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Indsil Hydro Power & Manganese Ltd.

BSE: 522165 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE867D01018
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NSE 05:30 | 01 Jan Indsil Hydro Power & Manganese Ltd
OPEN 60.35
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VOLUME 64745
52-Week high 118.00
52-Week low 16.75
P/E 5.17
Mkt Cap.(Rs cr) 169
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Sell Qty 0.00
OPEN 60.35
CLOSE 61.30
VOLUME 64745
52-Week high 118.00
52-Week low 16.75
P/E 5.17
Mkt Cap.(Rs cr) 169
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indsil Hydro Power & Manganese Ltd. (INDSILHYDRO) - Director Report

Company director report

TO SHAREHOLDERS

Dear Shareholders

The Board of Directors of your Company are pleased to present the 31stAnnual Report on the operations and business of the Company along with the AuditedFinancial Statements of the Company for the Year ended 31st March 2021.

FINANCIAL RESULTS

The Standalone & Consolidated performance for the financial yearended 31st March 2021 is as under:

Rs. in Lakhs

Particulars Standalone Consolidated
Current Year Previous Year Current Year Previous Year
2020-21 2019-20 2020-21 2019-20
Total Revenue 6332 13514 6333 53073
Operating Expenses (9736) (15157) (10669) (56576)
Profit before depreciation and tax (3404) (1643) (4336) (3503)
Depreciation (692) (679) (692) (2924)
Profit before Tax (4096) (2322) (5028) (6427)
Provision for Tax (352) (107) (352) (107)
Net Profit after Tax (3744) (2219) (4676) (6320)

FINANCIAL PERFORMANCE

During the period under review the Company has achieved on Standalonebasis revenue of Rs. 6332 Lakhs and suffered a net loss of Rs. 3744 Lakhs. During thesame period the Company on Consolidated basis has achieved revenue of Rs.6333 Lakhs andsuffered a net loss of Rs.4676 Lakhs.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during thefinancial year ended 31st March 2021.

STATE OF AFFAIRS

Operation

During the year under review the Company has achieved a turnover ofRs. 6103 Lakhs (2019-20: Rs. 12769 Lakhs) resulting in a loss before tax of Rs. 4096Lakhs.

During the year under review the Company generated 47.31 million unitsof power as against 37.90 million units during the previous year.

FUTURE PROSPECTS

The outlook and future prospects of the Company are presented in the"Management Discussion and Analysis Report" forming part of this Report.

AL-TAMMAN INDSIL FERROCHROME LLC (ATIFC)

ATIFC had two challenging years in 2019 as well as 2020 on account ofglobal industry factors for chrome as well as the COVID 19 related lock downs. It isslowly clawing its way back and the year 2021 has looked promising so far. ATIFC isexpected to do well in the short and medium term on account of rebound in the industry. Itis also to be noted that the year 2020 saw ATIFC achieving a major milestone in terms ofintegrating its smelter with a 25 MW Captive Solar Power Plant. The plant has been set-upon a tie-up basis with SHELL PLC. This integration will go a long way in stabilizing itsfuture cost of electricity as well as availability of power during summer peak times.

INDSIL HYDRO GLOBAL FZE & INDSIL ENERGY GLOBAL FZE WHOLLY OWNEDSUBSIDIARIES

Indsil Hydro Global (FZE) a Wholly Owned Subsidiary of the Companyhas suffered a loss of Rs. 10 Lakhs in the current reporting period as against a profit ofRs. 183.63 Lakhs during the previous reporting period. The operations of the Company areexpected to improve further in the forthcoming reporting period.

Indsil Energy Global (FZE) has earned a profit of Rs. NIL Lakhs in thecurrent reporting period as against a profit of Rs. 55.01 Lakhs during the previousreporting period.

TRANSFER TO RESERVES

The Company has not transferred any amount to its reserves during theyear under review. However the current year loss of Rs. 3744 Lakhs has been adjustedunder the head retained earnings.

DIVIDEND

The Board of Directors has not recommended any dividend on equityshares or preference shares of the Company for the financial year ended 31stMarch 2021 keeping in view the requirements of funds for future growth.

TRANSFER OF UNCLAIMED DIVIDEND / SHARES TO INVESTOR EDUCATION ANDPROTECTION FUND

In terms of Section 124 & 125 of the Companies Act 2013unclaimed/unpaid dividend relating to the financial year 2013-14 is due for remittance tothe Investor Education and Protection Fund established by the Central Government.

Further pursuant to Section 124(6) of the Companies Act 2013 readwith Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 17745 Equity Shares of Rs.10/- each on which dividend had remainedunclaimed for a period of 7 (seven) years have been transferred to the credit of the demataccount identified by the IEPF Authority during the year under review.

SHARE CAPITAL

The issued subscribed and paid-up Share Capital of the Company as at31st March 2021 stood at Rs. 427911220/- consisting of 27791122 EquityShares of Rs.10/- each and Rs.150000000/- divided into 15000000 10% CumulativeRedeemable Preference Shares of Rs.10/- each.

ANNUAL RETURN

The Annual Return of the Company for the financial year 2020-21 asrequired under Section 92(3) of the Companies Act 2013 is available on the website of theCompany and can be accessed on the Company's website athttps://www.indsil.com/annual-report/.

BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW

During the year under review 5 (five) Meetings of the Board ofDirectors 4 (four) Meetings of the Audit Committee 5 (five) Meetings of the Nominationand Remuneration Committee 7 (seven) Meetings of the Stakeholders Relationship Committeeand 3 (three) Meetings of the Corporate Social Responsibility Committee were held. Furtherdetails of the same have been enumerated in the Corporate Governance Report annexedherewith.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards and such systems are adequate andoperating effectively. The Company has duly complied with the Secretarial Standards issuedby the Institute of Company Secretaries of India on Meeting of the Board of Directors(SS-1) and General Meeting (SS-2).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act2013 with respect to Directors' Responsibility Statement the Board hereby confirms that-

a) in the preparation of the annual accounts the applicable accountingstandards had been followed and there were no material departure from those standards.

b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period.

c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities.

d) the Directors had prepared the annual accounts on a going concernbasis.

e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

f) the Directors had devised proper system to ensure compliance withthe provisions of all the applicable laws and such systems were adequate and operatingeffectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT

There were no instances of frauds identified or reported by theStatutory Auditors during the course of their audit pursuant to Section 143(12) of theCompanies Act 2013.

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent directors have given declarations to the effectthat they meet the criteria of independence as laid down under section 149(6) of theCompanies Act 2013 read with Schedules and Rules issued thereunder and Regulation 25 ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 and that theirname is included in the data bank as per Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules 2014 (as amended).

COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT PAYMENT OFREMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT 2013

The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for fixing the remuneration of Directors Key ManagerialPersonnel Senior Management Personnel and Employees of the Company. The Nomination andRemuneration Policy of the Company is annexed herewith as Annexure 1 and can alsobe accessed on the Company's website at the link https://www.indsil.com/policies/

COMMENTS ON AUDITOR'S REPORT

In respect of the remarks made by the Statutory Auditors in theirreport your directors wish to state as follows:

S. No. Auditor Qualification or adverse remark Directors Reply
1 According to the information and explanations given to us there are undisputed amounts payable in respect of provident fund employees' state insurance goods and service tax and other material statutory dues were in arrears as at March 31 2021. In this regard we wish to state that the Company will undertake to deposit the said dues on time.

Other than the above there were no other qualifications reservationsadverse remarks or disclaimers made by M/s. Raja & Raman Statutory Auditors in theirreport.

There are no qualifications reservations or adverse remarks ordisclaimers made by Sri. M.D.Selvaraj FCS of MDS & Associates Company SecretariesSecretarial Auditors in their report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT 2013

During the year under review the Company has not granted any loan orgiven any security or guarantee pursuant to the provisions of Section 186 of the CompaniesAct 2013. The details in respect of loans & investments made by the Company in theearlier years are disclosed in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions entered into by the Company with related partiesas defined under the Companies Act 2013 and Regulation 23 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 during the financial year 2020-21 were inthe ordinary course of business and on arms' length basis.

The particulars of contract and arrangement entered into by the Companywith related parties referred to in Section 188(1) of the Companies Act 2013 which arematerial in nature are disclosed in Annexure 2 (Form No. AOC-2) and forms part ofthis Report.

The policy on Related Party Transactions as approved by the Board ofDirectors of the Company has been uploaded on the Company's website and may be accessedthrough the link at https://www.indsil.com/policies/

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year as on 31stMarch 2021 and the date of this report.

However the year 2021 saw the Company's account turning NPA with mostof its lenders and resolution efforts are in process. Therefore the financial positionfor the Company will remain uncertain until such resolution is achieved.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The information pertaining to conservation of energy technologyabsorption Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 isfurnished in Annexure 3 and is attached to this Report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENTPOLICY OF THE COMPANY

The risk management and minimization procedure adopted and followed bythe Company is adequate in relation to the nature and size of the business. The same isreviewed periodically for improvement.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITSCORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility (CSR) Committee was constituted bythe Board of Directors to undertake and administer Corporate Social Responsibilityactivities of the Company.

The CSR Committee consists of

1) Sri S Varadarajan - Chairman of the Committee

2) Sri Vinod Narsiman - Member of the Committee

3) Sri S K Viswanathan - Member of the Committee

The Company's CSR objective is promoting education including specialeducation and employment enhancing vocational skills to children medical aid healthcare sanitation drinking water rural development employment opportunities old agehomes protection of natural resources public libraries human rights and such otherinitiatives prescribed under Schedule VII of the Companies Act 2013. The Company hasdeveloped Corporate Social Responsibility Policy in line with the activities mentioned inSchedule VII of the Companies Act 2013.

The Annual Report on CSR activities undertaken by the Company duringthe financial year is set out in Annexure 4 to this report in the format prescribedunder the Companies (Corporate Social Responsibility Policy) Rules 2014.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THEINDIVIDUAL DIRECTORS AND COMMITTEES

On the advice of the Board of Directors the Nomination andRemuneration Committee of the Board of Directors of the Company formulated the criteriafor evaluation of the performance of the Board of Directors & its CommitteesIndependent Directors Non-Independent Directors and the Managing Director of the Board.Based on that performance evaluation has been undertaken. The Independent Directors ofthe Company have also convened a separate meeting for this purpose.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITYEXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORSAPPOINTED DURING THE YEAR

The Board of Directors have evaluated the Independent Directorsappointed during the year 2020-21 and opined that the integrity expertise and experience(including proficiency) of the Independent Directors is satisfactory.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Sri S Varadarajan (DIN: 08744090) Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible offer himself forre-appointment.

The Board of Directors of the Company on the recommendation of theNomination and Remuneration Committee appointed Sri V Murali (DIN : 08999898) as anAdditional Director of the Company with effect from 28th December 2020 and heholds office upto the date of this Annual General Meeting. Accordingly necessaryresolution proposing his appointment as an Independent Director of the Company has beenincluded in the Agenda of the Notice convening the Annual General Meeting for the approvalof the Members.

Sri. S.K. Viswanathan & Smt. Manjusharma were appointed asIndependent Directors of the company pursuant to Section 149 of the Companies Act 2013for the first term of 1 year and will hold office upto 8th September 2021.Considering their knowledge expertise and experience in their respective fields and thesubstantial contribution made by these directors during their tenure as IndependentDirectors since their appointment the Nomination and Remuneration Committee and the Boardof Directors have recommended the re-appointment of these directors as IndependentDirectors on the Board of the Company to hold office for a second term of 3 consecutiveyears with effect from 8th September 2021.

Further the Company has also received notice(s) under Section 160(1)of the Companies Act 2013 signifying their intention to propose the candidature of Sri VMurali Sri. S.K. Viswanathan & Smt. Manjusharma for the office of IndependentDirectors of the Company. The Company has also received declaration from the appointeedirectors that they fulfill the criteria of independence as prescribed under Section149(6) of the Companies Act 2013 as well as Regulation 16(1 )(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The Board recommends their appointment/ re-appointment.

During the year under review pursuant to the approval granted by theBoard of Directors & the members of the Company Sri K Ramakrishnan (DIN: 02797842) wasre-appointed as a Whole-time Director of the Company for a period of 3 years with effectfrom 1st June 2021.

During the year under review Sri. S. Varadarajan was appointed as anAdditional Director (Non-Executive) of the Company with effect from 21st May2020 and was subsequently appointed as a Non-Executive Director of the Company by themembers at the 30th Annual General Meeting held on 16th December2020.

The Board recommends their appointment / re-appointment.

Sri B Balchand (DIN: 00035878) Sri S N Varadarajan (DIN: 00035693)Sri S Inderchand (DIN: 00035907) Smt D Pushpa Varadarajan (DIN: 00035787) Sri VDharmaraj (DIN: 07944099) and Sri K S Mahadevan (DIN: 00043314) resigned from the Board ofDirectors of the Company with effect from 21st May 2020.

Further Dr A K Sreedharan (DIN: 00043167) & Smt R Saroja (DIN:08134556) resigned from the Board of Directors of the Company with effect from 9thSeptember 2020 and Sri K Annamalai (DIN: 00751334) resigned from the Board of Directorsof the Company with effect from 28th December 2020.

The Board wishes to place on record their sincere appreciation for thevaluable contributions made by them during their tenure as Directors.

Sri S Mahadevan Company Secretary and Compliance Officer of theCompany resigned from the Company with effect from 25th June 2020. Smt PKrishnaveni was appointed as Company Secretary and Compliance Officer of the Company witheffect from 9th September 2020.

Key Managerial Personnel of the Company as required pursuant to Section2 (51) and 203 of the Companies Act 2013 are Sri Vinod Narsiman Managing Director Smt PKrishnaveni Company Secretary and Sri R Murali Chief Financial Officer.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two Wholly Owned Subsidiaries namely M/s Indsil HydroGlobal (FZE) Sharjah Airport International Freezone (SAIF) and M/s Indsil Energy Global(FZE) Sharjah Airport International Freezone (SAIF).

Al-Tamman Indsil Ferro Chrome LLC has been considered as an Associatefor the purpose of consolidation in the Financial Statements.

The highlights of performance of subsidiaries and associates and theircontribution to the overall performance of the company during the period review have beendisclosed earlier in this report.

The Board has approved a policy for determining material subsidiarieswhich has been uploaded on the Company's website and can be accessed at the linkhttp://www.indsil.com/policies.

A report containing the salient features of the Subsidiaries andAssociate as required under Section 129(3) of the Companies Act 2013 in Form AOC-1 isattached herewith as Annexure 5 to this report.

The consolidated financial statements of the Company and itssubsidiaries prepared in accordance with the applicable accounting standards have beenannexed to the Annual Report.

The Annual Accounts of the Subsidiary Companies are posted on thewebsite of the Company viz. www.indsil.com and will also be kept open for inspection byany shareholder at the Registered Office of the Company. The Company shall also providecopy of the Annual Accounts of Subsidiary Companies to the shareholders upon theirrequest.

FIXED DEPOSIT

The Company has not accepted any Fixed Deposits covered under Chapter Vof the Companies Act 2013 and hence there are no deposits remaining unclaimed or unpaidas on 31st March 2021. Accordingly the question of default in repayment ofdeposits or payment of interest thereon during the year does not arise.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There is no significant and material order passed by the regulators orcourts or tribunals impacting the going concern status and Company's operation in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

The Company has put in place proper systems and procedures to detectand protect the Organizational resources both tangible and intangible. The Company hasalso put in place the following to ensure the adequacy of internal financial controls:

• the Company maintains all its records in ERP System and theworkflow and approvals are routed through ERP.

• the Company has appointed Internal Auditors to check theInternal Controls and also check whether the workflow of the Organization is in accordancewith the approved policies of Financial Statements Internal Auditors will present to theAudit Committee the Internal Audit Report and Management Comments on the Internal Auditobservations; and

The Directors and Management confirm that the Internal FinancialControls (IFC) are adequate with respect to the operations of the Company. A report ofAuditors pursuant to Section 143(3)(i) of the Companies Act 2013 certifying the adequacyof Internal Financial Controls is annexed with the Auditors Report.

MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRAL GOVERNMENT

Pursuant to the provisions of Section 148(1) of the Companies act 2013read with Companies (Cost Records and Audit) Rules 2014 the Company was required tomaintain cost records. Accordingly the Company has duly made and maintained the costrecords as mandated by the Central Government.

AUDITORS

STATUTORY AUDITORS

M/s Raja & Raman (Firm Registration No. 003382S) CharteredAccountants Coimbatore were appointed as Statutory Auditors of the Company for a periodof 5 (five) years at the 27th Annual General Meeting held on 21stDecember 2017 and they hold office till the conclusion of the 32nd AnnualGeneral Meeting of the Company. The Auditors' Report on the Standalone and ConsolidatedFinancial Statements for the year ended 31st March 2021 has been annexed to thefinancial statements..

The Company has received a certificate from M/s Raja & RamanChartered Accountants confirming that they are not disqualified from continuing asStatutory Auditors of the Company.

COST AUDITOR

Pursuant to the provision of Section 148 of the Companies Act 2013read with notifications/circulars issued by the Ministry of Corporate Affairs from time totime and as per the recommendation of the Audit Committee the Board of Directors haveappointed Sri B Venkateswar (Membership No. 27622) Cost Accountant Coimbatore as CostAuditor of the Company for the financial year 2021-22. The remuneration payable to theCost Auditor is subject to the ratification of the Members in General Meeting. The Boardrecommends their remuneration for Members ratification.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Sri M.D.Selvaraj FCS of MDS & Associates Company Secretariesin Practice to undertake the Secretarial Audit of the Company for the financial year2020-21. The report of the Secretarial Auditor is annexed herewith as Annexure 6 tothis report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 DURING THE YEAR

During the year under review one application was filed against theCompany under the Insolvency and Bankruptcy Code 2016 before the National Company LawTribunal Chennai Bench (NCLT). However the same was settled out of court and theapplication was dismissed by NCLT. Other than the above no other application have beenmade and no proceedings are pending against the Company under the Insolvency andBankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The disclosure under this clause is not applicable as the Company hasnot undertaken any one-time settlement with the banks or financial institutions during theyear under review.

PARTICULARS OF EMPLOYEES

The disclosure as required under Section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure 7.

EMPLOYEE STOCK OPTION SCHEME

The Company has implemented the Indsil Hydro Power and ManganeseLimited Employee Stock Option Scheme 2018 (Indsil ESOS 2018). The Nomination andRemuneration Committee administers and monitors the Employees' Stock Option Scheme of theCompany. The disclosure pursuant to the provisions of SEBI (Share Based Employee Benefits)Regulations 2014 is given in Annexure 8 to this report.

The Company has received a Certificate from the Statutory Auditors ofthe Company that the above referred Scheme had been implemented in accordance with theSEBI (Share Based Employee Benefits) Regulations 2014 and the resolutions passed by themembers in this regard.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has been employing women employees in various cadres withinthe Office/factory premises. The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. There was no complaintreceived from any employee during the financial year 2020-21 and hence no complaint isoutstanding as on 31.03.2021 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis is annexed herewith asAnnexure 9 to this report.

CORPORATE GOVERNANCE

A report on Corporate Governance is annexed and forms part of thisreport. The Company has complied with the conditions relating to Corporate Governance asstipulated in Regulation 27 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.

AUDIT COMMITTEE

The Company has an Audit Committee in accordance with the provisions ofSection 177 of the Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Kindly refer to the Section on CorporateGovernance under the head 'Audit Committee' for matters relating to the compositionmeetings and functions of the Committee. The Board has accepted all the recommendations ofAudit Committee during the year whenever required and hence no disclosure as requiredunder Section 177(8) of the Companies Act 2013 with respect to rejection of anyrecommendations of Audit Committee by Board is necessary.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has constituted a Vigil Mechanism as required under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Company has adopted a formal mechanism to the Directors andemployees to report about unethical behavior suspected fraud or violation of Code ofConduct and ethics. The Policy aims at conducting the affairs in a fair and transparentmanner by adopting the highest standards of professionalism honesty integrity andethical behavior.

The policy can be accessed on the Company's website at the linkwww.indsil.com/policies/.

CEO/CFO CERTIFICATION

As required under SEBI (Listing Obligations and DisclosureRequirements) Rules 2015 the Managing Director and the Chief Financial Officer havefurnished necessary Certificate to the Board on the financial statements presented.

ACKNOWLEDGEMENTS

Your Directors are extremely thankful to State Bank of India IDBI BankLimited Yes Bank Limited RBL Bank Limited Karnataka Bank Limited and The Federal BankLimited for their continued support.

Your Directors acknowledge and express their grateful appreciation forthe co-operation and support received from Government Authorities Kerala State IndustrialDevelopment Corporation employees customers and suppliers. They also thank theShareholders for the confidence reposed by them in the management of the Company and fortheir continued support and co-operation.

For and on behalf of the Board
VINOD NARSIMAN K RAMAKRISHNAN
Place : Coimbatore Managing Director Whole-time Director
Date : 12.08.2021 DIN : 00035746 DIN : 02797842

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