INGERSOLL - RAND (INDIA) LIMITED
Your Directors are pleased to submit the Hundredth Annual Report alongwith the Audited Balance Sheet and Statement of Profit and Loss for the year ended March31 2022 that is the year under review.
1. FINANCIAL SUMMARY OF THE COMPANY
(Rupees in Lakhs)
| ||2021-22 ||2020-21 |
|Gross Profit: ||16501 ||12373 |
|(Less): Depreciation and amortization expenses ||(1410) ||(1426) |
|(Less): Finance costs ||(255) ||(169) |
|Profit before taxation and exceptional items ||14836 ||10778 |
|(Less): Provision for Current Tax ||(3834) ||(2956) |
|(Less): Deferred Tax for the year ||(61) ||148 |
|Add/(Less): Current Tax relating ||74 ||(735) |
|to prior years (net) ||(3821) ||(3543) |
|Net Profit ||11015 ||7235 |
|Other comprehensive income: (net of tax) ||423 ||(381) |
|Total comprehensive income for the year ||11438 ||6854 |
|Add: Balance in retained || || |
|earnings brought forward from earlier years ||11141 ||4287 |
| ||22579 ||11141 |
|Appropriations: || || |
|Dividends paid (including tax thereon) ||947 ||0 |
|Balance carried to Balance Sheet as retained earnings ||21632 ||11141 |
| ||22579 ||11141 |
2. MANAGEMENT DISCUSSION AND ANALYSIS
I. Industry Structure and Development:
India is an attractive hub for foreign investments in the manufacturingsector. Several mobile phone luxury and automobile brands among others have set up orare looking to establish their manufacturing base in the country.
The manufacturing sector of India has the potential to reach US$ 1trillion by 2025. The implementation of the Goods and Services Tax (GST) will make India acommon market with a GDP of US$ 2.5 trillion along with a population of 1.32 billionpeople which will be a big draw for investors. The India Brand and Equity Foundation(IBEF) predicts that India has potential to become a global manufacturing hub and by 2030it can add more than US$ 500 billion annually to the global economy.
With impetus on developing industrial corridors and smart cities theGovernment aims to ensure holistic development of the nation. The corridors would furtherassist in integrating monitoring and developing a conducive environment for theindustrial development and will promote advanced practices in manufacturing.
Manufacturing has emerged as one of the high growth sectors. Govt. ofIndia launched the 'Make in India' program to place India on the world map as amanufacturing hub and give global recognition to the Indian economy. Government aims tocreate 100 million new jobs in the sector by end of calendar year 2022.
India's gross domestic product (GDP) at current prices stood at Rs.51.23 lakh crore (US$ 694.93 billion) in the third quarter of FY21 as per the provisionalestimates of gross domestic product for the first quarter of 2021-22. The manufacturingGVA at current prices was estimated at US$ 77.47 billion in the third quarter of FY22.
As per the survey conducted by the Federation of Indian Chambers ofCommerce and Industry (FICCI) capacity utilisation in India's manufacturing sector stoodat 72.0% in the second quarter of FY 2021-22 indicating significant recovery in thesector after the Covid 19 second wave.
According to Department for Promotion of Industry and Internal Trade(DPIIT) cumulative FDI inflows in the manufacturing subsectors amounted to US$ 100.35billion between April 2020 and June 2021.
Reflecting the cumulative actions taken by the Government to improvebusiness sentiments India is ranked 63 among 190 economies in the Ease of Doing Businessaccording to the latest World Bank annual ratings.
II. Segment-wise operational performance:
Air Solutions is the only segment in your Company's operations. Thegross revenue of Air Solutions business in the year under review was Rs. 90992 lakhs asagainst Rs. 61773 lakhs in the previous financial year an impressive growth of over 47%.Your Company continues to focus on local innovation and creating markets "In India;For India; By India".
The profit before tax is Rs. 14836 lakhs in the year under review asagainst Rs. 10778 lakhs in the previous financial year a significant jump of over 37%.
Your Company demonstrated resilience and made a robust recovery despiteencountering severe business disruption caused by multiple waves of the pandemic and thestringent nationwide lockdown that had hit the operations of the Company during the peakselling seasons.
Your Company's products are primarily sold to industries in theautomotive metals pharmaceutical and textile sectors and these sectors have registeredstrong growth in the previous quarter.
India's real GDP is likely to record a growth of 7.5 per cent infinancial year 2022-23. Despite the ongoing global unrest the domestic economy isestimated to be able to maintain its tempo of growth due to appropriate fiscal andmonetary policy backed with the implementation rigor to speed up the revival of theeconomy. If the Russia - Ukraine war ends soon India will emerge much stronger duringfinancial year 2022-23 going beyond the expected growth trajectory.
IV. Risk and Concerns:
The primary operating risks which could impact the Company relate toslowdown in the automotive metals pharmaceutical and textile sectors exposure toseasonality for some of its businesses competition from Indian and global playersvolatile exchange rates interest rate fluctuation credit risks import dependenceprocurement concentration risks volatile commodity prices risks changes in tax and otherlegislations as well as risks arising out of higher input costs. The Company constantlymonitors the challenges from amongst the ecosystem comprising competition industryproduct life cycle raw materials cost etc. and takes steps to maintain and enhanceexisting competence. The primary threat over and above competitors is the demand supplygap infused due to COVID 19 pandemic inflationary pressure supply chain disruption andgeo political volatile conditions. Availability of spurious parts and components as wellas imports of substandard complete packages at cheap prices to disrupt the faircompetition is also an added threat. COVID has also increased the pressure on operationalspend reduction for most of small and medium scale industries especially for non-criticalcomponent manufacturing. Fluctuating foreign currency rates will have impact on imports.
V. Opportunities and Threats:
A confluence of factors on the global and local fronts such asgeo-political equations between countries the usage of tariff and non-tariff barriers toaddress trade imbalances volatility in crude oil and commodity prices and the speed withwhich the spread of COVID-19 would eventually get contained in India could impactbusiness continuity and consumer confidence. The Company will continue to closely monitorthe macro and micro level trends in the global and Indian economy and will take necessarysteps to address these challenges.
VI. Material developments in Human Resources / Industrial Relationsfront including number of people employed:
With People as a key partner in success the Company is committed tonurturing an environment of progressive growth with highly Engaged Employees EngagingManagers and Engaging workplace. Organization is committed towards Deploy Talent as one ofthe strategic priority that enables employees to live organization's Purpose and Values.Ingersoll Rand defines and continues to focus on providing professional training toemployees while promoting a dialogue-oriented transparent culture rooted in trustrespect for diversity and equal opportunity. The Company strives to provide fair treatmentat workplace a transparent and equitable compensation system flexible work timings andan environment that ensures health and well-being for all our employees partners &communities. Company is committed to hire develop and retain the best talent in theindustry.
The Company constantly endeavors to adopt the best policies to keep itsemployees motivated engaged and aligned to the core values of the Company. The Companyundertakes various employee engagement initiatives fosters a culture of continuouslearning and development to create future leaders. The Company measures its employeeengagement index through bi-annual pulse survey which is improving year over year as weare committed to execute the action plan.
As on March 31 2022 the Company had 536 permanent employees on itsrolls.
VII. Safety Health and Environment:
At Ingersoll Rand we believe all injures and work related disease arepreventable and our company takes all proactive steps to achieve the goals of "nowork-related injuries" and safe operations. Your Company has established the highlevel of standard & procedures to ensure safe working conditions foremployees/contractors and visitors are trained to follow safe operating behaviors. We alsoencourage our employees to follow best safety practices during personal activities athome. The management is committed and responsible in complying with all safety norms andtakes adequate precautionary measures to prevent workplace related incidents. Since theoutbreak of pandemic of COVID 19 we continually educate our employees and contractors tofollow COVID safe behaviors and implemented infrastructure enhancements and enhancedprocesses to ensure safe working. We also encourage our employees by organizing COVIDvaccination camps and ensure 100% vaccination of 2 doses & precaution dose.
Your Company is committed for sustainable operations and continues toanalyze management of hazardous and non-hazardous wastes and work with a long-term goal ofzero land fill operations. Your Company is committed to reduce 60% greenhouse gas (GHG)emission by 2030 as part of this goal several energy conservations projects and energymanagement practices are implemented. The products developed and launched have higherenergy efficiency and uses materials with lower GHG impact compared to previous generationproducts.
VIII. Technology Innovation:
Your Company has continued to invest in technology innovation tosustain its leadership position and be the pioneer of best-in-class solutions for itscustomers. This year your Company has added new products and upgraded existing range tothe wide gamut of products and through new models for small to medium-scale industries inthe form of CE certification of products and oil free small reciprocating compressors tocater to hospitals in wake of oxygen requirement for hospital industry filled productgaps in 90kw range to serve the industrial markets. Your Company is also realigning itsstrategy by introducing products to cater all segments of market.
IX. Disclosure as per Paragraph B (1) (j) under Schedule V of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations").*
|Sl. Particulars No. ||As on March 31 2022 ||As on March 31 2021 ||Percentage change |
|1 Return On Equity ||21.97% ||17.40% ||26.30% |
The increase in Return On Equity is mainly due to increase in Netprofit as result of higher turnover as compared to previous year
* Disclosure has been given only for such ratios listed in the saidSEBI Listing Regulations which has a difference of equal to or more than 25% as on March31 2022 in comparison to the previous financial year ended on March 312021.
The Board of Directors at their meeting held on May 30 2022 havesubject to the approval of the members at the ensuing Annual General Meeting recommendedpayment of dividend of Rs.20/- per equity share for the year under review which ifapproved by the Members would involve a cash outflow of Rs.6313.60 lakhs.
As per Regulation 43A of the SEBI Listing Regulations the dividenddistribution policy of the Company has been disclosed in the Corporate Governance Reportand on the website of the Company at www.irco.com
4. TRANSFER TO RESERVES
Pursuant to the provisions of the Act your Directors do not propose totransfer any amount to general reserves and the full profits for the year under reviewwill be held in Retained Earnings.
5. THE STATE OF COMPANY'S AFFAIRS
For the year ending March 31 2022 your Company has recorded revenuesof Rs. 90992 lakhs from continuing operations which is 47.30% higher compared to that ofprevious financial year. Our profits after tax for the year ending March 31 2022 stood atRs.11015 lakhs which is 52.20% higher compared to profit after tax of previous financialyear.
Our principal sources of liquidity are cash and cash equivalents andthe cash flow that we generate from our operations. We continue to be debt-free andmaintain sufficient cash to meet our strategic and operational requirements.
Your Company's products are primarily sold to industries in theautomotive metals pharmaceutical and textile sectors and these sectors have registeredstrong growth in the previous quarter.
Even amid an unprecedented global crisis your Company continue tobalance success as a business with exemplary governance and responsiveness to the needs ofall our stakeholders.
100 Years of Proud Presence
2021 was a year to feel proud of our 100 years journey and variousendeavors. Your Company celebrated its 100 years in India with focus on continuousinnovation and deployment of advancing technologies across industrial air compressors ofvarious capacities and related services. During this journey your Company has alwaysfocused on understanding the market providing quality products and being futuristic.
The centennial celebration was full of festivities and also included aspotlight on company's sustainability initiatives with the launch of a Solar Energy Plant.The solar plant in Naroda factory aims to accelerate its sustainability commitment andreducing dependence on conventional energy by about 40% with almost 1800 solar panelsinstalled at the facility totaling a capacity of 800 kWp. The project is implemented byMono PERC panels boosting the facilities performance ratio by 80% and offsetting itscarbon footprint by approximately 1000 tons a year.
The COVID-19 scenario propelled the Company towards a strong focus onthe physical and emotional well-being of its employees throughout the year under review.Several initiatives were undertaken during the year to ensure the health and safety ofemployees and their families and to contain the impact of the COVID-19 pandemic on them.Various fora to understand and address employee concerns and anxieties in a timely mannerattained paramount significance during the multi-faceted ebb and tide of the pandemicacross the country. Reskilling of the workforce to deal with the remote working requisiteswas a focus during the peak of the pandemic in financial year 2021-22.
The Management believes that it has taken into account all the possibleimpact of known events arising from COVID-19 pandemic in the preparation of standalonefinancial statements. However the impact assessment of COVID-19 is a continuous processgiven the uncertainties associated with its nature and duration. The Company will continueto monitor any material changes to the future economic conditions.
7. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments which has occurredaffecting the financial position of the Company between the end of the financial year ofthe Company i.e. March 312022 and the date of signing this report.
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSIMPACTING THE GOING CONCERN STATUS
There are no significant and material order(s) passed by any of theRegulators or Courts or Tribunals which could affect the going concern status of theCompany and its future operations.
9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS
The Company has established an internal control system commensuratewith the size scale and complexity of its operations. To enhance the standards ofcontrols and governance the Company has adopted various measures to ensure that robustinternal financial controls exist concerning operations financial reporting andcompliance.
Significant features of the Company's internal control system are:
A well-established independent Internal Audit team operates inline with best-in-class governance practices. It reviews and reports to the AuditCommittee about compliance with internal controls the efficiency and effectiveness ofoperations as well as key process risks.
The Audit Committee periodically reviews internal audit planssignificant audit findings and adequacy of internal controls.
Systematic self-certification of adherence to key internalcontrols as part of control self-assurance by process owners monitors and reviewers.
Adherence with a comprehensive information security policy andcontinuous upgrades of the Company's IT systems for strengthening automated controls.
Appropriate segregation of duties and usage of technology forcontinuous controls monitoring and enhanced controls assurance.
During the year the internal controls were tested and found effectiveas a part of the Management's control testing initiative. Accordingly the Board with theconcurrence of the Audit Committee and the Auditors believe that the Company's InternalFinancial Controls were adequate and operating effectively for the financial year endedMarch 31 2022.
10. DETAILS OF JOINT VENTURES SUBSIDIARIES AND ASSOCIATES
Ingersoll-Rand Industrial U.S Inc. is the holding Company andIngersoll-Rand Inc. is the ultimate holding company of your Company. Your Company does nothave any associate subsidiary or joint venture either in India or anywhere else in theworld.
During the year under review your Company has not accepted anydeposits from the public within the meaning of Section 73 of the Act read with theCompanies (Acceptance of Deposits) Rules 2014. There are no amounts outstanding onaccount of principal or interest on public deposits as on March 312022.
A. STATUTORY AUDIT:
M/s. B S R & Co. LLP Chartered Accountants (ICAI Registration No.101248W/W-100022) were appointed as the Statutory Auditors of the Company for a term of 5years at the 95th Annual General Meeting to hold office till the conclusion of 100thAnnual General Meeting of the Company.
The Audit Report issued by M/s. B S R & Co. LLP CharteredAccountants on the financial statement of the Company for the year ended March 312022 ispart of the Annual Report. The Audit Report does not contain any qualificationreservation adverse remark or disclaimer. Further during the financial year 2021-22 theStatutory Auditors have not reported any instances of fraud to the Audit Committee orBoard under Section 143 (12) of the Act.
The Audit Committee at its meeting held on May 30 2022 has proposedand the Board of Directors has recommended the appointment of M/s. Deloitte Haskins &Sells Chartered Accountants (Firm Registration No. 008072S) as statutory auditors of theCompany for a period of five consecutive years in place of M/S. BSR & Co. LLP (ICAIFirm Registration No. 101248W/W100022) to hold office from the conclusion of the 100thAnnual General Meeting scheduled to be held on August 10 2022 till the conclusion of the105th Annual General Meeting to be held in the year 2027. The first year of audit will beof the financial statements for the year ending March 31 2023.
The Company has received written consent and certificate from M/s.Deloitte Haskins & Sells Chartered Accountants that the appointment if made shall bein accordance with the terms as prescribed in the Act and shall be within the limits laiddown under the Act.
A resolution seeking the appointment of M/s. Deloitte Haskins &Sells Chartered Accountants forms part of the Notice convening the Annual General Meetingand the same is recommended for your consideration and approval.
B. COST AUDIT:
The Company has maintained adequate records and books of accountspursuant to the Companies (Cost Records and Audit) Rules 2014 as amended prescribedunder Section 148 of the Companies Act 2013 (the Act). The Board of Directors on therecommendation of the Audit Committee has appointed M/s. Ashish Bhavsar & AssociatesCost Accountants (ICMA Firm Registration No. 000387) as Cost Auditors for conducting theaudit of the cost records maintained by the Company for the year ending March 312023. TheCost Auditor has confirmed that they are not disqualified pursuant to the provisions ofSection 141 of the Act read with Section 139 and 148 of the Act. M/s. Ashish Bhavsar &Associates being eligible have provided their consent to act as the Cost Auditors of theCompany for the financial year 2022-23. The requisite resolution seeking approval forremuneration proposed to be paid to the Cost Auditors as approved by the Board ofDirectors on the recommendation of Audit Committee has been set out in the Notice of theAnnual General Meeting of your Company.
C. SECRETARIAL AUDIT:
The Board of Directors of the Company has appointed Mr. Natesh KPracticing Company Secretary (Certificate of Practice No. 7277) as the SecretarialAuditor to conduct an audit of the secretarial records for the financial year 2021 - 22.The Company has received consent from Mr. Natesh K to act as the auditor for conductingaudit of the secretarial records for the financial year ending March 31 2022.
The Secretarial Audit Report for the financial year ended March 312022pursuant to section 204(1) of the Act and rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is set out in the Annexure - D to thisreport. The Secretarial Audit Report does not contain any qualification reservationadverse remark or disclaimer.
The Secretarial Compliance Report for the financial year ended March31 2022 in relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued thereunder pursuant to requirement of Regulation 24A(2) of SEBI ListingRegulations is set out in Annexure-D1 to this report.
13. SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with theprovisions of Secretarial Standards issued by the Institute of Company Secretaries ofIndia on Meetings of the Board of Directors and General Meetings.
14. SHARE CAPITAL
The Company has only one class of share viz. equity share with a facevalue of Rs.10 each. During the year under review there is no change in the issued andsubscribed capital of your Company. The outstanding capital as on March 312022 isRs.3156.80 lakhs comprising 31568000 equity shares of Rs.10/- each. Share capital auditas per the directives of the Securities and Exchange Board of India is being conducted ona quarterly basis by Parikh & Associates Company Secretaries. The Audit Reports areplaced on the table of the Board Meeting and duly forwarded to the stock exchanges wherethe equity shares of your Company are listed.
15. ANNUAL RETURN
The Annual Return of the Company for the financial year 2021-22 asrequired under Section 92(3) read with Section 134(3)(a) of the Act is available on thewebsite of the Company and can be accessed on the Company's website www.irco.com
16. BOARD MEETINGS
A minimum of four Board Meetings are held each year to review thequarterly financial results and operating performance of the Company. Apart from thisadditional Board Meetings were also convened to address specific needs of the Company.
During the current financial year due to COVID-19 pandemic all themeetings were held over video conferencing.
The agenda and agenda notes are circulated to all the Directors well inadvance usually a week before the meeting. All the agenda items are backed by agendanotes and relevant supporting papers to ensure adequate information is provided to enablethe Directors to have focused discussions at the meeting and take informed decisions. Allrelevant information as mentioned in Part A of Schedule II of the SEBI Listing Regulationswere tabled before the Board.
The details of the meetings of the Board of Directors of the Companyconvened and attended by the Directors during the financial year 2021-22 are given in theCorporate Governance Report which forms part of this Annual Report. The maximum intervalbetween any two consecutive Board meetings did not exceed 120 days as prescribed in theAct.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo required to be disclosed as per the provisions ofSection 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 is set outin Annexure - A forming part of this report.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company continues to contribute time and financial support to thecommunities and beneficiaries in and around its areas of operation. This year too yourCompany has continued its CSR initiatives to focus on providing education & skilldevelopment healthcare conservation of environment and community development. Theseactivities are in accordance with Schedule VII of the Act. The Board of Directors and CSRCommittee review and monitor from time to time all the CSR activities being undertaken bythe Company. The CSR policy of your Company is available on the website of the Company atwww.irco.com
During the financial year 2021-22 your Company incurred CSRExpenditure of Rs. 233.08 lakhs and the details of the same is set out in Annexure - Bforming part of this report.
19. INDEPENDENT DIRECTORS
The Board has an optimum combination of Independent and Non-IndependentDirectors. In line with the requirements of the SEBI Listing Regulations half of theBoard's strength comprise of Independent Directors. As on March 312022 Mr. SekharNatarajan Ms. Jayantika Dave and Ms. Vijaya Sampath are independent directors of theCompany.
All new independent directors as and when inducted into the Board arefamiliarized with the operations and functioning of the Company.
Pursuant to the recommendation of the Nomination and RemunerationCommittee the shareholders at the Annual General Meeting held on September 2 2021approved the re-appointment of Mr. Sekhar Natarajan as an independent director for asecond term of five years from July 27 2021.
The Company has received Declarations of Independence as stipulatedunder Section 149 (7) of the Act and Regulation 25 of SEBI Listing Regulations from eachof the Independent Directors confirming that:
He/she meets the criteria of independence and is notdisqualified from being appointed/continuing as Independent Director as laid down inSection 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.
He/she has complied with the Code of Conduct laid down underSchedule IV of the Act.
In terms of Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules 2014 he/she has registered himself/herself with theIndependent Director's database maintained by the Indian Institute of Corporate Affairs.
In terms of Regulation 25(8) of SEBI Listing Regulations he/sheis not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact his/her ability to discharge their duties theveracity of which has been assessed by the Board of Directors.
All the independent directors have confirmed that they are not debarredfrom holding the office of director by virtue of any SEBI order or any other suchauthority. In the opinion of the Board the independent directors have high level ofintegrity and experience and are proficient in their respective fields of expertise andwill contribute to the overall growth of the Company.
20. AUDIT COMMITTEE
The Company has constituted an Audit Committee in accordance with theprovisions of Section 177 of the Act and Regulation 18 of SEBI Listing Regulations. Thematters relating to the composition meetings and functions of the Audit Committee areincluded in the Corporate Governance Report forming part of this report. The Board hasaccepted the Audit Committee's recommendations during the year wherever required and henceno disclosure is required under Section 177(8) of the Act with respect to rejection of anyrecommendations of Audit Committee by Board.
21. DIRECTORS AND KEY MANAGERIAL PERSONNEL A. DIRECTORS:
Mr. Amar Kaul (DIN: 07574081) upon taking up a global role withinIngersoll Rand group as Vice President and General Manager ITS MEIA and Global HighPressure business resigned as Managing Director of the Company effective close ofbusiness hours on October 14 2021. He continues to be Chairman of the Board. Based on therecommendations of the Nomination and Remuneration Committee and subject to approval theshareholders of the Company the Board of Directors approved the resignation of Mr. AmarKaul from the post of Managing Director and re-designated him as the Non-ExecutiveDirector cum Chairman of the Board effective October 15 2021.
Mr. Amar Kaul retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for reappointment. The Board recommends the appointmentand re-designation of Mr. Amar Kaul as Non-Executive Director.
The brief resume and other relevant details of Mr. Amar Kaul has beenprovided in the annexure to the Notice of the Annual General Meeting.
B. KEY MANAGERIAL PERSONNEL:
The Board of Directors at their meeting held on September 20 2021 onthe recommendation of the Nomination and Remuneration Committee and subject to theapproval of shareholders at the ensuing Annual General Meeting has appointed Mr. InderArora as Manager of the Company under the Act for a period of 5 years with effect fromOctober 15 2021 up to October 14 2026.
The terms and conditions of appointment and remuneration payable to Mr.Inder Arora as approved by the Board shall be subject to the approval of shareholders atthe ensuing Annual General Meeting of the Company. An appropriate resolution in regard toappointment of Mr. Inder Arora as Manager under the Act has been set out at item no. 5 ofthe Notice of the Annual General Meeting. The Board recommends the appointment of Mr.Inder Arora as Manager under the Act.
Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company as on March 312022 are
|Name ||Designation |
|1. Ms. Preeti Mohanty ||Executive Director designated as Chief Financial Officer |
|2. Mr. P. R. Shubhakar ||General Manager - Corp. Finance & Company Secretary |
|3. Mr. Inder Arora ||Manager under the Act |
22. PARTICULARS OF EMPLOYEES
The statement of Disclosure of Remuneration as required to be disclosedunder Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 ("Rules") is appended as Annexure - C tothis report. The information as per Rule 5(2) of the Rules forms part of this Report.However as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2)of the Rules this Report and Financial Statements are being sent to the Members of theCompany excluding the statement of particular of employees under Rule 5(2) of the Rules.Any Member interested in obtaining a copy of the said statement may write to the CompanySecretary at the Registered Office of the Company. None of the employees listed in thesaid Annexure is related to any Director of the Company.
23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS ANDEMPLOYEES
Your Company is committed to conducting its business with the higheststandards of ethics integrity and transparency across its operations in compliance withthe applicable laws and regulations. In line with a strong commitment to governance andcompliance the Company has instituted a robust Vigil Mechanism framework encompassingvarious elements and components in an integrated manner.
The Code of Conduct of your Company serves as a guide for dailybusiness interactions reflecting your Company's standard for appropriate behavior andliving corporate values. The Code of Conduct is applicable to all employees of theCompany. An Ethics Committee has been constituted to administer this Policy.
The suppliers and vendors of the Company are also required to adhere toCode of Conduct as it is a prerequisite for conducting business with your Company.
The Company has a Whistle Blower Policy in place which is themechanism for directors and employees of the Company to report concerns about unethicalbehavior actual or suspected fraud or violation of the Company's code of conductviolations of legal or regulatory requirements incorrect or misrepresentation in anyfinancial statements and reports etc. This policy covers reporting of any violationwrongdoing or non-compliance including without limitation those relating to the Code ofConduct policies and standard procedures of the Company and any incident involving leakor suspected leak of unpublished price sensitive information (UPSI) or unethical use ofUPSI in accordance with (or under) the SEBI (Prohibition of Insider Trading) Regulations2015. The policy provides for adequate safeguards against victimization of those who availthe mechanism and also provides for direct access to the Chairman of Audit Committee inexceptional cases. The Audit Committee of the Company oversees the implementation of theWhistle Blower Policy.
Detailed update on the functioning of the Whistle-Blower Policy andcompliance with the Code of Conduct has also been provided in the Corporate GovernanceReport forming part of this report.
The Whistle Blower Policy can be accessed on the website of the Companyat www.irco.com
24. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company has in place a Nomination and Remuneration Committee inaccordance with the requirements of the Act read with the rules made thereunder andRegulation 19 of SEBI Listing Regulations. Your Board has adopted a Remuneration Policyfor identification selection and appointment of Directors Key Managerial Personnel(KMPs) and Senior Management Personnel (SMPs) of your Company. The Policy providescriteria for fixing remuneration of the Directors KMPs SMPs as well as other employeesof the Company.
The Board on the recommendations of the Nomination and RemunerationCommittee appoints Director(s) of the Company based on his/her eligibility experienceand qualifications and such appointment is approved by the Members of the Company atGeneral Meetings. Generally the Executive Directors and Independent Directors areappointed for a period of five years. The Directors KMPs and SMPs shall retire as per theapplicable provisions of the Act and the policy of the Company. While determiningremuneration of the Directors KMPs SMPs and other employees the Nomination andRemuneration Committee ensures that the level and composition of remuneration arereasonable and sufficient to attract retain and motivate them and such remunerationcomprises a balance between fixed and variable pay reflecting performance objectivesappropriate to the working of the Company and its goals. Annual increments are alsoapproved by the Nomination and Remuneration Committee. Remuneration to Directors is paidwithin the limits as prescribed under the Act and the limits as approved by the Members ofthe Company from time to time. The remuneration policy of the Company is uploaded on itswebsite at www.irco.com
25. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OFITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act SEBI Listing Regulations and theRemuneration Policy of the Company your Company conducts a Board Evaluation process forthe Board of Directors as a whole Board Committees and also for the Directorsindividually by seeking responses/inputs from all the Directors to an assessmentquestionnaire. A structured questionnaire was prepared after taking into considerationinputs received from the directors covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board cultureexecution and performance of specific duties obligations independence governanceethics and values adherence to corporate governance norms interpersonal relationshipsattendance and contributions at the meetings etc.
A separate exercise was carried out to evaluate the performance ofindividual directors including the Chairperson of the Board who were evaluated onparameters such as participation and contribution by a director commitment includingguidance provided to the senior management outside of Board / committee meetingseffective deployment of knowledge and expertise effective management of relationship withvarious stakeholders independence of behaviour and judgment etc. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairperson was carried out by the Independent Directors.The evaluation process has been explained in the corporate governance report. The Boardreviewed the evaluation results as collated by the Nomination and Remuneration Committee.Further in a separate meeting of independent directors performance of non-independentdirectors the Board as a whole and its Chairman was evaluated as stipulated under theSEBI Listing Regulations.
26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year under review your Company has not given any loans orprovided any guarantees or made any investments within the meaning of Section 186 of theAct.
27. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Companyduring the year under review with Related Parties were in ordinary course of business andon arm's length basis in accordance with the provisions of the Act.
Your Company has formulated a policy on Related Party Transactionswhich has been uploaded on website of the Company at www.irco.com
All transactions with related parties were reviewed and approved by theIndependent Directors who are members of the Audit Committee in accordance with the SEBIListing Regulations and are in accordance with the Policy on Related Party Transactionsformulated and adopted by the Company. Prior omnibus approval of the Independent Directorswho are members of the Audit Committee is obtained on a yearly basis for the transactionswhich are of a foreseen and repetitive nature. A statement giving details of all RelatedParty Transactions is placed before the Audit Committee for their review on a quarterlybasis.
There are no materially significant related party transactions enteredinto by the Company with its promoters directors key managerial personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge.
The details of the related party transactions as per Indian AccountingStandards (IND AS) - 24 are set out in Note No.35 to the Financial Statements of theCompany. The Company in terms of Regulation 23 of the SEBI Listing Regulations submitswithin stipulated time from the date of publication of its financial results disclosuresof related party transactions on a consolidated basis in the format specified in therelevant accounting standards for annual results to the stock exchanges.
Particulars of contracts or arrangements with related parties pursuantto section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules2014 are provided in Annexure - E in Form AOC-2 and forms part of this report.
28. CORPORATE GOVERNANCE
At the Company we ensure that we comply with the corporate governanceguidelines and best practices to boost longterm shareholder value and to respect minorityrights. The Company considers it an inherent responsibility to disclose timely andaccurate information regarding its operations and performance as well as the leadershipand governance of the Company.
Pursuant to Regulation 34 read with Schedule V of SEBI ListingRegulations a separate report on Corporate Governance along with the compliancecertificate from Mr. Natesh K Company Secretary in practice confirming compliance withthe requirements of Corporate Governance is set out in Annexure - F forming part of thisreport.
29. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as stipulated under Regulation 34 ofSEBI Listing Regulations is set out in Annexure G forming part of this report
30. RISK MANAGEMENT POLICY
Pursuant to the requirement of Regulation 21 of the SEBI ListingRegulations the Company has constituted a Risk Management Committee (RMC) consisting ofBoard members and senior executives of the Company. The Audit Committee has additionaloversight in the area of financial risks and controls. The Company has in place a RiskManagement framework to identify evaluate business risks and challenges.
31. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company believes that every employee should have the opportunity towork in an environment which is free from any kind of behavior or conduct which could beconsidered as sexual harassment. The Company is committed to treating every employee withdignity and respect. The Company has zero tolerance towards sexual harassment at theworkplace and has adopted a policy on prevention of sexual harassment policy in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the Rules thereunder. All employees consultants traineesvolunteers third parties and/or visitors at all business units or functions of theCompany are covered by the said policy. An Internal Compliance Committee (ICC) has beenset up to redress complaints received regarding sexual harassment.
The Company periodically conducts training sessions and workshops foremployees across the organization to build awareness about the Policy and the provisionsof Prevention of Sexual Harassment Act. The Company had mandated all employees to undergoonline training on Prevention of Sexual Harassment (POSH) and also conducted workshopsduring the year. The Company has filed Annual Return pursuant to the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 toappropriate authority.
During the year under review no complaint relating to sexualharassment was received.
32. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to theinformation and explanations provided to them your Directors pursuant to Section 134 (3)(c) of the Act state:
(a) that in the preparation of the annual accounts the applicableaccounting standards have been followed and no material departures have been made from thesame;
(b) that appropriate accounting policies have been selected and appliedconsistently and have made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as March 31 2022 andof the profit and loss of the Company for the year ended March 312022;
(c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) that the annual accounts have been prepared on a going concernbasis;
(e) that proper internal financial controls were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) that proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors take this opportunity to place on record their gratitudeand appreciation to all employees of the Company for their whole-hearted efforts as wellas their hard work dedication and collective contribution to the Company's performance.The Directors would also like to thank the shareholders customers dealers suppliersbankers and all other business associates for their continued support to the Company andfor the faith reposed in the management.
| ||For and on behalf of the Board of Directors of Ingersoll-Rand (India) Limited |
|Date : May 30 2022 ||Amar Kaul Chairman |
|Place: Dubai ||(DIN: 07574081) |