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International Combustion (India) Ltd.

BSE: 505737 Sector: Engineering
NSE: N.A. ISIN Code: INE403C01014
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NSE 05:30 | 01 Jan International Combustion (India) Ltd
OPEN 330.05
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VOLUME 579
52-Week high 388.50
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P/E 14.86
Mkt Cap.(Rs cr) 78
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Sell Price 0.00
Sell Qty 0.00
OPEN 330.05
CLOSE 334.00
VOLUME 579
52-Week high 388.50
52-Week low 235.70
P/E 14.86
Mkt Cap.(Rs cr) 78
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

International Combustion (India) Ltd. (INTLCOMBUSTION) - Director Report

Company director report

To the Members

Your Directors take pleasure in presenting the Eighty-Sixth AnnualReport including the Audited Annual Financial Statements of the Company for the FinancialYear ended 31st March 2022.

Financial Results

(Rs in lakh)

2021-22 2020-21
Revenue from Operations 16889 10955
Profit before depreciation interest & tax 1165 6
Less: Interest 169 232
469 435
Depreciation 638 667
Profit/(Loss) before Tax 527 (661)
Less: Provision for Income Tax -
Current Tax 110 -
2 (145)
Deferred Tax (reversal)/charge 112 (145)
Profit/(Loss) after Tax 415 (516)
Other Comprehensive Income/(Loss) for the year (net of tax) 47 36
Total Comprehensive Income/(Loss) 462 (480)

Dividend

Your Directors are pleased to recommend a dividend of 20% (i.e. Rs. 2/-per equity share) on 2390276 equity shares of the face / nominal value of Rs.10/- eachfor the Financial Year ended 31st March 2022. The dividend if approved at theforthcoming Annual General Meeting will absorb Rs. 47.81 lakh.

Operations and State of The Company's Affairs

You are aware that the effect of the COVID-19 pandemic continued tillthe end of the second quarter of the financial year under review thereby affecting theoperations and thereafter the situation improved progressively. As a result of thispandemic and various other causes there has been a severe disruption in supply chain on aglobal scale and this has affected your Company as well.

There are a few difficulties faced by the industry and your Company asunder:

• There was a sharp rise in the cost of input material

• Extremely long lead time

• Uncertain supplies from most of the vendors including reputedinternational players.

This situation is unprecedented and has affected the industry ingeneral and especially the engineering industry in India and all the countries abroad.

Your Directors are however pleased to state that despite suchunfavourable situation the management team of your Company has made special efforts andthe revenue from operations for the year under review has increased to Rs. 16889 lakh asagainst Rs. 10955 lakh for the previous year and which resulted in a profit before tax ofRs. 527 lakh for the year under review as against a loss before tax of Rs. 661 lakh forthe previous year.

Future Outlook

In view of the pandemic most capital expenditures were undersuspension across the industry and from the third quarter of the Financial Year 2021-22the capital investments resumed and the Company has been receiving large volumes of ordersfor all Divisions. This trend is expected to continue throughout the current financialyear but for obvious reasons it would stabilize at a particular plateau over a period oftime.

Your Company therefore finds that for the current financial year aswell as the year thereafter there would be sufficient orders to continue the growth whichthe Company has seen in the Financial Year 2021-22. However we would also like you torecognise that your Company is in the business of supplying capital machinery to variousindustries and equipment for various projects and occasionally the time gap betweenreceipt of the order and completion of the contract is long. The unstable and rising inputcosts therefore remains a great concern and though the top line is likely to increasesubstantially the profitability may be affected because of this. The Company however ismaking necessary efforts to circumvent this situation and expects for a substantiallybetter profitability in the current and next financial years.

The Company would also like to mention that there has been substantialimprovement in the performance of the Building Material Division and though the Divisionstill suffers some losses but the pattern of the growth that we are seeing the Divisionis expected to make profit in a short period of time. To strengthen this Division theCompany would also be launching various water proofing products as well as extending theportfolio and is under discussion with technology partner CAPA Spain in this connection.

Dissolution of Joint Venture Company

Pursuant to the application made on 30th December 2020 under Section248 of the Companies Act 2013 for striking off and dissolution of M/s. Mozer ProcessTechnology Pvt. Ltd. a Joint Venture Company of the Company a Notice of Striking Off andDissolution in Form No. STK-7 was issued by the Registrar of Companies West Bengalintimating the due striking off and dissolution of the said M/s. Mozer Process TechnologyPvt. Ltd. with effect from 27th January 2022.

Consolidated Financial Statements

Pursuant to the termination of the Joint Venture (JV) Agreement theCompany had with Allgaier Werke GmbH Germany in connection with its JV Company MozerProcess Technology Private Limited (MPTPL) the write off in the books of the Company ofthe entire investment in the said JV Company and the striking off and dissolution of thesaid JV Company effected by the Registrar of Companies West Bengal MPTPL has ceased tobe a JV Company of the Company with effect from 30th December 2020 and therefore thenecessity of preparing Consolidated Financial Statements of the Company has ceased as theCompany at present does not have any subsidiary associate or JV Company.

Capital Expenditure

The total capital expenditure incurred by the Company during theFinancial Year under review was Rs. 205.12 lakh.

Extract of Annual Return

An extract of the Annual Return as on the Financial Year ended on 31stMarch 2022 as required under Section 134(3) of the Companies Act 2013 read with Section92(3) of the said Act and Rule 12(1) of the Companies (Management and Administration)Rules 2014 is set out in Annexure-I forming part of this Report.

Energy Conservation Technology Absorption and Foreign ExchangeEarnings & Outgo

All feasible energy conservation methods are being pursued by theCompany and implemented in phases. As required under Section 134(3)(m) of the CompaniesAct 2013 read with the Rule 8(3) of Companies (Accounts) Rules 2014 particularsregarding Conservation of Energy Technology Absorption and Foreign Exchange Earnings& Outgo are set out in Annexure-II forming part of this Report.

Related Party Transactions

Your Board has framed a Related Party Transactions Policy which isavailable on the Company's website. During the year the Company had not entered intoany contract/ arrangement/ transaction with any related party which could be consideredmaterial in accordance with the Related Party Transactions Policy of the Company.

The only reportable related party transactions of the Company duringthe Financial Year ended 31st March 2022 are the remuneration / sitting fees drawn by itsKey Managerial Personnel / other Non- Executive Directors which are duly covered underthe Remuneration Policy of the Company and well within the limits prescribed by law and /or already duly approved by the Audit Committee/ Nomination & Remuneration Committee /Board of Directors / Shareholders as the case may be as required under law. Further theCompany did not have any subsidiary associate or JV during the whole of FY 2021-22 and noother related party transactions.

All related party transactions have been entered into in the ordinarycourse of business on an arm's length basis and are placed periodically before theAudit Committee in summary form. There are no significant related party transactionswhich have a conflict with the interests of the Company at large. The related partytransactions have been disclosed in Note No. 43 of the Notes to the Financial Statementsfor the Financial Year ended 31st March 2022.

There are no material related party transactions made by the Companywith Promoters Directors or Key Managerial Personnel which may have a potential conflictwith the interest of the Company at large.

Accordingly the disclosure of related party transactions as requiredunder Section 134(3)(h) of the Companies Act 2013 read with Section 188 of the said Actand Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is not applicable tothe Company.

Details Relating to Remuneration of Directors & Employees

A statement as required under Section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 relating to details of remuneration of Directors and employeesdrawn during the Financial Year ended 31st March 2022 is set out in Annexure-IIIforming part of this Report.

Number of Board Meetings

5 (Five) Board meetings of the Company were held during the FinancialYear ended 31st March 2022. For further details please refer to the Report on CorporateGovernance forming part of this Annual Report.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act 2013 read withSection 134(5) of the said Act the Directors to the best of their knowledge and beliefconfirm that:

a) in the preparation of the annual accounts the applicable accountingstandards have been followed by the Company along with proper explanation relating tomaterial departures if any;

b) appropriate accounting policies have been selected and appliedconsistently and such judgments and estimates have been made that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at31st March 2022 and of the profit / (loss) of the Company for the year ended on thatdate;

c) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the Annual Accounts have been prepared on a going concern basis;

e) the Board had laid down internal financial controls to be followedby the Company and that such internal financial controls were adequate and were operatingeffectively; and

f) proper systems to ensure compliance with the provisions of allapplicable laws have been devised and such systems were adequate and operatingeffectively.

Directors

Mr. Ratan Lal Gaggar (DIN 00066068) & Mr. Sandipan Chakravortty(DIN 00053550) Independent Directors on the Board are not liable to retire by rotationin terms of the provisions of Section 149(13) of the Companies Act 2013.

Mr. Sanjay Bagaria (DIN 00233455) Non-Executive Chairman retired byrotation at the 85th Annual General Meeting of the shareholders of the Company held on29th September 2021 and being eligible had offered himself for re-appointment and wasduly re-appointed as a Director of the Company whose period of office shall be liable tobe determined by retirement of Directors by rotation.

Considering the recommendations of the Nomination and RemunerationCommittee of the Board the Board of Directors of the Company at its meeting held on 19thApril 2021 had re-appointed Mr. Indrajit Sen (DIN 00216190) as the Managing Director ofthe Company for a further period of three years with effect from 1st May 2021 on theexpiry of his previous term on 30th April 2021 and the said re-appointment was dulyapproved by the shareholders of the Company at their 85th Annual General Meeting held on29th September 2021 by means of a Special Resolution.

Mr. Sanjoy Saha (DIN 00226685) Non-Executive Director retires byrotation at the ensuing 86th Annual General Meeting (AGM) and being eligible offershimself for re-appointment.

On 5th July 2022 the Company received a notice of resignation fromthe Board of Directors of the Company from Mrs. (Prof.) Bharati Ray (DIN 06965340)Independent Woman Director due to her advanced age and health-related issues. The Boardacknowledges and places on record the invaluable contributions rendered by Mrs. Ray duringher tenure as a Director of the Company. The Board at its meeting held on 26th July 2022appointed Ms. Nayantara Palchoudhuri (DIN 00581440) as an Independent Woman Director onthe Board in place of Mrs. (Prof.) Ray subject to shareholders' approval at theirensuing 86th AGM by means of a Special Resolution.

Further Mr. Sandipan Chakravortty (DIN 00053550) IndependentDirector is seeking continuance in office by means of a Special Resolution proposed to bepassed by the shareholders at their ensuing 86th Annual General Meeting in view of theprovisions contained in Regulations 17(1A) & 25(2A) of the Securities & ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.Regulation 17(1A) of the SEBI (LODR) Regulations mandates that no Company shall appoint/re-appoint or continue in office any person who has attained the age of seventy-fiveyears as a non- executive Director on its Board unless approval is accorded to by theshareholders by means of a Special Resolution. Mr. Chakravortty was appointed by theshareholders as an Independent Director in September 2020 for a period of five yearswith effect from 7th February 2020 by means of an Ordinary Resolution and during thecourse of his current term in office Mr. Chakravortty shall attain the age of 75 years.Regulation 25(2A) of the SEBI (LODR) Regulations which came into force with effect from1st January 2022 mandates that the appointment or re-appointment of an IndependentDirector shall be subject to the approval of the shareholders by means of a SpecialResolution and although it does not specifically apply to past appointments the Companyby way of abundant precaution has decided to seek the shareholders' approval for thesame by means of a Special Resolution.

The Company has received at the first meeting of the Board ofDirectors held during the Financial Year 2022-23 the declarations pursuant to Section149(7) of the Companies Act 2013 from Mr. Ratan Lal Gaggar Mr. Sandipan Chakravortty& Mrs. (Prof.) Bharati Ray Independent Directors of the Company to the effect thatthey meet the criteria of independence as specified in Section 149(6) of the said Act.Further the Company had obtained from Ms. Nayantara Palchoudhuri the said declarationpursuant to Section 149(7) of the Companies Act 2013 prior to her appointment on 26thJuly 2022.

The Nomination & Remuneration Committee of the Board has devisedand the Board has duly adopted a Board Diversity Policy dealing with Board composition andappointments which is available on the Company's website. The Nomination &Remuneration Committee nominates new appointees to the Board and the appointments are madeby the Board.

The Nomination & Remuneration Committee of the Board has alsoformulated the criteria for determining the qualifications positive attributes andindependence of Independent Directors to be appointed on the Board of the Company.

Remuneration Policy

The Nomination & Remuneration Committee of the Board has devisedand the Board has duly adopted a Remuneration Policy relating to the remuneration for theDirectors Key Managerial Personnel and other employees of the Company.

The Remuneration Policy of the Company ensures that the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivatethe employees in order to run the Company successfully. The Policy sets out the guidingprinciples for determining the remuneration payable to the Directors Key ManagerialPersonnel and other employees of the Company.

The remuneration payable to the Executive Directors is recommended bythe Nomination & Remuneration Committee based on the guiding principles as set out inthe Remuneration Policy and is subject to the approval of the Board the shareholders andthe Central Government wherever applicable.

As regards the Non-Executive Directors the Board from time to timedetermines the sitting fee payable for attending each meeting of the Board or Committeethereof within the overall limits fixed under the Companies Act 2013 and rules madethereunder. The Non-Executive Chairman is paid a Commission of upto 2% of the net profitsof the Company subject to the approval of the Nomination and Remuneration Committee theBoard the shareholders and the Central Government wherever applicable.

The employees of the Company are assigned grades according to theirqualifications and work experience competencies as well as their roles andresponsibilities in the Company. Individual remuneration is determined within theappropriate grade and is based on various factors such as job profile skill setsseniority experience and prevailing remuneration levels for equivalent jobs.

Remuneration of Managing Director

In an unprecedented and magnanimous gesture Mr. Indrajit Sen ManagingDirector of the Company in view of the COVID-19 pandemic and its economic and financialimpact on the Company intimated to the Nomination & Remuneration Committee and to theBoard his decision to forego / waive off the annual increase in his remuneration to whichhe was entitled as Managing Director of the Company with effect from 1st May 2020 tillthe remainder of his previous tenure i.e. upto 30th April 2021 as per his contract withthe Company and to instead draw the same scale of remuneration during the period from 1stMay 2020 till 30th April 2021 which he was drawing during the period from 1st May 2019till 30th April

2020 and further to completely forego his entire remuneration for themonth of April 2020.

The Nomination & Remuneration Committee and the Board appreciatingand lauding the selfless magnanimous and praiseworthy gesture of Mr. Sen in keeping theinterests of the Company paramount ratified the said voluntary decision of Mr. Sen toforego part of his remuneration and as the same required the approval of the shareholdersunder the provisions of Chapter XIII of the Companies Act 2013 the shareholders of theCompany at their 85th Annual General Meeting held on 29th September 2021 had dulyaccorded their approval to the same.

Further in view of the lockdowns induced by the COVID-19 pandemicduring the months of May and June 2021 and its resultant economic and financial impact onthe Company Mr. Sen had taken a decision to forego / waive off the increase in hisremuneration for the months of May and June 2021 as had been approved earlier by theBoard and had instead drawn the same scale of remuneration for the said months of May andJune 2021 as had been prevailing earlier. The Nomination & Remuneration Committeeand the Board ratified this decision of Mr. Sen and as the same requires approval of theshareholders under the provisions of Chapter XIII of the Companies Act 2013 theshareholders are requested to accord their approval for the same at the forthcoming 86thAnnual General Meeting.

Board Evaluation

The Nomination & Remuneration Committee of the Board has formulatedthe criteria for evaluating the performance of the Board and the individual Directors andthe same has been adopted by the Board. The Independent Directors in their separatemeeting evaluate the non-independent Directors and the Board as a whole once a year. TheIndependent Directors are evaluated individually once a year by the entire Board sans theIndependent Director being evaluated. The various Committees of the Board are evaluated bythe Board.

Other Key Managerial Personnel

Mr. Asish Kumar Neogi is the Chief Financial Officer of the Company.

Mr. P. R. Sivasankar is the Company Secretary of the Company.

Auditors' Report

The Auditors' Report on the Annual Financial Statements for theFinancial Year ended 31st March 2022 is with Unmodified Opinion i.e. there are noreservations qualifications or adverse remarks in the same.

Auditors

In accordance with Section 139 of the Companies Act 2013 M/s. Ray& Ray (Firm Registration No. 301072E) Chartered Accountants of Webel Bhawan GroundFloor Block EP & GP Bidhan Nagar Sector V Salt Lake Kolkata - 700 091 wereappointed as the Statutory Auditors of the Company at the 81st Annual General Meeting(AGM) of the shareholders of the Company held on 20th September 2017 for a period offive years with effect from the conclusion of the said 81st AGM till the conclusion of the86th AGM. As their term is coming to an end with the conclusion of the ensuing 86th AGMthe Audit Committee and the Board of Directors have duly recommended to the shareholdersthe re-appointment of M/s. Ray & Ray as the Statutory Auditors of the Company for asecond and final consecutive term of five years with effect from the conclusion of thesaid 86th AGM till the conclusion of the 91st AGM. M/s. Ray & Ray have expressed theirwillingness to continue to act as the Statutory Auditors of the Company if re-appointedand have further confirmed that their re-appointment if made shall be within the limitsspecified in Section 141(3)(g) of the Companies Act 2013.

Cost Records and Audit

In terms of the provisions of Section 148(1) of the Companies Act2013 read with the Companies (Cost Records and Audit) Rules 2014 the Company isrequired to maintain cost accounting records relating to all the products manufactured bythe Company and accordingly such accounts and records are made and maintained by theCompany.

Further in terms of the aforementioned provisions as the salesturnover of the Company was in excess of the specified limit of Rs. 100 crores during theFinancial Year ended 31st March 2020 audit of such cost accounting records relating toall the products manufactured by the Company was applicable for the Financial Year2020-21.

Accordingly M/s. S. Datta & Co. Cost Accountants in Practice whowere appointed as the Cost Auditors of the Company to audit the cost accounting recordsrelating to all the products manufactured by the Company across all its plants for thesaid Financial Year 2020-21 duly issued their Report which was filed by the Company withthe Ministry of Corporate Affairs Government of India on 24th December 2021. The duedate for filing the said report was 30th December 2021. The remuneration paid to the CostAuditors for the Financial Year 2020-21 was duly approved by the shareholders at their85th Annual General Meeting held on 29th September 2021.

As the sales turnover of the Company during the Financial Year ended31st March 2021 was also in excess of the specified limit of Rs. 100 crores audit ofsuch cost accounting records relating to all the products manufactured by the Company wasapplicable for the Financial Year 2021-22 and accordingly M/s. S. Datta & Co. CostAccountants in Practice were re-appointed as the Cost Auditors of the Company to auditthe cost accounting records relating to all the products manufactured by the Companyacross all its plants for the said Financial Year 2021-22.

However M/s. S. Datta & Co. vide its letter dated 2nd May 2022had tendered its resignation from its office in view of the ill-health of its proprietorMr. Satyabrata Datta. Accordingly M/s. DD & Associates Cost Accountants in Practicewere appointed as the Cost Auditors of the Company to audit the cost accounting recordsrelating to all the products manufactured by the Company across all its plants for thesaid Financial Year 2021-22 in order to fill in the casual vacancy caused by theresignation of M/s. S. Datta & Co. The remuneration proposed to be paid to the CostAuditors for the Financial Year 2021-22 shall be placed before the shareholders for theirapproval at their ensuing 86th Annual General Meeting.

Audit Committee

The Audit Committee of the Board as on date consists of Mr. Ratan LalGaggar Chairman of the Committee & Independent Director Mr. Sandipan ChakravorttyIndependent Director and Mr. Indrajit Sen Managing Director. For further details pleaserefer to the Report on Corporate Governance forming part of this Annual Report.

Secretarial Audit Report

The Secretarial Audit Report for the Financial Year ended 31st March2022 issued by Mr. Arup Kumar Roy Company Secretary in Practice Secretarial Auditor ofthe Company is annexed to this Report and marked as Annexure IV as required under Section204 of the Companies Act 2013.

There are no reservations qualifications or adverse remarks in thesaid Secretarial Audit Report.

Loans Guarantees or Investments U/S 186

The Company has not granted any loans to other bodies corporate nor hasthe Company given any guarantees or provided any security for loans by other bodiescorporate under Section 186 of the Companies Act 2013.

The Company invests its surplus fund in Fixed Deposits with banks or inFixed Maturity Plans/ debt- oriented mutual funds with Mutual Fund Houses which are fixedincome bearing debt funds.

The Company had invested Rs. 50 lakh in the equity shares of its JointVenture Company Mozer Process Technology Pvt. Limited (MPTPL). However pursuant to thetermination of the Joint Venture (JV) Agreement the Company had with Allgaier Werke GmbHGermany the Company had during the Financial Year 2020-21 written down/off in itsbooks the entire investment of Rs. 50 lakh made by it in the said JV Company and adjustedthe same with the free reserves of the Company. Consequently MPTPL has ceased to be a JVCompany of the Company with effect from 30th December 2020. Subsequently pursuant to theapplication made on 30th December 2020 under Section 248 of the Companies Act 2013 forstriking off and dissolution of MPTPL a Notice of Striking Off and Dissolution in FormNo. STK-7 was issued by the Registrar of Companies West Bengal intimating the duestriking off and dissolution of the said MPTPL with effect from 27th January 2022.

Risk Management

The Company has a Risk Management Plan in place approved by the Boardof Directors.

Internal Financial Controls

In the opinion of the Board the internal financial controls withreference to the Financial Statements established by the Board are adequate. During theyear such controls were tested and no material weakness in the design operation orimplementation thereof was observed.

Corporate Governance

In compliance with the provisions of the Securities & ExchangeBoard of India (Listing Obligations & Disclosure Requirements) Regulations 2015relating to Corporate Governance the following Reports/ Certificates are attached whichform part of this Annual Report:

i) Management Discussions and Analysis Report.

ii) Report on Corporate Governance.

iii) Compliance Certificate by CEO/CFO.

iv) Declaration from the Managing Director on compliance of Code ofConduct by the Directors and Senior Management Personnel.

v) Certificate by a Practicing Company Secretary regarding complianceof conditions of Corporate Governance.

Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act2013 which came into force with effect from 1st April 2014 a Corporate SocialResponsibility (CSR) Committee of the Board of Directors of the Company had beenconstituted on 2nd May 2014. The provisions relating to CSR was mandatorily applicable tothe Company for the Financial Years 2014-15 and 2015-16 in accordance with the criteriaspecified in Section 135(1) of the Companies Act 2013 read with Rules 1 & 2 of theCompanies (Corporate Social Responsibility Policy) Rules 2014. However the mandatoryprovisions of the CSR ceased to be applicable to the Company with effect from theFinancial Year 2016-17 as the Company did not any longer fulfill any of the three criteriafor determining applicability of the said provisions. The said mandatory provisionsrelating to CSR may once again become applicable to the Company in future if and when theCompany fulfills any of the three criteria as specified in the Act read with the Rules.However the said mandatory provisions relating to CSR were not applicable to the Companyfor the Financial Year 2021-22.

The CSR Committee currently implements CSR activities and programswhich are in the nature of non-mandatory or non-compulsory CSR. The CSR Committee as ondate comprises of Mr. Sanjay Bagaria Chairman of the Committee Ms. NayantaraPalchoudhuri Independent Director & Mr. Ratan Lal Gaggar Independent Director asits members. The CSR Committee had developed a CSR Policy which had been duly approved bythe Board and is available on the website of the Company. The CSR Committee is responsiblefor implementing the CSR Policy of the Company and reporting thereon to the Board.

A brief outline of the Company's CSR policy has been presentedbelow.

It is the Company's policy:

a) To direct its CSR Programmes inter alia towards achieving one ormore of the following -

i) eradicating hunger poverty and malnutrition promoting preventivehealth care and sanitation;

ii) promoting education including special education and employmentenhancing vocational skills especially among children women elderly and thedifferently abled and livelihood enhancement projects;

iii) protection of national heritage art and culture;

iv) contribution to the Prime Minister's National Relief Fund orany other fund set up by the Central Government/ State Governments for socio-economicdevelopment;

v) ensuring environmental sustainability ecological balanceprotection of flora and fauna conservation of natural resources and maintaining qualityof soil air and water;

vi) creating livelihoods for people especially those fromdisadvantaged sections of society in rural and urban India;

b) To develop the required capability and self-reliance ofbeneficiaries at the grass roots in the belief that these are prerequisites for socialand economic development;

c) To pursue CSR Programmes primarily in areas that fall within theeconomic vicinity of the Company's operations to enable close supervision and ensuremaximum development impact

d) To carry out CSR Programmes in relevant local areas to fulfillcommitments arising from requests by government/regulatory authorities;

e) To provide equal opportunities to beneficiaries of theCompany's CSR Programmes such as vendors or employees on merit;

f) To promote sustainability in partnership with industry associationslike the Bengal Chamber of Commerce & Industry Indian Chamber of CommerceConfederation of Indian Industry (CII) Indo- German Chamber of Commerce etc. of whichthe Company is a member through various activities and programmes.

The full CSR Policy of the Company is available at the Company'swebsite and the web-link for the same is:https://www.internationalcombustion.in/pdf/CSR_Policy.pdf.

Vigil Mechanism

Pursuant to Section 177 of the Companies Act 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of theSecurities & Exchange Board of India (Listing Obligations & DisclosureRequirements) Regulations 2015 the Board of Directors of the Company have established aVigil Mechanism (Whistle Blower Policy) of the Company for the purpose of enabling theDirectors and Employees to report unethical behaviour actual or suspected fraud andviolation of the Company's Code of Conduct or ethics policy and the same has beenposted on the website of the Company. The Audit Committee of the Board is responsible foroverseeing/ monitoring the functioning and implementation of the Vigil Mechanism.

Human Resource Management

The human resource development programmes in various areas areundertaken on an ongoing basis.

Industrial Relations

Industrial relations during the year under review at all units remainedcordial.

Fixed Deposits

The Company did not have any outstanding fixed deposits as on 31stMarch 2022 or as on 31st March 2021. The Company did not accept any fixed deposits duringthe year.

Credit Ratings

In January 2022 credit rating agency ICRA Limited had re-affirmed thelong-term rating of [ICRA]BB+ (pronounced as ICRA double B plus) [signifying a moderaterisk of default regarding timely servicing of financial obligations] on the fund-based andnon-fund based working capital credit facilities enjoyed by the Company from its bankerson consortium basis. The outlook on the long term rating had been revised from Negative toStable. ICRA had also re-affirmed the short-term rating of [ICRA]A4+ (pronounced as ICRA Afour plus) [signifying a minimal degree of safety regarding timely servicing of financialobligations and carrying very high credit risk and susceptibility to default] on theaforementioned facilities.

In July 2022 Care Ratings Limited (CARE) newly appointed creditrating agency of the Company had assigned the long-term rating of CARE BBB- (pronouncedas CARE triple B minus) [signifying a moderate degree of safety regarding timely servicingof financial obligations] on the fund-based and non- fund based working capital creditfacilities enjoyed by the Company from its bankers on consortium basis. The outlook on thelong term rating had been stated as Stable. CARE had also assigned the short- term ratingof CARE A3 (pronounced as CARE A three) [signifying a moderate degree of safety regardingtimely servicing of financial obligations and carrying higher credit risk as compared toinstruments rated in the two higher categories] on the aforementioned facilities. Thisrating assignment by CARE is to be considered as a ratings upgrade vis-a-vis the lastratings assigned by the erstwhile ratings agency of the Company viz. ICRA Ltd. inJanuary 2022.

Quality Certifications

The Quality Management Systems of the Company with respect to itsplants at Baidyabati Nagpur & Aurangabad and also its Corporate Office at Kolkatahave been certified by the Indian Register Quality Systems (Accreditation by RvA theNetherlands) to conform to the requirements of the Standard ISO 9001:2008.

Registration Under MSMED Act

Your Company is now registered as a medium enterprise under the MicroSmall & Medium Enterprises Development Act 2006.

General

No significant or material orders have been passed by the regulators orcourts or tribunals impacting the going concern status of the Company or theCompany's operations in future.

An Internal Complaints Committee as required under The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 hadbeen formed with Mrs. Swagata Roy Assistant General Manager - Finance the senior-mostwoman employee in the Company as its Presiding Officer. No complaints of sexualharassment were received by the Committee during the year under review.

Acknowledgement

Your Directors take this opportunity to thank all governmentauthorities banks customers suppliers and shareholders for the continuous supportextended by them to the Company. Your Directors also place on record their appreciationfor the dedication and commitment of the employees at all levels in achieving andsustaining excellence in all areas of operations of the Company.

For & on behalf of the Board
Kolkata Sanjay Bagaria
26th July 2022 Chairman

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