The Directors have pleasure in presenting their 46 Annual Report and Audited FinancialStatements for the year ended 31st March 2021.
1.FINANCAL MATTERS :
| || ||(INR in Lacs) |
|No. PARTICULARS ||2020-21 ||2019-20 |
|1 Total Income ||10500.89 ||9575.81 |
|2 Profit Before || || |
|Depreciation & Tax ||717.25 ||550.97 |
|(PBDT) || || |
|3 Less : Depreciation ||659.01 ||659.31 |
|4 Less : Tax (All) ||(16.53) ||(35.95) |
|5 Profit After Taxes (PAT) ||41.70 ||(72.39) |
|6 Other Comprehensive income ||(2.17) ||(6.95) |
|7 Amount available for appropriation ||39.54 ||(79.34) |
|8 Appropriations : || || |
|(a) Proposed Dividend ||62.50 ||5.00 |
|(b) Corporate ||- ||- |
|Dividend Tax || || |
|(c ) Balance carried forward ||- ||(84.23) |
2. STATE OF COMPANY'S AFFAIRS :
The total income for the financial year under review was Rs. 10505.32 Lacs as againstRs. 9580.24 Lacs for the previous year which is increase by 9.67 % in revenue as compareto previous years. The profit before tax for the financial year under review is Rs. 64.06Lacs as against Rs. (103.17) Lacs for the previous year. The profit after tax for thefinancial year review was Rs 47.53 Lacs as against Rs. (67.22) Lakhs for the previousyear.
There are no material changes and commitments which affect the financial position ofthe Company as on the date of this report since March 31 2021.
There was no change in the nature of the business during the year under review.
3. RESEARCH & DEVELOPMENT:
Product Development and Process Improvements actively continued during the year.
4. WIND POWER PROJECT:
The Company's two Wind Turbine Generators are operating satisfactorily.
5. DIVIDENDS :
The Directors have recommended payment of dividend of Rs. 1.25/share for 50 00000equity shares of face value of Rs. 10 each (Including Rs 0.75 as special dividend) i.e.at 12.5% subject to approval of the members at this Annual General Meeting.
The Dividend payment is based upon the parameters mentioned in the DividendDistribution Policy approved by the Board of Directors of the Company which is in linewith regulation 43 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 ('SEBI LODR Regulations').
6. SHARE CAPITAL OF COMPANY:
There was no change in the share capital during the year review.
7. SUBSIDIARY COMPANY & INFORMATION ABOUT THE FINANCIAL PERFORMANCE /FINANCIAL POSITION OF THE SUBSIDIARY:
Company has only one Subsidiary Company.
The summary information on the balance sheet of the subsidiary company is given in thisannual report in Annexure -2 -AOC-1
8. DIRECTORS'RESPONSIBILITY STATEMENT :
Your Directors confirm that
I. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
II. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended31st March 2021 and of the profit of the Company for that period;
III. The directors have taken proper and sufficient care 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;
IV. The directors have prepared the annual accounts on a going concern basis;
V. The Board has laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively; andThe directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
9. DEPOSIT :
The Company has not accepted deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013. The Company does not have any unclaimed deposits asof date. Pursuant to the Ministry of Corporate Affairs (MCA) notification amending theCompanies (Acceptance of Deposits) Rules 2014 the Company has filed with the Registrarof Companies (ROC) the requisite returns for outstanding receipt of money/loan by theCompany which is not considered as deposits.
10. DETAILS OF DIRECTORS OR KMP WHO WERE APPOINTED OR HAVE RESIGNED/RETIRED DURING THEYEAR.
Mr. G.V.Shah Chief Financial Officer of the Company resigned w.e.f 20/07/2020.
Mr. Hemant Shah appointed as additional Non-Executive Independent Director w.e.f03/09/2020 and was regularized at AGM held on 29/09/2020.
Mr. Girish Shah and Mr. Akshay Shah Non Executive Independent Director of the Companyretired at AGM held on 29/09/2020.
Mrs. Mamta Devi Raol is appointed as additional Non Executive Independent Director onBoard of the Company w.e.f from 12/01/2021.
Ms. Jagruti Vaghela is appointed as Chief Financial Officer of the Company w.e.f12/01/2021.
EVENTS OCCURRING AFTER BALANCE SHEET DATE
CHANGE IN DIRECTORS/KMP:
The Details of appointment/re-appointment of the Director:
Mrs. Vishakha P. Tamboli (DIN 06600319) retires by rotation as required by theCompanies Act and she being eligible offers herself for her reappointment.
Necessary resolutions relating to Directors who are seeking appointment/reappointmentare included in the Notice of Annual General Meeting. The relevant details of the saidDirectors are given in the Notes/Annexure to the Notice of the Annual General Meeting.
11. BOARD COMMITTEE & DETAILS OF BOARD
MEETING HELD DURING THE YEAR:
The Company has constituted the following Committees of the Board of Directors:
- Audit Committee;
- Stakeholders Relationship Committee; - Corporate Social Responsibility Committee; -Nomination and Remuneration Committee; and - Internal Complaint Committee
The Corporate Governance Report in annexure A contains the details of the compositionof each of the above Committees their respective role and responsibilities and details ofBoard Meeting held during the financial year 20-21.
12. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES DIRECTORS AND CHAIRMAN:
The Nomination & Remuneration Committee and the Board have laid down the manner inwhich formal annual evaluation of the performance of the Board committees individualdirectors and the Chairman has to be made. All Directors responded through a structuredquestionnaire giving feedback about the performance of the
Board its Committees Individual directors and the Chairman.
The Board Performance Evaluation inputs including areas of improvement for theDirectors Board processes and related issues for enhanced Board effectiveness werediscussed in the meeting of the Independent Directors held on 08.02.2021 and in thesubsequent meeting of Nomination and Remuneration Committee and the Board. Most of thesuggestions from the Board Evaluation exercise of FY 2020-21 have been suitablyimplemented such as considering qualitative criteria for performance evaluation exercise.
13. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS &PARTICULARS OF EMPLOYEES AND REMUNERATION:
The Company's policy on Directors' Appointment and Remuneration and other mattersprovided in Section 178(3) of the Act has been stated in the Corporate Governance Reportwhich forms part of the Board's Report.
The statement of particulars of employees pursuant to Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisAnnual Report. However pursuant to proviso to Section 136 (1) of the Companies Act 2013the report and accounts are being sent to members excluding this statement of particularsof employees. This statement is available for inspection by the Members at registeredoffice of the Company during business hours on working days up to the date of the ensuingAnnual General Meeting. Further any member interested in obtaining a copy of thisstatement may write to Company Secretary at email@example.com
14. ADEQUACY OF INTERNAL FINANCIAL CONTROL:
The Company has designed and implemented a process driven framework for InternalFinancial Controls ("IFC") within the meaning of the explanation to Section134(5) (e) of the Companies Act 2013. For the year ended 31st March 2021 the Board is ofthe opinion that the Company has sound IFC commensurate with the nature and size of itsbusiness operations and operating effectively and no material weakness exists. The Companyhas a process in place to continuously monitor the same and identify gaps if any andimplement new and/or improved controls wherever the effect of such gaps would have amaterial effect on the Company's operations.
15. HUMAN RESOURCES :
The year under review saw progress in people practices as the Company continued onits journey of excellence in people management policies and processes as your companyconsiders its employees as most valuable assets of the company and it is known thatwithout good employees even the best of companies ideas and growth will fail hence forcontinues development of the same company on frequent intervals organises varioustraining program for learning latest developments and skills. Improving employeesefficiency and performance has always been top priority for the company as its the"human assets" are the prime facie assets of the company results of which addsto the valuable goodwill of the company as your company is made up of all skilled andprofessionally devoted employees who work hard always for the company. The Company alsoaims to align human resource practices with its business goals. The performance managementsystem enables a holistic approach to the issue of managing performance and does not limitto only an appraisal.
16. AUDITORS & AUDITS :
1. Statutory Auditors:
There are no qualifications reservations or adverse remarks or disclaimers made by "Park"& Company Chartered Accountant (Bhavnagar) statutory auditors of the company.
2. Secretarial Auditors:
The Board of Directors of the Company have appointed Mr. Alpesh Paliwal of M/s Paliwal& Co Practising Company Secretaries Ahmedabad to conduct the Secretarial Audit andhis Report on Company's Secretarial Audit is appended to this Report as Annexure -1
The Secretarial Audit Report for the financial year ended March 31 2021 containsobservation as given in the Secretarial Audit Report provided as Annexure -1 to thisreport
The observations made in the report are self explanatory and company has done necessaryfiling in regard to the observations mentioned. All the delay and late filling reportedwere due to COVID-19 situation.
3. Cost Auditors:
The Board of Directors of the Company on recommendation of Audit Committee appointedM/s. Parmaar Rajani & Associates Cost Accountants (FRN 000414) as Cost Auditors ofthe Company for the financial year 2021 22 at a fee of 35000 (Rupees Thirty Five Thousandonly) plus applicable taxes and out of pocket expenses subject to the ratification of thesaid fees by the members at the ensuing Annual General Meeting pursuant to Section 148 ofthe Companies Act.
The cost audit report would be filed with the Central Government within prescribedtimelines.
17. AUDIT COMMITTEE :
All details regarding Audit Committee of the Company is in given in Annexure- ACorporate Governance Report forming part of this report.
18. NOMINATION AND REMUNERATION POLICY OF DIRECTORS :
Terms and Reference including Scope of Nomination and Remuneration Committee anddetails of Policy laid down by the Nomination and Remuneration Committee for remunerationof Directors Key Managerial Persons (KMP) and other employees and the criteria formulatedby the committee are mentioned in Annexure A- Corporate Governance report as requiredunder Section 178 of Companies Act 2013.
The information relating to remuneration of the Directors as required under theprovisions of Section 197(12) of the Act is given in Annexure 5 to this report.
19. RISKS MANAGEMENT :
The Management identifies the key risks for the Company develop and implement the riskmitigation plan reviews and monitors the risks and corresponding mitigation plans on aregular basis and prioritize the risks if required depending upon the effect on thebusiness/reputation.
20. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED :
The Company has disclosed the full particulars of the loans given investments made orguarantees given or security provided as required under section 186 of the Companies Act2013 Regulation 34(3) and Schedule V of the SEBI LODR Regulations in Note 6 forming partof the financial statement.
21. RELATED PARTY TRANSACTIONS :
All related party transactions entered into during the year were on arm's length basisand were in the ordinary course of business. There are no materially significant relatedparty transactions made by the Company with promoters directors key managerial personnelor other designated persons which may have a potential conflict with the interest of theCompany at large. Accordingly the disclosure of related party transactions in Form AOC-2is not applicable.
Prior omnibus approval of the Audit Committee is obtained for related partytransactions which are repetitive in nature and in case such transactions exceed thelimits approved through the omnibus approval the transactions are subsequently ratified.The transactions entered into pursuant to the omnibus approval so granted are reviewed ona quarterly basis by the Audit Committee.
Detailed disclosure on related party transactions as per Ind AS-24 containing name ofthe related party and details of the transactions entered with such related party havebeen provided under Notes to financial statements. Disclosure on related partytransactions on half year basis is also submitted to the stock exchanges.
The policy on related party transactions as approved by the Board is available on thewebsite of the Company www.ipcl.in
22. CORPORATE SOCIAL RESPONSILIBITY POLICY :
In pursuant to the provisions of section 135 and schedule VII of the Companies Act2013 CSR Committee of the Board of Directors was formed to recommend (a) the policy onCorporate Social Responsibility (CSR) and (b) implementation of the CSR Projects orPrograms to be undertaken by the Company as per CSR Policy for consideration and approvalby the Board of Directors. All the details related to CSR are provided in Annual CSRReport forming part of this report.
The company has formed CSR committee as the company was falling under the prescribedcriteria in preceding years and details of same is given in the Corporate GovernanceReport forming part of this report.
23. SEXUAL HARASSMENT POLICY :
The Company has in place a Zero tolerance Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. The company has also formed Internal Complaint Committee.
There were no case reported during the period neither there is any case pending.
24. VIGIL MECHANISM / WHISTLEBLOWER POLICY :
The Company has established a Vigil Mechanism and Whistle Blower Policy for itsDirectors and employees. The said Policy has been communicated to the Directors andemployees of the Company and also posted on the website of the Company.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS :
During the year there were no orders passed by the regulators which affected the goingconcern of the Company's operation present and future.
26. EXTRACT OF ANNUAL RETURN AS PER SECTION
92 (3) OF COMPANIES ACT 2013:
The details forming part of the extract of the
Annual Return in form MGT - 9 is annexed herewith as "Annexure -3" and thesame is placed
on website of the Company.
27. DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director of theCompany under section 149(7) of the Companies Act 2013 that the Independent Director ofthe Company meet with the criteria of their Independence laid down in Section 149(6) andalso under the Listing Regulations.
The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Companies Act 2013.
The Independent Directors of the Company have registered themselves with the data bankmaintained by Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of theAct read with Rule 6(4) of the Companies (Appointment & Qualification of Directors)Rules 2014 the Independent Directors are required to undertake online proficiencyself-assessment test conducted by the IICA within a period of one (1) year from the dateof inclusion of their names in the data bank. The said online proficiency self-assessmenttest is undertaken by the Independent Directors of the Company as applicable within theprescribed timelines.
28. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND BALANCE SHEET DATE:
There are no material changes and commitments that would affect financial position ofthe Company from the end of the financial year of the Company to which the financialstatements relate and the date of the Board's report
29. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENTTECHNOLOGYUPGRADATION/ABSORPTION FOREIGN EARNINGS AND OUTGO & THE CHANGE IN THE NATURE OF BUSINESS:
The Company's principle product is "Un machined and Machined Ferrous andNon-ferrous alloys Investment Castings". The Government has not classified the saidcategory of product for giving information relating to the Conservation of EnergyResearch and Development Technology Up gradation/Absorption Foreign Earnings and Outgo.
Information as required to be given under Section 134(3)(m) read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is provided in Annexure -4 forming part of this BoardReport.
30. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with all the requisite standards norms and regulations asissued and notified from time to time by The Institute of Companies Secretaries of Indiaand as prescribed by the Central Government.
31. INSIDER TRADING REGULATIONS:
In terms of the provisions of the Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015 the Company has formulated a "Code of Conductfor Prevention of Insider Trading" and "Code of Practices and Procedures forFair Disclosure of Unpublished Price Sensitive Information" for regulatingmonitoring and reporting of trading in shares of the Company by the Promoters DesignatedPersons Key Managerial Personnel Directors Employees Connected Persons and Insiders ofthe Company. The said codes are in accordance with the said Regulations and are alsoavailable on the website of the Company.
32. CREDIT RATING :
For the Financial Year 2020-2021 under review The Company has obtained Annual CreditRating from CARE Rating Limited pursuant to an Agreement between CARE Limited and IPCL.CARE has rated the Company as BB++ for long-term' and A4+ for short-term' [fund base andnon-fund base bank facilities].
33. LISTING WITH STOCK EXCHANGES :
The Company is listed on The Bombay Stock Exchange Ltd. (BSE) since 1976. The companyhas paid listing fees to BSE for 2020-2021.
34. CORPORATE GOVERNANCE :
The Company is committed to good corporate governance practices. The Report onCorporate Governance as stipulated under Listing Regulations forms an integral part ofthis Annual Report and is given as Annexure -A
35. SEGMENT REPORTING :
The company has in accordance with the Indian Accounting Standard (Ind AS) 108-Operating Segments Identified Investment Activity and Power Generation Activities as itssegments.
36. ACCOUNTING FOR TAXES ON INCOME :
Deferred Tax Liability of Rs. 6.43 Lacs has been credited to the amount available forappropriation for the current Financial Year 2020-2021.
37. MANAGEMENT DISCUSSION & ANALYSIS :
Management Discussion and Analysis Report for the year under review as required underListing Regulations is enclosed as part of this report.
38. QUALITY :
Your Company has a dedicated and efficient Quality Assurance ("QA") team ismonitoring product quality. The team also looks after all the audit of various QualitySystem related certificates and adheres and implements the requirement of audit conductedby the auditors of various certificate.
39. INSURANCE :
All the assets of the Company viz. Buildings plant and machineries Stocks etc. areadequately insured and the insurance is renewed from time to time as per the due datesduring the year.
40. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS :
In compliance with the requirements of the Listing Regulations the IndependentDirectors have been familiarized about the Company by the functional heads of variousdepartments of the Company which includes detailed presentations on the vision and missionof the Company its operations business plans technologies and also future outlook ofthe entire industry.
41. DEPOSITORY SYSTEM :
As the members are aware the Company's shares are compulsorily tradable in electronicform.
SEBI LODR Regulations mandate that the transfer except transmission and transpositionof securities are to be carried out in dematerialized form only with effect from 1st April2019. In view of the numerous advantages offered by the Depository system as well as toavoid frauds members holding shares in physical mode are advised to avail of the facilityof dematerialization from either of the depositories. Accordingly any investor desirousof transferring shares (which are held in physical form) can transfer only after theirshares are dematerialized.
Further in adherence to SEBI's circular to enhance the due-diligence fordematerialization of the physical shares the Company has provided the static database ofthe shareholders holding shares in physical form to the depositories to augment theintegrity of its existing systems and enable the depositories to validate anydematerialization request.
42. COMPANY RESPONSE TO COVID-19 :
Following the outbreak of the Corona virus and the subsequent lockdowns that followedI&PCL for FY 20-21 commenced operations from April 26 2020 after implementation ofstandard protocols in line with the guidelines prescribed during the first wave ofCovid-19. Despite missing on major revenue for the first quarter and sluggish sales for Q2& Q3 Q4 saw a solid recovery in terms of demand. Overall despite the hardships ofthe year we are happy to announce that we were able to make a profit for the year.
We are following all the government regulations for Covid-19 such as safety and hygieneprotocols like wearing face masks social distancing and workplace sanitation andemployee awareness and vaccination programs. These protocols are regularly reviewed andupdated based on revisions in guidelines received from authorities concerned from time totime.
43. REPORTING OF FRAUD :
The Auditors of the Company have not reported any instances of fraud committed againstthe Company by its officers or employees as specified under Section 143(12) of theCompanies Act 2013.
44. GENERAL :
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
I. Details relating to deposits covered under
Chapter V of the Companies Act 2013
II. No significant or material orders were passed by the Regulations or Courts orTribunals which impact the going concern status and Company's operations in future
III. Your Directors further state that during the year under review there were nocases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
45. ACKNOWLDGEMENT :
Your Directors wish to place on record their appreciation of the contribution made byemployees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation to the shareholders dealersdistributors consumers banks and other financial institutions for their continuedsupport.
Your Directors take this opportunity to all for placing immense faith and consistenttrust in your company.
|For and on behalf of Board |
|For INVESTMENT & PRECISION CASTINGS LIMITED |
|Mr. Piyush Tamboli |
|Chairman & Managing Director |
|Place- Bhavnagar |
|Date- 10th June 2021 |