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Investment & Precision Castings Ltd.

BSE: 504786 Sector: Engineering
NSE: N.A. ISIN Code: INE155E01016
BSE 00:00 | 27 Jan 300.90 3.50
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292.10

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NSE 05:30 | 01 Jan Investment & Precision Castings Ltd
OPEN 292.10
PREVIOUS CLOSE 297.40
VOLUME 4872
52-Week high 322.00
52-Week low 206.25
P/E
Mkt Cap.(Rs cr) 150
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 292.10
CLOSE 297.40
VOLUME 4872
52-Week high 322.00
52-Week low 206.25
P/E
Mkt Cap.(Rs cr) 150
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Investment & Precision Castings Ltd. (INVPRECCAST) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting their 47

Annual Report and Standalone Audited Financial

Statements for the year ended 31 March 2022.

1. FINANCAL MATTERS :

(Rs. in Lacs)

No. PARTICULARS 2021-22 2020-21
1 Total Income 13298.21 10505.32
2 Profit Before Depreciation & Tax (PBDT) 759.76 723.08
3 Less : Depreciation 736.04 659.01
4 Less : Tax (All) 5.86 16.53
5 Profit After Taxes (PAT) 17.86 47.53

2. STATE OF COMPANY'S AFFAIRS :

The total income for the financial year under review was Rs.13298.21Lacs as against Rs. 10505.32 Lacs for the previous year which is increase by 26.59 % inrevenue as compare to previous years. The profit before tax for the financial year underreview is Rs.23.72 Lacs as against Rs.64.06 Lacs for the previous year. The profit aftertax for the financial year review was Rs 17.86 Lacs as against Rs. 47.53 Lakhs for theprevious year.

There are no material changes and commitments which affect thefinancial position of the Company as on the date of this report since March 31 2022.

There was no change in the nature of the business during the year underreview.

3. RESEARCH & DEVELOPMENT:

Product Development and Process Improvements actively continued duringthe 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. 0.25/- sharefor 5000000 equity shares of face value of Rs.10 each subject to approval of the membersat this Annual General Meeting.

The Dividend payment is based upon the parameters

mentioned in the Dividend Distribution Policy approved by the Board ofDirectors of the Company which is in line with regulation 43 of the SEBI (ListingObligations & 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 FINANCIALPERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARY:

Company has only one Subsidiary Company I&PCL Vacuum Castingslimited.

The summary information on the balance sheet of the subsidiary companyis given in this annual report in Annexure -2 -AOC-1

8. DIRECTORS'RESPONSIBILITY STATEMENT :

Your Directors confirm that

I. In the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

II. The directors have selected such accounting policies and appliedthem consistently and 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 at the end of thefinancial year ended 31st March 2022 and of the profit of the Company for that period;

III. The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

IV. The directors have prepared the annual accounts on a going concernbasis;

The Board has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

9. DEPOSIT :

The Company has not accepted deposits from the public falling withinthe ambit of Section 73 of the Companies Act 2013. The Company does not have anyunclaimed deposits as of date. Pursuant to the Ministry of Corporate Affairs (MCA)notification amending the Companies (Acceptance of Deposits) Rules 2014 the Company hasfiled with the Registrar of Companies (ROC) the requisite returns for outstanding receiptof money/loan by the Company which is not considered as deposits.

10. DETAILS OF DIRECTORS OR KMP WHO WERE

APPOINTED OR HAVE RESIGNED/RETIRED DURING

THE YEAR.

Mrs. Mamta Devi Raol was appointed as additional Non ExecutiveIndependent Director on Board of the Company w.e.f from 12/01/2021 and regularized to NonExecutive independent Director at Annual General Meeting held on 04.08.2021 during theyear.

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 asrequired by the Companies Act and she being eligible offers herself for herre-appointment.

Necessary resolutions relating to Directors who are seekingappointment/reappointment are included in the Notice of Annual General Meeting. Therelevant details of the said Directors are given in the Notes/Annexure to the Notice ofthe 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:

l Audit Committee; l Stakeholders Relationship Committee; l CorporateSocial Responsibility Committee; l Nomination and Remuneration Committee; l InternalComplaint Committee

The Corporate Governance Report in annexure A contains the details ofthe composition of each of the above Committees their respective role andresponsibilities and details of Board Meeting held during the financial year 21-22.

12. PERFORMANCE EVALUATION OF THE BOARD ITS

COMMITTEES DIRECTORS AND CHAIRMAN:

The Nomination & Remuneration Committee and the Board have laiddown the manner in which formal annual evaluation of the performance of the Boardcommittees individual directors and the Chairman has to be made. All Directors respondedthrough a structured questionnaire giving feedback about the performance of the Board itsCommittees Individual directors and the Chairman.

The Board Performance Evaluation inputs including areas ofimprovement for the Directors Board processes and related issues for enhanced Boardeffectiveness were discussed in the meeting of the Independent Directors held on23.03.2022 and in the subsequent meeting of Nomination and Remuneration Committee and theBoard. Most of the suggestions from the Board Evaluation exercise of FY 2021-22 have beensuitably implemented such as considering qualitative criteria for performance evaluationexercise.

13. POLICY ON DIRECTORS' APPOINTMENT AND

REMUNERATION AND OTHER DETAILS & PARTICULARS OF EMPLOYEES ANDREMUNERATION.

The Company's policy on Directors' Appointment and Remuneration andother matters provided in Section 178(3) of the Act has been stated in the CorporateGovernance Report which forms part of the Board's Report.

The statement of particulars of employees pursuant to Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis Annual Report. However pursuant to proviso to Section 136 (1) of the Companies Act2013 the report and accounts are being sent to members excluding this statement ofparticulars of employees. This statement is available for inspection by the Members atregistered office of the Company during business hours on working days up to the date ofthe ensuing Annual General Meeting. Further any member interested in obtaining a copy ofthis statement may write to Company Secretary at investor1@ipcl.in

14. ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has designed and implemented a process driven framework forInternal Financial Controls ("IFC") within the meaning of the explanation toSection 134(5) (e) of the Companies Act 2013. For the year ended 31st March 2022 theBoard is of the opinion that the Company has sound IFC commensurate with the nature andsize of its business operations and operating effectively and no material weakness exists.The Company has a process in place to continuously monitor the same and identify gaps ifany and implement new and/or improved controls wherever the effect of such gaps wouldhave a material effect on the Company's operations.

15. HUMAN RESOURCES :

The year under review saw progress in people practices as the Companycontinued on its journey of excellence in people management policies and processes asyour company considers its employees as most valuable assets of the company and it isknown that without good employees even the best of companies ideas and growth willfail hence for continues development of the same company on frequent intervals organisesvarious training 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:

On recommendation made by Audit Committee Board Members has accordedtheir approval to re-appoint P A R K & Co. Chartered Accountant(Bhavnagar)(FRN:116825W)for another consecutive term of five years at their meeting heldon 28th May 2022 and further Approval of members for Re-appointment of Park &Company Chartered Accountant (Bhavnagar) as statutory auditor of the Company for secondconsecutive term of 5 years is been sought at 47th AGM of the Company.

There are no qualifications reservations or adverse remarks ordisclaimers made by Park & Company Chartered Accountant (Bhavnagar) statutoryauditors of the company.

2) Secretarial Auditors:

The Board of Directors of the Company have appointed Mr. Alpesh Paliwalof M/s Paliwal & Co Practicing Company Secretaries Ahmedabad to conduct theSecretarial Audit and his Report on Company's Secretarial Audit is appended to this Reportas Annexure -1.

The Secretarial Audit Report for the financial year ended March 312022 contains observation as given in the Secretarial Audit Report provided as Annexure-1 to this report. The observations made in the report are self explanatory and companyhas done necessary filing in regard to the observations mentioned.

3) Cost Auditors:

The Board of Directors of the Company on recommendation of AuditCommittee appointed M/s. Parmaar Rajani & Associates Cost Accountants (FRN 000414)as Cost Auditors of the Company for the financial year 2022 23 at a fee of 35000 (RupeesThirty Five Thousand only) plus applicable taxes and out of pocket expenses subject to theratification of the said fees by the members at the ensuing Annual General Meetingpursuant to Section 148 of the Companies Act.

The cost audit report would be filed with the Central Government withinprescribed timelines.

17. AUDIT COMMITTEE

All details regarding Audit Committee of the Company is in given inAnnexure- A Corporate Governance Report forming part of this report.

18. NOMINATION AND REMUNERATION POLICY OF DIRECTORS :

Terms and Reference including Scope of Nomination and RemunerationCommittee and details of Policy laid down by the Nomination and Remuneration Committee forremuneration of Directors Key Managerial Persons (KMP) and other employees and thecriteria formulated by the committee are mentioned in Annexure A- Corporate Governancereport as required under Section 178 of Companies Act 2013.

The information relating to remuneration of the Directors as requiredunder the provisions 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 andimplement the risk mitigation plan reviews and monitors the risks and correspondingmitigation plans on a regular basis and prioritize the risks if required depending uponthe effect on the business/reputation.

20. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ANDSECURITIES PROVIDED :

The Company has disclosed the full particulars of the loans giveninvestments made or guarantees given or security provided as required under section 186 ofthe Companies Act 2013 Regulation 34(3) and Schedule V of the SEBI LODR Regulations inNote forming part of the financial statement.

21. RELATED PARTY TRANSACTIONS :

All related party transactions entered into during the year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with promoters directors keymanagerial personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Accordingly the disclosure of related partytransactions in Form AOC-2 is not applicable.

Prior omnibus approval of the Audit Committee is obtained for relatedparty transactions which are repetitive in nature. The transactions entered into pursuantto the omnibus approval so granted are reviewed on a quarterly basis by the AuditCommittee.

Detailed disclosure on related party transactions as per Ind AS-24containing name of the related party and details of the transactions entered with suchrelated party have been provided under Notes to financial statements. Disclosure onrelated party transactions on half year basis is also submitted to the stock exchanges.

The policy on related party transactions as approved by the Board isavailable on the website of the Company www.ipcl.in

22. CORPORATE SOCIAL RESPONSILIBITY POLICY :

In pursuant to the provisions of section 135 and schedule VII of theCompanies Act 2013 CSR Committee of the Board of Directors was formed to recommend (a)the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSRProjects or Programs to be undertaken by the Company as per CSR Policy for considerationand approval by the Board of Directors.

All details related to CSR are provided in Annual CSR Report formingpart of this report.

23. SEXUAL HARASSMENT POLICY :

The Company has in place a Zero tolerance Anti-Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The company has also formed Internal ComplaintCommittee.

There were no case reported during the period neither there is anycase pending.

24. VIGIL MECHANISM / WHISTLEBLOWER POLICY :

The Company has established a Vigil Mechanism and Whistle Blower Policyfor its Directors and employees. The said Policy has been communicated to the Directorsand employees 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 whichaffected the going concern 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 formMGT-9 & MGT-7 is uploaded under Investor Zone on website of the Company www.ipcl.in.

27. DECLARATION FROM INDEPENDENT DIRECTORS :

The Company has received necessary declaration from each IndependentDirector of the Company under section 149(7) of the Companies Act 2013 that theIndependent Director of the Company meet with the criteria of their Independence laid downin Section 149(6) and also under the Listing Regulations.

The Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Companies Act 2013.

The Independent Directors of the Company have registered themselveswith the data bank maintained by Indian Institute of Corporate Affairs (IICA). In terms ofSection 150 of the Act read with Rule 6(4) of the Companies (Appointment &Qualification of Directors) Rules 2014 the Independent Directors are required toundertake online proficiency self-assessment test conducted by the IICA within a period ofone (1) year from the date of inclusion of their names in the data bank. The said onlineproficiency self-assessment test is undertaken by the Independent Directors of theCompany as applicable within the prescribed timelines.

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONBETWEEN THE END OF THE FINANCIAL YEAR AND BALANCE SHEET DATE:

There are no material changes and commitments that would affectfinancial position of the Company from the end of the financial year of the Company towhich the financial statements relate and the date of the Board's report

29. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGYUPGRADATION / ABS ORPTION FOREIGN EARNINGS AND OUTGO & THE CHANGE IN THE NATURE OFBUSINESS:

The Company's principle product is "Un machined and MachinedFerrous and Non-ferrous alloys Investment Castings". The Government has notclassified the said category of product for giving information relating to theConservation of Energy Research and Development Technology Up gradation/AbsorptionForeign Earnings and Outgo.

Information as required to be given under Section 134(3)(m) read withRule 8(3) of the Companies (Accounts) Rules 2014 is provided in Annexure -4 forming partof this Board Report.

30. COMPLIANCE WITH SECRETARIAL STANDARDS :

The Company has complied with all the requisite standards norms andregulations as issued and notified from time to time by The Institute of CompaniesSecretaries of India and as prescribed by the Central Government.

31. INSIDER TRADING REGULATIONS:

In terms of the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015 the Company has formulated a"Code of Conduct for Prevention of Insider Trading" and "Code of Practicesand Procedures for Fair Disclosure of Unpublished Price Sensitive Information" forregulating monitoring and reporting of trading in shares of the Company by the PromotersDesignated Persons Key Managerial Personnel Directors Employees Connected Persons andInsiders of the Company. The said codes are in accordance with the said Regulations andare also available on the website of the Company.

32. CREDIT RATING :

For the Financial Year 2021-2022 under review The Company has obtainedAnnual Credit Rating from CARE Rating Limited pursuant to an Agreement between CARELimited and IPCL. CARE has rated the Company as BBB- for long-term' and A3 for short-term'[fund base and non-fund base bank facilities].

33. LISTING WITH STOCK EXCHANGES :

The Company is listed on The Bombay Stock Exchange Ltd. (BSE) since1976. The company has paid listing fees to BSE for 2022-2023.

34. CORPORATE GOVERNANCE :

The Company is committed to good corporate governance practices. TheReport on Corporate Governance as stipulated under Listing Regulations forms an integralpart of this Annual Report and is given as Annexure -A

35. SEGMENT REPORTING :

The company has in accordance with the Indian Accounting Standard (IndAS) 108- Operating Segments Identified Investment Activity and Power GenerationActivities as its segments.

36. ACCOUNTING FOR TAXES ON INCOME :

Deferred Tax Liability of Rs. 2.84 Lacs has been credited to the amountavailable for appropriation for the current Financial Year 2021-2022.

37. MANAGEMENT DISCUSSION & ANALYSIS :

Management Discussion and Analysis Report for the year under review asrequired under Listing Regulations is enclosed as part of this report.

38. QUALITY :

Your Company has a dedicated and efficient Quality Assurance("QA") team is monitoring product quality. The team also looks after all theaudit of various Quality System related certificates and adheres and implements therequirement of audit conducted by the auditors of various certificate.

39. INSURANCE :

All the assets of the Company viz. Buildings plant and machineriesStocks etc. are adequately insured and the insurance is renewed from time to time as perthe due dates during the year.

40. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS :

In compliance with the requirements of the Listing Regulations theIndependent Directors have been familiarized about the Company by the functional heads ofvarious departments of the Company which includes detailed presentations on the vision andmission of the Company its operations business plans technologies and also futureoutlook of the entire industry.

41. DEPOSITORY SYSTEM :

As the members are aware the Company's shares are compulsorilytradable in electronic form.

SEBI LODR Regulations mandate that the transfer except transmissionand transposition of securities are to be carried out in dematerialized form only witheffect from 1st April 2019. In view of the numerous advantages offered by the Depositorysystem as well as to avoid frauds members holding shares in physical mode are advised toavail of the facility of dematerialization from either of the depositories. Accordinglyany investor desirous of transferring shares (which are held in physical form) cantransfer only after their shares are dematerialized.

Further in adherence to SEBI's circular to enhance the due-diligencefor dematerialization of the physical shares the Company has provided the static databaseof the 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. REPORTING OF FRAUD :

The Auditors of the Company have not reported any instances of fraudcommitted against the Company by its officers or employees as specified under Section143(12) of the Companies Act 2013.

43. GENERAL :

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

I. Details relating to deposits covered under Chapter V of theCompanies Act 2013

II. No significant or material orders were passed by the Regulations orCourts or Tribunals which impact the going concern status and Company's operations infuture

III. Your Directors further state that during the year under reviewthere were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

44. ACKNOWLDGEMENT :

Your Directors wish to place on record their appreciation of thecontribution made by employees at all levels to the continued growth and prosperity ofyour Company. Your Directors also wish to place on record their appreciation to theshareholders dealers distributors consumers banks and other financial institutions fortheir continued support.

Your Directors take this opportunity to all for placing immensefaith and consistent trust in your company.

BY ORDER OF BOARD OF DIRECTORS

FOR INVESTMENT & PRECISION CASTINGS LIMITED

MR. PIYUSH I. TAMBOLI

Chairman & Managing Director DIN : 00146033 Place : Bhavnagar

Date : 28 May 2022

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