|BSE: 507580||Sector: Industrials|
|NSE: IVP||ISIN Code: INE043C01018|
|BSE 00:00 | 02 Feb||130.70||
|NSE 00:00 | 02 Feb||130.40||
|Mkt Cap.(Rs cr)||135|
|Mkt Cap.(Rs cr)||135.01|
IVP Ltd. (IVP) - Director Report
Company director report
Your Directors have pleasure in presenting to you the 93rdAnnual Report together with the Audited Financial Statements for the year ended 31stMarch 2022.
(R in Lakhs)
PERFORMANCE FOR THE YEAR:
The Company achieved revenue from operations of R55658 Lakhs duringthe current year as against R28968 Lakhs during the previous year. Profit after tax forthe current year was R1763 Lakhs as compared to Profit after tax of R450 Lakhs in theprevious year.
The Company's performance has been discussed in detail in the"Management Discussion and Analysis Report" which forms a part of this report.
The Directors have recommended a Dividend of Rs.1.5 per Equity Share ofR10 each out of the current year's profit on 10326263 Equity Shares of R10 eachamounting to R155 Lakhs. The final dividend on Equity Shares if approved by the Memberswould involve a cash outflow of R155 Lakhs.
TRANSFER TO RESERVES:
The Directors have decided to retain the entire amount of R4975 Lakhsin the retained earnings.
The total Capital Expenditure incurred during the year was Rs.325Lakhs spent on Factory Buildings Plant & Machineries and on Information Technology.
STATE OF COMPANY'S AFFAIRS:
During the financial year 2021-22 the Company focused on capacityutilisation and sales growth. Technological improvements have been undertaken at plants toreduce manual efforts and improve safety standards. The Company has also initiated the useof e-procurement tools and further upgraded the existing cloud-based ERP system with athrust on digitization and IT infrastructure to further enhance the "work fromanywhere" capabilities of the support staff. The Company remained focused on its longterm vision throughout the year and achieved sales growth and better capacity utilisation.The Company uses operational excellence tools to standardize its processes and activitiesand ensure efficient systems.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34(2)(e) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") theManagement Discussion and Analysis Report is enclosed as a part of this report.
CORPORATE GOVERNANCE REPORT:
The Company has taken adequate steps to adhere to all the stipulationslaid down in the Listing Regulations.
A report on Corporate Governance and Certificate from M/s. Amit Jaste& Associates Practicing Company Secretaries confirming compliance with theconditions of Corporate Governance as stipulated under Listing Regulations are included asa part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mrs. Mala Todarwal (DIN: 06933515) was appointed as an AdditionalDirector (Non-Executive & Independent) of the Company by the Board of Directors attheir Meeting held on 11th June 2021 based on the recommendation of theNomination and Remuneration Committee. Subsequently she was appointed as an IndependentDirector of the Company for a term of 5 (five) years w.e.f. 11th June 2021 to10th June 2026 at the 92nd Annual General Meeting (AGM) held on 28thJuly 2021.
Mr. Ranjeev Lodha (DIN: 07478890) was appointed as an AdditionalDirector (Non-Executive & Independent) of the Company on 28th July 2021 tohold office upto the date of ensuing AGM. Based on the recommendation of the Nominationand Remuneration Committee it is proposed to recommend to the Shareholders theappointment of Mr. Ranjeev Lodha as an Independent Director for a term of 5 (five) yearsw.e.f. 28th July 2021 to 27th July 2026 at the ensuing AGM.
Mr. Anwar Chauhan (DIN: 00322114) was appointed as an AdditionalDirector (Non-Executive & Non-Independent) of the Company on 11th November2021 to hold office upto the date of ensuing AGM. Based on the recommendation of theNomination and Remuneration Committee it is proposed to recommend to the Shareholders theappointment of Mr. Anwar Chauhan as a Director at the ensuing AGM.
Mr. T. K. Gowrishankar (DIN: 00847357) Chairman and Non-ExecutiveNon-Independent Director retires by rotation and being eligible offers himself forre-appointment. A resolution seeking Shareholders' approval for his re-appointment formspart of the Notice.
The term of Mr. Mandar P. Joshi (DIN: 07526430) as Whole Time Directorand Chief Executive Officer is up to 31st July 2022. The Board of Directors onthe recommendation of the Nomination and Remuneration Committee has re-appointed Mr.Mandar P. Joshi as a Whole Time Director and Chief Executive Officer of the Company for afurther period of 3 (three) years w.e.f. 1st August 2022 subject to approvalof Shareholders. A resolution seeking Shareholders' approval for his reappointment forms apart of the Notice.
Additional information pursuant to Regulations 36(3) of the ListingRegulations in respect of the Directors seeking appointment/re-appointment in AGM formsa part of the Notice.
None of the Directors of the Company are disqualified for beingappointed as Directors as specified in Section 164(2) of the Companies Act 2013("the Act") and Rule 14(1) of the Companies (Appointment and Qualification ofDirectors) Rules 2014.
Ms. Nina D. Kapadia (DIN: 06948701) resigned w.e.f. 11thJune 2021 as an Independent Director and Mr. Priya Ranjan (DIN: 08065588) resigned w.e.f.28th July 2021 as Director (Non-Executive & Non-Independent) due to theirwork related pre-occupations and other personal responsibilities and Mr. Sajid M.Fazalbhoy resigned w.e.f. 11th November 2021 as an Independent Director due tohis other professional commitments. The disclosures for the aforesaid resignations areavailable at http://www.ivpindia.com/announcements.php The Board places on record it'sappreciation for the contribution made by them as Directors of the Company.
During the year under review there were no changes in the KeyManagerial Personnel of the Company.
Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company as on 31st March 2022 are:
Mr. Mandar P. Joshi - Whole Time Director and Chief Executive OfficerMr. Rakesh Joshi - Chief Financial Officer and Mrs. Nisha Kantirao - Company Secretary.
DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the ListingRegulations. There has been no change in the circumstances affecting their status asIndependent Directors of the Company.
As required under Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014 they have completed the registration with theIndependent Directors Databank.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Act in relation to the AuditedFinancial Statements of the Company for the year ended 31st March 2022 theBoard of Directors hereby confirms that:
a) in the preparation of the annual accounts for the year ended 31stMarch 2022 the applicable accounting standards have been followed and there are nomaterial departures;
b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year 31st March 2022 and of the profit of the Company for the sameperiod;
c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and these are adequate and are operating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial control procedurescommensurate with its size and the nature of business.
The Company has appointed an Internal Auditor who periodically conductsaudit of the adequacy and effectiveness of the internal controls laid down by themanagement and suggest improvements. During the year under review no material or seriousobservation has been received from the Statutory Auditors of the Company for theinefficiency or inadequacy of such controls.
The Audit Committee of the Board of Directors approves the annualinternal audit plan and periodically reviews the progress of audits as per approved auditplans.
NUMBER OF MEETINGS OF THE BOARD:
The Board met four times during the Financial Year 2021-22. The detailsof which are given in the Corporate Governance Report which forms part of this AnnualReport.
The Board of Directors have carried out an annual evaluation of its ownperformance Board Committees and individual Directors pursuant to the provisions of theAct and in accordance with the requirements prescribed under the Listing Regulations.
The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of the criteria such as the Board compositionand structure effectiveness of Board processes contribution at the meetings informationand functioning etc.
The performance of the Committees was evaluated by the Board afterseeking inputs from Committee Members on the basis of the criteria such as the compositionof Committees effectiveness of Committee meetings etc.
The Board reviewed the performance of the individual Directors on thebasis of the criteria such as the contribution of the individual Director to the Board andCommittee Meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In addition the Chairman was alsoevaluated on the key aspects of his role.
The above criteria are based on the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India on 5th January 2017.
In a separate meeting of Independent Directors:
i) Performance of Non-Independent Directors and the Board as a wholewas evaluated;
iii) The quality quantity and timeliness of flow of informationbetween the Company Management and the Board that was necessary for the Board toeffectively and reasonably perform their duties was evaluated.
The same was discussed in the Board Meeting held subsequently to themeeting of the Independent Directors. The performance of the Board its Committees and ofindividual Directors was also reviewed by the Board. The performance evaluation ofIndependent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.
COMPANY'S POLICY ON NOMINATION REMUNERATION BOARD DIVERSITY ANDEVALUATION:
In terms of the applicable provisions of the Act read with the Rulesmade thereunder and the Listing Regulations the Company has formulated a Policy onNomination and Remuneration of Directors Key Managerial Personnel Senior Management andother Employees Board Diversity and Evaluation of Directors. The salient features/termsof reference of the aforesaid policy as provided in Section 178(3) of the Act has beendisclosed in the Corporate Governance Report which forms part of this report. TheNomination and Remuneration Policy can be accessed on the website of the Company atwww.ivpindia.com
The details pertaining to the composition of the Audit Committee hasbeen provided in the Corporate Governance Report which forms part of this report.
i) Statutory Auditors:
M/s. Rajendra & Co. Chartered Accountants (Firm Registration No.:108355W) were appointed as Statutory Auditors of the Company for a period of fiveconsecutive years at the 92nd AGM of the Company to hold office till 97thAGM to be held in the year 2026.
The report of the Statutory Auditors along with notes to schedules is apart of the Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
ii) Cost Auditors:
M/s. Hemant Shah & Associates Cost Accountants were appointed bythe Board of Directors as the Cost Auditors for auditing the Cost Accounts of the Companyfor the year ended 31st March 2023.
The remuneration as fixed by the Board of Directors is required to beratified by the Members at the ensuing AGM of the Company.
The Board of Directors recommends the ratification of the CostAuditor's remuneration at the ensuing AGM.
The Cost Audit Report does not contain any qualification reservationor adverse remark.
iii) Secretarial Auditors:
Pursuant to Section 204 of the Act read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. A.A. Mulla & Associates Practicing Company Secretaries to conduct the SecretarialAudit of the Company. The Secretarial Audit Report is enclosed as Annexure - A to thisreport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:
Information required under Section 134(3)(m) of the Act read with Rule8 of the Companies (Accounts) Rules 2014 is given in Annexure - B to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Members are requested to take a note that as per provisions ofSection 135 of the Act and Rules made thereunder the Company had no obligation to incurexpenditure on CSR activities during the financial year 2021-22. However in order tocontinue to promote education by infrastructure development and providing basic amenitiesin schools identified by the Company the Company spent Rs.994401/- (Rupees Nine LakhsNinety-Four Thousand Four Hundred and One Only) for construction of Library room at SevaAshram School Boisar during F.Y 2021-22 which can be set off against the requirements ofCSR expenditure up to immediate succeeding three financial years.
The salient features/terms of reference along with details of thecomposition of the Corporate Social Responsibility Committee the brief outline of theCorporate Social Responsibility (CSR) policy of the Company and the initiatives undertakenby the Company on CSR activities during the year are set out in Corporate GovernanceReport which forms part of this Annual Report.
The content of the CSR Policy of the Company as approved by the Boardon the recommendation of the CSR Committee is available on the website of the Company atwww.ivpindia.com
The Company's CSR Policy statement and annual report on the CSRactivities undertaken during the financial year ended 31st March 2022 inaccordance with Section 135 of the Act and Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is set out in Annexure - C to this report.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) & (10) of the Act andRegulation 22 of the Listing Regulations a Vigil Mechanism for Directors and Employees toreport genuine concerns/grievances has been established. The Vigil Mechanism and WhistleBlower Policy as approved by the Board of Directors is available on the website of theCompany at www.ivpindia.com
RELATED PARTY TRANSACTIONS:
All transactions with related parties entered into during the FinancialYear 2021-22 were at arm's length basis and in the ordinary course of business and inaccordance with the provisions of the Act and the Rules made thereunder. There were notransactions which were material (considering the materiality thresholds prescribed underthe Act and Regulation 23 of the Listing Regulations). Accordingly no disclosure is madein respect of the Related Party Transactions in the prescribed Form AOC-2 in terms ofSection 134 of the Act and Rules made thereunder.
There are no materially significant related party transactions that mayhave potential conflict with interest of the Company at large. There were no transactionsof the Company with any person or entity belonging to the Promoter(s)/Promoter(s) Groupwhich individually holds 10% or more shareholding in the Company.
The details of the related party transactions are set out in notes tothe Financial Statements.
All transactions with related parties are placed before the AuditCommittee for approval. An omnibus approval of the Audit Committee is obtained for theRelated Party Transactions which are repetitive in nature. The Audit Committee reviews alltransactions entered into pursuant to the omnibus approvals so granted on a quarterlybasis. A statement giving details of all Related Party Transactions are placed before theAudit Committee and the Board for review and approval on a quarterly basis.
The Policy on Related Party Transactions as approved by the Board ofDirectors is available on the website of the Company at www.ivpindia.com
HOLDING SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company continues to be the Subsidiary Company of Allana ExportsPrivate Limited together with other subsidiary companies. The Company does not have anySubsidiaries Associates or Joint Venture Companies.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a)of the Act and the Rules framed thereunder the Annual Return for the Financial Year ended31st March 2022 is available on the website of the Company at www.ivpindia.com
REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /EMPLOYEES:
The information required pursuant to Section 197 of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company and Directors is given in the Annexure - D tothis report.
Details of employees remuneration as required under Section 197 of theAct and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are available at the Registered Office of the Company duringworking hours and shall be made available to any shareholder on their request.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The information on Loans Guarantees and Investments covered under theprovisions of Section 186 of the Act is not applicable as no such Loans Guarantees havebeen given or Investments have been made by the Company.
The Company has Risk Management Policy to mitigate the risks. TheCompany manages and monitors the principal risks and uncertainties that can impact itsability to achieve its strategic objectives. The Independent Chartered Accountantappointed by the Company prepares quarterly risk analysis reports which are reviewed anddiscussed at the Audit Committee.
All assets of the Company are adequately insured.
Employees relations continued to remain cordial and satisfactory duringthe financial year. The total number of permanent employees as on 31st March2022 was 194.
SEXUAL HARASSMENT AT WORKPLACE:
The Company has formulated a Policy on prevention of Sexual Harassmentin accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder which isaimed at providing every woman at the workplace a safe secure and dignified workenvironment.
The Company has complied with the applicable provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules made thereunder including constitution of the Sexual Harassment Committee i.e.Internal Complaints Committee.
The Company has complied with all the applicable provisions ofSecretarial Standard - 1 and Secretarial Standard - 2 as issued by the Institute ofCompany Secretaries of India.
COST ACCOUNTS AND COST RECORDS:
The Company is required to maintain Cost Records under Section 148 ofthe Act read with the Companies (Cost Records and Audit) Rules 2014.
As required under the abovementioned provisions the Cost Accounts andCost Records have been maintained by the Company.
Electronic copies of Annual Report 2021-22 are sent to all the Memberswho have registered their email address with the Company/Depository Participant(s).
Your Directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions on these matters during thefinancial year under review:
There are no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear 2021-22 and the date of this report;
The Company has not accepted any deposit within the meaning ofSections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules2014;
There are no significant material orders passed by theRegulators or Courts or Tribunals impacting the going concern status of the Company andits operations in future;
The Auditors of the Company have not reported any fraud asspecified under the Section 143(12) of the Act;
There has been no change in the nature of business of theCompany;
The Company has not issued any sweat equity shares to itsdirectors or employees;
The Company has not issued equity shares with differentialrights as to dividend voting or otherwise;
There is no proceeding pending under the Insolvency andBankruptcy Code 2016; and
There was no instance of onetime settlement with any Bank orFinancial Institution.
Your Directors place on record their appreciation of the continuoussupport received from Banks and Central/State Government Departments. The Directors wouldalso like to record their appreciation for the dedication shown by the Employees of theCompany at all levels.