|BSE: 507580||Sector: Industrials|
|NSE: IVP||ISIN Code: INE043C01018|
|BSE 00:00 | 27 Oct||44.25||
|NSE 00:00 | 27 Oct||42.95||
|Mkt Cap.(Rs cr)||46|
|Mkt Cap.(Rs cr)||45.71|
IVP Ltd. (IVP) - Director Report
Company director report
Your Directors have pleasure in presenting to you the 91st Annual Reporttogether with the Audited Financial Statements for the year ended 31st March2020.
(Rs. in Lakhs)
PERFORMANCE FOR THE YEAR:
The Company achieved revenue from operations of R 22876 Lakhs during the current yearas against R 31988 Lakhs during the previous year. Loss after tax for the current yearwas R 862 Lakhs as compared to Profit after tax of R 338 Lakhs in the previous year.
The Company's performance has been discussed in detail in the "ManagementDiscussion and Analysis Report" which forms a part of this report.
Keeping in mind the overall performance and outlook for your Company your Directorswish to conserve the financial resources. Therefore they do not recommend any dividend onthe Equity Shares for the year under review.
TRANSFER TO RESERVES:
The Directors have decided to retain the entire amount of R 2975 Lakhs in the retainedearnings.
The total Capital Expenditure incurred during the year was R 350 Lakhs spent onFactory Buildings Plant & Machineries Furniture & Fixtures Office Equipmentsand on Information Technology.
COST ACCOUNTS AND COST RECORDS:
The Company is required to maintain Cost Records under Section 148 of the CompaniesAct 2013 ("the Act") read with the Companies (Cost Records and Audit) Rules2014.
As required under the abovementioned provisions the Cost Accounts and Cost Recordshave been maintained by the Company.
STATE OF COMPANY'S AFFAIRS:
During the financial year 2019-20 the Company focused on investments fordiversification capacity expansion and sustainability. The manufacturing sites at Tarapurand Bengaluru undergo continual improvements in terms of new technology absorption as wellas automation. The Company remained focused on its long-term vision throughout the yearand completed planned capacity expansion and sustainability initiatives. The Company usesoperational excellence tools to standardize its processes and activities and ensureefficient systems.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the ManagementDiscussion 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 stipulations laid down in theListing Regulations.
A report on Corporate Governance and Certificate from M/s. Amit Jaste & AssociatesPracticing Company Secretaries confirming compliance with the conditions of CorporateGovernance as stipulated under Listing Regulations are included as a part of this AnnualReport.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. T. K. Gowrishankar (DIN: 00847357) was appointed as an Additional Director(Non-Executive and Non-Independent) of the Company w.e.f. 7*h February 2020 tohold office up to the date of ensuing Annual General Meeting (AGM). Based on therecommendation of the Nomination and Remuneration Committee it is proposed to recommendto the shareholders the appointment of Mr. T. K. Gowrishankar as Director at the ensuingAGM.
Mr. T. K. Gowrishankar was also appointed as the Chairman of the Board and the Companyw.e.f. 7*h February 2020.
Mr. Priya Ranjan (DIN: 08065588) Non-Executive & Non-Independent Director retiresby rotation and being eligible offers himself for re-appointment. A resolution seekingshareholders' approval for his re-appointment forms part of the Notice.
The tenure of Mr. Sajid M. Fazalbhoy (DIN: 00022760) Independent Director was due toexpire on 10*h February 2020. The Board of Directors at its Meeting held on 6*hFebruary 2020 approved the re-appointment of Mr. Sajid M. Fazalbhoy as an AdditionalDirector (Independent) to hold office as an Independent Director for a further period of 5years subject to the approval of the shareholders by a Special Resolution at the ensuing91s* AGM of the Company. Accordingly the matter with respect to hisre-appointment is proposed in the Notice of the 91st AGM.
Additional information pursuant to Regulation 36(3) and Regulation 26(4) of theListing Regulations in respect of the directors seeking appointment and re-appointment inAGM forms a part of the Notice.
None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment andQualification of Directors) Rules 2014.
Mr. Vishal Pandit resigned w.e.f. 7th February 2020 as the Director andChairman of the Board and the Company. The Board places on record its appreciation forcontribution made by Mr. Vishal Pandit as the Director and Chairman of the Board and theCompany.
During the year under review there were no changes in the Key Managerial Personnel ofthe Company.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on 31st March 2020 are:
Mr. Mandar P. Joshi - Whole Time Director & Chief Executive Officer Mr. RakeshJoshi - Chief Financial Officer and Mrs. Nisha Kantirao - Company Secretary.
DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Act and Regulation 16(1)(b) of Listing Regulations. There has been no change in thecircumstances or situation that could impact their ability to discharge their duties.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Act in relation to the audited financial statementsof the Company for the year ended 31s* March 2020 the Board of Directorshereby confirms that:
a) in the preparation of the annual accounts for the year ended 31st March2020 the applicable accounting standards have been followed and there are no materialdepartures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended 31stMarch 2020 and of the loss of the Company for the same period;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 by the Company andsuch internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial control procedures commensuratewith its size and the nature of business.
The Company has appointed an Internal Auditor who periodically conducts audit of theadequacy and effectiveness of the internal controls laid down by the management andsuggest improvements. During the year under review no material or serious observation hasbeen received from the Statutory Auditors of the Company for inefficiency or inadequacy ofsuch controls.
The Audit Committee of the Board of Directors approves the annual internal audit planand periodically reviews the progress of audits as per approved audit plans.
NUMBER OF MEETINGS OF THE BOARD:
The Board met four times during the Financial Year 2019-20. The details of which aregiven in the Corporate Governance Report which forms part of this Annual Report.
The Board of Directors have carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by the Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes contribution at the meetings information andfunctioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromCommittee members on the basis of the criteria such as composition of committeeseffectiveness of Committee meetings etc.
The Board reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and Committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.
The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities 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 whole was evaluated;
ii) performance of Chairman of the Company taking into account the views of ExecutiveDirector and Non-Executive Director was evaluated.
The same was discussed in the Board meeting held subsequently to the meeting of theIndependent Directors. The performance of the Board its Committees and individualDirectors was also reviewed by the Board. The performance evaluation of IndependentDirectors was done by the entire Board excluding the Independent Director beingevaluated.
COMPANY'S POLICY ON NOMINATION REMUNERATION BOARD DIVERSITY AND EVALUATION:
In terms of the applicable provisions of the Act read with the Rules made thereunderand the Listing Regulations the Company has formulated a Policy on Nomination andRemuneration of Directors Key Managerial Personnel Senior Management and otheremployees Board Diversity and Evaluation of Directors. The salient features/terms ofreference of the Company's policy on Nomination and Remuneration of Directors KeyManagerial Personnel Senior Management and other matters as provided in Section 178(3) ofthe Act has been disclosed in the Corporate Governance Report which forms part of thisreport. The Nomination and Remuneration Policy can be accessed on the website of theCompany at www.ivpindia.com .
The details pertaining to composition of Audit Committee has been provided in theCorporate Governance Report which forms part of this report.
i) Statutory Auditors:
M/s. B S R & Associates LLP Chartered Accountants (Firm Registration No.116231W/W-100024) were appointed as Statutory Auditors of the Company for a period of fiveconsecutive years at the 89*h AGM of the Company to hold office till 94*hAGM of the Company to be held in the year 2023.
The report of the Statutory Auditors along with notes to Schedules is a part of theAnnual Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report. Further there is no incident of fraud requiringreporting by the Auditors under Section 143(12) of the Act.
ii) Cost Auditors:
M/s. Hemant Shah & Associates Cost Accountants were appointed by the Board ofDirectors as the Cost Auditor for auditing the Cost Accounts of the Company for the yearended 31s* March 2021.
The remuneration as fixed by the Board of Directors is required to be ratified bymembers at the forthcoming AGM of the Company.
The Board of Directors recommends the ratification of the Cost Auditor's remunerationat the forthcoming AGM.
iii) Secretarial Auditor:
Pursuant to Section 204 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. A. A.Mulla & Associates Practicing Company Secretaries to conduct the Secretarial Auditof the Company. The Secretarial Audit Report is enclosed as Annexure - A to this report.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is given in the Annexure - B to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The salient features/ terms of reference along with details of composition of CorporateSocial Responsibility Committee has been provided under Corporate Governance Report whichforms part of this Annual Report.
The content of the CSR Policy of the Company as approved by the Board on therecommendation of the CSR Committee is available on the website of the Company atwww.ivpindia.com .
The report as per Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 is attached as Annexure - C which forms part of thisreport.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 ofListing Regulations a Vigil Mechanism for Directors and Employees to report genuineconcerns/grievances has been established. The Vigil Mechanism and Whistle Blower Policy asapproved by the Board of Directors is available on the website of the Company atwww.ivpindia.com .
RELATED PARTY TRANSACTIONS:
All transactions with related parties entered into during the Financial Year 2019-20were at arm's length basis and in the ordinary course of business and in accordance withthe provisions of the Act and the Rules made thereunder. There were no transactions whichwere material (considering the materiality thresholds prescribed under the Act andRegulation 23 of the Listing Regulations). Accordingly no disclosure is made in respectof the Related Party Transactions in the prescribed Form AOC-2 in terms of Section 134 ofthe Act and Rules made thereunder.
All Related Party Transactions including transactions with the entities which holds 10%or more shareholding of the Company are mentioned in the notes to the FinancialStatements.
All transactions with related parties are placed before the Audit Committee forapproval. An omnibus approval of the Audit Committee is obtained for the Related PartyTransactions which are repetitive in nature. The Audit Committee reviews all transactionsentered into pursuant to the omnibus approvals so granted on a quarterly basis. Astatement giving details of all Related Party Transactions are placed before the AuditCommittee and the Board for review and approval on a quarterly basis.
The Policy on Related Party Transactions as approved by the Board of Directors isavailable on the website of the Company at www.ivpindia.com .
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have any Subsidiaries Associates or Joint Venture Companies.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Act and the rules framedthereunder the Annual Return for the Financial Year ended 31s* March 2020made under the provisions of Section 92(3) of the Act is attached as Annexure - D. Thesame 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 with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company and Directors is given in the Annexure - E to this report.
Details of employees remuneration as required under Section 197 of the Act and Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are available at the Registered Office of the Company during working hours andshall be made available to any shareholder on their request.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The information on Loans Guarantees and Investments covered under the provisions ofSection 186 of the Act is not applicable as no such Loans Guarantees have been given orInvestments have been made by the Company.
The Company has not accepted any fixed deposits including from the Public and as suchno amount of principal or interest was outstanding as of the Balance Sheet date.
The Company has Risk Management Policy to mitigate the risks. The Company manages andmonitors the principal risks and uncertainties that can impact its ability to achieve itsstrategic objectives. The Independent Chartered Accountant appointed by the Companyprepares quarterly risk analysis reports which are reviewed and discussed at the AuditCommittee.
All assets of the Company are adequately insured.
Employees relations continued to remain cordial and satisfactory during the year. Thetotal number of permanent employees as on 31s* March 2020 was 190.
SEXUAL HARASSMENT AT WORKPLACE:
The Company has formulated a Policy on prevention of Sexual Harassment in accordancewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made thereunder which is aimed atproviding every woman at the workplace a safe secure and dignified work environment.
The Company has complied with the applicable provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules madethereunder including constitution of the Sexual Harassment Committee i.e. InternalComplaints Committee.
The Company has complied with all the applicable provisions of Secretarial Standard-1and Secretarial Standard-2 as issued by the Institute of Company Secretaries of India.
Electronic copies of Annual Report 2019-20 are sent to all the members who haveregistered their email address with the Company/Depository Participant(s).
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.
Your Directors place on record their appreciation of the continuous support receivedfrom Banks Central/State Government Departments. The Directors would also like to recordtheir appreciation for the dedication shown by the employees of the Company at all levels.