Your Directors have pleasure in presenting to you the 92nd Annual Report together withthe Audited Financial Statements for the year ended 31st March 2021.
| || ||(Rs. In Lakhs) |
|Particulars ||2020-21 ||2019-20 |
|Revenue from Operations ||28968 ||22876 |
|Other Income (Net) ||244 ||228 |
|Total Income ||29212 ||23104 |
|Expenses || || |
|Operating expenditure ||28038 ||23901 |
|Depreciation and amortization expenses ||506 ||486 |
|Total Expenses ||28544 ||24387 |
|Profit /(Loss) before Tax ||668 ||(1283) |
|Tax Expenses || || |
|Current Tax ||- ||3 |
|Deferred Tax ||218 ||(424) |
|Total Tax Expenses ||218 ||(421) |
|Profit/(Loss) for the year ||450 ||(862) |
|Opening balance of Retained Earnings ||2975 ||3957 |
|Other Comprehensive Income (Net of Tax) ||(56) ||4 |
|Amount available for appropriation ||3369 ||3099 |
|Appropriations || || |
|Dividend on equity shares (excluding tax) ||- ||103 |
|Tax on Dividends ||- ||21 |
|Closing balance of retained earnings ||3369 ||2975 |
PERFORMANCE FOR THE YEAR:
The Company achieved revenue from operations of Rs.28968 Lakhs during the current yearas against Rs.22876 Lakhs during the previous year. Profit after tax for the current yearwas Rs.450 Lakhs as compared to Loss after tax of Rs.862 Lakhs in the previous year. TheCompany's performance has been discussed in detail in the "Management Discussion andAnalysis Report" which forms a part of this report.
The Directors have recommended a Dividend of Rs.1 per equity share of Rs.10 each outof the current year's profit on 10326263 equity shares of Rs.10 each amounting toRs.103 Lakhs. The final dividend on equity shares if approved by the members wouldinvolve a cash outflow of Rs.103 Lakhs.
TRANSFER TO RESERVES:
The Directors have decided to retain the entire amount of Rs.3369 Lakhs in theretained earnings.
The total Capital Expenditure incurred during the year was Rs.42 Lakhs spent onFactory Buildings Plant & Machineries and 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 2020-21 the Company focused on capacity utilisation salesgrowth and sustainability of operations considering the global pandemic of the NovelCoronavirus disease (COVID-19). The manufacturing sites at Tarapur and Bengaluru undergocontinual improvements in terms of new technology absorption as well as automation. TheCompany remained focused on its long-term vision throughout the year and achieved salesgrowth and better capacity utilisation.
The Company uses operational excellence tools to standardize its processes andactivities and ensure efficient 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:
Mrs. Mala Todarwal (DIN: 06933515) was appointed as an Additional Director(Non-Executive & Independent) of the Company on 11th June 2021 to hold office uptothe date of ensuing Annual General Meeting (AGM). Based on the recommendation of theNomination and Remuneration Committee it is proposed to recommend to the shareholders theappointment of Mrs. Mala Todarwal as an Independent Director for a term of 5 (five) yearsw.e.f. 11th June 2021 to 10th June 2026 at the ensuing AGM.
Mr. Mandar P. Joshi (DIN: 07526430) Whole Time Director & Chief Executive Officerretires by rotation and being eligible offers himself for re-appointment. A resolutionseeking shareholders' approval for his re-appointment forms part of the Notice. Additionalinformation pursuant to Regulations 26(4) and 36(3) of the Listing Regulations inrespect of the director seeking appointment/re-appointment in AGM forms a part of theNotice.
None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Act and Rule 14(1) of the Companies (Appointment and Qualification ofDirectors) Rules 2014.
Ms. Nina D. Kapadia resigned w.e.f. 11th June 2021 as an Independent Director of theCompany due to her work related pre-occupations and other personal responsibilities. Thedisclosure in this regard is available at http://www.ivpindia.com/ announcements.php TheBoard places on record its appreciation for the contribution made by Ms. Nina D. Kapadiaas an Independent Director of the Company. During the year under review there were nochanges in the Key Managerial Personnel of the Company.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on 31st March 2021 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 the Listing Regulations. There has been no change inthe circumstances or situation that could impact their ability to discharge their duties.
As required under Rule 6 of the Companies (Appointment and Qualification of Directors)Rules 2014 they have completed the registration with the Independent Directors Databank.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Act in relation to the audited financialstatementsof the Company for the year ended 31st March 2021 the Board of Directors hereby confirmsthat:
a) in the preparation of the annual accounts for the year ended 31st March 2021 theapplicable accounting standards have been followed and there are no material departures;
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 31st March2021 and of the profit 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 Auditorwho periodically conducts audit of the adequacy and effectiveness of the internal controlslaid down by the management and suggest improvements. During the year under review nomaterial or serious observation has been received from the Statutory Auditors of theCompany for the inefficiency or inadequacy of such 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 2020-21. 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 the 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 the Chairman of the Company taking into account the views ofExecutive Director 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 the composition of the Audit Committee has been provided inthe Corporate Governance Report which forms part of this report.
i) Statutory Auditors:
M/s. Rajendra & Co. Chartered Accountants (Firm Registration No.: 108355W) hasbeen appointed as the Statutory Auditors of the Company by the members by passing theresolution through Postal Ballot on 25th December 2020 for filling the casual vacancycaused by the resignation of M/s. B S Rs.& Associates LLP to hold office upto the dateof this AGM. The Audit Committee and the Board of Directors have placed on record theirappreciation for the professional services rendered by M/s. B S Rs.& Associates LLPduring their association with the Company as the Auditors of the Company. The AuditCommittee and Board further recommended the appointment of M/s. Rajendra & Co.Chartered Accountants as the Statutory Auditors of the Company for a period offiveconsecutive years to hold office from the conclusion of the ensuing 92nd AGM till theconclusion of 97th AGM to be held in the year 2026.
The Company has received written consent and certificate of eligibility in accordancewith Sections 139 141 and other applicable provisions of the Act and Rules issuedthereunder from M/s. Rajendra & Co. Chartered Accountants. They have confirmed tohold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India (ICAI) as required under the Listing Regulations.
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 Auditors for auditing the Cost Accounts of the Company for the yearended 31st March 2022.
The remuneration as fixed by the Board of Directors is required to be ratified by themembers 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 Auditors:
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 Annexure - B to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The salient features/terms of reference along with details of the composition of theCorporate Social Responsibility Committee the brief outline of the Corporate SocialResponsibility (CSR) policy of the Company and the initiatives undertaken by the Companyon CSR activities during the year are set out in Corporate Governance Report which formspart 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
Ministry of Corporate Affairs vide its Notification dated 22 nd January 2021 notifiedthe Companies (Corporate Social Responsibility Policy) Amendment Rules 2021 which interalia provides for the revised format of annual report for publishing the CSR activitiesundertaken during the financial year ended 31 st March 2021. The other changes pursuantto said Notification under the CSR provisions have been briefly highlighted in the annualreport of the Company's CSR activities for the financial year ended 31st March 2021.
The Company's CSR Policy statement and annual report on the CSR activities undertakenduring the financial year ended 31st March 2021 in accordance with Section 135 of theAct and Companies (Corporate Social Responsibility Policy) Rules 2014 is set out inAnnexure - C to this report.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 ofthe Listing Regulations a Vigil Mechanism for Directors and Employees to report genuineconcerns/ grievances has been established. The Vigil Mechanism and Whistle Blower Policyas approved 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 2020-21were 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 onRelated Party Transactions as approved by the Board of Directors is available on thewebsite of the Company at www.ivpindia.com
HOLDING SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company has been informed by Allana Exports Private Limited (AEPL) vide letterdated 28th September 2020 that pursuant to Scheme of Merger by Absorption sanctioned byHon'ble NCLT Mumbai through Order dated 15th November 2019 Phoenicia Shipping CompanyPrivate Limited has merged with AEPL and consequently after considering shares held inthe Company by AEPL as well as its subsidiaries the Company has become subsidiary companyof AEPL on operation of the said Scheme of Merger.
The Company does not have any Subsidiaries 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 andthe Rules framed thereunder the Annual Return for the Financial Year ended 31st March2021 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-Dto 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 31st March 2021 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.
|No. of complaints filed during Financial Year 2020-21 ||: NIL |
|No. of complaints disposed off during Financial Year 2020-21 ||: NA |
|No. of complaints pending as on 31st March 2021 ||: NA |
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 2020-21 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.
| ||By Order of the Board of Directors |
| ||T.K. Gowrishankar |
| ||Chairman |
|Place : Mumbai || |
|Date : 11th June 2021 || |
|Registered Office: || |
|Shashikant N. Redij Marg || |
|Ghorupdeo Mumbai - 400 033. || |
|CIN : L74999MH1929PLC001503 || |
|Tel : 022-23787300 || |
|Email : firstname.lastname@example.org || |
|Website : www.ivpindia.com || |