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IVP Ltd.

BSE: 507580 Sector: Industrials
NSE: IVP ISIN Code: INE043C01018
BSE 00:00 | 26 Mar 120.10 -0.90
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120.50

HIGH

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NSE 00:00 | 26 Mar 120.80 -1.00
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120.00

HIGH

124.00

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OPEN 120.50
PREVIOUS CLOSE 121.00
VOLUME 2025
52-Week high 218.70
52-Week low 85.20
P/E 33.27
Mkt Cap.(Rs cr) 124
Buy Price 117.10
Buy Qty 1.00
Sell Price 124.85
Sell Qty 50.00
OPEN 120.50
CLOSE 121.00
VOLUME 2025
52-Week high 218.70
52-Week low 85.20
P/E 33.27
Mkt Cap.(Rs cr) 124
Buy Price 117.10
Buy Qty 1.00
Sell Price 124.85
Sell Qty 50.00

IVP Ltd. (IVP) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting to you the 89th Annual Reporttogether with the Audited Financial Statements for the year ended 31st March2018.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 2017-18 2016-17 *
Revenue from Operations 27554.44 18047.89
Other Income (Net) 136.69 116.58
Total Income 27691.13 18164.47
Expenses
Operating expenditure 25789.75 16325.94
Depreciation and amortization expenses 260.01 136.52
Total Expenses 26049.76 16462.46
Profit before Tax (PBT) 1641.37 1702.01
Tax Expenses 602.58 621.24
Profit for the year 1038.79 1080.77
Opening balance of Retained Earnings 3117.45 2288.57
Other Comprehensive Income (Net of Tax) (0.49) (3.30)
Amount available for appropriation 4155.75 3366.04
Appropriations
Dividend on equity shares (excluding tax) 206.53 206.53
Tax on Dividends 42.04 42.04
Closing balance of retained earnings 3907.18 3117.47

*figures as per IND AS

PERFORMANCE FOR THE YEAR:

The Company achieved a revenue from operations of Rs. 27554.44 lakhs during thecurrent year as against Rs. 18047.89 lakhs during the previous year. The PAT for thecurrent year was Rs. 1038.79 lakhs as compared to Rs. 1080.77 lakhs in the previousyear.

The Company's performance has been discussed in detail in the "ManagementDiscussion and Analysis Report" which forms a part of this report.

DIVIDEND:

The Directors have recommended a Dividend of Rs. 2 per equity share of Rs. 10 each outof the current year's profit on 10326263 equity shares of Rs. 10 each amounting to Rs.20652526/-. Dividend for the current year will be free of tax in the hands ofshareholders upto an amount aggregating to Rs. 1000000/-.

TRANSFER TO RESERVES:

The Directors have decided to retain the entire amount of Rs. 3907.18 lakhs in theretained earnings.

CAPITAL EXPENDITURE:

The total Capital Expenditure during the year was Rs. 2617.49 lakhs spent on FactoryBuildings Plant & Machineries Furniture & Fixtures Office Equipment Vehiclesand on Information Technology.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing

Regulations") the Management Discussion and Analysis Report is enclosed as a partof this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down inthe Listing Regulations.

A report on Corporate Governance is included as a part of this Annual Report.Certificate from the Statutory Auditors of the Company M/s. Bansi S. Mehta & Co.Chartered Accountants confirmingcompliance with the conditions of Corporate

Governance as stipulated under Listing Regulations is included as a part of thisreport.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Priya Ranjan (DIN: 08065588) was appointed as an Additional Director of the Companyon 12th February 2018 to hold office upto the date of ensuing Annual GeneralMeeting (AGM). It is proposed to recommend to the shareholders the appointment of Mr.Priya Ranjan (DIN: 08065588) as Director at the ensuing AGM.

As per the provisions of Section 152 of the Companies Act 2013 ("the Act")Mr. Vishal Pandit (DIN: 00121297) retire by rotation at the ensuing AGM and beingeligible offer himself for re-appointment.

Mr. S.S.Sayed retired w.e.f 30th September 2017 as the Company Secretaryof the Company and Mr. Sameer Phatak resigned w.e.f. 30th November 2017 as theChief Financial Officer of the Company.

The Board places on record its appreciation for the outstanding contribution made byMr. S.S.Sayed as Company Secretary and Mr. Sameer Phatak as Chief Financial Officer of theCompany.

In terms of Section 203 of the Act the Board appointed Mrs. Nisha Kantirao as theCompany Secretary and Compliance Officer w.e.f. 1 st October 2017 and Mrs. MeenalRane as the Chief Financial Officer of the Company w.e.f. 1 st December 2017.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on 31st March

2018 are:

Mr. Mandar Joshi Whole Time Director & Chief Executive Officer Mrs. Meenal RaneChief Financial Officer and Mrs. Nisha Kantirao Company Secretary.

The members' approval is being sought at the ensuring AGM for the above appointments.

STATEMENT OF DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Companyconfirmingthat they meet with the criteria of independence as prescribed under Section149(6) of the Act.

ADOPTION OF NEW ARTICLES OF ASSOCIATION:

The existing Articles of Association (AOA) of the Company are based on the provisionsof the Companies Act 1956 and several regulations in the existing AOA contain referencesto specific sections of the Companies Act 1956. In order to make the AOA of the Companyin tandem with the relevant sections/ provisions under the Companies Act 2013 and rulesmade thereunder it is proposed to replace the existing AOA of the Company by a new set ofArticles. Accordingly in lieu of amendments to various articles in the existing AOA itis considered prudent and desirable to adopt a new set of AOA of the Company insubstitution for and to the exclusion of the existing AOA of the Company. Pursuant toSection 14 of the Act the consent of the members of the Company by way of a SpecialResolution is required for adoption of a new set of AOA of the Company. Accordingly thismatter has been placed before the Members for approval.

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 31st March 2018 the Board of Directorshereby confirms that: a) In the preparation of the annual accounts for the year ended 31stMarch 2018 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 ended 31 st March 2018 and of the profit of the Company for the sameperiod; 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 downinternal financial controls to be followed by the Company and such information for theCompany are adequate and operating effectively; f) They have devised proper systems toensure compliance with the provisions of all applicable laws and these are adequate andare operating effectively.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal financial control procedures commensurate with itssize and nature of business.

The Company has appointed Internal Auditor who periodically audit the adequacy andeffectiveness of the internal controls laid down by management and suggest improvements.

The Audit Committee of the Board of Directors approves the annual internal audit planperiodically reviews the progress of audits as per approved audit plans.

NUMBER OF MEETINGS OF THE BOARD:

The Board met five times during the financial year 2017-18 the details of which aregiven in the Corporate Governance

Report which forms part of this Annual Report. The intervening gap between any twomeetings was within the period prescribed by the Act and Listing Regulations.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual

Directors pursuant to the provisions of the Act and the Corporate Governancerequirements 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 information and functioning etc. The Board reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive Director. The same was discussed inthe Board meeting held subsequently to the meeting of the Independent Directors. Theperformance of the Board its Committees and individual Directors was also discussed bythe Board. Performance evaluation of Independent Directors was done by the entire Boardexcluding the independent director being evaluated.

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 and Remuneration of Directors KeyManagerial Personnel Senior Management and other employees and also on Board DiversityEvaluation of Directors. The Company's policy on Nomination and Remuneration of DirectorsKey Managerial Personnel Senior Management and other matters provided in Section 178(3)of the 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 – www.ivpindia.com.

AUDIT COMMITTEE:

The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report.

INDIAN ACCOUNTING STANDARDS:

The Ministry of CorporateAffairs(MCA)videitsnotification OfficialGazette dated 16 theinthe th February 2015 notified

Indian Accounting Standards (Ind AS) applicable to certain classes of Companies. Ind AShas replaced the existing Indian

GAAP prescribed under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014. For your Company Ind AS is applicable from 1st April2017 with a transition date of 1st April 2016.

The reconciliations and descriptions of the effect of the transition from IGAAP to IndAS have been provided in Note 44 in the Notes to Accounts in the Financial Statements.

AUDIT OBSERVATIONS:

There is no qualification or adverse remark in Auditors' Report. There is no incidentof fraud requiring reporting by the

Auditors under Section 143(12) of the Act. Auditor's observations are suitablyexplained in the notes to the Accounts and are self-explanatory.

AUDITORS: i) Statutory Auditors:

The Company's Auditor M/s. Bansi S. Mehta & Co. Chartered Accountants (Firm'sRegistration No. 100991W) were appointed as Statutory Auditors of the Company for a periodof 4 years at 85th AGM of the Company and they shall retire at the conclusionof the ensuing 89th AGM of the Company. The Board of Directors placed on recordtheir appreciation for the retiring auditors.

The Audit Committee of the Company has proposed and on 24th May 2018 theBoard of Directors of the Company has recommended the appointment of B S Rs. &Associates LLP Chartered Accountants (Firm Registration No. 116231W/W-100024) as theStatutory Auditors of the Company. B S Rs. & Associates LLP will hold office fiveconsecutive years from the conclusion of 89 th AGM of the Company scheduled tobe held on 9th August 2018 till the conclusion of the 94th AGM tobe held in the year 2023 subject to the shareholders of the Company. ii) CostAuditors:

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 31st March 2019.

The remuneration as fixed by the Board of Directors is required to be ratified bymembers at the forthcoming AGM of the Company.

The Cost Audit Report for the year 2016-17 has been filed Your Directors recommend theratification of the Cost Auditor's remuneration at the forthcoming AGM. iii) SecretarialAuditor:

Pursuant to Section 204 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel)

Rules 2014 your Company appointed M/s. A. A. Mulla & Associates PracticingCompany Secretaries to conduct the Secretarial Audit of the Company. The SecretarialAudit 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 details of composition of Corporate Social Responsibility Committee has beenprovided under Corporate Governance Section of this Annual Report.

The contents of the CSR Policy of the Company as approved by the Board on therecommendation of the CSR Committee is available on our website www.ivpindia.com.

The report as per Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 is attached as Annexure-C.

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 has been established. The Vigil Mechanism and Whistle Blower Policy has beenhosted on the website of the Company at www.ivpindia.com.

RELATED PARTY TRANSACTIONS:

All transactions with related parties entered into during the financial year 2017-18were 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 (i.e. transactions exceeding ten percent of the annual turnover as per lastaudited financial statements entered into individually or taken together with previoustransactions during the financial year). Accordingly no disclosure is required in respectof the Related Party Transactions in the prescribed Form AOC-2 in terms of Section 134 ofthe Act and Rules made thereunder.

Members may refer to note no. 39 of the financial statements with respect to RelatedParty disclosures.

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.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Act the Rules thereunder andthe Listing Regulations. The Policy on Related Party transactions has been hosted onwebsite 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 Extract of the AnnualReturn for the financial year ended 31st March 2018 made under the provisionsof Section 92(3) of the Act is attached as Annexure-D which forms part of this Report.

REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 of the Act read with Rule 5 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 the provisions of Section 197 ofthe Act and Rule 5 (2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areavailable at the registered office of the Company during working hours and shall be madeavailable to any shareholder on 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 made by the Company.

FIXED DEPOSITS:

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.

RISK MANAGEMENT:

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 Internal Auditor of the Company prepares quarterly risk analysisreports which are reviewed and discussed at the Audit Committee and the Board Meetings.

INSURANCE:

All assets of the Company are adequately insured.

EMPLOYEES RELATIONS:

Employees relations continued to be cordial and satisfactory during the year. The totalnumber of permanent employees as on 31st March 2018 was 194.

SEXUAL HARRASMENT AT WORK PLACE:

The Company has in place a Sexual Harassment Committee. The Committee is headed by anIndependent person having social background. During the year under review there were nocases reported pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

SECRETARIAL STANDARDS:

The Company complies with all applicable Secretarial Standards.

GREEN INITIATIVES:

Electronic copies of Annual Report 2017-18 are sent to all members whose emailaddresses are registered with the Company/depository participant(s). For members who havenot registered their email addresses physical copies are sent in the permitted mode.

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.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation of the continuous support receivedfrom Banks Central/State Government

Departments. The Directors would also like to record their appreciation for thededication shown by the employees of the Company at all levels.

By Order of the Board of Directors

VISHAL PANDIT

Chairman Place : Mumbai

Date : 24th May 2018

Registered Office: Shashikant N. Redij Marg Ghorupdeo Mumbai – 400 033. CIN: L74999MH1929PLC001503 Tel : 022-62488400 Email : ivpsecretarial@ivpindia.com Website :www.ivpindia.com