1) Global Economy Overview
The global economy enters 2022 in a weaker position than previously expected. As the
new Omicron CoVID-19 variant spreads, countries have re imposed mobility restrictions.
Rising energy prices and supply disruptions have resulted in higher and more broad-based
inflation than anticipated, notably in the United States and many emerging market and
developing economies. The ongoing retrenchment of Chinas real estate sector and
slower-than-expected recovery of private consumption also have limited growth prospects.
Global growth is expected to moderate from 5.9 in 2021 to 4.4 percent in 2022—half
a percentage point lower for 2022 than in the October World Economic Outlook (WEO),
largely reflecting forecast markdowns in the two largest economies. A revised assumption
removing the Build Back Better fiscal policy package from the baseline, earlier withdrawal
of monetary accommodation, and continued supply shortages produced a downward 1.2
percentage-points revision for the United States. In China, pandemic-induced disruptions
related to the zero-tolerance COVID-19 policy and protracted financial stress among
property developers have induced a 0.8 percentage-point downgrade. Global growth is
expected to slow to 3.8 percent in 2023. Although this is 0.2 percentage point higher than
in the previous forecast, the upgrade largely reflects a mechanical pickup after current
drags on growth dissipate in the second half of 2022. The forecast is conditional on
adverse health outcomes declining to low levels in most countries by end-2022, assuming
vaccination rates improve worldwide and therapies become more effective.
2) Indian Economy Overview
The past two years have been difficult for the Indian economy on account of the
COVID-19 pandemic. Repeated waves of infection, supply-chain disruptions and, more
recently, inflation have created particularly challenging times. Faced with these
challenges, the Government proactively implemented a range of safety measures to protect
the vulnerable sections of the society. It places a strong thrust on increase in capital
expenditure for infrastructure development to boost medium-term demand and expansion of
the economy.
Indias Gross Domestic Product (GDP) is estimated to have grown by 8.7% in FY 2021-22
and growth is expected at 8.2% in FY 2022-23. This implies that the overall economic
activity has recovered past the pre-pandemic levels. Growth in the coming year will be
driven by widespread vaccine coverage, gains from supply side reforms and easing of
regulations, robust export growth, and availability of fiscal space to ramp up capital
spending. The country is also well poised for a pick-up in private sector investment with
the financial system in a good position to provide support to the revival of the economy.
Expectations of normal monsoon, abatement of pandemic-related challenges, and withdrawal
of global liquidity by major central banks, moderate oil prices, and easing of supply
chain disruptions will support growth momentum going forward.
Despite the disruptions caused by the global pandemic, Indias balance of payments
remained in surplus throughout the last two years. This allowed the Reserve Bank of India
to keep accumulating foreign exchange reserves which stood at US$ 634 billion as on
December 31 2021. This is equivalent to 13.2 months of merchandise imports and is higher
than the countrys external debt. The combination of high foreign exchange reserves
sustained foreign direct investment, and rising export earnings will provide an adequate
buffer against possible global liquidity tapering in FY 2022-23.
The fiscal measures adopted to support the economy as well as the health response led
to the increase in fiscal deficit and government debt. However, a strong rebound in
government revenues in FY 2021-22 implied that the Government will comfortably meet its
targets for the year while maintaining the support and ramping up capital expenditure. The
strong revival in revenues (revenue receipts were up over 67% in April-November 2021)
indicated that the Government has fiscal space to provide additional support, if
necessary. The capital markets in India have done exceptionally well and have allowed
record mobilization of risk capital for Indian companies.
The Sensex and Nifty scaled to touch the peak at 61,766 and 18,477 on October 18, 2021.
Among major emerging market economies, Indian markets outperformed its peers in
April-December 2021. The year 2021-22 so far has been an exceptional year for the primary
markets with a boom in fundraising through IPOs by many new-age companies, tech start-ups,
and unicorns. Nearly Rs. 89,066.00 Crore was raised via 75 IPO issues in April- November
2021, much higher than in any year in the previous decade.
3) Company Overview
The Company continued to grow ahead of the market and the Company offers a competitive
and innovative range, catering to consumer needs in all significant audio video system
integration & paint. However, retaining margins is also a challenge, because of rupee
value, talent retaining and operational costs. Your Company shall be exploring a suitable
strategy to enhance margins and invest in talent.
Paint business is a constant business which is affected by adverse demand in
ancillaries and small industries subject to growth of the Company, etc.
The Company leverages all these and its deep contextual knowledge of its end users in
working to high quality and high impact solutions designed to deliver differentiated
business outcomes.
4) Strategy
Your Company has successfully navigated through multiple technology cycles and adapting
new models through talent development and helping our clients realize the benefits of
emerging technologies and end-user customer-centricity is our core strategy to strengthen
investment of these projects.
Your Company is also expanding to distribution business and OEMs having reasonable
Margins.
Your Companys willingness to invest in the relationship, the commitment to deliver
impactful outcomes and the track record of execution excellence have resulted in high
satisfaction levels and repeat orders from the customers.
5) Talent Management
The ability to attract, motivate and retain talent is critical factor in our industry.
Your Company is focused on attracting the best talent and transforming the workforce and
stimulating environment, which is flexible and result oriented, progressive policies,
continual investment in upgrading employees skills and the philosophy of empowering
individuals.
6) Enterprise Risk Management
Your Company has a comprehensive Enterprise Risk Management (ERM) framework in place
for risk assessment and mitigation across the organization. The framework is designed to
provide risk score measures for each of the potential risks as well as for its financial,
reputational, and operational impact. It also provides risk improvement plans, critical
success factors, and target dates to control risks.
Your Company has aligned its policy on risk assessment with the global standards and
risk assessment reports are reviewed at regular intervals. It has also adopted a focused
approach towards risk management in the form of a corporate insurance program. The goal of
this program is to optimize the financing of insurable risks by using a combination of
risk retention and risk transfer. The program covers all potential risks relating to the
business operations of your Company across all its locations.
As part of the Companys policy, the relevant parameters for all manufacturing sites
are analyzed to minimize the risk associated with the protection of environment, safety of
operations, and health of people at work. These are monitored regularly with reference to
statutory regulations prescribed by government authorities and guidelines defined by your
Company. Your Company adheres to the legal requirements concerning emission, wastewater,
and waste disposal. Improving workplace safety continues to be the top priority at all
manufacturing sites.
Your Company continues its focus on compliance in all areas of business operations by
rationalizing and strengthening controls. Your Company has set in place a requisite
mechanism for meeting compliance requirements and periodic monitoring to avoid any
deviation. Your Company aims to set exemplary and sustainable standards, not only through
products, services, and performance, but also through integrity and behavior. As part of
continuing efforts to ensure that such exemplary standards are maintained and to provide
employees with a good understanding of the demands of anti-bribery and corruption laws,
your Company has laid policies on the prevention of Bribery and Corruption.
The business operations of your Company are exposed to several risks such as market
risk, foreign exchange risk, interest rate risk, price risk, credit risk, liquidity risk,
etc. The risk management program focuses on the unpredictability of financial markets and
seeks to reduce potential adverse effects on financial performance.
7) Opportunities and Threats
As capital markets continue to evolve under the impact of globalization, regulatory
reforms and disruptive technologies, financial institutions are being forced to revisit
their traditional business models.
With financial markets getting increasingly fragmented, organizations are seeking to
diversify their revenue streams by launching new products and services. Enhanced
operational efficiency, through standardization of business processes and technology
systems, has emerged as another key business imperative.
| Sr. No. Opportunities |
Threats |
| 1 Regulatory reforms would aid greater participation of all class |
Execution Risk. |
| of investors. |
|
| 2 Favorable demographics like huge middle class, larger younger population with
disposable income and investible surplus, change in attitude from wealth creation and risk
taking abilities of the youth etc. |
Increased competition from local and global players operating in
India. |
| 3 Enhanced operational efficiency, through standardization of business processes
and technology systems. |
Regulatory Changer impacting the landscape of business. |
| 4 Corporate are looking at expanding in domestic markets through merger &
acquisitions and Corporate advisory Services. |
Unfavorable economic condition. |
8) Human Resource
Your Company recognizes that its committed and talented workforce is the key factor in
driving sustainable performance and growth. As one of the most critical assets of the
Company, its people are responsible for its competitive advantage. Your Company is
committed to recruiting and retaining the most relevant and best industry talent.
Employees are thereafter nurtured, developed, motivated, and empowered to boost their
skills and performance capabilities.
Your Company continuously seeks to inculcate within its employees a strong sense of
business ethics and social responsibility. Relations with the employees at all levels
remained cordial during the year.
9) Segmented Information
At March 31, 2022, the Corporation had two reportable and operating segments: Spray
paint and Audio Video system integration.
The segments are the Company strategic business units. For each of the strategic
business units, the Board of Director reviews internal management reports on a periodical
basis.
The segments have been identified on the basis of business and customer cluster and are
aligned with the organizational structure and strategic direction of the organization.
Accounting policies relating to each segment are identical to those used for the purposes
of the consolidated financial Statements.
Management of other financial expenses, share-based compensation and income tax expense
is centralized and, consequently, these expenses are not allocated to the operating
segments.
10 ) Financial Performance
The Company registered standalone revenue for the Financial Year 2021-22 of Rs. 5.30
Cr. as compared to previous year Financial Year 2020-21 of Rs. 7.98 Cr., however, profit
after tax and other comprehensive income is Rs. 21.44 Lakhs as compared to previous year
profit after tax and other comprehensive income is Rs. (1,71,91,834).
11) Internal Financial Control Systems and their Adequacies
Your Company has adequate internal control procedures commensurate with its size and
nature of business. Your Company has clearly laid down policies, guidelines, and
procedures that form a part of the internal control systems. The adequacy of the internal
control systems encompasses the Companys business processes and financial reporting
systems and is examined by the management as well as by its auditors at regular intervals.
The auditors conduct audits at regular intervals to identify the weaknesses and suggest
improvements for better functioning. The observations and recommendations of the auditors
are discussed by the Committee to ensure timely and corrective action.
12) Operations
During the year, both segment has badly affected due to COVID-19 Lockdown and prime
customers are Education Institution were close for whole financial year. To overcome with
the challenge, Company keeps pace with the upgraded Technologies and high level of
engagements with OEMs, timely delivery of projects and delighted customer satisfaction.
The Company further improved processes and systems to meet this challenge through better
utilization of available resources, higher flexibility in moving technicians team model
with this, enable the Company to meet customers expectations The Company consolidated all
related functions into a dedicated projects team to impart focus and cohesion. We have
done investment in talent acquisition from Industry and also upgrade the existing talent
with CTS certification. As result there increase in Top line of the company and company
expects that profits will be followed in coming years.
13) Shareholders and Investor Relationship
The Company acknowledges that and encourages full and active participation in
discussions and votes, and be prepared to present facts, figures and company forecasts,
email feedback, General Body meetings, etc. and be prepared to alter our business strategy
based on shareholder input. We convey our openness to shareholders and keep relations
strong.
14) Disclaimer
Statements in this management discussions and analysis describing the Companys
objectives, projection, estimates and expectations are categorized as ‘forward
looking statements within the meaning of applicable laws and regulations. Actual results
may differ substantially or materially from those expressed or implied. Important
developments that could affect the Companys operations include trends in the industry,
competition, and rise in input costs, exchange rate fluctuations, and significant changes
in the political and economic environment in India, environmental standards, tax laws,
litigation and industrial relation.
15) Corporate Social Responsibility
Section 135 of the Companies Act provides the threshold limit for a applicability of
the CSR to a Company i.e. (a) net worth of the company to be Rs. 500 Crore or more; (b)
turnover of the Company to be Rs. 1000 Crore or more; (c) net profit of the company to be
Rs. 5 Crore or more.
The CSR Committee shall be responsible for providing recommendations to the Board with
respect to CSR Activities that may be undertaken by the Company in accordance with the CSR
Policy as well as the Act and the CSR Rules.
The CSR Committee shall consist of three or more directors, out of which at least one
Director shall be Independent Director.
No member of the CSR Committee shall be personally liable for any decision or action
taken in good faith with respect to the CSR Policy.
As the Company is not coming under the ambit of the provision of Section 135, therefore
Company is not required to formulate CSR policy & also it not required to comply with
the Provision of Section 135 of the Companies Act, 2013.
Annexure - B Secretarial Audit Report Form MR - 3
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 09 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
IND-AGIV Commerce Limited (L32100MH1986PLC039004)
09 To 12, B-Wing, Kanara Business Centre, Laxmi Nagar, Off. Ghatkopar Andheri Link
Road, Ghatkopar (East), Mumbai – 400 075
We have conducted the Secretarial Audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by IND-AGIV Commerce Limited
(hereinafter called the Company). Secretarial Audit was conducted in a manner that
provided us reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing our opinion thereon.
Based on our verification of the Companys books, papers, minute books, forms and
returns filed and other records maintained by the company and also the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, we hereby report that in our opinion, the Company has ,
during the audit period covering the financial year ended on March 31, 2022 complied with
the Statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject
to the extent, in the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns filed and other
records maintained by the Company for the financial year ended on March 31, 2022 according
to the provisions of;
1. The Companies Act, 2013 (the Act) and the rules made there under and
amendments from time to time ;
2. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made
there under and amendments from time to time;
3. The Depositories Act, 1996 and the Regulations and Bye-law framed hereunder
and amendments from time to time;
4. Foreign Exchange Management Act, 1999 and the Rules and Regulations made
thereunder and amendments from time to time to the extent of Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings;
5. The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India, 1992 (‘SEBI Act) to the extent applicable to the company;
(a) The Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2019 and amendment from time to time;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 and amendment from time to time;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 and amendment from time to time; Not Applicable since
Company has not issued further shares during the period under consideration;
(d) The Securities and Exchange Board of India (share based Employee Benefits)
Regulations, 2014 and amendments from time to time;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008 and amendment from time to time; Not Applicable since
Company has not issued any debt securities during the period under consideration.
(f) The Securities and Exchange Board of India (Registration to an Issue and
Share Transfers Agents) Regulations, 1993 and amendments from time to time, regarding the
Companies Act and dealing with client; Not Applicable
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009; Not Applicable, since Company has no such reportable issue during the
period under consideration
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998; Not Applicable, no such buy back held during the period under
consideration.
We have also examined compliance with the applicable clause of the following;
i. The Secretarial Standards issue by the Institute of Company Secretaries of
India with respect to
Board and General Meetings. ii. Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements)
Regulations, 2015 and amendment from time to time. iii. The Equity Listing
Agreements entered by the Company with Bombay Stock Exchange. iv. MCA notification
holding meeting through Video Conferencing (VC)/ Others Audio Visual Means
(OAVM).
During the period under review the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above to the extent applicable
to the company except delay in following compliances.
| Sr. Compliances |
Penalty imposed by |
Period of Delay in Compliance |
| No. |
BSE(included GST) & |
|
|
Paid by the Company |
|
| 1. Delay in submission of the |
Rs. 35,000/- |
Audited Financial Results for the quarter and |
| Audited Financial Results. |
|
FY ended March 31, 2021. |
| 2. Delay in submission of the |
Rs. 82,600/- |
Audited Financial Results for the quarter and |
| Audited Financial Results. |
|
FY ended March 31, 2022. |
Based on our verifications of the Companys books, papers, forms and returns filed and
other records maintained by the Company and also the information provided by the Company,
its officers, agents and authorized representatives during the conduct of Secretarial
Audit, we hereby report that in our opinion, the Company has, during the financial year
ended on 31st March 2022 complied with the aforesaid laws.
Based on information received and records maintained, we further report that:
? The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
? Adequate notice is given to all Directors to schedule the Board Meetings, agenda
and detailed notes on agenda were sent at least seven days in advance, and a system exists
for seeking and obtaining further information and clarification on the agenda items before
the meeting and for meaningful participation at the meeting.
? All decisions at Board Meetings and Committee Meetings are carried unanimously as
recorded in the minutes of the Meetings of the Board of Directors or Committee of the
Board.
We have also examined compliance with the applicable Laws, Acts, Rules, Regulations,
Guidelines, Secretarial Standards, etc., complied by RST Technologies Private Limited,
subsidiary of the Company. The subsidiary company has complied with the provisions of
Companies Act, 2013 and rules made there under, Secretarial Standards issued by the
Institute of Company Secretaries of India.
Based on compliance mechanism established by the Company and on the basis of the
Compliance Certificate(s) issued by the Company Secretary and taken on record by the Board
of Director at their meeting(s), we are of the opinion that the management has; -
a) Adequate systems and processes commensurate with its size and operations, to
monitor and ensure compliance with applicable laws, rules, regulations and guidelines and;
b) Complied with the following laws specifically applicable to the company; -
1. Industrial Dispute Act,1947;
2. The Payment of Wages Act,1936;
3. The Minimum Wages Act, 1948;
4. Employees State Insurance Act,1948;
5. The Employees Provident Funds and Miscellaneous Provisions Act, 1952;
6. The Payment of Bonus Act, 1965;
7. The Payment Gratuity Act, 1972;
8. The Contract Labour (Regulation & Abolition) Act, 1970;
9. The Maternity Benefits Act, 1961;
10. The Child Labour (Prohibition & Regulation) Act, 1946; 11. The
Industrial Employment (Standing Order) Act, 1946; 12. The Employees Compensation
Act, 1923;
13. The Apprentices Act, 1961;
14. The Equal Remuneration Act, 1976;
15. The Employment Exchange (Compulsory Notification of Vacancies) Act, 1959;
16. Labour Welfare Acts of state;
17. The Competition Act, 2002 18. The Income Tax Act, 1961
19. Shops and Establishments Act, 1948 20. The Central Excise Act, 1944
21. The Customs Act, 1962
22. Goods and Service Tax Act, 2017
We further report that during the Audit Period, there are no event/ action have taken
place which are having a major bearing on the Companys affairs in pursuance of the above
referred laws, rules, regulations, guidelines, standards, etc.
For S. S. Rauthan & Associates Company Secretaries
Firm Registration No.:S1999MH026900
CS Surjan Singh Rauthan Proprietor M. No. FCS-4807, COP No.3233 Peer Reviewed Cert. No.
: 1840/2022 UDIN: F004807D000763004
Place: Mumbai Date: August 8, 2022
Note: This report is to be read with our letter of even date which is annexed as
"ANNEXURE A" and forms an integral part if this report.
ANNEXURE TO SECRETARIAL AUDIT REPORT
To,
The Members,
IND-AGIV Commerce Limited (L32100MH1986PLC039004)
09 To 12, B-Wing, Kanara Business Centre, Laxmi Nagar, Off. Ghatkopar Andheri Link
Road, Ghatkopar (East), Mumbai – 400 075
Our Secretarial Audit Report of even date, for the Financial Year 2021-22 is to be read
along with this letter.
Managements Responsibility;
1. It responsibility of the management of the company to maintain Secretarial
Records, devise proper system to ensure compliance with the provisions of all applicable
laws and regulations and to ensure that the systems are adequate and operate effectively.
Auditors Responsibility;
2. Our responsibility is to express an opinion on these Secretarial Records,
Standards and Procedures followed by the Company with respect to Secretarial Compliances.
3. We believe that audit evidence and information obtained from the Companys
management is adequate and appropriate for us to provide a base for our opinion.
4. Where required, we have obtained the managements representation regarding
various compliances of applicable laws, rules and regulation on the Company.
Disclaimer;
5. The Secretarial Audit Report is neither an assurance as to the future
viability of the Company nor of the efficacy or effectiveness with which the management
has conducted the affairs of the Company during the financial year under consideration.
6. We have not verified the correctness and appropriateness of the financial
records and books of accounts of the Company.
For S. S. Rauthan & Associates Company Secretaries
Firm Registration No.:S1999MH026900
CS Surjan Singh Rauthan Proprietor M. No. FCS-4807, COP No.3233 Peer Reviewed Cert. No.
: 1840/2022 UDIN: F004807D000763004
Place: Mumbai Date: August 8, 2022
+91-9892691696
