india radiators ltd share price Directors report

Your Directors are pleased to present the Annual Report and the Audited Financial Statements of the Company for the year ended 31 March 2023.

1. REVIEW OF OPERATIONS

The financial results for the year ended 31 March 2023 have been prepared in accordance with Indian Accounting Standards.

During the financial year ended 31 March 2023, the company has made a profit of INR 50.76 lakhs (Previous year profit of INR 711.83 lakhs) before tax and exceptional items and a profit of INR 68.08 lakhs (Previous year profit of INR 489.65 lakhs) after tax and exceptional items.

2. FINANCIAL RESULTS

		(Rs. In Lakhs)
Description	2022-23	2021-22
Income from Operations	6.32	4.51
Other Income	39.68	927.20
Profit/(Loss) Before Depreciation	(41.20)	711.83
Depreciation	-	-
Net Profit/(Loss) before Provision for Tax	(41.20)	-
Profit from discontinued operations	91.96	711.83
Net Profit/(Loss) before Provision for Tax	50.76	711.83
Deferred Tax (net)	(17.32)	222.18
Profit after Tax	68.08	489.65
Other Comprehensive Income	-	-
Total Comprehensive Income	68.08	489.65

3. DIVIDEND

Your Directors have not recommended any dividend in view of the accumulated losses.

4. SHARE CAPITAL

The paid up equity share capital of the company as on 31st March 2023 has been Rs. 90 lakhs comprising of 9 lakh equity shares of Rs.10/- each. The Company has not issued any employee stock option, sweat equity shares and shares with differential voting rights.

5. FIXED DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS

Business operations at Puducherry is discontinued with effect from 31-03-2023 and the profit from this segment is shown as profit from discontinued operations.

No other material changes and commitments affecting the financial position of the Company have occurred between the period to which this financial statement relates on the date of this report.

7. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business.

8. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Mercantile Ventures Limited is the holding company with effect from 06 September, 2019 pursuant to Section 47 (2) of the Companies Act, 2013.

The Company has neither a subsidiary nor an associate company.

9. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility Statement:-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year ended 31 March 2023;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively. Internal financial control means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Companys Board comprises of the following directors at present:-

• Mr. T Govindarajan	- Independent Director
• Mr. B Narendran	- Independent Director
• Ms. Rita Chandrasekar	- Independent Director
• Mr. E N Rangaswami	- Whole Time Director

The independent directors of the company were re-appointed in the 69th Annual General Meeting held on 5 August, 2019 for a period of 5 years.

Mr. E N Rangaswami, Director is liable to retire by rotation in the ensuing Annual General Meeting.

The Key Managerial personnel of the Company are:

• Mr. E N Rangaswami	- Whole-Time Director (with effect from 06 August, 2023)
• Mr. R Subbaraya Davey	- Chief Financial Officer
• Ms.V.Padmapriya	- Company Secretary (upto 15 June 2023)
• Mr. Oberoi Jangit M	- Company Secretary (with effect from 16 June 2023)

Mr. E N Rangaswami and Mr. Oberoi Jangit M are holding the position of Whole Time Director and Company Secretary respectively of Mercantile Ventures Limited, the holding Company and their appointments are pursuant to Section 203 (3) of Companies Act, 2013.

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013, so as to qualify themselves for the continuance as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12. COMMITTEES OF THE BOARD AND MEETINGS

Currently, the Board has three Committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

A detailed note on Board and its committees is provided in the Corporate Governance Report.

During the financial year 2022-23, four Board meetings were held and the details of which are given in the Corporate Governance Report. The intervening gap between the meetings is within the period prescribed under the Companies Act, 2013.

The details of constitution of the Board and its Committees are given in the Corporate Governance Report.

13. CORPORATE GOVERNANACE

A report on Corporate Governance as stipulated under Schedule V and Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite certificate from a practicing company secretary confirming compliance with the conditions of corporate governance as stipulated is annexed to the Corporate Governance report.

14. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Companys Policy relating to appointment of directors, payment of Managerial remuneration, directors qualifications, positive attributes, independence of directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is uploaded in the website of the company in the following link: https://www.indiaradiators.com/

The Remuneration Policy also forms part of the Corporate Governance Report.

15. FAMILIARISATION PROGRAM

The Independent Directors attend a familiarisation program on being inducted into the Board. The details of familiarisation program are provided in the Corporate Governance Report and also available on the website of the Company https://www.indiaradiators.com/

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance of the Board and the Non-independent Directors were considered and evaluated by the independent directors at their meeting held on 04-08-2023 without the participation of the non-independent directors and key managerial personnel.

They also assessed the quality, quantity and flow of information between the Companys Management and the Board that are necessary for the Board to perform its duties effectively and reasonably.

Pursuant to the provisions of the Companies act, 2013 and regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own, the directors individually as well as the working of its various committees.

17. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Companys Internal Control System has been designed to provide for:

• Accurate recording of transactions with internal checks and prompt reporting.

• Adherence to applicable accounting standards and policies.

• Compliance with applicable statutes, management policies and procedures.

• Effective use of resources and safeguarding of assets.

The Internal audit was carried out periodically by a practicing chartered accountant. The observations arising out of the audit are periodically reviewed and compliance ensured. The summary of the internal audit observations and management responses are submitted to the Board after review by the Audit Committee.

18. REPORTING OF FRAUDS

There was no instance of fraud during the financial year 2022-23, which requires the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made there under.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The contracts or arrangements made with Related Parties as defined under Section 188 of the Companies Act, 2013 are provided in Form No. AOC-2 attached with this report.

The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board may be viewed on the Companys website at the web link: https://www.indiaradiators.com/

20. AUDITORS STATUTORY AUDITORS

M/s. Venkatesh & Co, Chartered Accountants (Firm Registration No. 004636S) were appointed as the statutory auditors of the company at the 65th AGM to hold office till the conclusion of the 69th AGM. They were reappointed for a further period of 5 years in the 69th AGM held on 5 August, 2019 to hold office until the conclusion of the 74thAGM to be held in the year 2024.

SECRETARIAL AUDITOR

M/s KRA & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditor by the Board of Directors. The report of the Secretarial Auditor is annexed to this report.

COST AUDITOR AND MAINTAINENCE OF COST RECORDS

The business activity of the Company is not covered under rule 3 of The Companies (Cost Records and Audit) Rules, 2014. Accordingly, the maintenance of cost records under section 148(1) of the Companies Act, 2013 is not applicable.

21. RISK MANAGEMENT

The Company has not adopted any Risk Management Policy since it is not applicable as per the regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans, guarantees or made any investments under Section 186 of the Companies Act, 2013 during the financial year ended 31 March 2023.

23. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

As the company has no woman employee and the total no of employees are less than ten, it is not required to form an internal complaints committee as per section 6 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013. Accordingly, all the concerns shall be reported to Every District officer/s notified by the appropriate Government.

24. AUDIT COMMITTEE AND WHISTLE BLOWER POLICY

Pursuant to section 177(8) of the Companies Act, 2013, the information about composition of Audit Committee and other details are given in the corporate Governance report, forming part of this report. The Board has accepted the recommendations of the Audit Committee. The Audit Committee comprises of Ms. Rita Chandrasekar as chairperson and Mr. T Govindarajan and Mr. B Narendran as members.

The Company has adopted Whistle blower policy to report genuine concerns. The Policy as approved by the Board may be viewed on the Companys website at the web link: https://www.indiaradiators.com/

25. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company for the financial year 2022-23.

26. ANNUAL RETURN

The annual return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with relevant rules is placed in the website of the Company in the web link https://www.indiaradiators.com/

As per the Companies Amendment Act, 2017, the provisions regarding extract of Annual Return in the form of MGT-9 has been dispensed with.

27. PARTICULARS OF EMPLOYEES

The Company has no employee whose salary exceeds the limits as prescribed under Rule (5) (2) of Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014.

The statement containing information as required under the provisions of Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

28. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy and Technical Absorption:

The business of the Company is manufacture of Automobile components. The particulars prescribed under Section 134 of the Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy and technology absorption is not applicable to the limited business operations of the Company.

Foreign Exchange Earnings:

Foreign Exchange Inward - NIL Foreign Exchange Outward - NIL

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys Operations in future.

30. EXPLANATIONS ON QUALIFICATIONS MADE BY THE AUDITORS IN THEIR REPORTS There are no adverse remarks made by the Auditors of the Company.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) INDUSTRY STRUCTURE AND DEVELOPMENT

After a protracted period of economic stagnation the real estate sector has witnessed an appreciable upswing despite rising costs and a series of hikes in repo rates. The sector has seen robust growth in the commercial office and residential segments and the momentum is expected to be sustained in the year ahead.

The automotive industry in India is witnessing a boom due to various factors like increasing disposable income, rising population, urbanization, growing number of middle-class citizens and is expected to grow at a healthy rate in the next five years. The Indian automotive industry continues to evolve at a rapid pace, with the influx of technology playing a critical role in its growth and transformation.

b) OPPORTUNITIES AND THREATS

With a surge in demand, the commercial real estate market is poised to see double digit growth in the office and residential segments The growth momentum is likely to continue in the year ahead with increasing absorption, diminishing vacancy in office space and improved rental rates.

The series of rate hikes by RBI has pushed up the home loan rates thereby impacting demand and customer sentiments. The demand supply dynamics is expected to be resilient in the year ahead with the likely softening of interest rates. However, a continued tight money policy of RBI could dampen the demand for residential and office space.

c) SEGMENT WISE REPORTING

The Company operated in two segments -Automobile parts and renting of properties. However the focus will be on the segment of leasing of properties in future.

d) FUTURE OUTLOOK AND STATE OF AFFAIRS

The Company has applied to the Archaeological Survey of India (ASI) to remove the restrictions in fresh constructions for restarting its operations at Puzhal factory. The Company is also looking at other options. In the meanwhile the company has rented out a portion of its land.

e) RISKS & CONCERNS

The Archaeological Survey of India (ASI) ban on new construction is continuing at Puzhal and only repair work to the existing building is permitted. The Company has requested for removal of restrictions with the ASI authorities.

f) INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Company has adequate internal control system commensurate with its size and operations.

g) SIGNIFICANT CHANGES IN FINANCIAL RATIOS

The significant changes in the financial ratios of the Company are as follows:

Financial Ratios	2022-23	2021-22	% Change
a) Current Ratio	0.18	0.03	502.95%
b) Return on Capital Employed	6.04	48.59	(87.58%)
c) Net Profit Ratio	1077.19	10856.98	(90.08%)
d) Return on Investment	5.67	40.29	(85.94%)
e) Trade Receivables Turnover Ratio	0.78	2.07	(62.28%)

Note: * In the previous year, Rs 927.20 lakhs was recognised as notional income on FV of preference shares

h) RETURN OF NET WORTH - The net worth of the Company is negative.

Note: * In the previous year, Rs 927.20 lakhs was recognised as notional income on FV of preference shares.

INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the year ended 31 March 2023.	Mr. E N Rangaswami, Whole-time Director	NA
The percentage increase in remuneration of	Mr. E.N.Rangaswami, Whole-time Director	NIL
each Director, Chief Financial Officer, Company	Mr. R Subbaraya Davey, Chief Financial Officer	6.46%
	Ms. V Padmapriya, Company Secretary (upto 15 June 2023)	NA
	Mr.Oberoi Jangit, Company Secretary ( from 16 June 2023)	NA
The percentage decrease in the median remuneration of employees in the financial year ended 31 March 2022	NA	NA
The number of permanent employees on the rolls of Company - as on 31 March 2022	ONE
Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year	Other than KMP	NIL NA
and its comparison with the percentile increase in the managerial remuneration and justification thereof	KMP	6.46%

INFORMATION PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

DETAILS OF EMPLOYEES IN TERMS OF REMUNERATION RECEIVED DURING THE YEAR

Name	Designation	Remuneration (In Rs.)	Qualification	Experience	Date of Joining	Age	Last Employment
E N Rangaswami	Whole Time Director	NIL*	B.Sc., ACA	44 years	06-08-2020	67	Manali petro chemicals Ltd, General Manager (Finance)
R Subbaraya Davey	CFO	4,44,996	B.Com	43 years	01-04-2015	67	Mercantile Ventures Limited
V Padmapriya	Company Secretary (upto 15-06-2023)	NIL*	BA, ACS	11 years	01-04-2022	50	Practicing Professional
Oberoi Jangit M	Company Secretary (from 16-06-2023)	NIL*	M.Com,ACS	7 years	16-06-2023	31	Assistant Company Secretary in Orient Green Power Company Limited Group.

1. The above appointments are contractual.

2. As per the disclosure available with the Company, none of the above employees are related to any Director and they do not hold any shares in the Company.

* Mr. E N Rangaswami, Ms. V Padmapriya and Mr. Oberoi Jangit M were paid remuneration by Mercantile Ventures Limited, the Holding Company.

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY.

The Company is adopting remuneration guidelines for fixing the remuneration as per the policies laid down by the Nomination and Remuneration Committeee.

ACKNOWLEDGEMENT

Your directors express their grateful thanks for the assistance, co-operation and support extended to the Company by Promoters, shareholders and the bankers for their continued support. The Directors also place on record their appreciation of the good work put in by the employees of the company.

		By Order of the Board
		For INDIA RADIATORS LIMITED
	E N Rangaswami	B Narendran
Place : Chennai	Whole Time Director	Director
Date : 04-08-2023	DIN:06463753	DIN: 01159394