INGERSOLL - RAND (INDIA) LIMITED
Your Directors are pleased to submit the Hundredth Annual Report along with the Audited Balance Sheet and Statement of Profit and Loss for the year ended March 31, 2022, that is, the year under review.
1. FINANCIAL SUMMARY OF THE COMPANY
(Rupees in Lakhs)
|(Less): Depreciation and amortization expenses||(1,410)||(1,426)|
|(Less): Finance costs||(255)||(169)|
|Profit before taxation and exceptional items||14,836||10,778|
|(Less): Provision for Current Tax||(3,834)||(2,956)|
|(Less): Deferred Tax for the year||(61)||148|
|Add/(Less): Current Tax relating||74||(735)|
|to prior years (net)||(3,821)||(3,543)|
|Other comprehensive income: (net of tax)||423||(381)|
|Total comprehensive income for the year||11,438||6,854|
|Add: Balance in retained|
|earnings brought forward from earlier years||11,141||4,287|
|Dividends paid (including tax thereon)||947||0|
|Balance carried to Balance Sheet as retained earnings||21,632||11,141|
2. MANAGEMENT DISCUSSION AND ANALYSIS
I. Industry Structure and Development:
India is an attractive hub for foreign investments in the manufacturing sector. Several mobile phone, luxury and automobile brands, among others, have set up or are looking to establish their manufacturing base in the country.
The manufacturing sector of India has the potential to reach US$ 1 trillion by 2025. The implementation of the Goods and Services Tax (GST) will make India a common market with a GDP of US$ 2.5 trillion along with a population of 1.32 billion people, which will be a big draw for investors. The India Brand and Equity Foundation (IBEF) predicts that India has potential to become a global manufacturing hub and by 2030, it can add more than US$ 500 billion annually to the global economy.
With impetus on developing industrial corridors and smart cities, the Government aims to ensure holistic development of the nation. The corridors would further assist in integrating, monitoring and developing a conducive environment for the industrial development and will promote advanced practices in manufacturing.
Manufacturing has emerged as one of the high growth sectors. Govt. of India launched the Make in India program to place India on the world map as a manufacturing hub and give global recognition to the Indian economy. Government aims to create 100 million new jobs in the sector by end of calendar year 2022.
Indias gross domestic product (GDP) at current prices stood at Rs. 51.23 lakh crore (US$ 694.93 billion) in the third quarter of FY21, as per the provisional estimates of gross domestic product for the first quarter of 2021-22. The manufacturing GVA at current prices was estimated at US$ 77.47 billion in the third quarter of FY22.
As per the survey conducted by the Federation of Indian Chambers of Commerce and Industry (FICCI), capacity utilisation in Indias manufacturing sector stood at 72.0% in the second quarter of FY 2021-22, indicating significant recovery in the sector after the Covid 19 second wave.
According to Department for Promotion of Industry and Internal Trade (DPIIT), cumulative FDI inflows in the manufacturing subsectors amounted to US$ 100.35 billion between April 2020 and June 2021.
Reflecting the cumulative actions taken by the Government to improve business sentiments, India is ranked 63 among 190 economies in the Ease of Doing Business, according to the latest World Bank annual ratings.
II. Segment-wise operational performance:
Air Solutions is the only segment in your Companys operations. The gross revenue of Air Solutions business in the year under review was Rs. 90,992 lakhs as against Rs. 61,773 lakhs in the previous financial year, an impressive growth of over 47%. Your Company continues to focus on local innovation and creating markets "In India; For India; By India".
The profit before tax is Rs. 14,836 lakhs in the year under review as against Rs. 10,778 lakhs in the previous financial year, a significant jump of over 37%.
Your Company demonstrated resilience and made a robust recovery despite encountering severe business disruption caused by multiple waves of the pandemic and the stringent nationwide lockdown that had hit the operations of the Company during the peak selling seasons.
Your Companys products are primarily sold to industries in the automotive, metals, pharmaceutical and textile sectors and these sectors have registered strong growth in the previous quarter.
Indias real GDP is likely to record a growth of 7.5 per cent in financial year 2022-23. Despite the ongoing global unrest, the domestic economy is estimated to be able to maintain its tempo of growth due to appropriate fiscal and monetary policy backed with the implementation rigor to speed up the revival of the economy. If the Russia - Ukraine war ends soon, India will emerge much stronger during financial year 2022-23 going beyond the expected growth trajectory.
IV. Risk and Concerns:
The primary operating risks which could impact the Company relate to slowdown in the automotive, metals, pharmaceutical and textile sectors, exposure to seasonality for some of its businesses, competition from Indian and global players, volatile exchange rates, interest rate fluctuation, credit risks, import dependence, procurement concentration risks, volatile commodity prices risks, changes in tax and other legislations as well as risks arising out of higher input costs. The Company constantly monitors the challenges from amongst the ecosystem comprising competition, industry, product life cycle, raw materials cost etc. and takes steps to maintain and enhance existing competence. The primary threat over and above competitors is the demand supply gap infused due to COVID 19 pandemic, inflationary pressure, supply chain disruption and geo political volatile conditions. Availability of spurious parts and components as well as imports of substandard complete packages at cheap prices to disrupt the fair competition is also an added threat. COVID has also increased the pressure on operational spend reduction for most of small and medium scale industries especially for non-critical component manufacturing. Fluctuating foreign currency rates will have impact on imports.
V. Opportunities and Threats:
A confluence of factors on the global and local fronts, such as geo-political equations between countries, the usage of tariff and non-tariff barriers to address trade imbalances, volatility in crude oil and commodity prices, and the speed with which the spread of COVID-19 would eventually get contained in India, could impact business continuity and consumer confidence. The Company will continue to closely monitor the macro and micro level trends in the global and Indian economy and will take necessary steps to address these challenges.
VI. Material developments in Human Resources / Industrial Relations front, including number of people employed:
With People as a key partner in success, the Company is committed to nurturing an environment of progressive growth with highly Engaged Employees, Engaging Managers and Engaging workplace. Organization is committed towards Deploy Talent as one of the strategic priority that enables employees to live organizations Purpose and Values. Ingersoll Rand defines and continues to focus on providing professional training to employees, while promoting a dialogue-oriented transparent culture, rooted in trust, respect for diversity and equal opportunity. The Company strives to provide fair treatment at workplace, a transparent and equitable compensation system, flexible work timings, and an environment that ensures health and well-being for all our employees, partners & communities. Company is committed to hire, develop and retain the best talent in the industry.
The Company constantly endeavors to adopt the best policies to keep its employees motivated, engaged and aligned to the core values of the Company. The Company undertakes various employee engagement initiatives, fosters a culture of continuous learning and development to create future leaders. The Company measures its employee engagement index through bi-annual pulse survey which is improving year over year as we are committed to execute the action plan.
As on March 31, 2022, the Company had 536 permanent employees on its rolls.
VII. Safety, Health and Environment:
At Ingersoll Rand, we believe all injures and work related disease are preventable and our company takes all proactive steps to achieve the goals of "no work-related injuries" and safe operations. Your Company has established the high level of standard & procedures to ensure safe working conditions for employees/contractors and visitors are trained to follow safe operating behaviors. We also encourage our employees to follow best safety practices during personal activities at home. The management is committed and responsible in complying with all safety norms and takes adequate precautionary measures to prevent workplace related incidents. Since the outbreak of pandemic of COVID 19, we continually educate our employees and contractors to follow COVID safe behaviors and implemented infrastructure enhancements and enhanced processes to ensure safe working. We also encourage our employees by organizing COVID vaccination camps and ensure 100% vaccination of 2 doses & precaution dose.
Your Company is committed for sustainable operations and continues to analyze management of hazardous and non-hazardous wastes and work with a long-term goal of zero land fill operations. Your Company is committed to reduce 60% greenhouse gas (GHG) emission by 2030 as part of this goal several energy conservations projects and energy management practices are implemented. The products developed and launched have higher energy efficiency and uses materials with lower GHG impact compared to previous generation products.
VIII. Technology Innovation:
Your Company has continued to invest in technology innovation to sustain its leadership position and be the pioneer of best-in-class solutions for its customers. This year, your Company has added new products and upgraded existing range to the wide gamut of products and through new models for small to medium-scale industries in the form of CE certification of products and oil free small reciprocating compressors to cater to hospitals in wake of oxygen requirement for hospital industry, filled product gaps in 90kw range to serve the industrial markets. Your Company is also realigning its strategy by introducing products to cater all segments of market.
IX. Disclosure as per Paragraph B (1) (j) under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").*
|Sl. Particulars No.||As on March 31, 2022||As on March 31, 2021||Percentage change|
|1 Return On Equity||21.97%||17.40%||26.30%|
The increase in Return On Equity is mainly due to increase in Net profit as result of higher turnover as compared to previous year
* Disclosure has been given only for such ratios listed in the said SEBI Listing Regulations, which has a difference of equal to or more than 25% as on March 31, 2022 in comparison to the previous financial year ended on March 31,2021.
The Board of Directors at their meeting held on May 30, 2022 have, subject to the approval of the members at the ensuing Annual General Meeting, recommended payment of dividend of Rs.20/- per equity share for the year under review, which if approved by the Members, would involve a cash outflow of Rs.6,313.60 lakhs.
As per Regulation 43A of the SEBI Listing Regulations, the dividend distribution policy of the Company has been disclosed in the Corporate Governance Report and on the website of the Company at www.irco.com
4. TRANSFER TO RESERVES
Pursuant to the provisions of the Act, your Directors do not propose to transfer any amount to general reserves and the full profits for the year under review will be held in Retained Earnings.
5. THE STATE OF COMPANYS AFFAIRS
For the year ending March 31, 2022, your Company has recorded revenues of Rs. 90,992 lakhs from continuing operations which is 47.30% higher compared to that of previous financial year. Our profits after tax for the year ending March 31, 2022 stood at Rs.11,015 lakhs which is 52.20% higher compared to profit after tax of previous financial year.
Our principal sources of liquidity are cash and cash equivalents and the cash flow that we generate from our operations. We continue to be debt-free and maintain sufficient cash to meet our strategic and operational requirements.
Your Companys products are primarily sold to industries in the automotive, metals, pharmaceutical and textile sectors and these sectors have registered strong growth in the previous quarter.
Even amid an unprecedented global crisis, your Company continue to balance success as a business with exemplary governance and responsiveness to the needs of all our stakeholders.
100 Years of Proud Presence
2021 was a year to feel proud of our 100 years journey and various endeavors. Your Company celebrated its 100 years in India with focus on continuous innovation and deployment of advancing technologies across industrial air compressors of various capacities and related services. During this journey, your Company has always focused on understanding the market, providing quality products and being futuristic.
The centennial celebration was full of festivities and also included a spotlight on companys sustainability initiatives with the launch of a Solar Energy Plant. The solar plant in Naroda factory aims to accelerate its sustainability commitment and reducing dependence on conventional energy by about 40% with almost 1,800 solar panels installed at the facility, totaling a capacity of 800 kWp. The project is implemented by Mono PERC panels, boosting the facilities performance ratio by 80% and offsetting its carbon footprint by approximately 1,000 tons a year.
The COVID-19 scenario propelled the Company towards a strong focus on the physical and emotional well-being of its employees throughout the year under review. Several initiatives were undertaken during the year to ensure the health and safety of employees and their families and to contain the impact of the COVID-19 pandemic on them. Various fora to understand and address employee concerns and anxieties in a timely manner attained paramount significance during the multi-faceted ebb and tide of the pandemic across the country. Reskilling of the workforce to deal with the remote working requisites was a focus during the peak of the pandemic in financial year 2021-22.
The Management believes that it has taken into account all the possible impact of known events arising from COVID-19 pandemic in the preparation of standalone financial statements. However, the impact assessment of COVID-19 is a continuous process given the uncertainties associated with its nature and duration. The Company will continue to monitor any material changes to the future economic conditions.
7. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments, which has occurred, affecting the financial position of the Company between the end of the financial year of the Company i.e., March 31,2022 and the date of signing this report.
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS IMPACTING THE GOING CONCERN STATUS
There are no significant and material order(s) passed by any of the Regulators or Courts or Tribunals, which could affect the going concern status of the Company and its future operations.
9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has established an internal control system commensurate with the size, scale, and complexity of its operations. To enhance the standards of controls and governance, the Company has adopted various measures to ensure that robust internal financial controls exist concerning operations, financial reporting, and compliance.
Significant features of the Companys internal control system are:
• A well-established, independent, Internal Audit team operates in line with best-in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.
• The Audit Committee periodically reviews internal audit plans, significant audit findings, and adequacy of internal controls.
• Systematic self-certification of adherence to key internal controls, as part of control self-assurance by process owners, monitors, and reviewers.
• Adherence with a comprehensive information security policy and continuous upgrades of the Companys IT systems for strengthening automated controls.
• Appropriate segregation of duties and usage of technology for continuous controls monitoring and enhanced controls assurance.
During the year, the internal controls were tested and found effective, as a part of the Managements control testing initiative. Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors believe that the Companys Internal Financial Controls were adequate and operating effectively for the financial year ended March 31, 2022.
10. DETAILS OF JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES
Ingersoll-Rand Industrial U.S Inc. is the holding Company and Ingersoll-Rand Inc. is the ultimate holding company of your Company. Your Company does not have any associate, subsidiary or joint venture either in India or anywhere else in the world.
During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. There are no amounts outstanding on account of principal or interest on public deposits as on March 31,2022.
A. STATUTORY AUDIT:
M/s. B S R & Co. LLP, Chartered Accountants (ICAI Registration No. 101248W/W-100022) were appointed as the Statutory Auditors of the Company for a term of 5 years at the 95th Annual General Meeting to hold office till the conclusion of 100th Annual General Meeting of the Company.
The Audit Report issued by M/s. B S R & Co. LLP, Chartered Accountants on the financial statement of the Company for the year ended March 31,2022 is part of the Annual Report. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, during the financial year 2021-22, the Statutory Auditors have not reported any instances of fraud to the Audit Committee or Board under Section 143 (12) of the Act.
The Audit Committee at its meeting held on May 30, 2022 has proposed and the Board of Directors has recommended the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S) as statutory auditors of the Company for a period of five consecutive years, in place of M/S. BSR & Co. LLP, (ICAI Firm Registration No. 101248W/W100022), to hold office from the conclusion of the 100th Annual General Meeting scheduled to be held on August 10, 2022 till the conclusion of the 105th Annual General Meeting to be held in the year 2027. The first year of audit will be of the financial statements for the year ending March 31, 2023.
The Company has received written consent and certificate from M/s. Deloitte Haskins & Sells, Chartered Accountants that the appointment if made, shall be in accordance with the terms as prescribed in the Act and shall be within the limits laid down under the Act.
A resolution seeking the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants forms part of the Notice convening the Annual General Meeting and the same is recommended for your consideration and approval.
B. COST AUDIT:
The Company has maintained adequate records and books of accounts pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed under Section 148 of the Companies Act, 2013 (the Act). The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Ashish Bhavsar & Associates, Cost Accountants, (ICMA Firm Registration No. 000387) as Cost Auditors for conducting the audit of the cost records maintained by the Company for the year ending March 31,2023. The Cost Auditor has confirmed that they are not disqualified pursuant to the provisions of Section 141 of the Act read with Section 139 and 148 of the Act. M/s. Ashish Bhavsar & Associates, being eligible, have provided their consent to act as the Cost Auditors of the Company for the financial year 2022-23. The requisite resolution seeking approval for remuneration proposed to be paid to the Cost Auditors, as approved by the Board of Directors on the recommendation of Audit Committee has been set out in the Notice of the Annual General Meeting of your Company.
C. SECRETARIAL AUDIT:
The Board of Directors of the Company has appointed Mr. Natesh K, Practicing Company Secretary (Certificate of Practice No. 7277), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2021 - 22. The Company has received consent from Mr. Natesh K to act as the auditor for conducting audit of the secretarial records for the financial year ending March 31, 2022.
The Secretarial Audit Report for the financial year ended March 31,2022 pursuant to section 204(1) of the Act and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in the Annexure - D to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Secretarial Compliance Report for the financial year ended March 31, 2022, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A(2) of SEBI Listing Regulations, is set out in Annexure-D1 to this report.
13. SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
14. SHARE CAPITAL
The Company has only one class of share viz. equity share with a face value of Rs.10 each. During the year under review, there is no change in the issued and subscribed capital of your Company. The outstanding capital as on March 31,2022 is Rs.3,156.80 lakhs comprising 31,568,000 equity shares of Rs.10/- each. Share capital audit as per the directives of the Securities and Exchange Board of India is being conducted on a quarterly basis by Parikh & Associates, Company Secretaries. The Audit Reports are placed on the table of the Board Meeting and duly forwarded to the stock exchanges where the equity shares of your Company are listed.
15. ANNUAL RETURN
The Annual Return of the Company for the financial year 2021-22, as required under Section 92(3) read with Section 134(3)(a) of the Act, is available on the website of the Company and can be accessed on the Companys website www.irco.com
16. BOARD MEETINGS
A minimum of four Board Meetings are held each year to review the quarterly financial results and operating performance of the Company. Apart from this, additional Board Meetings were also convened to address specific needs of the Company.
During the current financial year, due to COVID-19 pandemic, all the meetings were held over video conferencing.
The agenda and agenda notes are circulated to all the Directors well in advance, usually a week before the meeting. All the agenda items are backed by agenda notes and relevant supporting papers to ensure adequate information is provided to enable the Directors to have focused discussions at the meeting and take informed decisions. All relevant information as mentioned in Part A of Schedule II of the SEBI Listing Regulations were tabled before the Board.
The details of the meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year 2021-22 are given in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between any two consecutive Board meetings did not exceed 120 days, as prescribed in the Act.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed as per the provisions of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure - A forming part of this report.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company continues to contribute time and financial support to the communities and beneficiaries in and around its areas of operation. This year too, your Company has continued its CSR initiatives to focus on providing education & skill development, healthcare, conservation of environment and community development. These activities are in accordance with Schedule VII of the Act. The Board of Directors and CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company. The CSR policy of your Company is available on the website of the Company at www.irco.com
During the financial year 2021-22, your Company incurred CSR Expenditure of Rs. 233.08 lakhs and the details of the same is set out in Annexure - B forming part of this report.
19. INDEPENDENT DIRECTORS
The Board has an optimum combination of Independent and Non-Independent Directors. In line with the requirements of the SEBI Listing Regulations, half of the Boards strength comprise of Independent Directors. As on March 31,2022, Mr. Sekhar Natarajan, Ms. Jayantika Dave and Ms. Vijaya Sampath are independent directors of the Company.
All new independent directors as and when inducted into the Board are familiarized with the operations and functioning of the Company.
Pursuant to the recommendation of the Nomination and Remuneration Committee, the shareholders at the Annual General Meeting held on September 2, 2021 approved the re-appointment of Mr. Sekhar Natarajan as an independent director for a second term of five years from July 27, 2021.
The Company has received Declarations of Independence as stipulated under Section 149 (7) of the Act and Regulation 25 of SEBI Listing Regulations from each of the Independent Directors confirming that:
• He/she meets the criteria of independence and is not disqualified from being appointed/continuing as Independent Director as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.
• He/she has complied with the Code of Conduct laid down under Schedule IV of the Act.
• In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, he/she has registered himself/herself with the Independent Directors database maintained by the Indian Institute of Corporate Affairs.
• In terms of Regulation 25(8) of SEBI Listing Regulations, he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge their duties, the veracity of which has been assessed by the Board of Directors.
All the independent directors have confirmed that they are not debarred from holding the office of director by virtue of any SEBI order or any other such authority. In the opinion of the Board, the independent directors have high level of integrity and experience and are proficient in their respective fields of expertise and will contribute to the overall growth of the Company.
20. AUDIT COMMITTEE
The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Act and Regulation 18 of SEBI Listing Regulations. The matters relating to the composition, meetings, and functions of the Audit Committee are included in the Corporate Governance Report, forming part of this report. The Board has accepted the Audit Committees recommendations during the year wherever required and hence no disclosure is required under Section 177(8) of the Act with respect to rejection of any recommendations of Audit Committee by Board.
21. DIRECTORS AND KEY MANAGERIAL PERSONNEL A. DIRECTORS:
Mr. Amar Kaul (DIN: 07574081), upon taking up a global role within Ingersoll Rand group as Vice President and General Manager, ITS MEIA and Global High Pressure business, resigned as Managing Director of the Company effective close of business hours on October 14, 2021. He continues to be Chairman of the Board. Based on the recommendations of the Nomination and Remuneration Committee and subject to approval the shareholders of the Company, the Board of Directors approved the resignation of Mr. Amar Kaul from the post of Managing Director and re-designated him as the Non-Executive Director cum Chairman of the Board effective October 15, 2021.
Mr. Amar Kaul retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends the appointment and re-designation of Mr. Amar Kaul as Non-Executive Director.
The brief resume and other relevant details of Mr. Amar Kaul has been provided in the annexure to the Notice of the Annual General Meeting.
B. KEY MANAGERIAL PERSONNEL:
The Board of Directors at their meeting held on September 20, 2021 on the recommendation of the Nomination and Remuneration Committee and subject to the approval of shareholders at the ensuing Annual General Meeting, has appointed Mr. Inder Arora as Manager of the Company under the Act, for a period of 5 years with effect from October 15, 2021 up to October 14, 2026.
The terms and conditions of appointment and remuneration payable to Mr. Inder Arora as approved by the Board shall be subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. An appropriate resolution in regard to appointment of Mr. Inder Arora as Manager under the Act has been set out at item no. 5 of the Notice of the Annual General Meeting. The Board recommends the appointment of Mr. Inder Arora as Manager under the Act.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2022 are
|1. Ms. Preeti Mohanty||Executive Director designated as Chief Financial Officer|
|2. Mr. P. R. Shubhakar||General Manager - Corp. Finance & Company Secretary|
|3. Mr. Inder Arora||Manager under the Act|
22. PARTICULARS OF EMPLOYEES
The statement of Disclosure of Remuneration as required to be disclosed under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is appended as Annexure - C to this report. The information as per Rule 5(2) of the Rules, forms part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, this Report and Financial Statements are being sent to the Members of the Company excluding the statement of particular of employees under Rule 5(2) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.
23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Your Company is committed to conducting its business with the highest standards of ethics, integrity, and transparency across its operations, in compliance with the applicable laws and regulations. In line with a strong commitment to governance and compliance, the Company has instituted a robust Vigil Mechanism framework encompassing various elements and components in an integrated manner.
The Code of Conduct of your Company serves as a guide for daily business interactions, reflecting your Companys standard for appropriate behavior and living corporate values. The Code of Conduct is applicable to all employees of the Company. An Ethics Committee has been constituted to administer this Policy.
The suppliers and vendors of the Company are also required to adhere to Code of Conduct as it is a prerequisite for conducting business with your Company.
The Company has a Whistle Blower Policy in place, which is the mechanism for directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct, violations of legal or regulatory requirements, incorrect or misrepresentation in any financial statements and reports etc. This policy covers reporting of any violation, wrongdoing or non-compliance, including without limitation, those relating to the Code of Conduct, policies and standard procedures of the Company, and any incident involving leak or suspected leak of unpublished price sensitive information (UPSI) or unethical use of UPSI in accordance with (or under) the SEBI (Prohibition of Insider Trading) Regulations, 2015. The policy provides for adequate safeguards against victimization of those who avail the mechanism and also provides for direct access to the Chairman of Audit Committee in exceptional cases. The Audit Committee of the Company oversees the implementation of the Whistle Blower Policy.
Detailed update on the functioning of the Whistle-Blower Policy and compliance with the Code of Conduct has also been provided in the Corporate Governance Report, forming part of this report.
The Whistle Blower Policy can be accessed on the website of the Company at www.irco.com
24. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Company has in place a Nomination and Remuneration Committee in accordance with the requirements of the Act read with the rules made thereunder and Regulation 19 of SEBI Listing Regulations. Your Board has adopted a Remuneration Policy for identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The Policy provides criteria for fixing remuneration of the Directors, KMPs, SMPs as well as other employees of the Company.
The Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s) of the Company based on his/her eligibility, experience and qualifications and such appointment is approved by the Members of the Company at General Meetings. Generally, the Executive Directors and Independent Directors are appointed for a period of five years. The Directors, KMPs and SMPs shall retire as per the applicable provisions of the Act and the policy of the Company. While determining remuneration of the Directors, KMPs, SMPs and other employees, the Nomination and Remuneration Committee ensures that the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate them and such remuneration comprises a balance between fixed and variable pay reflecting performance objectives appropriate to the working of the Company and its goals. Annual increments are also approved by the Nomination and Remuneration Committee. Remuneration to Directors is paid within the limits as prescribed under the Act and the limits as approved by the Members of the Company, from time to time. The remuneration policy of the Company is uploaded on its website at www.irco.com
25. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act, SEBI Listing Regulations and the Remuneration Policy of the Company, your Company conducts a Board Evaluation process for the Board of Directors as a whole, Board Committees and also for the Directors individually by seeking responses/inputs from all the Directors to an assessment questionnaire. A structured questionnaire was prepared after taking into consideration inputs received from the directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance and contributions at the meetings etc.
A separate exercise was carried out to evaluate the performance of individual directors including the Chairperson of the Board, who were evaluated on parameters such as participation and contribution by a director, commitment, including guidance provided to the senior management outside of Board / committee meetings, effective deployment of knowledge and expertise, effective management of relationship with various stakeholders, independence of behaviour and judgment etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson was carried out by the Independent Directors. The evaluation process has been explained in the corporate governance report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee. Further, in a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and its Chairman was evaluated as stipulated under the SEBI Listing Regulations.
26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year under review, your Company has not given any loans or provided any guarantees or made any investments within the meaning of Section 186 of the Act.
27. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in ordinary course of business and on arms length basis in accordance with the provisions of the Act.
Your Company has formulated a policy on Related Party Transactions which has been uploaded on website of the Company at www.irco.com
All transactions with related parties were reviewed and approved by the Independent Directors who are members of the Audit Committee in accordance with the SEBI Listing Regulations and are in accordance with the Policy on Related Party Transactions, formulated and adopted by the Company. Prior omnibus approval of the Independent Directors who are members of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all Related Party Transactions is placed before the Audit Committee for their review on a quarterly basis.
There are no materially significant related party transactions entered into by the Company with its promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note No.35 to the Financial Statements of the Company. The Company in terms of Regulation 23 of the SEBI Listing Regulations submits within stipulated time from the date of publication of its financial results, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges.
Particulars of contracts or arrangements with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure - E in Form AOC-2 and forms part of this report.
28. CORPORATE GOVERNANCE
At the Company, we ensure that we comply with the corporate governance guidelines and best practices, to boost longterm shareholder value and to respect minority rights. The Company considers it an inherent responsibility to disclose timely and accurate information regarding its operations and performance, as well as the leadership and governance of the Company.
Pursuant to Regulation 34 read with Schedule V of SEBI Listing Regulations, a separate report on Corporate Governance along with the compliance certificate from Mr. Natesh K, Company Secretary in practice confirming compliance with the requirements of Corporate Governance is set out in Annexure - F forming part of this report.
29. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as stipulated under Regulation 34 of SEBI Listing Regulations, is set out in Annexure G forming part of this report
30. RISK MANAGEMENT POLICY
Pursuant to the requirement of Regulation 21 of the SEBI Listing Regulations, the Company has constituted a Risk Management Committee (RMC), consisting of Board members and senior executives of the Company. The Audit Committee has additional oversight in the area of financial risks and controls. The Company has in place a Risk Management framework to identify, evaluate business risks and challenges.
31. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company believes that every employee should have the opportunity to work in an environment which is free from any kind of behavior or conduct which could be considered as sexual harassment. The Company is committed to treating every employee with dignity and respect. The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees, consultants, trainees, volunteers, third parties and/or visitors at all business units or functions of the Company are covered by the said policy. An Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
The Company periodically conducts training sessions and workshops for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act. The Company had mandated all employees to undergo online training on Prevention of Sexual Harassment (POSH) and also conducted workshops during the year. The Company has filed Annual Return pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to appropriate authority.
During the year under review, no complaint relating to sexual harassment was received.
32. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations provided to them, your Directors, pursuant to Section 134 (3) (c) of the Act, state:
(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
(b) that appropriate accounting policies have been selected and applied consistently and have 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 as March 31, 2022 and of the profit and loss of the Company for the year ended March 31,2022;
(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the annual accounts have been prepared on a going concern basis;
(e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your Directors take this opportunity to place on record their gratitude and appreciation to all employees of the Company for their whole-hearted efforts as well as their hard work, dedication and collective contribution to the Companys performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers and all other business associates for their continued support to the Company and for the faith reposed in the management.
|For and on behalf of the Board of Directors of Ingersoll-Rand (India) Limited|
|Date : May 30, 2022||Amar Kaul Chairman|
|Place: Dubai||(DIN: 07574081)|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS