To,
The Members,
Integrated Proteins Limited,
Jamnagar
Your directors are pleased to present the 30th Annual Report for the
financial year ended on 31st March 2023.
FINANCIAL RESULTS:
Your Companys performance for the year ended on 31st March, 2023 is summarized as
below:
PARTICULARS |
2022-23 |
2021-22 |
|
(Amount in Rs.) |
(Amount in Rs.) |
| . Revenue from Operations |
16,67,000 |
- |
| . Other Income |
15,61,000. |
15,56,000 |
. Total Revenue (1+2) |
32,32,000 |
15,56,000 |
| . Purchases of Stock in Trade |
14,70,000 |
|
| . Finance Cost |
-- |
-- |
| . Employees Benefits Expense |
30,000 |
1,32,000 |
| . Depreciation & Amortization Exp. |
2,88,000 |
2,88,000 |
| . Other Expenses |
10,25,000 |
6,42,000 |
. Total Expenses |
28,13,000 |
10,63,000 |
0. Profit/(Loss) Before Tax |
4,18,000 |
4,93,000 |
| 1. Tax Expenses - Current Tax |
1,60,000 |
1,76,000 |
| 2. Deferred Tax |
(51,000) |
(47,000) |
| 3. MAT Credit |
-- |
-- |
4. Profit/(Loss) After Tax (PAT) |
3,09,000 |
3,65,000 |
STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:
As the members of the company are aware that the company is engaged in the business of
manufacturing, trading and processing of various oilseeds and that the Company has ceased
its operations in the field of solvent extraction of oil seeds and during the year under
review, company explored one of the objects listed out as the main object of the company
and traded in the agri commodities, the company generated the revenue of Rs 16.67 lakhs
and the combined total revenue(i.e Revenue from Operations plus Other Income i.e. Interest
Income) of the company is Rs 32.32 Lakhs against the total cost of Rs 28.13 Lakhs. Net
profit of the company for the year under review is Rs 3.09 Lakhs.
DECLARATION OF DIVIDEND & TRANSFER TO RESERVES:
To conserve resources for business development and to write off the accumulated losses,
your directors do not recommend any dividend. Moreover, the transferred to the Reserves
during the financial year 2022-23.
CHANGE IN NATURE OF BUSINESS:
As the members of the company are aware that the company is engaged in the business of
manufacturing, trading and processing of various oilseeds and that the Company has ceased
its operations in the field of solvent extraction of oil seeds and during the year under
review, company explored one of the objects listed out as the main object of the company
and traded in the agri commodities.
There have been no significant changes in the nature of the activities during the
financial year other than the changes as mentioned above.
SHARE CAPITAL:
The paid-up Equity Share capital as on March 31st, 2023 was Rs.
3,52,02,000/-. divided in to 32,03,600 Equity Shares. During the year under review, the
Company has not issued any share or any convertible instrument.
FOREIGN INVESTMENT:-
At the 25th Annual General Meeting (AGM) held on 27th September
,2018, members approved the proposal of board to increase the limit of Investment by
Non-Resident Indians (NRIs) to 24% from 10% by passing special resolution. The same has
been duly intimated to Reserve Bank of India, Stock Exchange and NSDL and RoC and the
investment is within the said limits.
DETAILS OF SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:
During the year under review, the company does not have any subsidiaries, joint venture
and associates companies and henceforth does not fall under the purview of Section 129(3)
of the Companies Act, 2013.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS:
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing
Regulations, disclosure on particulars related to loans, advances, guarantees and
investments are provided as a part of financial statements.
The Company has accepted unsecured loan from Mr. Arvind Shah, Managing Director and the
same has been authorized by the Board of Directors and disclosed in the notes accompanying
financial statements. As the said amount does not exceed the aggregate of paid-up capital,
free reserves, shareholders approval is not accorded.
DEPOSITS:
Your Company has not accepted any deposits from public and as such, no amount on
account of principal or interest on public deposits was outstanding as on the date of the
balance sheet.
BOARD COMPOSITION:
Composition of Board of Directors as on 31st March, 2023 is annexed as Annexure
A to this report and forms part of this report.
COMMITTEES OF THE BOARD:
The Companys Board has the following committees: 1. Audit Committee. 2. Nomination and
Remuneration Committee. 3. Shareholders Grievance Committee.
Details of terms of reference of the Committees, Committee membership are provided in Annexure
A of this Annual Report.
DECLARATION OF INDEPENDENCY BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of
the Listing Regulations.
Further, the directors have registered themselves with the databank as maintained by
the IICA and are exempted from the online self-proficiency assessment test as qualifying
for the exemption criteria notified by the MCA.
NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS:
The Board met four times during the financial year 2022-23 on 27/05/2022; 12/08/2022;
10/11/2022; 06/02/2023 The maximum interval between any two meetings did not exceed 120
days.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to the provisions of and Schedule IV of the Companies Act, 2013, separate
meeting of Independent Directors was held on 06th February, 2023, to review the
performance of non-independent directors and the Board as a whole; review the performance
of the Chairperson of the Company, taking into account the views of executive directors
and non- executive directors and to assess the quality, quantity and timeliness of flow of
information between the management and the Board, which is necessary for the Board to
effectively and reasonably perform their duties.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
At the 29th Annual General Meeting (AGM) held on 15th
September,2022, Mr. Vinod P. Mehta was re-appointed as the director.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Arvind K. Shah will retire by rotation at the ensuing
AGM and being eligible, has offered himself for re-appointment.
At the 29th Annual General Meeting of the Members of the Company, Mr. Arvind
K. Shah was reappointed as the Managing Director of the Company for the term of 5
consecutive years. During the year under review Mr. Shah conveyed his intention of
resignation from the post of Managing Director and willingly accepted to continue as the
Non-Executive Director. The change in designation from Managing Director to Non-Executive
Director is effective from 1st April, 2023 and w.e.f from same date Mr. Chintan
Shah was appointed as the Additional Director and MD on the Board, subject to the approval
of members. There are no other changes in the Directors and KMP other than as listed
above.
FORMAL EVALUATION OF BOARD, ITS COMMITTEES:
In line with the Corporate Governance Guidelines of the Company, Annual Performance
Evaluation was conducted for all Board Members as well as the working of the Board and its
Committees. This evaluation was led by the Chairman of the Nomination and Remuneration
Committee with specific focus on the performance and effective functioning of the Board.
Evaluation of the Board was based on criteria such as composition and role of the
Board, Board communication and relationships, functioning of Board Committees, review of
performance and compensation to Executive Directors. Evaluation of Directors was based on
criteria such as participation and contribution in Board and Committee meetings,
understanding of the organizations strategy, risk, and environment, etc. Evaluation of
Committees was based on criteria such as adequate independence of each Committee,
frequency of meetings and time allocated for discussions at meetings, functioning of Board
Committees and effectiveness of its advice/recommendation to the Board, etc. The Board has
also noted areas requiring more focus in the future.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Nomination and Remuneration Committee has framed a policy for selection and
appointment of Directors including determining qualifications and independence of a
Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as
part of its charter and other matters provided under Section 178(3) of the Companies Act,
2013. The policy covering these requirements is provided as Annexure- B to this
report and has been uploaded on the website of the company at www.integratedproteins.com
VIGIL MECHANISM:
As per the provisions of Section 177(9) and (10) of the Companies Act, 2013 and
regulation 22 of the Listing Regulations, a Vigil Mechanism Policy has been adopted by the
Company. Under this policy, your Company encourages its employees/directors to report any
reporting of fraudulent financial or other information to the stakeholders, and any
conduct that results in violation of the Companys code of business conduct, to the
management (on an anonymous basis, if employees so desire). The Vigil Mechanism Policy has
been uploaded on the website of the company at www.integratedproteins.com.
RISK MANAGEMENT:
Our approach to risk management is designed to provide reasonable, but not absolute,
assurance that our assets are safeguarded, the risks facing the business are being
assessed and mitigated and all information that may be required to be disclosed is
reported to the companys senior management including, where appropriate, the Chairman
and Managing Director and Chief Financial Officer, the Audit Committee, and the Board.
The common risks affecting company are regulations, competition, business risk (which
includes legal risk, political risk, and financial risk), technology obsolescence,
long-term investments and expansion of facilities. As a matter of policy, these risks are
assessed and steps as appropriate are taken to mitigate the same.
INFORMATION REQUIRED UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013.
During the year under review, there were no cases filled pursuant to Sexual Harassment
of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013.
EXTRACT OF ANNUAL RETURN:
In terms of the Companies Act, 2013 as amended, the Annual Return is available on https://www.integratedproteins.com/
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors
hereby confirm that: a. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures; b. the Directors have 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 that period; c. the Directors
have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities. d. the
Directors have prepared the annual accounts on a going concern basis; and e. the
Directors, have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating effectively. f. the
Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems and processes are operating effectively.
RELATED PARTY TRANSACTIONS:
There are no such contracts or arrangements with related parties which requires
disclosure under Section 188(1) and applicable rules of the Companies Act, 2013. Further,
the transactions with parties defined as related parties as per AS 18 have been disclosed
in the notes to financial statements.
PARTICULARS OF EMPLOYEES:
There are no employees in the company drawing remuneration of 102 lakhs per annum or
more, and employees employed for part of the year and in receipt of 8.50 lakhs or more
per month, as prescribed in Section 197(12) of the Companies Act, 2013 read with Rule 5(2)
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
SECRETARIAL STANDARDS:
The Company complies with all applicable mandatory secretarial standards issued by the
Institute of Company Secretaries of India.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board of your Company has laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and operating
effectively. Your Company has adopted policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the 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 disclosures.
STATUTORY AUDITOR:
At the 29th Annual General Meeting of the Company held on 15th
September, 2022 , the Members of the Company approved the re-appointment of M/s DGMS and
Co, Chartered Accountants (ICAI FRN: 0112187W) as Statutory auditors of the Company for
the period of 5 years i.e till the conclusion of 34th Annual General Meeting on
such terms and conditions and remuneration as may be decided by the Audit, Committee.
AUDITORS REPORT:
There are no qualifications, reservations or adverse remarks made by M/s D G M S and
Co, Statutory Auditors, in their report for the financial year ended March 31, 2023. The
auditors report is attached herewith and forms part of financial statements.
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory
Auditors have not reported any incident of fraud to the Audit Committee during the year
under review.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed CS Ankita Shah, of Vast and Co. Company Secretaries, LLP, a firm of Company
Secretaries in Practice, to conduct Secretarial Audit of the Company for the FY 2022-23.
The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31,
2023 is attached to this Report.
There are no qualifications, reservations or adverse remarks made by the Secretarial
Auditor in her report.
COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.
INTERNAL AUDITOR:
Pursuant to Section 138 of the Companies Act, 2013 and rules made thereunder, the Board
appointed M/s. Sunny Rohera & Associates, Chartered Accountants, Jamnagar [FRN:
138027W] as an Internal Auditor of the company for the year under review.
CORPORATE GOVERNANCE:
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the company having paid up capital of Rs 10 crores or below and net
worth of Rs 25 Crores or below; are exempted from complying with the provisions of
Corporate Governance as listed in Regulation 27 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Further, Certificate regarding
non-applicability of Corporate Governance requirements from M/s Vast and Co, Company
Secretaries, LLP, Secretarial Auditor of the company is annexed to this report as and
forms part of this report.
ANNUAL SECRETARIAL COMPLIANCE REPORT:
As per Regulation 24(a) of SEBI (Listing Obligations and Disclosure Requirement), 2015,
every listed entity shall submit Annual Secretarial Compliance Report stating compliances
of laws by Practicing Company Secretary. Further SEBI vide its notification dated 9th May
2019 and 14th May, 2019 respectively has clarified that the listed entities claiming
exemption under Regulation 15(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, are not required
to comply with this regulation. Hence, the Company is therefore not required to comply
with this provision.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility) Rules, 2014, every company having net worth of Rs. 500 Crores or
more OR an annual turnover of RS. 1,000 Crores or more OR with a net profit of Rs. 5
Crores or more, is required to constitute a CSR Committee. The Company does not fall in
any above criteria during the year 2022-23 and therefore, it is not required mandatorily
to carry out CSR activities or to constitute CSR Committee under provisions of Section 135
of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT-GO:
The Company has not taken any significant step for conservation of energy during the
year under Report. However, the Board is keen to develop a system for conservation of
energy on continuous base. Further, during the year under review, there was no foreign
earning or expenditure in the Company. There are no significant expenses on technology
absorption during the year under report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments, affecting the financial position
of the Company which occurred between the end of the financial year to which the financial
statements relate and the date of this report.
Details of Significant and Material Orders Passed by the regulators/Courts/Tribunals
Impacting the Going Concern Status and the Companys Operations in Future:
There are no significant and material orders passed by the Regulators/Courts/Tribunals
which would impact the going concern status of the Company and its future operations.
OTHER DISCLOSURES:
1. There has been no instance of any revision in the Boards Report or the financial
statement, hence disclosure under Section 131(1) of the Act.
2. The Company has not issued any shares to any employee, under any specific scheme,
and hence, disclosures under Section 67(3) are not required to be made.
3. The company does not pay any remuneration to any of its directors, and hence
disclosure of ratio of remuneration of each director under section 197(12) is not required
to be made.
4. The Company has not paid any commission to any of its Directors and hence, provision
of disclosure of commission paid to any Director as mentioned in Section 197(14) is not
applicable.
5. The Company has not issued (a) any share with differential voting rights (b) sweat
equity shares (c) shares under any Employee Stock Option Scheme, and hence no disclosures
are required to be made as per the Companies (Share Capital and Debentures) Rules, 2014
6. The Central Government has not prescribed the maintenance of cost records by the
Company under Section 148 (1) of the Companies Act, 2013 for any of its products.
COMPULSORY DEMATERIALIZATION OF SHARES
SEBI disallowed listed companies from accepting request for transfer of securities
which are held in physical form, with effect from April 1, 2019. Thus, all the investors
who are holding shares in physical form, should consider opening a demat account at the
earliest for transfer and othe formalities and to update their KYC details with the RTA of
the Company i.e. Cameo Corporate Service Ltd at investor@cameoindia.com with
Dematerialization of Shares Integrated Proteins Limited as their subject.
ACKNOWLEDGEMENT AND APPRECIATION:
Your directors take this opportunity to thank the customers, shareholders, suppliers,
bankers, financial institutions and Central and State Governments for their consistent
support and encouragement to the Company.
Date: 24/08/2023 |
For and on Behalf of Board of Directors |
|
Integrated Proteins Limited |
Place: Jamnagar |
|
|
|
Sd/- |
|
|
Chintan A. Shah |
Piyush C. Vora |
|
Managing Director |
Director and CFO |
|
[DIN: 00228733] |
[ DIN: 00296074] |
+91-9892691696
