To the Members,
Your Directors take pleasure in presenting the Eighty-Seventh Annual Report, including
the Audited Annual Financial Statements of the Company for the Financial Year ended 31st
March, 2023.
Financial Results
( Rs. in lakh)
|
2022-23 |
2021-22 |
| Revenue from Operations |
22256 |
16889 |
| Profit before depreciation, interest & tax |
1832 |
1165 |
| Less: Interest |
203 |
169 |
| Depreciation |
419 |
469 |
|
622 |
638 |
| Profit/(Loss) before Tax |
1210 |
527 |
| Less: Provision for Income Tax - |
|
|
| Current Tax |
205 |
110 |
| Deferred Tax (reversal)/charge |
174 |
2 |
|
379 |
112 |
| Profit/(Loss) after Tax |
831 |
415 |
| Other Comprehensive Income/(Loss) for the year (net of tax) |
(35) |
47 |
| Total Comprehensive Income/(Loss) |
796 |
462 |
Dividend
Your Directors are pleased to recommend a dividend @ 30% (i.e. Rs. 3/- per equity
share) on 23,90,276 equity shares of the face / nominal value of Rs. 10/- each for the
Financial Year ended 31st March, 2023. The dividend, if approved at the forthcoming Annual
General Meeting, shall entail a financial outgo of Rs. 71.71 lakh.
Operations and State of The Companys Affairs
At the last AGM, we had informed you that there was severe disruption in the supply
chain on a global scale which affected most manufacturing industries including your
Company. The situation continued during the year under review and became even more
difficult on account of sharp increase in various input material costs, cost of logistics
and extremely long lead time.
The Ukraine war also added to the difficulties, causing sharp increase in the cost of
all imported raw material and components and uncertain delivery time.
Your Directors are pleased to inform you that despite such difficult conditions, the
Company was successful in maintaining the growth in business and profitability. The
revenue from the operations for the year under review increased to Rs. 222.56 crore as
against Rs. 168.89 crore of the previous year. Profit Before Tax (PBT) for the year under
review also increased to Rs. 12.10 crore as against Rs. 5.27 crore of the previous year.
Future Outlook
Since last quarter of the Financial Year 2022-23, the prices of most of the input
material is showing trend of stabilising and significant improvement has been noticed in
regard to reliability of supply chain infrastructure.
The order intake position of all Divisions of the Company also continues to grow
strongly and we foresee the growth trend to continue in the current year.
The challenge at present is that the Companys existing manufacturing and supply chain
infrastructure is not adequate to meet the rapidly increasing demand. Keeping this in
view, the Company has initiated necessary steps to augment both manufacturing and supply
chain infrastructure.
In Nagpur works of Heavy Engineering Division, a new manufacturing hall is being
constructed with necessary handling facility. Investments are also being made for various
machinery including hydraulic press brake, heavy duty press, CNC plasma flame cutting
machines, MIG and submerged welding machines, Huck bolting machines etc. These machineries
are being added in the fabrication & assembly area, and some additional machines shall
also be added in the machine shop area. In Baidyabati works, various machines are being
upgraded to achieve higher productivity.
In Bauer Division plant at Aurangabad, capacity constraint analysis has been completed
and certain CNC machines including hobbing machine, turning machine, etc. are being added
to meet the growing demand. New halls are also under construction to augment the assembly
capacity. At Aurangabad works, a new initiative, with the support of Bauer, has been taken
to introduce Lean Manufacturing System in all areas of operation to enhance productivity
and better utilisation of resources.
Supply chain infrastructure is critical for any successful operation and the same is
being strengthened and expanded, both for Heavy Engineering Division and Bauer Division.
Your Company is also pleased to inform that the products manufactured by the Building
Material Division of the Company, both developed indigenously and manufactured under
license from Cementos CAPA, are recognised to be of highest quality standard. The Company
till date has been active mainly in retail market and currently there is strong increase
in interest of a number of leading construction companies to use the products manufactured
by your Company for various major projects across the country. The Company is also
increasing the product range of Building Material Division to have a greater access to
both retail and project market.
The Company recognises that in the past, India as a country has never been well
organised in solid waste management and recycling of solid waste. This created increasing
challenges both in regard to environment concerns and also effective utilisation of
resources through recycling.
As a part of Government policy, waste handling and recycling is progressively becoming
an important area of business interest. Your Company has decided to focus in this new
business area, which is expected to grow strongly in the years ahead.
Dissolution of Joint Venture Company
Pursuant to the application made on 30th December, 2020, under Section 248 of the
Companies Act, 2013, for striking off and dissolution of M/s. Mozer Process Technology
Pvt. Ltd., a Joint Venture Company of the Company, a Notice of Striking Off and
Dissolution in Form No. STK-7 was issued by the Registrar of Companies, West Bengal,
intimating the due striking off and dissolution of the said M/s. Mozer Process Technology
Pvt. Ltd. with effect from 27th January, 2022.
Consolidated Financial Statements
Pursuant to the termination of the Joint Venture (JV) Agreement, the Company had with
Allgaier Werke
GmbH, Germany, in connection with its JV Company, Mozer Process Technology Private
Limited (MPTPL), the write off, in the books of the Company, of the entire investment in
the said JV Company and the striking off and dissolution of the said JV Company effected
by the Registrar of Companies, West Bengal, MPTPL has ceased to be a JV Company of the
Company with effect from 30th December, 2020 and therefore, the necessity of preparing
Consolidated Financial Statements of the Company has ceased as the Company, at present,
does not have any subsidiary, associate or JV Company.
Capital Expenditure
The total capital expenditure incurred by the Company during the Financial Year under
review was Rs. 826.66 lakh.
Extract of Annual Return
An extract of the Annual Return as on the Financial Year ended on 31st March, 2023 as
required under Section 134(3) of the Companies Act, 2013, read with Section 92(3) of the
said Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is
set out in Annexure-I, forming part of this Report.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo
All feasible energy conservation methods are being pursued by the Company and
implemented in phases. As required under Section 134(3)(m) of the Companies Act, 2013,
read with the Rule 8(3) of Companies (Accounts) Rules, 2014, particulars regarding
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
are set out in Annexure-II, forming part of this Report.
Related Party Transactions
Your Board has framed a Related Party Transactions Policy which is available on the
Companys website. During the year, the Company had not entered into any contract/
arrangement/ transaction with any related party which could be considered material in
accordance with the Related Party Transactions Policy of the Company.
The reportable related party transactions of the Company during the Financial Year
ended 31st March, 2023 mainly relate to the remuneration / sitting fees drawn by its Key
Managerial Personnel / other Non-Executive Directors, which are duly covered under the
Remuneration Policy of the Company and well within the limits prescribed by law and / or
already duly approved by the Audit Committee/ Nomination & Remuneration Committee /
Board of Directors / Shareholders, as the case may be, as required under law. Further the
Company did not have any subsidiary, associate or JV during the whole of FY 2022-23 and no
other significant/ material related party transactions.
All related party transactions have been entered into in the ordinary course of
business on an arms length basis and are duly approved by the Audit Committee. There are
no significant related party transactions, which have a conflict with the interests of the
Company at large. The related party transactions have been disclosed in Note No. 44 of the
Notes to the Financial Statements for the Financial Year ended 31st March, 2023.
There are no material related party transactions made by the Company with Promoters,
Directors or Key Managerial Personnel, which may have a potential conflict with the
interest of the Company at large. Accordingly, the disclosure of related party
transactions, as required under Section 134(3)(h) of the Companies Act, 2013, read with
Section 188 of the said Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form
AOC-2 is not applicable to the Company.
Details Relating to Remuneration of Directors & Employees
A statement as required under Section 197(12) of the Companies Act, 2013, read with
Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014, relating to details of remuneration of Directors and employees, drawn during the
Financial Year ended 31st March, 2023, is set out in Annexure-III, forming part of this
Report.
Number of Board Meetings
5 (Five) Board meetings of the Company were held during the Financial Year ended 31st
March, 2023. For further details, please refer to the Report on Corporate Governance
forming part of this Annual Report.
Directors Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act, 2013 read with Section 134(5) of
the said Act, the Directors, to the best of their knowledge and belief, confirm that: a)
in the preparation of the annual accounts, the applicable accounting standards have been
followed by the Company, along with proper explanation relating to material departures, if
any; b) appropriate accounting policies have been selected and applied consistently and
such judgments and estimates have been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of
the profit / (loss) of the Company for the year ended on that date; c) proper and
sufficient care has been taken 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 Annual
Accounts have been prepared on a going concern basis; e) the Board had laid down internal
financial controls to be followed by the Company and that such internal financial controls
were adequate and were operating effectively; and f) proper systems to ensure compliance
with the provisions of all applicable laws have been devised and such systems were
adequate and operating effectively.
Directors
Mr. Ratan Lal Gaggar (DIN 00066068), Ms. Nayantara Palchoudhuri (DIN 00581440) &
Mr. Sandipan Chakravortty (DIN 00053550), Independent Directors on the Board, are not
liable to retire by rotation in terms of the provisions of Section 149(13) of the
Companies Act, 2013.
Mr. Sanjoy Saha (DIN 00226685), Non-Executive Non-Independent Director, retired by
rotation at the 86th Annual General Meeting of the shareholders of the Company held on
21st September, 2022 and being eligible, had offered himself for re-appointment and was
duly re-appointed as a Director of the Company, whose period of office shall be liable to
be determined by retirement of Directors by rotation. However, due to personal reasons and
health issues, Mr. Saha resigned from his position with effect from 19th April, 2023. The
Board acknowledges and places on record the invaluable contributions rendered by Mr. Saha
during his tenure as a Director of the Company.
Mr. Indrajit Sen (DIN 00216190), Managing Director, retires by rotation at the ensuing
87th Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.
On 5th July, 2022, the Company received a notice of resignation from the Board of
Directors of the Company from Mrs. (Prof.) Bharati Ray (DIN 06965340), Independent Woman
Director, due to her advanced age and health-related issues. The Board acknowledges and
places on record the invaluable contributions rendered by Mrs. Ray during her tenure as a
Director of the Company. The Board, at its meeting held on 26th July, 2022, in accordance
with the nomination made by the Nomination & Remuneration Committee of the Board,
appointed Ms. Nayantara Palchoudhuri (DIN 00581440) as an Independent Woman Director on
the Board in place of Mrs. (Prof.) Ray, and the said appointment was duly approved by the
shareholders of the Company at their 86th AGM held on 21st September, 2022, by means of a
Special Resolution.
Further, the continuance in office of Mr. Sandipan Chakravortty (DIN 00053550),
Independent Director, in view of the provisions contained in Regulations 17(1A) &
25(2A) of the Securities & Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, was duly approved by the shareholders of the Company by
means of a Special Resolution passed at their 86th Annual General Meeting held on 21st
September, 2022. Regulation 17(1A) of the SEBI (LODR) Regulations mandates that no Company
shall appoint/ re-appoint or continue in office any person, who has attained the age of
seventy-five years, as a non-executive Director on its Board, unless approval is accorded
to by the shareholders by means of a Special Resolution. Mr. Chakravortty was appointed by
the shareholders as an Independent Director in September, 2020, for a period of five years
with effect from 7th February, 2020, by means of an Ordinary Resolution and during the
course of his current term in office, Mr. Chakravortty shall attain the age of 75 years.
Regulation 25(2A) of the SEBI (LODR) Regulations, which came into force with effect from
1st January, 2022, mandates that the appointment or re-appointment of an Independent
Director shall be subject to the approval of the shareholders by means of a Special
Resolution and although it does not specifically apply to past appointments, the Company,
by way of abundant precaution, had decided to seek the shareholders approval for the same
by means of a Special Resolution.
The Company has received, at the first meeting of the Board of Directors held during
the Financial Year 2023-24, the declarations pursuant to Section 149(7) of the Companies
Act, 2013 from Mr. Ratan Lal Gaggar, Mr. Sandipan Chakravortty & Ms. Nayantara
Palchoudhuri, Independent Directors of the Company, to the effect that they meet the
criteria of independence as specified in Section 149(6) of the said Act.
The Board, at its meeting held on 25th May, 2023, in accordance with the nomination
made by the Nomination & Remuneration Committee of the Board, appointed Mr. Rana
Pratap Singh (DIN 10186266) as an Executive Director (Whole-time Director) of the Company
with effect from 1st June,
2023, which shall be subject to the approval of the shareholders of the Company to be
accorded at their ensuing 87th Annual General Meeting (AGM), by means of a Special
Resolution.
The Nomination & Remuneration Committee of the Board has devised and the Board has
duly adopted a Board Diversity Policy dealing with Board composition and appointments,
which is available on the Companys website. The Nomination & Remuneration Committee
nominates new appointees to the Board and the appointments are made by the Board.
The Nomination & Remuneration Committee of the Board has also formulated the
criteria for determining the qualifications, positive attributes and independence of
Independent Directors to be appointed on the Board of the Company.
Remuneration Policy
The Nomination & Remuneration Committee of the Board has devised and the Board has
duly adopted a Remuneration Policy, relating to the remuneration for the Directors, Key
Managerial Personnel and other employees of the Company.
The Remuneration Policy of the Company ensures that the level and composition of
remuneration is reasonable and sufficient to attract, retain and motivate the employees in
order to run the Company successfully. The Policy sets out the guiding principles for
determining the remuneration payable to the Directors, Key Managerial Personnel and other
employees of the Company.
The remuneration payable to the Executive Directors is recommended by the Nomination
& Remuneration Committee based on the guiding principles as set out in the
Remuneration Policy and is subject to the approval of the Board, the shareholders and the
Central Government, wherever applicable.
As regards the Non-Executive Directors, the Board, from time to time, determines the
sitting fee payable for attending each meeting of the Board or Committee thereof within
the overall limits fixed under the Companies Act, 2013 and rules made thereunder. The
Non-Executive Chairman is paid a Commission of upto 2% of the net profits of the Company,
subject to the approval of the Nomination and Remuneration Committee, the Board, the
shareholders and the Central Government, wherever applicable.
The employees of the Company are assigned grades according to their qualifications and
work experience, competencies as well as their roles and responsibilities in the Company.
Individual remuneration is determined within the appropriate grade and is based on various
factors such as job profile, skill sets, seniority, experience and prevailing remuneration
levels for equivalent jobs.
Remuneration of Managing Director
In view of the lockdowns induced by the second wave of the COVID-19 pandemic during the
months of May and June, 2021 and its resultant economic and financial impact on the
Company, Mr. Indrajit Sen, Managing Director of the Company, had taken a decision to
forego / waive off the increase in his remuneration for the months of May and June, 2021
to which he was entitled and had instead drawn the same scale of remuneration for the said
months of May and June, 2021, as had been prevailing earlier. The Nomination &
Remuneration Committee and the Board ratified this decision of Mr. Sen and as the same
required approval of the shareholders under the provisions of Chapter XIII of the
Companies Act, 2013, the shareholders of the Company had duly accorded their approval for
the same at their 86th Annual General Meeting held on 21st September, 2022, by means of a
Special Resolution.
Board Evaluation
The Nomination & Remuneration Committee of the Board has formulated the criteria
for evaluating the performance of the Board and the individual Directors and the same has
been adopted by the Board. The Independent Directors, in their separate meeting, evaluate
the non-independent Directors and the Board as a whole once a year. The Independent
Directors are evaluated individually once a year by the entire Board sans the Independent
Director being evaluated. The various Committees of the Board are evaluated by the Board.
Other Key Managerial Personnel
Mr. Asish Kumar Neogi is the Chief Financial Officer of the Company. Mr. P. R.
Sivasankar is the Company Secretary of the Company.
Auditors Report
The Auditors Report on the Annual Financial Statements for the Financial Year ended
31st March, 2023, is with Unmodified Opinion, i.e. there are no reservations,
qualifications or adverse remarks in the same.
Auditors
In accordance with Section 139 of the Companies Act, 2013, M/s. Ray & Ray (Firm
Registration No. 301072E), Chartered Accountants, of Webel Bhawan, Ground Floor, Block EP
& GP, Bidhan Nagar, Sector V, Salt Lake, Kolkata – 700 091, were appointed as the
Statutory Auditors of the Company at the 81st Annual General Meeting (AGM) of the
shareholders of the Company held on 20th September, 2017, for a period of five years with
effect from the conclusion of the said 81st AGM till the conclusion of the 86th AGM. As
their term came to an end at the conclusion of the 86th AGM, the shareholders of the
Company, at their 86th AGM held on 21st September, 2022, duly re-appointed M/s. Ray &
Ray as the Statutory Auditors of the Company for a second and final consecutive term of
five years with effect from the conclusion of the said 86th AGM till the conclusion of the
91st AGM.
Cost Records and Audit
In terms of the provisions of Section 148(1) of the Companies Act, 2013, read with the
Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost
accounting records relating to all the products manufactured by the Company and
accordingly, such accounts and records are made and maintained by the Company.
Further, in terms of the aforementioned provisions, as the sales turnover of the
Company was in excess of the specified limit of Rs. 100 crores during the Financial Year
ended 31st March, 2021, audit of such cost accounting records relating to all the products
manufactured by the Company was applicable for the Financial Year 2021-22.
Accordingly, M/s. DD & Associates, Cost Accountants in Practice, who were appointed
as the Cost Auditors of the Company to audit the cost accounting records relating to all
the products manufactured by the Company across all its plants for the said Financial Year
2021-22, duly issued their Report, which was filed by the Company with the Ministry of
Corporate Affairs, Government of India. The remuneration paid to the Cost Auditors for the
Financial Year 2021-22 was duly approved by the shareholders at their 86th Annual General
Meeting held on 21st September, 2022.
As the sales turnover of the Company during the Financial Year ended 31st March, 2022
was also in excess of the specified limit of Rs. 100 crores, audit of such cost accounting
records relating to all the products manufactured by the Company was applicable for the
Financial Year 2022-23 and accordingly, M/s. DD & Associates, Cost Accountants in
Practice, were re-appointed as the Cost Auditors of the Company to audit the cost
accounting records relating to all the products manufactured by the Company across all its
plants for the said Financial Year 2022-23. The remuneration proposed to be paid to the
Cost Auditors for the Financial Year 2022-23 shall be placed before the shareholders for
their approval at their ensuing 87th Annual General Meeting.
Audit Committee
The Audit Committee of the Board, as on date, consists of Mr. Ratan Lal Gaggar,
Chairman of the Committee & Independent Director, Mr. Sandipan Chakravortty,
Independent Director and Mr. Indrajit Sen, Managing Director. For further details, please
refer to the Report on Corporate Governance forming part of this Annual Report.
Secretarial Audit Report
The Secretarial Audit Report for the Financial Year ended 31st March, 2023 issued by
Mr. Arup Kumar Roy, Company Secretary in Practice, Secretarial Auditor of the Company, is
annexed to this Report and marked as Annexure IV as required under Section 204 of the
Companies Act, 2013.
There are no reservations, qualifications or adverse remarks in the said Secretarial
Audit Report.
Loans, Guarantees or Investments U/S 186
The Company has not granted any loans to other bodies corporate nor has the Company
given any guarantees or provided any security for loans by other bodies corporate under
Section 186 of the Companies Act, 2013.
The Company invests its surplus fund in Fixed Deposits with banks or in Fixed Maturity
Plans/ debt-oriented mutual funds with Mutual Fund Houses, which are fixed income bearing
debt funds.
The Company had invested Rs. 50 lakh in the equity shares of its Joint Venture Company,
Mozer Process Technology Pvt. Limited (MPTPL). However, pursuant to the termination of the
Joint Venture (JV) Agreement, the Company had with Allgaier Werke GmbH, Germany, the
Company had, during the Financial Year 2020-21, written down/off in its books, the entire
investment of Rs. 50 lakh made by it in the said JV Company and adjusted the same with the
free reserves of the Company. Consequently, MPTPL has ceased to be a JV Company of the
Company with effect from 30th December, 2020. Subsequently, pursuant to the application
made on 30th December, 2020, under Section 248 of the Companies Act, 2013, for striking
off and dissolution of MPTPL, a Notice of Striking Off and Dissolution in Form No. STK-7
was issued by the Registrar of Companies, West Bengal, intimating the due striking off and
dissolution of the said MPTPL with effect from 27th January, 2022.
Risk Management
The Company has a Risk Management Plan in place approved by the Board of Directors.
Internal Financial Controls
In the opinion of the Board, the internal financial controls with reference to the
Financial Statements established by the Board are adequate. During the year, such controls
were tested and no material weakness in the design, operation or implementation thereof
was observed.
Corporate Governance
In compliance with the provisions of the Securities & Exchange Board of India
(Listing Obligations & Disclosure Requirements) Regulations, 2015, relating to
Corporate Governance, the following Reports/ Certificates are attached which form part of
this Annual Report: i) Management Discussions and Analysis Report. ii) Report on Corporate
Governance. iii) Compliance Certificate by CEO/CFO. iv) Declaration from the Managing
Director on compliance of Code of Conduct by the Directors and Senior Management
Personnel. v) Certificate by a Practicing Company Secretary regarding compliance of
conditions of Corporate Governance.
Corporate Social Responsibility
In accordance with the provisions of Section 135 of the Companies Act, 2013, which came
into force with effect from 1st April, 2014, a Corporate Social Responsibility (CSR)
Committee of the Board of Directors of the Company had been constituted on 2nd May, 2014.
The provisions relating to CSR was mandatorily applicable to the Company for the Financial
Years 2014-15 and 2015-16 in accordance with the criteria specified in Section 135(1) of
the Companies Act, 2013 read with Rules 1 & 2 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014. However, the mandatory provisions of the CSR ceased to
be applicable to the Company with effect from the Financial Year 2016-17 till the
Financial Year 2022-23, as the Company did not any longer fulfill any of the three
criteria for determining applicability of the said provisions or because its average net
profits during the preceding three financial years was negative. The said mandatory
provisions relating to CSR would once again become applicable to the Company in the
Financial Year 2023-24.
The CSR Committee currently implements CSR activities and programs which are in the
nature of non-mandatory or non-compulsory CSR. The CSR Committee, as on date, comprises of
Mr. Sanjay Bagaria, Chairman of the Committee, Ms. Nayantara Palchoudhuri, Independent
Director & Mr. Ratan Lal Gaggar, Independent Director, as its members. The CSR
Committee had developed a CSR Policy which had been duly approved by the Board and is
available on the website of the Company. The CSR Committee is responsible for implementing
the CSR Policy of the Company and reporting thereon to the Board.
A brief outline of the Companys CSR policy has been presented below. It is the
Companys policy -a) To direct its CSR Programmes, inter alia, towards achieving one or
more of the following – i) eradicating hunger, poverty and malnutrition, promoting
preventive health care and sanitation; ii) promoting education, including special
education and employment enhancing vocational skills (including apprenticeship training),
especially among children, women, elderly, and the differently abled and livelihood
enhancement projects (including apprenticeship training) among youth; iii) protection of
national heritage, art and culture; iv) contribution to the Prime Ministers National
Relief Fund or any other fund set up by the Central Government/ State Governments for
socio-economic development; v) ensuring environmental sustainability, ecological balance,
protection of flora and fauna, conservation of natural resources and maintaining quality
of soil, air and water; vi) creating livelihoods for people, especially those from
disadvantaged sections of society, in rural and urban India; b) To develop the required
capability and self-reliance of beneficiaries at the grass roots, in the belief that these
are prerequisites for social and economic development; c) To pursue CSR Programmes
primarily in areas that fall within the economic vicinity of the Companys operations to
enable close supervision and ensure maximum development impact d) To carry out CSR
Programmes in relevant local areas to fulfill commitments arising from requests by
government/regulatory authorities; e) To provide equal opportunities to beneficiaries of
the Companys CSR Programmes such as vendors or employees on merit; f) To promote
sustainability in partnership with industry associations, like the Bengal Chamber of
Commerce & Industry, Indian Chamber of Commerce, Confederation of Indian Industry
(CII), Indo-German Chamber of Commerce, etc. of which the Company is a member through
various activities and programmes.
The full CSR Policy of the Company is available at the Companys website and the
web-link for the same is :
https://internationalcombustion.in/wp-content/themes/ic/pdf/CSR_Policy.pdf.
Vigil Mechanism
Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Securities &
Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations,
2015, the Board of Directors of the Company have established a Vigil Mechanism (Whistle
Blower Policy) of the Company for the purpose of enabling the Directors and Employees to
report unethical behaviour, actual or suspected fraud and violation of the Companys Code
of Conduct or ethics policy, and the same has been posted on the website of the Company.
The Audit Committee of the Board is responsible for overseeing/ monitoring the functioning
and implementation of the Vigil Mechanism.
Human Resource Management
The human resource development programmes in various areas are undertaken on an ongoing
basis.
Industrial Relations
Industrial relations during the year under review at all units remained cordial.
Fixed Deposits
The Company did not have any outstanding fixed deposits as on 31st March 2023 or as on
31st March, 2022. The Company did not accept any fixed deposits during the year.
Credit Ratings
In July, 2022, Care Ratings Limited (CARE), newly appointed credit rating agency of the
Company, had assigned the long-term rating of CARE BBB- (pronounced as CARE triple B
minus) [signifying a moderate degree of safety regarding timely servicing of financial
obligations] on the fund-based and non-fund based working capital credit facilities
enjoyed by the Company from its bankers on consortium basis. The outlook on the long term
rating had been stated as Stable. CARE had also assigned the short-term rating of CARE A3
(pronounced as CARE A three) [signifying a moderate degree of safety regarding timely
servicing of financial obligations and carrying higher credit risk as compared to
instruments rated in the two higher categories] on the aforementioned facilities. This
rating assignment by CARE is to be considered as a ratings upgrade vis-a-vis the last
ratings assigned by the erstwhile ratings agency of the Company, viz. ICRA Ltd., in
January, 2022.
In April, 2023, CARE had re-affirmed the rating of CARE BBB- (pronounced as CARE triple
B minus) [signifying a moderate degree of safety regarding timely servicing of financial
obligations] on the long-term credit facilities being enjoyed by the Company from its
bankers and the outlook on the said rating had been stated as Stable. CARE has also
re-affirmed the rating of CARE A3 (pronounced as CARE A three) [signifying a moderate
degree of safety regarding timely servicing of financial obligations and carrying higher
credit risk as compared to instruments rated in the two higher categories] on the
short-term credit facilities being enjoyed by the Company from its bankers.
Quality Certifications
The Quality Management Systems of the Company with respect to its plants at Baidyabati,
Nagpur & Aurangabad and also its Corporate Office at Kolkata, have been certified by
the Indian Register Quality Systems (Accreditation by RvA, the Netherlands) to conform to
the requirements of the Standard ISO 9001:2008.
Registration Under MSMED Act
Your Company is now registered as a medium enterprise under the Micro, Small &
Medium Enterprises Development Act, 2006.
General
No significant or material orders have been passed by the regulators or courts or
tribunals impacting the going concern status of the Company or the Companys operations in
future.
An Internal Complaints Committee as required under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013, had been formed with Mrs.
Swagata Roy, Assistant General Manager – Finance, the senior-most woman employee in
the Company, as its Presiding Officer. No complaints of sexual harassment were received by
the Committee during the year under review.
Acknowledgement
Your Directors take this opportunity to thank all government authorities, banks,
customers, suppliers and shareholders, for the continuous support extended by them to the
Company. Your Directors also place on record their appreciation for the dedication and
commitment of the employees at all levels in achieving and sustaining excellence in all
areas of operations of the Company.
|
For & on behalf of the Board |
| Kolkata |
Sanjay Bagaria |
| 25th May, 2023 |
Chairman |
+91-9892691696
