Dear Members,
The Directors have pleasure in presenting their 48
Annual Report and Standalone Audited Financial
Statements for the year ended 31 March, 2023.
1. FINANCIAL MATTERS :
(Rs.in Lacs)
No. PARTICULARS |
2022-23 |
2021-22 |
1 Total Income |
17,057.15 |
13,298.21 |
2 Profit Before |
1,514.81 |
759.76 |
| Depreciation & Tax (PBDT) |
|
|
3 Less : Depreciation |
739.26 |
736.04 |
4 Less : Tax (All) |
219.47 |
5.86 |
5 Profit After Taxes |
556.08 |
17.86 |
| (PAT) |
|
|
2. STATE OF COMPANYS AFFAIRS :
The total income for the financial year under review was Rs. 17,057.15 Lacs as
against Rs. 13,298.21 Lacs for the previous year, which is increase by 28.26 % in
revenue as compare to previous years. The profit before tax for the financial year under
review is Rs. 775.55 Lacs, as against Rs. 23.72 Lacs for the previous year. The profit
after tax for the financial year review was Rs 556.08 Lacs, as against Rs. 17.86
Lakhs for the previous year.
There are no material changes and commitments which affect the financial position of
the Company as on the date of this report since March 31, 2023.
There was no change in the nature of the business during the year under review.
3. RESEARCH & DEVELOPMENT:
Product Development and Process Improvements actively continued during the year.
4. WIND POWER PROJECT:
The Companys two Wind Turbine Generators are operating satisfactorily.
5. DIVIDENDS :
The Directors have recommended payment of dividend of Rs. 1/- share for 50,00,000
equity shares of face value of Rs.10 each subject to approval of the members at this
Annual General Meeting.
The Dividend payment is based upon the parameters mentioned in the Dividend
Distribution Policy approved by the Board of Directors of the Company which is in line
with regulation 43 of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 (SEBI LODR Regulations).
6. SHARE CAPITAL OF COMPANY:
There was no change in the share capital during the year review.
7. SUBSIDIARY COMPANY & INFORMATION ABOUT THE FINANCIAL
PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARY:
Company has only one Subsidiary Company I&PCL Vacuum Castings limited.
The summary information on the balance sheet of the subsidiary company is given in this
annual report in Annexure -2 -AOC-1
8. DIRECTORSRESPONSIBILITY STATEMENT :
Your Directors confirm that,
I. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
II. 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 ended 31
March 2023 and of the profit of the Company for that period;
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;
III. The directors have prepared the annual accounts on a going concern basis;
The Board has laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and the
directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
9. DEPOSIT :
The Company has not accepted deposits from the public falling within the ambit of
Section 73 of the Companies Act, 2013. The Company does not have any unclaimed deposits as
of date. Pursuant to the Ministry of Corporate Affairs (MCA) notification amending the
Companies (Acceptance of Deposits) Rules, 2014, the Company has filed with the Registrar
of Companies (ROC) the requisite returns for outstanding receipt of money/loan by the
Company, which is not considered as deposits.
10. DETAILS OF DIRECTORS OR KMP WHO WERE
APPOINTED OR HAVE RESIGNED/RETIRED DURING
THE YEAR.
Mr. Hemant Shah has tendered his resignation form the post of Independent Director of
the Company from November 2022.
Mr. Saurabh Poddar & Mr. Pankaj Bhayani were appointed as additional Non Executive
Independent Director on Board of the Company w.e.f. from November 2022 & February 2023
respectively and proposed for regularization as an Independent Director at Annual General
Meeting scheduled on September 21, 2023.
Mr. Jainam Tamboli appointed as the Executive Director w.e.f. February 2023. Further,
his regularization as a Director & appointment as Director proposed at ensuring AGM.
EVENTS OCCURRING AFTER BALANCE SHEET DATE
CHANGE IN DIRECTORS/KMP:
The Details of appointment/re-appointment of the Director:
Mrs. Vishakha P. Tamboli (DIN 06600319) retires by rotation, as required by the
Companies Act, and she being eligible offers herself for her re-appointment.
Necessary resolutions relating to Directors who are seeking appointment/reappointment
are included in the Notice of Annual General Meeting. The relevant details of the said
Directors are given in the Notes/Annexure to the Notice of the Annual General Meeting.
11. BOARD COMMITTEE & DETAILS OF BOARD
MEETING HELD DURING THE YEAR:
The Company has constituted the following
Committees of the Board of Directors:
• Audit Committee;
• Stakeholders Relationship Committee;
• Corporate Social Responsibility Committee;
• Nomination and Remuneration Committee;
• Internal Complaint Committee The Corporate Governance Report in annexure A
contains the details of the composition of each of the above Committees, their respective
role and responsibilities and details of Board Meeting held during the financial year
22-23.
12. PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES, DIRECTORS AND CHAIRMAN:
The Nomination & Remuneration Committee and the Board have laid down the manner in
which formal annual evaluation of the performance of the Board, committees, individual
directors and the Chairman has to be made. All Directors responded through a structured
questionnaire giving feedback about the performance of the Board, its Committees,
Individual directors and the Chairman.
The Board Performance Evaluation inputs, including areas of improvement, for the
Directors, Board processes and related issues for enhanced Board effectiveness were
discussed in the meeting of the Independent Directors held on 06.02.2023 and in the
subsequent meeting of Nomination and Remuneration Committee and the Board. Most of the
suggestions from the Board Evaluation exercise of FY 2022-23 have been suitably
implemented such as considering qualitative criteria for performance evaluation exercise.
13. POLICY ON DIRECTORS APPOINTMENT AND
REMUNERATION AND OTHER DETAILS & PARTICULARS OF EMPLOYEES AND REMUNERATION.
The Companys policy on Directors Appointment and Remuneration and other matters
provided in Section 178(3) of the Act has been stated in the Corporate Governance Report,
which forms part of the Boards Report.
The statement of particulars of employees pursuant to Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
Annual Report. However, pursuant to proviso to Section 136 (1) of the Companies Act, 2013,
the report and accounts are being sent to members excluding this statement of particulars
of employees. This statement is available for inspection by the Members at registered
office of the Company during business hours on working days up to the date of the ensuing
Annual General Meeting. Further, any member interested in obtaining a copy of this
statement, may write to Company Secretary at investor1@ipcl.in
14. ADEQUACY OF INTERNAL FINANCIAL CONTROL:
The Company has designed and implemented a process driven framework for Internal
Financial Controls ("IFC") within the meaning of the explanation to Section
134(5) (e) of the Companies Act, 2013. For the year ended 31 March 2023, the Board is of
the opinion that the Company has sound IFC commensurate with the nature and size of its
business operations and operating effectively and no material weakness exists. The Company
has a process in place to continuously monitor the same and identify gaps, if any, and
implement new and/or improved controls wherever the effect of such gaps would have a
material effect on the Companys operations.
15. HUMAN RESOURCES :
The year under review saw, progress in people practices, as the Company continued on
its journey of excellence in people management policies and processes, as your company
considers its employees as most valuable assets of the company, and it is known that,
without good employees, even the best of companies, ideas and growth will fail, hence for
continues development of the same, company on frequent intervals organises various
training program for learning latest developments and skills. Improving employees
efficiency and performance has always been top priority for the company, as its the
"human assets" are the prime facie assets of the company, results of which adds
to the valuable goodwill of the company ,as your company is made up of, all skilled and
professionally devoted employees, who work hard always for the company. The Company also
aims to align human resource practices with its business goals. The performance management
system enables a holistic approach to the issue of managing performance and does not limit
to only an appraisal.
16. AUDITORS & AUDITS
1) Statutory Auditors:
Park & Company, Chartered Accountant, (Bhavnagar), a firm of Chartered Accountants
were appointed as the Statutory Auditors of the Company for second term of 5 (five)
consecutive years to hold office from the conclusion of the 47th Annual General Meeting
until the conclusion of the 52nd Annual General Meeting. The Company has received their
eligibility certificate subject to Section 139 and 141 of the Act and Rules made
thereunder. Section 139(1) related to ratification has been done away with vide
notification dated May 07, 2018 issued by the Ministry of Corporate Affairs.
There are no qualifications, reservations or adverse remarks or disclaimers made by
Park & Company, Chartered Accountant, (Bhavnagar) statutory auditors of the company.
2) Secretarial Auditors:
The Board of Directors of the Company have appointed Mr. Alpesh Paliwal of M/s Paliwal
& Co, Practicing Company Secretaries, Ahmedabad, to conduct the Secretarial Audit and
his Report on Companys Secretarial Audit is appended to this Report as Annexure -1
The Secretarial Audit Report for the financial year ended March 31, 2023 contains
observation as given in the Secretarial Audit Report, provided as Annexure -1 to this
report. The observations made in the report are self-explanatory and company has done
necessary filing in regard to the observations mentioned.
3) Cost Auditors:
The Board of Directors of the Company, on recommendation of Audit Committee, appointed
M/s. Borad Sanjay B & Associates, Cost Accountants (FRN 102408) as Cost Auditors of
the Company for the financial year 2023-24 at a fee of Rs. 50,000 (Rupees Fifty Thousand
only) plus applicable taxes and out of pocket expenses subject to the ratification of the
said fees by the members at the ensuing Annual General Meeting pursuant to Section 148 of
the Companies Act.
The cost audit report would be filed with the Central Government within prescribed
timelines.
17. AUDIT COMMITTEE
All details regarding Audit Committee of the Company is in given in Annexure- A
Corporate Governance Report forming part of this report.
18. NOMINATION AND REMUNERATION POLICY OF DIRECTORS :
Terms and Reference including Scope of Nomination and Remuneration Committee and
details of Policy laid down by the Nomination and Remuneration Committee for remuneration
of Directors, Key Managerial Persons (KMP) and other employees and the criteria formulated
by the committee are mentioned in Annexure A- Corporate Governance report as required
under Section 178 of Companies Act, 2013.
The information relating to remuneration of the Directors as required under the
provisions of Section 197(12) of the Act is given in Annexure -5 to this report.
19. RISK MANAGEMENT :
The Management identifies the key risks for the Company, develop and implement the risk
mitigation plan, reviews and monitors the risks and corresponding mitigation plans on a
regular basis and prioritize the risks, if required depending upon the effect on the
business/reputation.
20. PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED :
The Company has disclosed the full particulars of the loans given, investments made or
guarantees given or security provided as required under section 186 of the Companies Act,
2013, Regulation 34(3) and Schedule V of the SEBI LODR Regulations in Note forming part of
the financial statement.
21. RELATED PARTY TRANSACTIONS :
All related party transactions entered into during the year were on arms length basis
and were in the ordinary course of business. There are no materially significant related
party transactions made by the Company with promoters, directors, key managerial personnel
or other designated persons which may have a potential conflict with the interest of the
Company at large. Accordingly, the disclosure of related party transactions in Form AOC-2
is not applicable.
Prior omnibus approval of the Audit Committee is obtained for related party
transactions which are repetitive in nature. The transactions entered into pursuant to the
omnibus approval so granted are reviewed on a quarterly basis by the Audit Committee.
Detailed disclosure on related party transactions as per IND AS-24 containing name of
the related party and details of the transactions entered with such related party have
been provided under Notes to financial statements. Disclosure on related party
transactions on half year basis is also submitted to the stock exchanges.
The policy on related party transactions as approved by the Board is available on the
website of the Company www.ipcl.in
22. CORPORATE SOCIAL RESPONSILIBITY POLICY :
In pursuant to the provisions of section 135 and schedule VII of the Companies Act,
2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on
Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or
Programs to be undertaken by the Company as per CSR Policy for consideration and approval
by the Board of Directors.
All details related to CSR are provided in Annual CSR Report forming part of this
report.
23. SEXUAL HARASSMENT POLICY :
The Company has in place a Zero tolerance Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The company has also formed Internal Complaint Committee.
There were no case reported during the period, neither there is any case pending.
24. VIGIL MECHANISM / WHISTLEBLOWER POLICY :
The Company has established a Vigil Mechanism and Whistle Blower Policy for its
Directors and employees. The said Policy has been communicated to the Directors and
employees of the Company and also posted on the website of the Company.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS :
During the year there were no orders passed by the regulators which affected the going
concern of the Companys operation, present and future.
26. EXTRACT OF ANNUAL RETURN AS PER SECTION 92
(3) OF COMPANIES ACT 2013:
The details forming part of the extract of the Annual Return in form MGT - 9 and MGT- 7
is uploaded under Investor Zone on website of the Company www.ipcl.in.
27. DECLARATION FROM INDEPENDENT DIRECTORS :
The Company has received necessary declaration from each Independent Director of the
Company under section 149(7) of the Companies Act, 2013 that the Independent Director of
the Company meet with the criteria of their Independence laid down in Section 149(6), and
also under the Listing Regulations.
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Companies Act, 2013.
The Independent Directors of the Company have registered themselves with the data bank
maintained by Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of the
Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors)
Rules, 2014, the Independent Directors are required to undertake online proficiency
self-assessment test conducted by the IICA within a period of one (1) year from the date
of inclusion of their names in the data bank. The said online proficiency self-assessment
test is undertaken by the Independent Directors of the Company, as applicable, within the
prescribed timelines.
28. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND BALANCE SHEET
DATE:
There are no material changes and commitments, that would affect financial position of
the Company from the end of the financial year of the Company to which the financial
statements relate and the date of the Boards report
29. CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT,TECHNOLOGY,UPGRADATION/ABSORPTION, FOREIGN EARNINGS AND OUTGO & THE
CHANGE IN THE NATURE OF BUSINESS:
The Companys principle product is "Un machined and Machined, Ferrous and
Non-ferrous alloys Investment Castings". The Government has not classified the said
category of product for giving information relating to the Conservation of Energy,
Research and Development, Technology Up gradation/Absorption, Foreign Earnings and Outgo.
Information as required to be given under Section 134(3)(m) read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is provided in Annexure -4 forming part of this Board
Report.
30. COMPLIANCE WITH SECRETARIAL STANDARDS :
The Company has complied with all the requisite standards, norms and regulations as
issued and notified from time to time by The Institute of Companies Secretaries of India,
and as prescribed by the Central Government.
31. INSIDER TRADING REGULATIONS:
In terms of the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, the Company has formulated a "Code of Conduct
for Prevention of Insider Trading" and "Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information" for regulating,
monitoring and reporting of trading in shares of the Company by the Promoters, Designated
Persons, Key Managerial Personnel, Directors, Employees, Connected Persons and Insiders of
the Company. The said codes are in accordance with the said Regulations and are also
available on the website of the Company.
32. CREDIT RATING :
For the Financial Year 2022-23 under review, The Company has obtained Annual Credit
Rating from CARE Rating Limited, pursuant to an Agreement between CARE Limited and IPCL.
CARE has rated the Company as CARE BBB- for long-term and CARE A3 for short-term [fund
base and non-fund base bank facilities].
33. LISTING WITH STOCK EXCHANGES :
The Company is listed on The Bombay Stock Exchange Ltd. (BSE) since 1976. The company
has paid listing fees to BSE for 2023-24.
34. CORPORATE GOVERNANCE :
The Company is committed to good corporate governance practices. The Report on
Corporate Governance, as stipulated under Listing Regulations, forms an integral part of
this Annual Report and is given as Annexure A.
35. SEGMENT REPORTING :
The company has, in accordance with the Indian Accounting Standard (Ind AS) 108-
Operating Segments, Identified Investment Activity and Power Generation Activities as its
segments.
36. ACCOUNTING FOR TAXES ON INCOME :
Deferred Tax Liability of Rs. 89.40 Lacs has been credited to the amount available for
appropriation for the current Financial Year, 2022-23.
37. MANAGEMENT DISCUSSION & ANALYSIS :
Management Discussion and Analysis Report for the year under review, as required under
Listing Regulations, is enclosed, as part of this report.
38. QUALITY :
Your Company has a dedicated and efficient Quality Assurance ("QA") team is
monitoring product quality. The team also looks after all the audit of various Quality
System related certificates and adheres and implements the requirement of audit conducted
by the auditors of various certificate.
39. INSURANCE :
All the assets of the Company, viz. Buildings, plant and machineries, Stocks, etc. are
adequately insured and the insurance is renewed from time to time as per the due dates
during the year.
40. FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS :
In compliance with the requirements of the Listing Regulations, the Independent
Directors have been familiarized about the Company by the functional heads of various
departments of the Company which includes detailed presentations on the vision and mission
of the Company, its operations, business plans, technologies and also future outlook of
the entire industry.
41. DEPOSITORY SYSTEM :
As the members are aware, the Companys shares are compulsorily tradable in electronic
form.
SEBI LODR Regulations mandate that the transfer, except transmission and transposition,
of securities are to be carried out in dematerialized form only with effect from 1st April
2019. In view of the numerous advantages offered by the Depository system as well as to
avoid frauds, members holding shares in physical mode are advised to avail of the facility
of dematerialization from either of the depositories. Accordingly, any investor desirous
of transferring shares (which are held in physical form) can transfer only after their
shares are dematerialized.
Further in adherence to SEBIs circular to enhance the due-diligence for
dematerialization of the physical shares, the Company has provided the static database of
the shareholders holding shares in physical form to the depositories to augment the
integrity of its existing systems and enable the depositories to validate any
dematerialization request.
42. REPORTING OF FRAUD :
The Auditors of the Company have not reported any instances of fraud committed against
the Company by its officers or employees as specified under Section 143(12) of the
Companies Act, 2013.
43. GENERAL :
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
I. Details relating to deposits covered under
Chapter V of the Companies Act, 2013
II. No significant or material orders were passed by the Regulations or Courts or
Tribunals which impact the going concern status and Companys operations in future
III. Your Directors further state that during the year under review, there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
44. ACKNOWLDGEMENT :
Your Directors wish to place on record their appreciation of the contribution made by
employees at all levels to the continued growth and prosperity of your Company. Your
Directors also wish to place on record their appreciation to the shareholders, dealers,
distributors, consumers, banks and other financial institutions for their continued
support.
Your Directors, take this opportunity, to all, for placing immense faith and consistent
trust, in your company.
+91-9892691696
