Investment & Precision Castings Ltd Directors Report.

Dear Members,

The Directors have pleasure in presenting their 47

Annual Report and Standalone Audited Financial

Statements for the year ended 31 March, 2022.

1. FINANCAL MATTERS :

(Rs. in Lacs)

No. PARTICULARS 2021-22 2020-21
1 Total Income 13,298.21 10,505.32
2 Profit Before Depreciation & Tax (PBDT) 759.76 723.08
3 Less : Depreciation 736.04 659.01
4 Less : Tax (All) 5.86 16.53
5 Profit After Taxes (PAT) 17.86 47.53

2. STATE OF COMPANYS AFFAIRS :

The total income for the financial year under review was Rs.13,298.21 Lacs as against Rs. 10,505.32 Lacs for the previous year, which is increase by 26.59 % in revenue as compare to previous years. The profit before tax for the financial year under review is Rs.23.72 Lacs, as against Rs.64.06 Lacs for the previous year. The profit after tax for the financial year review was Rs 17.86 Lacs, as against Rs. 47.53 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, 2022.

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. 0.25/- 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 31st March 2022 and of the profit of the Company for that period;

III. 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;

IV. 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.

Mrs. Mamta Devi Raol was appointed as additional Non Executive Independent Director on Board of the Company w.e.f from 12/01/2021 and regularized to Non Executive independent Director at Annual General Meeting held on 04.08.2021 during the year.

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:

l Audit Committee; l Stakeholders Relationship Committee; l Corporate Social Responsibility Committee; l Nomination and Remuneration Committee; l 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 21-22.

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 23.03.2022 and in the subsequent meeting of Nomination and Remuneration Committee and the Board. Most of the suggestions from the Board Evaluation exercise of FY 2021-22 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 31st March 2022, 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:

On recommendation made by Audit Committee, Board Members has accorded their approval to re-appoint P A R K & Co., Chartered Accountant, (Bhavnagar)(FRN:116825W)for another consecutive term of five years at their meeting held on 28th May, 2022 and further Approval of members for Re-appointment of Park & Company, Chartered Accountant, (Bhavnagar), as statutory auditor of the Company for second consecutive term of 5 years is been sought at 47th AGM of the Company.

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, 2022 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. Parmaar Rajani & Associates, Cost Accountants (FRN 000414) as Cost Auditors of the Company for the financial year 2022 23 at a fee of 35,000 (Rupees Thirty Five 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. RISKS 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 & 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 / ABS ORPTION, 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 2021-2022 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 BBB- for long-term and 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 2022-2023.

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. 2.84 Lacs has been credited to the amount available for appropriation for the current Financial Year, 2021-2022.

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.

BY ORDER OF BOARD OF DIRECTORS

FOR INVESTMENT & PRECISION CASTINGS LIMITED

MR. PIYUSH I. TAMBOLI

Chairman & Managing Director DIN : 00146033 Place : Bhavnagar

Date : 28 May, 2022