IP Rings Ltd Directors Report.

Your Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Financial Statements for the year ended March 31, 2019 and theAudito s Report thereon.

FINANCIAL RESULTS 2018-2019 2017-2018
(Rs in Lakhs)
Profit before Finance charges, Depreciation and Tax 2,821.29 2,533.38
Finance charges 741.09 714.94
Depreciation 976.92 804.57
Profit I (Loss) before Tax 1,103.28 1,013.87
Provision for Taxation (Net) 308.59 280.53
Profit I (Loss) after Tax 794.69 733.34
Other Comprehensive Income (7.53) (11.32)
Total Comprehensive Income 787.16 722.02

DIVIDEND

Your Directors recommend a Dividend of Re. 1/- per Equity Share of face value of Rs.10/- each for the year ended March31,2019.

REVIEWOFBUSINESSOPERATIONS

In the year 2018-19, the global automotive industry was passing through one of the most exciting times, which turned out to be a mixed bag for the domestic industry. The domestic industry outperformed the targets in the first two quarters, third quarter being litHe sluggish and the last quarter went into a tailspin on account of various factors and general elections. However, both the automoMe and component players have always had an impeccable record of overcoming chalenges and emerging successful and the Governments support is bound to lift their spirits even further. Your Company started off the year with a high note with the momentum fol owing through from the previous year, having digested the pangs of demonetisation and the partial disruption due to the roM-out of GST and almost continued on that note right through three fourth of the year. Your Company posted a remarkable performance, growing by 2.61% in terms of turnover, over the previous fiscal. Your Company ended the year with a PBT of Rs. 1,103.28 Lakhs while compared to a PBT of Rs. 1013.87 Lakhs recorded in the previous year. Al the manufacturing units of the Company have contributed significantly to the growth of the Company.

FUTURE PROSPECTS

Through the Automotive Mission Plan, the National Electric Mobility Mission Plan (NEMMP) and other initiatives, the government seeks to achieve two objectives-facilitate long-term growth in the industry and reduce emissions and oil dependence. Strong government focus on encouraging automotive industry in the country is an important driving force for India. However, stringent environmental regulations on pollution and carbon emissions are necessitating heavy investments for both automobile and component industry. While the general elections may usher in some demand for passenger vehicles, there wil be challenges like new safety norms and the transition from BS IV to BS VI platform in 2020 that may act as speed breakers. In preparation of the new regulations, manufacturers may also hold back some slewoflaunches. Hence initial part of the calendar year 2019 may see some ctialengesand coukl settle down for an improved performance post elections. The update of new policies covering phase out of older vehicles inck.iding developments on the electric front will keep the sector engaged. Growing demand owing to nse in middle class income and young population may result in de-clogging of new avenues for the industry as a whole. Your Company has the flexibilttyto constantly innovate and adapt to changes in mark.et demand or customer requirements-be it in the operating environment, customer preferences, competition, distribution channel or supply chain. Despite the chalenges ahead, you Company is well set to build a perspective on the growing trends.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, MrYoshio Onodera, retires by rotation and is eligible for reappointment. Mr P M Venkatasubramanian has been re-appointed under Independent category for the second term, for a period of 2 years from April01,2019.

Mr Vikram Vijayaraghavan, Independent Director was appointed as an Additional Director by the Board on May 16, 2019 and he will hold office till this Annual General Meeting. By virtue of Section 149 of the Companies Act, 2013, your DirectOfS are seeking Members approval for appointment of Mr Vikram Vijayaraghavan as an Independent Director for a period of five consecutive years upto May 15, 2024.

The term of Office of Dr Sandhya Shekhar, Independent Director, expires on 29" September 2019 and the Board proposes to re-appoint her for a second term of 5 years from 30.09.2019 to 29.09.2024, subject to Members approval Mr A Venkataramani, Managing Director is being reappointed as the Managing Director of the Company for a further period of three years from 01.11.2019 to 31.10.2022, subject to Members approval. Dr R Natarajan, Independent Director has completed his first term of 5 years on March 31, 2019. He has expressed his intention of not conbnuing for a second term as an Independent Director of the Company due to personal reasons. Your Directors place on record their appreciation for the valuable services rendered by him during his tenure. All the Independent Directors of the Company have affirmed that they meet the criteria for independence as provided in Section 149(6) of the CompaniesAct, 2013. Formal Annual Evaluation of Directors was done as per the requirements of the Companies Act, 2013.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised a policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive albibutes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013. The said policy is posted in the website of the Company.

OTHER POLICIES

In accordance with the requirements of the Companies Act, 2013 and SEBI (LOOR) Regulations, 2015, the Board of Directors of the Company has framed all applicable policies. The above policies where mandated are up-loaded on the Companys website, under the wetrlink httpJlwww.iprings.com.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5)oftheCompaniesAct, 2013, the Board hereby submits its responsibility statement:-: in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as !ogive a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; the Directors had 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; the Directors had prepared the annual accounts on a going concern basis; the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; & the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT POLICY

The Company has an adequate Risk Management Policy commensurating with its size and operations. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting.

CORPORATE GOVERNANCE

A Certificate from the Auditors of the Company regarding compliance of conditions ofCorporate Governance as stipulated under LODR is attached to this report.

Pursuant to Regulations of Chapter IV of the SEBI (listing Obligations and Disdosure Requirements) Regulations, 2015, a separate section on Corporate Governance is induded in the Annual Report. A Management Discussion and Analysis Report forms part of this Directors Report. All the mandatory requirements under the Code of Corporate Governance have been complied with.

AUDITORS

Messrs.MS Krishnaswami & Rajan, Chartered Accountants (Finn Registration No.0015545), were appointed appointed as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 26th Annual General MeetillQ Iii the conclusion of 31st Annual General Meeting.

INTERNALAUDITORS

Mis SK Rand Company LLP, Chartered Accountants {LLP Registration No. AAB-9330) is the Internal Auditor of the Company with effect from April 01. 2017.

COST AUOITORS

In terms of Notification dated 31 December 2014, issued by the Ministry of Corporate Affairs, Cost Audit is applicable to the Company with effectfromApril 01, 2015. Mr AN Raman, Cost Auditor, Chennai is the CostAuditorofthe Company for the year2019-20.

SECRETARIALAUDITORS

Mr R Mukundan, Practicing Company Secretary, Chennai is the Secretarial Auditor of the Company for the year 2019-20. A Secretarial Audit Report from LK &Associates, Practicing Company Secretaries as required under Section 204 of the Companies Act, 2013 for the year 2018-19 is given in theAnnexureforming part of this Report.

EXTRACTS OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies {Management and Administration) Rules, 2014 is given in Form No. MGT-9, forming part of this Report.

RELATED PARTYTRANSACTIONS

All related party transactions that were entered into during the financial year were on arms length basis and were in theordinarycourse of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The details of the transactions with related parties are given in the financial statements.

PARTICULARS OF EMPLOYEES

The disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report. Having regard to the provisions of Section 136(1) read with its relevant provision of the CompaniesAct, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

INTERNAL COMPLAINTS COMMITTEE

Your Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the Workplace to protect women employees and enable them to report sexual harassment at the workplace. An Internal Complaints Committee headed by a woman employee has also been constituted for this purpose. No complaints were received during the year.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility Committee. But the Company was not required to spend any amount towards

CSR.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 (3) of The Companies (Accounts) Rules, 2014 is given in theAnnexure forming part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the financial statements.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the Technical Assistance and also the support extended by Mis Nippon Piston

Ring Co. Ltd., Japan and Mis. India Pistons Limited, Chennai, respectively.

Your Directors also wish to place on record their appreciation of the contribution made by the employees at al levels.

Forand on behatf ofthe Board
Chennai N. Venkataramani (DIN 00001639)
May16,2019 Chairman