Dear Members
The Directors have pleasure in presenting the Thirty Second Annual
Report together with the Audited Financial
Statements for the year ended March 31, 2023 and the Auditors
Report thereon.
1. COMPANY PERFORMANCE
Total Revenue of the Company including other income was 32329.56 Lakhs
in the Current Year as against
27,271.49 Lakhs in the previous year. Profit before Tax (PBT) was
238.62 Lakhs as against 1,105.03 Lakhs in the previous year.
2. FINANCIAL RESULTS
| PARTICULAR |
( in Lakhs) |
|
|
2022-23 |
2021-22 |
| Profit before Finance charges, Depreciation and Tax |
2920.39 |
3,541.50 |
| Finance charges |
1086.98 |
1,002.29 |
| Depreciation |
1594.79 |
1,434.18 |
| Profit / (Loss) before Tax |
238.62 |
1,105.03 |
| Provision for Taxation (Net) |
65.02 |
283.55 |
| Profit / (Loss) after Tax |
173.60 |
821.48 |
| Other Comprehensive Income |
(6.87) |
14.75 |
| Profit/(loss) attributable to Equity Share holders |
173.60 |
821.48 |
3. DIVIDEND
In view of the performance during the year under review, your Directors
are pleased to recommend a dividend of Rs. 1.00/- per equity share (@ 10%) of face value
of Rs.10/- each for the year ended 31st March, 2023, subject to approval of shareholders
at the forthcoming Annual General Meeting of the Company.
4. RESERVES
Your Directors have not recommended any transfer to the General Reserve
for the year ended 31st March 2023 and hence the General Reserve remains at Rs. 3015.27
Lakhs.
5. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of your Company for the financial
year 2022-23 are prepared in compliance with applicable provisions of the Companies Act,
2013 read with the Rules issued there under, applicable accounting standards and the
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The consolidated financial statements of your Company take into account the financial
statement prepared by the management of M/s. IPR Eminox Technologies Private Limited, a
Joint Venture Company.
6. DEPOSITS FROM PUBLIC
Your Company has not accepted any deposits from public and as such, no
amount on account of principal or interest are outstanding as at the balance sheet date.
7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
DETAILS OF JOINT VENTURE:
M/s. IPR Eminox Private Limited, a Joint Venture Company with M/s.
Eminox Limited, United Kingdom has achieved a turn-over of Rs. 160.80 Lakhs and earned a
profit / (loss) of Rs. (15.74) Lakhs and Rs. (13.64) Lakhs before and after taxes
respectively for the year 2022-23 as against a turnover of Rs. 6.06 Lakhs and a profit
before and after tax of Rs. (4.87) Lakhs and Rs .(3.74) Lakhs respectively for the
previous year 2021-22.
DETAILS OF SUBSIDIARIES / ASSOCIATE COMPANY:
Your Company is not having any subsidiary and hence the disclosure
regarding the same will not arise.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules, 2014, a statement containing the salient features of
the financial statements of the Companys Joint Venture in Form AOC-1 is attached as Annexure
- I to this report.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
THE INDIAN AUTO INDUSTRY
India is the worlds third-largest Automobile market and the year
2022-2023 saw a robust growth of vehicle sales at 22% over previous year, the vehicle
sales surpassed the pre-covid sales of 2019 for the first time in 2023 and is estimated to
grow to $300 billion by 2026
The Automobile industry produced a total 27.08 Mn vehicles including
Passenger Vehicles, Commercial Vehicles, Three Wheelers, Two Wheelers, and Quadricycles in
April 2022 to March 2023. The Indian Government has demonstrated its commitment to the
industry by introducing PLI scheme and this is expected to drive the industry further
REVIEW OF BUSINESS OPERATIONS
The year 2022-2023 started on a high-note as the Chip related issues
plaguing the auto industry slowly started easing leading to a good demand in both local
and export market and your company achieved a sale turnover of Rs 323 cr vs Rs 272 cr last
year a growth of 20%.
Profitability was under pressure primarily due to Raw material cost
inflation, increasing Manpower cost and a variety of new products were efficiencies are
yet to be established. The Number of new products and new customers augur well for your
company in the near future
OPPORTUNITIES AND THREATS
OPPORTUNITIES:
The Government of India has introduced CAFE 2 norms with tighter CO2
targets with BS6 stage 2 from 2023 and this will necessitate the usage of increasingly
sophisticated coating technologies on Piston Rings. Your companys access to global
technologies through its relationship with NPR of Japan and its locally developed
innovative design solutions augur well for the future.
The new CAFE 2 norms and the BS6 stage 2 standards will also push for
light-weighting as more OEMs will move towards Hybrids, EVs and this will
necessitate near net shaped precision forged components to reduce the weight, noise,
vibrations and improve efficiency. Your companys innovative use of the unique
Orbital Cold Forming technology and Cold coining technology places it in a strong position
to leverage these opportunities.
On Indian and International markets your companys fully
integrated design, engineering and manufacturing capabilities are being leveraged to look
at upcoming EV (Electric Vehicle) projects which are right now in the nascent stage and is
expected to explode in the coming future.
THREATS:
The Russia-Ukraine conflict has added to concerns across all economies
and could affect the auto sales both locally and internationally.US economy is close to
recession with low growth & high inflation and many of our products go to the US
market this remains a cause of concern and finally the interest rates are at all-time high
to curb inflation and this could reflect in a dip in auto sales
SEGMENTWISE /PRODUCT WISE PERFROMANCE
Your company operates in a single segment that is automotive, but the
company has 4 products namely Piston Rings, Forgings, Crank Pin and Tooling. On the
performance, Forgings contribute to 67 % of the sale followed by Piston rings 22 %, Crank
pin 7 % and finally tooling with 1.5 %. The Forgings sales includes both local and export
sales. All the products are supplied either to the OEM directly or to Tier-1 who in turn
supply to the OEM. Your company supplies to all types of vehicles ranging from two
wheelers to Medium and Heavy commercial vehicles and to a Niche and high end vehicles.
OUTLOOK:
The outlook for the next year is positive and your company expects to
grow in line with the market. Your company is constantly working on new products to grow
its topline and is well poised to grow in the upcoming year with business won with top OEM
in India for their upcoming vehicle and with new products in the export market. On the
cost and efficiency front your company continues to launch new products and work on many
continuous improvement projects to improve its cost competitiveness.
RISK AND CONCERNS:
Our risk management procedures consider both external and internal
threats to devise effective mitigation strategies. Risk identification, analysis,
mitigation and monitoring are undertaken periodically by the Management.
The key risk on the sales front are the ongoing geo-political tension,
Recession in the U.S.A and raw material price movement. Your company is actively working
on entering new markets and diversifying its business to mitigate the risk. On raw
material prices, your company is actively working with its suppliers and customers to
reduce the impact.
INTERNAL FINANCIAL CONTROL SYSTEM:
Your company has a strong and well-ingrained internal controls
framework. The internal audit plan is developed in consultation with the operating
management / Statutory Auditors with focus on critical risks that matter and is aligned to
the business objectives of the Company. The Audit Committee meets every quarter and
reviews the key internal / statutory audit findings and the management actions emanating
from internal audit reviews. The Audit and Assurance function reassures the Board about
the adequacy and efficacy of internal controls the risks involved and helps in
anticipating/mitigating emerging and evolving risks.
FINANCIAL PERFORMANCE
| PARTICULARS |
FY 22-23 |
FY 21-22 |
| REVENUE FROM OPERATIONS |
32329.56 |
27271.49 |
| EBITDA (BEFORE EXCEPTIONAL ITEMS) |
2920.39 |
3541.50 |
| PROFIT/(LOSS) AFTER TAX |
173.60 |
821.48 |
| CASH PROFIT |
1768.39 |
2255.66 |
| EARNINGS PER SHARE |
1.37 |
6.48 |
| CASH EPS |
13.95 |
17.79 |
| NET WORTH |
11098.60 |
11185.39 |
| CAPITAL EMPLOYED |
20690.98 |
21990.56 |
| FIXED ASSETS (INCLUDING CAPITAL WORK IN PROGRESS (CWIP) |
15580.39 |
15866.33 |
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Our Company continues to focus on the development of its human
resources to improve its performance. As on 31st Mar2023, the company currently
has approximately 1400 employees including contract labour. IP Rings strives to provide a
conducive work environment that empowers people to excel. The human resource team
implemented several programmes such as Training, learning and development, employee
engagement, performance management and talent retention. The Company prioritises safety,
health and overall wellbeing of all employees including the contract workforce.
DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS, ALONG WITH
DETAILED EXPLANATIONS
| PARTICULARS |
FY 22-23 |
FY 21- 22 |
CHANGE (%) |
SIGNIFICANCE |
| INVENTORY TURNOVER RATIO |
5.74 |
5.45 |
5.4 |
Not Significant |
| CURRENT RATIO |
0.99 |
1.05 |
-5.3 |
Not Significant |
| DEBT EQUITY RATIO |
0.91 |
1.01 |
-9.9 |
The ratio has decreased due to increased
borrowings including new lease agreement entered during the period. |
| RETURN ON INVESTMENT |
0.01 |
0.00 |
13.3 |
|
| DEBT SERVICE COVERAGE RATIO |
0.82 |
1.35 |
-38.9 |
The ratio has decreased due to lower profit during the period. |
| RETURN ON EQUITY RATIO |
0.02 |
0.08 |
-80.4 |
The ratio has decreased due to lower profit during the period. |
| NET CAPITAL TURNOVER RATIO |
(217.74) |
46.08 |
-572.5 |
The ratio has decreased due to negative working capital. |
| NET PROFIT RATIO |
0.01 |
0.03 |
-82.2 |
The ratio has decreased due to drop in contribution. |
| RETURN ON CAPITAL EMPLOYED |
0.06 |
0.09 |
-34.9 |
The ratio has decreased due to lower profit during the
period. |
| TRADE RECEIVABLE TURNOVER |
4.52 |
4.41 |
2.7 |
Not Significant |
| RATIO |
|
|
|
|
9. FINANCIAL PERFORMANCE
Your Company has achieved a turnover for the year 2022-23 of 323.29
Crores which was higher than the previous year turnover of 272.71 Crores and ended the
same with a Profit after Tax of 173.60 lakhs while compared to Profit after tax of 821.48
recorded in the previous year.
10. HUMAN RESOURCE
Health, Safety, Security and environment is a core value of your
Company. The health, safety and security of everyone who works for your Company, is
critical to the success of its business. Employee training is continuing to receive top
priority in the Managements efforts. Systematic training is given at all levels to
improve the knowledge and skill level of all employees.
11. INDUSTRIAL RELATIONS
Industrial relations during the year were cordial during the financial
year.
12. 10 YEAR RECORD
A chart showing 10 years performance is appended forming part of
this Report under the heading "Financial highlights".
13. DIRECTORS & KEY MANAGERIAL PERSONNEL
Shareholders at the 31st Annual General Meeting held on
August 08, 2022 re-appointed Mr. A. Venkataramani as Managing Director for a period of 3
years from July 01, 2022 to June 30, 2025.
Shareholders at the 31st Annual General Meeting held on
August 08, 2022 reappointed Mr. M. Govindarajan as a Whole Time Director of the Company
for a period of 3 years from August 02, 2021 to August 01, 2024. Due to preoccupation, he
resigned as Whole Time Director with effect from May 27,2023 and continues as
Non-Executive Director liable to retire by rotation for which approval of shareholders are
sought in this Annual General Meeting.
Shareholders at the 31st Annual General Meeting held on August 08, 2022
appointed Mr. Ryosuke Hasumi as a Non-Executive Director liable to retire by rotation.
No changes in Directors during the period under review.
During the year, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Company.
Key Managerial Personnel:
As on March 31, 2023, Mr. A. Venkataramani, Managing Director, Mr. M.
Govindarajan, Whole Time Director, Mr. Venkataraman, CFO, Mr. V Anantha Subramanian,
Company Secretary (upto 05.10.2022) and Mr. K Premnatha Company Secretary (w.e.f.
14.11.2022 Upto 22.06.2023) are the Key Managerial Personnel (KMP) of the Company.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no contracts/arrangements/transactions which are not at
arms length basis and there are no material contracts/arrangements/transactions
which are at arms length basis. Accordingly, particulars of contracts or
arrangements with related parties referred to in Section 188(1) along with the
justification for entering into such contract or arrangement in Form AOC-2 is attached as Annexure
- II to this report.
15. AUDITORS AND AUDITORS REPORT
STATUTORY AUDITORS
In terms of Section 139 of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, Members of the Company in 31st
Annual General Meeting held on 08th August, 2022 approved the reappointment of M/s
Krishnaswamy & Rajan, Chartered Accountants (Firm Regn. No.: 01554S) as the Statutory
Auditors of the Company for second term of 5 years i.e. from the conclusion of 31st
Annual General Meeting till the conclusion of 36th Annual General Meeting of
the Company. The Statutory Auditors have confirmed they are not disqualified from
continuing as Auditors of the Company
There are no qualifications, reservations or adverse remarks or
disclaimers made in their audit report. 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.
SECRETARIAL AUDITOR
The Company has appointed Mr. R. Mukundan, Company Secretaries in
Practice to conduct secretarial audit and their Report is appended to this Report as
Annexure-III.
The Secretarial Audit Report for the year does not contain any
qualification, reservations, adverse or disclaimers remark except for delayed in
disclosure of related party transactions on consolidated basis for the half year ended
March 2022 for which Company has taken adequate steps to ensure the timely compliance of
the filings with the Stock Exchange. The Company complies with all applicable secretarial
standards.
COST AUDITOR
Pursuant to section 148 of the Companies Act 2013, the Board of
Directors on the recommendation of Audit Committee appointed M/s. A.N. Raman &
Associates, Cost Accountants in Practice as the Cost Auditors of the Company for the
Financial Year 2023-24 and has recommended their remuneration to the Shareholders for
their ratification at the ensuing Annual General Meeting. M/s. A.N. Raman &
Associates, Cost Accountants have given their consent to act as Cost Auditors and also
certified that they are free from any disqualifications specified under Section 141 of the
Companies Act, 2013. Your Company has maintained cost records which were duly audited in
terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014.
INTERNAL AUDITOR
The Board has engaged M/s. S K R and Company LLP, Chartered
Accountants, as its Internal Auditors. Their scope of work includes review of internal
controls and its adherence, statutory compliances, health, safety and environment
compliance, compliance towards related party transactions and risk assessments.
16. RELATED PARTY TRANSACTIONS
All transactions entered by the Company during the period under review
with Related Parties were in the ordinary course of business and at arms length basis.
The Audit Committee granted prior approval / ratification for the
transactions and the same are being reviewed and approved by the Audit
Committee and the Board of Directors at regular intervals. There were no materially
significant transactions with related parties during the financial year 2022-23 which were
in conflict of interest. The details of the transactions with related parties are given in
Note No. 47 of the financial statements.
17. BOARD OF DIRECTORS & BOARD MEETINGS HELD DURING THE YEAR
During the year, four (4) Board Meetings were convened and held. The
details of meetings are given in the Corporate Governance Report. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013. The
details relating to the same are given in Report on Corporate Governance forming part of
this Board Report.
18. POLICIES
In accordance with the requirements of the Companies Act, 2013, the
Listing Agreement and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company
has framed the required policies and the policies wherever mandated, are uploaded on the
companys website, under the web-link www.iprings.com. The brief list of the links is as
follows: -
| TERMS OF APPOINTMENT OF IDs |
DIRECTORS FAMILIARIZATION PROGRAM |
| https://iprings.com/wpcontent/uploads/2023/05/Format_I
ndependent-Directors-Appointment-letter.pdf |
https://iprings.com/wpcontent/uploads/2023/05/Familiar
ization_Program_for_Independent_Directors.pdf |
| POLICY ON VIGIL MECHANISM / WHISTLE BLOWER POLICY |
CODE OF BUSINESS CONDUCT AND ETHICS |
| https://iprings.com/wp-content/uploads/2023/05/Whistle-
Blower-Policy.pdf |
https://iprings.com/wpcontent/themes/iprings/pdf/Code
_Of_Conduct.pdf |
| ANNUAL REPORTS |
RELATED PARTY TRANSACTION POLICY |
| https://iprings.com/investors/annual-reports/ |
https://iprings.com/wpcontent/uploads/2023/05/Policy-
on-materiality-of-related-party-transactions-and-Policy-
on-dealing-with-related-party-transactions.pdf |
| CSR POLICY |
NOMINATION AND REMUNERATION POLICY |
| https://iprings.com/wpcontent/themes/iprings/pdf/Corpor
ate_Social_Responsibility_Policy.pdf |
https://iprings.com/wpcontent/uploads/2023/05/Nomina
tion-Remuneration-Policy-Board-Diversity.pdf |
| RISK MANAGEMENT POLICY |
GENERAL UPDATES |
| https://iprings.com/wp-content/uploads/2012/10/Risk-
Assessment-Management-Policy.pdf |
https://iprings.com/investors/ |
| DETERMINATION OF MATERIALITY OF EVENTS |
Policy for Determining of Material Subsidiaries |
| https://iprings.com/wp-content/uploads/2023/05/Policy-
for-determining-materiality-of-events.pdf |
https://iprings.com/wpcontent/uploads/2023/02/Policy-
for-determining-of-Material-Subsidiaries.pdf |
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements under Note Number 2A [NON-CURRENT FINANCIAL ASSETS INVESTMENTS]
forming part of Annual Report
20. ANNUAL RETURN
The extract of annual return as required under Section 92(3) of the
Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules,
2014 is available on the website of the Company at
https://iprings.com/wp-content/uploads/2023/07/Form-MGT-7-2021-22.pdf.
21. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015, Independent Directors at their meeting held on 14th February
2023 considered / evaluated the Boards performance, Committees and performance of the
Chairman and other non-independent Directors. The Board has undergone a formal review
which comprised Board effectiveness and allied subjects. The Board also reviewed the
workings of the various committees and sub-committees without participation of the
concerned Directors / Members. The manner in which the evaluation has been carried out is
explained in the Corporate Governance Report.
22. VIGIL MECHANISM
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR)
Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism which
inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company
hereby affirms that no Director / employee have been denied access to the Chairman of the
Audit Committee and that no complaints were received during the year.
23. AUDIT COMMITTEE
The Company has in place an Audit Committee in terms of the
requirements of the Companies Act, 2013 read with the rules made thereunder and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating
to the same are given in Report on Corporate Governance forming part of this Board Report
24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The 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 work place. No complaints were received
from any employee during the year ended 31st March 2023.
25. DIRECTORS RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with the Indian
Accounting Standards (Ind AS), the relevant provisions of the Companies Act, 2013 and the
Rules made thereunder, guidelines issued by SEBI. The financial statements are prepared
under the historical cost convention on accrual basis except for certain financial
instruments that are measured at fair values, and guidelines.
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, with respect to Directors Responsibility statement, the Board of
Directors of the Company confirms-
i. That in the preparation of the annual accounts for the financial
year ended 31st March 2023, the applicable accounting standards had been
followed along with proper explanation relating to material departures.
ii. That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for period under review.
iii. 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;
iv. The Directors had prepared the annual accounts for the year ended
31st March 2023 on a "going concern" basis;
v. The Directors, had laid down an adequate system of internal
financial controls to be followed by the Company and that such internal financial controls
are adequate and were operating effectively and vi. 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.
26. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE
During the year under review there are no application made or any
proceeding pending under the Insolvency and Bankruptcy Code, 2016
27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
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) of the Companies Act, 2013. For the period under review, 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.
28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year to which
the financial statements relate and the date of the report.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under section 134 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014 are set out in Annexure- IV hereto
forming part of this report.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Companys operations in future.
31. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013
Pursuant to Section 197(12) of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of
remuneration of each director to the median employees remuneration and such other
details are set out in Annexure V hereto forming part of this report.
32. PARTICULARS OF EMPLOYEES
The information on top ten employees who were in receipt of
remuneration of not less than Rs.102,00,000/- (Rupees One Crore and Two Lakhs only) during
the financial year or Rs. 8,50,000/- (Rupees Eight Lakh Fifty Thousand only) per month
during any part of the said year as required under Section 197 (12) of the Act read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is provided in the Annexure forming part of the Report. In terms of proviso to Section
136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding
the aforesaid Annexure. The said statement is also open for inspection at the Registered
Office of the Company. Any member interested in obtaining a copy of the same may write to
the Company Secretary.
33. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
director stating that he/she meets the criteria of independence as laid down under Section
149(6), 147(7) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and that there has been no change in the
circumstances affecting their status as an Independent Director during the year. In the
opinion of the Board, the independent directors fulfil the conditions specified in these
regulations and are independent of the management.
Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Companies Act, 2013. Formal Annual Evaluation
of Directors was done as per the requirements of 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).
34. RISK MANAGEMENT POLICY
The Company has an adequate Risk Management Policy commensurate with
its size and operations. The major risks identified by the Company are systematically
addressed through mitigating actions on a continuous basis.
35. DEPOSITORY SYSTEM
As the members are aware, the Companys shares are compulsorily
tradable in electronic form. As on 31st March 2023, 98.68 % of the Companys total
paid up capital representing 1,25,08,436 shares are in dematerialized form.
Pursuant to amendments in SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, with effect from January 24, 2022, requests for effecting
transfer of securities in physical form, shall not be processed by the Company and all
requests for transmission, transposition, issue of duplicate share certificate, claim from
unclaimed suspense account, renewal/exchange of securities certificate, endorsement,
sub-division/split of securities certificate and consolidation of securities
certificates/folios need to be processed only in dematerialized form. In such cases the
Company will issue a letter of confirmation, which needs to be submitted to Depository
Participant(s) to get credit of the securities in dematerialized form.
36. DIRECTORS REMUNERATION
Details of the remuneration paid to the Executive and Non-Executive
Directors of the Company are given in the Corporate Governance Report Section of this
Annual Report.
37. COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
(SS1 and SS2) relating to Meetings of the Board and its Committees which have mandatory
application.
38. DISCLOSURE UNDER ONE TIME SETTLEMENT
During the year under review your Company has not made any one-time
settlement with any of its Banks or Financial Institutions.
39. CORPORATE SOCIAL RESPONSIBILITY [CSR]
Pursuant to Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and its subsequent
amendments, your Company framed a Policy on Corporate Social
Responsibility and an amount of Rs. 12,81,772 was spent towards
Corporate Social Responsibility obligations and the relevant details are provided in Annexure-VI
to this Report.
40. NO CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business being carried out by the
Company.
41. ACKNOWLEDGEMENT
The Directors wish to express their appreciation for the continued
co-operation of the Central and State Governments, Bankers, customers, dealers, suppliers
and share-holders.
Your Directors wish to place on record their appreciation of the
Technical Assistance and also the support extended by M/s Nippon Piston Ring Co. Ltd.,
Japan and M/s. India Pistons Limited, Chennai, respectively.
Your Directors also wish to place on record their appreciation of the
contribution made by the employees at all levels.
| For and on behalf of the Board |
For and on behalf of the Board |
| M. Govindarajan |
A. Venkataramani |
| (DIN 09264840) |
(DIN 00277816) |
| Whole Time Director |
Managing Director |
| Chennai |
Chennai |
| May 26, 2023 |
May 26, 2023 |
+91-9892691696
