Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Directors Report of I P Rings Ltd.

Mar 31, 2025

Your Board of Directors hereby present to you the Thirty - Fourth Annual Report covering the operational and
financial performance together with the accounts for the year ended March 31, 2025 and other prescribed particulars.

1. COMPANY PERFORMANCE

Total Revenue of the Company including other income was ^ 30, 604.18 Lakhs in the Current Year as against
^ 31,925.43 Lakhs in the previous year. Loss before Tax (PBT) was ^ 319.79 Lakhs as against ^ 273.14 Lakhs
in the previous year.

2. FINANCIAL RESULTS

(Rs. In Lakhs)

PARTICULARS	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Profit before Finance charges, Depreciation and Tax	2,483.91	2,555.21	2485.93	2555.21
Finance charges	1,172.56	1,148.05	1,172.56	1148.05
Depreciation	1,761.37	1,686.47	1,761.37	1686.47
Profit / (Loss) before Tax	(450.02)	(279.31)	(572.83)	(329.09)
Provision for Taxation (Net)	(130.23)	(6.17)	(130.23)	(6.17)
Profit / (Loss) after Tax	(319.79)	(273.14)	(442.60)	(322.92)
Other Comprehensive Income	(24.41)	(39.29)	(24.41)	(39.29)
Profit/(loss) attributable to Equity Share holders	(319.79)	(273.14)	(442.60)	(322.92)

3. DIVIDEND

In view of the performance during the year under review, your Directors do not recommend any dividend for
the year.

4. RESERVES

Your Directors have not recommended any transfer to the General Reserve for the year ended March 31, 2025
and hence the General Reserve remains at Rs. 3,015.27 Lakhs.

5. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2024-25 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 has taken into account the financial
statement of the following companies;

1. M/s. IP Rings Limited, Parent Company

2. M/s. IPR Eminox Technologies Private Limited, a Joint Venture Company.

3. M/s. IPR North America Inc. (Wholly owned subsidiary)

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.1,243.43 Lakhs and earned a loss of Rs. (249.66) Lakhs and Rs. (249.66) Lakhs
before and after taxes respectively for the year 2024-25 as against a turnover of Rs. 459.83 Lakhs and a loss
before and after tax of Rs. (133.60) Lakhs and Rs. (99.60) Lakhs respectively for the previous year 2023-24.

DETAILS OF SUBSIDIARIES / ASSOCIATE COMPANY:

M/s IPR North America Inc. is a Wholly owned subsidiary of the Company. The Subsidiary Company is yet to
start its operations.

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 Company''s Joint Venture in
Form AOC- 1 is attached as Annexure - I to this report.

There were no companies that have ceased to be Subsidiaries, joint ventures or associate company during the
year.

8. FINANCIAL PERFORMANCE

Your Company has achieved a turnover for the year of INR 30,338 Lakhs in 2024-25 which was lesser than the
previous year turnover of Rs. 31,671.88 lakhs and ended the with a Loss after Tax of Rs. (319.79) lakhs while
compared to loss after tax of Rs. (273.14) lakhs recorded in the previous year.

9. HUMAN RESOURCE

Health, Safety, Security and Environment are the core values 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 Management''s efforts. Systematic training is given at all levels to improve the
knowledge and skill level of all employees.

10. INDUSTRIAL RELATIONS

Industrial relations during the year were cordial during the financial year.

11. 10 YEAR RECORD

A chart showing 10 yearsâ performance is appended forming part of this Report under the heading âFinancial
highlightsâ.

The Board of the Company as on March 31, 2025 Comprised of the following Directors;

S. No.	Name of the Director	Designation	DIN
1.	Mr. A. Venkataramani	Managing Director	00277816
2.	Mr. Navin Paul	Independent Director	00424944
3.	Mr. Vikram Vijayaraghavan	Independent Director	01944894
4.	Ms. Anandi Iyer	Independent Director	03615357
5.	Mr. Ryosuke Hasumi	Non-Executive Director	09368134
6.	Mr. Muthalagu Govindarajan	Non-Executive Director	09264840

During the period under review, the following changes took place in the composition of the Board;

1. Mr. Vikram Vijayaraghavan was re-appointed as an Independent Director of the Company for a Second
term of Five Consecutive years from May 27, 2024 to May 26, 2029.

2. Mr. M. Govindarajan was re-appointed as a Non-Executive Director of the Company for a period of two
years from August 02, 2024 to August 01, 2026.

3. Dr. Sandhya Shekhar (DIN: 06986369), ceased to be an Independent Director of the Company pursuant to
completion of her second term of 5 (Five) consecutive years with effect from the close of business hours
on September 30, 2024.

4. Ms. Anandi Iyer was appointed as an Independent Director of the Company for First term of Five
Consecutive years from October 01, 2024 to September 30, 2029.

5. Mr. Navin Paul was re-appointed as an Independent Director of the Company for a Second term of Five
Consecutive years from November 07, 2024 to November 06, 2029.

Further, the Board at their meeting held on May 29, 2025, based on the recommendation of Nomination and
Remuneration Committee, had re-appointed Mr. A. Venkataramani as the Managing Director of the Company
for a period of three years with effect from with effect from July 01, 2025 to June 30, 2028. The approval of
the shareholders of the Company is being sought at the ensuing Annual General Meeting for the proposed
re-appointment.

Mr. Muthalagu Govindarajan (DIN: 09264840) retires by rotation at the ensuing 34^th AGM, being eligible,
he offers himself for re-appointment. The proposal for re-appointment of Mr. Muthalagu Govindarajan
(DIN: 09264840) as a Director is included in the notice convening the 34^th AGM

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.

All the Directors have affirmed compliance with the Code of Conduct of the Company. The Independent
Directors have further affirmed that they satisfy the criteria laid down under section 149(6) of the Act and
Regulation 25 and other applicable regulations of SEBI LODR as amended from time to time. Further, in terms
of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered
themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA) and have qualified.

Mr. A. Venkataramani (Managing Director), Mr. R. Janakiraman (Chief Financial Officer) and
Mr. M. Sathyanarayanan (Company Secretary), are the Key Managerial Personnel of the Company as on
March 31, 2025.

During the period under review, the following changes took place;

1. Mr. Amarnath Tripathy resigned as a Company Secretary with effect from June 30, 2024.

2. Mr. M. Sathyanarayanan was appointed as a Company Secretary with effect from July 01, 2024.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts/arrangements/transactions which are not at arm''s length basis and there are no
material contracts/arrangements/transactions which are at arm''s 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.

14. 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 31^st Annual General Meeting held on August 08, 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 31^st Annual General Meeting till the
conclusion of 36^th 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 for
the Financial year 2024-2025 and their certificate 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. The Company complies with all applicable secretarial standards.

In terms of SEBI Circular No SEBI/LAD-NRO/GN/2024/218, dated December 12, 2024, read with regulation
24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Directors of the Company
at their meeting held on May 29, 2025, have recommended the appointment of Mr. R. Mukundan, Practicing
Company Secretary, as a Secretarial Auditor of the Company for a period of 5 years from the conclusion of this
Annual General Meeting till the conclusion of the 39^th Annual General Meeting to be held in the year 2030.

The proposal for appointment Mr. R. Mukundan as a Secretarial Auditors of the Company is included in the
notice convening the 34^th AGM.

COST AUDITOR

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.

15. 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 arm''s 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 2024-25 which were in conflict of interest. The details of the transactions with related parties
are given in Note No. 45 of the financial statements.

16. BOARD OF DIRECTORS & BOARD MEETINGS HELD DURING THE YEAR

During the year, five (5) 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 and SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015. The details relating to the same are given in Report on Corporate Governance forming
part of this Board Report.

17. 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 have framed the required policies and the policies
wherever mandated, are uploaded on the company''s website, under the web-link www.iprings.com. The brief
list of the links is as follows: -

Terms of appointment of ids	https://iprinps.com/wp-content/uploads/2023/05/Format Independent-Directors-Appointment-letter.pdf
Policy on vigil mechanism / whistle blower policy	https://iprinps.com/wp-content/nploads/2023/05/Whistle-Rlower-Policy.pdf
Annual reports	https://iprings.com/investors/annnal-reports/
Csr policy	https://iprinps.com/wp-content/themes/iprinps/pdf/Corporate Social Responsibility Policy.pdf
Risk management policy	https://iprinps.com/wp-content/nploads/2012/10/Risk-Assessment-Manapement-Policy.pdf

Determination of materiality of events	https://iprinps.com/wp-content/uploads/2023/05/Policy-for-determininp-materiality-of-events.pdf
Determination of materiality of events
Directors familiarization	https://iprinps.com/wp-content/nploads/2023/05/Familiarization Program for Independent Directors.pdf
program
Code of business conduct and	https://iprings.com/wp-content/themes/iprings/pdf/Code Of Conduct.pdf
ethics
Related party transaction policy	https://iprinps.com/wp-content/nploads/2023/0.5/Policy-on-materiality-of-related-party-transactions-and-
Related party transaction policy	Policy-on-dealing-with-related-party-transactions.pdf
Nomination and remuneration	https://iprinps.com/wp-content/uploads/2023/0.5/Nomination-Remuneration-Policy-Board-Diversity.pdf
policy
General updates	https://iprings.com/investors/
Policy for determining of material subsidiaries	https://iprinps.com/wp-content/nploads/2023/02/Policy-for-determininp-of-Material-Snbsidiaries.pdf
Policy for determining of material subsidiaries

18. 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.

19. 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:
www.iprings.com

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Independent
Directors at their meeting held on February 12, 2025 considered / evaluated the Board''s 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 Directors / Members concerned.
The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

21. 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.

22. 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

23. 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
workplace. No complaints were received from any employee during the year ended March 31, 2025.

24. 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 Directorsâ
Responsibility statement, the Board of Directors of the Company confirms-

i. That in the preparation of the annual accounts for the financial year ended March 31, 2025, 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 loss 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 March 31, 2025 on a âgoing concernâ
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.

25. 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

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls
(âIFCâ) 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 Companyâs operations.

27. 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.

28. 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.

29. 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 Company''s operations in future.

30. 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 employeeâs
remuneration and such other details are set out in Annexure - V hereto forming part of this report.

31. PARTICULARS OF EMPLOYEES

There are no 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.

32. 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) 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. In the opinion of the Board, the Independent Directors possess the
requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of
the Company.

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).

33. 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.

34. DEPOSITORY SYSTEM

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on
March 31, 2025, 98.80 % of the Company''s total paid up capital representing 1,25,23,350 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.

35. DIRECTORS REMUNERATION

Details of the remuneration paid to the Executive and Non-Executive Directors of the Company are given in the
Corporate Governance Section of this Annual Report.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (SS-1 and SS-2) relating to Meetings of the Board, its
Committees and General Meeting(s) respectively which have mandatory application.

37. 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.

38. 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. Since, the Turnover, Net worth or Net profit during the immediately preceding financial
year, does not exceed the threshold prescribed under section 135 of the Companies Act, 2013, the Company is
not required to spend towards CSR for the Financial year 2024-2025.

39. NO CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business being carried out by the Company.

40. 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 of Directors

M. Govindarajan A. Venkataramani

(DIN 09264840) (DIN 00277816)

Director Managing Director

Chennai Chennai

May 29, 2025 May 29, 2025

Mar 31, 2024

Your Board of Directors hereby present to you the Thirty - Third Annual Report covering the operational and financial performance together with the accounts for the year ended March 31, 2024 and other prescribed particulars:

1. COMPANY PERFORMANCE

Total Revenue of the Company including other income was Rs. 31,671.88 Lakhs in the Current Year as against Rs. 32329.56 Lakhs in the previous year. Profit before Tax (PBT) was Rs. 2,555.21 Lakhs as against Rs. 2,920.39 Lakhs in the previous year.

2. FINANCIAL RESULTS

(Rs. In Lakhs)

	Standalone		Consolidated
PARTICULAR	2023-24	2022-23	2023-24	2022-23
Profit before Finance charges, Depreciation and Tax	2,555.21	2920.39	2555.21	2920.29
Finance charges	1,148.05	1086.98	1148.05	1086.98
Depreciation	1,686.47	1594.79	1686.47	1594.79
Profit / (Loss) before Tax	(279.31)	238.62	(329.09)	231.80
Provision for Taxation (Net)	(6.17)	65.02	(6.17)	65.02
Profit / (Loss) after Tax	(273.14)	173.60	(322.92)	166.78
Other Comprehensive Income	(39.29)	(6.87)	(39.29)	(6.87)
Profit/(loss) attributable to Equity Share holders	(273.14)	173.60	(322.92)	166.78

3. DIVIDEND

In view of the performance during the year under review, your Directors do not recommend any dividend for the year under review.

4. RESERVES

Your Directors have not recommended any transfer to the General Reserve for the year ended March 31, 2024 and hence the General Reserve remains at Rs. 3,015.27 Lakhs.

5. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the financial year 2023-24 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 turnover of Rs. 459.83 Lakhs and earned a (loss) of Rs. (133.60) Lakhs and Rs. (99.60) Lakhs before and after taxes respectively for the year 2023-24 as against a turnover of Rs. 160.80 Lakhs and a profit before and after tax of Rs. (15.74) Lakhs and Rs. (13.64) Lakhs respectively for the previous year 2022-23.

DETAILS OF SUBSIDIARIES / ASSOCIATE COMPANY:

Your Company does not have any subsidiary and hence the disclosure regarding the same does 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 Company''s Joint Venture in Form AOC-1 is attached as Annexure-1 to this report.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

GLOBALECONOMY

The Global Economy is estimated to have grown by 3.2%. This growth is better than expected in spite of geopolitical issues threatening to thwart this growth. The global economy grew progressively during the year in spite of the stringent monetary measures taken by the Central Banks of most countries due to warnings of recession and impact on account of climate related challenges. Global trade was muffled with increased trade restrictions and lower consumption arising from tight financial conditions. Emerging economies performed better than the developed countries. There was a gradual reduction in inflation in both developed and emerging economies prompting Central Banks to pause interest rate hikes, though inflation is still more than the target in most economies. Geo political issues continued causing disturbance to the world with the continuing Ukraine war, tensions in West Asia and disturbances to commercial shipping in the Red Sea.

International Monetary Fund (IMF) estimates show that the growth in 2024 would be similar to 2023. Inflation is expected to reduce gradually. However, geopolitical disturbance could affect the inflationary trajectory and consequently delay policy easing by Central Banks.

THE INDIAN ECONOMY

The Indian Economy grew during the FY 2023-24 on the back of domestic demand coupled with better performance of manufacturing and construction industry. The economy was resilient in spite of tighter monetary policy and global headwinds and has emerged as the fastest growing economy and has witnessed a growth of 7.8% in FY24. Demographic dividend, improved financial access and investment in financial and digital assets were the major factor that has played a pivotal role in this growth.

The Indian economy is poised to grow at a pace similar to the previous FY23 and retain the tag of fastest growing major economy on the back of enhanced domestic demand along with Government investment in infrastructure projects and timely execution of policy reforms.

REVIEW OF BUSINESS OPERATIONS

The year 2023-2024 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 317 crores vs Rs 323 crores last year and growth was reduced by 2%.

Profitability was under pressure primarily due to Raw material cost inflation, increasing Manpower cost and a variety of new products where 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 automotive industry in India is set to grow significantly due to various factors like increase in disposable income, affordable and convenient financing options coupled with improving road infrastructure. The increasing adoption of electric vehicles in a bid to move towards a greener economy is establishing the nation as a prominent global automotive center. The emerging trends and growing focus of automakers on integrating cutting-edge technologies in auto components manufacturing has opened up investment opportunities in the India auto sector

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 alltime high to curb inflation and this could reflect in a dip in auto sales.

SEGMENTWISE /PRODUCT WISE PERFORMANCE

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 70% of the sale followed by Piston rings 20 %, Crank pin 8 % and finally tooling with 2%. 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 them 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 Indian automobile industry is poised to grow by 5-6% across segments with enhanced infrastructure spending. 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.

RISKANDCONCERNS:

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 risks confronting the industry are supply chain disruptions, increasing energy prices, shortages of skilled labour, growing expectations of the customers. Your company is actively working on entering new markets and diversifying its business to mitigate the risk and also supply quality products to its customers. 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.

fRs. In Lakhsl

PARTICULARS	FY 23-24	FY 22-23
REVENUE FROM OPERATIONS	31,671.88	32329.56
EBITDA(BEFORE EXCEPTIONAL ITEMS)	2,555.21	2920.39
PROFIT/(LOSS) AFTER TAX	(273.14)	173.60
CASH PROFIT	1,413.33	1768.39
EARNINGS PER SHARE	(2.15)	1.37
CASH EPS	11.15	13.95
NET WORTH	10.659.41	11098.60
CAPITAL EMPLOYED	18,986.09	20690.98
FIXED ASSETS (INCLUDING CAPITAL WORK-IN-PROGRESS (CWIP)	14,800.44	15580.39

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Our Company continues to focus on the development of its human resources to improve its performance. As on March 31,2024 the company currently has approximately 441 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 prioritizes safety, health and overall well being of all employees including the contract workforce.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED FXPI ANATIONS

PARTICULARS	FY 23-24	FY 22-23	CHANGE	(%) SIGNIFICANCE
Inventory Turnover Ratio	5.35	5.74	(6.9)	The ratio has decreased due to lower sales
Current Ratio	0.95	0.99	(4.5)	Not Significant
Debt Equity Ratio	0.82	0.91	(10.2)	The ratio has decreased due to decreased borrowings
Return on Investment	0.01	0.01	(22.3)	The ratio has decreased due to lower profit during the period.
Debt Service Coverage Ratio	0.68	0.82	(17.0)	The ratio has decreased due to lower profit during the period.
Return on Equity Ratio	(0.03)	0.02	(250.0)	The ratio has decreased due to lower profit during the period.
Net Capital Turnover Ratio	(36.49)	(217.74)	(83.2)	The ratio has decreased due to negative working capital.
Net Profit Ratio	(0.01)	0.01	(260.6)	The ratio has decreased due to drop in contribution.
Return On Capital Employed	0.04	0.06	(31.8)	The ratio has decreased due to lower profit during the period.
Trade Receivable Turnover Ratio	4.14	4.52	(8.3)	Not Significant

9. FINANCIAL PERFORMANCE

Your Company has achieved a turnover for the year 2023-24 of INR 31,671.88 Lakhs which was lesser than the previous year turnover of Rs. 32,329.56 lakhs and ended the same with a Loss after Tax of Rs. (273.14) lakhs while compared to Profit after tax of Rs. 173.60 lakhs recorded in the previous year.

10. HUMAN RESOURCE

Health, Safety, Security and environment are the core values 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 Management''s efforts. Systematic training is given at all levels to improve the knowledge and skill level of all employees.

11. INDUSTRIAL RELATIONS

Industrial relations 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 highlightsâ.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

Shareholders at the 3Tâ 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.The Shareholders at the 32^nfl Annual General Meeting held on August 12, 2023 have approved the change in designation of Mr. M. Govindarajan as Non-Executive Director from Whole Time Director. The term of appointment of Mr. M. Govindarajan ends is coming to a close on August 01, 2024. The Board has recommended the re-appointment of Mr. M. Govindarajan as a Non-Executive Director for a period of 2 years and the approval of the shareholders is being sought through the notice annexed to this report.

The approval of the members is sought for appointing Mr. Vikram Vijayaraghav and Mr. Navin Paul as Independent Directors for second term and the same is annexed to the AGM Notice.

Dr. Sandhya Shekhar, an Independent Director has completed her second term. The Board places on record its appreciation for her contributions during her tenure as an Independent Director.

The approval of the members is sought for appointing Ms. Anandi Iyer as Independent Directors for first term and the same is annexed to the AGM Notice

There were no other 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, 2024, Mr. A. Venkataramani, Managing Director, Mr. M. Govindarajan, Non-Executive Director, Mr. Venkataraman, CFO (Upto February 10, 2024), Mr. Janakiraman, CFO (from February 10, 2024), Mr. K Premnatha Company Secretary (up to June 22,2023), Karthik Narayanan (w.e.f. August 12, 2023 to August 16, 2023), Mr. Amarnath Tripathy, Company Secretary from 14.11.2023 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 arm''s length basis and there are no material contracts/arrangements/transactions which are at arm''s 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 August 08, 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 certificate is appended to this Report as Annexure-lll.

The Secretarial Audit Report for the year does not contain any qualification, reservations, adverse or disclaimers remark. 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 2024-25 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.

INTERNALAUDITOR

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. BOARD OF DIRECTORS & BOARD MEETINGS HELD DURING THE YEAR

During the year, five (5) 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.

17. 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 have framed the required policies and the policies wherever mandated, are uploaded on the company''s website, under the web-link www.iDrinas.com. The brief list of the links is as follows: -

TERMS OF APPOINTMENTOF Ids	DIRECTORS FAMILIARIZATION PROGRAM
https://iprings.com/wp-content/uploads/2023/05/ FormatJndependent-Directors-Appointmenl-letter.pdf	https://ipnngs.com/wp-content/uploads/2023/05/ Program_forJndependent_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/wp- content/themes/iprings/pdf/Code_Of_Conduct,pdf
ANNUAL REPORTS	RELATED PARTY TRANSACTION POLICY
https://iprings.com/investors/annual-reports/	https://iprmgs.com/wp- content/uploads/2023/05/Policy-on-materiality-ol-related-party- transactions-and-Policy-on-deafing-with-related- party-transactions.pdf
CSR POLICY	NOMINATION AND REMUNERATION POLICY
https://iprings.com/wp- conten t/themes/i pri ngs/pd f / Corporate_Social_Responslbility_Policy.pdf	https://ipnngs.com/wp- content/uploads/2023/05/Nomination-Remuneration- Policy-Board-Diversity.pdf
RISK MANAGEMENT POLICY	GENERAL UPDATES
https://iprings.com/wp-content/uploads/2012/1 Q/Risk-Assessment-Management-Policy. pdf	https://lpnngs.com/investors/
DETERMINATION OF MATERIALITY OF EVENTS	Policy for Determining of Material Subsidiaries
htlps://iprings com/wp-content/uploads/2023/05/Policy-for-determining-materiality-of-events.pdf	https://iprings.com/wp- content/uploads/2023/02/Policy-for-determining-of- Material-Subsidiaries.pdf

18. 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.

19. 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/investors/

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Independent Directors at their meeting held on May 27, 2024 considered / evaluated the Board''s 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.

21. 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.

22. 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

23. 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 March 31,2024.

24. 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 March 31, 2024, 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 March 31, 2024 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.

25. 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

26. 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,

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

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.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There were no material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

29. DISCLOSURE UNDER SECTION 197(12) OFTHE 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 employee''s remuneration and such other details are set out in Annexure - V hereto forming part of this report.

30. 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.

31. 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) 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. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise, and proficiency required under all applicable laws and the policies of the Company.

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).

32. 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.

33. DEPOSITORY SYSTEM

As the members are aware, the Company''s shares are compulsorily tradable in electronic form. As on March 31, 2024, 98.77 % of the Company''s total paid up capital representing 1,25,19,991 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.

34. 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.

35. 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.

36. 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 So Responsibility and an amount of Rs.14.19 lakhs was spent towards Corporate Social Responsibility obligations and the relevant details are provided in Annexure-VI to this Report.

37. NO CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business being carried out by the Company.

38. 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

M. Govindarajan A. Venkataramani

Chennai Director Managing Director

May 27,2024 (DIN 09264840) (DIN 00277816)

Mar 31, 2019

DIRECTORS''REPORT

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Financial Statements for the year ended March 31,2019 and the Auditor''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 / (Loss) before Tax	1,103.28	1,013.87
Provision for Taxation (Net)	308.59	280.53
Profit / (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 March 31,2019.

REVIEW OF BUSINESS OPERATIONS

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 little sluggish and the last quarter went into a tailspin on account of various factors and general elections. However, both the automobile and component players have always had an impeccable record of overcoming challenges and emerging successful and the Government''s support is bound to lift their spirits even further.

Your Company started off the year with a high note with the momentum following through from the previous year, having digested the pangs of demonetisation and the partial disruption due to the roll-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. All 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 will be challenges like new safety norms and the transition from BSIV to BS VI platform in 2020 that may act as speed breakers. In preparation of the new regulations, manufacturers may also hold back some slew of launches. Hence initial part of the calendar year 2019 may see some challenges and could settle down for an improved performance post elections. The update of new policies covering phase out of older vehicles including developments on the electric front will keep the sector engaged.

Growing demand owing to rise 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 flexibility to constantly innovate and adapt to changes in market demand or customer requirements - be it in the operating environment, customer preferences, competition, distribution channel or supply chain. Despite the challenges 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, Mr Yoshio 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 April 01,2019.

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 Directors 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^th 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.

MrAVenkataramani, 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 continuing 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 Companies Act, 2013. Formal Annual Evaluation of Directors was done as per the requirements of the Companies Act, 2013.

COMPANY''S 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 attributes, 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 (LODR) Regulations, 2015, the Board of Directors of the Company has framed all applicable policies.

The above policies where mandated are up-loaded on the Company''s website, under the web-link http://www.iprings.com.

DIRECTORS''RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 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 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 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 of'' Corporate Governance'' as stipulated under LODR is attached to this report.

Pursuant to Regulations of Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance is included 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. M S Krishnaswami & Rajan, Chartered Accountants (Firm Registration No.001554S), were appointed appointed as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 26th Annual General Meeting till the conclusion of 31st Annual General Meeting.

INTERNAL AUDITORS

M/s S K R and Company LLP, Chartered Accountants (LLP Registration No. AAB-9330) is the Internal Auditor of the Company with effect from April 01,2017.

COST AUDITORS

In terms of Notification dated 31â December 2014, issued by the Ministry of Corporate Affairs, Cost Audit is applicable to the Company with effect from April 01,2015. Mr A N Raman, Cost Auditor, Chennai is the Cost Auditor of the Company for the year 2019-20.

SECRETARIAL AUDITORS

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 the Annexure forming 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 PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course 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 Companies Act, 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 the Annexure 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 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

Chennai N. Venkataramani (DIN 00001639)

May 16,2019 Chairman

Mar 31, 2018

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Financial Statements for the year ended March 31,2018 and the Auditorâs Report thereon.

FINANCIAL RESULTS	2017-2018	2016-2017
FINANCIAL RESULTS	(Rs in Lakhs)
Profit before Finance charges, Depreciation and Tax	2533.38	1541.03
Finance charges	714.94	996.32
Depreciation	804.57	801.09
Profit / (Loss) before Tax	1013.87	(256.38)
Provision for Taxation (Net)	280.53	(111.64)
Profit / (Loss) after Tax	733.34	(144.74)
Other Comprehensive Income	(11.32)	(34.25)
Total Comprehensive Income	722.02	(178.99)

DIVIDEND

Your Directors do not recommend any Dividend for the year ended March 31,2018.

REVIEW OF BUSINESS OPERATIONS

Despite the challenges of demonetisation and uncertainty in implementation of GST, 2017-18 kick started on a positive note with most of the vehicle and component segments marching ahead with good growth. Meeting customer aspirations on improved buying potential led by stable micro economic factors has steered a progressive growth for the auto industry as a whole.

Continuing its turnaround, your Company streamed along the current and registered a satisfactory performance during the year under review. It was happy to usher the year 2017-18 with a Double Hundred Crore turnover for the first time in the history of the Company, a feat that was achieved in an interregnum of 3 years after attaining the first hundred in the year 2014-15. Commercial production at your Companyâs additional manufacturing unit was commenced during the year under review and maximum capacity will be utilized during the current year after addressing finer nuances. The customer demand has been consistently strong and we have catered to the growing demand.

Your Company achieved an impressive YoY sales growth of 8.02%. Your Company ended the year with a PBT of Rs. 1013.87 Lakhs while compared to a Loss of Rs. 256.38 Lakhs recorded in the previous year.

FURUTEPROSPECTS

The industry could be seen to be going strong with continued momentum. With a host of new unveils and launches by the auto majors, the Indian automotive sales is set to witness even more exciting performance in the years to come.

The Government announcements in Budget 2018 too should accelerate rural and semi urban demand. Low labour costs, availability of skilled labour and high quality consciousness among Indian vendors have spurred the growth of auto component exports from India. The Indian automotive component industry is expected to grow by 10-12% based on higher localisation by OEMs, higher component content per vehicle and rising exports.

While Governments across the world including the Indian Government have been focussing on reducing their global carbon footprint, the disruptions triggered by the introduction of electric vehicles, digitisation and connectivity across auto and auto component industry is hard to ignore. Your Company is also working in close sync to design the new components that will be leveraged for meeting the upcoming regulations relating to emissions and fuel efficiency.

Despite cautious on the challenges and considerations ahead, your Company is confident of maintaining its strong growth trajectory and setting a new industry benchmark in quality and sales by adopting various operational excellences, scenario planning, practicing global standards, strategic shifts and risk management.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr N Venkataramani, retires by rotation and is eligible for re-appointment. Mr J Shivakumar has been re-appointed under Independent category for the second term, for a period of 5 years from October 30,2017.

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

OTHER POLICIES

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed all applicable policies.

The above policies where mandated are up-loaded on the Companyâs website, under the web-link http://www.iprings.com.

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 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 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

CORPORATE GOVERNANCE

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

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

AUDITORS

Messrs. M S Krishnaswami & Rajan, Chartered Accountants (Firm Registration No.001554S), were appointed as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 26th Annual General Meeting till the conclusion of 31st Annual General Meeting.

INTERNALAUDITORS

M/s S K R and Company LLP, Chartered Accountants (LLP Registration No. AAB-9330) is the Internal Auditor of the Company with effect from April 01,2017.

COST AUDITORS

In terms of Notification dated 31st December 2014, issued by the Ministry of Corporate Affairs, Cost Audit is applicable to the Company with effect from April 01,2015. M/s. Raman & Associates, Cost Auditors, Chennai are the Cost Auditors of the Company.

SECRETARIAL AUDITORS

M/s. LK & Associates, Practicing Company Secretaries, Chennai are the Secretarial Auditors of the Company. A Secretarial Audit Report as required under Section 204 of the Companies Act, 2013 for the year under review is given in the Annexure forming part of this Report.

EXTRACTS OF ANNUAL RETURN

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course 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

INTERNAL COMPLAINTS COMMITTEE

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

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

ACKNOWLEDGEMENT

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

Maraimalai Nagar N Venkataramani (DIN 00001639)

May 16, 2018 Chairman

Mar 31, 2017

DIRECTORSâ REPORT

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the Audited Financial Statements for the year ended March 31, 2017 and the Auditorâs Report thereon.

FINANCIAL RESULTS

	2016-2017	2015-2016 (Rs, in Lakhs)
Profit before Finance charges, Depreciation and Tax	1541.03	1572.38
Finance Charges	996.32	852.35
Depreciation	801.09	695.37
Profit / (Loss) before Tax	(256.38)	24.66
Provision for Taxation (Net)	(111.64)	3.31
Profit / (Loss) After Tax	(144.74)	21.35
Other Comprehensive Income	(34.25)	(15.29)
Total Comprehensive Income	(178.99)	6.06

DIVIDEND

Your Directors do not recommend any Dividend for the year ended March 31, 2017.

REVIEW OF BUSINESS OPERATIONS

In continuation of the revival in economy recorded during the year 2015-16, the year under review 2016-17 also witnessed a satisfactory growth for the automobile industry. However the company faced many challenges during the year mainly arising out of the effects of demonetization in November-16 and Vardha storm in Chennai. The company was able to meet the challenges successfully due to dedicated efforts from all the employees and was in a position to develop new high quality and cost competitive products for the domestic as well as the export markets.

As a result, your Company has recorded a sale of Rs.190.05 crores, 44.32 % growth over the previous year. The growth was mainly driven by exports. In order to keep up with the growing demand, your Company has invested heavily in capital equipment during the last few years. The high cost of capital has resulted in increased finance cost and drop in profit levels. The capital equipments are all commissioned with the least delay resulting in higher volumes of business and improved absorption of overheads. The successful completion of the rights issue of Rs.50 crores has also helped the company in repayment of high cost loans, reduction in finance cost and improvement in potential profitability for the future. The benefits of reduction in interest cost and increase in volumes is being progressively realized as evident in the results achieved during the last quarter of the year.

Your Company ended the year with a loss of Rs. 144.74 lakhs against a marginal profit after tax of Rs.21.35 lakhs for the previous year.

As already mentioned during the year under review, your Company had successfully offered Rights Shares and the Shareholders have reposed their confidence on the Company by oversubscribing to the Shares. Majority of the borrowings were repaid out of the issue proceeds.

FUTURE PROSPECTS

The Indian Auto Industry is one of the largest and most competitive in the world. India is also a prominent auto exporter and has strong export growth for the near future. Several initiatives by the Government of India and major automobile players in the Indian market are expected to make India a leader by 2020. The Government of India encourages foreign investments in the auto sector and allows 100% FDI under the automatic route. Your Company has carefully understood the environment and is trying to convert all the challenges into opportunities.

Your Company has already enhanced its capacities & capabilities and is well poised to meet the challenges and achieve healthy rates of growth in sales and profitability in the coming years.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Dr R Mahadevan (DIN 00001690), retires by rotation and is eligible for reappointment.

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

OTHER POLICIES

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed all applicable policies.

The above policies where mandated are up-loaded on the Companyâs website, under the web-link http:// www.iprings.com.

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 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 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 commensuration 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 of âCorporate Governanceâ as stipulated under LODR is attached to this report.

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

AUDITORS

Messrs. R.G.N Price & Co., Chartered Accountants (Firm Registration No.002785S) retire from the conclusion of this Annual General Meeting and Messrs. M S Krishna swami & Rajan, Chartered Accountants (Firm Registration No.001554S), are being appointed as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 26^th Annual General Meeting till the conclusion of 31^st Annual General Meeting.

INTERNAL AUDITORS

M/s. S K R and Company LLP, Chartered Accountants (LLP Registration No. AAB-9330) is the Internal Auditor of the Company with effect from April 01, 2017.

COST AUDITORS

In terms of Notification dated 31^st December 2014, issued by the Ministry of Corporate Affairs, Cost Audit is applicable to the Company with effect from April 01, 2015. M/s. Raman & Associates, Cost Auditors, Chennai are the Cost Auditors of the Company.

SECRETARIAL AUDITORS

CAPITAL RAISING

During the Financial year ended March 31, 2017, your Company has successfully completed capital raising by way of further issue of equity shares to the eligible existing shareholders on Rights Basis raising Rs.50 crores by issuing 56,33,718 Equity Shares of Rs.10/- each at an Issue Price of Rs.88.75/- per equity share including a premium of Rs.78.75 per Rights Equity Share. The issue was oversubscribed by 1.26 times. Your Directors wish to thank the Shareholders for the confidence reposed on the Company and its Directors. Post allotment of Equity Shares as aforesaid, the Issued, Subscribed and Paid up Capital of your Company stands at Rs.12,67,58,650/- comprising of 1,26,75,865 Equity Shares of Rs.10/- each as on March 31, 2017.

USE OF PROCEEDS

The proceeds raised through the Rights Issue were used for the purposes of Repayment of certain Loans and General Corporate Purposes, as mentioned in the Letter of Offer dated January 12, 2017.

EXTRACTS OF ANNUAL RETURN

RELATED PARTY TRANSACTIONS

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 and its relevant proviso of the Companies Act, 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 is interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

INTERNAL COMPLAINTS COMMITTEE

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

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

ACKNOWLEDGEMENT

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

Chennai N Venkataramani (DIN 00001639)

May 25, 2017 Chairman

Mar 31, 2016

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the Audited Financial Statements for the year ended March 31, 2016 and the Auditorâs Report thereon.

FINANCIAL RESULTS

	2015-2016	2014-2015 (Rs. in Lakhs)
Profit before Finance charges, Depreciation and Tax	1,557.66	1,330.63
Finance charges	852.35	774.64
Depreciation	693.20	671.10
Profit / (Loss) before Tax	12.11	(115.11)
Provision for Taxation (Net)	2.64	(66.68)
Profit / (Loss) after Tax	9.47	(48.43)
Add : Balance brought forward from previous year	(723.62)	(643.28)
Adjustment on account of Fixed Assets	-	(31.79)
Balance carried forward	(714.15)	(723.62)

DIVIDEND

Your Directors do not recommend any Dividend for the year ended March 31, 2016.

REVIEW OF BUSINESS OPERATIONS

After a three years period of stagnation the automobile industry shows signs of revival during the year 2015-16. As a result, the demand for the company improved and therefore the company has recorded a sale of Rs.131.69 crores, 16.87% growth over the previous year. The growth was mainly driven by marginal increase in the sales of piston rings . and a significant increase in the sale of transmission components. The company has been able to get a break through in the export market foe sale of transmission components. However, the operating conditions continued to be difficult with increases in all input costs particularly finance cost as a result of increased borrowings.

As a result of the increased volumes and implementation of several cost reduction initiatives, the company has been able to arrest the losses and show a marginal profit before tax of Rs 12.11 Lacs for the year as compared to a loss of Rs 115.11 lacs during last year.

FUTURE PROSPECTS

It is expected that all the economic indicators will continue to remain buoyant during the coming year and the demand for the companyâs products appears to be positive. The prospects are particularly bright in the export market for sale of forged transmission products. The demand for rings is also expected to increase in line with the growth in the automobile industry. The company is continuing with its drive to improve quality, reduce cost, achieve excellence in all its operations, improve its competitiveness and leverage the opportunities that are available in a fast growing market.

The company is pursuing an aggressive capital expenditure plan to cater to the increased demand for its products. Your Board of Directors have in principle proposed to issue further shares on a rights basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr N Venkataramani, retire by rotation and is eligible for reappointment. Mr J Shivakumar, Independent Director was appointed as an Additional Director on October 30, 2015 and he will hold office until this Annual General Meeting. By virtue of Section 149 of the Companies Act, 2013, your Directors are seeking appointment of Mr J Shivakumar, as an Independent Director for a period of two consecutive years up to October 29, 2017.

Mr Yoshio Onodera was appointed as an Additional Director on May 27, 2016 and he will hold office until this Annual General Meeting. He has been nominated by NPR in place of Mr Masaaki Otani. The approval of Members is being sought for re-appointment of Mr A Venkataramani as Managing Director for a term of 3 years effective from November 01, 2016.

Mr S Ramachandra and Mr Masaaki Otani, Directors resigned from the Board on 30.10.2015 and 27.05.2016, respectively. Your Directors place on record their appreciation for the valuable services rendered by them during their tenure.

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

DIRECTORSâRESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 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 prepared the annual accounts on a going concern basis;

â - 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

OTHER POLICIES

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed all applicable policies.

The above policies where mandated are up-loaded on the Companyâs website, under the web-link http://www.iprings.com

CORPORATE GOVERNANCE

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

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

AUDITORS

Messrs. R.GN Price & Co., Chartered Accountants retire at this Annual General Meeting and are eligible for reappointment.

INTERNAL AUDITORS

Messrs. M.S. Krishnaswamy & Rajan, Chartered Accountants is the Internal Auditor of the Company.

COST AUDITORS

SECRETARIAL AUDITORS

M/s. LK & Associates, Practicing Company Secretaries, Chennai are the Secretarial Auditors of the Company. A, Secretarial Audit Report as required under Section 204 of the Companies Act, 2013 for the year under review is given in . the Annexure forming part of this Report.

EXTRACTS OF ANNUAL RETURN

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course 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

There were no employees in receipt of remuneration of Rs.5,00,000/- p.m. or more during the year ended 31.03.2016.

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.

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

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 Marketing Services 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

N Venkataramani

Chairman

Chennai May 27, 2016

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Accounts for the year ended March 31, 2014 and the Auditor''s Report thereon

FINANCIAL RESULTS (Rs in Lakhs) 2013-2014 2012-2013 Profit before Finance charges, 976.90 554.73 Depreciation and Tax

Finance charges 647.43 550.61

Depreciation 691.10 645.75

Profit / (Loss) before Tax (361.63) (641.63)

Provision for Taxation (Net) (86.07) (223.99)

Profit / (Loss) after Tax (275.56) (417.64)

Add : Balance brought forward from previous year (367.72) 49.92

Profit available for appropriation (643.28) (367.72)

Balance carried forward (643.28) (367.72)

DIVIDEND

In view of the loss during the year under review, your Directors do not recommend any Dividend for the year ended March 31,2014.

OPERATIONS

During the year 2013-14, the Indian Automobile and Auto Component industry suffered as a result of global economic down turn and degrowth in the domestic vehicle sector, particularly in the commercial vehicle and passenger car segments.

As a result of these developments, the demand for products from many component companies suffered leading to low utilisation of capacities, under absorption of fixed costs and consequential drop in profitability.

For your Company in particular, the adverse factors in the Automobile Industry impacted its performance considerably. However, the Company initiated a number of cost cutting and productivity improvement measures which reduced the losses considerably as compared to the previous year.

Specific mention needs to be made of the savings achieved in power cost on account of installation of a dedicated power line and the sacrifice made by the senior executives in voluntarily accepting a salary cut.

The Company has registered a loss of Rs. 361.63 Lakhs for the year.

OUTLOOK

Despite the slowdown in the industry during the last two years, the outlook for the future appears to be promising. It is hoped and expected that the new Government will provide impetus to the manufacturing sector particularly the Automobile and the Auto Component Industry. While the present negative trend is likely to continue for the first half of the current year, it is expected that the demand will start improving from the 2nd half of the year.

The Company is well positioned to take advantage of the future growth in the Auto Industry having invested in key facilities for meeting the stringent quality requirements of contemporary vehicles in all segments of the market including 2 wheelers.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Dr N Gowrishankar & Mr Masaaki Otani, retire by rotation and are eligible for reappointment. By virtue of Section 149 of the Companies Act, 2013, your Directors are seeking appointment of all Independent Directors , viz., Mr P M Venkatasubramanian, Mr S R Srinivasan, Mr S Ramachandra and Dr R Natarajan, as Independent Directors for a term upto March 31, 2019.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed;

- 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 ended March 31,2014 and of the loss of the Company for that year;

- that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Certificate from the Auditors of the Company regarding compliance of conditions of ''Corporate Governance'' as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance is included 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. R.G.N Price & Co., Chartered Accountants retire at this Annual General Meeting and are eligible for reappointment.

COST AUDITORS

M/s. Raman & Associates, Cost Auditors, Chennai are the Cost Auditors of the Company. The Cost Audit Report for the year 2013-14 will be submitted to the Central Government before the due date.

PARTICULARS OF EMPLOYEES

There were no employees in receipt of remuneration of Rs.5,00,000/- p.m. during the year ended 31.03.2014 coming within the purview of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

DISCLOSURE OF PARTICULARS

The information required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure forming part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the Technical Assistance and Marketing Services 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

N Venkataramani Chairman

Chennai May 30, 2014

Mar 31, 2013

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Accounts for the year ended March 31, 2013 and the Auditor''s Report thereon

FINANCIAL RESULTS

2012-2013 2011-2012

(Rs. in Lakhs)

Profit before Finance charges, Depreciation and Tax 554.73 935.72

Finance charges 550.61 360.92

Depreciation 645.75 545.79

Profit/(Loss) before Tax (641.63) 29.01

Provision for Taxation (Net) (223.99) (29.14)

Profit/(Loss) after Tax (417.64) 58.15

Add : Balance brought forward from previous year 49.92 73.61

Profit available for appropriation (367.72) 131.76

Less : Dividend - 70.42

Dividend Tax thereon - 11.42

Transfer to General Reserve - -

Balance carried forward (367.72) 49.92

DIVIDEND

In view of the loss during the year under review, your Directors do not recommend any Dividend for the year ended March 31, 2013.

OPERATIONS

The Indian auto and auto components industry is currently facing its most formidable challenge - the slowing down of demand in all segments of the industry. The overall earnings growth of the auto component industry during 2012-13 remained subdued in the wake of weak demand, inflation in overheads, acute power shortage and adverse-currency volatility. The revenue growth of the auto components industry is typically a close reflection of the blended growth of individual automotive segments viz., passenger vehicles (PV), commercial vehicles (CV) and two-wheelers (2W). The revenue growth of these select entities has been consistently declining over the last six quarters with growth being the slowest in Q1, 2012-13.

For your Company in particular, the sluggish growth of new business in Rings and OCF Divisions and the resultant unutilized high capex and a steep increase in power costs have been the major causes for the middling performance. On a positive note, your Company has been able to achieve much of its cost reduction efforts and price increase targets for the year 2012-13.

Your Company, though it achieved a Turnover of Rs. 95.18 Crores compared to t 91.26 Crores of Turnover achieved in previous year incurred a loss of Rs. 4.18 crores.

OUTLOOK

The revenue growth prospects of the auto components industry over the near term remain somber as ail three automotive segments are likely to grow at a low-to-mid single digit rate in 2013-14. That said, the performance of individual auto component manufacturers may continue to vary depending on the entities'' revenue mix (OEMs/Replacement Market/ Non-Automotive Segment), segment bias (PV/CV/2W) and geographical diversification (domestic/exports).

For your company, though the current trend is likely to prevail during the first half of the financial year, it is expected that in the second half of the financial year there would be significant improvement. The company has been developing a number of new products, both Rings and forged components, and with a breakthrough in these areas significant improvement in revenue performance is expected next year. However, looking ahead the various technology improvements and upgrades implemented in product design and development, process engineering, manufacturing, quality and other related areas have strengthened the company''s manufacturing base and this is expected to bear fruit irr the coming years.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Mr Masaaki Otani, Mr N Venkataramani and Dr R Mahadevan, Directors, retire by rotation and are eligible for reappointment.

Mr A Venkataramani, Managing Director is being re-appointed for a further period of 3 years effective 01.11.2013. Witan effect from 1st June 2013, Dr N Gowrishankar will be a Non Executive Director.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed;

- 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 ended March 31, 2013 and other loss of the Company for that year;

- that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Certificate from the Auditors of the Company regarding compliance of conditions of ''Corporate Governance'' as stipulated under Clause 49 of the Listing Agreement is attached to this repbrt.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance is included 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. R.G.N Price & Co., Chartered Accountants retire at this Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES

There were no employees in receipt of remuneration of Rs. 5,00,000/- p.m. during the year ended 31.03.2013 coming within the purview of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

DISCLOSURE OF PARTICULARS

The information required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure forming part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the Technical Assistance and Marketing Services 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

N Venkataramani

Chairman Chennai

May 29, 2013

Mar 31, 2012

The Directors have pleasure in presenting the Twenty First Annual Report together with the Accounts for the year ended March 31, 2012 and the Auditor's Report thereon

FINANCIAL RESULTS

2011-2012 2010-2011 (Rs. in Lakhs)

Profit before Finance charges, Depreciation and Tax 935.72 1269.35

Finance charges 360.92 120.32

Depreciation 545.79 473.93

Profit before Tax 29.01 675.10

Provision for Taxation (Net) (29.14) 205.66

Profit after Tax 58.15 469.44

Add : Balance brought forward from previous year 73.61 49.71

Profit available for appropriation 131.76 519.15

Less : Dividend @ 10% (Rs 1/- per Share) 70.42 211.26

Dividend Tax thereon 11.42 34.28

Transfer to General Reserve 0.00 200.00

Balance carried forward 49.92 73.61

DIVIDEND

Your Directors recommend a dividend of 10% (Rs 1/- per Share) for the year ended March 31, 2012.

OPERATIONS

After having recorded strong double digit volume growth over the last two years, the Auto and Auto Component Industry faced moderation in growth in 2011-12 contributed by rising fuel cost, increase in interest rates and firming up of Commodity prices.

During the year under review, your Company had also to face sudden drop in demand from customers, high cost of borrowing and abnormal fluctuation in Japanese Yen, resulting in lower capacity utilization, higher interest outflow and higher material cost. These factors have adversely affected the sales volume and profitability of your Company.

The Power Scenario for the Company during the year under review was characterized by the power cut imposed by the TNEB (on both maximum demand and energy consumption), frequent interruptions and poor quality power within the available MD and Consumption limits and the steep hike in the tariff for HT consumers. This extremely adverse situation had a very serious impact on the Company's performance lowering activity levels and pushing up the manufacturing cost.

Your Company achieved a Turnover of Rs 91.26 Crores and a Profit Before Tax of Rs 29.01 Lakhs compared to Rs 87.63 Crores of Turnover and Profit Before Tax of Rs 675.10 Lakhs achieved in previous year.

OUTLOOK

The Indian Automotive Industry is still estimated to grow at 10 - 15 %. This demand is likely to be driven by growth across categories, but primarily by the growing four stroke motor cycle and passenger car segment, tractor sales and a growing new generation, high technology commercial vehicles sector. These trends are expected to continue in the coming years.

For your Company, these trends augur well. In addition, newer Products, higher volumes in existing product lines, higher productivity and cost reduction efforts are likely to contribute to higher sales and better profitability in the coming years.

The Transmission Components Division is poised for higher growth with introduction of newer products and broad basing of customer base.

The project to manufacture PVD Rings has been commericalised and supplies started. New customers will be added during this year for supply of PVD rings and capacity utilization in PVD facility is expected to be much higher.

With this your Company is expected to do better in the coming years.

DIRECTORS

Mr K V Shetty, Director, passed away on August 18, 2011. He was the first Managing Director of the Company who occupied that position till March 31, 2010. He contributed immensely to the growth of your Company and also instrumental in identifying new projects to your Company. Your Directors wish to place on record their appreciation of the valuable contribution made by Mr K V Shetty, during his tenure. Mr T K Ramasubramanyan, Director vacated his office on July 28, 2011.

In accordance with the provisions of the Companies Act, 1956, Mr S R Srinivasan, Mr S Ramachandra and Dr R Natarajan, Directors, retire by rotation and are eligible for reappointment. Dr N Gowrishankar, has been re-appointed as the Whole Time Director for a further period of three years effective from 29.01.2012.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed;

- 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 ended March 31, 2012 and of the profit of the Company for that year;

- that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Certificate from the Auditors of the Company regarding compliance of conditions of 'Corporate Governance' as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance is included 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. R.G.N Price & Co., Chartered Accountants retire at the Annual General Meeting and are eligible for reappointment. PARTICULARS OF EMPLOYEES

There were no employees in receipt of remuneration of Rs 5,00,000/- p.m. during the year ended 31.03.2012 coming within the purview of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

DISCLOSURE OF PARTICULARS

The information required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure forming part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the Technical Assistance and Marketing Services 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

N Venkataramani

Chairman

Chennai

May 18, 2012

Mar 31, 2011

The Directors have pleasure in presenting the Twentieth Annual Report together with the Accounts for the year ended March 31, 2011 and the Auditors Report thereon.

FINANCIAL RESULTS

2010-2011 2009-2010 (Rs. in Lakhs)

Profit before Finance charges, Depreciation and Tax 1269.35 1366.79

Finance charges 120.32 98.82

Depreciation 473.93 451.65

Profit before Tax 675.10 816.32

Provision for Taxation (Net) 205.66 259.79

Profit after Tax 469.44 556.53

Add : Balance brought forward from previous year 49.71 39.53

Profit available for appropriation 519.15 596.06

Less : Dividend @ 30% ( Rs. 3/- per Share ) 211.26 211.26

Dividend Tax thereon 34.28 35.09

Transfer to General Reserve 200.00 300.00

Balance carried forward 73.61 49.71

DIVIDEND

Your Directors recommend a dividend of 30% (Rs. 3/- per Share) for the year ended March 31, 2011.

OPERATIONS

During the year under review the Automotive Industry responded well to the sustained improvement in the economy and recorded a performance significantly better than that in the previous year. Domestic sales of vehicles was up by 26.17% and vehicles exports by 29.64%.

However during the second half of the year adverse factors like rising input prices, higher borrowing costs and power shortage have pushed up the operating costs causing a serious dent in the margins of the manufacturers. It is expected that the trend would continue in the current year too.

Notwithstanding this cost pressure the long term prospect for the Industry is expected to be good and it is widely believed that the Industry would continue to be on a very satisfactory growth trajectory over the entire decade.

Component manufacturers naturally benefited from the growth in the Automotive Industry and generally had a good year though they too had to feel the impact of the same adverse factors as the Automotive Industry during the second half year.

Your company performed well during the year achieving a turnover of 7 87.63 crores as against Rs. 73.51 crores in the previous year, with both the Rings Division and the Transmission Components Division contributing significantly to the increase in the turnover. However the increase in input and finance costs combined with power shortages eroded the margins and added to the overheads and consequently the profit before tax for the year under review was Rs. 6.75 crores as against Rs. 8.16 crores in the previous year.

OUTLOOK

As said earlier, long term prospect for the Indian Automotive Industry is very promising and it is expanding at a rate that could well make it the fastest growing market in the world. Existing Vehicle Manufacturers are investing heavily for expansion of capacity and product range as well as for technology upgrade and R&D. There has also been the entry of additional global majors whose production facilities are already on stream and whose vehicles have begun reaching the market. A large number of new makes models and variants with performance features of very high sophistication, including compliance with very strict emission norms like Euro IV and above are now on the market. The changing scene in the Automotive Industry augurs well for the Components Manufacturers.

Your company is fully geared up to take advantage of the growing demand and expects a good year ahead.

The project for the PVD Ring is almost completed and production trials and market trials are under way. The project will be completed in all respects shortly and the company expects a significant contribution to Sales and Profits from this product. With the acquisition of the capability for PVD Rings the company will become one of the few who can provide rings for meeting the requirement of the new generation vehicles.

However increasing prices of inputs, higher borrowing cost, power shortage and customer resistance to price corrections which can erode margins and add to overheads are a matter of concern. The company is stepping up its efforts on the value engineering and cost reduction fronts in order to contain the impact of the adverse factors on profits.

The expected increase in production volumes, the addition of a high technology high value product, along with productivity improvements and cost reduction initiatives, the company expects, will enable it to attain higher levels of performance not only in the current year but in the years to come too.

DIRECTORS

Mr A Sivasailam, Chairman passed away on January 12, 2011 and his demise is a sad loss for the company.

He was deeply committed to placing the company in the forefront of component manufacturers and provided guidance and direction to the Company for nearly two decades right from the stage of project implementation. His vision and foresight ensured for the Company safe steerage through the many large scale changes that took place in the Automotive Industry and their impact on components manufacture.

The Directors wish to place on record their appreciation of the valuable contribution made by Mr A Sivasailam during his stewardship of the Company.

In accordance with the provisions of the Companies Act, 1956, Mr N Venkataramani, Dr R Mahadevan and Mr P M Venkatasubramanian, Directors, retire by rotation and are eligible for reappointment.

During the year under review, Mr A Venkataramani and Mr T K Ramasubramanyan were co-opted as Additional Directors, who will hold office up to the date of the ensuing Annual General Meeting. Mr A Venkataramani was subsequently appointed as the Managing Director of the Company with effect from November 01, 2010. The Company has received notice under Section 257 of the Companies Act, 1956, proposing the candidature of Mr A Venkataramani as a Director of the Company. Your Directors wish to place on record the valuable services rendered by Mr T K Ramasubramanyan during his tenure as a Director.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed;

- 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 ended March 31, 2011 and of the profit of the Company for that year;

- that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance is included 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. R.G.N Price & Co., Chartered Accountants retire at the Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES

There were no employees in receipt of remuneration of Rs. 5,00,000/- p.m. during the year ended 31.03.2011 coming within the purview of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

DISCLOSURE OF PARTICULARS

The information required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure forming part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the Technical Assistance and Marketing Services 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

N Venkataramani Chairman

Chennai May 30, 2011

Mar 31, 2010

The Directors have pleasure in presenting the Nineteenth Annual Report together with the Accounts for the year ended March 31,2010 and the Auditors Report thereon.

FINANCIAL RESULTS 2009-2010 2008-2009 (Rs. in Lakhs) Profit before Finance charges, Depreciation and Tax 1366.79 721.88 Finance charges 98.82 75.72 Depreciation 451.65 485.72 Profit before Tax 816.32 160.44 Provision for Taxation (Net) 259.79 51.65 Profit after Tax 556.53 108.79 Add : Balance brought forward from previous year 39.53 13.13 Profit available for appropriation 596.06 121.92 Less: Dividend@30% 211.26 70.42 Dividend Tax thereon 35.09 11.97 Transfer to General Reserve 300.00 - Balance carried forward 49.71 39.53

DIVIDEND

Your Directors recommend a dividend of 30% (Rs. 3/- per share) for the year ended March 31,2010.

OPERATIONS

The strong recovery in the overall economy during the year 2009- 10 led to a significant spurt in the Automotive Industry across all segments; Passenger Cars, Commercial Vehicles and Tractors in particular performed extremely well. The upswing in the economy is expected to continue leading to buoyancy in the market with strengthening of demand for auto components from OEMs and the Aftermarket.

Your company registered a turnover of Rs.73.51 Crores as against Rs.54.93 Crores during the previous year. Both the Rings Division and the Transmission Components Division have contributed significantly to this increased turnover. There has also been an impressive pickup in the Companys profits with the profit before tax this year reaching a level of Rs.816.32 Lakhs as against Rs.160.44 Lakhs, the previous year. This improvement has been achieved despite the steep increase in the input cost of raw materials like steel and higher power costs on account of acute power shortage in the State.

OUTLOOK

Consequent to the continuing buoyancy in the automotive industry the outlook for the company for the current year is encouraging. The Company, has reviewed thoroughly the market requirements and has drawn up plans to invest in capital expenditure to increase the capacity levels and to acquire capability for new emission norms and the requirements of the new generation vehicles that the global players are bringing on to the market. With these investments, your Company is well placed to take full advantage of the opportunities presented by this growth market

Your Directors are pleased to report that the operations of the Transmission Components Division have been fully stabilized and during the year 2009-10 its contribution to the companys profits was significant. The order position for the current year is satisfactory with the confirmed orders from leading OEMs and Tier customers.

Cost Management and Risk Management as well as strengthening and improving productivity will continue to be the key thrust areas during the current year.

RECOGNITION OF R&D UNIT

Government of India, Ministry of Science and Technology has renewed its recognition to the In-house Research & Development Unit of your Company upto March 31, 2014.

DIRECTORS

Mr. K. V. Shetty retired as the Managing Director of the Company on March 31,2010 as per his terms of appointment. Mr. K. V. Sheety continues to be on the Board as a Non Executive Director with effect from April 01,2010. In accordance with the provisions of the Companies Act, 1956, Mr .A. Sivasailam, Mr .K. V .Shetty and Dr .R .Natarajan, Directors, retire by rotation and are eligible for reappointment.

Mr Yorishige Maeda resigned from the Board effective from July 23,2009. Your Directors wish to place on record their appreciation of the valuable contribution made by Mr .Yorishige Maeda to the growth of the Company, during his tenure as a Director. In his place, Mr .Masaaki Otani, Director- Nippon Piston Ring Co. Ltd. has been co-opted as an Additional Director, who will hold office up to the date of the ensuing Annual General Meeting and is eligible for reappointment. The Company has received notice under Section 257 of the Companies Act, 1956, proposing the candidature of Mr .Masaaki Otani as a Director of the Company, subject to retirement by rotation.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

that in the preparation of the annual accounts, the applicable accounting standards had been followed;

Ã 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 ended March 31 ,2010 and of the profit of the Company for that year;

that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

that the accounts have been prepared on a going concern basis. CORPORATE GOVERNANCE

A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance is included 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. R.G.N Price & Co., Chartered Accountants retire at the Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES

There were no employees in receipt of remuneration of Rs. 2,00,000/- p.m. during the year ended 31.03.2010 coming within the purview of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

DISCLOSURE OF PARTICULARS

The information required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure forming part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the Technical Assistance and Marketing Services 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 Chennai A.Sivasailam May 27, 2010 Chairman

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article