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Directors Report of Igarashi Motors India Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting their Thirty Third Board of Directors Report of your Company, together with the
Audited Financial Statements for the year ended March 31, 2025.
FINANCIAL RESULTS
Your Company''s performance during the year as compared with that during the previous year is summarized below:
('' in Lakhs)
|
Particulars |
2024-25 |
2023-24 |
|
Manufacturing Sales |
83,842 |
72,504 |
|
Add: Other Income |
239 |
162 |
|
Total Income |
84,081 |
72,667 |
|
Less: |
||
|
(i) Materials & Manufacturing Expenses |
54,144 |
48,294 |
|
(ii) Value Addition Cost |
21,532 |
18,077 |
|
Profit before Depreciation, Amortization |
8,405 |
6,296 |
|
Less: Depreciation & Amortization Expenses |
5,154 |
4,908 |
|
Profit before Tax |
3,251 |
1,388 |
OPERATIONS
Your Company''s Revenues for the year stood at '' 83,842
Lakhs as against '' 72,504 Lakhs for previous year despite of
ongoing Global Geo-political tension and slower penetration
of BLDC Ceiling Fans. Operating Profit before Depreciation
& Amortization amounted to '' 8,405 Lakhs as against
'' 6,296 Lakhs for previous year. Profit before Tax amounted
to '' 3,251 Lakhs as against '' 1,388 Lakhs for previous year.
DIVIDEND
The Board, after considering holistically the relevant
circumstances and keeping in view of the Company''s
Dividend distribution policy, has decided to recommend
'' 2.50/- per share on Face Value '' 10/- dividend for the
year under review.
Your Company had adopted the Dividend Distribution Policy
and the same was hosted on the website of the Company
at: http://www.igarashimotors.com/uploads/investor/
pdf/14788383387IMIL-Dividend Distribution Policy.pdf
TRANSFER OF UNPAID & UNCLAIMED DIVIDEND
AND UNCLAIMED SHARES TO IEPF
As per the provisions of the Companies Act, 2013 read
with Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules'')
all unclaimed dividends are required to be transferred
by the Company to the IEPF after completion of 7 years.
Further according to IEPF Rules, the shares on which
dividend has not been claimed by the Shareholders for seven
consecutive years or more shall be transferred to the demat
account of IEPF Authority. The details relating to amount of
dividend FY 2016-17 transferred to IEPF and such shares
on which dividends were un-claimed for seven consecutive
years are available on the website of the Company at http://
www.igarashimotors.com/investor-list.php?invescatid=22
RESERVES
The Reserves at the end of the year March 31, 2025 is at
'' 43,408 Lakhs as against the Total Reserves of '' 41,551
Lakhs as at March 31,2024.
Your Company does not propose to transfer any amount to
the general reserve.
MATERIAL CHANGES
No material changes or commitments have occurred
between the end of the Financial Year and the date of this
Report which affect the financial statements of the Company
in respect of the reporting year.
DETAILS OF SUBSIDIARY/ JOINT VENTURES/
ASSOCIATE COMPANIES
Your Company has no Subsidiary/ Associate / Joint Venture
Companies as on March 31, 2025. Report under Form
AOC-1 is annexed to this report.
DEPOSITS
During the year under review, your Company has not invited
or accepted any deposit within the meaning of provisions of
Chapter V of the Act, read with the Companies (Acceptance
of Deposits) Rules, 2014 for the year ended March 31, 2025.
PAID-UP SHARE CAPITAL
Your Company''s Paid-up equity share capital is '' 3,147.50
Lakhs as on March 31, 2025.
DIRECTORS
During the year under report, the members of your Company
in 32nd Annual General Meeting confirmed the re-appointment
of Mr. Thomas Francis Mckeough (DIN 09510485), as
Director who was liable for retire by rotation.
INDEPENDENT DIRECTORS
The Independent Directors viz. Mr. L Ramkumar (DIN
00090089) Mrs. S M Vinodhini (DIN :08719578) have given
declarations that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''Listing Regulations'') and there has been
no change in the circumstances which may affect their status
as Independent Director during the year.
SECOND TERM OF INDEPENDENT DIRECTORS
Your Company had appointed Mrs. S M Vinodhini (DIN:
08719578) as an Independent Woman Director for a term
of five years with effect from April 1, 2020. As her first
term was set to expire on March 31, 2025, the Board of
Directors, based on the recommendation of the Nomination
and Remuneration Committee and after evaluating her
performance and fulfilment of the criteria for independence,
recommended her re-appointment for a second term of
five consecutive years commencing from April 1, 2025.
The members approved her re-appointment through a Postal
Ballot conducted on March 22, 2025.
Your Company had appointed Mr. L. Ramkumar (DIN:
00090089) as an Independent Director for a term of five years
with effect from July 30, 2020. As his current term is due to
expire on July 29, 2025, the Board of Directors, based on
the recommendation of the Nomination and Remuneration
Committee and after evaluating his performance and
fulfilment of the criteria for independence, recommends
his re-appointment for a second term of five consecutive
years commencing from July 30, 2025. The proposal for his
re-appointment forms part of the Notice of the 33rd Annual
General Meeting of the Company.
The details of familiarization programmes to Independent
Directors is put up on the website of the Company at
the link: http://www.igarashimotors.com/investor-list.
RETIREMENT BY ROTATION
Mr. Hemant M. Nerurkar (DIN: 00265887) was appointed as
a Director, liable to retire by rotation, pursuant to a Special
Resolution passed by the members at the 28th Annual
General Meeting held on September 17, 2020.
In accordance with the provisions of the Companies Act,
2013, Mr. Hemant M. Nerurkar is liable to retire by rotation
at the forthcoming 33rd Annual General Meeting and, being
eligible, has offered himself for re-appointment. The brief
profile and other relevant details of Mr. Nerurkar, as required
under the SEBI Listing Regulations, are provided in the Notice
convening the 33rd Annual General Meeting of the Company.
EVALUATION OF THE BOARDâS PERFORMANCE
In compliance with the provisions of the Companies Act,
2013 and Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company
has implemented a structured and comprehensive Policy for
the evaluation of the performance of Independent Directors,
the Board as a whole, its Committees, and individual Directors,
including both Executive and Non-Executive Directors.
For the financial year 2024-25, the Board carried out an
annual performance evaluation covering various aspects
such as the overall effectiveness of the Board, individual
contributions of Directors, and the functioning of its key
Committees â namely, the Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship
Committee, and the Risk Management & ESG Committee.
The evaluation process included a detailed questionnaire
completed by each Director, covering criteria such as
the Board''s composition, the discharge of duties and
responsibilities, quality and timeliness of information flow,
and the effectiveness of deliberations during meetings.
Further, individual performance assessments were conducted
through one-on-one discussions between each Director and
the Chairman of the Board. Directors were also encouraged
to provide feedback and suggestions to enhance the overall
effectiveness and governance practices of the Board and
its Committees.
NUMBER OF MEETINGS OF THE BOARD
During the year four Board Meetings were held on May 23,
2024, August 08, 2024, November 14, 2024, and February 11,
2025. The particulars of Directors, their attendance during the
financial year 2024-25 has been disclosed in the Corporate
Governance Report forming part of this Annual Report.
For details of the Committees of the Board, please refer to
the Corporate Governance Report.
AUDIT COMMITTEE
Your Company has an Audit Committee pursuant to the
requirements of the Act read with Rules framed thereunder
and SEBI (LODR) Regulations, 2015. The details are
relating to the same are given in the report on Corporate
Governance forming part of this Report. During FY 2024-25,
the recommendations of Audit Committee were duly
accepted by the Board.
DIRECTORSâ RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act, 2013
your directors, on the basis of information made available to
them, confirm the following:
a) In the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
Accounting Standards have been followed with
explanation relating to material departures, if any;
b) They have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
true and fair view of the state of affairs of the Company
as at March 31, 2025 and of the profit of the Company
for that period;
c) Proper care has been taken for maintenance of
adequate accounting for safe guarding the assets of the
Company and detecting fraud and other irregularities;
d) They have laid down Internal Financial Controls to be
followed by the Company and the Audit Committee of
the Board of Directors shall ensure that the internal
control is adequate and robust;
e) The annual accounts are prepared on a
going concern basis;
f) They have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.
DEMATERIALISATION OF SHARES
As of March 31, 2025, 99.71% of the Company''s paid-up
Equity Share Capital exists in dematerialized form, with the
remaining 0.29% in physical form. Your Company has issued
three reminders to all relevant shareholders, urging them to
convert their physical shares into dematerialized form.
The Company''s Registrars are Cameo Corporate Services
Limited, No.1, Subramanian Building, Club House Road,
Chennai 600002.
CREDIT RATING
During the year under view, CARE re-affirmed credit
ratings of CARE A for long term debt and CARE A1 for
short term debt.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION
The information required to be furnished pursuant to Section
134(3) (m) of the Companies Act, 2013, is appended hereto
and forms part of this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of expenditure and earnings in foreign currency
are given as an annexure to this Report.
PARTICULARS OF LOANS & INVESTMENTS BY
COMPANY
Details of loans and investments by the Company covered
under Section 186 of the Companies Act, 2013, form part of
the notes to the financial statements provided in this report.
RELATED PARTY TRANSACTIONS
All the related party transactions entered during the year were
in ordinary course of business and on arm''s length basis.
Your Company had taken shareholders approval for
material related party transactions with Igarashi Electric
Works Limited, Japan [IEWL] (''Promoter & Ultimate Holding
Company'') at the 32nd AGM held on August 09, 2024.
In view of above, the Audit Committee and Board recommend
continuing material related party transactions with IEWL
during the period from 33rd AGM to 34th AGM for approval of
shareholders as set out in the Notice of 33rd AGM.
Your Company''s Policy on Related Party Transactions which
can be accessed through weblink : http://www.igarashimotors.
com/investor-list.php?invescatid=18
Your Company presents a statement of all related party
transactions before the Audit Committee. Details of such
transactions are given in the accompanying financial
statements. Disclosure of Related Party transaction (include
details of the transactions with promoter/promoter group is
annexed with the report as per the format prescribed).
DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Company adopted Policy on Prevention, Prohibition and
Redressal of Sexual Harassment and Non-discrimination
at Work Place in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. A copy of Policy is made
available on the Company''s website.
All employees (permanent, contractual, temporary, trainees)
are covered under this policy. Your Company had arranged
external expert consultant trainings on Compliance of Policy
to all the employees and service providers. Your Company
also launched awareness campaigns on said Policy.
An Internal Complaints Committee (ICC) was set up to
redress complaints received regarding sexual harassment
and discrimination at work place.
During the year ended March 31, 2025, The number of
sexual harassment complaints received - Nil
The number of such complaints disposed - Nil
The number of cases pending for a period exceeding
ninety days - Nil
STATEMENT ON MATERITY BENEFIT COMPLIANCE
Your Company is in compliance with the provisions of the
Maternity Benefit Act, 1961 with the letter and spirit.
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013,
the Key Managerial Personnel of the Company are
Mr. R Chandrasekaran (DIN: 00012643), Managing
Director, Mr. S Vivekchandranth Chief Financial Officer
and Mr. P Dinakara Babu, Company Secretary (ICSI
Membership No. A14812).
During the year, there are no changes in the Key
Managerial Personnel.
AUDITORS
M/s. B S R & Co. LLP, Chartered Accountants (Firm
Registration No. 101248W/W-100022), were re-appointed
by the Shareholders at the 30th Annual General Meeting
held on August 10, 2022 as Statutory Auditors for a term
of five consecutive years (FY 2022-23 to FY 2026-27) to
hold office until conclusion of 35th Annual General Meeting.
The appointment is however, subject to ratification by
members at every Annual General Meeting in accordance
with Section 139 of the Companies Act, 2013 read with
applicable rules made thereunder.
Pursuant to the amendment to Section 139 of the Companies
Act, 2013 effective from May 07, 2018, ratification by
shareholders every year for the appointment of Statutory
Auditors is no longer required and accordingly, the Notice of
ensuing 33rd Annual General Meeting does not include the
proposal for seeking shareholders'' approval for ratification of
Statutory Auditors appointment.
M/s. B S R & Co. LLP, Chartered Accountants, has furnished
a certificate of their eligibility and consent under section 139
and 141 of the Companies Act 2013 and the Companies
(Audit and Auditors) Rules 2014 for their continuance as
the Auditors of the company for the financial year 2025-26.
In terms of the Listing Regulations, the Auditors have
confirmed that they hold a valid certificate issued by the Peer
Review Board of the ICAI.
AUDITORâS REPORT
No qualification, adverse remarks or disclaimer made by the
Statutory Auditors with regard to the financial statements for
the financial year 2024-25.
The Statutory Auditors of the Company have not reported
any fraud as specified under Section 143(12) of the
Companies Act, 2013.
There have been no instances of fraud reported by
abovementioned Auditors under Section 143(12) of the Act
and Rules framed thereunder either to the Company or to the
Central Government during FY 2024-25.
SECRETARIAL AUDITOR, SECRETARIAL AUDIT
REPORT & OTHER CERTIFICATES
Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed BP & Associates, Company
Secretaries to undertake the secretarial audit of the
Company for the year ended March 31,2025. Your Company
has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings
and Annual General Meetings.
The Secretarial Audit Report is given in Annexure to this
Report. The Report does not contain any qualification,
reservation or adverse remark or any disclaimer.
Pursuant to Regulation 24(A) of SEBI Listing Regulations,
the Company has obtained annual secretarial compliance
report from Mr. C Prabhakar, Partner, BP & Associates,
Company Secretaries (ICSI Membership No.: F11722; C.P
No. 11033) and the same will be submitted to the stock
exchanges within the prescribed time. The Secretarial
Compliance Report also does not contain any qualification,
reservation, adverse remark or any disclaimer.
As required under SEBI (LODR) Regulations, Your Company
has obtained a certificate from the Practising Company
Secretary that none of the Directors of the Board of the
Company have been debarred or disqualified from being
appointed or continuing as Directors by MCA/SEBI and other
Statutory Authorities. The said Certificate is forming part
of this Report.
In accordance with the provisions of Section 204 of the
Companies Act, 2013 and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors, at its meeting
held on May 22,2025, approved the appointment of BP &
Associates, Company Secretaries having Firm Registration
no. 5382 & Peer Review no. P2015TN040200, as the
Secretarial Auditor of the Company for a fixed term of five
financial years from FY 2025-26 to FY 2029-30 subject
to the approval of the shareholders at the ensuing 33rd
Annual General Meeting based on the written consent of
the Secretarial Auditors and confirmation to the effect that
they are eligible and not disqualified to be appointed as the
Auditors of the Company in the terms of the provisions of
the Listing Regulations, the Companies Act, 2013 and the
rules made thereunder.
In this regard, a Resolution for appointment is carried in
the Notice of the 33rd Annual General Meeting, which is
recommended by the Board for approval.
COST AUDIT & COST RECORDS
Pursuant to the provisions of Section 148(3) of the Act, the
Board of Directors had appointed M/s. B Y & Associates, Cost
Accountants (Firm Registration No: 003498) as Cost Auditors
of the Company, for conducting the audit of cost records of
domestic unit for the financial year ended March 31,2025.
The audit is in progress and the report will be filed with the
Ministry of Corporate Affairs within the prescribed period.
The members at the 32nd Annual General meeting held on
August 09,2024 approved ratification of remuneration of the
Cost Auditors for the financial year 2024-25.
The cost records as specified by the Central Government
under subsection (1) of Section 148 of the Companies Act,
2013 as required are maintained by the Company.
The Board of Directors based on the recommendation of the
Audit Committee, approved the re-appointment of M/s. B Y &
Associates, Cost Accountants (Firm Registration No: 003498)
as the Cost Auditors of the Company to conduct audit of the
cost records of the domestic operations of the Company for
the financial year 2025-26 Accordingly, the matter relating
to the ratification of the remuneration payable to the Cost
Auditors for the financial year 2025-26 will be placed at the
33rd AGM of the Company.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with
section 134(3) of the Act, the Annual Return as on
March 31,2025 is available on the Company''s website at http://
www.igarashimotors.com/investor-list.php?invescatid=17.
INTERNAL CONTROL SYSTEMS
The Company has adequate system of internal control
to safeguard and protect from loss, unauthorized use or
disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management.
Internal Audit is carried out in a programmed way and
follow up actions were taken for all audit observations.
Your Company''s Statutory Auditors have, in their report,
confirmed the adequacy of the internal control procedures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of Section 135 and Schedule VII of the Companies
Act, 2013, the Board of Directors of your Company has
constituted a CSR Committee. The CSR Committee
comprises of four members and the Chairman of Board is
heading the Committee. CSR Committee of the Board has
developed a CSR Policy. The CSR Committee met one time
during the year on May 23, 2024.The details are given in
Annexure to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
Management Discussion and Analysis Report of the Company
for year under review as required under Listing Regulations
is given as a separate Statement in the Annual Report.
DEVELOPMENT AND IMPLEMENTATION OF A
RISK MANAGEMENT POLICY
Your Company has adopted a Risk Management Policy
and constituted a Risk Management & ESG Committee for
monitoring the same. The Company has been addressing
various risks impacting the Company which is provided
elsewhere in this Annual Report in Management Discussion
and Analysis Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR)
As required under Regulation 34 (2) (f) of Listing
Regulations, the Business Responsibility & Sustainability
Report describing the initiatives taken by your Company
from an environmental, social and governance perspective,
in the prescribed format is available as a separate section
of the Annual Report. Company has taken initiative to
publish BRSR report for FY 2024-25 on Mandatory Basis in
view of Circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562
dated May 10, 2021 issued by the Securities and Exchange
Board of India (SEBI). The said report is also available on
the Company''s website at http://www.igarashimotors.com/
investor-list.php?invescatid=17.
REMUNERATION OF KEY MANAGERIAL
PERSONNEL
The information required pursuant to Section 197 read with
Rule 5 (1) of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of the
statement of particulars Appointment and Remuneration of
Key Managerial Personnel is forming part of this Report.
The remuneration paid to all Key Managerial Personnel
was in accordance with remuneration policy adopted
by the Company.
STATEMENT ON EMPLOYEE REMUNERATION
The information required pursuant to Section 136(1) of the
Companies Act, 2013, the Report of the Board of Directors is
being sent to all the shareholders of the Company excluding
statement prescribed under Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The Statement will be sent by e-mail to the
Shareholders, if such request is mailed to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS
There have been no significant and material orders passed
by the Regulators or Courts or Tribunals impacting the going
concern status and Company''s operations.
HUMAN RESOURCES
Your Company has 760 number of permanent employees on
the rolls of the Company as on March 31,2025. The Board of
Directors wishes to place on record their sincere appreciation
to all the employees of the Company for their dedication,
commitment and loyalty to the Company.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a certificate
from the Auditors of the Company regarding compliance
of the requirements of Corporate Governance pursuant to
Listing Regulations is annexed hereto.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has a vigil mechanism established Whistle
Blower Policy, as per the requirement of the Companies Act,
2013 and the Listing Regulations, to enable all employees and
the directors to report in good faith any violation of the Policy.
The Audit Committee of the Board oversees the functioning
of Whistle Blower Policy. Your Company has disclosed the
details of revised Whistle Blower policy on its website: http://
www.igarashimotors.com/investor-list.php?invescatid=18.
PREVENTION OF INSIDER TRADING
Your Company has adopted a code of conduct for
prevention of âInsider Tradingâ as mandated by the SEBI
and same is available on the website of the Company: http://
www.igarashimotors.com/investor-list.php?invescatid=18.
Your Company''s Audit Committee monitors implementation
of said Policy.
CODE OF CONDUCT
Your Company has laid down a Code of Conduct Policy
which can be accessed on the Company''s website: http://
www.igarashimotors.com/investor-list.php?invescatid=18
OTHER CONFIRMATIONS
There is no application/proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the
year under review.
LISTING
The shares of your Company continued to be listed at National
Stock Exchange Limited and BSE Limited. Listing fee has
already been paid for the financial year 2025-26.
33rd ANNUAL GENERAL MEETING THROUGH
VIDEO CONFERENCE
Pursuant to the General Circulars No. 09 / 2024 dated
September 19, 2024 issued by the Ministry of Corporate
Affairs, Government of India and the Securities and Exchange
Board of India''s Circular No. SEBI/HO/CFD/CFD-PoD-
2/P/CIR/2024/133 dated October 3, 2024 (âCircularsâ)
your Company made arrangement to conduct 33rd AGM
through Video Conference / Other Audio Visual Means for
which necessary information has been given separately in
Notice of 33rd AGM.
Also your Company will be complying with said Circulars by
sending 33rd Annual Report along with Annexures by way of
e-mail to the shareholders as such no physical copies shall
be distributed. Those Shareholders whose email IDs are not
registered, have to register their email ID with Registrar &
Share Transfer Agent (RTA) of the Company.
ACKNOWLEDGEMENT
The Board would like to express its appreciation for the
dedicated efforts of your Company''s employees, who
have achieved commendable results despite challenging
circumstances. Additionally, we extend our heartfelt
thanks to the relevant Government Authorities, Promoters,
Shareholders, Suppliers, Customers, and other valued
business associates for their unwavering support.
For and on behalf of the Board of Directors
Hemant M Nerurkar
Place: Vancouver, Canada Chairman
Date : May 22, 2025 DIN: 00265887
Mar 31, 2024
Your Directors have pleasure in presenting their Thirty Second Annual Report of your Company, together with the Audited Financial Statements for the year ended 31st March 2024.
FINANCIAL RESULTS
Your Company''s performance during the year as compared with that during the previous year is summarized below:
('' in lakhs)
|
Particulars |
2023-24 |
2022-23 |
|
Manufacturing Sales |
72,504 |
65,625 |
|
Add: Other Income |
162 |
801 |
|
Total Income |
72,667 |
66,426 |
|
Less: |
||
|
(i) Materials & Manufacturing Expenses |
48,294 |
43,618 |
|
(ii) Value Addition Cost |
18,077 |
17,182 |
|
Profit before Depreciation, Amortization |
6,296 |
5,626 |
|
Less: Depreciation & Amortization Expenses |
4,908 |
4,716 |
|
Profit before Tax |
1,388 |
910 |
OPERATIONS
Your Company''s Revenues for the year stood at '' 72,504 Lakhs as against '' 65,625 Lakhs for previous year despite of ongoing Global Geo-political tension, slower penetration of BLDC Ceiling Fans and increased marine transit time due to red-sea shipping crisis. Operating Profit before Depreciation & Amortization amounted to '' 6,296 Lakhs as against '' 5,626 Lakhs for previous year. Profit before Tax amounted to '' 1,388 Lakhs as against '' 910 Lakhs for previous year.
DIVIDEND
The Board, after considering holistically the relevant circumstances and keeping in view of the Company''s Dividend distribution policy, has decided to recommend '' 1/-per fully paid share (10%) on Face Value '' 10/- dividend for the year under review.
Your Company had adopted the Dividend Distribution Policy and the same was hosted on the website of the Company at: http://www.igarashimotors.com/uploads/investor/ pdf/14788383387IMIL-Dividend Distribution Policv.pdf
TRANSFER OF UNPAID & UNCLAIMED DIVIDEND AND UNCLAIMED SHARES TO IEPF
As per the provisions of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules'') all unclaimed dividends are required to be transferred by the Company to the IEPF after completion of 7 years. Further according to IEPF Rules, the shares on which dividend has not been claimed by the Shareholders for seven consecutive years or more shall be transferred to the demat account of IEPF Authority. The details relating to amount of dividend FY 2015-16 (Final) transferred to IEPF and such shares on which dividends were un-claimed for seven years consecutive years are available on the website of the Company at http://www.igarashimotors. com/investor-list.php?invescatid=22
RESERVES
The Reserves at the end of the year March 31, 2024 is at '' 41,551/- Lakhs as against the Total Reserves of '' 40,806 Lakhs as at March 31, 2023.
Your Company does not propose to transfer any amount to the general reserve.
MATERIAL CHANGES
No material changes or commitments have occurred between the end of the Financial Year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.
DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES
Your Company has no Subsidiary/ Associate / Joint Venture Companies as on March 31, 2024. Report under Form AOC-1 is annexed to this report.
DEPOSITS
During the year under review, your Company has not invited or accepted any deposit within the meaning of provisions of Chapter V of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31,2024.
PAID-UP SHARE CAPITAL
Your Company''s Paid-up equity share capital is '' 3,147.50 Lakhs as on March 31, 2024.
DIRECTORS
During the year under report, the members of your Company in 31st Annual General Meeting confirmed the re-appointment of Mr. Haruo Igarashi (DIN 08587832), as Director who was liable for retire by rotation.
INDEPENDENT DIRECTORS
The Independent Directors viz. Mr. L Ramkumar (DIN 00090089) Mrs. S M Vinodhini (DIN 08719578) have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and there has been no change in the circumstances which may affect their status as Independent Director during the year.
The details of familiarization programs to Independent Directors is put up on the website of the Company at the link: http://www.igarashimotors.com/investor-list.
RETIREMENT BY ROTATION
Mr. Thomas Francis Mckeough (DIN 09510485) Director retires by rotation at forthcoming 32nd Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume and other details as required under the
Listing Regulations are provided in the Notice of the 32nd Annual General Meeting of the Company.
EVALUATION OF THE BOARDâS PERFORMANCE
Your Company has established a comprehensive Policy for evaluating the performance of Independent Directors, the Board, Committees and individual Directors. This policy encompasses criteria for assessing both non-executive and executive directors. In accordance with the Companies Act, 2013, and Regulation 25 of the Listing Regulations, the Board conducted an annual performance evaluation for the fiscal year 2023-24. This evaluation covered the Board''s performance as a whole, individual directors, and the functioning of its Audit, Nomination & Remuneration, Stakeholder Committee, and Risk Management & ESG Committee.
Each Board member completed a questionnaire, providing feedback on various aspects such as composition, execution of duties, quality and timeliness of information flow, and meeting deliberations. Additionally, individual directors participated in one-on-one meetings with the Board Chairman for self-assessment and peer evaluation. Furthermore, directors were invited to share their valuable feedback and suggestions on the overall functioning of the Board and its committees.
NUMBER OF MEETINGS OF THE BOARD
During the year four Board Meetings were held on May 25,
2023, August 09, 2023, November 10, 2023, and February 09,
2024. The particulars of Directors, their attendance during the financial year 2023-24 has been disclosed in the Corporate Governance Report forming part of this Annual Report.
For details of the Committees of the Board, please refer to the Corporate Governance Report.
AUDIT COMMITTEE
Your Company has an Audit Committee pursuant to the requirements of the Act read with Rules framed thereunder and SEBI (LODR) Regulations, 2015. The details are relating to the same are given in the report on Corporate Governance forming part of this Report. During FY 2023-24, the recommendations of Audit Committee were duly accepted by the Board.
DIRECTORSâ RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act, 2013 your directors, on the basis of information made available to them, confirm the following:
a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable
Accounting Standards have been followed with explanation relating to material departures, if any;
b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period;
c) Proper care has been taken for maintenance of adequate accounting for safe guarding the assets of the Company and detecting fraud and other irregularities;
d) They have laid down Internal Financial Controls to be followed by the Company and the Audit Committee of the Board of Directors shall ensure that the internal control is adequate and robust;
e) The annual accounts are prepared on a going concern basis;
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DEMATERIALISATION OF SHARES
As of March 31, 2024, 99.68% of the Company''s paid-up Equity Share Capital exists in dematerialized form, with the remaining 0.32% in physical form. Your Company has issued three reminders to all relevant shareholders, urging them to convert their physical shares into dematerialized form.
The Company''s Registrars are Cameo Corporate Services Limited, No.1, Subramanian Building, Club House Road, Chennai 600002.
CREDIT RATING
During the year under view, CARE re-affirmed credit ratings of CARE A for long term debt and CARE A1 for short term debt.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 134(3) (m) of the Companies Act, 2013, is appended hereto and forms part of this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of expenditure and earnings in foreign currency are given as an annexure to this Report.
PARTICULARS OF LOANS & INVESTMENTS BY COMPANY
Details of loans and investments by the Company covered under Section 186 of the Companies Act, 2013, form part of the notes to the financial statements provided in this report.
RELATED PARTY TRANSACTIONS
All the related party transactions entered during the year were in ordinary course of business and on arm''s length basis.
Your Company had taken shareholders approval for material related party transactions with Igarashi Electric Works Limited, Japan [IEWL] (''Promoter & Ultimate Holding Company'') at the 31st AGM held on August 09, 2023.
In view of above, the Audit Committee and Board recommend continuing material related party transactions with IEWL during the period from 32nd AGM to 33rd AGM for approval of shareholders as set out in the Notice of 32nd AGM.
Your Company''s Policy on Related Party Transactions which can be accessed through weblink : http://www.igarashimotors. com/investor-list.php?invescatid=18
Your Company presents a statement of all related party transactions before the Audit Committee. Details of such transactions are given in the accompanying financial statements. Disclosure of Related Party transaction (include details of the transactions with promoter/promoter group is annexed with the report as per the format prescribed).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company adopted Policy on Prevention, Prohibition and Redressal of Sexual Harassment and Non-discrimination at Work Place in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A copy of Policy is made available on the Company''s website.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Company had arranged external expert consultant trainings on Compliance of Policy to all the employees and service providers. Your Company also launched awareness campaigns on said Policy.
An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination at work place.
During the year ended March 31, 2024, the ICC has received no complaints pertaining to sexual harassment / discrimination at work place.
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. R Chandrasekaran (DIN: 00012643), Managing Director, Mr. S Vivekchandranth Chief Financial Officer and Mr. P Dinakara Babu, Company Secretary (ICSI Membership No. A14812).
During the year, there are no changes in the Key Managerial Personnel.
AUDITORS
M/s. B S R & Co LL.P, Chartered Accountants (Firm Registration No. 101248W/W-100022), were appointed by the Shareholders at the 30th Annual General Meeting held on August 10, 2022 as Statutory Auditors for a term of five consecutive years (FY 2022-23 to FY 2026-27) to hold office until conclusion of 35th Annual General Meeting. The appointment is however, subject to ratification by members at every Annual General Meeting in accordance with Section 139 of the Companies Act, 2013 read with applicable rules made thereunder.
Pursuant to the amendment to Section 139 of the Companies Act, 2013 effective from May 07, 2018, ratification by shareholders every year for the appointment of Statutory Auditors is no longer required and accordingly, the Notice of ensuing 32nd Annual General Meeting does not include the proposal for seeking shareholders'' approval for ratification of Statutory Auditors appointment.
M/s. B S R & Co LL.P, Chartered Accountants, has furnished a certificate of their eligibility and consent under section 139 and 141 of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of the company for the financial year 2024-25. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.
AUDITORâS REPORT
No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for the financial year 2023-24.
The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
There have been no instances of fraud reported by above mentioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during FY 2023-24.
SECRETARIAL AUDITOR, SECRETARIAL AUDIT REPORT & OTHER CERTIFICATES
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. C Prabhakar, Partner, BP & Associates, Company Secretaries (ICSI Membership No.: F11722; C.P No. 11033) to undertake the secretarial audit of the Company for the year ended March 31, 2024. Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.
The Secretarial Audit Report is given in Annexure to this Report. The Report does not contain any qualification, reservation or adverse remark or any disclaimer.
Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained annual secretarial compliance report from Mr. C Prabhakar, Partner, BP & Associates, Company Secretaries (ICSI Membership No.: F11722; C.P No. 11033) and the same will be submitted to the stock exchanges within the prescribed time. The Secretarial Compliance Report also does not contain any qualification, reservation, adverse remark or any disclaimer.
As required under SEBI (LODR) Regulations, Your Company has obtained a certificate from the Practising Company Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors by MCA/ Statutory Authorities. The said Certificate is forming part of this Report.
COST AUDIT & COST RECORDS
Pursuant to the provisions of Section 148(3) of the Act, the Board of Directors had appointed M/s. B Y & Associates, Cost Accountants (Firm Registration No: 003498) as Cost Auditors of the Company, for conducting the audit of cost records of domestic unit for the financial year ended March 31, 2024.
The audit is in progress and the report will be filed with the Ministry of Corporate Affairs within the prescribed period.
The cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013 as required are maintained by the Company.
The Board of Directors based on the recommendation of the Audit Committee, approved the re-appointment of M/s. B Y & Associates, Cost Accountants (Firm Registration No: 003498) as the Cost Auditors of the Company to conduct audit of the cost records of the domestic operations of the Company for the financial year 2024-25. Accordingly, the matter relating to the ratification of the remuneration payable to the Cost Auditors for the financial year 2024-25 is placed at the 32nd AGM of the Company.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with section 134(3) of the Act, the Annual Return as on March 31,2024 is available on the Company''s website at http:// www.igarashimotors.com/investor-list.php?invescatid=17.
INTERNAL CONTROL SYSTEMS
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management.
Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The CSR Committee comprises of four members and the Chairman of Board is heading the Committee. CSR Committee of the Board has developed a CSR Policy. The CSR Committee met one time during the year on May 25, 2023.The details of role and functioning of the Committee are given in Annexure to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of the Company for year under review as required under Regulation 17 of Listing Regulations is given as a separate Statement in the Annual Report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
Your Company has adopted a Risk Management & ESG Policy and constituted a Risk Management & ESG Committee for monitoring the same. The Company has been addressing various risks impacting the Company which is provided
elsewhere in this Annual Report in Management Discussion and Analysis Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
As required under Regulation 34 (2) (f) of Listing Regulations, the Business Responsibility & Sustainability Report describing the initiatives taken by your Company from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report. Company has taken initiative to publish BRSR report for FY 2023-24 on Mandatory Basis in view of Circular no. SEBI/ HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued by the Securities and Exchange Board of India (SEBI). The said report is also available on the Company''s website at http:// www.igarashimotors.com/investor-list.php?invescatid=17.
REMUNERATION OF KEY MANAGERIAL PERSONNEL
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the statement of particulars Appointment and Remuneration of Key Managerial Personnel is forming part of this Report.
The remuneration paid to all Key Managerial Personnel was in accordance with remuneration policy adopted by the Company.
STATEMENT ON EMPLOYEE REMUNERATION
The information required pursuant to Section 136(1) of the Companies Act, 2013, the Report of the Board of Directors is being sent to all the shareholders of the Company excluding statement prescribed under Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Statement will be sent by e-mail to the Shareholders, if such request is mailed to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations.
HUMAN RESOURCES
Your Company has 675 number of permanent employees on the rolls of the Company as on March 31,2024. The Board of Directors wishes to place on record their sincere appreciation to all the employees of the Company for their dedication, commitment and loyalty to the Company.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirements of Corporate Governance pursuant to Listing Regulations is annexed hereto.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has a vigil mechanism established Whistle Blower Policy, as per the requirement of the Companies Act, 2013 and the Listing Regulations, to enable all employees and the directors to report in good faith any violation of the Policy. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. Your Company has disclosed the details of revised Whistle Blower policy on its website: http:// www.igarashimotors.com/investor-list.php?invescatid=18
PREVENTION OF INSIDER TRADING
Your Company has adopted a code of conduct for prevention of âInsider Tradingâ as mandated by the SEBI and same is available on the website of the Company: http:// www.igarashimotors.com/investor-list.php?invescatid=18. Your Company''s Audit Committee monitors implementation of said Policy.
CODE OF CONDUCT
Your Company has laid down a Code of Conduct Policy which can be accessed on the Company''s website: http:// www.igarashimotors.com/investor-list.php?invescatid=18
OTHER CONFIRMATIONS
There is no application/proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.
LISTING
The shares of your Company continued to be listed at National Stock Exchange Limited and Bombay Stock Exchange Limited. Listing fee has already been paid for the financial year 2024-25.
32nd ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE
Pursuant to the General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (MCA) and Circular SEBI/HO/CFD/CFD-PoD- 2/P/ CIR/2023/167 dated October 7, 2023 issued by SEBI, your Company made arrangement to conduct 32nd AGM through Video Conference / Other Audio Visual Means for which necessary information has been given separately in Notice of 32nd AGM.
Also your Company will be complying with said Circulars by sending 32nd Annual Report along with Annexures by way of e-mail to the shareholders as such no physical copies shall be distributed. Those Shareholders whose email IDs are not registered, have to register their email ID with Registrar & Share Transfer Agent (RTA) of the Company.
ACKNOWLEDGEMENT
The Board would like to express its appreciation for the dedicated efforts of your Company''s employees, who have achieved commendable results despite challenging circumstances. Additionally, we extend our heartfelt thanks to the relevant Government Authorities, Promoters, Shareholders, Suppliers, Customers, and other valued business associates for their unwavering support.
For and on behalf of the Board of Directors
Hemant M Nerurkar
Chairman DIN: 00265887
Place: Chennai Date : May 23, 2024
Mar 31, 2022
Your Directors have pleasure in presenting their Thirtieth Annual Report of your Company, together with the Audited Accounts for the year ended 31st March 2022.
Your Company''s performance during the year as compared with that during the previous year is summarized below:
|
(?.in Lakhs) |
||
|
Particulars |
2021-22 |
2020-21 |
|
Manufacturing Sales |
55,640 |
53,286 |
|
Add: Other Income |
693.30 |
953 |
|
Total Income |
56,334 |
54,239 |
|
Less: |
||
|
(i) Materials & Manufacturing Expenses |
36,818 |
32,030 |
|
(ii) Value Addition Cost |
14,837 |
14,495 |
|
Profit before Depreciation, Amortization |
4,679 |
7,713 |
|
Less: Depreciation & Amortization Expenses |
4,447 |
4,468 |
|
Profit before Tax |
231 |
3,244 |
Your Company''s Revenues for the year stood at ? 55,606 Lakhs as against ? 53,286 Lakhs for previous year in spite of operations impacted due to third wave Covid-19 restrictions during first half, logistics issues, OEMs temporary suspension of schedules and semiconductor chip shortages. Operating Profit before Depreciation & Amortization amounted to ? 4,679 Lakhs as against ? 7,713 Lakhs for previous year. Profit before Tax amounted to ? 231 Lakhs as against ? 3,244 Lakhs for previous year.
The Board, after considering holistically the relevant circumstances and keeping in view of the Company''s Dividend distribution policy, has decided that it would be prudent, not to recommend any dividend for the year under review.
Your Company had adopted the Dividend Distribution Policy and the same was hosted on the website of the Company at: http://www.igarashimotors.com/uploads/investor/ pdf/14788383387IMIL-Dividend Distribution Policy.pdf
TRANSFER OF UNPAID & UNCLAIMED DIVIDEND AND UNCLAIMED SHARES TO IEPF
As per the provisions of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules'') all unclaimed dividends are required to be transferred by the Company to the IEPF after completion of 7 years. Further according to IEPF Rules, the shares on which dividend has not been claimed by the Shareholders for seven consecutive years or more shall be transferred to the demat account of IEPF Authority. The details relating to amount of dividend FY2013-14 (Final) transferred to IEPF and such shares on which dividends were un-claimed for seven years consecutive years are available on the website of the Company at http://www.igarashimotors.com/ investor-list.php?invescatid=22
The Reserves at the end of the year 31st March, 2022 is at ? 43,828 Lakhs as against the Total Reserves of ? 43,932 Lakhs as at 31st March 2021.
Your Company does not propose to transfer any amount to the general reserve.
No material changes or commitments have occurred between the end of the Financial Year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.
DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES
Your Company has no Subsidiary/ Associate / Joint Venture Companies as on March 31, 2022. Report under Form AOC-1 is annexed to this report.
During the year under review, your Company has not invited or accepted any deposits from the public under Section 76 of the Companies Act, 2013 and Rules made there under.
At 25th Annual General Meeting held on August 02, 2017, the Shareholders approved Employee Stock Option Scheme (''The Igarashi Motors Employees Stock Option Scheme 2017'') covering 6,00,000 equity shares. There have been no material changes to the Scheme during the year under review. The relevant disclosures pursuant to Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 is forming part of Annual report.
Your Company had received a certificate from the Statutory Auditors of the Company that ESOP Scheme 2017 was implemented in accordance with Regulation 13 of the SEBI (Share Based Employee Benefits) Regulations, 2014 and the resolution(s) passed by the Members of the Company. The certificate is made available for inspection by Members of the Company.
Your Company''s Paid-up equity share capital is ?. 3,147.50 Lakhs as on March 31, 2022.
During the year under report, the members of your Company in 29th Annual General Meeting confirmed the re-appointment of Mrs. Eva Maria Rosa Schork (DIN 07159550) as Director who was liable for retire by rotation.
During the year under report and till date of this report :
a) Mr. Keiichi Igarashi (DIN 00356779) resigned as Non-Independent, Non-Executive Director from May 24, 2022 after successful association with the Company over 19 years due to his Igarashi Group Global activities and succession plan.
b) Mrs. Eva Maria Rosa Schork (DIN 07159550) resigned as Non-Independent, Non-Executive Director from May 24, 2022 after successful association with the Company over 6 years, due to her professional & personal commitments.
Your Directors express their appreciation of the contributions made by Mr. Keiichi Igarashi and Mrs. Eva Maria Rosa Schork during their tenure as Director.
The Board of Directors, based on Nomination & Remuneration Committee recommendation, at their meeting held on May 23, 2022 had appointed Mr. Haruo Igarashi (DIN 08587832) and Mr. Thomas Francis Mckeough (DIN 09510485) as Additional Directors (Non-Executive, Non Independent) on the Board of the Company up to the date of 30th Annual General Meeting (AGM) i.e August 10, 2022 subject to the approval of shareholders. Your Company has, in terms of Section 160(1) of the Act, received in writing proposing candidature of Mr. Haruo Igarashi (DIN 08587832) and Mr. Thomas Francis Mckeough (DIN: 09510485) for the office of Director, liable to retire by rotation.
The Independent Directors viz. Mr. L Ramkumar (DIN 00090089) Mrs. S M Vinodhini (DIN 08719578) have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and there has been no change in the circumstances which may affect their status as Independent Director during the year.
The details of familiarization programmes to Independent Directors is put up on the website of the Company at the link: http://www.igarashimotors.com/investor-list.
Mr. Hemant M Nerurkar (DIN 00265887) Director retires by rotation at forthcoming 30th Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume and other details as required under the Listing Regulations are provided in the Notice of the 30th Annual General Meeting of the Company.
EVALUATION OF THE BOARDâS PERFORMANCE
Your Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. Pursuant to the provisions of Companies Act, 2013 and Regulation 25 of the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Committee for the financial year 2021-22. Each Board member completed a questionnaire providing feedback on the functioning and overall engagement of
the Board and its committees on various parameters such as the composition, execution of specific duties, quality, quantity and timelines of flow of information, deliberations at the meeting etc.,. Besides this, one -on-one meeting of the individual directors with the Chairman of the Board was also conducted as a part of self-appraisal and peer group evaluation. The Directors were also asked to provide their valuable feedback and suggestions about the over all functioning of the Board and its committees.
NUMBER OF MEETINGS OF THE BOARD
During the year Four Board Meetings were held on May 25,
2021, August 09, 2021, November 10, 2021 and February 09,
2022. The particulars of Directors, their attendance during the financial year 2021-2022 has been disclosed in the Corporate Governance Report forming part of this Annual Report.
For details of the Committees of the Board, please refer to the Corporate Governance Report.
Your Company has an Audit Committee pursuant to the requirements of the Act read with Rules framed thereunder and SEBI (LODR) Regulations, 2015. The details are relating to the same are given in the report on Corporate Governance forming part of this Report. During FY2021-22, the recommendations of Audit Committee were duly accepted by the Board.
DIRECTORSâ RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act, 2013 your directors, on the basis of information made available to them, confirm the following:
a) In the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable Accounting Standards have been followed with explanation relating to material departures, if any;
b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for that period;
c) Proper care has been taken for maintenance of adequate accounting for safe guarding the assets of the Company and detecting fraud and other irregularities;
d) They have laid down Internal Financial Controls to be followed by the Company and the Audit Committee of the Board of Directors shall ensure that the internal control is adequate and robust;
e) The annual accounts are prepared on a going concern basis;
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
99.58% of the Company''s paid up Equity Share Capital is in dematerialized form as on March 31, 2022 and balance 0.42% is in physical form. Your Company has already sent three reminders to all concerned shareholders advising them to convert physical shares into demat form. The Company''s Registrars are Cameo Corporate Services Limited, No.1, Subramanian Building, Club House Road, Chennai 600 002.
During the year under review, CARE re-affirmed credit ratings of CARE A for long term debt and CARE A1 for short term debt.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 134(3) (m) of the Companies Act, 2013, is appended hereto and forms part of this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of expenditure and earnings in foreign currency are given as an annexure to this Report.
PARTICULARS OF LOANS & INVESTMENTS BY COMPANY
Details of loans and investments by the Company covered under Section 186 of the Companies Act, 2013, form part of the notes to the financial statements provided in this report.
All the related party transactions entered during the year were in ordinary course of business and on arm''s length basis. Your Company obtained shareholders'' approval by way of Postal Ballots on February 10, 2018 & November 06, 2019 and also at 28th AGM held on September 17, 2020 for material related party transactions though such transactions being entered during ordinary course of business and on arm''s length basis as required under Listing Regulations.
SEBI vide its circular dated March 30, 2022 has clarified that a related party transaction approved by the Audit Committee prior to April 01, 2022 which continues beyond this date and becomes material as per the revised materiality threshold shall be placed before the shareholders at the first general meeting being held after April 01, 2022.
In view of above, the Audit Committee and Board recommend continuing material related party transactions beyond
April 01, 2022 for approval of shareholders as set out in the Notice of 30th AGM.
Your Company''s Policy on Related Party Transactions which can be accessed through weblink : http://www.igarashimotors. com/investor-list.php?invescatid=18
Your Company presents a statement of all related party transactions before the Audit Committee. Details of such transactions are given in the accompanying financial statements. Disclosure of Related Party transaction (include details of the transactions with promoter/promoter group is annexed with the report as per the format prescribed).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company adopted Policy on Prevention, Prohibition and Redressal of Sexual Harassment and Non-discrimination at Work Place in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. A copy of Policy is made available on the Company''s website.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Company had arranged external expert consultant trainings on Compliance of Policy to all the employees and service providers. Your Company also launched awareness campaigns on said Policy.
An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination at work place.
During the year ended March 31, 2022, the ICC has received no complaints pertaining to sexual harassment / discrimination at work place.
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. R Chandrasekaran (DIN :00012643), Managing Director, Mr. S Vivekchandranath, Chief Financial Officer and Mr. P Dinakara Babu, Company Secretary (ICSI Membership No. A14812).
During the year, there are no changes in the Key Managerial Personnel.
AUDITORS
M/s. B S R & Co LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), were appointed by the Shareholders at the 25th Annual General Meeting held on August 02, 2017 as Statutory Auditors for a term of five consecutive years (FY2017-18 to FY2021-22) to hold office until conclusion of 30th Annual General Meeting.
M/s. B S R & Co. LLP [B S R] are due to retire at the ensuing 30th Annual General Meeting of the Company. B S R has confirmed that they are eligible to be re-appointed in accordance with the provisions of the Act and Rules made thereunder. The Board of Directors, upon the recommendation of the Audit Committee, propose re-appointment of B S R for a second term of 5 years (FY2022-23 to FY 2026-27), to the shareholders for their approval. Resolution seeking your approval forms part of the Notice convening the Annual General Meeting.
In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.
AUDITORâS REPORT
No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for the financial year 2021-22.
The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
There have been no instances of fraud reported by abovementioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during FY 2021-22.
SECRETARIAL AUDITOR , SECRETARIAL AUDIT REPORT & OTHER CERTIFICATES
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. C Prabhakar, Partner, BP & Associates, Company Secretaries (ICSI Membership No.: F11722; C.P No. 11033) to undertake the secretarial audit of the Company for the year ended March 31,2022. Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.
The Secretarial Audit Report is given in Annexure to this Report. The Report does not contain any qualification, reservation or adverse remark.
Also the Secretarial Audit Report issued under Regulation 24A of SEBI (LODR) Regulations is given in Annexure to this Report.
As required under SEBI (LODR) Regulations, Your Company has obtained a certificate from the Practising Company Secretary that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors by MCA/ Statutory Authorities. The said Certificate is forming part of this Report.
As your Company has Special Economic Zone Unit in MEPZ-SEZ, Chennai and having major revenue from exports, appointment of Cost Auditor is exempted under Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 for the financial ended March 31,2022. Your Company has been maintaining such accounts and cost records as required under the Rules.
The Board of Directors based on the recommendation of the Audit Committee, approved the appointment of M/s. B Y & Associates, Cost Accountants (Firm Registration No: 003498) as the Cost Auditors of the Company to conduct audit of the cost records of the domestic operations of the Company for the financial year 2022-23. Accordingly, the matter relating to the ratification of the remuneration payable to the Cost Auditors for the financial year 2022-23, will be placed at the 30th AGM of the Company.
Pursuant to the provisions of Section 92(3) read with section 134(3) of the Act, the Annual Return as on March 31, 2022 is available on the Companies website at http://www.igarashimotors.com/investor-list. php?invescatid=17.
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management.
Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The CSR Committee comprises of four members and the Chairman of Board is heading the Committee. The CSR Committee of the Board has developed a CSR Policy. The CSR Committee met one time during the year on May 25, 2021.The details of role and functioning of the Committee are given in Annexure to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of the Company for year under review as required under Regulation
17 of Listing Regulations is given as a separate Statement in the Annual Report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
Your Company has adopted a Risk Management Policy and constituted a Risk Management Committee for monitoring the same. The Company has been addressing various risks impacting the Company which is provided elsewhere in this Annual Report in Management Discussion and Analysis Report.
BUSINESS RESPONSIBILITY REPORT (BRR)
As required under Regulation 34(2)(f) of Listing Regulations, your Company has provided BRR for the year ended March 31, 2022 as Annexure to this report.
REMUNERATION OF KEY MANAGERIAL PERSONNEL
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the statement of particulars Appointment and Remuneration of Key Managerial Personnel is forming part of this Report.
The remuneration paid to all Key Managerial Personnel was in accordance with remuneration policy adopted by the Company.
STATEMENT ON EMPLOYEE REMUNERATION
The information required pursuant to Section 136(1) of the Companies Act, 2013, the Report of the Board of Directors is being sent to all the shareholders of the Company excluding statement prescribed under Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Statement will be sent by e-mail to the Shareholders, if such request is mailed to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations.
Your Company has 648 number of permanent employees on the rolls of the Company as on March 31,2022. The Board of Directors wishes to place on record their sincere appreciation to all the employees of the Company for their dedication, commitment and loyalty to the Company.
A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirements of Corporate Governance pursuant to Listing Regulations is annexed hereto.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has a vigil mechanism established Whistle Blower Policy, as per the requirement of the Companies Act, 2013 and the Listing Regulations, to enable all employees and the directors to report in good faith any violation of the Policy. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. Your Company has disclosed the details of Whistle Blower policy on its website: http://www. igarashimotors.com/investor-list. php?invescatid=18
Your Company has adopted a code of conduct for prevention of âInsider Tradingâ as mandated by the SEBI and same is available on the website of the Company: http://www.igarashimotors.com/investor-list. php?invescatid=18. Your Company''s Audit Committee monitors implementation of said Policy.
Your Company has laid down a Code of Conduct Policy which can be accessed on the Company''s website: http://www. igarashimotors.com/investor-list. php?invescatid=18
The shares of your Company continued to be listed at National Stock Exchange Limited and Bombay Stock Exchange Limited. Listing fee has already been paid for the financial year 2021-22.
30th annual general meeting through
VIDEO CONFERENCE
As per Ministry of Corporate Affairs Circular Nos. 14/2020 dated April 08,2020, 17/2020 dated 13th April,2020, 20/2020 dated May 05,2020, 02/2021, dated January 13,2021, 21/2021 dated 14 December 2021, 17/57/2021-CL-MCA dated May 05,2022 regarding Pandemic and relaxations (e.g VC, no physical report) thereon, your Company made arrangement to conduct 30th AGM through Video Conference / Other Audio Visual Means for which necessary information has been given separately in Notice of 30th AGM.
Also your Company will be complying with said Circulars by sending 30th Annual Report along with Annexures by way of e-mail to the shareholders as such no physical copies shall be distributed. Those Shareholders whose email IDs are not registered, have to register their email ID with Registrar & Share Transfer Agent (RTA) of the Company.
ACKNOWLEDGEMENT
The Board wishes to place on record its sincere appreciation of the efforts put-in by your Company''s employees for achieving encouraging results under difficult conditions. The Board also wishes to thank for the continued support of the relevant Government Authorities, Promoters, Shareholders, Suppliers, Customers, and other business associates, for their strong support.
For and on behalf of the Board of Directors
Hemant M Nerurkar
Place: Mumbai Chairman
Date: May 23,2022 DIN: 00265887
Mar 31, 2018
To
The Shareholders,
The Directors have pleasure in presenting their Twenty Sixth Annual Report of your Company, together with the Audited Accounts for the year ended 31st March 2018.
FINANCIAL RESULTS
Your Companyâs performance during the year as compared with that during the previous year is summarized below: (Rs, in Lakhs)
|
Particulars |
2017-18* |
2016-17* |
|
Manufacturing Sales |
45,844.18 |
51,644.27 |
|
Add: Other Income |
2,647.85 |
1,708.16 |
|
Total Income |
48,492.03 |
53,352.43 |
|
Less: |
||
|
(i) Cost of Materials Consumed & Changes in inventory |
26,506.47 |
29,961.71 |
|
(ii) Value Addition Cost |
9,307.91 |
9,829.31 |
|
Profit before Depreciation, Amortization |
12,677.65 |
13,561.41 |
|
Less: |
||
|
Depreciation & Amortization Expenses |
2,465.95 |
2,203.08 |
|
Profit before Tax |
10,211.70 |
11,358.33 |
*Figures for the financial years beginning from FY 2016-17 are in line with Ind AS OPERATIONS
Your Company''s Revenues for the year stood at Rs, 45,844.18 Lakhs as against Rs, 51,644.27 Lakhs for previous year. Operating Profit before Depreciation & Amortization amounted to Rs, 12,677.65 Lakhs as against Rs, 13,561.41 Lakhs for previous year. Profit before Tax amounted to Rs, 10,211.70 Lakhs as against Rs, 11,358.33 Lakhs for previous year. During the year, your Company acquired additional space of four plots on lease from MEPZ-SEZ for setting up of manufacturing lines and warehouse & logistics operations.
DIVIDEND
Your Company had adopted the Dividend Distribution Policy and the same was hosted on the website of the Company at: http://www.igarashimotors.com/uploads/investor/pdf/14788383387IMIL-Dividend_Distribution Policy.pdf.
In line with the said Policy, your Directors are pleased to recommend a dividend of Rs, 6/- per Equity Share on Face value of Rs, 10/- each for the year ended March 31, 2018.
The Board has not recommended any transfer to general reserve from the profits of the year under review.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)
During
the year, there are no unclaimed dividends which have to transfer to IEPF by the Company.
RESERVES
The Reserves at the end of the year 31st March, 2018 is at '' 38,045.85 Lakhs as against the Total Reserves of '' 33,455.92 Lakhs as at 31st March 2017.
MATERIAL CHANGES
No material changes or commitments have occurred between the end of the Financial Year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.
INDIAN ACCOUNTING STANDARDS
Pursuant to The Companies (Indian Accounting Standards) Rules, 2015, your Company has to comply with Indian Accounting Standards (IndAS) from April 01, 2017. Accordingly, the financial statements of the Company for the financial year 2017-18 have been prepared as per IndAS.
OPEN OFFER
On April 28, 2017, Mr. P Mukund and Igarashi Motors Sales Pvt Ltd. (âIMSPLâ) collectively acquired 34.04% stake in Agile Electric Sub Assembly Private Limited [AESPL] (Holding Company). Consequently, Mr. P Mukund along with Persons Acting in Concert viz., AESPL and IMSPL issued Open Offer for acquiring 7,958,196 equity shares (26.00%) at a price of '' 809.96/- per share to the shareholders of the Company. AESPL acquired 649,955 equity shares tendered in open offer for a consideration of '' 526,437,551.80/- on April 17, 2018. Consequently, the Promoters & Promoter Group holding increased to 77.12% from 75.00%. Your promoters are taking adequate steps to maintain minimum public shareholding within the permitted time frame under relevant SEBI Regulations.
AMALGAMATION
On May 27, 2017, the Board of Directors of the Company, has approved the Scheme of Arrangement (âSchemeâ), under the provisions of the Companies Act, 2013 providing amalgamation of Agile Electric Sub Assembly Private Limited (âAESPLâ) with the Company. The Board of Directors also approved issue of bonus equity shares only to the public shareholders of the Company pursuant to the Scheme in the interest of the public shareholders and to ensure compliance of minimum public shareholding post the merger. The Scheme is subject to approval of shareholders, the National Company Law Tribunal and other regulatory and necessary approvals. The record date for the issue of bonus shares, which will be an integral part of the Merger Scheme, will be fixed only post the necessary approvals are obtained. Further, based on the inputs received from NSE in determining the ârelevant dateâ for valuation, the Board of Directors have approved, the revised share exchange ratio of 35 fully paid up equity shares of the face value of Rs, 10/- each of the Target Company to be issued for every 128 equity shares of Rs, 10/- each held by the equity shareholders of AESPL in their meeting held on August 02, 2017. On May 09, 2018, NSE and BSE have issued observation letters informing No Objection to file draft Scheme with National Company Law Tribunal (âNCLTâ). Your Company is taking steps to submit application with NCLT for approval.
All documents including draft scheme, valuation report and Observation letters have been put up on the website of the Company at the link: http://www.igarashimotors.com/investor-list.php?invescatid=26.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Your Company has no Subsidiary/ Associate Companies as on March 31, 2018. As such report under Form AOC-1 is annexed hereto.
Your Company holding 9.20% stake in Bosch Electrical Drives India Private Limited.
DEPOSITS
During the year under review, your Company has not invited or accepted any deposits from the public under Section 76 of the Companies Act, 2013 and Rules made there under.
EMPLOYEE STOCK OPTION SCHEME
Your Company has launched Employees Stock Option Plan i.e., Employees Stock Option Scheme, 2017 (âESOP Schemeâ) as per the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (âSEBI SBEB Regulationsâ). During the year under review, your Company has not issued Stock Options to the employees. The disclosure required under said Regulations is forming part of Annual report.
SHARE CAPITAL
Your Companyâs Paid-up equity share capital is Rs, 3,060.84 Lakhs as on March 31, 2018. There is no change in Share Capital during the year under review.
DIRECTORS
During the year, Mr. Akhil Awasthi resigned from the Directorship from August 30, 2017. During his tenure, your Board has from time to time benefited from the experience of Mr. Akhil Awasthi. Your Directors wish to place on record their sincere appreciation of the valuable contribution of Mr. Akhil Awasthi.
The shareholders at the 25th Annual General Meeting (''AGM'') Re-appointed Mr. Hemant M Nerurkar and Mr. S Radhakrishnan as Non-Executive Independent Directors to hold office for three consecutive years for a term up to July 29, 2020, not liable to retire by rotation. Mr. K K Nohria, Non-Executive Independent Director has been appointed for three year period to hold office up to July 22,2018 and not liable to retire by rotation.
The Board of Directors at the recommendation of Nomination and Remuneration Committee, at their meeting held on May 22,2018 approved appointment of Mr. K K Nohria as Additional Director effective from July 23,2018 who shall hold office up to the date of ensuing AGM. As per Regulation 17(1A) SEBI (Listing Obligations And Disclosure Requirements) (Amendment) Regulations,2018, your Board of Director recommend appointment of Mr. K K Nohria by way of a Special Resolution to the Shareholders at the ensuing 26th AGM.
Mr. Keiichi Igarashi, Director retires by rotation at forthcoming Annual General Meeting and being eligible, offers him for re-appointment. The brief resume and other details as required under the Listing Regulations are provided in the Notice of the 26th AGM of the Company.
The details about the above two Directors are given in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with the Annual Report.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(7) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).
The details of familiarization programmes to Independent Directors is put up on the website of the Company at the link: http://www.igarashimotors.com/investor-list.php?invescatid=23
EVALUATION OF THE BOARDâS PERFORMANCE
Your Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. Pursuant to the provisions of Companies Act, 2013 and Regulation 25 of the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, the directors individually including Independent Directors as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Committee. Each Board member completed a questionnaire providing feedback on the functioning and overall engagement of the Board and its committees on various parameters such as the composition, execution of specific duties, quality, quantity and timelines of flow of information, deliberations at the meeting etc.,. Besides this, one-on-one meeting of the individual directors with the Chairman of the Board was also conducted as a part of self-appraisal and peer group evaluation. The Directors were also asked to provide their valuable feedback and suggestions about the overall functioning of the Board and its committees.
NUMBER OF MEETINGS OF THE BOARD
During the year, Five Board Meetings were held on 11th May 2017, 27th May 2017, 02nd August 2017, 09th November 2017 and 05th February 2018. The Companyâs last Annual General Meeting was held on 02nd August 2017. The particulars of Directors, their attendance during the financial year 2017-2018 has been disclosed in the Corporate Governance Report forming part of this Annual Report.
For details of the Committees of the Board, please refer to the Corporate Governance Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act, 2013 your directors, on the basis of information made available to them, confirm the following:
a) I n the preparation of the annual accounts for the financial year ended March 31,2018, the applicable Accounting Standards have been followed with explanation relating to material departures, if any;
b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for that period;
c) Proper care has been taken for maintenance of adequate accounting for safe-guarding the assets of the Company and detecting fraud and other irregularities;
d) They have laid down Internal Financial Controls to be followed by the Company and the Audit Committee of the Board of Directors shall ensure that the internal control is adequate and robust;
e) The annual accounts are prepared on a going concern basis;
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DEMATERIALISATION OF SHARES
99.25% of the Companyâs paid up Equity Share Capital is in dematerialized form as on March 31, 2018 and balance 0.75% is in physical form. The Companyâs Registrars are Cameo Corporate Services Limited, No.1, Subramaniam Building, Club House Road, Chennai 600 002.
CREDIT RATING
During the year under view, CARE has given credit ratings of CARE A for long term debt, CARE A1 for short term debt.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 134(3) (m) of the Companies Act, 2013, is appended hereto and forms part of this Report.
PARTICULARS OF LOANS & INVESTMENTS BY COMPANY
Details of loans and investments by the Company, to other body corporate or persons are given in notes to the financial statements.
RELATED PARTY TRANSACTIONS
All the related party transactions entered during the year were in ordinary course of business and on armâs length basis. Your Company obtained shareholdersâ approval for material related party transactions though such transactions being entered during ordinary course of business and on armâs length basis as required under Listing Regulations. Your Companyâs Policy on Related Party Transactions which can be accessed through web link : http://www.igarashimotors.com/investor-list.php?invescatid.
Your Company presents a statement of all related party transactions before the Audit Committee. Details of such transactions are given in the accompanying financial statements. Disclosure of Related Party transaction is annexed with the report as per the format prescribed.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment and Non-discrimination at Work Place in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Company has conducted 16 training programs to the Employees by the External Trainer during the year ended March 31,2018. An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination at work place.
During the year ended March 31, 2018, the ICC has received no complaints pertaining to sexual harassment / discrimination at work place.
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. P Mukund, Manging Director, Mr. R Chandrasekaran, Chief Financial Officer and Mr. P Dinakara Babu, Company Secretary. During the year, there has been no change in the Key Managerial Personnel.
AUDITORS
M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), were appointed by the Shareholders at the 25th Annual General Meeting held on August 02,2017 as Statutory Auditors for a term of five consecutive years to hold office until conclusion of 30th Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. Accordingly, the 26th AGM Notice does not carry any resolution on ratification of appointment of Statutory Auditors.
AUDITORâS REPORT
No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for the financial year 2017-18.
The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. C Prabhakar, Partner, BP & Associates, Company Secretaries (Membership No. A 30433; Certificate of Practice No. 11033) to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is given in Annexure to this Report. The Report does not contain any qualification.
COST AUDITOR
As your Company has been operating from MEPZ-Special Economic Zone, appointment of Cost Auditor is exempted under Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014.
EXTRACT OF THE ANNUAL RETURN
Relevant extract of annual return to be filed with the Registrar of Companies for financial year 2017-18 is given in Annexure to this Report.
INTERNAL CONTROL SYSTEMS
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management.
Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your Companyâs Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The CSR Committee comprises of four members and the Chairman of the Committee is an Independent Director. CSR Committee of the Board has developed a CSR Policy. The CSR Committee met three times during the year on May 11, 2017, November 09, 2017 & February 05, 2018.The details of role and functioning of the Committee are given in Annexure to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of the Company for year under review as required under Regulation 17 of Listing Regulations is given as a separate Statement in the Annual Report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
Your Company has adopted a Risk Management Policy and constituted a Risk Management Committee for monitoring the same. The Company has been addressing various risks impacting the Company which is provided elsewhere in this Annual Report in Management Discussion and Analysis Report.
BUSINESS RESPONSIBILITY REPORT
Your Company is one of the top 500 listed entities (by Market Capitalisation as on March 31, 2017). Thus, Business Responsibility Report, for the financial year ended March 31, 2018 is forming part of this Annual Report and also hosted on the Companyâs website at : http://www.igarashimotors.com/investor-list.php?invescatid=17 as required under Regulation 34(2)(f) of SEBI Listing Regulations.
HEALTH AND SAFETY
Health and Safety is reviewed at all meetings of Safety Committee incorporating senior executives and Key Managerial Personnel. The details of health and safety are provided elsewhere in this Annual Report.
APPOINTMENT AND REMUNERATION OF KEY MANAGERIAL PERSONNEL
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the statement of particulars Appointment and Remuneration of Key Managerial Personnel is forming part of this Report.
The remuneration paid to all Key Management Personnel was in accordance with remuneration policy adopted by the Company.
STATEMENT ON EMPLOYEE REMUNERATION
The information required pursuant to Section 136(1) read with Section 197 of the Companies Act, 2013, the Report of the Board of Directors is being sent to all the shareholders of the Company excluding statement prescribed under Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Statement is available for inspection by the Shareholders at the Registered office of the Company during business hours and shall be made available to any shareholder on request.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations.
HUMAN RESOURCES
Your Company has 604 numbers of permanent employees on the rolls of the Company as on March 31, 2018. The Board of Directors wishes to place on record their sincere appreciation to all the employees of the Company for their dedication, commitment and loyalty to the Company.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirements of Corporate Governance pursuant to Listing Regulations is annexed hereto.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has a vigil mechanism established Whistle Blower Policy, as per the requirement of the Companies Act, 2013 and the Listing Regulations, to enable all employees and the directors to report in good faith any violation of the Policy. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. Your Company has disclosed the details of Whistle Blower policy on its website: http://www.igarashimotors.com/ investor-list.php?invescatid=18.
SUCCESSION POLICY
Your Company has laid down Succession Policy which can be accessed on the Companyâs website: http://www.igarashimotors.com/investor-list.php?invescatid=17.
CODE OF CONDUCT
Your Company has laid down a Code of Conduct Policy which can be accessed on the Companyâs website: http://www.igarashimotors.com/investor-list.php?invescatid=18.
LISTING
The shares of your Company continued to be listed at National Stock Exchange Limited and Bombay Stock Exchange Limited. Listing fee has already been paid for the financial year 2018-19.
ACKNOWLEDGEMENT
The Board places on record its sincere appreciation for the continued support from the relevant Government Authorities, Promoters, Shareholders, Suppliers, Customers and other business associates, for their strong support.
For and on behalf of the Board of Directors
Place : Chennai K K Nohria
Date : May 22,2018 Chairman
Mar 31, 2017
To
The Shareholders,
The Directors have pleasure in presenting their Twenty Fifth Annual Report of your Company, together with the Audited Accounts for the year ended 31st March 2017.
FINANCIAL RESULTS
Your Companyâs performance during the year as compared with that during the previous year is summarized below:
(Rs..in Lakhs)
|
Particulars |
2016-17 |
2015-16 |
|
Manufacturing Sales |
50,789.43 |
44,498.37 |
|
Add : Other Income |
1,467.02 |
1,430.30 |
|
Total Income |
52,256.45 |
45,928.67 |
|
Less : |
||
|
(i) Materials & Manufacturing Expenses |
31,858.21 |
28,205.54 |
|
(ii) Value Addition Cost |
7,064.30 |
6,091.00 |
|
Profit before Depreciation, Amortization |
13,333.94 |
11,632.13 |
|
Less : |
1,896.28 |
|
|
Depreciation & Amortization Expenses |
2,203.08 |
|
|
Profit Before Tax |
11,130.86 |
9,735.85 |
OPERATIONS
Your Company achieved a Revenue of Rs.. 50,789.43 Lakhs an increase of about 14.14% over the previous year, Operating Profit before Depreciation & Amortization amounted to Rs.. 13,333.94 Lakhs. Profit before Tax amounted to Rs.. 11,130.86 Lakhs an increase of 14.33% about over the previous year. During the year, your Company acquired additional space of three plots on lease from MEPZ-SEZ for setting up of manufacturing lines and stores operations.
DIVIDEND
As per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. (âListing Regulationsâ), your Company is appearing in Top Five Hundred listed entities based on the Market Capitalization (as on March 31, 2016) due to which your Company has formulated a Dividend Distribution Policy. The Board of Directors of the Company had approved the Dividend Distribution Policy on November 10, 2016 in line with the Listing Regulations.
The Policy has been hosted on the website of the Company at : http://www.igarashimotors.com/uploads/investor/ pdf/14788383387IMIL-Dividend_Distribution_Policy.pdf
In line with the said Policy, your Directors are pleased to recommend a dividend of Rs.. 6.61/- per Equity Share on Face value of Rs.. 10/- each for the year ended March 31, 2017.
The Board has not recommended any transfer to general reserve from the profits of the year under review.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS/ SHARES TO IEPF
During the year, there are no unclaimed dividends/Shares which have to transferred to IEPF by the Company.
RESERVES
The Reserves at the end of the year 31st March, 2017 is at Rs.. 33,974.39 Lakhs as against the Total Reserves of Rs.. 26,380.58 Lakhs as at 31st March 2016.
MATERIAL CHANGES
No material changes or commitments have occurred between the end of the Financial Year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.
MERGER
The Board of Directors is continuing the evaluation of business re-organization proposal, including amalgamation of group entities for taking advantage of operational synergies.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Your Company is holding 9.88% stake in Joint Venture Company viz., Bosch Electrical Drives India Private Limited as on March 31, 2017. Disclosure in Form AOC - 1 annexed to this report.
Your Company has no Subsidiary Companies as on March 31, 2017.
DEPOSITS
During the year under review, your Company has not invited or accepted any deposits from the public under Section 76 of the Companies Act, 2013 and Rules made there under.
EMPLOYEE STOCK OPTION SCHEME
Your Company is proposes to launch a new Employees Stock Option Plan i.e., ESOP 2017 (âPlanâ) as per the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. Accordingly two resolutions are being placed at the forthcoming Annual General meeting.
SHARE CAPITAL
Your Companyâs Paid-up equity share capital is Rs.. 3,060.84 Lakhs as on March 31, 2017. There is no change in Share Capital during the year under review.
DIRECTORS
During the year, there is no change in the directorship. The shareholders at the 24th Annual General Meeting Regularized the appointment of Mr. Akhil Awasthi and Mrs. Eva Maria Rosa Schork as Non Executive Non Independent Director who is liable to retire by rotation.
Mrs. Eva Maria Rosa Schork, Director retires by rotation at forthcoming Annual General Meeting and being eligible, offers her for re-appointment. The brief resume and other details as required under the Listing Regulations are provided in the Notice of the 25th Annual General Meeting of the Company.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(7) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).
Mr. Hemant M Nerurkar and Mr. S Radhakrishnan were appointed as Independent Directors for 3 years upto July 29,2017 at the 22nd Annual General Meeting held on July 30,2014. Since, their term of office ending on July
29,2017, pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 11, 2017 appointed Mr. Hemant M Nerurkar and Mr. S Radhakrishnan as Independent Directors for further 3 year period until July 29,2020 subject to approval of shareholders at the ensuing Annual General Meeting. The Notice under Section 160 of the Companies Act, 2013 has been received from member signifying the intention to propose Mr. Hemant M Nerurkar and Mr. S Radhakrishnan as a candidate for the office of Independent Director and accordingly two resolutions are being placed at the forthcoming Annual General Meeting.
Further, the details about the above directors are given in the Notice of the ensuing Annual General Meeting being sent to the shareholders along with the Annual Report.
The details of familiarization programmes to Independent Directors is put up on the website of the Company at the link: http://www.igarashimotors.com/investor-list.phpRs.invescatid=23.
EVALUATION OF THE BOARDâS PERFORMANCE
Your Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive director. Pursuant to the provisions of Companies Act, 2013 and Regulation 25 of the Listing Regulations, the Board and the Nomination and Remuneration Committee have carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Committee. Each Board member completed a questionnaire providing feedback on the functioning and overall engagement of the Board and its committees on various parameters such as the composition, execution of specific duties, quality, quantity and timelines of flow of information, deliberations at the meeting etc.,. Besides this, one -on-one meeting of the individual directors with the Chairman of the Board was also conducted as a part of self-appraisal and peer group evaluation. The Directors were also asked to provide their valuable feedback and suggestions about the overall functioning of the Board and its committees. In a separate meeting of Independent Directors, performance of non-Independent Directors and the board as a whole was evaluated. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
NUMBER OF MEETINGS OF THE BOARD
During the year, Five Board Meetings were held on May 19, 2016, August 04, 2016, November 10, 2016, December 26, 2016 and February 08, 2017. The Companyâs last year Annual General Meeting was held on August 04, 2016. The particulars of Directors, their attendance during the financial year 2016-2017 has been disclosed in the Corporate Governance Report forming part of this Annual Report.
For details of the Committees of the Board, please refer to the Corporate Governance Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act, 2013 your directors, on the basis of information made available to them, confirm the following:
a) In the preparation of the annual accounts for the financial year ended March 31,2017, the applicable Accounting Standards have been followed with explanation relating to material departures, if any;
b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for that period;
c) Proper care has been taken for maintenance of adequate accounting for safe guarding the assets of the Company and detecting fraud and other irregularities;
d) They have laid down Internal Financial Controls to be followed by the Company and the Audit Committee of the Board of Directors shall ensure that the internal control is adequate and robust;
e) The annual accounts are prepared on a going concern basis;
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DEMATERIALISATION OF SHARES
99.72% of the Companyâs paid up Equity Share Capital is in dematerialized form and balance 0.28% is in physical form as on March 31, 2017. The Companyâs Registrars are Cameo Corporate Services Limited, No.1, Subramaniam Building, Club House Road, Chennai 600 002.
CREDIT RATING
During the year under view, CARE has given credit ratings of CARE A for long term debt, CARE A1 for short term debt.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 134(3) (m) of the Companies Act, 2013, is appended hereto and forms part of this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of expenditure and earnings in foreign currency are given as an annexure to this Report.
PARTICULARS OF LOANS & INVESTMENTS BY THE COMPANY
Details of loans and investments by the Company, to other body corporate or persons are given in notes to the financial statements.
RELATED PARTY TRANSACTIONS
All the related party transactions entered during the year were in ordinary course of business and on armâs length basis. Your Company obtained shareholdersâ approval for material related party transactions though such transactions being entered during ordinary course of business and on armâs length basis as required under Listing Regulations. Your Companyâs Policy on Related Party Transactions which can be accessed through weblink : http://www.igarashimotors.com/investor-list.phpRs.invescatid=18.
Your Company presents a statement of all related party transactions before the Audit Committee. Details of such transactions are given in the accompanying financial statements. Disclosure of Related Party transaction is annexed with the report as per the format prescribed.
DISCLOSURE UNDER THE SExUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment and Nondiscrimination at Work Place in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
All employees (permanent, contractual, temporary, trainees) are covered under this policy.
An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination at work place.
During the year ended March 31, 2017, the ICC has received no complaints pertaining to sexual harassment / discrimination at work place.
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company are Mr. P Mukund, Managing Director, Mr. R Chandrasekaran, Chief Financial Officer and Mr. P Dinakara Babu, Company Secretary. During the year, there has been no change in the KMP.
MANDATORY AUDITOR ROTATION
M/s. Sharp & Tannan, Chartered Accountants were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting held on August 04,2016 from the conclusion of that Annual General Meeting till the conclusion of 25th Annual General Meeting to be held in the year 2017. M/s. Sharp & Tannan, Chartered Accountants would vacate office as Auditors of the Company at the conclusion of ensuing Annual General Meeting pursuant to Section 139(2) (b) of the Companies Act, 2013 dealing with compulsory rotation of auditors. Thus, Sharp & Tannan, Chartered Accountants would be carrying out limited review of first quarter financial results of FY2017-18.
Pursuant to applicable provisions of the Companies Act, 2013, on the recommendation of the Audit Committee, it is proposed to appoint M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company to hold office from conclusion of the 25th Annual General Meeting of the Company until 30th Annual General Meeting. Necessary resolution for the appointment of M/s. B S R & Co. LLP as Statutory Auditors is included in the Notice of the Annual General Meeting.
The Board places on record itâs appreciation for the contribution of M/s. Sharp & Tannan, Chartered Accountants during their past 25 years tenure as Auditors of your Company.
AUDITORâS REPORT
No qualification, adverse remarks or disclaimer made by the Statutory Auditors with regard to the financial statements for the financial year 2016-17.
The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
INDIAN ACCOUNTING STANDARDS
Pursuant to the notification, issued by the Ministry of Corporate Affairs dated February 16,2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, your Company will adopt âIndASâ with effect from April 01,2017.
The implementation of IndAS is a major change process for which the Company had dedicated considerable resources. The impact of the Change on adoption of IndAS has been assessed and the Company is ready to adopt IndAS.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. S Bhaskar, Partner, BP & Associates, Company Secretaries (CP No.:8315, ACS: 10798) to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is given in Annexure to this Report. The Report does not contain any qualification.
COST AUDITOR
As your Company has been operating from MEPZ-Special Economic Zone, appointment of Cost Auditor is exempted under Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014.
extract of the annual return
Relevant extract of annual return to be filed with the Registrar of Companies for financial year 2016 -17 is given in Annexure to this Report.
INTERNAL CONTROL SYSTEMS
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management.
Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your Companyâs Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The CSR Committee comprises of four members and the Chairman of the Committee is an Independent Director. CSR Committee of the Board has developed a CSR Policy. The CSR Committee met three times during the year on May 19,2016, November 10,2016 & February 08,2017.The details of role and functioning of the Committee are given in Annexure to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of the Company for year under review as required under Regulation 17 of Listing Regulations is given as a separate Statement in the Annual Report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
Your Company has adopted a Risk Management Policy and constituted a Risk Management Committee for monitoring the same. The Company has been addressing various risks impacting the Company which is provided elsewhere in this Annual Report in Management Discussion and Analysis Report.
BUSINESS RESPONSIBILITY REPORT
Your Company is one of the top 500 listed entities (by Market Capitalization as on March 31,2016). Thus, Business Responsibility Report is forming part of the Annual Report for the financial year ended March 31,2017 as required under Regulation 34(2)(f) of Listing Regulations. Your Company has hosted Business Responsibility Report on the Companyâs website at : http://www.igarashimotors.com/investor-list.phpRs.invescatid=17.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Act read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (âRulesâ) in respect of remuneration and other details is given as a separate Statement in the Annual Report.
The remuneration paid to all Key Management Personnel was in accordance with remuneration policy adopted by the Company.
In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of Rules, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules should be provided in the Annual Report. None of the Companyâs employees were covered by the disclosure requirement.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations.
HUMAN RESOURCES
Your Company has 617 number of permanent employees on the rolls of the Company as on March 31, 2017. The Board of Directors wishes to place on record their sincere appreciation to all the employees of the Company for their dedication, commitment and loyalty to the Company.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirements of Corporate Governance pursuant to Listing Regulations is annexed hereto.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has a vigil mechanism established Whistle Blower Policy, as per the requirement of the Companies Act, 2013 and the Listing Regulations, to enable all employees and the directors to report in good faith any violation of the Policy. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. Your Company has disclosed the details of Whistle Blower policy on its website: http://www.igarashimotors.com/investor-list. phpRs.invescatid=18.
CODE OF CONDUCT
Your Company has laid down a Code of Conduct Policy which can be accessed on the Companyâs website: http://www.igarashimotors.com/investor-list.phpRs.invescatid=18.
LISTING
The shares of your Company continued to be listed at National Stock Exchange Limited and Bombay Stock Exchange Limited. Listing fee has already been paid for the financial year 2017-18.
ACKNOWLEDGEMENT
The Board places on record its sincere appreciation for the continued support from the relevant Government Authorities, Promoters, Shareholders, Suppliers, Customers, and other business associates, for their strong support.
For and on behalf of the Board of Directors
Place : Chennai K K Nohria
Date : May 11, 2017 Chairman
Mar 31, 2016
The Directors have pleasure in presenting their Twenty Fourth Annual
Report of your Company, together with the Audited Accounts for the year
ended 31st March 2016.
FINANCIAL RESULTS
Your Company''s performance during the year as compared with that during
the previous year is summarized below:
(Rs.in Lakhs)
Particulars 2015-16 2014-15
Manufacturing Sales 44,498.37 38,507.83
Add : Other Income 1,430.30 1,714.37
Total Income 45,928.67 40,222.20
Materials & Manufacturing Expenses 28,205.54 25,940.35
(ii) Value Addition Cost 6,091.00 5,237.25
Profit before Depreciation, Amortization 11,632.13 9,044.60
Depreciation & Amortization Expenses 1,896.28 1,879.82
Profit Before Tax 9,735.85 7,164.77
OPERATIONS
Your Company achieved a Revenue of Rs. 45,928.67 Lakhs an increase of
about 14% over the previous year, Operating Profit Before Depreciation
& Amortization amounted to Rs. 1,1632.13 Lakhs. Profit Before Tax
amounted to Rs. 9,735.85 Lakhs an increase of about 36% over the
previous year.
DIVIDEND
Your Directors are pleased to recommend a final dividend of Rs.1.50/-
per Equity Share on Face value of Rs. 10/- each for the year ended
March 31, 2016. This is in addition to the interim dividend of Rs. 4/-
per equity share paid on March 28, 2016. The total dividend for the
year under review aggregates to Rs.5.50 /- per equity share.
The Board has not recommended any transfer to general reserve from the
profits of the year under review.
RESERVES
The Reserves at the end of the year 31st March, 2016 is at Rs.
26,380.58 Lakhs as against the Total Reserves of Rs. 22,034.41 Lakhs as
at 31st March 2015.
PROMOTERS & OPEN OFFER
On July 30,2015, Igarashi Electric Works Limited, Japan (''ÃEWL'')
acquired majority stake in Agile Electric Sub Assembly Private Limited
[AESPL] (Holding Company). Consequently, IEWL and Mape Securities
Private Limited became New Promoters of the Company from July 30,2015
and also AESPL and Igarashi Electric Works (H.K) Limited, Hong Kong
(''Wholly owned subsidiary of IEWL'') became part of Promoter Group.
On December 16, 2015, IEWL along with Persons Acting in Concert viz.,
AESPL and investors issued Open Offer for acquiring 7,960,538 equity
shares (26.01%) at a price of Rs. 324.60/- per share. AESPL acquired
600 equity shares tendered in open offer for a consideration of Rs.
194,760/-.
Mr. P Mukund considered as continuing Promoter of the Company pursuant
to SEBI observation letter on draft Letter of Offer issued on December
12,2015.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Your Company is holding 10.82% stake in Joint Venture Company viz.,
Bosch Electrical Drives India Private Limited as on March 31,2016.
Disclosure in Form AOC - 1 annexed to this report.
Your Company has no subsidiary Companies as on March 31,2016.
DEPOSITS
During the year under review, your Company has not invited or accepted
any deposits from the public under Section 76 of the Companies Act,
2013 and Rules made there under.
EMPLOYEE STOCK OPTION SCHEME
Presently, the Company does not have a scheme for grant of stock
options to its employees.
SHARE CAPITAL
Your Company''s Paid-Up equity share capital is Rs. 3,060.84 Lakhs as on
March 31, 2016. There is no change in Share Capital during the year
under review.
DIRECTORS
During the year, Mr. Amit Dixit resigned from Directorship from July
30, 2015. During his tenure, your Board has from time to time benefited
from the experience of Mr. Amit Dixit. Your Directors wish to place on
record their sincere appreciation of the valuable contribution of Mr.
Amit Dixit.
Based on Nomination & Remuneration Committee recommendation, the Board
approved, at its meeting held on July 22,2015, Mr. K K Nohria
appointment as Additional Director w.e.f. July 23, 2015. The
shareholders approved, by way of Postal Ballot on March 26,2016,
appointment of Mr. K K Nohria as Independent Director for 3 years
period from July 23,2015 and also re-appointment of Mr. P Mukund as
Managing Director for 3 years effective from April 01,2016.
Mr. Keiichi Igarashi, Director retires by rotation at forthcoming
Annual General Meeting and being eligible, offers himself for
re-appointment. The brief resume and other details as required under
the Listing Regulations are provided in the Notice of the 24th Annual
General Meeting of the Company.
On January 28, 2016, your Board approved appointment of Mr. Akhil
Awasthi and Mrs. Eva Maria Rosa Schork as Additional Directors to and
hold office only upto the date of ensuing Annual General Meeting. The
Notices under Section 160 of the Companies Act, 2013 has been received
from a member signifying the intention to propose Mr. Akhil Awasthi and
Mrs. Eva Maria Rosa Schork as candidates for the office of Director and
accordingly two resolutions are proposed at the ensuing Annual General
Meeting.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''Listing Regulations'').
The details of familiarization programmes to Independent Directors is
put up on the website of the Company at the link :
http://www.igarashimotors.com/investor-list.php?invescatid=23.
Your Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which includes criteria for performance evaluation of the non-executive
directors and executive directors. Pursuant to the provisions of
Companies Act,2013 and Regulation 25 of the Listing Regulations, the
Board has carried out annual performance evaluation of its own
performance, the directors individually as well the evaluation of the
working of its Audit, Nomination & Remuneration and Stakeholder
Committee.
NUMBER OF MEETINGS OF THE BOARD
During the year, seven Board Meetings were held on April 02, 2015, May
25, 2015, July 22, 2015 (Two Meetings), November 05, 2015, January 28,
2016 and March 14, 2016. The Company''s last Annual General Meeting was
held on July 22,2015. The particulars of Directors, their attendance
during the financial year 2015-2016 has been disclosed in the Corporate
Governance Report forming part of this Annual Report.
For details of the Committees of the Board, please refer to the
Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act, 2013 your
directors, on the basis of information made available to them, confirm
the following:
a) In the preparation of the annual accounts for the financial year
ended March 31,2016, the applicable Accounting Standards have been
followed with explanation relating to material departures, if any;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company as at March 31, 2016 and of the profit of the Company for that
period;
c) Proper care has been taken for maintenance of adequate accounting
for safe guarding the assets of the Company and detecting fraud and
other irregularities;
d) They have laid down Internal Financial Controls to be followed by
the Company and the Audit Committee of the Board of Directors shall
ensure that the internal control is adequate and robust;
e) The annual accounts are prepared on a going concern basis;
f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
DEMATERIALISATION OF SHARES
99.20 % of the Company''s paid up Equity Share Capital is in
dematerialized form as on March 31, 2016 and balance 0.80% is in
physical form. The Company''s Registrars are Cameo Corporate Services
Limited, No.1, Subramaniam Building, Club House Road, Chennai 600 002.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 134(3) (m)
of the Companies Act, 2013, is appended hereto and forms part of this
Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of expenditure and earnings in foreign currency are given
as an annexure to this Report.
PARTICULARS OF LOANS & INVESTMENTS BY COMPANY
Details of loans and investments by the Company, to other body
corporate or persons are given in notes to the financial statements.
RELATED PARTY TRANSACTIONS
All the related party transactions entered during the year were in
ordinary course of business and on arm''s length basis. Your Company
obtained shareholders'' approval for material related party transactions
though such transactions being entered during ordinary course of
business and on arm''s length basis as required under Listing
Regulations. Your Company presents a statement of all related party
transactions before the Audit Committee. Details of such transactions
are given in the accompanying financial statements. Disclosure of
Related Party transaction is annexed with the report as per the format
prescribed.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has in place a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment and Non- discrimination at Work Place in
line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. All
employees (permanent, contractual, temporary, trainees) are covered
under this policy.
An Internal Complaints Committee (ICC) was set up to redress complaints
received regarding sexual harassment and discrimination at work place.
During the year ended March 31,2016, the ICC has received no complaints
pertaining to sexual harassment / discrimination at work place.
AUDITORS
M/s. Sharp & Tannan, Chartered Accountants, Chennai, who are the
Statutory Auditors of the Company, hold office till the conclusion of
the forthcoming AGM and are eligible for re-appointment for financial
year 2016-17 (until March 31, 2017). Pursuant to the provisions of
Section 139 of the Companies Act, 2013 and the Rules framed thereunder,
it is proposed to appoint M/s. Sharp & Tannan, Chartered Accountants,
Chennai as Statutory Auditors of the Company from the conclusion of the
forthcoming AGM till the conclusion of the next AGM.
As required under the provisions of Section 141 of the Companies Act,
2013, the Company has obtained a written Certificate from the above
Auditors proposed to be re-appointed to the effect that their
re-appointment, if made, is in accordance with the conditions specified
in the said Section.
AUDITOR''S REPORT
No Qualification, adverse remarks or disclaimer made by the Statutory
Auditors with regard to the financial statements for the financial year
2015-16.
MANDATORY AUDITOR ROTATION
The Statutory Auditors of the company since inception M/s. Sharp &
Tannan, (Firm Registration Number 003792S) have already completed more
than ten years as Statutory Auditors of the Company.
In accordance with provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, they can continue
as Auditors for a further period of one year i.e up to March 31, 2017.
From April 01, 2017, your Company being a Listed Company have to
appoint new Auditor for the purpose complying with Mandatory Rotation
of Auditor.
In view of the Mandatory Rotation of Auditor requirement and to ensure
smooth transition, and also to comply with SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 [''Listing Regulations''],
it is proposed to appoint M/s. B S R & Co. LLP, Chartered Accountants
(ICAI Firm Regn. No. 101248W/W-100022) as Statutory Auditors for a
period of 5 continuous years, from April 01, 2017 to March 31, 2022.
The tenure of their office will commence from the conclusion of the
25th Annual General Meeting till the conclusion of the 30th Annual
General Meeting of the Company subject to, however, their appointment
in 25th Annual General Meeting as per the process laid down under the
Companies Act, 2013 and rules made thereunder and subsequent
ratification at every Annual General Meeting.
If appointed in 25th Annual General Meeting, B S R & Co. LLP, Chartered
Accountants shall be responsible for Audit during the five financial
years 2017-18, 2018-19, 2019-20, 2020-21 and 2021-22 as Statutory
Auditors of the Company.
As per Regulation 33 of Listing Regulations, Limited Review Report has
to be issued by Statutory Auditors and hence Statutory Auditors to be
appointed in 25th Annual General Meeting for the financial year
2017-2018 is authorised to do the Limited Review for the quarterly or
half yearly or such period as may be prescribed from time to time.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. S Bhaskar,
Partner, BP & Associates, Company Secretaries (CP No.:8315, ACS: 10798)
to undertake the secretarial audit of the Company. The Secretarial
Audit Report is given in Annexure to this Report.
The Secretarial Audit report contains Qualification regarding
non-compliance of the requirement of maintaining minimum public
shareholding of 25% under Securities Contract (Regulation) Act, 1956
and the rules made thereunder.
The public shareholding has fallen below 25% due to continuance of Mr.
P Mukund as Promoter along with new Promoter & Promoter group IEWL post
SEBI observation letter on draft Letter of Offer dated December
12,2015.
Your Company''s Promoters would be increasing public shareholding to 25%
in the Company by selling such number of shares held by Promoter &
Promoter Group as permitted under SEBI Regulations before December 11,
2016.
COST AUDITOR
As your Company has been operating from MEPZ-Special Economic Zone,
appointment of Cost Auditor is exempted under Section 148 of the
Companies Act, 2013 read with Companies (Cost Records and Audits)
Rules, 2014.
EXTRACT OF THE ANNUAL RETURN
Relevant extract of annual return to be filed with the Registrar of
Companies for financial year 2015 Â16 is given in Annexure to this
Report.
INTERNAL CONTROL SYSTEMS
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. Internal Audit is carried out in a programmed way and
follow up actions were taken for all audit observations. Your Company''s
Statutory Auditors have, in their report, confirmed the adequacy of the
internal control procedures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of Section 135 and Schedule VII of the Companies Act, 2013,
the Board of Directors of your Company have constituted a CSR
Committee. CSR Committee of the Board has developed a CSR Policy which
is given in Annexure to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of the Company for year under
review as required under Regulation 17 of Listing Regulations is given
as a separate Statement in the Annual Report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
Your Company has adopted a Risk Management Policy and constituted a
Risk Management Committee for monitoring the same. The Company has been
addressing various risks impacting the Company which is provided
elsewhere in this Annual Report in Management Discussion and Analysis
Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 (1)
of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is given as a
separate Statement in the Annual Report.
The remuneration paid to all Key Management Personnel was in accordance
with remuneration policy adopted by the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status
and Company''s operations.
ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION
On March 26,2016, your Company''s Shareholders approved by way of Postal
Ballot, adoption of new set of Articles of Association in the place of
existing Articles of Association in line with the provisions of the
Companies Act, 2013.
HUMAN RESOURCES
Your Company has 600 number of permanent employees on the rolls of the
Company as on March 31, 2016. The Board of Directors wishes to place on
record their sincere appreciation to all the employees of the Company
for their dedication, commitment and loyalty to the Company.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a certificate from the
Auditors of the Company regarding compliance of the requirements of
Corporate Governance pursuant to Listing Regulations is annexed hereto.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has a vigil mechanism established Whistle Blower Policy,
as per the requirement of the Companies Act, 2013 and the Listing
Regulations, to enable all employees and the directors to report in
good faith any violation of the Policy. The Audit Committee of the
Board oversees the functioning of Whistle Blower Policy. Your Company
has disclosed the details of Whistle Blower policy on its website :
www.igarashimotors.com .
LISTING
The shares of your Company continued to be listed at National Stock
Exchange Limited and Bombay Stock Exchange Limited. Listing fee has
already been paid for the financial year 2016-17.
ACKNOWLEDGEMENT
The Board places on record its sincere appreciation for the continued
support from the relevant Government Authorities, Promoters,
Shareholders, Suppliers, Customers, and other business associates, for
their strong support.
For and on behalf of the Board of Directors
Place : Chennai K K Nohria
Date : May 19, 2016 Chairman
Mar 31, 2015
The Shareholders,
The Directors have pleasure in presenting their Twenty Third Annual
Report of your Company, together with the Audited Accounts for the year
ended 31st March 2015.
FINANCIAL RESULTS
Your Company''s performance during the year as compared with that
during the previous year is summarized below:
(Rs in Lakhs)
Particulars 2014-15 2013-14
Manufacturing Sales 38,507.83 36,122.78
Add : Other Income 1,714.37 967.56
Total Income 40,222.20 37,090.35
Less :
(i) Materials & Manufacturing Expenses 25,940.35 24,643.87
(ii) Value Addition Cost 5,237.25 5870.98
Profit before Depreciation, Amortization 9,044.60 6575.50
Less :
(i) Depreciation & Amortization Expenses 1,879.82 1561.36
Add : Exceptional Income - 824.96
Profit Before Tax 7,164.77 5,839.11
OPERATIONS
Your Company achieved a Revenue of Rs. 40,222.20 Lakhs, Operating profit
before depreciation & amortization amounted to Rs. 9,044.60 Lakhs. Profit
before Tax amounted to Rs. 7,164.77 Lakhs.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 4.44/- per
Equity Share on Face value of Rs. 10/- each for the year ended March
31,2015.
RESERVES
The Reserves at the end of the year 31st March, 2015 is at Rs. 22,034.41
Lakhs as against the Total Reserves of Rs. 18,882.00 Lakhs as at March
31,2014.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Agile Electric Sub Assembly Private Limited is holding 41.92% i.e
(12,830,059 shares) in your Company as on March 31,2015.
Your Company is holding 10.82% stake in Joint Venture Company viz.,
Bosch Electrical Drives India Pvt Ltd as on March 31,2015.
Pursuant to provisions of Section 129(3) of the Companies Act, 2013 a
statement containing salient features of the financial statements of
the Joint Venture Company in Form AOC-1 is given in Annexure to this
report.
DEPOSITS
During the year under review, your Company has not invited or accepted
any deposits from the public under Section 76 of the Companies Act,
2013 and Rules made there under.
ESOP-2006
Your Company had introduced the Employees Stock Option Plan -2006 in
accordance with the SEBI (Employees Stock Option Scheme and Employees
Stock Purchase Scheme) Guidelines 1999. During the year 1,63,000
employee stock options were converted into equivalent number of equity
shares. As required under SEBI (Share Based Employee Benefits)
Regulations, 2014 a disclosure is annexed herewith.
SHARE CAPITAL
Consequent to conversion of stock options into equity shares, your
Company''s Paid-Up equity share capital has gone upto Rs. 3,060.84 Lakhs
from Rs. 3,044.54 Lakhs as on March 31,2015.
DIRECTORS
During the year, Mr. Srinivasan Ravindran and Mr. K K Nohria resigned
from Directorship. Mr. K Igarashi has been ceased to be Director from
April 01,2015 since he did not attend any meeting of the Board of
Directors during April 01,2014 and March 31,2015 as provided under
Section 167(1)(b) of the Companies Act, 2013.
Your Directors wish to place on record their appreciation of the
contribution of these Directors.
Mr. Keiichi Igarashi, Director retires by rotation at forthcoming
Annual General Meeting and being eligible, offers himself for
re-appointment.
The brief resume/details relating to Director being re-appointed as
stipulated under Clause 49 of the Listing Agreement is furnished in the
Report on Corporate Governance.
At the 22ndAnnual General Meeting of the company held on July 30, 2014
the Company had appointed Mr. Hemant M Nerurkar (DIN 00265887) and Mr.
S. Radhakrishnan ( DIN 01246033) as independent directors under the
Companies Act, 2013 for 3 consecutive years for a term upto July
29,2017.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Your Company has been taking steps to identify and appoint a woman
director at the earliest.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and clause 49 of
the Listing Agreement, a structured questionnaire was prepared after
taking into consideration various aspects of Board''s functioning,
composition of the Board and its committees, culture, execution and
performance of specific duties, obligations and governance.
The performance evaluation of Independent Directors was completed. The
Performance evaluation of the Non- Independent Directors was carried
out by the Independent Directors. The Board of Directors expressed
their satisfaction with the evaluation process.
NUMBER OF MEETINGS OF THE BOARD
During the year, five Board Meetings were held on May 26, 2014, June
23, 2014, July 30, 2014, October 31,2014, and January 20, 2015. The
Company''s last Annual General Meeting was held on July 30, 2014. The
particulars of Directors, their attendance during the financial year
2014-2015 has been disclosed in the Corporate Governance Report forming
part of this Annual Report.
BOARD COMMITTEE
The Company has the following committees of the Board:
i) Audit Committee
ii) Nomination and Remuneration Committee
iii) CSR Committee
iv) Risk Management Committee
The Composition of each of the above Committees, their respective role
and responsibility is as detailed in the report of Corporate
Governance.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act, 2013 your
directors, on the basis of information made available to them, confirm
the following:
a) In the preparation of the annual accounts, the applicable Accounting
Standards have been followed with explanation relating to material
departures, if any;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company as at March 31,2015 and of the profit of the company for that
period;
c) Proper care has been taken for maintenance of adequate accounting
for safeguarding the assets of the Company and detecting fraud and
other irregularities;
d) They have laid down Internal Financial Controls to be followed by
the Company and the Audit Committee of the Board of Directors shall
ensure that the internal control is adequate and robust;
d) The annual accounts are prepared on a going concern basis;
e) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
DEMATERIALISATION OF SHARES
99.15 % of the Company''s paid up Equity Share Capital is in
dematerialized form as on March 31,2015 and balance 0.85% is in
physical form. The Company''s Registrars are Cameo Corporate Services
Limited, No.1, Subramaniam Building, Club House Road, Chennai 600 002.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 134(3) (m)
of the Companies Act, 2013, is appended hereto and forms part of this
Report
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of expenditure and earnings in foreign currency are given
as an annexure to this Report.
PARTICULARS OF LOANS & INVESTMENTS BY COMPANY
Details of loans and investments by the Company, to other body
corporate or persons are given in notes to the financial statements.
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 business. The Company presents a statement of all related
party transactions before the Audit Committee. Prior omnibus approval
of the Audit Committee is obtained for the transactions which are of
foreseen and repetitive nature. As required under Clause 49 of the
Listing Agreement, Shareholders omnibus approval is being obtained for
related party transaction though they are on arm''s length basis and
are in the ordinary course of business. The transactions entered into
pursuant to the omnibus approval so granted along with a statement
giving details of all related party transactions is placed before the
Audit Committee. Further there are no materially significant related
party transactions during the year under review made by the Company
with Promoters, Directors, Key Managerial
Personnel or designated persons which may have a potential conflict
with the interest of the Company at a large.
Details of such transactions are given in the accompanying financial
statements. Disclosure of Related Party transaction in Form AOC-2 as
required under Section 134(3)(h) of the Companies Act, 2013 read with
Rule 8 of Companies (Accounts) Rules, 2014 is annexed with the report
as per the format prescribed.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has in place a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment and Non- discrimination at Work Place in
line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. All
employees (permanent, contractual, temporary, trainees) are covered
under this policy.
An Internal Complaints Committee (ICC) was set up to redress complaints
received regarding sexual harassment and discrimination at work place.
During the year ended March 31, 2015, the ICC has received no
complaints pertaining to sexual harassment / discrimination at work
place.
AUDITORS
M/s. Sharp & Tannan, Chartered Accountants, Chennai, who are the
statutory auditors of the Company, hold office till the conclusion of
the forthcoming AGM and are eligible for re-appointment. Pursuant to
the provisions of section 139 of the Companies Act, 2013 and the Rules
framed thereunder, it is proposed to appoint M/s. Sharp & Tannan,
Chartered Accountants, Chennai as statutory auditors of the Company
from the conclusion of the forthcoming AGM till the conclusion of the
next AGM.
As required under the provisions of Section 139 of the Companies Act,
2013, the Company has obtained a written Certificate from the above
Auditors proposed to be re-appointed to the effect that their
re-appointment, if made, is in accordance with the conditions specified
in the said section.
AUDITORS'' REPORT
No Qualification, adverse Remarks or disclaimer made by the statutory
auditors with regard to the financial statements for the financial year
2014-15.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. S Bhaskar,
Practising Company Secretary (CP No.:8315, ACS: 10798) to undertake the
secretarial audit of the Company. The Secretarial Audit Report is given
in Annexure to this Report.
EXTRACT OF THE ANNUAL RETURN
Relevant extract of annual return to be filed with the Registrar of
Companies for financial year 2014-15 is given in Annexure to this
Report.
INTERNAL CONTROL SYSTEMS
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. Internal Audit is carried out in a programmed way and
follow up actions were taken for all audit observations.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of section 135 and Schedule VII of the Companies Act, 2013,
the Board of Directors of your Company have constituted a CSR
Committee. CSR Committee of the Board has developed a CSR Policy which
is given in Annexure to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of the Company for year under
review as required under Clause 49 of the Listing Agreement with the
Stock Exchanges, is given as a separate Statement in the Annual Report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
Your Company has adopted a Risk Management Policy and constituted a
Risk Management Committee for monitoring the same. The Company has been
addressing various risks impacting the Company which is provided
elsewhere in this Annual Report in Management Discussion and Analysis
Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is given as a
separate Statement in the Annual Report.
The remuneration paid to all Key management Personnel was in accordance
with remuneration policy adopted by the Company.
HUMAN RESOURCES
Your Company has 383 number of permanent employees on the rolls of the
Company as on March 31,2015. The Board of Directors wishes to place on
record their sincere appreciation to all the employees of the Company
for their dedication, commitment and loyalty to the Company.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a certificate from the
Auditors of the Company regarding compliance of the requirements of
corporate governance pursuant to Clause 49 of the Listing Agreement
with the Stock Exchanges is annexed hereto.
LISTING
The shares of your Company continued to be listed at National Stock
Exchange Limited and Bombay Stock Exchange Limited. Listing fee has
already been paid for the financial year 2015-16. During the year,
Madras Stock Exchange has given de-listing approval w.e.f. August 25,
2014 vide their letter dt. August 25,2014. Further, Annual Custody Fee
has also been paid to NSDL and CDSL.
ACKNOWLEDGEMENT
The Board places on record its sincere appreciation for the continued
support from the relevant Government Authorities, Promoters,
Shareholders, Suppliers, Customers and other business associates, for
their strong support.
For and on behalf of the Board of Directors
Place : Chennai Hemant M Nerurkar
Date : May 25, 2015 Chairman
Mar 31, 2013
To The Shareholders,
The Directors present their Twenty First Annual Report of your
Company, together with the Audited Accounts for the year ended 31st
March 2013.
FINANCIAL RESULTS
Your Company''s performance during the year as compared with that during
the previous year is summarized below:
(Rs. in Lakhs)
Particulars 2012-13 2011-12
Manufacturing Sales 28,850.74 25,986.24
Trading Sales 227.23 866.67
Total Sales 29,077.97 26,852.91
Add : Other Income 239.25 103.79
Total Income 29,317.22 26,956.70
Less :
(i) Materials &
Manufacturing Expenses 19,230.98 18,682.31
(ii) Value Addition Cost 5,813.87 5,378.38
Profit before
Depreciation, Amortization 4,272.37 2,896.01
Less :
Depreciation & Amortization
Expenses 1,336.57 1,119.39
Profi t Before Tax 2,935.80 1,776.62
OPERATIONS
Your Company achieved topline growth during the year under review with
total income at Rs.29,317.22 Lakhs. The Operating profi t before
depreciation and amortization amounted to Rs. 4,272.37 Lakhs. Profi t
before Tax amounts to Rs. 2,935.80 Lakhs. Your Company managed the
Operations to post a Sales growth of 8.3% and an EBIDTA Growth of
25.9%.
The Management Discussion Analysis reports the detail steps taken in
this area.
DIVIDEND
Your Directors recommended no payment of dividend to their shareholders
for the year under review.
RESERVES
The Reserves at the end of the year 31st March, 2013 is at Rs.10,231.83
Lakhs as against the Total Reserves of Rs. 8,082.18 Lakhs as at 31st
March, 2012.
ISSUE OF OPTIONALLY CONVERTIBLE DEBENTURES
The Board of Directors took note of your Company''s promoter, Agile
Electric Sub Assembly Private Limited ("AESPL") and certain
shareholders of AESPL have simultaneously entered the following
agreements with Blackstone Capital Partners (Singapore) VI FDI Three
Pte. Limited ("Blackstone") and BFIP (Cayman) VI-ESC FDI Three Limited
(together, the "Investors"):
(a) a share subscription and purchase agreement dated 17 July 2013; and
(b) two share purchase agreements dated 17 July 2013 (together, the
"SSPA"),
Pursuant to which 4,57,96,048 (Four Crore Fifty Seven Lakh Ninety Six
Thousand and Forty Eight) equity shares of AESPL in aggregate will be
purchased by the Investors from certain shareholders of AESPL,
including HBL Power Systems Limited and Mr. Padmanaban Mukund ("PM"),
and 61,76,806 (Sixty One Lakh Seventy Six Thousand Eight Hundred and
Six) equity shares of AESPL shall be subscribed by the Investors, on
the terms and subject to the satisfaction of certain conditions set out
therein, including without limitation approval from the German
Competition Authority. Pursuant to these transactions and upon
completion occurring under the SSPA, the Investors shall be the legal
and benefi cial owners of 97.90% (Ninety Seven Point Nine Zero Per
cent) of the share capital of AESPL.
In addition, PM, an Indian resident individual and the Managing
Director of the Company, will be subscribing to an aggregate of
92,32,362 optionally convertible debentures ("OCDs") of the Company
with a 9% p.a. coupon payable at six-monthly rests, as a ''person acting
in concert'' [as the term is defi ned in the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 ("Takeover Regulations")] with the Investors, at a
price which shall be the higher of: (a) Rs. 65 (sixty fi ve rupees) per
OCD; and (b) such price determined in accordance with Chapter VII of
the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009 ("ICDR Regulations").
Your Board has accordingly approved and entered into an OCD
Subscription Agreement dated 17 July 2013 between Company, AESPL and
PM.
The preferential issue to PM is subject to approval of the members of
the Company by way of Postal Ballot notice issued on July 17, 2013 and
will be in accordance with the terms and conditions of OCD Subscription
Agreement, and is subject to obtaining all requisite approvals
including the shareholders'' approval through postal ballot.
OPEN OFFER UNDER THE TAKEOVER REGULATIONS
In view of the above, the Investors will indirectly acquire control
over your Company through its control of AESPL, upon completion under
the SSPA, which shall occur upon the satisfaction of certain
conditions, including, without limitation, approval from the German
Competition Authority. Hence, AESPL, together with the Investors and
PM, will have to make a public announcement of an open offer under the
applicable provisions of the Takeover Regulations at an offer price
determined in accordance with the applicable provisions of the Takeover
Regulations.
DIRECTORS
During the year, Mr. T Igarashi, Mr. C P Dusad, Dr. A J Prasad and Ms.
Kavita Prasad resigned as Directors. Your Directors wish to place on
record their appreciation of the contribution of these Directors. Mr.
Jacob Mathew resigned from Directorship effective from June 26, 2013.
Your Directors wish to place on record their appreciation of the
contribution of these Directors.
Mr. K Igarashi and Mr. Keiichi Igarashi Directors retire by rotation at
the forthcoming Annual General Meeting and being eligible, offers
themselves for re-appointment.
On July 17, 2013, your Board approved Mr. Srinivasan Ravindran as
Additional Director to act as Independent Director. The Notice under
Section 257 of the Companies Act, 1956 has been received from a member
signifying the intention to propose Mr. Srinivasan Ravindran as a
candidate for the offi ce of Director and accordingly a resolution is
being placed before the members at the forthcoming Annual General
Meeting.
The brief resume/details relating to Directors being appointed /
re-appointed as stipulated under Clause 49(VI)(A) of the Listing
Agreement executed with the Stock Exchanges are furnished in the Report
on Corporate Governance.
AUDITORS
M/s. Sharp & Tannan, Auditors of the Company retire at the ensuing
Annual General meeting and being eligible, offer themselves for
re-appointment. Members are requested to appoint auditors for the
current year and authorize the Board to fi x their remuneration.
As required under the provisions of Section 224 of the Companies Act,
1956, the Company has obtained a written Certifi cate from the above
Auditors proposed to be re-appointed to the effect that their
re-appointment, if made, would be inconformity with the limits specifi
ed in the said section.
ESOP-2006
Your Company had introduced the Employees Stock Option Plan -2006 in
accordance with the SEBI (Employees Stock Option Scheme and Employees
Stock Purchase Scheme) Guidelines 1999. The Scheme was approved by the
Shareholders at the Annual General Meeting of the Company in the year
2007.
As required under SEBI (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 a disclosure is annexed herewith.
HUMAN RESOURCES
The Board of Directors wishes to place on record their sincere
appreciation to all the employees of the Company for their dedication,
commitment and loyalty to the Company.
PARTICULARS OF EMPLOYEES
As required under the provisions of Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975 as amended, the names and other particulars of employee who had
drawn remuneration of Rs.5,00,000/- per month or more or Rs.60,00,000/-
per annum during period under consideration is out in the Annexure to
this report.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a certifi cate from the
Auditors of the Company regarding compliance of the requirements of
corporate governance pursuant to Clause 49 of the Listing Agreement
with the Stock Exchanges is annexed hereto.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of the Company for year under
review as required under Clause 49 of the Listing Agreement with the
Stock Exchanges, is given as a separate Statement in the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 217(1)(e)
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, is
appended hereto and forms part of this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of expenditure and earnings in foreign currency are given
in the prescribed format as an annexure to this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance of Section 217(2AA) of the Act, your directors, on the
basis of information made available to them, confi rm the following:
a) In the preparation of the annual accounts, the applicable Accounting
Standards have been followed with explanation relating to material
departures, if any;
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company as at 31st March 2013 and of the profi t of the Company for the
year ended on that date;
c) Proper care has been taken for maintenance of adequate accounting
records for safeguarding the assets of the Company and detecting fraud
and other irregularities;
d) The accounts are prepared on a going concern basis.
DEPOSITS
During the year under review, your Company has not invited or accepted
any deposits from the public under Section 58A of the Companies Act,
1956 and Rules made there under.
QUALITY AND ENVIRONMENT
Your Directors are pleased to inform you that during the year your
Company continued to work on live APQP (Advanced Product Quality
Planning) processes for different Programs in the automotive industry.
This ensures an effective advance failure mode analysis to ensure that
Quality gets built into the Design as well as Process.
EXPORTER AWARD
Your Directors are happy to inform that your Company had been awarded
for achieving highest export turnover (FY2011-12) in Manufacturing
Sector in MEPZ-SEZ by MEPZ-SEZ Authorities at a function held on March
22, 2013.
LISTING
The shares of your Company continued to be listed at National Stock
Exchange Limited, Bombay Stock Exchange Limited and Madras Stock
Exchange Limited. Listing fee has already been paid for the fi nancial
year 2012-13. Further, Annual Custody Fee has also been paid to NSDL
and CDSL.
ACKNOWLEDGEMENT
The Board places on record its sincere appreciation for the continued
support from the relevant Government Authorities, Promoter Companies,
Shareholders, Suppliers, Customers, Employees and other business
associates, for their strong support.
For and on behalf of the Board of Directors
Place: Chennai K.K Nohria
Date : August 13, 2013 Chairman
Mar 31, 2012
The Directors present their Twentieth Annual Report of your Company,
together with the Audited Accounts for the year ended 31st March 2012.
FINANCIAL RESULTS
Your Company's performance during the year as compared with that
during the previous year is summarized below:
(Rs. in Lakhs)
Particulars 2011-12 2010-11
Manufacturing Sales 25,986.24 18,566.26
Trading Sales 866.67 1,110.01
Total Sales 26,852.91 19,676.27
Add : Other income 103.79 40.84
Total Income 26,956.71 19,717.11
Less :
(i) Materials & Manufacturing Expenses 18,173.65 13,852.29
(ii) Value Addition Cost 5,887.04 4,104.89
Profit before Depreciation,
Amortization & Obsolescence 2,896.01 1,759.93
Less :
(i) Depreciation, Amortization &
Obsolescence Expenses 1,119.39 1,053.26
Profit Before Tax 1,776.62 706.67
OPERATIONS
Your Company achieved impressive top line growth during the year under
review with total income at Rs. 26,956.71 Lakhs. The Operating profit
before depreciation, amortization and obsolescence amounted to Rs.
2,896.01 Lakhs. Profit before Tax amounts to Rs. 1,776.62 Lakhs. Your
Company managed the Operations to post a Sales growth of 36% and an
EBIDTA Growth of 50 %.
The Management Discussion report details steps taken in this area .
DIVIDEND
Your Directors recommend no payment of Dividend to their shareholders
for the year under review .
RESERVES
The Reserves at the end of the year 31st March, 2012 is at Rs. 8,082.18
Lakhs as against the Total Reserves of Rs. 6,300.47 Lakhs as at 31st
March, 2011.
DIRECTORS
Mr. K.K. Nohria and Mr. Jacob Mathew, Directors retire by rotation at
the forthcoming Annual General Meeting and being eligible, offers
themselves for re-appointment.
The brief resume/details relating to Directors being re-appointed as
stipulated under Clause 49(Vi)(A) of the Listing Agreement executed
with the Stock Exchanges are furnished in the Report on Corporate
Governance.
On April 24th 2012, Mr. T. igarashi and Mr. C. P. Dusad resigned as
Directors. Your Directors wish to place on record their appreciation of
the contribution of these Directors.
AUDITORS
M/s. Sharp & Tannan, Auditors of the Company retire at the ensuing
Annual General meeting and being eligible, offer themselves for
re-appointment. Members are requested to appoint Auditors for the
current year and authorize the Board to fix their remuneration.
As required under the provisions of Section 224 of the Companies Act,
1956, the Company has obtained a written Certificate from the above
Auditors proposed to be re-appointed to the effect that their
re-appointment, if made, would be inconformity with the limits
specified in the said section.
ESOP-2006
Your Company had introduced the Employees Stock Option Plan -2006 in
accordance with the SEBi (Employees Stock Option Scheme and Employees
Stock Purchase Scheme) Guidelines 1999. The Scheme was approved by the
Shareholders at the Annual General Meeting of the Company in the year
2007.
During the year, the company allotted 10,000 Equity shares each to Mr.
G.N. Mani and Mr. C.P. Dusad pursuant to exercise of options under the
ESOP Scheme 2006.
Besides this, your Company granted 2,35,700 Stock Options during the
current year. Of these, 2,10,700 options granted to Mr. P. Mukund,
Managing Director and 25,000 options granted to Mr. K.K. Nohria under
ESOP Scheme 2006.
As required under SEBi (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 a disclosure is annexed herewith.
HUMAN RESOURCES
The Board of Directors wishes to place on record their sincere
appreciation to all the employees of the Company for their dedication,
commitment and loyalty to the Company.
PARTICULARS OF EMPLOYEES
As required under the provisions of Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975 as amended, the names and other particulars of employee who had
drawn remuneration of Rs.5,00,000/- per month or more or Rs.60,00,000/-
per annum during period under consideration is out in the Annexure to
this report.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a certificate from the
Auditors of the Company regarding compliance of the requirements of
corporate governance pursuant to clause 49 of the Listing Agreement
with the Stock Exchanges are annexed hereto.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of the Company for year under
review as required under Clause 49 of the Listing Agreement with the
Stock Exchanges, is given as a separate Statement in the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 217(1)(e)
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, is
appended hereto and forms part of this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of expenditure and earnings in foreign currency are given
in the prescribed format as an annexure to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
in compliance of Section 217(2AA) of the Act, your directors, on the
basis of information made available to them, confirm the following:
a) in the preparation of the annual accounts, the applicable Accounting
Standards have been followed with explanation relating to material
departures, if any;
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
company as at 31st March 2012 and of the profit of the Company for the
year ended on that date;
c) Proper care has been taken for maintenance of adequate accounting
records for safeguarding the assets of the Company and detecting fraud
and other irregularities;
d) The accounts are prepared on a going concern basis.
DEPOSITS
During the year under review, your Company has not invited or accepted
any deposits from the public under Section 58A of the Companies Act,
1956 and Rules made there under.
QUALITY AND ENVIRONMENT
Your Directors are pleased to inform you that during the year your
Company continued to work on live APQP (Advanced Product Quality
Planning) processes for different Programs in the automotive industry.
This ensures an effective advance failure mode analysis to ensure that
Quality gets built into the Design as well as Process.
LISTING
The shares of your Company continued to be listed at National Stock
Exchange Limited, Bombay Stock Exchange Limited and Madras Stock
Exchange Limited. Listing fee has already been paid for the financial
year 2011-12. Further, Annual Custody Fee has also been paid to NSDL
and CDSL.
ACKNOWLEDGEMENT
The Board places on record its sincere appreciation for the continued
support from the relevant Government Authorities, Promoter Companies,
Shareholders, Suppliers, Customers, Employees and other business
Associates, for their strong support.
For and on behalf of the Board of Directors
Place : Chennai K.K. Nohria
Date : July 26, 2012 Chairman
Mar 31, 2011
To
The Shareholders,
The Directors present their Nineteenth Annual Report of your Company,
together with the Audited Accounts for the year ended 31 st March 2011.
Financial Results:
Your Company's performance during the year as compared with that during
the previous year is summarized below:
(Rs. in lakhs)
Particulars 2010-11 2009-10
Manufacturing Sales 18,611.23 14,383.63
Trading Sales 1,110.01 1,486.92
Total Sales 19,721.24 15,870.55
Add: Other Income 40.84 54.23
Total Income 19,762.08 15,924.78
Less :
(i) Materials & Manufacturing Expenses 15,340.40 12,619.49
(ii) Value Addition Cost 2,661.75 2,280.99
Profit before Depreciation,
Amortization & Obsolescence 1,759.93 1,024.30
Less :
(i) Depreciation, Amortization & Obsolescence 1,053.26 648.05
Profit Before Tax 706.67 376.25
OPERATIONS:
During the year, your Company managed the Operations to post a Sales
growth of 29% and an EBIDTA Growth of 47 %.
The Company expanded its Capital by Rs 4959.50 lakhs and this helped
significantly in the Strengthening of the Balance sheet and get back to
credibility of Financial Strength with all Customers and Suppliers.
The Management Discussion report details steps taken in this area .
DIVIDEND
In view of inadequacy of profits to wipe out the losses of last year,
Directors recommend no payment of Dividend to their shareholders for
the year under review.
RESERVES
The Reserves at the end of the year 31st March, 2011 is at Rs. 6218.58
lakhs as against the Total Reserves of Rs. 1,150.72 lakhs as at 31st
March, 2010.
CHANGE IN CAPITAL STRUCTURE
During the year under review, your Company's paid up Equity Share
Capital has been increased from Rs. 138,743,820 to Rs. 203,743,820/- by
way of Preferential Allotment of 65,00,000 Equity Shares @ Rs.10/- each
at a premium of Rs.66.30 per share to Agile Electric Drives
Technologies and Holdings Private Limited with an object to augment the
Net Worth of the Company.
OTHER MATTERS
Your Company invested an additional amount of Rs.1428.65 lakhs by
increasing its stake upto 26% in the Joint Venture with Bosch
Electrical Drives India Private Limited.
DIRECTORS
Mr. K. lgarashi and Mr. Keiichi Igarashi, Directors retire by rotation
at the forthcoming Annual General Meeting and being eligible, offers
themselves for re-appointment.
Dr. A.J.Prasad appointed as an Additional Director with effect from
28th July, 2011 and whose term of office expires at this Annual General
Meeting and being eligible, offer himself for re-appointment to the
Board.
Mrs. Kavita Prasad appointed as an Additional Director with effect from
28th July, 2011 and whose term of office expires at this Annual General
Meeting and being eligible, offer herself for re-appointment to the
Board.
Mr. M.S.S. Srinath appointed as an Additional Director with effect from
28th July, 2011 and whose term of office expires at this Annual General
Meeting and being eligible, offer himself for re-appointment to the
Board.
Mr. Jacob Mathew appointed as an Additional Director with effect from
28th July, 2011 and whose term of office expires at this Annual General
Meeting and being eligible, offer himself for re-appointment to the
Board.
The brief resume/details relating to Directors being re-appointed as
stipulated under Clause 49(VI)(A) of the Listing Agreement executed
with the Stock Exchanges are furnished in the Report on Corporate
Governance.
AUDITORS
M/s. Sharp & Tannan, Auditors of the Company retire at the ensuing
Annual General meeting and being eligible, offer themselves for
re-appointment. Members are requested to appoint auditors for the
current year and authorize the Board to fix their remuneration.
As required under the provisions of Section 224 of the Companies
Act,1956, the Company has obtained a written Certificate from the above
Auditors proposed to be re-appointed to the effect that their
re-appointment, if made, would be inconformity with the limits
specified in the said section.
With reference to the Auditors Report, your Directors wish to clarify
that the Company along with its Associate Company have initiated action
for compounding the inadvertent offences under Sections 295 and 297 of
the Companies Act,1956.
ESOP-2006
Your Company had introduced the Employees Stock Option Plan -2006 in
accordance with the SEBI (Employees Stock Option Scheme and Employees
Stock Purchase Scheme) Guidelines 1999. The Scheme
was approved by the Shareholders at the Annual General Meeting of the
Company in the year 2007. Your Company granted 7,50,000 Stock Options
during the current year out of total 12,50,000 Options. As required
under SEBI (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 a disclosure is annexed herewith.
HUMAN RESOURCES
The Board of Directors wishes to place on record their sincere
appreciation to all the employees of the Company for their dedication,
commitment and loyalty to the Company, during the period of crisis
which lasted till 2009-10 and exercised patience until the turnaround
of the Company.
As per the limits prescribed under Section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, Mr. P. Mukund, Managing Director of the Company received an
amount of Rs.7,104,585/- as remuneration during the year 2010-11.
As required under the Provisions of the Companies Act, 1956, the
Company has obtained Central Government Approval for payment of
increased remuneration to Mr.P. Mukund, Managing Director of the
Company for a period of one year from 01.04.2010 to 31.03.2011 vide
Letter No.B05040407/5/2011 -CL-VII dated 18.04.2011.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a certificate from the
Auditors of the Company regarding compliance of the requirements of
corporate governance pursuant to clause 49 of the Listing Agreement
with the Stock Exchanges are annexed hereto.
During the year, the company has granted 4,83,000 Options under the
ESOP Scheme to the Managing Director which shall be vested within a
period of one year from the date of the Grant of option.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of the Company for year under
review as required under clause 49 of the Listing Agreement with the
Stock Exchanges, is given as a separate Statement in the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 217(1)(e)
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, is
appended hereto and forms part of this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of expenditure and earnings in foreign currency are given
in the prescribed format as an annexure to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of Section 217(2AA) of the Act, your directors, on the
basis of information made available to them, confirm the following:
a) In the preparation of the annual accounts, the applicable Accounting
Standards have been followed with explanation relating to material
departures, if any;
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
company as at 31st March 2011 and of the profit of the company for the
year ended on that date;
c) Proper care has been taken for maintenance of adequate accounting
records for safeguarding the assets of the Company and detecting fraud
and other irregularities;
d) The accounts are prepared on a going concern basis.
DEPOSITS
During the year under review, your Company has not invited or accepted
any deposits from the public under Section 58A of the Companies Act,
1956 and Rules made there under.
QUALITY AND ENVIRONMENT:
Your Directors are pleased to inform you that during the year your
Company continued to work on live APQP (Advanced Product Quality
Planning) processes for different Programs in the automotive industry.
This ensures an effective advance failure mode analysis to ensure that
Quality gets built into the Design as well as Process.
LISTING
The shares of your Company continued to be listed at National Stock
Exchange, Bombay Stock Exchange and Madras Stock Exchanges. Listing fee
has already been paid for the financial year 2010-11. Further, Annual
Custody Fee has also been paid to NSDL and CDSL.
ACKNOWLEDGEMENT
The Board places on record its sincere appreciation for the continued
support from the relevant Government Authorities, Promoter Companies,
Shareholders, suppliers, customers, employees and other business
associates, for their strong support.
For and on behalf of the Board of Directors
K. K Nohria
Chairman
Place : Chennai
Date : July 28, 2011
Mar 31, 2010
The Directors present their Eighteenth Annual Report of your Company,
together with the Audited Accounts for the year ended 31st March 2010.
Financial Results:
Your Companys performance during the year as compared with that during
the previous year is summarized below:
(Rs.in lakhs)
Particulars 2009-10 2008-09
Manufacturing Sales 14,383.63 14,448.92
Trading Sales 1,486.92 11,332.40
Total Sales 15,870.55 25,781.32
Add: Other Income 54.23 1,592.58
Total Income 15,924.78 27,373.51
Less :
(i) Materials & Manufacturing Expenses 12,378.82 24,442.69
(ii) Value Addition Cost 2,521.66 7,964.10
Profit before Depreciation, Amortization 1,024.30 (5,032.89)
Less :
Depreciation & Amortization Expenses 648.05 834.84
Profit Before Tax 376.25 (5,867.73)
OPERATIONS:
During the year the operations of your Company was managed very tightly
to recover from the losses that occured in the previous year
The first half of the year was very difficult and your Management team
executed drastic measures to reduce the costs of materials and value
addition and return to profitability.
In the Second half, business increased and customers came back with
larger orders and the impact of the turnaround measures were clearly
visible. The Management Discussion and analysis report details steps
taken for turnaround.
DIVIDEND
In view of inadequacy of profits and the losses of last year, Directors
recommend no payment of Dividend to their shareholders for the year
under review.
RESERVES
The Reserves at the end of the year 31st March, 2010 is at Rs. 1150.72
Lakhs as against the Total Reserves of Rs. 877.97 Lakhs as at 31st
March, 2009.
OTHER MATTERS
During the year, your Company invested an additional amount of
Rs.1.90crores in the Joint Venture with Bosch Electrical Drives India
Private Limited.
DIRECTORS
Mr.K.K.Nohria and Mr.C.P Dusad Directors retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment.
The brief resume/details relating to Directors who are to be
re-appointed as stipulated under Clause 49(VI)(A) of the Listing
Agreement executed with the Stock Exchanges are furnished in the Report
on Corporate Governance.
AUDITORS
M/s. Sharp &Tannan, Auditors of the Company retire at the ensuing
Annual General meeting and being eligible, offer themselves for
re-appointment. Members are requested to appoint auditors for the
current year and authorize the Board to fix their remuneration.
As required under the provisions of Section 224 of the Companies
Act,1956, the Company has obtained a written Certificate from the above
Auditors proposed to be re-appointed to the effect that their
re-appointment, if made, would be inconformity with the limits
specified in the said section.
ESOP-2006
Although, your Company had introduced Stock Option Plan -2006 for
employees, there have not been any grant of Stock Options during
2009-10 and thus, weighted Average fair values of grant during the year
under review is Nil. As required under SEBI (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 a
disclosure is annexed herewith.
HUMAN RESOURCES
The Board of Directors wish to place on record their sincere
appreciation to all the employees of the Company for their dedication,
commitment and loyalty to the Company, especially during the time of
crisis and intense restructuring . But for the team supported by the
whole Igarashi Group associates all over the world, it would have been
very difficult to pull through the crisis.
None of the employees received remuneration during the year in excess
of limits set out under Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a certificate from the
Auditors of the Company regarding compliance of the requirements of
corporate governance pursuant to clause 49 of the Listing Agreement
with the Stock Exchanges are annexed hereto.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of the Company for year under
review as required under clause 49 of the Listing Agreement with the
Stock Exchanges, is given as a separate Statement in the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 217(1)(e)
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, is
appended hereto and forms part of this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of expenditure and earnings in foreign currency are given
in the prescribed format as an annexure to this Report.
DIRECTORS RESPONSIBILITY STATEMENT
In compliance of Section 217(2AA) of the Act, your directors, on the
basis of information made available to them, confirm the following:
a) In the preparation of the annual accounts, the applicable Accounting
Standards have been followed with explanation relating to material
departures, if any;
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
company as at 31st March 2010 and of the profit of the company for the
year ended on that date;
c) Proper care has been taken for maintenance of adequate accounting
records for safeguarding the assets of the Company and detecting fraud
and other irregularities;
d) The accounts are prepared on a going concern basis.
DEPOSITS
During the year under review, your Company has not invited or accepted
any deposits from the public under Section 58A of the Companies Act,
1956 and Rules made there under
QUALITY AND ENVIRONMENT:
Your Directors are pleased to inform you that during the year your
Company continued to work on live APQP (Advanced Product Quality
Planning) processes for different Programs in the automotive
industry.This ensures an effective advance failure mode analysis to
ensure that Quality gets built into the Design as well as into
manufacturing Process.
LISTING
The shares of your Company continued to be listed at National Stock
Exchange and Bombay Stock Exchange. Listing fee has already been paid
for the financial year 2009-10. Further, Annual Custody Fee has also
been paid to NSDL and CDSL.As desired by shareholders the delisting
process was done in Madras Stock Exchange has been completed from our
side.
ACKNOWLEDGEMENT
The Board places on record its sincere appreciation for the continued
support from the relevant Government Authorities, Promoter Companies,
Shareholders, Suppliers, Customers, Employees and other business
associates, for their strong support.
For and on behalf of the Board of Directors
Place : Chennai K.K NOHRIA
Date : May 20,2010 Chairman
Mar 31, 2000
The Directors present their Eighth Annual Report and the Audited
Statement of Accounts for the year ended 31st March 2000.
FINANCIAL RESULTS 1999-00 1998-99
Rs. lacs Rs. lacs
Profit / (Loss) before Depreciation and
Miscellaneous Expenditure Written off 700.79 401.13
Less: Depreciation & Miscellaneous
expenditure Written off 190.06 166.91
Net Profit/(Loss) 510.73 234.22
RESERVES
The Reserves at the beginning of the year stood at Rs.165.38 lacs.
After considering the Proposed Transfers for the current year, the
total reserves as at 31 st March 2000 are Rs.478 lacs.
DIVIDEND
Your Directors are pleased to recomend a maiden dividend of 15% for the
year ended 31st March 2000.
EXPORTS
We are very glad to inform you that your Company has increased the
Export income to Rs.5752 lacs compared to Rs.3667 lacs during the
previous year, representing a growth of 57% over the previous year.
Your Companys products continue to be well accepted by Global
customers. Your Company has added capacity of 2 million pieces per year
during the year and this has helped in increasing the volume of exports
to 6.7 million units as compared 4.7 million units the previous year.
Being a 100% export oriented Company, your Directors would like to
mention that this growth has been possible primarily due to the vast
market base of your Companys products and the global manufactuirng
efficiencies built into your plant operations.
OUTLOOK
It is estimated that the market for your Companys products in Europe
and America will continue to grow and, from January 2000 your Company
has started exporting to Mexico.
The prospects for your Company continue to remain reasonably good and
your Directors feel that it is now time to consolidate the internal
efficiencies further so that the Quality and Cost levels of the
products continue to remain Globally competitive.
QS 9000
The Company was certified QS 9000 in November 1998 and the Quality
System has been upgraded to conform to the latest edition of QS 9000
with effect from January 2000. As you know this is a pre-requisite to
expand business with the Global Automobile Industry.
PERSONNEL
The Board of Directors wish to place on record their appreciation to
all the employees of the Company for the contribution to the operations
of the Company. It may be mentioned that the philosophy of Human
Resource Development to build knowledge, skills and experiences in
manufacturing operations to address intensely competitive Global
Engineering markets is manifesting in the employees and this strength
should enable your Company to continue its Global expansion plans,
commensurately.
Information as per section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules 1994 as amended is given
in the annexure forming part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
As required by the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, the relevant data pertaining to
conservation of energy, technology absorption and foreign exchange
earnings and outgo are given in the prescribed format as an annexure to
this report.
DEPOSITS
The Company has not invited or accepted any deposits from the public
during the year.
DIRECTORATE
Mr. T. Igarashi and Mr. S. Gumaste retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment to the Board.
AUDITORS
The Companys auditors, Sharp & Tannan, hold office upto the conclusion
of the forthcoming Annual General meeting and being eligible, are
recommended for re-appointment on terms to be negotiated by the Board
of Directors. They have furnished the requisite certificate to the
effect that their re-appointment, if effected would be in accordance
with section 224(1 B) of the Companies Act, 1956.
LISTING ARRANGEMENTS
Your Companys Shares are listed on the Chennai, Mumbai and Delhi Stock
Exchanges and the necessary listing fees have been paid upto date to
Madras and Mumbai stock exchanges. In view of the infrequent and
minimal volume of trading on the Delhi Stock exchange, process to
delist the Companys shares in DSE has been initiated, and therefore
Listing fee for the DSE has not yet been paid. The delisting will not
cause any difficulty to the shareholders with the proposed expansion of
the Mumbai Stock Exchange online trading system (BOLT) to the northern
region.
DEMATING OF SHARES
To facilitate the speedy and riskless transfer of Securities, your
Company has entered into Demat Agreement with National Securities
Depository Ltd and Central Depository Services (India) Ltd. Your
Company has entered into an agreement with Cameo Corporate Services Ltd
for providing Electronic connectivity so that trading in dematerialised
form commences from the month of June 2000.
On behalf of the Board of Directors
for CG IGARASHI MOTORS LTD
Place : Chennai K.K. NOHRIA
Date : 17th April 2000 Chairman
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