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Directors Report of IVP Ltd.
Mar 31, 2025
Your Directors'' have pleasure in presenting the 96th Annual Report on the business and operations of I VP Limited, along with the Audited Financial Statements, for the financial year ended March 31, 2025.
SUMMARY OF FINANCIAL PERFORMANCE:
|
The summary of the Companys'' financial performance for the financial year ended on March 31, 2025 is furnished below: ('' in Lakhs) |
||
|
Particulars |
2024-25 |
2023-24 |
|
Incomes |
||
|
Revenue from operations |
53,899 |
54,610 |
|
Other income |
358 |
303 |
|
Total income |
54,257 |
54,913 |
|
Expenses |
||
|
Operating expenditure |
52,158 |
52,696 |
|
Depreciation and amortization expenses |
573 |
554 |
|
Total Expenses |
52,731 |
53,250 |
|
Profit before exceptional items and tax |
1,526 |
1,663 |
|
Exceptional items (Net) |
||
|
Profit before tax |
1,526 |
1,663 |
|
Tax expenses/(credit) |
||
|
Current tax |
530 |
528 |
|
Tax in respect of earlier year |
2 |
2 |
|
Deferred tax |
(137) |
(95) |
|
Total tax expenses |
395 |
435 |
|
Profit for the year |
1,131 |
1,228 |
|
Opening balance of retained earnings |
8,771 |
7,683 |
|
Other comprehensive income (Net of Tax) |
||
|
Remeasurement loss on defined benefit plans |
13 |
15 |
|
Amount available for appropriation |
9,915 |
8,926 |
|
Appropriations |
||
|
Dividend on equity shares |
103 |
155 |
|
Closing balance of retained earnings |
9,812 |
8,771 |
The Company achieved revenue from operations of '' 53,899 Lakhs during the current year as against '' 54,610 Lakhs during the previous year. Profit after tax for the current year was '' 1,131 Lakhs as compared to Profit after tax of '' 1,228 Lakhs in the previous year.
The Companys'' performance has been discussed in detail in the "Management Discussion and Analysis Report" which forms a part of this report.
The Directors have recommended a Dividend of '' 1 per Equity Share of '' 10 each, out of the current year''s profit, on 1,03,26,263 Equity Shares of '' 10 each amounting to '' 103 Lakhs. The final dividend on Equity Shares, if approved by the Members, would involve a cash outflow of '' 103 Lakhs.
The paid-up Share Capital of the Company as on March 31, 2025 stood at '' 10,32,62,630 comprising of 1,03,26,263 equity shares of '' 10/- each. During the year under review, the Company has not issued any equity shares with or without differential rights, granted stock options or issued sweat equity shares.
Equity shares of the Company are listed on BSE Limited (''BSE'') and on The National Stock Exchange of India Limited (''NSE''). The Company has paid the requisite listing fees to the Stock Exchanges up to the financial year 2025-26.
The Directors have decided to retain the entire amount of '' 9,812 Lakhs in the retained earnings.
The total Capital Expenditure incurred during the year was '' 643 Lakhs, spent on Factory Buildings, Plant & Machineries and on Information Technology.
During the financial year 2024-25, the Company focused on capacity utilisation and sales growth. Technological improvements have been undertaken at plants to reduce manual efforts and improve safety standards. The Company remained focused on its long term vision throughout the year and achieved better capacity utilisation. The Company uses operational excellence tools to standardize its processes and activities and ensure efficient systems.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34(2)(e) read with Para B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report is enclosed as a part of this report.
The Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations.
In compliance with the provisions of Regulation 34 of SEBI ("Listing Regulations") read with Schedule V to SEBI Listing Regulations, a report on Corporate Governance along with a Certificate from Messrs. Amit Jaste & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Listing Regulations are included as a part of this Annual Report.
DIRECTORS'' AND KEY MANAGERIAL PERSONNEL:
Appointment/Re-Appointment:
The Board of Directors of the Company on August 8, 2024, based on the recommendation of the Nomination and Remuneration Committee (âNRC''), approved the appointment of Mr. Pratik Kadakia (DIN: 10719953) as an Additional Director (Independent, Non-Executive) effective from August 8, 2024. Further, the Board approved his appointment as an Independent Director for a term of five (5) years with effect from August 8, 2024 up to August 7, 2029 (both days inclusive), subject to approval of Members of the Company.
On October 9, 2024, Members ofthe Company, by way of a Postal Ballot, approved the appointment of Mr. Pratik Kadakia as an Independent Director for the above-mentioned tenure.
The Board of Directors of the Company through its circular resolution dated June 3, 2025 and approved on June 4, 2025, based on the recommendation of the Nomination and Remuneration Committee (âNRC''), approved the appointment of Mr. Rajkumar Lekhwani (DIN: 10652214) as an Additional Director (NonExecutive, Non-Independent), effective from June 6, 2025, subject to approval of Members in the 96th Annual General Meeting. The resolution seeking Members approval for his appointment forms part of the Notice.
The current term of Mr. Mandar P. Joshi (DIN: 07526430) as Whole-Time Director and Chief Executive Officer is up to July 31, 2025. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has re-appointed Mr. Mandar P. Joshi as a Whole-Time Director and Chief Executive Officer of the Company for a further period of 3 (three) years w.e.f. August 1, 2025, subject to approval of Members of the Company. A resolution seeking Members approval for his reappointment forms a part of the Notice.
Retire by Rotation:
In accordance with the provisions of Section 152 of the Act read with rules made thereunder, Mr. T. K. Gowrishankar (DIN: 00847357), NonExecutive Director, retires by rotation at the ensuing 96th AGM and being eligible, has offered himself for re-appointment. The Board has recommended for the approval of the Members, re-appointment of Mr. T. K. Gowrishankar as a Non-Executive Director at the ensuing 96th AGM. A brief profile of Mr. T. K. Gowrishankar and other requisite information are provided as part of the Notice of 96th AGM.
Additional information, pursuant to Regulations 36(3) of the Listing Regulations, in respect of the Directors
seeking appointment/re-appointment in AGM, forms a part of the Notice.
None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 ("the Act") and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Cessation:
As per the terms of his appointment, Mr. Amin Manekia (DIN: 00053745), completed his second term as an Independent Director on close of business hours on August 11, 2024 and accordingly ceased to be an Independent Director and Member of the Board of Directors of the Company.
The Board placed on record its appreciation for Mr. Amin Manekias'' contribution during his association with the Company.
Key Managerial Personnels:
During the year under review, there were no changes in the Key Managerial Personnel of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025 are:
Mr. Mandar P. Joshi - Whole-Time Director and Chief Executive Officer. Mr. Rakesh Joshi - Chief Financial
Officer and Mr. Jay R Mehta - Company Secretary.
DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess requisite integrity, experience, expertise and proficiency required under all the applicable laws and policies of the Company.
As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors are registered under the Independent Directors Databank.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Act, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that:
a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;
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 a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2025 and of the profit of the Company for the same period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial control procedures which commensurate with its size and the nature of business.
The Company has appointed Messrs. Aneja Associates, Chartered Accountants, as Internal Auditors who periodically conduct an independent audit of the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements, if any. The Audit Committee meets every quarter to review and discuss the Internal Audit reports and follows up on action plans of past significant audit issues and compliance with the audit plan.The Internal and Statutory Auditors of the Company discuss their audit findings and updates the Committee and submit their views directly to the Committee. Separate discussions are held with the Internal Auditors to focus on compliance issues and to conduct detailed reviews of the processes and internal controls in the Company.
During the year under review, no material or serious observation has been received from the Auditors of the Company for the inefficiency or inadequacy of such controls.
The Audit Committee of the Board of Directors approves the annual internal audit plan and periodically review the progress of audits as per approved audit plans.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 (four) times during the Financial Year 2024-25. The details of which are given in the Corporate Governance Report which forms part of this Annual Report.
The Board of Directors have carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and in accordance with the requirements prescribed under the Listing Regulations.
The performance of the Board was evaluated by the Board Members after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes,contribution at the meetings, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from Committee Members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.
The Board reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of Independent Directors:
i) Performance of Non-Independent Directors and the Board as a whole was evaluated;
ii) Performance of the Chairman of the Company, taking into account the views of Executive Director
and Non-Executive Director was evaluated;
iii) The quality, quantity and timeliness of flow of information between the Company Management and the Board that was necessary for the Board to effectively and reasonably perform their duties was evaluated.
The same was discussed in the Board Meeting held subsequently to the meeting of the Independent Directors. The performance ofthe Board, its Committees and of individual Directors was also reviewed by the Board. The performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
COMPANYS'' POLICY ON NOMINATION, REMUNERATION, BOARD DIVERSITY AND EVALUATION:
In terms of the applicable provisions of the Act, read with the Rules made thereunder and the Listing Regulations, the Company has formulated a Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and other Employees, Board Diversity and Evaluation of Directors. The salient features/terms of reference of the aforesaid policy as provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report. The Nomination and Remuneration Policy can be accessed on the website of the Company at https://www.ivpindia.com/policies.
The details pertaining to the composition of the Audit Committee have been provided in the Corporate Governance Report which forms part of this report.
i) Statutory Auditors:
Messrs.Rajendra & Co..Chartered Accountants (Firm Registration No.: 108355W), were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 92nd AGM of the Company to hold office till 97th AGM to be held in the year 2026.
The report of the Statutory Auditors along with notes to schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
ii) Cost Auditors:
Messrs. Kishore Bhatia & Associates, Cost Accountants, were appointed by the Board of Directors as the Cost Auditors for auditing the Cost Accounts of the Company for the financial year ended March 31, 2025 and they have been reappointed as Cost Auditor for the financial year ended March 31, 2026.
The remuneration as fixed by the Board of Directors is required to be ratified by the Members at the ensuing AGM of the Company.
The Board of Directors recommends the ratification of remuneration payable to the Cost Auditors'' at the ensuing AGM.
The Cost Audit Report for the financial year 2023-24 did not contain any qualification, reservation or adverse remark and was filed within due time.
iii) Secretarial Auditors:
Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company had appointed Mr. Aqueel Mulla, Proprietor of Messrs. A. A. Mulla & Associates, Practicing Company Secretaries, (FCS NO. 2973, CP. NO. 3237), to conduct Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report is enclosed as "Annexure Aâ to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Further, the Board on recommendation of the Audit Committee, has approved the appointment of Mr. Aqueel Mulla, Proprietor of Messrs. A. A. Mulla & Associates, Practicing Company Secretaries (FCS NO. 2973, CP. NO. 3237) as Secretarial Auditor of the Company, subject to approval of the Members of the Company at the ensuing Annual General Meeting (âAGMâ) for a period of Five (5) consecutive years commencing from Financial Year 2025 -26 till Financial Year 2029-30 at such remuneration as shall be fixed by the Board of Directors of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in "Annexure B" to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Members are requested to take a note that as per provisions of Section 135 of the Act and Rules made thereunder, the Company spent '' 44,15,621/- (Rupees Forty-Four Lakhs Fifteen Thousand Six Hundred Twenty-One only) for construction of a new Smart classrooms with One Smart Panel, One Magnetic white Board and 50 Benches for students and other equipment & accessories, scholarships to ten deserving and financially challenged students and also funded teacher enrichment and skills development programmes through which teachers can improve their skills at the P. L. Shroff College situated in Chinchani, Tarapur, Boisar during financial year 2024-25.
The salient features/terms of reference along with details of the composition of the Corporate Social Responsibility Committee, the brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Corporate Governance Report which forms part of this Annual Report.
The content of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company at https://www.ivpindia.com/policies.
The Companys'' CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2025, in accordance with Section 135 of the Act and Companies (Corporate
Social Responsibility Policy) Rules, 2014 is set out in
"Annexure C" to this report.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the Listing Regulations, a Vigil Mechanism for Directors and Employees to report genuine concerns/grievances has been established. During the year under review, no employee was denied access to the Audit Committee. The Vigil Mechanism and Whistle Blower Policy as approved by the Board of Directors is available on the website of the Company at https://www.ivpindia.com/policies.
RELATED PARTY TRANSACTIONS:
All transactions with related parties entered into during the financial year 2024-25 were at arms'' length basis and in the ordinary course of business and in accordance with the provisions of the Act and the Rules made thereunder. There were no transactions which were material (considering the materiality thresholds prescribed under the Act and Regulation 23 of the Listing Regulations).
Accordingly, no disclosure is made in respect of the Related Party Transactions in the prescribed Form AOC-2 in terms of Section 134 of the Act and Rules made thereunder.
There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. There were no transactions of the Company with any person or entity belonging to the Promoter(s)/Promoter(s) Group which individually holds 10% or more shareholding in the Company.
The details of the related party transactions are set out in notes to the Financial Statements.
All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the Related Party Transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals granted on a quarterly basis. A statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board for review and approval on a quarterly basis.
The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://www.ivpindia.com/policies.
HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company continues to be the Subsidiary Company of Allana Exports Private Limited together with other subsidiary companies. The Company does not have any Subsidiaries, Associates or Joint Venture Companies.
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act and the Rules framed thereunder, the Annual Return for the Financial Year ended March 31, 2025 is available on the website of the Company at https://www.ivpindia.com/financials.
REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
The information required pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is given in the "Annexure D" to this report.
Details of employees remuneration as required under Section 197 of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours and shall be made available to any Member on their request.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The information on Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act is not applicable as no such Loans, Guarantees have been given or Investments have been made by the Company.
The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control.
The Audit Committee reviews the adequacy of the risk management framework and reviews are conducted on an ongoing basis based on a comprehensive risk-based audit plan prepared by the internal auditor.The Internal Audit team reviews and reports to the management and the Audit Committee about compliance with internal controls, and the efficiency and effectiveness of operations as well as the key process risks which is reviewed by audit committee on quarterly basis. The Board undertakes periodic review of various matters including risk management, forex, internal audit reports, etc.
All assets of the Company are adequately insured.
Employees relations continued to remain cordial and satisfactory during the financial year. The total number of permanent employees as on March 31, 2025 was 205.
SEXUAL HARASSMENT AT WORKPLACE:
The Company has formulated a Policy on prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is aimed at providing every woman at the workplace a safe, secure and dignified work environment.
The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, including constitution of the Sexual Harassment Committee i.e. Internal Complaints Committee.
No. of complaints at the beginning of the Financial year 2024-25: NIL
No. of complaints received during the financial year 2024-25: NIL
No. of complaints disposed off during the financial year 2024-25: NIL
No. of Complaints pending for more than 90 days: NIL No. of complaints pending as on March 31, 2025: NIL
The Company has complied with all the applicable provisions of Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate affairs (MCA), Government of India.
COST ACCOUNTS AND COST RECORDS:
The Company is required to maintain Cost Records under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.
As required under the above mentioned provisions, the Cost Accounts and Cost Records have been maintained by the Company.
Pursuant to the relevant circulars issued by Ministry of Corporate Affairs (MCA), Government of India and Securities S Exchange Board of India (SEBI) Notice of
the AGM and the Annual Report of the Company for the year 2024-25, the said documents have been sent only by email to the Members who have registered their email address with the Company/Depository Participant(s).
CHANGE IN NAME OF REGISTRAR AND SHARE TRANSFER AGENT:
The name of Registrar and Transfer Agent of the Company is changed to MUFG Intime India Private Limited (RTA) from Link Intime India Private Limited, with effect from December 31, 2024. This is pursuant to acquisition of Link Group by Mitsubishi UFJ Trust & Banking Corporation, by way of scheme of arrangement.
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year under review:
⢠There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2024-25 and the date of this report;
⢠The Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014;
⢠There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future;
⢠The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act;
⢠There has been no change in the nature of business of Company;
⢠The Company has not issued any sweat equity shares to its directors or employees;
⢠There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;
⢠There was no instance of one-time settlement with any Bank or Financial Institution; and
⢠The Company is in compliance with the provisions relating to the Maternity Benefits Act, 1961.
On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions and our employees for all the support rendered during the year.
Mar 31, 2024
Your Directors'' have pleasure in presenting the 95th Annual Report on business and operations together with the Audited Financial Statements for the year ended March 31, 2024.
SUMMARY OF FINANCIAL PERFORMANCE:
The summary of the Company''s financial performance for the financial year ended on March 31, 2024 is furnished below:
|
('' in Lakhs) |
||
|
Particulars |
2023-24 |
2022-23 |
|
Incomes |
||
|
Revenue from operations |
54,610 |
66,095 |
|
Other income |
303 |
284 |
|
Total income |
54,913 |
66,379 |
|
Expenses |
||
|
Operating expenditure |
52,696 |
63,354 |
|
Depreciation and amortization expenses |
554 |
520 |
|
Total Expenses |
53,250 |
63,874 |
|
Profit before exceptional items and tax |
1,663 |
2,505 |
|
Exceptional items (Net) |
- |
1,290 |
|
Profit before tax |
1,663 |
3,795 |
|
Tax expenses/(credit) |
||
|
Current tax |
528 |
627 |
|
Tax in respect of earlier year |
2 |
5 |
|
Deferred tax |
(95) |
361 |
|
Total tax expenses |
435 |
993 |
|
Profit for the year |
1,228 |
2,802 |
|
Opening balance of retained earnings |
7,683 |
4,975 |
|
Other comprehensive income (Net of Tax) |
||
|
Remeasurement loss on defined benefit plans |
15 |
61 |
|
Amount available for appropriation |
8,926 |
7,838 |
|
Appropriations |
||
|
Dividend on equity shares |
155 |
155 |
|
Closing balance of retained earnings |
8,771 |
7,683 |
The Company achieved revenue from operations of '' 54,610 Lakhs during the current year as against '' 66,095 Lakhs during the previous year. Profit after tax for the current year was '' 1,228 Lakhs as compared to Profit after tax of '' 2,802 Lakhs in the previous year.
The Company''s performance has been discussed in detail in the "Management Discussion and Analysis Report" which forms a part of this report.
The Directors have recommended a Dividend of '' 1 per Equity Share of '' 10 each, out of the current year''s profit, on 1,03,26,263 Equity Shares of '' 10 each amounting to '' 103 Lakhs. The final dividend on Equity Shares, if approved by the Members, would involve a cash outflow of '' 103 Lakhs.
The paid-up Share Capital of the Company as on March 31, 2024 stood at '' 10,32,62,630 comprising of 1,03,26,263 equity shares of '' 10/- each. During the year under review, the Company has not issued any equity shares with or without differential rights, granted stock options or issued sweat equity shares.
Equity shares of the Company are listed on BSE Limited (''BSE'') and on National Stock Exchange of India Limited (''NSE''). The Company has paid the requisite listing fees to the Stock Exchanges up to the financial year 2024-25.
The Directors have decided to retain the entire amount of '' 8,771 Lakhs in the retained earnings.
The total Capital Expenditure incurred during the year was '' 347 Lakhs, spent on Factory Buildings, Plant & Machineries and on Information Technology.
During the financial year 2023-24, the Company focused on capacity utilisation and sales growth. Technological improvements have been undertaken at plants to reduce manual efforts and improve safety standards. The Company remained focused on its long term vision throughout the year and achieved better capacity utilisation. The Company uses operational excellence tools to standardize its processes and activities and ensure efficient systems.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34(2)(e) read with Para B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report is enclosed as a part of this report.
The Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations.
In compliance with the provisions of Regulation 34 of SEBI ("Listing Regulations") read with Schedule V to SEBI Listing Regulations, a report on Corporate Governance along with a Certificate from M/s. Amit Jaste & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Listing Regulations are included as a part of this Annual Report.
DIRECTORS'' AND KEY MANAGERIAL PERSONNEL:
Mr. Mandar P. Joshi (DIN: 07526430) Whole-Time Director & Chief Executive Officer, retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders'' approval for his re-appointment forms part of the Notice.
Additional information, pursuant to Regulations 36(3) of the Listing Regulations, in respect of the Directors seeking appointment/re-appointment in AGM, forms a part of the Notice.
None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 ("the Act") and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
In terms of Regulation 17(1A) of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, appointment of Mr. T. K. Gowrishankar (DIN: 00847357) Non-Executive & Non-Independent Director, is required to be regularised since he will be attaining the age of 75 years on of March 16, 2025. A resolution seeking Shareholders'' approval for his continuation forms part of the Notice.
During the year under review, there were no changes in the Key Managerial Personnel of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:
Mr. Mandar P. Joshi - Whole-Time Director and Chief Executive Officer, Mr. Rakesh Joshi - Chief Financial Officer and Mr. Jay R Mehta - Company Secretary.
DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess requisite integrity, experience, expertise
and proficiency required under all the applicable laws and policies of the Company.
As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors are registered under the Independent Directors Databank.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Act, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2024, the Board of Directors hereby confirms that:
a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;
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 a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024 and of the profit of the Company for the same period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial control procedures which commensurate with its size and the nature of business.
The Company has appointed M/s. Aneja Associates, Chartered Accountants, as Internal Auditors who periodically conduct independent audit of the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements, if any. The Audit Committee meets every quarter to review and discuss the Internal Audit reports and follows up on action plans of past significant audit issues and
compliance with the audit plan. The Internal and Statutory Auditors of the Company discuss their audit findings and updates with the Committee and submit their views directly to the Committee. Separate discussions are held with the Internal Auditors to focus on compliance issues and to conduct detailed reviews of the processes and internal controls in the Company.
During the year under review, no material or serious observation has been received from the Auditors of the Company for the inefficiency or inadequacy of such controls.
The Audit Committee of the Board of Directors approves the annual internal audit plan and periodically reviews the progress of audits as per approved audit plans.
NUMBER OF MEETINGS OF THE BOARD:
The Board met four times during the Financial Year 2023-24. The details of which are given in the Corporate Governance Report which forms part of this Annual Report.
BOARD EVALUATION:
The Board of Directors have carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and in accordance with the requirements prescribed under the Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, contribution at the meetings, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.
The Board reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017.
In a separate meeting of Independent Directors:
i) Performance of Non-Independent Directors and the Board as a whole was evaluated;
ii) Performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Director was evaluated;
iii) The quality, quantity and timeliness of flow of information between the Company Management and the Board that was necessary for the Board to effectively and reasonably perform their duties was evaluated.
The same was discussed in the Board Meeting held subsequently to the meeting of the Independent Directors. The performance of the Board, its Committees and of individual Directors was also reviewed by the Board. The performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
COMPANY''S POLICY ON NOMINATION, REMUNERATION, BOARD DIVERSITY AND EVALUATION:
In terms of the applicable provisions of the Act, read with the Rules made thereunder and the Listing Regulations, the Company has formulated a Policy on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management and other Employees, Board Diversity and Evaluation of Directors. The salient features/terms of reference of the aforesaid policy as provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report. The Nomination and Remuneration Policy can be accessed on the website of the Company at www.ivpindia.com
AUDIT COMMITTEE:
The details pertaining to the composition of the Audit Committee has been provided in the Corporate Governance Report which forms part of this report.
AUDITORS:
i) Statutory Auditors:
M/s. Rajendra & Co., Chartered Accountants (Firm Registration No.: 108355W), were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 92nd AGM of the Company to hold office till 97th AGM to be held in the year 2026.
The report of the Statutory Auditors along with notes to schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
ii) Cost Auditors:
M/s. Kishore Bhatia & Associates, Cost Accountants, were appointed by the Board of Directors as the Cost Auditors for auditing the Cost Accounts of the Company for the year ended March 31, 2025.
The remuneration as fixed by the Board of Directors is required to be ratified by the Members at the ensuing AGM of the Company.
The Board of Directors recommends the ratification of the Cost Auditors'' remuneration at the ensuing AGM.
The Cost Audit Report for the financial year 2022-23 has been filed within due date and it does not contain any qualification, reservation or adverse remark.
iii) Secretarial Auditors:
Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. A. A. Mulla & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the FY 2023-24. The Secretarial Audit Report is enclosed as "Annexure A" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in "Annexure B" to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Members are requested to take a note that as per provisions of Section 135 of the Act and Rules made thereunder, the Company spent '' 37,01,362/-* (Rupees Twenty Six Lakhs Sixty Seven Thousand Five Hundred and Ten only) for construction of Two new classrooms for students of different grades at Salwad School, Boisar, during financial year 2023-24.
The salient features/terms of reference along with details of the composition of the Corporate Social Responsibility Committee, the brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Corporate Governance Report which forms part of this Annual Report.
The content of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company at https://www.ivpindia.com/policies.
The Companys'' CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in "Annexure C" to this report.
*^10.33 Lakhs was adjusted against excess CSR funds spent in previous three years.
VIGIL MECHANISM AND WHISTLE
Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the Listing Regulations, a Vigil Mechanism for Directors and Employees to report genuine concerns/grievances has been established. During the year under review, no employee was denied access to the Audit Committee. The Vigil Mechanism and Whistle Blower Policy as approved by the Board of Directors is available on the website of the Company at https://www.ivpindia.com/policies
During the year, Company had also conducted training & awareness sessions on Vigil Mechanism & Whistle Blower for all the employees of the Company.
All transactions with related parties entered into during the financial year 2023-24 were at arms'' length basis and in the ordinary course of business and in accordance with the provisions of the Act and the Rules made thereunder. There were no transactions which were material (considering the materiality thresholds prescribed under the Act and Regulation 23 of the Listing Regulations). Accordingly, no disclosure is made in respect of the Related Party Transactions in the prescribed Form AOC-2 in terms of Section 134 of the Act and Rules made thereunder.
There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. There were no transactions of the Company with any person or entity belonging to the Promoter(s)/Promoter(s) Group which individually holds 10% or more shareholding in the Company.
The details of the related party transactions are set out in notes to the Financial Statements.
All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the Related Party Transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted on a quarterly basis. A statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board for review and approval on a quarterly basis.
The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://www.ivpindia.com/policies
HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company continues to be the Subsidiary Company of Allana Exports Private Limited together with other subsidiary companies. The Company does not have any Subsidiaries, Associates or Joint Venture Companies.
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act and the Rules framed thereunder, the Annual Return for the Financial Year ended March 31, 2024 is available on the website of the Company at https://www.ivpindia.com/financials
REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
The information required pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is given in the "Annexure D" to this report.
Details of employees remuneration as required under Section 197 of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours and shall be made available to any shareholder on their request.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The information on Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act is not applicable as no such Loans, Guarantees have been given or Investments have been made by the Company.
The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control.
The Audit Committee reviews the adequacy of the risk management framework and reviews are conducted on an ongoing basis based on a comprehensive risk-based audit plan prepared by the internal auditor. The Internal Audit team reviews and reports to the management and the Audit Committee about compliance with internal controls, and the efficiency and effectiveness of operations as well as the key process risks which is reviewed by audit committee on quarterly basis. The Board undertakes periodic review of various matters including risk management, forex, internal audit reports, etc.
All assets of the Company are adequately insured.
Employees relations continued to remain cordial and satisfactory during the financial year. The total number of permanent employees as on March 31, 2024 was 208.
SEXUAL HARASSMENT AT WORKPLACE:
The Company has formulated a Policy on prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is aimed at providing every woman at the workplace a safe, secure and dignified work environment.
The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, including constitution of the Sexual Harassment Committee i.e. Internal Complaints Committee.
No. of compliants at the beginning of the Financial year 2023-24: NIL
No. of complaints filed during Financial Year 2023-24: NIL
No. of complaints disposed off during Financial Year 2023-24: NIL
No. of complaints pending as on March 31, 2024: NIL
The Company has complied with all the applicable provisions of Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate affairs (MCA), Government of India.
COST ACCOUNTS AND COST RECORDS:
The Company is required to maintain Cost Records under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.
As required under the above mentioned provisions, the Cost Accounts and Cost Records have been maintained by the Company.
Pursuant to the relevant circulars issued by Ministry of Corporate Affairs (MCA), Government of India and Securities & Exchange Board of India (SEBI) Notice of the AGM and the Annual Report of the Company for
the year 2023-24, the said documents have been sent only by email to the shareholders who have registered their email address with the Company/Depository Participant(s).
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year under review:
⢠There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report;
⢠The Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014;
⢠There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future;
⢠The Auditors of the Company have not reported any fraud as specified under the Section 143(12) of the Act;
⢠There has been no change in the nature of business of the Company;
⢠The Company has not issued any sweat equity shares to its directors or employees;
⢠There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and
⢠There was no instance of one-time settlement with any Bank or Financial Institution.
Your directors place on record their appreciation for the continuous support received from Banks and Central/State Government Departments. The directors would also like to record their appreciation for the dedication shown by the employees of the Company at all levels.
Mar 31, 2018
The Members
The Directors have pleasure in presenting to you the 89th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2018.
FINANCIAL RESULTS:
(Rs. in Lakhs)
|
Particulars |
2017-18 |
2016-17 1 |
|
Revenue from Operations |
27,554.44 |
18,047.89 |
|
Other Income (Net) |
136.69 |
116.58 |
|
Total Income |
27,691.13 |
18,164.47 |
|
Expenses |
||
|
Operating expenditure |
25,789.75 |
16,325.94 |
|
Depreciation and amortization expenses |
260.01 |
136.52 |
|
Total Expenses |
26,049.76 |
16,462.46 |
|
Profit before Tax (PBT) |
1,641.37 |
1,702.01 |
|
Tax Expenses |
602.58 |
621.24 |
|
Profit for the year |
1,038.79 |
1,080.77 |
|
Opening balance of Retained Earnings |
3,117.45 |
2,288.57 |
|
Other Comprehensive Income (Net of Tax) |
(0.49) |
(3.30) |
|
Amount available for appropriation |
4,155.75 |
3,366.04 |
|
Appropriations |
||
|
Dividend on equity shares (excluding tax) |
206.53 |
206.53 |
|
Tax on Dividends |
42.04 |
42.04 |
|
Closing balance of retained earnings |
3,907.18 |
3,117.47 |
*figures as per
IND AS PERFORMANCE FOR THE YEAR:
The Company achieved a revenue from operations of Rs. 27,554.44 lakhs during the current year as against Rs.18,047.89 lakhs during the previous year. The PAT for the current year was Rs.1,038.79 lakhs as compared to Rs. 1,080.77 lakhs in the previous year.
The Company''s performance has been discussed in detail in the "Management Discussion and Analysis Report" which forms a part of this report.
DIVIDEND:
The Directors have recommended a Dividend of Rs.2 per equity share of Rs.10 each, out of the current year''s profit, on 1,03,26,263 equity shares of Rs.10 each amounting to Rs.2,06,52,526/-. Dividend for the current year will be free of tax in the hands of shareholders, upto an amount aggregating to Rs.10,00,000/-.
TRANSFER TO RESERVES:
The Directors have decided to retain the entire amount of R 3,907.18 lakhs in the retained earnings.
CAPITAL EXPENDITURE:
The total Capital Expenditure during the year was Rs.2,617.49 lakhs, spent on Factory Buildings, Plant & Machineries, Furniture & Fixtures, Office Equipment, Vehicles and on Information Technology.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations"), the Management Discussion and Analysis Report is enclosed as a part of this report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations.
A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the Company M/s. Bansi S. Mehta & Co., Chartered Accountants confirming compliance with the conditions of Corporate
Governance as stipulated under Listing Regulations is included as a part of this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Priya Ranjan (DIN: 08065588) was appointed as an Additional Director of the Company on 12th February, 2018 to hold office upto the date of ensuing Annual General Meeting (AGM). It is proposed to recommend to the shareholders the appointment of Mr. Priya Ranjan (DIN: 08065588) as Director at the ensuing AGM.
As per the provisions of Section 152 of the Companies Act, 2013 (âthe Actâ), Mr. Vishal Pandit (DIN: 00121297) retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment.
Mr. S.S.Sayed, retired w.e.f 30th September, 2017 as the Company Secretary of the Company and Mr. Sameer Phatak resigned w.e.f. 30th November, 2017 as the Chief Financial Officer of the Company.
The Board places on record its appreciation for the outstanding contribution made by Mr. S.S.Sayed as Company Secretary and Mr. Sameer Phatak as Chief Financial Officer of the Company.
In terms of Section 203 of the Act, the Board appointed Mrs. Nisha Kantirao as the Company Secretary and Compliance Officer, w.e.f. 1st October, 2017 and Mrs. Meenal Rane as the Chief Financial Officer of the Company w.e.f. 1st December, 2017.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March, 2018 are:
Mr. Mandar Joshi, Whole Time Director & Chief Executive Officer, Mrs. Meenal Rane, Chief Financial Officer and Mrs. Nisha Kantirao, Company Secretary.
The members'' approval is being sought at the ensuring AGM for the above appointments.
STATEMENT OF DECLARATION ON INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act.
ADOPTION OF NEW ARTICLES OF ASSOCIATION:
The existing Articles of Association (AOA) of the Company are based on the provisions of the Companies Act, 1956 and several regulations in the existing AOA contain references to specific sections of the Companies Act, 1956. In order to make the AOA of the Company in tandem with the relevant sections/ provisions under the Companies Act, 2013 and rules made thereunder, it is proposed to replace the existing AOA of the Company by a new set of Articles. Accordingly, in lieu of amendments to various articles in the existing AOA, it is considered prudent and desirable to adopt a new set of AOA of the Company, in substitution for, and to the exclusion of the existing AOA of the Company. Pursuant to Section 14 of the Act, the consent of the members of the Company by way of a Special Resolution is required for adoption of a new set of AOA of the Company. Accordingly, this matter has been placed before the Members for approval.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended 31st March, 2018, the Board of Directors hereby confirms that:
a) In the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures;
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 a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2018 and of the profit of the Company for the same period;
c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the Company and such information for the Company are adequate and operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate internal financial control procedures commensurate with its size and nature of business.
The Company has appointed Internal Auditor who periodically audit the adequacy and effectiveness of the internal controls laid down by management and suggest improvements.
The Audit Committee of the Board of Directors approves the annual internal audit plan, periodically reviews the progress of audits as per approved audit plans.
NUMBER OF MEETINGS OF THE BOARD:
The Board met five times during the financial year 2017-18, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Act and Listing Regulations.
BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by the Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.
The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive Director. The same was discussed in the Board meeting held subsequently to the meeting of the Independent Directors. The performance of the Board, its Committees and individual Directors was also discussed by the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.
COMPANY''S POLICY ON NOMINATION, REMUNERATION, BOARD DIVERSITY AND EVALUATION:
In terms of the applicable provisions of the Act, read with the Rules made thereunder and the Listing Regulations, the Company has formulated a Policy on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management and other employees and also on Board Diversity, Evaluation of Directors. The Company''s policy on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Report. The Nomination and Remuneration Policy can be accessed on the website of the Company - www.ivpindia.com.
AUDIT COMMITTEE:
The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.
INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated 16th February, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of Companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. For your Company, Ind AS is applicable from 1st April, 2017 with a transition date of 1st April, 2016.
The reconciliations and descriptions of the effect of the transition from IGAAP to Ind AS have been provided in Note 44 in the Notes to Accounts in the Financial Statements.
AUDIT OBSERVATIONS:
There is no qualification or adverse remark in Auditors'' Report. There is no incident of fraud requiring reporting by the Auditors under Section 143(12) of the Act. Auditor''s observations are suitably explained in the notes to the Accounts and are self-explanatory.
AUDITORS:
i) Statutory Auditors:
The Company''s Auditor M/s. Bansi S. Mehta & Co., Chartered Accountants (Firm''s Registration No. 100991W) were appointed as Statutory Auditors of the Company for a period of 4 years at 85th AGM of the Company and they shall retire at the conclusion of the ensuing 89th AGM of the Company. The Board of Directors placed on record their appreciation for the retiring auditors.
The Audit Committee of the Company has proposed, and on 24th May, 2018, the Board of Directors of the Company has recommended the appointment of B S R & Associates LLP, Chartered Accountants (Firm Registration No. 116231W/W-100024) as the Statutory Auditors of the Company. B S R & Associates LLP will hold office for a period of five consecutive years from the conclusion of 89th AGM of the Company scheduled to be held on 9th August, 2018, till the conclusion of the 94th AGM to be held in the year 2023, subject to the shareholders of the Company.
ii) Cost Auditors:
M/s. Hemant Shah & Associates, Cost Accountants, were appointed by the Board of Directors as the Cost Auditor for auditing the Cost Accounts of the Company for the year ended 31st March, 2019.
The remuneration as fixed by the Board of Directors is required to be ratified by members at the forthcoming AGM of the Company.
The Cost Audit Report for the year 2016-17 has been filed under XBRL mode within the due date of filing.
Your Directors recommend the ratification of the Cost Auditor''s remuneration at the forthcoming AGM.
iii) Secretarial Auditor:
Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. A. A. Mulla & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as Annexure-A to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The details of composition of Corporate Social Responsibility Committee has been provided under Corporate Governance Section of this Annual Report.
The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on our website www.ivpindia.com.
The report as per Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure-C.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the Listing Regulations, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism and Whistle Blower Policy has been hosted on the website of the Company at www.ivpindia.com.
RELATED PARTY TRANSACTIONS:
All transactions with related parties entered into during the financial year 2017-18 were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the Rules made thereunder. There were no transactions which were material (i.e. transactions exceeding ten percent of the annual turnover as per last audited financial statements entered into individually or taken together with previous transactions during the financial year). Accordingly, no disclosure is required in respect of the Related Party Transactions in the prescribed Form AOC-2 in terms of Section 134 of the Act and Rules made thereunder.
Members may refer to note no. 39 of the financial statements with respect to Related Party disclosures.
All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted on a quarterly basis.
The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Act, the Rules thereunder and the Listing Regulations. The Policy on Related Party transactions has been hosted on website of the Company at www.ivpindia.com.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have any Subsidiaries, Associates or Joint venture companies.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Act, Extract of the Annual Return for the financial year ended 31st March, 2018 made under the provisions of Section 92(3) of the Act is attached as Annexure-D which forms part of this Report.
REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is given in the Annexure-E to this report.
Details of employees'' remuneration as required under the provisions of Section 197 of the Act and Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the registered office of the Company during working hours and shall be made available to any shareholder on request.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The information on Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act is not applicable as no such Loans, Guarantees have been given or Investments made by the Company.
FIXED DEPOSITS:
The Company has not accepted any fixed deposits including from the Public and as such no amount of principal or interest was outstanding as of the Balance Sheet date.
RISK MANAGEMENT:
The Company has Risk Management Policy to mitigate the risks. The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Internal Auditor of the Company prepares quarterly risk analysis reports which are reviewed and discussed at the Audit Committee and the Board Meetings.
INSURANCE:
All assets of the Company are adequately insured.
EMPLOYEES RELATIONS:
Employees relations continued to be cordial and satisfactory during the year. The total number of permanent employees as on 31st March, 2018 was 194.
SEXUAL HARRASMENT AT WORK PLACE:
The Company has in place a Sexual Harassment Committee. The Committee is headed by an Independent person having social background. During the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
SECRETARIAL STANDARDS:
The Company complies with all applicable Secretarial Standards.
GREEN INITIATIVES:
Electronic copies of Annual Report 2017-18 are sent to all members whose email addresses are registered with the Company/depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.
ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation of the continuous support received from Banks, Central/State Government Departments. The Directors would also like to record their appreciation for the dedication shown by the employees of the Company at all levels.
By Order of the Board of Directors
VISHAL PANDIT
Chairman
Place : Mumbai
Date : 24th May, 2018
Registered Office:
Shashikant N. Redij Marg,
Ghorupdeo, Mumbai - 400 033.
CIN : L74999MH1929PLC001503
Tel : 022-62488400
Email : ivpsecretarial@ivpindia.com
Website : www.ivpindia.com
Mar 31, 2017
To
The Members
The Directors have pleasure in presenting to you the 88th Annual Report of the Company and the Audited Financial Statements for the year ended 31st March, 2017.
FINANCIAL RESULTS:
(Rupees in Lakhs)
|
Particulars |
2016-17 |
2015-16 |
|
Sales and other income |
16347 |
15981 |
|
Profit before depreciation |
1856 |
1926 |
|
Less : Depreciation |
137 |
124 |
|
Profit after depreciation but before tax |
1719 |
1802 |
|
Less : Tax provision |
566 |
660 |
|
Deferred Tax |
34 |
101 |
|
Profit for the year after tax |
1119 |
1041 |
PERFORMANCE FOR THE YEAR:
The Company achieved revenue of Rs. 163.47 Crores during the current year as against Rs. 159.81 Crores during the previous year. The PAT for the current year was Rs. 11.19 crores as compared to Rs. 10.41 crores in the previous year.
The Company''s performance has been discussed in detail in the "Management Discussion and Analysis Report" which forms a part of this report.
DIVIDEND:
The Directors have recommended payment of Dividend of Rs. 2/-per share aggregating to Rs. 2.07 Crores. The dividend, if approved by the members will be paid to all the eligible members.
TRANSFER TO RESERVES:
The Company has not transferred any amount to General Reserves from the current year''s profit.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report is enclosed as a part of this report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations.
A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the Company M/s. Bansi S. Mehta & Co., Chartered Accountants confirming compliance with the conditions of Corporate
Governance as stipulated under Listing Regulations is included as a part of this report.
DIRECTORS:
Re appointment of Director retiring by Rotation:
Mr. Mandar Joshi, retires by rotation and being eligible offers himself for re-appointment.
The Board recommends his appointment.
Resignation of Directors:
Mr. Rajesh H. Asher, Non Executive Chairman of the Company has resigned from the Board of the Company w.e.f. 27th May, 2016.
Mr. Deendayal Vyas, Whole Time Director and Chief Advisor of the Company has ceased to be a Director of the Company w.e.f. 31st July, 2016.
Your Directors places on record the valuable contributions made by these Directors to the Company''s business and governance.
Statement of declaration on Independence given by Independent Directors:
Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013 ("the Act"), with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, Directors of your Company hereby state and confirm that:
a) In the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;
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 a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2017 and of the profit of the Company for the same period;
c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls in the company that are adequate and are operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
NUMBER OF MEETINGS OF THE BOARD:
The Board met four times during the financial year 2016-17, the details of which are given in the Corporate Governance
Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Act and Listing Regulations.
BOARD EVALUATION:
The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.
The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director. The same was discussed in the Board meeting held subsequently to 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.
COMPANY''S POLICY ON NOMINATION, REMUNERATION, BOARD DIVERSITY AND EVALUATION:
In terms of the applicable provisions of the Act, read with the Rules made there under and the SEBI Regulations, the Company has formulated a Policy on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management and other employees and also on Board Diversity, Evaluation of Directors. The Company''s Policy on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report. The Nomination and Remuneration Policy can be accessed on the website of the Company-www.ivpindia.com.
AUDIT COMMITTEE:
The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.
AUDIT OBSERVATIONS:
There is no qualification or adverse remark in Auditors'' Report. There is no incident of fraud requiring reporting by the auditors under Section 143(12) of the Act. Auditors'' observations are suitably explained in the notes to the Accounts and are self-explanatory.
AUDITORS:
i) Statutory Auditors:
In accordance with the provisions of Act, at the Annual General Meeting (AGM) held on 12th August, 2014, the shareholders had appointed M/s. Bansi S. Mehta & Co., Chartered Accountants, as Statutory Auditors of the Company, for a period of 4 years i.e. upto the conclusion of 89th AGM. M/s. Bansi S. Mehta & Co., Chartered Accountants have consented to be the Auditors of the Company, if their appointment is ratified by the members at the forthcoming AGM and have also confirmed that their appointment is as per provisions of Section 141 of the Act and Rule 4 of Companies (Audit and Auditors) Rules, 2014.
The appointment of the auditors, M/s. Bansi S. Mehta & Co., Chartered Accountants, is proposed to be ratified by the members at the forthcoming AGM of the Company.
Your Directors recommend the ratification of the appointment of Auditors at the forthcoming AGM.
ii) Cost Auditors:
M/s. Hemant Shah & Associates, Cost Accountants, were appointed by the Board of Directors as the Cost Auditors for auditing the Cost Accounts of your Company for the year ended 31st March, 2018.
The remuneration as fixed by the Board of Directors is required to be ratified by members at the forthcoming AGM of the Company.
The Cost Audit Report for the year 2015-16 has been filed under XBRL mode within the due date of filing.
Your Directors recommend the ratification of the Cost Auditors'' remuneration at the forthcoming AGM. SECRETARIAL AUDIT:
Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. A. A. Mulla & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as Annexure-A to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
In terms of Section 135 and Schedule VII of the Act, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of two Non-Executive and Independent Directors and one Executive Director. The Company''s CSR Policy emphasizes its focus on inclusive growth, social and economic development, complement and support the development priorities of local communities. Prioritizing local needs in the area of health, environment, education and livelihood. Detailed policy is available on our website www.ivpindia.com. During the year, Rs. 21.92 Lakhs was incurred on account of expenditure towards CSR. The report on CSR activities is given in the Annexure-C to this report.
VIGIL MECHANISM:
Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of Listing Regulations, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been hosted on the website of the Company at www.ivpindia.com.
RELATED PARTY TRANSACTIONS:
All transactions with related parties entered into during the financial year 2016-17 were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the Rules made there under. There were no transactions which were material (i.e. transactions exceeding ten percent of the annual turnover as per last audited financial statements entered into individually or taken together with previous transactions during the financial year). Accordingly, no disclosure is required in respect of the Related Party Transactions in the prescribed Form AOC-2 in terms of Section 134 of the Act and Rules made there under.
Members may refer to note no. 37 of the financial statements with respect to Related Party disclosures.
All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. In case of transactions which are unforeseen and in respect of which complete details are not available, the Audit Committee grants an omnibus approval to enter into such unforeseen transactions provided the transaction value does not exceed Rs. 1 crore (per transaction in a financial year). The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted on a quarterly basis.
The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Act, the Rules there under and the Listing Regulations. The Policy on Related Party transactions has been hosted on website of the Company at www.ivpindia.com.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have any Subsidiaries, Associates or Joint venture companies.
EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in Form MGT-9 is given in the Annexure - D to this report.
REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / 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 and Directors is given in the Annexure-E to this report.
Details of employees remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered officeof the Company during working hours and shall be made available to any shareholder on request.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The information on Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act is not applicable as no such Loans, Guarantees have been given or Investments made by the Company.
FIXED DEPOSITS:
The Company has not accepted any deposits to which the provisions of Section 73 of the Act, read with Companies (Acceptance of Deposits) Rules, 2014 apply.
RISK MANAGEMENT:
The Company has Risk Management Policy to mitigate the risks. The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Internal Auditor of the Company prepares quarterly risk analysis reports which are reviewed and discussed at the Audit Committee and the Board Meetings.
INSURANCE:
All assets of the Company are adequately insured.
EMPLOYEES RELATIONS:
Employees relations continued to be cordial and satisfactory during the year.
SEXUAL HARRASMENT AT WORK PLACE:
The Company has in place a Sexual Harrasment Committee. The Committee is headed by an Independent person having social background. During the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.
ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation of the continuous support received from Banks, Central/State Government Departments. The Directors would also like to record their appreciation for the dedication shown by the employees of the Company at all levels.
By Order of the Board of Directors
VISHAL PANDIT
Chairman
Place : Mumbai
Dated : 23rd May, 2017.
Registered Office:
Shashikant N. Redij Marg,
Ghorupdeo, Mumbai - 400 033.
CIN : L74999MH1929PLC001503
Tel : 022-6456 2352/55, Fax: 022-2371 9633
Email : ivpsecretarial@ivpindia.com
Website : www.ivpindia.com
Mar 31, 2016
To
The Members
The Directors have pleasure in presenting to you the 87th Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March 2016.
(Rs. in Lakhs)
|
FINANCIAL RESULTS: |
2015-16 |
2014-15 |
|
Sales and other income |
15981 |
16484 |
|
Profit before depreciation |
1926 |
1169 |
|
Less : Depreciation |
124 |
123 |
|
Profit after depreciation but before tax |
1802 |
1046 |
|
Less : Tax provision |
660 |
321 |
|
Deferred Tax |
100 |
32 |
|
Profit for the year after tax |
1042 |
693 |
|
Add : Opening balance of Profit and Loss Account |
1165 |
772 |
|
PROFIT BEFORE APPROPRIATIONS |
2207 |
1465 |
|
APPROPRIATIONS: |
||
|
Transfer to General Reserve |
- |
52 |
|
Proposed Dividend |
207 |
206 |
|
Corporate Dividend Tax |
42 |
42 |
|
Balance in Profit & Loss Account |
1958 |
1165 |
|
Carried to Balance Sheet |
2207 |
1465 |
PERFORMANCE FOR THE YEAR:
The Company achieved a turnover of Rs. 159.81 Crores during the current year as against Rs. 164.84 Crores during the previous year. The Company focused on improving margins. As a result, the PAT for the current year was Rs. 10.42 crores as compared to Rs. 6.93 crores in the previous year, an improvement of 50%, despite decline in the revenue for the year.
The Companyâs performance has been discussed in detail in the "Management Discussion and Analysis which forms a part of this report.
DIVIDEND:
The Directors have recommended payment of Dividend of Rs.2/-per share. The dividend, if approved by the members will be paid to all the eligible members.
TRANSFER TO RESERVES:
The Company has not transferred any amount to General Reserves from the current yearâs profit.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the Company M/s. Bansi S. Mehta & Co., Chartered Accountants confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as a part of this report.
DIRECTORS:
Re - Appointment of Director retiring by Rotation:
Mr. Vishal Pandit, retires by rotation and being eligible offers himself for re-appointment.
The Board recommends his appointment.
Confirmation of Appointment:
Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Mr. Mandar Joshi was appointed as Additional Director of the Company. He shall hold office up to the date of the 87th Annual General Meeting (AGM) of the Company. His appointment is required to be confirmed by the Members at the AGM.
The Board recommends his appointment.
Appointment of Whole time Director & Chief Executive Officer:
The Board of Directors at their meeting held on May 27th, 2016 have appointed Mr. Mandar Joshi as a Whole Time Director & Chief Executive Officer (CEO) of the Company for a period of 3 years from August 1, 2016 to July 31, 2019.
A Special Resolution has been proposed to be passed by the members at the forth coming Annual General Meeting.
The Board recommends the appointment of Mr. Mandar Joshi.
Cessation of Directors:
Mr. S .B. Jijina passed away on 29th April, 2015.
Mr. T. K. Gowrishankar, retired at conclusion of the eighty sixth AGM held on 10th August, 2015.
Mr. Deendayal Vyas, Whole Time Director and Chief Advisor of the Company has resigned from the Directorship of the Company w.e.f. 31st July, 2016.
Your Directors places on record the valuable contribution made by these Directors to the Companyâs business and governance.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:
a) In the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;
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 a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;
c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls in the company that are adequate and are operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
NUMBER OF MEETINGS OF THE BOARD:
The Board met five times during the financial year 2015-16, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and Listing Agreement/ SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
BOARD EVALUATION:
The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulationsâ).
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.
The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting held subsequently to 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.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.
AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
AUDIT OBSERVATIONS:
Auditorâs observations are suitably explained in the notes to the Accounts and are self-explanatory.
AUDITORS: i) Statutory Auditors :
The appointment of the auditors, M/s. Bansi S. Mehta & Co., Chartered Accountants, is proposed to be ratified by the members at the forthcoming Annual General Meeting of the Company.
Your Directors recommend the ratification of the appointment of Auditors at the forthcoming AGM.
ii) Cost Auditors :
M/s. Hemant Shah & Associates, Cost Accountants, were appointed by the Board of Directors as the Cost Auditor for auditing the Cost Accounts of your Company for the year ended 31st March, 2017.
The remuneration as fixed by the Board of Directors is required to be ratified by members at the forthcoming AGM of the Company.
The Cost Audit Report for the year 2014 - 15 has been filed under XBRL mode within the due date of filing.
Your Directors recommend the ratification of the Cost Auditorâs remuneration at the forthcoming Annual General Meeting.
iii) Secretarial Auditors :
According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by a Company Secretary in Practice is given in the Annexure-A to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.
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. The Committee comprises of two Non-Executive and Independent Directors and one Executive Director. The Companyâs CSR Policy emphasizes its focus on inclusive growth, social and economic development, complement and support the development priorities of local communities. Prioritizing local needs in the area of health, environment, education and livelihood. Detailed policy is available on our website www.ivpindia.com. During the year, Rs. 14.02 Lakhs was incurred on account of expenditure towards CSR. The report on CSR activities is given in the Annexure-C to this report.
VIGIL MECHANISM:
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been hosted on the website of the Company at www.ivpindia.com.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companyâs Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee and the Board of Directors for its consideration. The particulars of contracts entered during the year as per Form AOC-2 is given in the Annexure-D to this report.
The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Regulations. The Policy on Related Party transactions has been hosted on website of the Company at www.ivpindia.com.
EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in Form MGT-9 is given in the Annexure - E to this report.
REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / 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 and Directors is given in the Annexure - F to this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The information on Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 is not applicable as no such Loans, Guarantees have been given or Investments made by the Company.
FIXED DEPOSITS:
The Company has not accepted any deposits to which the provisions of section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014 apply.
RISK MANAGEMENT:
The Company has Risk Management Policy to mitigate the risks. The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Internal Auditor of the Company prepares quarterly risk analysis reports which are reviewed and discussed at the Audit Committee and the Board Meetings.
INSURANCE:
All assets of the Company are adequately insured.
EMPLOYEES RELATIONS:
Employees relations continued to be cordial and satisfactory during the year.
SEXUAL HARRASMENT AT WORK PLACE:
The Company has in place a Sexual Harrasment Committee. The Committee is headed by an Independent person having social background. During the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation of the continuous support received from Banks, Central / State Government Departments. The Directors would also like to record their appreciation for the dedication shown by the employees of the Company at all levels.
By Order of the Board of Directors
RAJESH H. ASHER
Dated: 27th May, 2016. Chairman
Registered Office:
Shashikant N. Redij Marg,
Ghorupdeo, Mumbai-400 033.
CIN : L74999MH1929PLC001503
Tel : 022-6456 2352/55
Fax : 022-2371 9633
Email : ivpsecretarial@allana.com
Website : www.ivpindia.com
Mar 31, 2015
The Members
The Directors have pleasure in presenting to you the 86th Annual
Report of the Company and the Audited Statement of Accounts for the
year ended 31st March 2015.
(Rs. in Lacs)
2014 - 15 2013 - 14
FINANCIAL RESULTS:
Sales and other income 16484 14750
Profit before depreciation 1169 538
Less: Depreciation 123 120
Profit after depreciation but before tax 1046 418
Less: Tax provision 321 148
Deferred Tax 32 24
Profit for the year after tax 693 246
Add: Opening balance of Profit and Loss Account 772 667
PROFIT BEFORE APPROPRIATIONS 1465 913
APPROPRIATIONS:
Transfer to General Reserve 52 20
Proposed Dividend 206 103
Corporate Dividend Tax 42 18
Balance in Profit & Loss Account Carried to
Balance Sheet 1165 772
1465 913
PERFORMANCE FOR THE YEAR:
Revenue for the year increased by 11.76% over the previous year. The
Company achieved a turnover of Rs. 164.84 Crores during the current
year as against Rs. 147.50 Crores during the previous year. The
Company's performance has been discussed in detail in the "Management
Discussion and Analysis which forms a part of this report.
DIVIDEND:
The Directors have recommended payment of Dividend of Rs.2/- per share.
The dividend, if approved by the Members will be paid to all the
eligible Members.
TRANSFER TO RESERVES:
An amount of Rs 52 lakhs has been transferred to General Reserves from
the current year's profit.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Clause 49 of the Listing Agreements with the Stock
Exchanges, the Management Discussion and Analysis Report is enclosed as
a part of this report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement.
A report on Corporate Governance is included as a part of this Annual
Report. Certificate from the Statutory Auditors of the Company M/s.
Bansi S. Mehta & Co., Chartered Accountants confirming compliance with
the conditions of Corporate Governance as stipulated under Clause 49 of
the Listing Agreement is included as a part of this report.
DIRECTORS:
Confirmation of Appointment:
Pursuant to the provisions of the section 161(1) of the Companies Act,
2013 read with the Articles of Association of the company, Ms.Nina D.
Kapadia, Mr. Rajesh H. Asher, Mr. Sajid M.Fazalbhoy and Mr Vishal
Pandit were appointed as Additional Directors of the Company. They
shall hold office up to the date of the forthcoming 86th Annual General
Meeting(AGM) of the Company. Their appointment is required to be
confirmed by the Members at the AGM.
The Board recommends their appointment.
Appointment of Independent Directors:
Your Directors state that Ms.Nina D. Kapadia, proposed to be appointed
as an Independent Director possesses appropriate skills, expertise and
knowledge and is qualified for appointment as an Independent Director.
Your Directors state that Mr. Sajid M. Fazalbhoy, proposed to be
appointed as an Independent Director possesses appropriate skills,
expertise and knowledge and is qualified for appointment as an
Independent Director.
Your Directors recommend the appointment of Ms.Nina D. Kapadia and Mr.
Sajid M.Fazalbhoy as Independent Directors as proposed in the notice of
the AGM.
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.
Cessation of Directors:
Mr. R.R.Kumar, Director of the Company has resigned from the
Directorship of the Company on 9th June, 2014 on health ground. Mr.
Shiraz A.R. Allana, Director of the Company has resigned from the
Directorship of the Company w.e.f. 13th November, 2014 due to his
global business commitments. Mr. S.B.Jijina passed away on 29th April,
2015. Mr. T.K.Gowrishankar, who retires by rotation at the ensuing AGM
has not offered himself for re - appointment. The vacancy caused by his
non reappointment is not proposed to be filled.
Your Directors places on record the valuable contribution made by these
Directors to the Company's business and governance. DIRECTORS'
RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of
your Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
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 a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit of the
company for the same period;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that
are adequate and are operating effectively.
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are
operating effectively.
AUDIT OBSERVATIONS:
Auditors' observations are suitably explained in the notes to the
Accounts and are self - explanatory.
AUDITORS:
i) Statutory Auditors:
The Auditors, M/s. Bansi S. Mehta & Co., Chartered Accountants,
appointment is proposed to be ratified by the Members at the
forthcoming Annual General Meeting of the Company.
Your Directors recommend the ratification of the appointment of
Auditors at the forthcoming AGM.
ii) Cost Auditors:
Mr. Manish B. Shukla, Cost Accountant, was appointed by the Board of
Directors as the Cost Auditor for auditing the cost accounts of your
Company for the year ended 31st March, 2015. The Cost Audit Report for
the year 2013 - 14 has been filed under XBRL mode within the due date
of filing.
Mr. Manish B. Shukla Cost Accountant, has been appointed as Cost
Auditor for auditing the cost accounts of your Company for the year
ended 31st March, 2016 by the Board of Directors. The remuneration as
fixed by the Board of Directors is required to be ratified by Members
at the forthcoming AGM of the Company.
Your Directors recommend the ratification of the Cost Auditors
remuneration at the forthcoming Annual General Meeting.
iii) Secretarial Auditors:
According to the provision of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial Audit Report
submitted by Company Secretary in Practice is given in the Annexure - A
to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information required under section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in
the Annexure - B to this report.
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. The Committee comprises of 2 Non - Executive and Independent
Directors, 1 Non - Executive non Independent Director and 1 Executive
Director. During the year, the Company introduced a CSR policy
emphasising its focus on inclusive growth, social and economic
development, complement and support the development priorities on local
communities, prioritising local needs in the area of health,
environment, education and livelihood. Detailed policy is available on
our website www.ivpindia.com. During the year, Rupees 11.44 Lakhs was
incurred on account of expenditure towards CSR. The report on CSR
activities is given in the Annexure - C to this report.
VIGIL MECHANISM:
Pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.ivpindia.com.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year
were on an arm's length basis and were in the ordinary course of
business. There were no materially significant related party
transactions with the Company's Promoters, Directors, Management or
their relatives, which could have had a potential conflict with the
interests of the Company. Transactions with related parties entered by
the Company in the normal course of business are periodically placed
before the Audit Committee for its omnibus approval and the particulars
of contracts entered during the year as per Form AOC - 2 is given in
the Annexure - D to this report.
The Board of Directors of the Company has, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the
Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act 2013, the Rules thereunder and the
Listing Agreement. This Policy is available on the website of the
Company at www.ivpindia.com.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT - 9 is given in the Annexure - E to this report.
REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
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 and Directors is
given in the Annexure - F to this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The information on Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 is not applicable
as no such Loans, Guarantees have been given or Investments made by the
Company.
FIXED DEPOSITS:
The Company has not accepted any deposits to which the provisions of
section 73 of the Companies Act, 2013, read with Companies (Acceptance
of Deposits) Rules, 2014 apply.
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company.
The Company policy on risk management is provided elsewhere in the
Annual Report in the Management Discussion and Analysis.
INSURANCE:
All assets of the Company are adequately insured.
LABOUR RELATIONS:
Labour relations continued to be cordial and satisfactory during the
year.
SEXUAL HARRASMENT AT WORK PLACE:
During the year under review, there were no cases reported pursuant to
the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation of the continuous
support received from Banks, Central/State Government Departments. The
Directors would also like to record their appreciation for the
dedication shown by the employees of the Company at all levels.
By Order of the Board of Directors
Dated: 27th May, 2015. Rajesh H. Asher
Registered Office: Chairman
Shashikant N. Redij Marg,
Ghorupdeo, Mumbai - 400 033.
CIN:L74999MH1929PLC001503 Tel.: 022-6456 2352/55 Fax: 022-2371 9633
Email: ivpsecretarial@allana.com Website: www.ivpindia.com
Mar 31, 2014
The Members
The Directors have pleasure in presenting to you the 85th Annual
Report of the Company and the Audited Statement of Accounts for the
year ended 31st March 2014.
(Rupees in lakhs) (Rupees in lakhs)
I. FINANCIAL RESULTS : 2013-2014 2012-2013
Sales and other income 14750 15195
Profit before depreciation 538 657
Less : Depreciation 120 115
Profit after depreciation
but before tax 418 542
Less: Tax Provision 148 130
Deferred Tax 24 22
Profit for the year after tax 246 369
Add : Opening balance of Profit and
Loss Account 667 507
PROFIT BEFORE APPROPRIATIONS 913 876
APPROPRIATIONS:
Transfer to General Reserve 20 28
Proposed Dividend 103 155
Corporate Dividend Tax 18 26
Balance in Profit & Loss Account 772 667
Carried to Balance Sheet 913 876
II. PERFORMANCE FOR THE YEAR:
Revenue for the year declined by 2.93% over the previous year to
Rs.14750 lacs. Demand for foundry chemicals was impacted on account of
the challenging economic environment and slowdown in automobile and
steel sector, which impacted casting industry. The Company''s
performance has been discussed in detail in Management Discussion and
Analysis.
III. DIVIDEND:
The Directors have recommended payment of Dividend of Re.1 per share.
The dividend, if approved by the Members will be paid to all the
eligible Members.
IV. INSURANCE:
All assets of the Company are adequately insured.
V. FIXED DEPOSITS:
The Company does not have any deposits to which provisions of section
58A of the Companies Act, 1956, read with Companies (Acceptance of
Deposits) Rules, 1975 apply.
VI. LABOUR RELATIONS:
Labour relations continued to be cordial and satisfactory during the
year.
VII. CORPORATE GOVERNANCE:
Corporate Governance is corner stone of your Company''s philosophy for
the Board and Executive Management. Pursuant to clause 49 of the
Listing Agreement with Stock Exchanges a Compliance Report on Corporate
Governance is annexed as part of the Annual Report.
VIII. CORPORATE SOCIAL RESPONSIBILITY:
During this year, Directors have constituted the Corporate Social
Responsibility Committee, comprising of Mr. Amin H. Manekia as the
Chairman, Mr. T. K. Gowrishankar and Mr. Deendayal Vyas as members.
The said Committee has been entrusted with the responsibility of
formulating and recommending to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company, monitoring the implementation of the
framework of the CSR Policy and recommending the amount to be spent on
CSR activities.
IX. DIRECTORS:
As per the provisions of the Companies Act, 2013, Mr. T. K.
Gowrishankar, a non-independant, non-executive director will retire by
rotation and being eligible, offers himself for reappointment. The
Board recommends his reappointment.
The Company had, pursuant to the provisions of clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Mr. S. B.
Jijina, Mr. R. R. Kumar and Mr. Amin H. Manekia as Independent
Directors of the Company.
As per section 149(4) of the Companies Act 2013 (Act), which came into
force from April1,2014, every listed public company is required to have
at least one-third of the total number of directors as Independent
Directors. Sub Section (10) of Section 149 of the Act, provides that
independent directors shall hold office for a term of up to five
consecutive years on the Board of a Company; and shall be eligible for
re-appointment on passing a special resolution by the shareholders of
the company. Sub-Section (11) states that no independent director shall
be eligible for more than two consecutive terms of five years.
Sub-Section (13) states that the provisions of retirement by rotation
as defined in Sub-Section (6) & (7) of Section 152 of the Act shall not
apply to such independent directors. In accordance with the provisions
of Section 149 of the Act, these Directors are being appointed as
Independent Directors to hold office as per their tenure of appointment
mentioned in the Notice of the forthcoming Annual General Meeting (AGM)
of the Company.
The Board recommends their appointment.
The Board of Directors at their meeting held on February 12, 2014 have
reappointed Mr. Deendayal Vyas as a Whole time Director, designated as
Executive Director and President for a further period of three years
from April 1, 2014 to March 31, 2017.
The Board recommends the reappointment of Mr. Deendayal Vyas. A special
resolution has been proposed to be passed by the members at the
forthcoming annual general meeting. Members are requested to pass the
resolution.
X. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to sub-section (2AA) of section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm to
the best of their knowledge that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, and that there are no material departures;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2014 and of the profit of the Company
for the year ended on that date;
iii. The Directors have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities and,
iv. The Directors have prepared the annual accounts on a going concern
basis.
XI. AUDITORS:
The Audit firm, B. S. Mehta & Co. / Bansi S Mehta & Co., have been
functioning as the statutory auditors of the Company from the financial
year 2008-09 and have thus completed six consecutive years up to
2013-14.
In terms of S.139 of the Companies, 2013, brought into force from April
1,2014, an audit firm already functioning can be appointed only for the
balance number of years out of total period of 10 years. (two
consecutive terms of five years). Accordingly, Bansi S Mehta & Co.
having furnished the prescribed certificate under Rules of the
Companies (Audit and Auditors) Rules, 2014 stating that they are
eligible have offered themselves for re-appointment to conduct the
statutory audit of the Company for a period of four years from April 1,
2014 to March 31, 2018 and if appointed will hold office till the
holding of the Annual General Meeting in 2018. In accordance with the
provision of Section 139 of the Companies Act, 2013, this appointment
is subject to ratification by the members at each Annual General
Meeting during the tenure of the appointment.
XII. COST AUDIT:
The Central Government under section 233B (1) of the Companies Act,
1956 ordered, inter alia, cost audit of cost accounting records of all
companies manufacturing organic and inorganic chemicals. Accordingly,
the Board of Directors appointed Mr. Hemant V. Shah, Cost Accountant,
to carry out the audit of cost records of the Company''s manufacturing
units for the year 2013-14, in respect of manufacture of Foundry
Chemicals Products.
In pursuance of Section 148 of the Companies Act, 2013, the Board of
Directors have, on the recommendation of the Audit Committee,
reappointed Mr. Hemant V. Shah, auditors for conducting the cost audit
for the year 2014-15.
The Company has received a letter from him to the effect that his
appointment , if made, would be within the prescribed limit under
Section 141(3) (g) of the Companies Act, 2013.
XIII. STATUTORY INFORMATION:
Information setting out the particulars of Energy, Technology
Absorption, Foreign Exchange earnings and outgo pursuant to section 217
(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure
of Particulars In The Report Of The Board Of Directors) Rules 1988, is
given in the Annexure-I, forming part of the Report.
Particulars of the Employees
In terms of the provisions of Sections 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, the names and other particulars of the employees are set
out in the Annexure-II, forming part of the Report.
XIV. ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation of the continuous
support received from Financial Institutions/ Banks, Central/State
Government Departments. The Directors would also like to record their
appreciation for the dedication shown by the employees of the Company
at all levels.
By Order of the Board of Directors
Dated: 20th May, 2014.
Registered Office:
Shashikant N. Redij Marg,
Ghorupdeo, SHIRAZ A. R. ALLANA
Mumbai-400 033. Chairman
Website: www.ivpindia.com
CIN:L74999MH1929PLC001503
Mar 31, 2013
To The Members
The Directors have pleasure in presenting to you the 84th Annual
Report of the Company and the Audited Statement of Accounts for the
year ended 31st March 2013.
(Rupees in
lakhs) (Rupees in
lakhs)
I. FINANCIAL RESULTS : 2012-2013 2011-2012
Sales and other income 15195 15470
Profit before depreciation 657 891
Less : Depreciation 115 114
Profit after depreciation 542 777
Less: Exceptional Items 21
Net Profit before Tax 521 777
Less: Tax Provision 130 159
Deferred Tax 22 14
Profit for the year after tax 369 604
Add : Opening balance of Profit and
Loss Account 507 111.3
PROFIT BEFORE APPROPRIATIONS 876 722
APPROPRIATIONS:
Transfer to General Reserve 28 35
Proposed Dividend 155 155
Corporate Dividend Tax 26 25
Balance in Profit & Loss Account 667 507
Carried to Balance Sheet 876 722
II. PERFORMANCE FOR THE YEAR:
During the year the Company achieved revenue of Rs.151.95 crores (net
of Excise Duties), as against Rs.154.70 crores during the previous
year, despite recessionary situations.
Despite maintaining the sales, the volatility in prices of major raw
materials adversely effected margins resulting in lower profits. The
profit before depreciation was Rs.6.57 crores as against Rs.8.91 crores
in the previous year and the profit after tax and all other adjustments
was at Rs.3.69 crores for the year as against Rs.6.04 crores in the
previous year.
Realizations of storage and warehousing charges from the Reay Road unit
have helped to ease the burden of its establishment cost including
depreciation.
Keeping in view the performance and after consideration of other
relevant factors, the Directors are pleased to recommend dividend @ 15%
or Rs.1.50 per share for the year, same as in the previous year.
III. INSURANCE:
All fixed assets of the Company are adequately insured. Periodical Risk
Assessment and adequate insurance coverage of Company''s valuable assets
exposed to various kinds of risks is a regular, necessary and desirable
exercise undertaken by the Executive Management and regularly reported
to the Board of Directors.
IV. FIXED DEPOSITS:
The Company does not have any deposits to which provisions of section
58A of the Companies Act, 1956, read with Companies (Acceptance of
Deposits) Rules, 1975 apply.
V. CORPORATE GOVERNANCE:
Corporate Governance is corner stone of your Company''s philosophy for
the Board and Executive Management. Pursuant to clause 49 of the
Listing Agreement with Stock Exchanges a Compliance Report on Corporate
Governance is annexed as part of the Annual Report.
VI. DIRECTORATE:
In accordance with the Articles of Association of the Company, Mr.Amin
H. Manekia and Mr. Shiraz A. R. Allana retire by rotation and being
eligible offer themselves for re-appointment.
The Board recommend their re-appointment.
The Board of Directors at their meeting held on 18th March, 2013 have
appointed Mr. D.D.Vyas as an additional director as also Whole time
Director, designated as Executive Director and President from 1st
April, 2013 . The Company has received Notice under section 257 of the
Companies Act, 1956 proposing his appointment as a Director, not
subject, to retirement by rotation.
The Board recommend the appointment of Mr. D.D. Vyas.
A special resolution has been proposed to be passed by the members at
the forthcoming annual general meeting. Members are requested to pass
the resolution.
Mr. M.S.I. Lakdawala, Whole time Director and Company Secretary retired
as a Whole time Director of the Company from 31st March, 2013 and also
consequently vacated the office of director of the Company. The Board
of Directors would like to place on record their appreciation of the
services rendered by Mr. M.S.I.Lakdawala during his association with
the Company as director since 26th April, 2005.
VII. ALLANA GROUP:
The Board of Directors place on record their appreciation of the
advice, guidance and support from the Allana Group in general and Mr.
S.N.Bhatri, Corporate Representative, nominated by the Group Management
to overview the financial aspects of the business of the Company, in
particular.
Your Company takes pride and considers itself fortunate to be a part of
the Allana Group, one of the major business conglomerates amongst
family owned business houses in India.
VIII. STAFF:
The following members of the staff and workers have retired/expired
during the year under review after long and loyal service with the
Company:
Total
service
Sr.
No. Name of Employee Location Remarks
(years)
1 S.R Kothari 28 Head Office Retired
2 M.S.I. Lakdawala 8 Head Office Retired
3. ST. Parikh 13 Head Office Retired
4 R.V.Choudhary 22 Tarapur Retired
5 Ajit G Patel 29 Tarapur Retired
6 Mohd. Taj 34 Jamshedpur Retired
7 S.M.Baskey 38 Jamshedpur Retired
8 Bharat Ram 37 Jamshedpur Retired
9 Rakho Hari Lohar 34 Jamshedpur Retired
10. G.Ravi Prakash 13 Bangalore Retired
IX. CLOSURE OF GOLMURI UNIT:
During the year the foundry chemical unit situated at Golmuri,
Jamshedpur was closed down. The unviable unit was suffering losses and
was impacting the Company''s over all performance. The products
manufactured at this unit are now manufactured at Tarapur unit. Though
the Company has taken a one time hit of about Rs. 21 lacs on the
closure of the unit, the closure was fully supported by the workers and
its union which is a matter of appreciation for the Company''s workmen
friendly policy.
X. LABOUR RELATIONS:
Labour Relations continued to be cordial and satisfactory during the
year.
XI. AUDITORS:
The Auditors, M/s. Bansi S Mehta & Co., retire at the conclusion of the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment. Certificate from Auditors has been received to the
effect that their re-appointment, if made, would be within the limits
prescribed under section 224(1 B) of the Companies Act, 1956.
XII. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to sub-section (2AA) of section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm to
the best of their knowledge that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, and that there are no material departures;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
iii. The Directors have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities and,
iv. The Directors have prepared the annual accounts on a going concern
basis.
XIII. COST AUDIT:
The Central Government under section 233B (1) of the Companies Act,
1956 has ordered, inter alia, cost audit of cost accounting records of
all companies manufacturing organic and inorganic chemicals.
Accordingly the Board of Directors have appointed Mr. Hemant V. Shah,
Cost Accountant, Mumbai to carry out the audit of cost records of the
Company''s manufacturing units for the year 2013-14, in respect of
manufacture of Foundry Chemicals Products. Certificate from Auditor has
been received to the effect that his appointment is within the limit
prescribed under section 224(1 B) of the Companies Act, 1956.
XIV. STATUTORY INFORMATION:
Information setting out the particulars of Energy, Technology
Absorption, Foreign Exchange earnings and outgo pursuant to section 217
(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure
of Particulars In The Report Of The Board Of Directors) Rules 1988, is
given in the Annexure forming part of the Report.
XV. ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation of the continuous
support received from Financial Institutions/ Banks, Central/State
Government Departments. The Directors would also like to record their
appreciation for the devotion shown by the employees of the Company at
all levels.
By Order of the Board of Directors
Dated: 30th May, 2013.
Registered Office:
Shashikant N. Redij Marg,
Ghorupdeo, SHIRAZ A. R. ALLANA
Mumbai-400 033. Chairman
Mar 31, 2012
The Directors have pleasure in presenting to you the 83rd Annual
Report of the Company and the Audited Statement of Accounts for the
year ended 31st March 2012.
(Rupees in lakhs) (Rupees in lakhs)
I. FINANCIAL RESULTS : 2011-2012 2010-2011
Sales and other income 15455 13019
Gross Profit before
depreciation and
exceptional item 891 793
Less : Depreciation 114 108
Profit after depreciation
but before exceptional item 777 685
Less: Tax Provision 159 46
Deferred Tax 14 (4)
Profit after tax but before
exceptional item 604 643
Less: Exceptional item - 325
Profit for the year after
exceptional item 604 318
Add : Opening balance of
Profit and Loss Account 118 -
PROFIT BEFORE APPROPRIATIONS 722 318
APPROPRIATIONS:
Transfer to General Reserve 35 20
Proposed Dividend (as the
Board of Directors may decide) 155 155
Corporate Dividend Tax 25 25
Balance in Profit & Loss Account 507 118
Carried to Balance Sheet _ _
722 318
II. PERFORMANCE FOR THE YEAR:
During the year the Company achieved revenue of Rs.154.55crores (net of
Excise Duties), as against Rs.130.19 crores during the previous year, a
stable and encouraging growth of 19%. The volume growth in sales was to
the extent of a healthy 14%.
The profit after tax and all other adjustments stands at Rs.6.04 crores
as against Rs.3.18 crores in the previous year. During the previous
year an exceptional amount of Rs.3.25 crores was paid to temporary
workers of Reay Road factory towards settlement of legal dispute As
reported last year, Reay Road Factory has already started earning
rentals for use of storage facilities that has contributed in
substantial reduction of standing charges.
Keeping in view the performance and after consideration of the other
relevant factors, the Directors are pleased to recommend dividend @ 15%
or Re 1.50 per share for 2011-12 same as that paid for last year.
Ill INSURANCE:
All fixed assets of the Company are adequately insured. Periodical Risk
Assessment and adequate insurance coverage of Company's valuable
assets exposed to various kinds of risks is a regular, necessary and
desirable exercise undertaken by the Executive Management and regularly
reported to the Board of Directors.
IV. FIXED DEPOSITS:
The Company does not have any deposits to which provisions of section
58A of the Companies Act, 1956, read with Companies (Acceptance of
Deposits) Rules, 1975 apply.
V. CORPORATE GOVERNANCE:
Corporate Governance is corner stone of your Company's philosophy for
the Board and Executive Management. Pursuant to clause 49 of the
Listing Agreement with Stock Exchanges a Compliance Report on Corporate
Governance is annexed as part of the Annual Report.
VI. DIRECTORATE:
In accordance with the Articles of Association of the Company,
Mr.R.R.Kumar and Mr. S.B. Jijina retire by rotation and being eligible
offer themselves for re-appointment.
The Board of Directors have recommended for Shareholders approval
payment of commission to Directors other than the Whole-time Director,
as per Special Resolution at item 6 of the Notice with Explanatory
Statement as per Section 173(2) of the Companies Act, 1956.
VII ALLANA GROUP:
The Board of Directors place on record their appreciation of the
advice, guidance and logistic support from the Allana Group in general
and Mr. S.N.Bhatri, Corporate Representative, nominated by the Group
Management to overview the financial aspects of the business of the
Company, in particular..
Your Company takes pride and considers itself fortunate to be a part of
the Allana Groups one of the major business conglomerates amongst
family owned business houses in India.
VIII SHIFTING OF CORPORATE OFFICE TO REGISTERED OFFICE:
The Corporate Office which was at Sidhwa House, N.A.Sawant Marg,
Colaba, Mumbai - 400 005 has been operating from the address of
Registered Office itself, since October 2010. All the statutory records
are now available at the Registered Office at Shashikant Narayan Redij
Marg, Ghorupdeo, Mumbai 400 033.
IX. STAFF:
The following members of the staff and workers have retired/expired
during the year under review after long and loyal service with the
Company.
Sr.
No. Name of Employee Total service Location Remarks
(years)
1. Rabindranath S
Pramanik 19 Head Office Expired
2. L. Shankar 24 Bangalore Expired
3. Shambhu Prasad
Singh 18 Tarapur Retired
4. L.R Sinha 36 Jamshedpur Retired
5. S.J. Topno 36 Jamshedpur Retired
6. J.Y. Chorge 27 Tarapur Retired
7. Ramesh Chandra
Barik 31 Bangalore Retired
X. LABOUR RELATIONS:
Labour Relations continued to be cordial and satisfactory during the
year.
XI. AUDITORS:
The Auditors, M/s. Bansi S Mehta & Co. retire at the conclusion of the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment. Certificate from Auditors has been received to the
effect that their re-appointment, if made, would be within the limits
prescribed under section 224(1 B) of the Companies Act, 1956.
XII. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to sub-section (2AA) of section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm to
the best of their knowledge that:
i. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, and that there are no material
departures;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
iii. The Directors have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities and,
iv. The Directors have prepared the annual accounts on a going concern
basis.
XIII. COST AUDIT:
The Central Government under section 233B (1) of the Companies Act,
1956 has ordered, inter alia, cost audit of cost accounting records of
all companies manufacturing organic and inorganic chemicals.
Accordingly the Board of Directors have appointed Mr. Hemant V Shah,
Cost Accountant, Mumbai to carry out the audit of cost records of the
Company's manufacturing units for the year 2012-13, in respect of
manufacture of Foundry Chemicals Products. Certificate from Auditor has
been received to the effect that his appointment is within the limit
prescribed under section 224(1 B) of the Companies Act, 1956.
XIV. STATUTORY INFORMATION:
Information setting out the particulars of Energy, Technology
Absorption, Foreign Exchange earnings and outgo pursuant to section 217
(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure
of Particulars In The Report Of The Board Of Directors) Rules 1988, is
given in the Annexure forming part of the Report.
XV. ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation of the continuous
support received from Financial Institutions/ Banks, Central/State
Government Departments. The Directors would also like to record their
appreciation for the devotion shown by the employees of the Company at
all levels.
By Order of the Board of Directors
Dated: 21st May, 2012.
Registered Office:
Shashikant N. Redij Marg,
Ghorupdeo, SHIRAZ.A. R. ALLANA
Mumbai-400 033. Chairman
Mar 31, 2011
The Members
The Directors have pleasure in presenting to you the 82nd Annual
Report of the Company and the Audited Statement of Accounts for the
year ended 31st March 2011.
(Rupees in lakhs) (Rupees in lakhs)
I. FINANCIAL RESULTS : 2010-2011 2009-2010
Sales and other income 13015 7774
Gross Profit before depreciation
& exceptional item 809 569
Less : Depreciation 108 103
Profit after depreciation 701 466
Less: Tax Provision 62 13
Deferred Tax (4) (100)
Profit after tax but before exceptional item 643 553
Less Exceptional item 325 715
(Refer note 3 Schedule 'K' to Accounts)
Profit (Loss) after exceptional item 318 (162)
Add : Opening balance of Profit and
Loss Account - 247
: Transfer from General Reserve - 36
PROFIT BEFORE APPROPRIATIONS 318 121
APPROPRIATIONS :
Transfer to General Reserve 20 -
Proposed Dividend 155 103
Corporate Dividend Tax 25 18
Balance in Profit & Loss Account 118 -
Transferred to Reserve 318 121
II. PERFORMANCE FOR THE YEAR :
During the year the Company achieved revenue of Rs. 130.15 crores (net
of Excise Duties), as against Rs 77.74 crores during the previous year,
an encouraging growth of 67%. This growth in sales was mainly on
account of growth in sales volume to the extent of 31% and the balance
on account of higher realisation.
The profit after tax but before exceptional item is Rs.6.43 crores as
against Rs. 5.53 crores in the previous year. During the year under
review an exceptional amount of Rs.3.25 crores was paid to temporary
workers of Reay Road factory towards settlement of legal dispute. In
the previous year an exceptional amount of Rs.7.15 crores was paid to
permanent workers of the factory for withdrawal of all pending
litigations. After taking into account the exceptional payments, the
end result is a profit of Rs.3.18 crores in this year against a loss of
Rs.1.62 crores in the previous year.
As reported last year, your Directors consider this as a onetime
exceptional situation and are hopeful that the cost incurred on
settlement with the workers will be more than made good in the coming
years by putting to profitable use the facilities and assets available
at the Reay Road factory. Towards the last quarter of the year, Reay
Road Factory has already started contributing by way of rentals for use
of storage facilities that has helped to cause reduction in standing
charges.
In view of much improved performance and the facts and circumstances as
discussed above, the Directors are pleased to recommend dividend @ 15%
or Re 1.50 per share compared to 10% o Re.1/- per share paid last year.
III INSURANCE:
All fixed assets of the Company are adequately insured. Periodical Risk
Assessment and adequate insurance coverage of Company's valuable assets
exposed to various kinds of risks is a regular, necessary and desirable
exercise undertaken by the Executive Management and regularly reported
to the Board of Directors.
IV. FIXED DEPOSITS:
The Company does not have any deposits to which provisions of section
58A of the Companies Act, 1956, read with Companies (Acceptance of
Deposits) Rules, 1975 apply.
V. CORPORATE GOVERNANCE:
Corporate Governance is corner stone of your Company's philosophy for
the Board and Executive Management. Pursuant to clause 49 of the
Listing Agreement with Stock Exchanges a Compliance Report on Corporate
Governance is annexed as part of the Annual Report.
VI. DIRECTORATE:
Mr. M.S.I. Lakdawala whose tenure as Whole-time Director expired on
25th April, 2011 is recommended for reappointment for the further
period up to 31st March 2014, with revised remuneration to be made
applicable from 1st April 2011 to 31st March 2014 to coincide with
financial year.
In accordance with the Articles of Association of the Company,
Mr.Shiraz A R Allana and Mr. T.K.Gowrishankar retire by rotation and
being eligible offer themselves for re-appointment.
VII ALLANA GROUP:
The Board of Directors place on record their appreciation of the
advice, guidance and logistic support from the Allana Group in general
and Mr. S.N.Bhatri, Corporate Representative, nominated by the Group
Management to overview the financial aspects of the business of the
Company, in particular..
Your Company takes pride and considers itself fortunate to be a part of
the Allana Groups one of the major business conglomerates amongst
family owned business houses in India.
VIII. UTILISATION OF FACILITIES AT REAY ROAD:
Manufacture of Oils and Fats at Company's Reay Road factory has been
discontinued since May, 2006. All pending labour disputes with workers
having been settled, the Company is now able to put to productive use
the oil storage facilities and godown storage spaces generating
revenues that have already started contributing towards the standing
charges of the closed factory. In the current year, with full year of
utilization, Reay Road is expected to make positive contribution to
Company's performance.
IX SHIFTING OF CORPORATE OFFICE TO REGISTERED OFFICE:
The Corporate Office which was at Sidhwa House, N.A.Sawant Marg,
Colaba, Mumbai - 400 005 has been operating now from the address of
Registered Office itself. All the statutory records are now available
at the Registered Office at Shashikant Narayan Redij Marg, Ghorupdeo,
Mumbai 400 033.
X. STAFF:
The following members of the staff and workers have retired/expired
during the year under review after long and loyal service with the
Company.
Sr.
No. Name of Employees Total Service Location Remarks
1 Shami Ahmad 15 Golmuri Retired
2 B.B. Kumar 36 Golmuri Retired
3. Nek Ram 31 Chandigarh Retired
4. V.N.Ekambaram 33 Bangalore Expired
5. M.Ulaganathan 33 Bangalore Retired
6. Mohamed Abbas 26 Secunderabad Retired
7. Jagannath Barik 34 Bangalore Retired
XI. LABOUR RELATIONS:
Labour Relations continued to be satisfactory during the year.
During the year the Company signed in a very cordial manner a
Memorandum of Settlement with Mumbai
Labour Union in respect of the workers at Company's Foundry Chemicals
plant at Tarapur cumulatively for the back period of two years from 1st
May 2008 to 30th April 2010 and for a four year period from 1st May
2010 to 30th April 2014.
The Agreement with IVP Sramik Sangh in respect of workers at Company's
Foundry Chemicals plant at Golmuri, Jamshedpur, has expired on 31st
December, 2010 and the negotiation for reaching agreement for new terms
of payment is yet to be commenced.
The Agreement with workers at Company's Foundry Coatings plant at
Bangalore is valid till 31st December, 2012.
The Company also have a small team of Mathadi Workers at its Tarapur
factory in accordance with Maharashtra Hamal and other Manual Workers
(Regulation of Employment and Welfare) Act, 1969.
Please refer note no.3(a)(b) regarding payment of Rs.3.25 crores made
to Temporary Workers of the Reay Road factory by way of settlement of
all pending disputes and upon withdrawal of all litigations.
XII. AUDITORS:
The Auditors, M/s. Bansi S Mehta & Co. retire at the conclusion of the
forthcoming Annual General Meeting and being eligible, offer themselves
for re-appointment. Certificate from Auditors has been received to the
effect that their re-appointment, if made, would be within the limits
prescribed under section 224(1B) of the Companies Act, 1956.
XIII. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to sub-section (2AA) of section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm to
the best of their knowledge that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, and that there are no material departures;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
iii. The Directors have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities and,
iv The Directors have prepared the annual accounts on a going concern
basis.
XIV. COST RECORDS/AUDITS:
In view of discontinuance of manufacturing operations of Oils and Fats,
there is no requirement of maintenance of cost records and cost audit
applicable to that product category.
XV. STATUTORY INFORMATION:
Information in accordance with sub-section (2A) of Section 217 of the
Companies Act, 1956, read with Companies (Particulars of Employees),
Rules 1975, and forming part of the Directors' Report is given in
Annexure 1 to this Report. The employee listed in Annexure 1 is neither
a relative of any Director of the Company nor holds (by himself or
along with his spouse and dependent children) more than two percent of
the equity shares of the Company.
Information setting out the particulars of Energy, Technology
Absorption, Foreign Exchange earnings and outgo pursuant to section 217
(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure
of Particulars In The Report Of The Board Of Directors) Rules 1988, is
given in the Annexure II forming part of the Report.
XVI. ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation of the continuous
support received from Financial Institutions/Banks, Central/State
Government Departments. The Directors would also like to record their
appreciation for the devotion shown by the employees of the Company at
all levels.
By order of the Board of Directors
SHIRAZ. A.R. ALLANA
Chairman
Dated : 26th May, 2011
Registered Office :
Shashikant N. Redij Marg,
Ghorupdeo, Mumbai - 400 033.
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