DEAR MEMBERS,
Your Directors take pleasure in presenting the 44th Annual
Report together with the Audited Financial Statements of your Company for the financial
year ended March 31, 2023.
FINANCIAL HIGHLIGHTS:
The summarized financial performance of your Company for the financial
year ended March 31, 2023 is as under:
(' in Lakhs)
Particulars |
Year ended |
|
March 31, 2023 |
March 31, 2022 |
Revenue from Operations |
74,060.70 |
53,567.22 |
Other Income |
41.13 |
48.33 |
Total Revenue |
74,101.83 |
53,615.55 |
Earning Before Interest,
Depreciation and Taxes (EBIDTA) |
1,816.30 |
1,718.69 |
Depreciation and Amortization
Expenses |
564.15 |
560.73 |
Finance Costs |
538.23 |
565.93 |
Profit Before Tax |
713.91 |
592.03 |
Total Tax Expense |
223.19 |
235.92 |
Profit After Tax |
490.73 |
356.11 |
Other Comprehensive Income |
(0.30) |
4.12 |
Total Comprehensive Income |
490.43 |
360.23 |
Note: The Company had prepared its financial statements in
accordance with Indian Accounting Standards ('Ind AS') as prescribed under Section
133 of Companies Act, 2013 read with relevant rules thereunder and other accounting
principles generally accepted in India.
OPERATIONS:
Iron & Steel is indispensable for nation building and has a direct
linkage with nation's health and growth. FY 2022-23 is one of the prosperous year for
the Company in terms of turnover, profitability and other financial parameters. There is a
marginal increase in prices of finished goods as compared to last year and thus, revenue
from operations increased in the same proportion. The Company had achieved EBIDTA of '
1,816.30 Lakhs during the period under review as compared to ' 1,718.69 Lakhs in the last
year. Profit before Tax positively increased by 20.59% to ' 713.91 Lakhs of current year
as compared to ' 592.03 Lakhs of last year. Profit after Tax is also increased by 37.80%
to ' 490.73 Lakhs of current year as compared to ' 356.11 Lakhs of last year and total
comprehensive income is also increased by 36.14% to ' 490.43 Lakhs of current year as
compared to ' 360.23 Lakhs of last year.
STATE OF THE COMPANY'S AFFAIRS:
FY 2022-23 has been overall a good year for the Company in terms of
turnover and profitability. The turnover of the Company had moderately increased on
account of good demand of finished products as well as improvement in production as
compared to last year. However, at the same time prices of raw materials also increased.
Thus, overall margins get more or less at the same level. Your Company had managed the
situation at its end and achieve the moderate result by taking appropriate decision by the
management of the Company keeping in mind the prevailing market trends. The overall state
of affairs of the Company keeping in mind the present market scenario is satisfactory.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION:
There is no such material change and commitment affecting the financial
position of your Company which have occurred between the end of the financial year of your
company to which the financial statements relate and the date of the report.
CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY:
Your company is engaged in the activity of manufacturing of steel
related rolled products such as TMT, Wire rods, H.
B. Wire etc. and providing related services. Further, the Company is
also involved in generation of electricity through Wind Power. There is no change in the
nature of business during the period under review.
INDUSTRY SCENARIO AND OUTLOOK:
Steel is one of the world's most innovative and essential materials.
Steel is infinitely recyclable and exceptionally strong and offers an array of sustainable
benefits. Since it is produced in every region of the world, steel generates jobs and
economic growth. The growth in the Indian steel sector has been driven by domestic
availability of raw materials such as iron ore and cost-effective labour. Consequently,
the steel sector has been a major contributor to India's manufacturing output.
The Indian steel industry is modern with state-of-the-art steel mills.
It has always strived for continuous modernization of older plants and up-gradation to
higher energy efficiency levels. Indian steel industry is classified into three categories
- major producers, main producers and secondary producers.
Steel is a product of large and technologically complex industry having
strong forward and backward linkages in terms of material flows and income generation. It
is also one of the most important products of the modern world and of strategic importance
to any industrial nation. From construction, industrial machinery to consumer products,
steel finds its way into a wide variety of applications. It is also an industry with
diverse technologies based on the nature and extent of raw materials used.
India is the world's second-largest producer of crude steel. In
FY22, the production of crude steel and finished steel stood at 133.596 MT and 120.01 MT,
respectively. The consumption of finished steel stood at 105.751 MT in FY22. Between
April-December 2022, India's finished steel consumption stood at 75.34 MT. In
April-July 2022, the production of crude steel and finished steel stood at 40.95 MT and
38.55 MT respectively. In FY23 (until January 2023), the exports and imports of finished
steel stood at 5.33 MT and 5.00 MT, respectively. In FY22, exports and imports of finished
steel stood at 13.49 MT and 4.67 MT, respectively. In FY22, India's export rose by
25.1% YoY, compared with FY21 i.e. 9.49 MT of finished steel.
The annual production of steel is anticipated to exceed 300 million
tonnes by 2030-2031. By 2030-31, crude steel production is projected to reach 255 million
tonnes at 85% capacity utilisation achieving 230 million tonnes of finished steel
production, assuming a 10% yield loss or a 90% conversion ratio for the conversion of raw
steel to finished steel. With net exports of 24 million tonnes, consumption is expected to
reach 206 million tonnes by the years 2030-2031. As a result, it is anticipated that
per-person steel consumption will grow to 160 kg.
India has enormous scope and untapped potential to increase steel
consumption in almost all sectors, especially in automobiles, engineering industries and
infrastructure development. India's GDP growth is likely to move higher in the coming
years due to compulsive focus by policy makers for development of infrastructures &
other sectors.
Your company is one of the major key players among the various players
in the rolling mill industry in the Durgapur region of West Bengal. It operates with a
vision to become industry leader in zone which inspires its stakeholders and a
well-defined business plan with planned strategy give hope to achieve its vision.
DIVIDEND AND RESERVES:
In view of meeting capital requirements of the Company through
ploughing back of profit in the business, the Directors of your Company are intend to
retain the surplus profits in the business itself. Therefore, no dividend is being
recommended.
During the period under review, no amount was transferred to General
Reserve.
SHARE CAPITAL:
During the financial year under review, there is no change in the
capital structure of the Company and accordingly the issued, subscribed and paid up share
capital of your Company stood at ' 46,76,37,500/- (Rupees Forty Six Crores Seventy Six
Lakhs Thirty Seven Thousand Five Hundred Only) comprising of 4,67,63,750 (Four Crores
Sixty Seven Lakhs Sixty Three Thousand and Seven Hundred and Fifty) number of Equity
shares of '10/- each fully paid up as on March 31, 2023.
The Company had not issued any equity shares with differential rights
as to dividend, voting or otherwise and neither issue any shares (including sweat equity
shares) to employees of the Company under any scheme, raise any funds through preferential
allotment or through qualified institutions placement. Further, there are no shares lying
in the suspense account during the period under review.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES INDUSTRIAL RELATIONS:
During the financial year under review, industrial relations remained
cordial. Employees' competencies and skills were enhanced by exposing them to several
internal and external training programmes. Various measures were taken to improve
motivation level of employees. Additional efforts are continued to be implemented with a
view to obtain commitment and loyalty towards the organization.
CREDIT RATING:
The Company had not issued any debt instrument/ securities or run any
fixed deposit programme or any scheme or proposal involving mobilization of funds, whether
in India or abroad during the period of review. Thus, the question of obtaining external
credit rating of the Company for the instruments stated above does not arise. However, the
Company had obtained working capital facility from Public Sector Banks for which it had
obtained external credit ratings for its borrowings from Acquite Ratings and Research
Limited with effect from November 2, 2021 and the same is available on the
company's website www.incredibleindustries.co.in.
Rating Agency |
Instrument |
Rating |
Outlook |
Acuite Ratings
& Research Limited |
Fund Based Limits |
ACUITE BBB |
Stable |
Non-Fund Based Limits |
ACUITE A3+ |
|
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information as required under the provisions of sub-section (3)(m) of
Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo are given in the Annexure-A, which is annexed hereto
and forms part of Board's Report.
DETAILS OF BOARD MEETINGS:
The Board meets at regular intervals to discuss and decide on Company /
business policy and strategy apart from other Board business. However, in case of a
special and urgent business need, the Board's approval is taken by passing
resolutions through circulation, as permitted by law, which are confirmed in the
subsequent Board meeting.
During the year, 7 (seven) Board meetings were held, details of which
are given below. The maximum time gap between any two consecutive meetings did not exceeds
the prescribed time limits.
Date of the meeting |
No. of Directors attended
the meeting |
April 20, 2022 |
6 (Six) |
May 26, 2022 |
6 (Six) |
August 8, 2022 |
6 (Six) |
November 10, 2022 |
6 (Six) |
December 7, 2022 |
6 (Six) |
February 8, 2023 |
6 (Six) |
March 30, 2023 |
6 (Six) |
COMMITTEES OF BOARD:
The Committees of the Board as per Companies Act, 2013 are as under: S
Audit Committee
S Nomination and Remuneration Committee S Stakeholders Relationship
Committee S Management and Finance Committee
The details of composition of the Committees of Board of Directors are
as under:-
a. Audit Committee
During the period under review, the Audit Committee had met seven times
i.e. on April 20, 2022, May 26, 2022, August 8, 2022, November 10, 2022, December 7, 2022,
February 8, 2023 and March 30, 2023.
The details of composition of the Audit Committee are as under:-
Sl. No. Name |
Chairman/ Members |
1. Shri Asit Baran Dasgupta |
Chairman |
2. Shri Rama Shankar Gupta |
Member |
3. Smt. Sonam Agarwal |
Member |
4. Smt. Shilpi Modi |
Member |
All the recommendations made by the Committee are duly accepted and
approved by the Board of Directors. Vigil Mechanism / Whistle Blower Policy
In compliance with provisions of Section 177(9) and (10) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has framed a Vigil Mechanism / Whistle Blower Policy to
deal with unethical behaviour, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy, if any. The Company has also provided
adequate safeguards against victimization of employees and Directors who express their
concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of co-employees and the Company.
During the year under review, no personnel had been denied access to the Audit Committee.
The Vigil Mechanism/ Whistle Blower Policy have been uploaded on the website of the
Company at www.incredibleindustries.co.in and may be accessed at the following web-link:
https://www.incredibleindustries.co.in/download/21592457662.pdf .
b. Nomination & Remuneration Committee
The Nomination & Remuneration Committee had met two time during the
year i.e. on August 8, 2022 and December 7, 2022. The details of composition of the
Nomination & Remuneration Committee are as under:-
Sl. No. Name |
Chairman/ Members |
1. Smt. Sonam Agarwal |
Chairman |
2. Smt. Shilpi Modi |
Member |
3. Shri Sanjay Kaloya |
Member |
c. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee had met once during the
financial year 2022-23 on February 8, 2023. The details of composition of the Stakeholders
Relationship Committee are as under:-
Sl. No. Name |
Chairman/ Members |
1. Shri Sanjay Kaloya |
Chairman |
2. Shri Rama Shankar Gupta |
Member |
3. Smt. Sonam Agarwal |
Member |
d. Management and Finance Committee:
No meeting of the Management and Finance Committee took place during
the period under review. The details of composition of the Management and Finance
Committee are as under:-
Sl. No. Name |
Chairman/ Members |
1. Shri Rama Shankar Gupta |
Chairman |
2. Shri Sanjay Kaloya |
Member |
3. Shri Niket Agarwal |
Member |
BUSINESS RESPONSIBILITY REPORT:
In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market
capitalization (calculated as on March 31 of every financial year) is required to include
Business Responsibility Report describing the initiatives taken by the Company from an
environmental, social and governance perspective, in the format specified by SEBI with
effect from December 26, 2019 and other than top 1000 listed entities may include the
report on voluntary basis. The Company falls under other than top 1000 listed entities and
the preparation of the report is not mandatory.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(3)(c) read with
Section 134(5) of the Companies Act, 2013 and based on the information provided by the
Management, the Board of Directors report that:
(i) In the preparation of the annual accounts for the financial year
ended March 31, 2023, the applicable accounting standards read with requirements set out
under Schedule III to the Act, have been followed and there are no material departures
from the same;
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent except
as otherwise stated in the Notes to Financial Statements so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2023 and of the profit of the
Company for the year ended on that date;
(iii) The Directors 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;
(iv) The Directors have prepared the annual accounts for the financial
year ended March 31, 2023 on a 'going concern' basis;
(v) The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
(vi) The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
BOARD INDEPENDENCE:
Our definition of Independence' of Directors is derived from
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation /
disclosures received from the Directors and on evaluation of the relationships disclosed,
the following Non-Executive Directors are Independent in terms of the above said
provisions :-
a) Shri Asit Baran Dasgupta (DIN: 02476594)
b) Smt. Sonam Agarwal (DIN: 08054202)
c) Smt. Shilpi Modi (DIN: 02706881)
The Company had not appointed any new Independent Director during the
period under review.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence as prescribed both
under Section 149(7) of the Companies Act, 2013 as well as under Regulation 16 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force).
DIRECTORS:
As on March 31, 2023, the Board comprises of six Directors namely Shri
Rama Shankar Gupta (DIN: 07843716), Chairman and Managing Director (Executive), Shri
Sanjay Kaloya (DIN: 07970640), Director (Non-Executive), Mr. Niket Agarwal (DIN:
07233888), Director (Non-Executive), Shri Asit Baran Dasgupta (DIN: 02476594),
Non-Executive Independent Director, Smt. Sonam Agarwal (DIN: 08054202), Non-Executive
Independent Woman Director and Smt. Shilpi Modi (DIN: 02706881), Non-Executive Independent
Woman Director of the Company.
In accordance with the provisions of Section 152 of the Act, the Rules
prescribed thereunder and your Company's Articles of Association, Shri Niket Agarwal
(DIN: 07233888) retires by rotation at the ensuing Annual General Meeting being eligible,
offers himself for re-appointment. The Board of Directors recommends the re-appointment of
Shri Niket Agarwal (DIN: 07233888) at the ensuing 44th Annual General Meeting.
The resume and other information regarding re-appointment of Shri Niket Agarwal (DIN:
07233888) as required under Regulation 36 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI
LODR") will be given in the Notice convening the ensuing 44th Annual
General Meeting.
KEY MANAGERIAL PERSONNEL (KMPs):
During the year under review, the Board of Directors of the Company in
the Board Meeting held on December 7, 2022, had approved the cessation of Shri Ajay
Bhuwania from the post of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP)
of the Company from the conclusion of the Board Meeting due to his poor health condition
and on the same day, appointed Shri Amit Agrawal as Chief Financial Officer (CFO) and Key
Managerial Personnel (KMP) of the Company in his place with effect from the conclusion of
the Board meeting.
Shri Rama Shankar Gupta (DIN: 07843716), Chairman and Managing
Director, Shri Amit Agrawal, Chief Financial Officer and Shri Bharat Agarwal, Company
Secretary are the Whole-time Key Managerial Personnel (KMPs) of the Company as on
Financial Year ending March 31, 2023.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
Pursuant to provisions of Section 178(3) of the Companies Act, 2013 and
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Board of Directors of the Company based on the recommendation of the Nomination and
Remuneration Committee, has formulated a Remuneration Policy. The Company's
Remuneration Policy is available on the web link
https://www.incredibleindustries.co.in/download/21592457707.pdf .
The Remuneration Policy of the Company, inter alia, includes the aims
and objectives, principles of remuneration, guidelines for remuneration to Executive
Directors and Non-Executive Directors, fixed and variable components in the remuneration
package, criteria for identification of the Board Members and appointment of senior
management.
The criteria for identification of the Board Members including that for
determining qualification, positive attributes, independence etc. are summarily given
hereunder:
The Board member shall possess appropriate skills,
qualification, characteristics and experience. The objective is to have a Board with
diverse background and experience in business, government, academics, technology, human
resources, social responsibilities, finance, law etc. and in such other areas as may be
considered relevant or desirable to conduct the Company's business in appropriate
manner.
Independent Director shall be person of integrity and expertise
and experience and/or someone who the Committee/Board believes could contribute to the
growth/philosophy/strategy of the Company.
In evaluating the suitability of individual Board Members, the
Committee takes into account many factors, including general understanding of the
Company's business dynamics, global business, social perspective, educational and
professional background and personal achievement.
Director should possess high level of personal and
professional ethics, integrity and values. He / She should be able to balance the
legitimate interest and concern of all the Company's stakeholder in arriving at
decisions, rather than advancing the interest of a particular constituency.
Director must be willing to devote sufficient time and energy in
carrying out their duties and responsibilities effectively. He/She must have the aptitude
to critically evaluate management's working as a part of a team in an environment of
collegiality and trust.
The Committee evaluates each individual with the objective of
having a group that best enables the success of the Company's business and achieves
its objectives.
PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:
During the year, your company has duly complied with the provision of
Section 186 of the Companies Act, 2013. The particulars of loans given, investments made,
guarantees given under the provisions of Section 186 read with Rule 11 of the Companies
(Meetings of Board and its Powers) Rules, 2014 are provided in the notes to the Financial
Statements.
DETAILS RELATING TO MATERIAL VARIATIONS:
Disclosures regarding material variations as specified in Regulation
32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
not required to be furnished as no such events took place during the year.
RISK MANAGEMENT:
Risk management is the process of identification, assessment and
prioritization of risks followed by coordinated efforts to minimize, monitor and
mitigate/control the probability and/or impact of unfortunate events or to maximize the
realization of opportunities. The Company has a well-defined process to ensure risks are
identified and steps to treat them are put in place at the right level in the management.
In terms of the requirements of the Companies Act, 2013 and Regulation
17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the
Company has developed and implemented the Risk Management Policy. The Company has taken
adequate measures to mitigate various risk encountered. There are no risks which in the
opinion of the Board threaten the existence of the Company. However, some of the risks
which may pose challenges are set out in the Management Discussion and Analysis Report
which forms a part of this report.
HUMAN RESOURCE:
Company's industrial relations continued to be harmonious during
the period under review. The human resource philosophy and strategy of your Company have
been designed to attract and retain the best talent, creating a workplace environment that
keeps employees engaged, motivated and encourages innovation. Your Company has qualified
and talented human resources at all levels of operation. It has put concerted efforts for
continuous learning and training to ensure that strong and credible leadership is
developed.
SAFETY, HEALTH AND ENVIRONMENT:
The manufacture of steel involves steps that are potentially hazardous
if not executed with due care. The Company maintains the highest safety standards within
its operating units and is an ISO certified (ISO 9001:2015, 14001:2015 & 45001:2018)
organization. Further, there is a team of professionals who conducts regular training
programs to implement the concept of maintain safe operations among the employees and to
educate the team on safety norms and procedures to be followed in an unfortunate
situation.
CORPORATE SOCIAL RESPONSIBILITY:
In lines with the provisions of Section 135 of the Companies Act, 2013,
the Company has framed its Corporate Social Responsibility (CSR) Policy for the
development and benefit of the weaker section of the society and the erstwhile CSR
Committee and the Board of Directors of the Company approve the same. The CSR Policy of
the Company provides a road map for its CSR activities. The purpose of CSR Policy is to
devise an appropriate strategy and focus on its CSR initiatives and lay down the broad
principles on the basis of which the Company will fulfil its CSR objectives. As per the
said policy, the Company follows the strategy of discharging its CSR responsibilities
related to social service through various trusts/societies in addition to its own
initiatives and donations made to other non-government organizations.
The CSR Policy has been uploaded on the Company's website at
www.incredibleindustries.co.in and may be accessed at the link
https://www.incredibleindustries.co.in/download/21627896036.pdf. Pursuant to the
requirements under Section 135 of the Companies Act, 2013 and Rules made there under, a
report on CSR activities and initiatives taken during the year in the prescribed format is
given in Annexure-B, which is annexed hereto and forms part of the Board's
Report.
The Company has been playing a pro-active role in the socio economic
growth and has contributed to all spheres ranging from health, education, hygiene and
empowerment of women, environment conservation etc. The Company becomes the part of some
of the social programs in India, touching the lives of hundreds of people positively by
supporting such programs. During the Year 2022-23, Company CSR activities are deployed
through NGO's namely M/s. Friends of Tribal Society to promote education among
children belonging to weaker section of the society.
PARTICULARS OF EMPLOYEES:
Disclosure pertaining to remuneration and other details as required
under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the prescribed
particulars of remuneration of employees pursuant to Section 134(3)(q) and Section 197(12)
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Amendment Rules, 2016, are given in Annexure - C to the Board's
Report and forms part of this report.
RISK AND CONCERN:
Risk management is the continuing process to identify, analysis,
evaluate and treat loss exposures to monitor risk control and financial resources to
mitigate the adverse effects of loss. In today's complex business environment,
effective risk management is critical to success of any business. The Company has a risk
management team, which periodically evaluating the risks associated with the business and
taking necessary initiatives to minimize its impact. This also helps the Company in taking
business decisions with balanced risks and rewards comparison. The risk management
framework ensures compliance with the requirements of relevant Regulations under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
FAMILIARIZATIONS PROGRAMME FOR IDs':
In terms of Regulation 25(7) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has in place a system of
conducting the Familiarization Programme for Independent Director to familiarize them with
their roles, rights, responsibilities in the company, nature of the industry in which the
company operates, business model of the company, etc., through various initiatives. The
said policy is uploaded on the Company's website at www.incredibleindustries.co.in
and may be accessed at the link https://www.incredibleindustries.co.in/
download/21661506859.pdf
During the FY 2022-23, the Company had conducted two familiarization
programme for Independent Directors of the Company as under-
a) Handling and Reporting of UPSI and its related compliance in terms
of SEBI (Prohibition of Insider Trading) Regulations, 2015 on August 8, 2022.
b) Discussion on SEBI LODR Regulations on February 8, 2023.
PREVENTION OF INSIDER TRADING:
In terms of Regulation 8(1) of SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended from time to time (the "Regulations"), the
Board of Directors had framed the "Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information" and in terms of Regulation
9(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to
time (the "Regulations"), a new "Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons and Immediate Relatives of Designated
Persons" is hereby framed.
All Board of Directors and the designated employees have confirmed
compliance with the applicable Code during the financial year.
Both code is available on the website www.incredibleindustries.co.in of
the Company and may be accessed at the link
https://www.incredibleindustries.co.in/download/21671789833.pdf and
https://www.incredibleindustries.co.in/ download/21671789778.pdf
BOARD EVALUATION:
The Board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to sub-section 3(p) of
Section 134 of the Companies Act, 2013 and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under Regulation
17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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 criteria for
evaluation of Directors inter alia includes factors such as engagement, strategic planning
and vision, team spirit and consensus building, effective leadership, domain knowledge,
management qualities, team work abilities, achievements, understanding and awareness,
integrity, ethics, value and openness.
The Board and the Nomination and Remuneration Committee
("NRC") 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 held on February 8,
2023, 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 matter was also discussed in the board meeting
held on February 8, 2023 at which the performance of the Board, its committees and
individual directors was discussed. The performance of Independent Directors has been
evaluated based on the guidelines as provided under Schedule IV of the Companies Act,
2013. The evaluation of the Independent Directors was carried out by the entire Board
except by the Director being evaluated. The directors were satisfied with the evaluation
results, which reflected the overall engagement of the Board and its Committees with the
Company.
SUBSIDIARY, JOINT VENTURES AND ASSOCIATES COMPANIES:
The Company does not have any subsidiaries, joint ventures and
associate companies. So, the required disclosure is not applicable to the Company.
DEPOSITS:
During the year under review, the Company has not accepted any deposit
within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force).
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS:
During the period under review, in relation to the adjudication
proceedings initiated on Company in the matter of suspected shell companies, the
Adjudicating Officer passed an adjudication Order dated May 13, 2022 imposing a penalty of
' 7,00,000/- (Rupees Seven Lakhs Only) on the Company under the relevant rules and
regulations. However, the enforcement of this order is subject to the outcome of Civil
Appeal No. 4741 of 2021 titled SEBI vs. Suzlon Energy Ltd & Anr pending before the
Hon'ble Supreme Court.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
There are no application made or any proceedings initiated / pending
under the Insolvency and Bankruptcy Code, 2016 during the period under review.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
The Company had not approached to the Banks and Financial Institution
for One Time Settlement (OTS) for loan taken by it from them during the period under
review.
INTERNAL CONTROL AND AUDIT:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the Internal Audit
function is defined in the Internal Audit Manual. To maintain its objectivity and
independence, the Internal Auditor reports to the Chairman of the Audit Committee of the
Board & to the Chairman & Managing Director.
The CEO and CFO certification provided in the Annual Report discusses
the adequacy of the Company's Internal Control System and Audit.
The Internal Auditor monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company. Based on the report of
internal audit function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee
of the Board.
INTERNAL FINANCIAL CONTROL SYSTEM:
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 weaknesses in the design or operation were observed.
AUDITORS AND AUDITOR'S REPORT:
STATUTORY AUDITORS
At the 42nd Annual General Meeting (AGM) of the Company held
on the 16th September, 2021, M/s. R. Gopal & Associates, Chartered
Accountants, having (Firm Registration No. 000846C) allotted by The Institute of Chartered
Accountants of India (ICAI) were appointed as Statutory Auditors of the Company to hold
office for a term of 5 (Five) years from the conclusion of 42nd AGM till the
conclusion of the 47th AGM of the Company.
The Company has received a letter from the Statutory Auditors pursuant
to the provisions of Section 139 of the Companies Act, 2013 confirming that their
appointment will be within the prescribed limits under the Companies Act, 2013 and that
they are not disqualified for the said appointment.
The Companies Amendment Act, 2017 has omitted the requirement of
ratification of the appointment of statutory auditors at every Annual General Meeting with
effect from May 7, 2018. Hence the ratification of appointment of Statutory Auditors at
the ensuing 44th Annual General Meeting is not required.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments.
The Auditors' Report does not contain any qualification,
reservation or adverse remark. Further, the Statutory Auditors have not reported any
incident of fraud u/s 143(12) of the Companies Act 2013, during the year under review.
COST AUDITORS
In terms of the provisions of Section 148(1) and all other applicable
provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules,
2014, maintenance of cost records has been specified by the Central Government for your
Company and such accounts and records are made and maintained by your Company as per the
requirements of the Act during the period under review. Further, your Company has
appointed M/s. Dipak Lal & Associates, Cost Accountants (a Cost Audit Firm), as Cost
Auditor of the Company for the Financial year 2023-24 to carry out audit of cost records
of the Company, who was also the Cost Auditor for the Financial year 2022-23. The
remuneration proposed to be paid to them in Financial Year 2023-24 requires ratification
by the shareholders of the Company. In view of this, your ratification for payment of
remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting. The
report issued by the cost auditor for the Financial Year 2022-23 is self-explanatory and
do not call for any further comments.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules,
2016, the Board has appointed M/s. M R & Associates, a firm of Practicing
Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The
Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith
marked as Annexure- D to this Report.
Board's comment on Secretarial Audit Report's Observation
During the period under review, the Adjudicating Officer passed an
adjudication Order dated May 13, 2022 pertaining to adjudication proceedings initiated on
Company in the matter of suspected shell companies, imposing a penalty of Rs. 7,00,000/-
(Rupees Seven Lakhs Only) on the Company under the relevant rules and regulations.
However, the enforcement of this order is subject to the outcome of Civil Appeal No. 4741
of 2021 titled SEBI vs. Suzlon Energy Ltd & Anr pending before the Hon'ble
Supreme Court. Apart from the above, the report is self-explanatory and do not call for
any further comments.
The Board has also appointed M/s. M R & Associates, as Secretarial
Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
According to the provisions of Section 188 read with Section 2(76) of
the Companies Act, 2013, all transactions entered with Related Parties during the
financial year 2023-23 were on arm's length basis and were in the ordinary course of
business of the Company.
All Related Party Transactions are placed before the Audit Committee
for approval. Prior omnibus approval of Audit Committee is obtained for the transactions
which are of a foreseen and repetitive nature. The transactions entered into pursuant to
omnibus approval so granted along with a statement giving details of all related party
transactions is placed before the Audit Committee.
The Policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website www.incredibleindustries.co.in and may be accessed
at the link https://www.incredibleindustries.co.in/ download/21650358708.pdf.
Your Directors draw attention of the members to Note 32 to the
financial statement which sets out related party disclosures.
Moreover during the year under review the Company has entered into
materially significant related party transactions and the relevant disclosure of
information pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies
(Accounts) Rules, 2014 has been shown in AOC-2, annexed herewith marked as Annexure- E to
this report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review, no amount had been transferred to
Investor Education and Protection Fund (IEPF) as no amount was due and payable.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
Your Company has always believed in providing a safe and harassment
free workplace for every individual working in the Company. Your Company always endeavors
to create and provide an environment that is free from discrimination and harassment
including sexual harassment.
In accordance with "The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013" and in order to provide for the
effective enforcement of the basic human right of gender equality and guarantee against
sexual harassment and abuse, more particularly against sexual harassment at work places,
your Company has constituted an Internal Complaint Committee and adopted a policy on
Prevention of Sexual Harassment at Workplace. The policy aims to provide the effective
enforcement of basic human right of gender equality and guarantee against sexual
harassment and abuse. Your Company hereby declare that it has complied with provisions
relating to the constitution of Internal Complaints Committee of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the year, there was no complaint lodged with the Internal
Complaint Committee, formed under "The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013".
ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Companies Act, 2013, the draft Annual Return of the Company for the Financial Year
ended March 31, 2023 is uploaded on the website of the Company at https://www.
incredibleindustries.co.in/menu-details.phpRs.cat=investor-services&sub=annual-return
. The final Annual Return shall be uploaded in the same web link after the said Annual
Return is filed with the Registrar of Companies, West Bengal.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in a separate section forming part of the
Annual Report.
CORPORATE GOVERNANCE:
Your Directors are pleased to report that your Company strives to
ensure that best corporate governance practices are identified, adopted and consistently
followed. Your Company believes that good governance is the basis for sustainable growth
of the business and for enhancement of stakeholder's value.
Pursuant to Regulation 34(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate section titled 'Report on Corporate
Governance' has been included in this Annual Report along with the certificate obtained
from M/s. MR & Associates, a firm of Practicing Company Secretaries certifying
compliance with the conditions of corporate governance as stipulated under relevant
Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and annexed with the report on Corporate Governance.
COMPLIANCE OF SECRETARIAL STANDARDS:
The Company complies with all applicable secretarial standards as
issued and notified by Institute of Company Secretaries of India.
FORWARD LOOKING AND CAUTIONARY STATEMENTS:
Certain statement in this Report concerning to our growth prospects,
particularly those which relate to Management Discussion & Analysis Report, describing
the Company's objectives, projections, estimates, expectations or predictions may be
'forward looking statements' within the meaning of applicable laws and regulations. Actual
results could however differ materially from those expressed or implied. The risk and
uncertainties relating to these statements include, but are not limited to, important
factors that could make a difference to the Company's operations such as global and
domestic demand-supply conditions, finished goods prices, raw materials and fuels cost and
availability, transportation costs, changes in Government regulations and tax structure,
economic developments within India and other factors such as litigation and industrial
relations. The Company does not undertake to update any forward looking statements that
may be made from time to time by or on behalf of the Company.
APPRECIATION:
Your Directors place on record their sincere appreciation for
significant contribution made by employees of the Company at each level, through their
dedication, hard work and commitment. The Board places on record its appreciation for the
continued co-operation and support extended to the Company by various Banks, Financial
Institutions, Stock Exchanges, NSDL and CDSL, Vendors, Customers, Consultants, Central and
State Government bodies, Dealers, and other Business Associates. The Board deeply
acknowledges the trust and confidence placed by the consumers of the Company and, above
all, the shareholders.
Registered office
14 Netaji Subhas Road 2nd Floor, Kolkata - 700 001 Date: 29.05.2023
For and on behalf of the Board
Sd/-
Rama Shankar Gupta
Chairman and Managing Director (DIN: 07843716)
Sd/-
Sanjay Kaloya
Director
(DIN:07970640)
ANNEXURES TO THE BOARD'S REPORT
Annexure-A
Particulars of Energy Conservation, Technology Absorption and Foreign
Exchange Earnings and Outgo as required under the Companies (Accounts) Rules, 2014:
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as
follows:
A. CONSERVATION OF ENERGY
i) Energy conservation measures taken or impact on conservation of
energy
Energy conservation dictates how efficiently a Company can conduct its
operations. IIL has recognized the importance of energy conservation in decreasing the
deleterious effects of global warming and climate change.
Your Company regularly reviews measures to be taken for energy
conservation, consumption and its effective utilization. Some of the energy conservation
initiatives taken by the Company during the year are given below:
¦ The conservation of energy is a continuous exercise. Trend of
energy consumption is regularly monitored and remedial measures are initiated to improve
energy efficiency.
¦ Preventing wastage/minimization of energy usage by relentless
optimisation of process parameters to achieve lower values of energy consumption.
¦ Use of latest energy efficient technology like high efficiency
VFD based motors, inverter based air conditioners and drives.
¦ Replaced old conventional light fittings with latest
generation CFL and LED light fittings in the operational and official floors, thus, power
consumption is reduced.
¦ Rationalization of load on transformer.
¦ Replacement of old electric fuses with MCBs for better
protection and easy trouble shooting.
¦ Maximum use of natural light in day time by placing
transparent roof and side glass windows.
¦ Studying available potential of recovered energy from various
sources and doing a cost benefit analysis of practices required.
ii) Steps in utilization of alternate sources of energy
The Company is exploring the ways and ideas through its efficient
technical team that how it can use the alternate sources of energy in the energy intensive
production line in place of conventional sources of energy, its viability and cost
effectiveness in relation to the production cost of the products produced by the Company.
iii) Capital investment on energy conservation equipments
No capital investment on energy conservation equipments incurred by the
Company during the financial year ended March 31, 2023.
B. TECHNOLOGY ABSORPTION
i) The efforts made by the Company towards technology absorption during
the year under review are as under:
¦ During the year, your Company has made constant efforts to
improve process, design and planning across all manufacturing sections;
¦ Installation of various machine based testing system to check
the quality of the product produced.
ii) The Company's finished products are always set a reputable
standard in the market in comparison to its peers. With the adoption of various advanced
methodology in the production process, will help the Company to reduce its cost of
production and the quality and durability of the products are also improved.
iii) The Company had not imported any foreign technology during the
last three years.
iv) The Company had not incurred any major expenditure which can
specifically appropriated to Research and Development work.
v) Worked on increasing the productivity in Rolling Mill within the
existing capacity.
C. Foreign Exchange Earnings and Outgo
Total foreign exchange
earned and outgo |
2022-23 |
2021-22 |
Foreign Exchange Inflow (Rs.
in Lakhs) |
- |
- |
Foreign Exchange Outgo (Rs. in
Lakhs) |
38.01 |
10.24 |
Registered office
14 Netaji Subhas Road 2nd Floor, Kolkata - 700 001 Date: 29.05.2023
For and on behalf of the Board
Sd/-
Rama Shankar Gupta
Chairman and Managing Director (DIN: 07843716)
Sd/-
Sanjay Kaloya
Director
(DIN:07970640)
Report on Corporate Social Responsibility (CSR) Activities /
Initiatives (Pursuant to Section 135 of the Act and Rules made thereunder)
1. Brief outline on CSR Policy of the Company:
The CSR policy framed by the erstwhile CSR Committee (constituted by
the Board) has been approved by the Board of Directors in accordance with the provisions
of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility) Rules, 2014.
In accordance with schedule VII of the Companies Act, 2013, for
enhancing the stakeholders' value, generating economic value of the nation and
working towards well-being of the society, the CSR Policy covers certain projects/
activities such as supporting education, skill development, food services and health care
for underprivileged people of the society.
2. Composition of CSR Committee:
The Ministry of Corporate Affairs has amended the provisions of Section
135 of the Companies Act, 2013 and rules made thereunder with effect from 22nd
January, 2021 mentioning that where the amount to be spent by a Company does not exceeds
Rupees fifty lakhs, then the duties and functions of the Corporate Social Responsibility
Committee can be performed by the Board of Directors of such Company. Based on such
amendment, the Board of Directors of the Company in their meeting held on 28th June, 2021
has decided to discontinue the Corporate Social Responsibility Committee with effect from
the close of business hours on 28th June, 2021 as the amount to be spent by the Company
during the financial year 2021-22 is within the prescribed limit. Also, the amount
required to be spent during the current financial year 2022-23 is also within the
prescribed limits.
3. Provide the web-link where Composition of CSR committee, CSR Policy
and CSR projects approved by the board are disclosed on the website of the company:
The web-link of CSR Policy is
https://www.incredibleindustries.co.in/download/21627896036.pdf. Presently, the Company is
not having any CSR committee as explained in point no. 2 above and there are no CSR
Projects approved by the Board of Directors of the Company.
4. Provide the executive summary along with wed-link(s) of Impact
Assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 o, if
applicable:
The average CSR obligation of the Company does not exceeds the
prescribed threshold limit of ten crore rupees or more in pursuance of Section 135(5) of
the Companies Act, 2013 for conducting impact assessment. Thus, the impact assessment
report is not applicable to the Company.
5. (a) Average net profit of the company as per sub-section (5) of
section 135.
F. Y.- 2019-20, 2020-21 and 2021-22 is ' 4,24,30,586/-
(b) Two percent of average net profit of the company as per section
sub-section (5) of 135: ' 8,48,612/-
(c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: NIL
(d) Amount required to be set off for the financial year, if any: NIL
(e) Total CSR obligation for the financial year [(b)+(c)+(d)]): '
8,48,612/-
6. (a) Amount spent on CSR Projects (both Ongoing Project and other
Ongoing Project): ' 8,80,000/-
(b) Amount spent in Administrative Overheads: NIL
(c) Amount spent on Impact Assessment, if applicable: NIL
(d) Total amount spent for the Financial Year [(a)+(b)+(c)] : '
8,80,000/-
(e) CSR amount spent or unspent for the financial year:
|
Amount Unspent
(in ') |
Total Amount Spent for the
Financial Year (in ') |
Total Amount
transferred to Unspent CSR Account as per sub-section (6) of Section 135 |
Amount
transferred to any fund specified under Schedule VII as per second proviso to sub-section
(5) of Section 135 |
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
8,80,000 |
- |
- |
- |
- |
- |
(f) Excess amount for set off, if any:
Sl. No. Particulars |
Amount (in ') |
(i) Two percent of average net
profit of the company as per sub-section (5) of Section 135 |
8,48,612 |
(ii) Total amount spent for
the Financial Year |
8,80,000 |
(iii) Excess amount spent for
the financial year [(ii)-(i)] |
31,388 |
(iv) Surplus arising out of the
CSR projects or programmes or activities of the previous financial years, if any |
NIL |
(v) Amount available for set
off in succeeding financial years [(iii)-(iv)] |
31,388 |
7. Details of Unspent Corporate Social Responsibility amount for the
preceding three Financial Years: NIL
1 2. |
3 |
4 |
5 |
6 |
7 |
8 |
Sl. No.
Preceding Financial Year(s) |
Amount
transferred to Unspent CSR Account under subsection (6) of Section 135 (in ') |
Balance Amount
in Unspent CSR
Account under subsection (6) of section 135 (in ') |
Amount Spent in
the Financial Year (in ') |
Amount
transferred to a Fund as specified under Schedule VII as per second proviso to sub-section
(5) of section 135, if any |
Amount remaining
to be spent in succeeding Financial Years (in ') |
Deficiency, if
any |
Amount (in ') |
Date of transfer |
NIL |
8. Whether any capital assets haven created or acquired through
Corporate Social Responsibility amount spent in the Financial Year: No
O Yes O No
If Yes, enter the number of Capital assets created/ acquired
Furnish the details relating to such asset(s) so created or acquired
through Corporate Social Responsibility amount spent in the Financial Year:
Sl. No. Short
particulars of the property or asset(s) [including complete address and location of the
property] |
Pin code of property or
asset(s) |
Date of creation |
Amount of CSR amount spent |
Details of entity/
Authority/ beneficiary of the registered owner |
(1) (2) |
(3) |
(4) |
(5) |
(6) |
CSR Registration Name
Registered Number, if applicable address |
NOT APPLICABLE |
(All the fields should be captured as appearing in the revenue record,
flat no., house no. Municipal Office/ Municipal Corporation/ Gram panchayat are to be
specified and also the area of the immovable property as well as boundaries)
9. Specify the reason(s), if the company has failed to spend 2% of the
average net profit as per Section 135(5).
Not Applicable.
Registered office
14 Netaji Subhas Road 2nd Floor, Kolkata - 700 001 Date: 29.05.2023
For and on behalf of the Board
Sd/-
Rama Shankar Gupta
Chairman and Managing Director (DIN: 07843716)
Sd/-
Sanjay Kaloya
Director
(DIN: 07970640)
DISCLOSURE IN DIRECTORS' REPORT PURSUANT TO SECTION 197(12) OF THE
COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) AMENDED RULES, 2016:
Sr. No. Requirements |
Disclosure |
1. The ratio of the
remuneration of each director |
Name of the Director |
Ratio |
to the median remuneration of
employees of |
Shri Rama Shankar Gupta |
26:1 |
the Company for the financial
year |
1. Apart from
Managing Director, no director is in receipt of any remuneration from the Company. |
|
2. Sitting Fees
paid to the Directors have not been considered as remuneration. |
|
3. Figures have
been rounded off wherever necessary. |
2. The percentage
increase in remuneration of each director, Chief Financial Officer and Company Secretary
in the financial year |
Shri Rama Shankar Gupta |
NIL |
Shri Ajay Bhuwania |
NIL |
Shri Amit Agrawal * |
NA |
Shri Bharat Agarwal |
49.52% |
3. The percentage increase in the
median remuneration of employees in the financial year |
In the financial
year, there was an increase of 9.73% in the median remuneration of employees. |
4. The number of permanent
employees on the rolls of Company |
There were 209
permanent employees on the rolls of the Company as on March 31, 2023. |
5. Average percentile increase
already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentage increase in the managerial
remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration |
i) Average
percentage increase made in the salaries of employees other than the managerial personnel
in the financial year 2022-23: 9.70%
ii) Average percentage increase in the salaries of managerial personnel
in the financial year 2022-23: NIL |
6. Affirmation that the
remuneration is as per the remuneration policy of the Company |
It is hereby
affirmed that the remuneration paid to Directors, Key Managerial Personnel and other
Employees is as per the Nomination and Remuneration Policy of the Company. |
* Shri Amit Agrawal was appointed as Chief Financial Officer of the
Company w.e.f. December 7, 2022. So, percentage increase in his remuneration is not
applicable during the period under review.
Statement containing list of top 10 employees pursuant to Section
197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of
employees of the Company and Directors is furnished hereunder:
Sl. No. Name |
Designation / Nature of
Duties |
Remuneration Received (in ')
(per annum) |
Nature of Employment and other
terms |
Qualification |
Experience (in years) |
Age
(in
years) |
Date of
commencement of employment |
Last
employment held and Designation |
% of Equity Shares held by the
employee in the Company |
1. Mr. Rama Shankar Gupta |
Chairman and
Managing
Director |
48,72,000 |
As per Board's
Resolution duly approved by the shareholders |
MBA-
Finance and Marketing |
26 |
53 |
15/11/2022 |
Adhunik Corporation Limited
as Chief Financial Officer |
NIL |
2. Mr. Dinesh Pathak |
GM-Marketing |
22,20,000 |
Permanent |
Commerce
Graduate |
29 |
51 |
17/01/2022 |
Kamdhenu Limited (AGM-
Marketing) |
NIL |
3. Mr. Chatar Singh |
AGM-Production |
22,11,200 |
Permanent |
B.A. |
40 |
61 |
08/11/2005 |
Usha Martin Limited as
Manager |
NIL |
4. Mr. Ajay Kumar Khandelwal |
Senior VP Marketing &
Communication |
21,01,374 |
Permanent |
M. Com, LLB |
38 |
63 |
23/11/2020 |
Shyam Sel & Power Limited
as VP-Sales & Marketing |
NIL |
5. Mr. Bharat Agarwal |
Company Secretary(CS) |
15,27,637 |
Permanent |
FCA, FCS |
17 |
39 |
01/04/2010 |
Adhunik Corporation Limited
as Manager |
NIL |
6. Mr. Keshav Kishore Sharma |
DGM-Purchase |
11,64,158 |
Permanent |
B. Com |
31 |
52 |
11/12/2020 |
Maithan Alloys Limited as
AGM- Commercial |
NIL |
7. Mr. Prasenjit Ghosh |
DGM-Sales & Marketing |
11,31,464 |
Permanent |
B. Com |
21 |
52 |
15/01/2021 |
Gagan Ferrotech Limited as
DGM- Sales & Marketing |
NIL |
8. Mr. Rahul Singh |
Head- Brand & Corporate
Communication |
11,24,921 |
Permanent |
Graduate in Commerce and
Jewellary |
28 |
50 |
09/09/2021 |
Sarachi Group (Head Brands
& Corporate Communication) |
NIL |
9. Mr. Raj Kumar Singhal |
Officer in Charge-Despatch |
10,32,328 |
Permanent |
B. Com |
22 |
47 |
01/08/2018 |
|
NIL |
10. Mr. Baljeet Singh |
Assistant
General
Manager-
Electrical |
10,28,716 |
Permanent |
B. Tech., MBA |
32 |
54 |
04/09/2005 |
Usha Martin Limited as Senior
Manager- Electrical |
NIL |
Notes:
1) The employees have adequate experience to discharge responsibilities
assigned to them.
2) None of the above mentioned persons are relatives of Directors of
the Company.
Registered office
14 Netaji Subhas Road 2nd Floor, Kolkata - 700 001 Date: 29.05.2023
For and on behalf of the Board
Sd/-
Rama Shankar Gupta
Chairman and Managing Director (DIN: 07843716)
Sd/-
Sanjay Kaloya
Director
(DIN: 07970640)
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2023 [Pursuant
to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment
and Remuneration of Key Managerial Personnel) Rules, 2014]
To,
The Members,
INCREDIBLE INDUSTRIES LIMITED
14, N. S. Road, 2nd Floor,
Kolkata-700 001, West Bengal
1. We have conducted the secretarial audit of the compliance of
applicable statutory provisions and the adherence to good corporate practices by INCREDIBLE
INDUSTRIES LIMITED (hereinafter called the company). Secretarial Audit was conducted
in a manner that provided us a reasonable basis for evaluating the corporate conducts/
statutory compliances and expressing our opinion thereon.
2. Based on our verification of the Company books, papers, minute
books, forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, we hereby report that in our opinion, the company
has, during the audit period covering the Financial Year ended on 31st March,
2023 complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
3. We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions of:
i) The Companies Act, 2013 (the Act), amendments thereof and the rules
made thereunder;
ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made thereunder;
iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
iv) Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;
v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act') :-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
(d) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other applicable regulations
/guidelines/circulars as may be issued by SEBI from time to time .
We further report that, there were no actions/ events in pursuance of;
(a) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
(b) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
(c) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021;
(d) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018;
(e) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021;
We further report that having regard to the compliance system
prevailing in the Company, we have relied upon the representation made by the Management,
for compliance with the following specific applicable laws as identified by the Company.
a) Factories Act, 1948,
b) Industrial Dispute Act, 1947,
c) Payment of Wages Act, 1936 and other applicable labour laws,
d) Environment (Protection) Act, 1986 and other environment laws We
have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India and to the extent amended and notified from time to time.
(ii) The Listing Agreements entered into by the Company with The
Calcutta Stock Exchange Limited, BSE Limited and National Stock Exchange of India Limited.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive and Independent Directors. The changes in
the composition of the Board of Directors (if any) that took place during the period under
review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings were carried out
unanimously as recorded in the minutes of the meetings of the Board of Directors or
Committees of the Board, as the case may be.
We further report that there are adequate systems and processes in
the company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period, the Adjudicating
Officer passed an adjudication Order dated May 13, 2022 u/s 15-I of Securities And
Exchange Board Of India Act, 1992, read with Rule 5 of SEBI (procedure for holding inquiry
and imposing penalties by adjudicating officer) Rules, 1995 pursuant to adjudication
proceedings initiated in the matter of suspected shell companies, imposing a penalty of '
7,00,000/- (Rupees Seven Lakhs Only) on the Company. The enforcement of this order is
subject to the outcome of Civil Appeal No. 4741 of 2021 titled SEBI vs. Suzlon Energy Ltd
& Anr pending before the Hon'ble Supreme Court and the matter is still pending as on
date.
We further report that the Company has made an intimation to Stock
Exchange under Schedule III (Part A) (6) of Regulation 30 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for a material event. We further report that
during the audit period the company has obtained approval of shareholders through
postal ballot on 26.05.2022 as per postal ballot notice dated 25.04.2022 for approval for
material related party transactions for F.Y. 2022-23.
We further report that during the audit period, the Company had
obtained approval of shareholders at the Annual General Meeting held on 21st September,
2022 for the following matters;
1. Re-appointment of Mrs. Sonam Agarwal (DIN: 08054202) as an
Independent Woman Director for Second term of five consecutive years with effect from 12th
February, 2023.
2. Re-appointment of Mr. Rama Shankar Gupta (DIN: 07843716) as Managing
Director of the Company for a period of three years with effect from 15th November, 2022.
3. Approval of Material Related Party Transaction(s) for F.Y. 2023-24.
This Report is to be read with our letter of even date which is annexed
"Annexure A" and forms an Integral Part of this Report.
For MR & Associates
Company Secretaries A Peer Reviewed Firm Peer Review Certificate
No.: 720/2020
Sd/-
[CS Urvi Sanghvi]
Partner ACS No.: A60185
Place : Kolkata C P No.: 25788
Date : 29.05.2023 UDIN No.: A060185E000381968
"ANNEXURE - A" TO THE SECRETARIAL AUDIT REPORT (FOR THE
FINANCIAL YEAR ENDED 31STMARCH, 2023)
To,
The Members,
INCREDIBLE INDUSTRIES LIMITED
14, N. S. Road, 2nd Floor,
Kolkata-700001
West Bengal
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial Records is the responsibility of the
Management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the Audit practices and processes as where
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in Secretarial Records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management Representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of corporate and other applicable
laws, rules, regulations and standards is the responsibilities of the management. Our
examination was limited to the verification of procedures on test basis.
6. As regard the books, papers, forms, reports and returns filed by the
Company under the provisions referred to in our Secretarial Audit Report in Form MR-3 the
adherence and compliance to the requirements of the said provisions is the responsibility
of the management. Our examination was limited to checking the execution and timeliness of
the filing of various forms, reports, returns and documents that need to be filed by the
Company with various authorities under the said provisions of the Act. We have not
verified the correctness and coverage of the contents of such forms, reports, returns and
documents.
7. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
For MR & Associates
Company Secretaries A Peer Reviewed Firm Peer Review Certificate
No.: 720/2020
Sd/-
[CS Urvi Sanghvi]
Partner ACS No.: A60185
Place : Kolkata C P No.: 25788
Date : 29.05.2023 UDIN No.: A060185E000381968
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 including certain arm's length transactions under third proviso
thereto.
1. Details of contracts or arrangements or transactions not at arm's
length basis: The Company has not entered into any contract or arrangement or
transaction with its related parties which is not at arm's length during the
financial year 2022-23.
2. Details of material contracts or arrangement or transactions at
arm's length basis:
Sl. No. Name(s)
of the related party and nature of relationship |
Nature of contracts/
arrangements/ transactions |
Duration of the contracts
/ arrangements/ transaction |
Salient terms of the
contracts or arrangements or transactions including the value, if any |
1 Adhunik Corporation Limited
(Enterprise over which KMP/ Shareholders/ Relatives have significant influence) |
Purchase of Raw Materials &
Sale of Finished Goods / By Product |
FY 2022-23 |
Purchase of Billets and sale
of Misroll, Wastage, End-cutting etc. at arm's length basis (For details of amount of
transactions during the year refer, Note no. 32 (b) of Audited Financial Statements.) |
Notes: |
Shareholders' approval was taken by way of Ordinary
Resolution passed through Postal Ballot on 26th May, 2022 considering that
above contracts / transactions are material in nature as defined under Regulation 23 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Approval of the Audit Committee was taken for all of these
transactions.
For and on behalf of the Board
Registered office Sd/- Sd/-
14 Netaji Subhas Road Rama Shankar Gupta Sanjay Kaloya
2nd Floor, Kolkata - 700 001 Chairman and Managing Director Director
Date: 29.05.2023 (DIN: 07843716) (DIN: 07970640)