To
The Members
Your Directors have pleasure in presenting to you the 94th Annual Report
together with the Audited Financial Statements for the year ended March 31, 2023.
FINANCIAL RESULTS:
Financial highlights of the Company are as under: (R in Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Revenue from operations |
66,095 |
55,658 |
| Other income |
284 |
342 |
| Total income |
66,379 |
56,000 |
| Expenses |
|
|
| Operating expenditures |
63,354 |
53,153 |
| Depreciation and amortisation expense |
520 |
512 |
| Total expenses |
63,874 |
53,665 |
| Profit before Exceptional Items and Tax |
2,505 |
2,335 |
| Exceptional Items (net) |
1,290 |
- |
| Profit before |
3,795 |
2,335 |
| Tax expense |
|
|
| Current tax |
627 |
330 |
| Tax in respect of earlier year |
5 |
- |
| Deferred tax |
361 |
242 |
| Total tax expense |
993 |
572 |
| Profit for the year |
2,802 |
1,763 |
| Opening balance of Retained Earnings |
4,975 |
3,424 |
| Other Comprehensive Income (net of tax) |
|
|
| Remeasurement loss on defined benefit plans |
61 |
(109) |
| Amount available for appropriation |
7,838 |
5,078 |
| Appropriations |
|
|
| Dividend on Equity Shares |
155 |
103 |
| Closing balance of retained earnings |
7,683 |
4,975 |
PERFORMANCE FOR THE YEAR:
The Company achieved revenue from operations of 66,095 Lakhs during the current year as
against 55,658 Lakhs during the previous year. Profit after tax for the current year was
2,802 Lakhs as compared to Profit after tax of 1,763
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 1.5 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 155 Lakhs.
The final dividend on Equity Shares, if approved by the Members, would involve a cash
outflow of 155 Lakhs.
SHARE CAPITAL:
The paid-up Share Capital of the Company as on March 31, 2023 stood at R10,32,62,630
comprising of 1,03,26,263 equity shares of R10/- 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.
LISTINg:
The 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 2023-24
TRANSFER TO RESERVES:
The Directors have decided to retain the entire amount of 7,683 Lakhs in the retained
earnings.
CAPITAL EXPENDITURE:
The total Capital Expenditure incurred during the year was 612 Lakhs, spent on Factory
Buildings, Plant & Machineries and on Information Technology.
STATE OF COMPANY'S AFFAIRS: continues to focus on capacity utilisation and sales
growth. Technological Duringthefinancial improvements have been undertaken at plants to
reduce manual efforts has continued to use e-procurement tools and further upgraded the
existing cloud-based ERP system with a thrust on digitization and IT infrastructure to
further enhance the "work from anywhere" capabilities of the support staff. The
Company remained focused on its long term vision throughout the year and achieved sales
growth and better capacity utilisation.
The Company uses operational excellence tools to standardize its processes and
activities and ensure efficient
MANAgEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34(2)(e) 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 REPORT:
The Company has taken adequate steps to adhere to all the stipulations laid down in the
Listing Regulations.
A report on Corporate Governance and 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. Anwar Chauhan (DIN: 00322114) Non-Executive, Non-Independent Director, retires by
rotation and being eligible, offers himself for re-appointment.
Additional information, pursuant to Regulation 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 Section 203 of the Act, the Board appointed Mr. Jay R Mehta as the Company
Secretary and Compliance
Officer, w.e.f. November 09, 2022 in place of Mrs. Nisha Kantirao.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on March 31, 2023 are:
Mr. Mandar P. Joshi - Whole Time Director and CEO, Mr. Rakesh Joshi - Chief Financial
Officer
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 . As required under Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, they have completed the registration with 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, 2023, the Board of Directors hereby confirms that: a) in the preparation of
the annual accounts for the year ended March 31, 2023, 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, 2023 and of the profit of the
Company for the same c) they have taken proper and sufficient care for the maintenance of
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
Auditor who periodically conducts audit of the adequacy and effectiveness of the internal
controls laid down by the management and suggest improvements.
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 2022-23. 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, information and
functioning, 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 circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 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 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 theAuditors in their Report.
ii) Cost Auditors:
Pursuant to section 148 of the Companies Act, 2013, M/s. Kishore Bhatia &
Associates, Cost Accountants, were appointed by the Board of Directors as the Cost
Auditors for auditing the cost records of the Company for the year ended March 31, 2024.
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 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 Financial Year 2022-23. 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. Further, M/s. A. A. Mulla & Associates,
Practicing Company Secretaries, were appointed to conduct Secretarial
Audit for the financial year 2023-24.
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 11,97,910/- (Rupees Eleven Lakhs Ninety-Seven Thousand Nine Hundred and
Ten only) for construction of additional Library room at Seva Ashram School, Boisar during
F.Y. 2022-23 and the excess amount spent can be set against the requirements of CSR
expenditure up to immediate succeeding three financial years.
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
www.ivpindia.com
The Company's CSR Policy statement and annual report on the CSR activities undertaken
during the financial year ended
March 31, 2023, 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. The Vigil Mechanism and Whistle Blower Policy as
approved by the Board of Directors is available on the website of the Company at www.ivpindia.com.
No person has been denied access to the Chairman of the Audit Committee and there was no
such reporting during the financial year 2022-23.
RELATED PARTY TRANSACTIONS:
All transactions with related parties entered into during the Financial Year 2022-23
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 (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 www.ivpindia.com
HOLDINg, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company continues to be the Subsidiary Company of Allana Exports Private Limited.
The Company does not have any Subsidiaries, Associates or Joint Venture Companies.
EXTRACT OF ANNUAL RETURN:
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, 2023
is available on the website of the Company at www.ivpindia.com
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 employee's 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.
COMMITTEES OF THE BOARD:
The various Committees of the Board focus on certain specific areas and make informed
decisions in line with the delegated authorities.
The following statutory Committees constituted by the Board according to their
respective roles and defined scope:
1) Audit Committee,
2) Nomination and Remuneration Committee,
3) Stakeholders' Relationship Committee and
4) Corporate Social Responsibility Committee
Details of the composition, terms of reference and number of meetings held for
respective committees are given in the report on Corporate Governance.
The Company has adopted a Code of Conduct and Ethics for its Directors and senior
management personnel and the same can be accessed using the following www.ivpindia.com.
All Directors and senior management personnel have affirmedcompliance with the and
Senior Management.
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.
INSURANCE:
All assets of the Company are adequately insured.
EMPLOYEES' RELATIONS:
Employees' relations continued to remain cordial and satisfactory during the
financialyear. The total number of permanent employees as on March 31, 2023 was 202.
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 pending at the beginning of financial year 2022-23 |
NIL |
| No. of complaints filed during financial year 2022-23 |
NIL |
| No. of complaints disposed off during financial year 2022- |
NIL |
| No. of complaints pending as on March 31, 2023 |
NIL |
SECRETARIAL STANDARDS:
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 abovementioned provisions, the Cost Accounts and Cost Records
have been maintained by the Company.
gREEN INITIATIVES:
Pursuant to the relevant circulars issued by Ministry of Corporate Affairs (MCA),
Government of India and Securities & Exchange Board of India (SEBI) and in view of the
prevailing situation of the pandemic, owing to the difficulties involved in dispatching of
the physical copies of the Notice of the AGM and the Annual Report of the Company for the
year 2022-23, the said documents are being sent only by email to the shareholders
who have registered their email address with the Company/Depository Participant(s)
gENERAL:
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 2022-23 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
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 onetime settlement with any Bank or Financial Institution.
ACKNOWLEDgEMENT:
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.
|
|
For and on behalf of the Board of Directors |
|
|
T. K. gowrishankar |
|
|
Chairman |
| Place |
: Mumbai |
DIN: 00847357 |
| Date |
: April 27, 2023 |
|
| Registered Office: |
|
| Shashikant N. Redij Marg, |
|
| Ghorupdeo, Mumbai - 400 033. |
|
| CIN : |
L74999MH1929PLC001503 |
|
| Tel : |
022-35075360 |
|
| Email : |
ivpsecretarial@ivpindia.com |
|
| Website : |
www.ivpindia.com |
|
