To
The Shareholders,
Your Directors have pleasure in presenting their Thirty Third Board of
Directors Report of your Company, together with the
Audited Financial Statements for the year ended March 31, 2025.
FINANCIAL RESULTS
Your Company's performance during the year as compared with that
during the previous year is summarized below:
(Rs. in Lakhs)
Particulars |
2024-25 |
2023-24 |
Manufacturing Sales |
83,842 |
72,504 |
Add: Other Income |
239 |
162 |
Total Income |
84,081 |
72,667 |
Less: |
|
|
(i) Materials &
Manufacturing Expenses |
54,144 |
48,294 |
(ii) Value Addition
Cost |
21,532 |
18,077 |
Profit before
Depreciation, Amortization |
8,405 |
6,296 |
Less: Depreciation
& Amortization Expenses |
5,154 |
4,908 |
Profit before Tax |
3,251 |
1,388 |
OPERATIONS
Your Company's Revenues for the year stood at Rs. 83,842 Lakhs as
against Rs. 72,504 Lakhs for previous year despite of ongoing Global Geo-political tension
and slower penetration of BLDC Ceiling Fans. Operating Profit before Depreciation &
Amortization amounted to Rs. 8,405 Lakhs as against Rs. 6,296 Lakhs
for previous year. Profit before Tax amounted to Rs. 3,251 Lakhs as against Rs. 1,388
Lakhs for previous year.
DIVIDEND
The Board, after considering holistically the relevant circumstances
and keeping in view of the Company's Dividend distribution policy, has decided to
recommend Rs. 2.50/- per share on Face Value Rs. 10/- dividend for the year under review.
Your Company had adopted the Dividend Distribution Policy and the same
was hosted on the website of the Company at:
http://www.igarashimotors.com/uploads/investor/
pdf/14788383387IMIL-Dividend_Distribution_Policy.pdf
TRANSFER OF UNPAID & UNCLAIMED DIVIDEND AND UNCLAIMED SHARES TO
IEPF
As per the provisions of the Companies Act, 2013 read with Investor
Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016
(IEPF Rules') all unclaimed dividends are required to be transferred by the
Company to the IEPF after completion of 7 years. Further according to IEPF Rules, the
shares on which dividend has not been claimed by the Shareholders for seven consecutive
years or more shall be transferred to the demat account of IEPF Authority. The details
relating to amount of dividend FY 2016-17 transferred to IEPF and such shares on which
dividends were un-claimed for seven consecutive years are available on the website of the
Company at
http:// www.igarashimotors.com/investor-list.php?invescatid=22
RESERVES
The Reserves at the end of the year March 31, 2025 is at Rs. 43,408
Lakhs as against the Total Reserves of Rs. 41,551 Lakhs as at March 31, 2024.
Your Company does not propose to transfer any amount to the general
reserve.
MATERIAL CHANGES
No material changes or commitments have occurred between the end of the
Financial Year and the date of this Report which affect the financialstatements of the
Company in respect of the reporting year.
DETAILS OF SUBSIDIARY/ JOINT VENTURES/
ASSOCIATE COMPANIES
Your Company has no Subsidiary/ Associate / Joint Venture Companies as
on March 31, 2025. Report under Form AOC-1 is annexed to this report.
DEPOSITS
During the year under review, your Company has not invited or accepted
any deposit within the meaning of provisions of Chapter V of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2025.
PAID-UP SHARE CAPITAL
Your Company's Paid-up equity share capital is Rs. 3,147.50 Lakhs
as on March 31, 2025.
DIRECTORS
During the year under report, the members of your Company in 32nd
Annual General Meeting confirmedthe re-appointment of Mr. Thomas Francis Mckeough (DIN
09510485), as Director who was liable for retire by rotation.
INDEPENDENT DIRECTORS
The Independent Directors viz. Mr. L Ramkumar (DIN 00090089) Mrs. S M
Vinodhini (DIN :08719578) have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations') and there has been no change in the circumstances which may affect
their status as Independent Director during the year.
SECOND TERM OF INDEPENDENT DIRECTORS
Your Company had appointed Mrs. S M Vinodhini (DIN: 08719578) as an
Independent Woman Director for a term of five years with effect from April 1, 2020. As her
first term was set to expire on March 31, 2025, the Board of Directors, based on the
recommendation of the Nomination and Remuneration Committee and after evaluating her
performance and fulfilment of the criteria for independence, recommended her
re-appointment for a second term of five consecutive years commencing from April 1, 2025.
The members approved her re-appointment through a Postal Ballot
conducted on March 22, 2025.
Your Company had appointed Mr. L. Ramkumar (DIN: 00090089) as an
Independent Director for a term of five years with effect from July 30, 2020. As his
current term is due to expire on July 29, 2025, the Board of Directors, based on the
recommendation of the Nomination and Remuneration Committee and after evaluating his
performance and fulfilment of the criteria for independence, recommends his re-appointment
for a second term of five consecutive years commencing from July 30, 2025. The proposal
for his re-appointment forms part of the Notice of the 33rd Annual General
Meeting of the Company.
The details of familiarization programmes to Independent Directors is
put up on the website of the Company at the link:
http://www.igarashimotors.com/investor-list.
php?invescatid=23
RETIREMENT BY ROTATION
Mr. Hemant M. Nerurkar (DIN: 00265887) was appointed as a Director,
liable to retire by rotation, pursuant to a Special Resolution passed by the members at
the 28th Annual General Meeting held on September 17, 2020.
In accordance with the provisions of the Companies Act, 2013, Mr.
Hemant M. Nerurkar is liable to retire by rotation at the forthcoming 33rd
Annual General Meeting and, being eligible, has offered himself for re-appointment. The
brief profile and other relevant details of Mr. Nerurkar, as required under the SEBI
Listing Regulations, are provided in the Notice convening the 33rd Annual
General Meeting of the Company.
EVALUATION OF THE BOARD'S PERFORMANCE
In compliance with the provisions of the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, your Company has implemented a structured and comprehensive Policy for the
evaluation of the performance of Independent Directors, the Board as a whole, its
Committees, and individual Directors, including both Executive and Non-Executive
Directors.
For the financial year 2024 25, the Board carried out an annual
performance evaluation covering various aspects such as the overall effectiveness of the
Board, individual contributions of Directors, and the functioning of its key Committees
namely, the Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee, and the Risk Management & ESG Committee.
The evaluation process included a detailed questionnaire completed by
each Director, covering criteria such as the Board's composition, the discharge of
duties and responsibilities, quality and timeliness of information flow, and the
effectiveness of deliberations during meetings. Further, individual performance
assessments were conducted through one-on-one discussions between each Director and the
Chairman of the Board. Directors were also encouraged to provide feedback and suggestions
to enhance the overall effectiveness and governance practices of the Board and its
Committees.
NUMBER OF MEETINGS OF THE BOARD
During the year four Board Meetings were held on May 23, 2024, August
08, 2024, November 14, 2024, and February 11, 2025. The particulars of Directors, their
attendance during the financial year 2024-25 has been disclosed in the Corporate
Governance Report forming part of this Annual Report.
For details of the Committees of the Board, please refer to the
Corporate Governance Report.
AUDIT COMMITTEE
Your Company has an Audit Committee pursuant to the requirements of the
Act read with Rules framed thereunder and SEBI (LODR) Regulations, 2015. The details are
relating to the same are given in the report on Corporate Governance forming part of this
Report. During FY 2024-25, the recommendations of Audit Committee were duly accepted by
the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act, 2013 your
directors, on the basis of information made available to them, confirm the following:
a) In the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable Accounting Standards have been followed with
explanation relating to material departures, if any;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give true and fair view of the state of affairs of the Company as at March 31, 2025 and of
the profit of the Company for that period;
c) Proper care has been taken for maintenance of adequate accounting
for safe guarding the assets of the Company and detecting fraud and other irregularities;
d) They have laid down Internal Financial Controls to be followed by
the Company and the Audit Committee of the Board of Directors shall ensure that the
internal control is adequate and robust;
e) The annual accounts are prepared on a going concern basis;
f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
DEMATERIALISATION OF SHARES
As of March 31, 2025, 99.71% of the Company's paid-up Equity Share
Capital exists in dematerialized form, with the remaining 0.29% in physical form. Your
Company has issued three reminders to all relevant shareholders, urging them to convert
their physical shares into dematerialized form.
The Company's Registrars are Cameo Corporate Services Limited,
No.1, Subramanian Building, Club House Road, Chennai 600002.
CREDIT RATING
During the year under view, CARE re-affirmed ratings of CARE A+ for
long term debt and CARE A1+ for short term debt.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 134(3) (m)
of the Companies Act, 2013, is appended hereto and forms part of this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of expenditure and earnings in foreign currency are given
as an annexure to this Report.
PARTICULARS OF LOANS & INVESTMENTS BY COMPANY
Details of loans and investments by the Company covered under Section
186 of the Companies Act, 2013, form part of the notes to the financial statements .
provided in this report
RELATED PARTY TRANSACTIONS
All the related party transactions entered during the year were in
ordinary course of business and on arm's length basis.
Your Company had taken shareholders approval for material related party
transactions with Igarashi Electric
Works Limited, Japan [IEWL] (Promoter & Ultimate Holding
Company') at the 32nd AGM held on August 09, 2024.
In view of above, the Audit Committee and Board recommend continuing
material related party transactions with IEWL during the period from 33rd AGM to 34th
AGM for approval of shareholders as set out in the Notice of 33rd AGM.
Your Company's Policy on Related Party Transactions which can be
accessed through weblink :
http://www.igarashimotors.
com/investor-list.php?invescatid=18
Your Company presents a statement of all related party transactions
before the Audit Committee. Details of such transactions are given in the accompanying
financial statements. Disclosure of Related Party transaction (include details of the
transactions with promoter/promoter group is annexed with the report as per the format
prescribed).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company adopted Policy on Prevention, Prohibition and Redressal of
Sexual Harassment and Non-discrimination at Work Place in line with the requirements of
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. A copy of Policy is made available on the Company's website.
All employees (permanent, contractual, temporary, trainees) are covered
under this policy. Your Company had arranged external expert consultant of their
eligibility and consent under sectiontrainings on Compliance of Policy to all the
employees and service providers. Your Company also launched awareness campaigns on said
Policy.
An Internal Complaints Committee (ICC) was set up to redress complaints
received regarding sexual issued by theharassment and discrimination at work place.
During the year ended March 31, 2025, The number of sexual harassment
complaints received - Nil
The number of such complaints disposed - Nil
The number of cases pending for a period exceeding ninety days - Nil
STATEMENTONMATERITYBENEFITCOMPLIANCE
Your Company is in compliance with the provisions of the Maternity
Benefit Act, 1961 with the letter and spirit.
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial
Personnel of the Company are Mr. R Chandrasekaran (DIN: 00012643), Managing Director, Mr.
S Vivekchandranth Chief Financial Officer and Mr. P Dinakara Babu, Company Secretary (ICSI
Membership No. A14812).
During the year, there are no changes in the Key Managerial Personnel.
AUDITORS
M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No.
101248W/W-100022), were re-appointed by the Shareholders at the 30th Annual
General Meeting held on August 10, 2022 as Statutory Auditors for a term of five hold
office until conclusion of 35 th Annual General Meeting. The appointment is
however, subject to ratification by members at every Annual General Meeting in accordance
with Section 139 of the Companies Act, 2013 read with applicable rules made thereunder.
Pursuant to the amendment to Section 139 of the Companies Act, 2013
effective from May 07, 2018, ratification by shareholders every year for the appointment
of Statutory Auditors is no longer required and accordingly, the Notice of ensuing 33rd
Annual General Meeting does not include the proposal for seeking shareholders'
approval for ratification ofStatutory Auditors appointment.
M/s. B S R & Co. LLP, Chartered Accountants, has furnished a
certificate and 141 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules
2014 for their continuance as the Auditors of the company for the financial year 2025-26.
In terms of the Listing Regulations, the Auditors have confirmed that
they hold a valid certificate Review Board of the ICAI.
AUDITOR'S REPORT
No qualification, adverse remarks or disclaimer made by the Statutory
Auditors with regard to the financial statements for the financial year 2024-25.
The Statutory Auditors of the Company have not reported any fraud as
specified under Section 143(12) of the Companies Act, 2013.
There have been no instances of fraud reported by abovementioned
Auditors under Section 143(12) of the Act and Rules framed thereunder either to the
Company or to the Central Government during FY 2024-25.
SECRETARIAL AUDITOR, SECRETARIAL AUDIT
REPORT & OTHER CERTIFICATES
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed BP & Associates, Company Secretaries to undertake the
secretarial audit of the Company for the year ended March 31, 2025. Your Company has
complied with the Secretarial Standards issued by the Institute of Company Secretaries of
India on Board Meetings and Annual General Meetings.
The Secretarial Audit Report is given in Annexure to this Report. The
Report does not contain any qualification, reservation or adverse remark or any
disclaimer.
Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company
has obtained annual secretarial compliance report from Mr. C Prabhakar, Partner, BP &
Associates,
Company Secretaries (ICSI Membership No.: F11722; C.P No. 11033) and
the same will be submitted to the stock exchanges within the prescribed time. The
Secretarial
Compliance Report also does not contain any qualification, reservation,
adverse remark or any disclaimer.
As required under SEBI (LODR) Regulations, Your Company Companyhas
obtained a certificate Secretary that none of the Directors of the Board of the Company
have been debarred or disqualified from being appointed or continuing as Directors by
MCA/SEBI and other part Statutory Authorities. The said Certificate of this Report.
In accordance with the provisions of Section 204 of the Companies Act,
2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors, at its meeting held on May 22,2025, approved
the appointment of BP & Associates, Company Secretaries having Firm Registration no.
5382 & Peer Review no. P2015TN040200, as the Secretarial Auditor of the Company for a
fixed financial years from FY 2025-26 to FY 2029-30 subject to the approval of the
shareholders at the ensuing 33rd Annual General Meeting based on the written
consent of the Secretarial Auditors and confirmation to the effect that they are eligible
and not disqualified to be appointed as the Auditors of the Company in the terms of the
provisions of the Listing Regulations, the Companies Act, 2013 and the rules made
thereunder.
In this regard, a Resolution for appointment is carried in the Notice
of the 33rd Annual General Meeting, which is recommended by the Board for
approval.
COST AUDIT & COST RECORDS
Pursuant to the provisions of Section 148(3) of the Act, the Board of
Directors had appointed M/s. B Y & Associates, Cost Accountants (Firm Registration No:
003498) as Cost Auditors of the Company, for conducting the audit of cost records of
domestic unit for the financial year ended March. 31, 2025
The audit is in progress and the report will be filed with the Ministry
of Corporate Affairs within the prescribed period. The members at the 32nd
Annual General meeting held on August 09,2024 approved ratification of remuneration of the
Cost Auditors for the financial year 2024-25.
The cost records as specified by the Central Government under
subsection (1) of Section 148 of the Companies Act, 2013 as required are maintained by the
Company.
The Board of Directors based on the recommendation of the Audit
Committee, approved the re-appointment of M/s. B Y & Associates, Cost Accountants
(Firm Registration No: 003498) as the Cost Auditors of the Company to conduct audit of the
cost records of the domestic operations of the Company for the financial year 2025-26
Accordingly, the matter relating to the ratification of the remuneration payable to the
Cost Auditors for the financial year 2025-26 will be placed at the 33rd AGM of
the Company.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with section 134(3) of
the Act, the Annual Return as on March 31, 2025 is available on the Company's website
at
http:// www.igarashimotors.com/investor-list.php?invescatid=17
.
INTERNAL CONTROL SYSTEMS
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All the transactions are
properly authorized, recorded and reported to the Management. term of five Internal Audit
is carried out in a programmed way and follow up actions were taken for all audit
observations. Your Company's Statutory Auditors have, in their report, confirmed the
adequacy of the internal control procedures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of Section 135 and Schedule VII of the Companies Act, 2013,
the Board of Directors of your Company has constituted a CSR Committee. The CSR Committee
comprises of four members and the Chairman of Board is heading the Committee. CSR
Committee of the Board has developed a CSR Policy. The CSR Committee met one time during
the year on May 23, 2024.The details are given in Annexure to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of the Company for year under
review as required under Listing Regulations is given as a separate Statement in the
Annual Report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
Your Company has adopted a Risk Management Policy and constituted a
Risk Management & ESG Committee for monitoring the same. The Company has been
addressing various risks impacting the Company which is provided elsewhere in this Annual
Report in Management Discussion and Analysis Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR)
As required under Regulation 34 (2) (f) of Listing Regulations, the
Business Responsibility & Sustainability Report describing the initiatives taken by
your Company from an environmental, social and governance perspective, in the prescribed
format is available as a separate section of the Annual Report. Company has taken
initiative to publish BRSR report for FY 2024-25 on Mandatory Basis in view of Circular
no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued by the Securities and
Exchange Board of India (SEBI). The said report is also available on the Company's
website at
http://www.igarashimotors.com/ investor-list.php?invescatid=17
.
REMUNERATION OF KEY MANAGERIAL PERSONNEL
The information required pursuant to Section 197 read with Rule 5 (1)
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of the statement of particulars Appointment and Remuneration of Key Managerial
Personnel is forming part of this Report.
The remuneration paid to all Key Managerial Personnel was in accordance
with remuneration policy adopted by the Company.
STATEMENT ON EMPLOYEE REMUNERATION
The information required pursuant to Section 136(1) of the Companies
Act, 2013, the Report of the Board of Directors is being sent to all the shareholders of
the Company excluding statement prescribed under Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The Statement will be sent by e-mail to
the
Shareholders, if such request is mailed to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status and Company's
operations.
HUMAN RESOURCES
Your Company has 760 number of permanent employees on the rolls of the
Company as on March 31, 2025. The Board of Directors wishes to place on record their
sincere appreciation to all the employees of the Company for their dedication, commitment
and loyalty to the Company.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a certificate from the
Auditors of the Company regarding compliance of the requirements of Corporate Governance
pursuant to Listing Regulations is annexed hereto.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has a vigil mechanism established Whistle
Blower Policy, as per the requirement of the Companies Act, 2013 and
the Listing Regulations, to enable all employees and the directors to report in good faith
any violation of the Policy. The Audit Committee of the Board oversees the functioning of
Whistle Blower Policy. Your Company has disclosed the details of revised Whistle Blower
policy on its website:
http://
www.igarashimotors.com/investor-list.php?invescatid=18.
PREVENTION OF INSIDER TRADING
Your Company has adopted a code of conduct for prevention of
"Insider Trading" as mandated by the SEBI and same is available on the website
of the Company:
http:// www.igarashimotors.com/investor-list.php?invescatid=18
. Your Company's Audit Committee monitors implementation of said
Policy.
CODE OF CONDUCT
Your Company has laid down a Code of Conduct Policy which can be
accessed on the Company's website:
http://
www.igarashimotors.com/investor-list.php?invescatid=18
OTHER CONFIRMATIONS
There is no application/proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year under review.
LISTING
The shares of your Company continued to be listed at National Stock
Exchange Limited and BSE Limited. Listing fee has already been paid forthefinancial . year
2025-26
33rd ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE
Pursuant to the General Circulars No. 09 / 2024 dated September 19,
2024 issued by the Ministry of Corporate Affairs, Government of India and the Securities
and Exchange Board of India's Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated
October 3, 2024 ("Circulars") your Company made arrangement to conduct 33rd
AGM through Video Conference / Other Audio Visual Means for which necessary information
has been given separately in Notice of 33rd AGM.
Also your Company will be complying with said Circulars by sending 33rd
Annual Report along with Annexures by way of e-mail to the shareholders as such no
physical copies shall be distributed. Those Shareholders whose email IDs are not
registered, have to register their email ID with Registrar & Share Transfer Agent
(RTA) of the Company.
ACKNOWLEDGEMENT
The Board would like to express its appreciation for the dedicated
efforts of your Company's employees, who have achieved commendable results despite
challenging circumstances. Additionally, we extend our heartfelt thanks to the relevant
Government Authorities, Promoters, Shareholders, Suppliers, Customers, and other valued
business associates for their unwavering support.
For and on behalf of the Board of Directors
Place: Vancouver,
Canada |
Hemant M Nerurkar |
Date : May 22, 2025 |
Chairman |
|
DIN: 00265887 |