To
The Shareholders,
Your Directors have pleasure in presenting their Thirty First Annual Report of your
Company, together with the Audited Financial Statements for the year ended 31st March
2023.
Financial Results
Your Company's performance during the year as compared with that during the previous
year is summarized below:
| Particulars |
2022-23 |
2021-22 |
| Manufacturing Sales |
65,625 |
55,640 |
| Add: Other Income |
801 |
694 |
| Total Income |
66,426 |
56,334 |
| Less: |
|
|
| (i) Materials & Manufacturing Expenses |
43,618 |
36,818 |
| (ii) Value Addition Cost |
17,182 |
14,837 |
| Profit before Depreciation, Amortization 5,626 |
4,679 |
| Less: Depreciation & Amortization Expenses |
4,716 |
4,447 |
| Profit before Tax |
910 |
231 |
OPERATIONS
Your Company's Revenues for the year stood at 65,625 Lakhs as against 55,640 Lakhs for
previous year despite of semiconductor chip shortage, Global Geo-political tensions and
stricter norms for Covid-19 protocols in major markets. Operating Profit before
Depreciation & Amortization amounted to 5,626 Lakhs as against 4,679 Lakhs for
previous year. Profit against 231 Lakhs for previous year.
DIVIDEND
The Board, after considering holistically the relevant circumstances and keeping in
view of the Company's Dividend distribution policy, has decided to recommend
1/- per share on Face Value of 10/- final 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
2015-16beforeTaxamountedto 910Lakhsas (Interim) transferred to IEPF and such
shares on which dividends were un-claimed for seven years consecutive years are available
on the website of the Company at http://www.igarashimotors.com/investor-list.
php?invescatid=22
RESERVES dividendforthe The Reserves at the end of the year 31st March, 2023 is at
40,806 Lakhs as against the Total Reserves of 40,681
Lakhs as at 31st March 2022.
Your Company does not propose to transfer any amount to the general reserve.
MATERIAL CHANGES
No material changes or commitments have occurred between the end of the Financial Year
and the date of this
Report which affect the financial statements of the Company in respect of the reporting
year.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES
Your Company has no Subsidiary/ Associate / Joint Venture
Companies as on March 31, 2023. 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, 2023.
PAID-UP SHARE CAPITAL
Your Company's Paid-up equity share capital is 3,147
Lakhs as on March 31, 2023.
DIRECTORS
During the year under report, the members of your
Company in 30th Annual General Meeting confirmed the re-appointment of Mr. Hemant M
Nerurkar (DIN 00265887), as Director who was liable for retire by rotation.
Based on the Nomination & Remuneration Committee recommendation, the Board of
Directors at their meeting held on May 23, 2022 and the approval by the shareholders at
30th AGM by way of Ordinary Resolutions, Mr. Haruo Igarashi (DIN 08587832) and Mr. Thomas
Francis Mckeough (DIN: 09510485) was appointed as Non-Executive, Non-Independent Director
from May 24, 2022.
INDEPENDENT DIRECTORS
The Independent Directors viz. Mr. L Ramkumar (DIN 00090089) Mrs. S M Vinodhini (DIN
08719578) have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') and there has been
no change in the circumstances which may affect their status as Independent Director
during the year.
The details of familiarization 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. Haruo Igarashi (DIN 08587832) Director retires by rotation at forthcoming 31st
Annual General Meeting and being eligible, offers himself for re-appointment. The brief
resume and other details as required under the Listing Regulations are provided in the
Notice of the 31st Annual General Meeting of the Company.
EVALUATION OF THE BOARD'S PERFORMANCE
Your Company has devised a Policy for performance evaluation of Independent Directors,
Board, Committees and other individual Directors which include criteria for performance
evaluation of the non-executive directors and executive directors. Pursuant to the
provisions of Companies Act, 2013 and Regulation 25 of the Listing Regulations, the
Boardhascarriedoutannualperformanceevaluationofitsown performance, the directors
individually as well the evaluation of the working of its Audit, Nomination &
Remuneration and Stakeholder Committee for the financial year 2022-23.
Each Board member completed a questionnaire providing feedback on the functioning and
overall engagement of the Board and its committees on various parameters such as the
composition, execution of specific duties, quality, quantity and timelines flowof information,
deliberations at the meeting etc.,. Besides this, one –on-one meeting of the
individual directors with the Chairman of the Board was also conducted as a part of
self-appraisal and peer group evaluation. The Directors were also asked to provide their
valuable feedback and suggestions about the overall functioning of the Board and its
committees.
NUMBER OF MEETINGS OF THE BOARD
During the year Five Board Meetings were held on May 23,
2022, August 10, 2022, November 09, 2022, January 10,
2023 and February 13, 2023. The particulars of Directors, their attendance during the
financial year 2022-23 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 2022-23, 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,
2023, 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, 2023 and
of the profit of the Company for that period;
c) Proper care has been taken for maintenance of adequate accounting for safe guarding
the assets of the Company and detecting fraud and other irregularities;
d) They have laid down Internal Financial Controls to be followed by the Company and
the Audit Committee of the Board of Directors shall ensure that the internal control is
adequate and robust;
e) The annual accounts are prepared on a going concern basis;
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
DEMATERIALISATION OF SHARES
99.61% of the Company's paid up Equity Share Capital is in dematerialized form as on
March 31, 2023 and balance 0.39% is in physical form. Your Company has already sent four
reminders to all concerned shareholders advising them to convert physical shares into
demat form. The Company's Registrars are Cameo Corporate Services Limited, No.1,
Subramanian Building, Club House Road, Chennai 600002.
CREDIT RATING creditDuring 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 30th AGM held on August 10, 2022.
In view of above, the Audit Committee and Board recommend continuing material related
party transactions with IEWL during the period from 31st AGM to 32nd AGM for approval of
shareholders as set out in the Notice of 31st AGM.
Your Company's updated Policy on Related Party Transactions which can be accessed
through weblink : http:// www.igarashimotors.com/investor-list.php?invescatid=18
Your Company presents a statement of all related party transactions before the Audit
Committee. Details of such transactions are given in the accompanying financial
statements. Disclosure of Related Party transaction (include details of the transactions
with promoter/promoter group is annexed with the report as per the format prescribed).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Your Company adopted Policy on Prevention, Prohibition and Redressal of Sexual
Harassment and Non-discrimination at Work Place in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,
2013. A copy of Policy is made available on the Company's website.
All employees (permanent, contractual, temporary, trainees) are covered under this
policy. Your Company had arranged external expert consultant trainings on Compliance of
Policy to all the employees and service providers. Your Company also launched awareness
campaigns on said Policy.
An Internal Complaints Committee (ICC) was set up to redress complaints received
regarding sexual harassment and discrimination at work place.
During the year ended March 31, 2023, the ICC has received no complaints pertaining to
sexual harassment / discrimination at work place.
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company are
Mr. R Chandrasekaran (DIN : 00012643), Managing Director, Mr. S Vivekchandranth, Chief
Financial
Officer and Mr. P Dinakara Babu, Company (ICSI Membership No. A14812).
During the year, there are no changes in the Key Managerial Personnel.
AUDITORS
M/s. B S R & Co LL.P, Chartered Accountants (Firm Registration No.
101248W/W-100022), were appointed by the Shareholders at the 30th Annual
General Meeting held on August 10, 2022 as Statutory Auditors for a term of five
consecutive years (FY2022-23 to FY2026-27) to hold office until conclusion of 35th Annual
General Meeting.
Pursuant to the amendment to Section 139 of the Companies
Act, 2013 effective from May 07, 2018, ratification shareholders every year for the
appointment of Statutory Auditors is no longer required and accordingly, the Notice of
ensuing 31st Annual General Meeting does not include the proposal for seeking
shareholders' approval for ratification of
Statutory Auditors appointment.
M/s. B S R & Co LL.P, Chartered Accountants, has furnished a certificate of their
eligibility and consentunderSection139 is forming part of this 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 2023-24.
In terms of the Listing Regulations, the Auditors have
Peer confirmed that they hold a valid certificate
Review Board of the ICAI.
AUDITORS REPORT
No qualification, adverse remarks or disclaimer made by the Statutory Auditors with
regard to the financial statements for the financial year 2022-23.
The Statutory Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the
Companies Act, 2013.
There have been no instances of fraud reported by above mentioned Auditors under
Section 143(12) of the Act and Rules framed thereunder either to the Company or to the
Central Government during FY 2022-23.
SECRETARIAL AUDITOR , SECRETARIAL AUDIT REPORT & OTHER CERTIFICATES
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. C Prabhakar, Partner, BP
& Associates, Company Secretaries (ICSI Membership No.: F11722; C.P No. 11033) to
undertake the secretarial audit of the Company for the year ended March 31, 2023. Your
Company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.
The Secretarial Audit Report is given in Annexure to this
Report. The Report does not contain any qualification, reservation or adverse remark or
any disclaimer.
Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained
annual secretarial compliance report from Mr. C Prabhakar, Partner, BP & Associates,
Company Secretaries (ICSI Membership No.: F11722; C.P No. 11033) and the same will be
submitted to the stock exchanges within the prescribed time. The Secretarial
Compliance Report also does not contain any qualification, reservation, adverse remark
or any disclaimer.
As required under SEBI (LODR) Regulations, Your Company has obtained a certificate from
the Practising Company
Secretary that none of the Directors of the Board of the
Company have been debarred or disqualified from being appointed or continuing as
Directors by MCA/ Statutory Authorities. The said Certificate.
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, 2023
The audit is in progress and the report will be filed Ministry of Corporate Affairs
within the prescribed period. A proposal for ratification of remuneration of the Cost
Auditors for the financial year 2022-23 ratified by the shareholders at
30th AGM held on August 10, 2022.
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 2023-24. Accordingly, the matter relating to the ratification of the
remuneration payable to the Cost Auditors for the financial year 2023-24 being placed at
the
31st 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, 2023 is available on the Company's website at http://
www.igarashimotors.com/investor-list.php?invescatid=17.
INTERNAL CONTROL SYSTEMS
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management.
Internal Audit is carried out in a programmed way and follow up actions were taken for
all audit observations. Your Company's Statutory Auditors have, in their report, confirmed
the adequacy of the internal control procedures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of
Directors of your Company has constituted a CSR Committee. The CSR Committee comprises of
four members and the Chairman of Board is heading the Committee. CSR Committee of the
Board has developed a CSR Policy. The CSR Committee met one time during the year on May
23, 2022.The details of role and functioning of the Committee are given in Annexure to
this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
Management Discussion and Analysis Report of the Company for year under review as
required under Regulation 17 of Listing Regulations is given as a separate Statement in
the Annual Report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
Your Company has adopted a Risk Management Policy and constituted a Risk Management
Committee for monitoring the same. The Company has been addressing various risks impacting
the Company which is provided elsewhere in this Annual Report in Management Discussion and
Analysis Report.
BUSINESS RESPONSIBILITY & 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. Your Company has taken initiative
to publish BRSR report for FY 2022-23 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 of 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 havebeennosignificantand material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations.
HUMAN RESOURCES
Your Company has 669 number of permanent employees on the rolls of the Company as on
March 31, 2023. 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 Bombay Stock Exchange Limited. Listing fee has already been paid for the financial
year 2023-24.
31st ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE
As per Ministry of Corporate AffairsCircular No. 10/2022 dated December 28, 2022
[‘MCA Circular"], regarding Pandemic and relaxations (e.g VC, no physical
report) thereon, your Company made arrangement to conduct 31st AGM through Video
Conference / Other Audio Visual Means for which necessary information has been given
separately in Notice of 31st AGM.
Also your Company will be complying with said Circulars by sending 31st Annual Report
along with Annexures by way of e-mail to the shareholders as such no physical copies shall
be distributed. Those Shareholders whose email IDs are not registered, have to register
their email ID with Registrar & Share Transfer Agent (RTA) of the Company.
ACKNOWLEDGEMENT
The Board wishes to thank for the continued support of the relevant Government
Authorities, Promoters, Shareholders, Suppliers, Customers and other business associates,
for their strong support.
|
For and on behalf of the Board of Directors |
|
Hemant M Nerurkar |
|
Chairman |
|
DIN: 00265887 |
| Place: Chennai |
|
| Date: May 25, 2023 |
