Your Directors have pleasure in presenting their Thirty Second Annual Report of your Company, together with the Audited Financial Statements for the year ended 31st March 2024.
FINANCIAL RESULTS
Your Company's performance during the year as compared with that during the previous year is summarized below:
(' in lakhs)
|
Particulars
|
2023-24
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2022-23
|
|
Manufacturing Sales
|
72,504
|
65,625
|
|
Add: Other Income
|
162
|
801
|
|
Total Income
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72,667
|
66,426
|
|
Less:
|
|
|
(i) Materials & Manufacturing Expenses
|
48,294
|
43,618
|
|
(ii) Value Addition Cost
|
18,077
|
17,182
|
|
Profit before Depreciation, Amortization
|
6,296
|
5,626
|
|
Less: Depreciation & Amortization Expenses
|
4,908
|
4,716
|
|
Profit before Tax
|
1,388
|
910
|
OPERATIONS
Your Company's Revenues for the year stood at ' 72,504 Lakhs as against ' 65,625 Lakhs for previous year despite of ongoing Global Geo-political tension, slower penetration of BLDC Ceiling Fans and increased marine transit time due to red-sea shipping crisis. Operating Profit before Depreciation & Amortization amounted to ' 6,296 Lakhs as against ' 5,626 Lakhs for previous year. Profit before Tax amounted to ' 1,388 Lakhs as against ' 910 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 fully paid share (10%) on Face Value ' 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 Policv.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 2015-16 (Final) 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
The Reserves at the end of the year March 31, 2024 is at ' 41,551/- Lakhs as against the Total Reserves of ' 40,806 Lakhs as at March 31, 2023.
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, 2024. 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 31,2024.
PAID-UP SHARE CAPITAL
Your Company's Paid-up equity share capital is ' 3,147.50 Lakhs as on March 31, 2024.
DIRECTORS
During the year under report, the members of your Company in 31st Annual General Meeting confirmed the re-appointment of Mr. Haruo Igarashi (DIN 08587832), 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.
The details of familiarization programs 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. Thomas Francis Mckeough (DIN 09510485) Director retires by rotation at forthcoming 32nd 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 32nd Annual General Meeting of the Company.
EVALUATION OF THE BOARD’S PERFORMANCE
Your Company has established a comprehensive Policy for evaluating the performance of Independent Directors, the Board, Committees and individual Directors. This policy encompasses criteria for assessing both non-executive and executive directors. In accordance with the Companies Act, 2013, and Regulation 25 of the Listing Regulations, the Board conducted an annual performance evaluation for the fiscal year 2023-24. This evaluation covered the Board's performance as a whole, individual directors, and the functioning of its Audit, Nomination & Remuneration, Stakeholder Committee, and Risk Management & ESG Committee.
Each Board member completed a questionnaire, providing feedback on various aspects such as composition, execution of duties, quality and timeliness of information flow, and meeting deliberations. Additionally, individual directors participated in one-on-one meetings with the Board Chairman for self-assessment and peer evaluation. Furthermore, directors were invited to share their valuable feedback and suggestions on the overall functioning of the Board and its committees.
NUMBER OF MEETINGS OF THE BOARD
During the year four Board Meetings were held on May 25,
2023, August 09, 2023, November 10, 2023, and February 09,
2024. The particulars of Directors, their attendance during the financial year 2023-24 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 2023-24, 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, 2024, 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, 2024 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, 2024, 99.68% of the Company's paid-up Equity Share Capital exists in dematerialized form, with the remaining 0.32% 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 credit 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 31st AGM held on August 09, 2023.
In view of above, the Audit Committee and Board recommend continuing material related party transactions with IEWL during the period from 32nd AGM to 33rd AGM for approval of shareholders as set out in the Notice of 32nd 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 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, 2024, 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 Secretary (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 (FY 2022-23 to FY 2026-27) to hold office until conclusion of 35th 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 32nd 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 consent under section 139 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 2024-25. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer 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 2023-24.
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 2023-24.
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, 2024. 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 is forming part of this Report.
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, 2024.
The audit is in progress and the report will be filed with the Ministry of Corporate Affairs within the prescribed period.
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 2024-25. Accordingly, the matter relating to the ratification of the remuneration payable to the Cost Auditors for the financial year 2024-25 is placed at the 32nd 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 31,2024 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 25, 2023.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 & ESG 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 2023-24 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 675 number of permanent employees on the rolls of the Company as on March 31,2024. 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 2024-25.
32nd ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE
Pursuant to the General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (MCA) and Circular SEBI/HO/CFD/CFD-PoD- 2/P/ CIR/2023/167 dated October 7, 2023 issued by SEBI, your Company made arrangement to conduct 32nd AGM through Video Conference / Other Audio Visual Means for which necessary information has been given separately in Notice of 32nd AGM.
Also your Company will be complying with said Circulars by sending 32nd 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
Hemant M Nerurkar
Chairman DIN: 00265887
Place: Chennai Date : May 23, 2024
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