• OPEN AN ACCOUNT
Indian Indices
Nifty
16,076.55 -48.60
(-0.30%)
Sensex
53,909.87 -142.74
( -0.26%)
Bank Nifty
34,510.15 220.00
( 0.64%)
Nifty IT
27,772.45 -759.05
( -2.66%)
Global Indices
Nasdaq
11,264.45 -270.82
(-2.35%)
Dow Jones
31,928.62 48.38
(0.15%)
Hang Seng
20,112.10 -357.96
(-1.75%)
Nikkei 225
26,748.14 -253.38
(-0.94%)
Forex
USD-INR
77.44 -0.17
(-0.22%)
EUR-INR
82.43 0.54
(0.66%)
GBP-INR
97.29 0.36
(0.37%)
JPY-INR
0.61 0.00
(0.04%)

EQUITY - MARKET SCREENER

Incredible Industries Ltd
Industry :  Steel - Medium / Small
BSE Code
ISIN Demat
Book Value()
538365
INE452L01012
25.5020716
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
INCREDIBLE
44.12
105.22
EPS(TTM)
Face Value()
Div & Yield %
0.51
10
0
 

As on: May 25, 2022 12:10 PM

DEAR MEMBERS,

Your Directors take pleasure in presenting the 42nd Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2021.

FINANCIAL HIGHLIGHTS:

The summarized financial performance of your Company for the financial year ended March 31, 2021 is as under:

Particulars

Year ended

March 31, 2021 March 31, 2020
Revenue from Operations 49,394.18 50,192.81
Other Income 37.93 14.08
Total Revenue 49,432.11 50,206.89
Earning Before Interest, Depreciation and Taxes (EBIDTA) 1,548.28 1,196.52
Depreciation and Amortization Expenses 571.57 569.33
Finance Costs 427.76 495.26
Pro_t Before Tax 548.95 131.93
Total Tax Expense 186.29 31.11
Pro_t After Tax 362.66 100.82
Other Comprehensive Income 2.28 3.54
Total Comprehensive Income 364.94 104.36

(Note: a) The Company had prepared its financial statements in accordance with Indian Accounting Standards (‘Ind AS') as prescribed under Section 133 of Companies Act, 2013 read with relevant rules thereunder and other accounting principles generally accepted in India. b) The factory unit of the Company at Raturia, Angadpur, Durgapur-713 215 was not in operation from 24th March, 2020 to 8th May, 2020 due to lockdown announced by The Ministry of Home Affairs, Government of India on account of pandemic COVID-19. Thus, the operational figures for the FY 2019-20 and FY 2020-21 are not comparable.)

OPERATIONS:

Iron & Steel is indispensable for nation building and has a direct linkage with nation's health and growth. FY 2020-21 continued to be a very challenging year for global economy and in particular for iron and steel industry in India in light of emergence of pandemic COVID-19. There is a marginal increase in prices of finished goods as compared to last year and thus, revenue from operations proportionately increased if compared in annual terms. The Company had achieved EBIDTA of ` 1,548.28 Lakhs during the period under review as compared to ` 1,196.52 Lakhs. Profit before Tax drastically increased by 416.09 % to ` 548.95 Lakhs of current year as compared to ` 131.93 Lakhs of last year. Profit after Tax drastically increased by 359.71 % to ` 362.66 Lakhs of current year as compared to ` 100.82 Lakhs of last year and total comprehensive income drastically increased by 349.69 % to ` 364.94 Lakhs of current year as compared to

` 104.36 Lakhs of last year.

STATE OF THE COMPANY'S AFFAIRS:

The FY 2020-21 has been overall a challenging year for the Company in light of emergence of pandemic COVID-19. The turnover of the Company had marginally increased as compared to last year if compared in annual terms as there was lock down of 38 days during the FY 2020-21 and your Company had achieved the good result by taking appropriate decision by the management of the Company keeping in mind the prevailing market trends. The overall state of affairs of the Company keeping in mind the present global scenario under pandemic COVID 19 and present health of iron and steel industry is satisfactory.

The outbreak of Coronavirus (COVID-19) pandemic globally and in India causing significant disturbances and slowdown of economic activity. In many countries, businesses are being forced to cease or limit their operations for long or indefinite period of time. The Company's management has made assessment of likely adverse impact on business and financial risks and believes that the impact is likely to be short term in nature. The management does not see any medium to long term risks in the Company's ability to continue as going concern and meeting its liabilities as and when they fall due. Due to the nature of pandemic, the Company will continue to monitor developments to identify significant uncertainties relating to revenue in future periods. In assessing the recoverability of Company's assets such as Loans, Trade Receivables, Inventories etc., the Company had considered internal and external information up to the date of approval of these financial results. The Company has performed sensitivity analysis on the assumptions used on the basis of internal and external information / indicators of future economic conditions and expects to recover the carrying amount of the assets.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION:

The name of the Company has changed from ‘Adhunik Industries Limited' to ‘Incredible Industries Limited' by way of Special Resolution passed by the shareholders through Postal Ballot on April 1, 2021 and a fresh certificate of incorporation was issued by the office of the Registrar of Companies, West Bengal Ministry of Corporate Affairs, Govt of India on May 6, 2021. However, there is no effect of the same on the financial position of your Company. Apart from the above, there is no such material change and commitment affecting the financial position of your Company which have occurred between the end of the financial year of your company to which the financial statements relate and the date of the report.

CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY:

Your company is engaged in the activity of manufacturing of steel related rolled products such as TMT, Wire rods, H. B. Wire etc. and providing of related services. Further, the Company is also involved in generation of electricity through Wind Power. There is no change in the nature of business during the period under review.

INDUSTRY SCENARIO AND OUTLOOK:

Steel is one of the world's most innovative and essential materials. Steel is infinitely recyclable and exceptionally strong and offers an array of sustainable benefits. Since it produced in every region of the world, steel generates jobs and economic growth. The growth in the Indian steel sector has been driven by domestic availability of raw materials such as iron ore and cost-effective labour. Consequently, the steel sector has been a major contributor to India's manufacturing output.

The Indian steel industry is modern with state-of-the-art steel mills. It has always strived for continuous modernization of older plants and up-gradation to higher energy efficiency levels. Indian steel industry is classified into three categories - major producers, main producers and secondary producers.

India's finished steel consumption grew at a CAGR of 5.2% during FY16-FY20 to reach 100 MT. India's crude steel and finished steel production increased to 108.5 MT and 101.03 MT in FY20, respectively. Between April, 2020 and February, 2021, India's cumulative production of crude steel was 93.01 MT and for the period April, 2020 and January, 2021, India's cumulative production of finished steel was 76.04 MT .Export and import of finished steel stood at 8.24 MT and 6.69 MT respectively, in FY20. Export and import of finished steel stood at 9.49 MT and 4.25 MT, respectively, between April, 2020 and February, 2021.

The COVID-19 has disrupted operations globally is well-known. Moreover, the new normal that will emerge is likely to witness a realignment of power centres in different domains. The coronavirus crisis has impacted almost all the infrastructure sector, which includes the steel sector. However, this is also true that India has enormous scope and untapped potential to increase steel consumption in almost all sectors, especially in automobiles, engineering industries and infrastructure development. India's GDP growth is likely to move higher in the coming years due to compulsive focus by policy makers for development of infrastructures & other sectors.

Your company is one of the major key players among the various players in the rolling mill industry in the Durgapur region of West Bengal. It operates with a vision to become industry leader in zone which inspires its stakeholders and a well-defined business plan with planned strategy give hope to achieve its vision.

DIVIDEND AND RESERVES:

In view of meeting capital requirements of the Company through ploughing back of profit in the business, the Directors of your Company are intend to retain the surplus profits in the business itself. Therefore, no dividend is being recommended.

During the period under review, no amount was transferred to General Reserve.

SHARE CAPITAL:

During the financial year under review, there is no change in the capital structure of the Company and accordingly the issued, subscribed and paid up share capital of your Company stood at ` 46,76,37,500/- (Rupees Forty Six Crores Seventy Six Lakhs Thirty Seven Thousand Five Hundred Only) comprising of 4,67,63,750 (Four Crores Sixty Seven Lakhs Sixty Three Thousand and Seven Hundred and Fifty) number of Equity shares of `10/- each fully paid up as on March 31, 2021. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise. Further, there are no shares lying in the suspense account during the period under review.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES INDUSTRIAL RELATIONS:

During the financial year under review, industrial relations remained cordial. Employees' competencies and skills were enhanced by exposing them to several internal and external training programmes. Various measures were taken to improve motivation level of employees. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organization.

CREDIT RATING:

The Company's credit rating ascribed by rating agency is given below:

Rating Agency Instrument Rating Outlook
India Ratings & Research Pvt. Ltd Fund Based Limits IND BBB- Stable
Non-Fund Based Limits IND A3

There is no change in external credit rating of the Company during the period under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under the provisions of sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure-A, which is annexed hereto and forms part of Board's Report.

DETAILS OF BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

During the year, 6 (six) Board meetings were held, details of which are given below. The maximum time gap between any two consecutive meetings did not exceed the prescribed time limits.

Date of the meeting No. of Directors attended the meeting
June 26, 2020 6 (Six)
August 25, 2020 6 (Six)
November 9, 2020 5 (Five)
February 8, 2021 6 (Six)
February 17, 2021 6 (Six)
March 24, 2021 7 (Seven)

COMMITTEES OF BOARD:

There are currently five Committees of the Board as per Companies Act, 2013 and the same are as follows: Audit Committee Nomination and Remuneration Committee Corporate Social Responsibility Committee Stakeholders Relationship Committee Management and Finance Committee The details of composition of the Committees of Board of Directors are as under:-a. Audit Committee

During the period under review, the Audit Committee had met four times i.e. on June 26, 2020, August 25, 2020, November 9, 2020 and February 8, 2021. The details of composition of the Audit Committee are as under:-

Sl. No. Name Chairman/ Members
1. Shri Asit Baran Dasgupta Chairman
2. Shri Rama Shankar Gupta Member
3. Smt. Sonam Agarwal Member
4. Smt. Shilpi Modi Member

All the recommendations made by the Committee are duly accepted and approved by the Board of Directors.

Vigil Mechanism / Whistle Blower Policy

In compliance with provisions of Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy, if any. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. During the year under review, no personnel had been denied access to the Audit Committee. The Vigil Mechanism/ Whistle Blower Policy have been uploaded on the website of the Company at www.incredibleindustries.co.in and may be accessed at the following web-link: https://www.incredibleindustries.co.in/download/21592457662.pdf.

b. Nomination & Remuneration Committee

During the year under review, the Board of Directors of your Company reconstituted the Nomination and Remuneration Committee with effect from March 25, 2021 in accordance with the provision of Section 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.

The Committee had met two times i.e. on August 25, 2020 and March 24, 2021. The details of composition of the Nomination & Remuneration Committee are as under:-

S. No. Name Chairman / Member
1 Smt. Sonam Agarwal Chairman
2 Smt. Shilpi Modi Member
3 Shri Sanjay Kaloya * Member
4 Shri Trilok Sharma # Ex-Member

* appointed w.e.f. 25.03.2021

# ceased from the close of business hours on 24.03.2021

c. Corporate Social Responsibility Committee

The CSR philosophy of your Company is embedded in its commitment to all stakeholders, consumers, employees, environment and society while your Company's approach extends both to External community as well as to your Company's large and diverse internal employee base & their families. The Committee had approved the CSR policy and the Budget. The CSR policy is uploaded on Company's website at www.incredibleindustries.co.in and may be accessed at the following web-link: https://www.incredibleindustries.co.in/download/21627896036.pdf. Further, the Report on CSR Activities/ Initiatives is enclosed as Annexure - B.

The Corporate Social Responsibility Committee of the Company was reconstituted with effect from March 25, 2021 during the period under review. During the financial year 2020-21, the Committee had met once i.e. on June 26, 2020. The composition of the CSR Committee formed in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is as under:

Sl. No. Name Chairman/ Members
1. Shri Sanjay Kaloya * Chairman
2. Shri Rama Shankar Gupta Member
3. Smt. Shilpi Modi Member
4. Shri Trilok Sharma @ Ex-Chairman

* Appointed w.e.f. 25.03.2021

@ ceased from the close of business hours on 24.03.2021 d. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of the Company was reconstituted with effect from March 25, 2021 during the period under review. The Committee had met once during the financial year 2020-21 on February 8, 2021. The details of composition of the Stakeholders Relationship Committee are as under:-

Sl. No. Name Chairman/ Members
1. Shri Sanjay Kaloya * Chairman
2. Shri Rama Shankar Gupta Member
3. Smt. Sonam Agarwal Member
4. Shri Trilok Sharma @ Ex-Chairman

* appointed w.e.f. 25.03.2021

@ ceased from the close of business hours on 24.03.2021

e. Management and Finance Committee:

The Management and Finance Committee of the Company was reconstituted with effect from March 25, 2021. No meeting of the Management and Finance Committee took place during the period under review. The details of composition of the Management and Finance Committee are as under:-

Sl. No. Name Chairman/ Members
1. Shri Rama Shankar Gupta Chairman
2. Shri Sanjay Kaloya * Member
3. Shri Niket Agarwal Member
4. Shri Trilok Sharma @ Ex-Member

* appointed w.e.f. 25.03.2021

@ ceased from the close of business hours on 24.03.2021

BUSINESS RESPONSIBILITY REPORT:

In terms of Regulation 34(2)(f ) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year) is required to include Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective, in the format specified by SEBI with effect from December 26, 2019 and other than top 1000 listed entities may include the report on voluntary basis. The Company falls under other than top 1000 listed entities and the preparation of the report is not mandatory.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and based on the information provided by the Management, the Board of Directors report that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent except as otherwise stated in the Notes to Financial Statements so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts for the financial year ended March 31, 2021 on a ‘going concern' basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD INDEPENDENCE:

Our definition of ‘Independence' of Directors is derived from Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of the above said provisions :

a) Shri Asit Baran Dasgupta (DIN: 02476594)

b) Smt. Sonam Agarwal (DIN: 08054202)

c) Smt. Shilpi Modi (DIN: 02706881) The Company had not appointed any new Independent Director during the period under review.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act, 2013 as well as Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

DIRECTORS:

Shri Niket Agarwal (DIN: 07233888), was appointed as Director (Non-Executive) of the Company with effect from September 29, 2020. Again, Shri Trilok Sharma (DIN: 08432440), Chairman & Director (Non-Executive) was resigned from the Board of Directors of the Company from the close of business hours on March 24, 2021. On the same day i.e. on March 24, 2021, Mr. Sanjay Kaloya (DIN: 07970640) was appointed as an Additional Non- Executive (Non Independent) Director of the Company. Furthermore, due to resignation of Shri Trilok Sharma from the post of Chairmanship and Directorship of the Company from the close of business hours on March 24, 2021, the Board had decided to re-designate Shri Rama Shankar Gupta, who was earlier appointed as Managing Director, as Chairman and Managing Director (CMD) of the Company with effect from March 25, 2021.

As on March 31, 2021, the Board comprises of six Directors namely Shri Rama Shankar Gupta (DIN: 07843716), Chairman and Managing Director (Executive), Shri Sanjay Kaloya (DIN: 07970640), Additional Director (Non-Executive), Mr. Niket Agarwal (DIN: 07233888), Director (Non-Executive), Shri Asit Baran Dasgupta (DIN: 02476594), Non-Executive Independent Director, Smt. Sonam Agarwal (DIN: 08054202), Non-Executive Independent Woman Director and Smt. Shilpi Modi (DIN: 02706881), Non-Executive Independent Woman Director of the Company.

In accordance with the provisions of Section 152 of the Act, the Rules prescribed thereunder and your Company's Articles of Association, Shri Niket Agarwal (DIN: 07233888) retires by rotation at the ensuing Annual General Meeting being eligible, offers himself for re-appointment. The Board of Directors recommends the re-appointment of Shri Niket Agarwal (DIN: 07233888) at the ensuing 42nd Annual General Meeting.

KEY MANAGERIAL PERSONNEL (KMPs):

Shri Rama Shankar Gupta (DIN: 07843716) Chairman and Managing Director, Shri Ajay Kumar Bhuwania, Chief Financial Officer and Shri Bharat Agarwal, Company Secretary are the Whole-time Key Managerial Personnel (KMPs) of the Company as on Financial Year ending March 31, 2021.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

Pursuant to provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy. The Company's Remuneration Policy is available on the web link https://www.incredibleindustries.co.in/download/21592457707.pdf .

The Remuneration Policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, guidelines for remuneration to Executive Directors and Non-Executive Directors, fixed and variable components in the remuneration package, criteria for identification of the Board Members and appointment of senior management. The criteria for identification of the Board Members including that for determining qualification, positive attributes, independence etc. are summarily given hereunder:

The Board member shall possess appropriate skills, qualification, characteristics and experience. The objective is to have a Board with diverse background and experience in business, government, academics, technology, human resources, social responsibilities, finance, law etc. and in such other areas as may be considered relevant or desirable to conduct the Company's business in appropriate manner.

Independent Director shall be person of integrity and expertise and experience and/or someone who the

Committee/Board believes could contribute to the growth/philosophy/strategy of the Company.

In evaluating the suitability of individual Board Members, the Committee takes into account many factors, including general understanding of the Company's business dynamics, global business, social perspective, educational and professional background and personal achievement.

Director should possess high level of personal and professional ethics, integrity and values. He / She should be able to balance the legitimate interest and concern of all the Company's stakeholder in arriving at decisions, rather than advancing the interest of a particular constituency.

Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities effectively. He/She must have the aptitude to critically evaluate management's working as a part of a team in an environment of collegiality and trust.

The Committee evaluates each individual with the objective of having a group that best enables the success of the

Company's business and achieves its objectives.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

During the year, your company has duly complied with the provision of Section 186 of the Companies Act, 2013. The particulars of loans given, investments made, guarantees given under the provisions of Section 186 read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 are provided in the notes to the Financial Statements.

DETAILS RELATING TO MATERIAL VARIATIONS:

Disclosures regarding material variations as specified in Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not required to be furnished as no such events took place during the year.

RISK MANAGEMENT:

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has a well-defined process to ensure risks are identified and steps to treat them are put in place at the right level in the management.

In terms of the requirements of the Companies Act, 2013 and Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has developed and implemented the Risk Management Policy. The Company has taken adequate measures to mitigate various risk encountered. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms a part of this report.

HUMAN RESOURCE:

Company's industrial relations continued to be harmonious during the period under review. The human resource philosophy and strategy of your Company have been designed to attract and retain the best talent, creating a workplace environment that keeps employees engaged, motivated and encourages innovation. Your Company has qualified and talented human resources at all levels of operation. It has put concerted efforts for continuous learning and training to ensure that strong and credible leadership is developed.

SAFETY, HEALTH AND ENVIRONMENT:

The manufacture of steel involves steps that are potentially hazardous if not executed with due care. The Company maintains the highest safety standards within its operating units and is an ISO certified (ISO 9001:2015, 14001:2015 & 45001:2018) organization. Further, there is a team of professionals who conducts regular training programs to implement the concept of maintain safe operations among the employees and to educate the team on safety norms and procedures to be followed in an unfortunate situation. A process was put in place to manage risks related to COVID-19 by day to day health monitoring of all employees and sanitizing the workplace. Social distancing measures is also strictly adhered in terms guidelines issued by the Government.

Our mission is to protect and enhance the well-being of our employees, visitors and partners. Safe working is non-negotiable.

CORPORATE SOCIAL RESPONSIBILITY:

In lines with the provisions of Section 135 of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) Policy for the development and benefit of the weaker section of the society and the same is approved by the CSR Committee and the Board of Directors of the Company. The CSR Policy of the Company provides a road map for its CSR activities. The purpose of CSR Policy is to devise an appropriate strategy and focus on its CSR initiatives and lay down the broad principles on the basis of which the Company will fulfill its CSR objectives. As per the said policy, the Company follows the strategy of discharging its CSR responsibilities related to social service through various trusts/societies in addition to its own initiatives and donations made to other non-government organizations. The CSR Policy has been uploaded on the Company's website at www.incredibleindustries.co.in and may be accessed at the link https://www.incredibleindustries.co.in/download/21627896036.pdf. Pursuant to the requirements under Section 135 of the Companies Act, 2013 and Rules made thereunder, a report on CSR activities and initiatives taken during the year in the prescribed format is given in Annexure-B, which is annexed hereto and forms part of the Board's Report.

The Company has been playing a pro-active role in the socio economic growth and has contributed to all spheres ranging from health, education, hygiene and empowerment of women, environment conservation etc. The Company becomes the part of some of the social programs in India, touching the lives of hundreds of people positively by supporting such programs. During the Year 2020-21, Company CSR activities are deployed through NGO's namely M/s. Friends of Tribal Society to promote education among children belonging to weaker section of the society. The Company had also donated to ‘PM CARES Fund' keeping in mind the emergency requirement of the Country due to threat of COVID-19.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the prescribed particulars of remuneration of employees pursuant to Section 134(3)(q) and Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, are given in Annexure - C to the Board's Report and forms part of this report.

RISK AND CONCERN:

Risk management is the continuing process to identify, analysis, evaluate and treat loss exposures to monitor risk control and financial resources to mitigate the adverse effects of loss. In today's complex business environment, effective risk management is critical to success of any business. The Company has a risk management team, which periodically evaluating the risks associated with the business and taking necessary initiatives to minimize its impact. This also helps the Company in taking business decisions with balanced risks and rewards comparison. The risk management framework ensures compliance with the requirements of relevant Regulations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATIONS PROGRAMME FOR IDs':

In terms of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a system of conducting the Familiarization Programme for Independent Director to familiarize them with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various initiatives. The said policy is uploaded on the Company's website at www.incredibleindustries.co.in and may be accessed at the link https://www.incredibleindustries.co.in/ download/21603957756.pdf During the FY 2020-21, the Company had conducted two familiarization programme for Independent Directors of the Company as under-a) Recent amendments in Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on August 25, 2020. b) Recent amendments on Corporate Social Responsibility and Remuneration of Directors under Companies Act, 2013 on March 24, 2021.

PREVENTION OF INSIDER TRADING:

In terms of Regulation 8(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time (the "Regulations"), the Board of Directors had framed the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" and in terms of Regulation 9(1) of SEBI (Prohibition of Insider Trading)

Regulations, 2015 as amended from time to time (the "Regulations"), a new "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Immediate Relatives of Designated Persons" is hereby framed. All Board of Directors and the designated employees have confirmed compliance with the applicable Code during the financial year.

Both code is available on the website www.incredibleindustries.co.in of the Company and may be accessed at the link https://www.incredibleindustries.co.in/download/21605938490.pdf and https://www.incredibleindustries.co.in/ download/21574427419.pdf

BOARD EVALUATION:

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to sub-section 3(p) of Section 134 of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. The criteria for evaluation of Directors inter alia includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, team work abilities, achievements, understanding and awareness, integrity, ethics, value and openness.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors held on February 8, 2021, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The matter was also discussed in the board meeting held on February 8, 2021 at which the performance of the Board, its committees and individual directors was discussed. The performance of Independent Directors has been evaluated based on the guidelines as provided under Schedule IV of the Companies Act, 2013. The evaluation of the Independent Directors was carried out by the entire Board except by the Director being evaluated. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATES COMPANIES:

The Company does not have any subsidiaries, joint ventures and associate companies. So, the required disclosure is not applicable to the Company.

DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

The Company had not received any significant and material orders passed by Regulators, Courts and Tribunals during the period under review.

INTERNAL CONTROL AND AUDIT:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The CEO and CFO certification provided in the Annual Report discusses the adequacy of the Company's Internal Control System and Audit.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

AUDITORS AND AUDITOR'S REPORT: STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules made thereunder, the term of office of M/s. Sudhir Kumar Jain & Associates, Chartered Accountants, having (Firm Registration No. 318016E) allotted by The Institute of Chartered Accountants of India (ICAI) will conclude from the conclusion of the ensuing Annual General Meeting (AGM) of the Company. The Board of Directors places on record its appreciation to the services rendered by M/s. Sudhir Kumar Jain & Associates, Chartered Accountants, Statutory Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. Further, the Statutory Auditors have not reported any incident of fraud u/s 143(12) of the Companies Act 2013, during the year under review.

COST AUDITORS

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, maintenance of cost records has been specified by the Central Government for your Company and such records are made and maintained by your Company as per the requirements of the Act. Further, your Company has appointed M/s. Dipak Lal & Associates, Cost Accountants (a Cost Audit Firm), as Cost Auditor of the Company for the Financial year 2021-22 to carry out audit of cost records of the Company, who was also the Cost Auditor for the Financial year 2020-21. The remuneration proposed to be paid to them in Financial Year 2021-22 requires ratification by the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting. The report issued by the cost auditor for the Financial Year 2020-21 is self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, the Board has appointed M/s. M R & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report for the financial year ended March 31, 2021 is annexed herewith marked as Annexure- D to this Report. The report is self-explanatory and do not call for any further comments.

The Board has also appointed M/s. M R & Associates, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2021-22.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

According to the provisions of Section 188 read with Section 2(76) of the Companies Act, 2013, all transactions entered with Related Parties during the financial year 2020-21 were on arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval (if any) of Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.incredibleindustries.co.in and may be accessed at the link https://www.incredibleindustries.co.in/ download/21558518217.pdf .

Your Directors draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

Moreover during the year under review the Company has entered into materially significant related party transactions and the relevant disclosure of information pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 has been shown in AOC-2, annexed herewith marked as Annexure- E to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, no amount had been transferred to Investor Education and Protection Fund (IEPF) as no amount was due and payable.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In accordance with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and in order to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work places, your Company has constituted an Internal Complaint Committee and adopted a policy on Prevention of Sexual Harassment at Workplace. The policy aims to provide the effective enforcement of basic human right of gender equality and guarantee against sexual harassment and abuse. Your Company hereby declare that it has complied with provisions relating to the constitution of Internal Complaints Committee of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, there was no complaint lodged with the Internal Complaint Committee, formed under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www. incredibleindustries.co.in/download/21627027660.pdf .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

Your Directors are pleased to report that your Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. Your Company believes that good governance is the basis for sustainable growth of the business and for enhancement of stakeholder's value.

Pursuant to Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled ‘Report on Corporate Governance' has been included in this Annual Report along with the certificate obtained from M/s. MR & Associates, Practicing Company Secretaries Firm certifying compliance with the conditions of corporate governance as stipulated under relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and annexed with the report on Corporate Governance.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards as issued and notified by Institute of Company Secretaries of India.

FORWARD LOOKING AND CAUTIONARY STATEMENTS:

Certain statement in this Report concerning to our growth prospects, particularly those which relate to Management Discussion & Analysis Report, describing the Company's objectives, projections, estimates, expectations or predictions may be ‘forward looking statements' within the meaning of applicable laws and regulations. Actual results could however differ materially from those expressed or implied. The risk and uncertainties relating to these statements include, but are not limited to, important factors that could make a difference to the Company's operations such as global and domestic demand-supply conditions, finished goods prices, raw materials and fuels cost and availability, transportation costs, changes in Government regulations and tax structure, economic developments within India and other factors such as litigation and industrial relations. The Company does not undertake to update any forward looking statements that may be made from time to time by or on behalf of the Company.

APPRECIATION:

Your Directors place on record their sincere appreciation for significant contribution made by employees of the Company at each level, through their dedication, hard work and commitment. The Board places on record its appreciation for the continued co-operation and support extended to the Company by various Banks, Financial Institutions, Stock Exchanges, NSDL and CDSL, Vendors, Customers, Consultants, Central and State Government bodies, Dealers, and other Business Associates. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and, above all, the shareholders.

For and on behalf of the Board
Sd/- Sd/-
Rama Shankar Gupta Sanjay Kaloya
Chairman and Managing Director

Additional Director Sd/-

(DIN: 07843716) (DIN: 07970640)

Registered o_ce

14 Netaji Subhas Road

2nd Floor, Kolkata – 700 001

Date: 28.06.2021