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EQUITY - MARKET SCREENER

Indag Rubber Ltd
Industry :  Miscellaneous
BSE Code
ISIN Demat
Book Value()
509162
INE802D01023
83.7697524
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
19.6
392.04
EPS(TTM)
Face Value()
Div & Yield %
7.62
2
1.61
 

As on: Apr 14, 2024 02:25 PM

To

The Members,

The Board of Directors are pleased to present the Annual Report of the Company together with the audited Financial Statements for the year ended March 31,2023.

FINANCIAL RESULTS AND STATE OF THE COMPANY'S AFFAIRS

Particulars

STANDALONE

CONSOLIDATED

2022-23 2021-222 2022-23 2021-222
(Rs. In Lakh) (Rs. in lakh) (Rs. in lakh) (Rs. in lakh)

Sales and other Income

25,224.32 17,333.50 17,340.56

Profit before Finance Cost & Depreciation

2,202.65 721.55 689.87

Finance Cost

32.89 16.83 16.83

Profit before Depreciation

2,169.76 704.72 673.04

Depreciation

445.71 418.27 418.27

Exceptional Items

- - -

Profit after exceptional and before tax (including discontinued operations)

1,724.05 286.45 Not

Applicable

254.77

Profit after tax (before minority)

1,323.66 259.18 205.20

Profit after tax (after minority)

1,323.66 259.18 207.22

Transfer to General Reserve

- - -

Interim Dividend

236.25 236.25 -

Final Dividend

393.75 393.75 -

PERFORMANCE REVIEW

During the year under review your Company had net revenue of Rs. 252.24 crores as against Rs.173.33 crores in the previous year. The Profit before finance cost and depreciation amounted to Rs. 22.03 crores as against Rs. 7.22 crores in the previous year.

The financial results and the results of operations, including major developments have been further discussed in various sections of this report.

During the year, the Company witnessed increase in sales due to correction in market post COVID recovery. This trend is expected to continue in this fiscal year as well.

INTERNAL FINANCIAL CONTROLS

The Company has policies and procedures in place for ensuring orderly and efficient conduct of its business including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The details of internal control system are given in the Management Discussion and Analysis Report (MDAR).

DIVIDEND

During the year, the Board of Directors had declared Interim Dividend of Rs. 0.90/- per equity share of face value of Rs. 2/- each (45%) on November 07, 2022 which has been paid on November 25, 2022.

The Board of Directors are pleased to recommend a Final Dividend of Rs. 1.50/- per Equity Share of face value of Rs. 2/- each (75%) for the Financial Year 2022-2023, thus making a total Dividend of Rs. 2.40/- per Equity Share of Rs. 2/- each (120%).

Subject to the approval of the Shareholders at the ensuing Annual General Meeting, the Final Dividend will be paid to those Members whose name appears on the Register of Members of the Company as on close of business hours of August 3, 2023 if shares are held in physical form; in respect of shares held in dematerialized form it will be paid to those members whose names are furnished by NSDL and CDSL, as beneficial owners as on July 27, 2023.

INVESTOR EDUCATION AND PROTECTION FUND

Final Dividend which was declared by the company for the year ended March 31,2016 at the Annual General Meeting held on May 27, 2016 and remained unclaimed will be transferred to the Investor Education and Protection Fund Authority (IEPF) of the Central Government within 30 days from July 02, 2023 pursuant to the provisions of Companies Act, 2013. Thereafter, no claim shall lie on final dividend for the year ended March, 2016 from the shareholders. Notice for unpaid dividend is attached with this annual report.

Details of unclaimed dividend and equity shares in respect of which dividend remained unpaid for a period of 7 consecutive years were transferred to Investor Education and Protection Fund Authority during the year are as under-

Year

Type Amount transferred to IEPF (in Rs.) Date on which dividend

transferred to IEPF

Number of shares transferred to IEPF Date on which shares transferred to IEPF

2014-15

Final 5,80,012.50 27.09.2022 7,750 29.09.2022

2015-16

Interim 3,76,488.00 15.12.2022 5,995 20.12.2022

Details of resultant benefit during the year i.e. Dividend arising out of the shares already transferred to IEPF are as under-

Year

Total number of Shares lying in IEPF on the date of declaration of Dividend Dividend directly transferred to IEPF (in Rs.)

2021-22 (Final)

2,70,486 2,36,890.40

2022-23 (Interim)

2,77,236 2,42,965.40

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserve for the financial year ended March 31,2023.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the company, between the end of the financial year of the company and the date of this report.

There is no order passed by any regulator or court or tribunal against the company, impacting the going concern concept or future operations of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Shiv Vikram Khemka (DIN - 01214671), who retires by rotation at this meeting and being eligible has offered himself for re-appointment. The Board recommends the re-appointment of Mr. Shiv Vikram Khemka as Director liable to retire by rotation. The information in terms of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in this notice convening the Annual General Meeting.

Mr. Harjiv Singh (DIN: 00507695), will complete his second term on May 23, 2023 and will cease to be the Independent Director of the Company.

The Board places on record deep appreciation for guidance and support provided by Mr. Harjiv Singh during his tenure with the Company.

Board has, on the recommendation of Nomination and Remuneration Committee, appointed Mr. Sushil Kumar Dalmia (DIN: 00061625) as Additional and Independent Director of the Company w.e.f. May 24, 2023. Appointment of Mr. Sushil Kumar Dalmia shall be subject to approval of Shareholders in the ensuing Annual General Meeting of the Company.

INDEPENDENT DIRECTORS' DECLARATION

Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013. The Board confirms that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 making them eligible to act as Independent Directors.

BOARD MEETINGS

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and sitting fee/ commission/ remuneration paid to them is given separately in the attached Corporate Governance Report.

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board, its committees and of individual directors was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

The performance evaluation of Independent Directors was done by the entire Board of Directors on January 25, 2023 and in the evaluation, the directors who were subject to evaluation did not participate. The Board opined that the Independent Directors meet the criteria of persons with integrity and possess relevant expertise / experience, including proficiency (where required) and fulfilling the conditions specified in the Act for appointment as Independent Directors and are independent of the Management.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy applies to Directors and senior management personnel. The policy is approved by the Nomination and Remuneration Committee and the Board.

During the year, the Policy was amended to change the constitution, roles & responsibilities and criteria of payment of commission to Non-Executive Directors, in line with provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The policy is available on the company's website and web link for the same is https://indagrubber.com/uploads/ document/NRC_policy.pdf. The policy is designed to attract, motivate and retain manpower by creating congenial work environment and inculcating a sense of belonging, besides offering appropriate remuneration package and superannuation benefits. The appointment and remuneration of Executive Directors is based on merit and seniority of person. Non- Executive Directors are paid sitting fee and commission in accordance with the Companies Act, 2013.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

Stakeholders' Relationship Committee comprised of Mr. Harjiv Singh as Chairman and Mr. Nand Lal Khemka & Mr. Vijay Shrinivas as members.

Mr. Harjiv Singh will cease to be the Chairman of the Stakeholder's Relationship Committee w.e.f May 23, 2023 and in his place Mr. Raj Agarwal would be appointed as the Chairman w.e.f May 24, 2023. The other members of the Committee comprise of Mr. Nand Lal Khemka and Mr. Vijay Shrinivas.

The details of terms of reference of the Committee, member, dates of meetings held and attendance of the Directors are given separately in the Corporate Governance Report.

AUDIT COMMITTEE

Audit Committee comprised of Mr. Raj Kumar Agrawal as Chairman and Mr. Nand Lal Khemka, Mr. Harjiv Singh and Mr. P. R. Khanna as members. During the year, Mr. P R Khanna vacated the office of Chairman of the Audit Committee, while continued as a Member w.e.f. 10 August, 2022. Mr. Raj Agarwal was appointed as the Chairman of the Committee w.e.f August 10, 2022. Mr. Harjiv Singh will cease to be the Member of the Audit Committee w.e.f 23 May, 2023. Mr. Sushil Dalmia has been inducted as a Member of the Committee w.e.f May 24, 2023. Mr. Nand Lal Khemka continues to be the Member of the Audit Committee.

The details of terms of reference of the Audit Committee, member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

VIGIL MECHANISM

Company has a vigil mechanism for directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the company's Code of Conduct. The mechanism provides for adequate safeguards against victimization of directors and employees who avail of the mechanism. In exceptional cases, directors and employees have direct access to the Chairman of the Audit Committee. Vigil Mechanism (Whistle Blower Policy) is available on the company's website www.indagrubber.com.

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

The company has a policy on prohibition, prevention and redressal of sexual harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013".

The company has complied with the provision relating to constitution of Internal Complaints Redressal Committee under the Act. The Internal Committee composed of internal members and an external member who has extensive experience in the field.

During the financial year 2022-2023, the details of the complaints were as under-

1.

Number of complaints filed during the financial year

Nil

2.

Number of complaints disposed of during the financial year

Not Applicable

3.

Number of complaints pending as on end of the financial year

Nil

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required to be furnished under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Account) Rules, 2014 are set out in Annexure ‘I', which forms part of the report.

COMMITMENT TO QUALITY AND ENVIRONMENT

Indag recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001:2015 standards and ISO 14001:2015 standards.

Anti-pollution systems are fully installed and operational. Continuous efforts to preserve the environment are pursued.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility Committee comprised of Mr. Uday Harsh Khemka as the Chairman and Mr. Nand Lal Khemka, Mr. Prithvi Raj Khanna, Mr. Shiv Vikram Khemka and Mr. Vijay Shrinivas as the members.

During the year, we continued CSR activities towards improving the quality of life inter alia, of the community in and around Nalagarh through health programs, education and better agricultural and dairy farming practices. We also continued our support to five (5) Navi Disha Schools at Nabha engaged in imparting education to under privileged students. Details about CSR policy and initiatives taken by the Company during the year are available on company's website www.indagrubber.com

The web-link of the same is https://indagrubber.com/uploads/document/CSR_Policy1.pdf Report on CSR activities is given in Annexure ‘II' forming part of this report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure ‘III'.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

SUN-AMP Solar India Private Limited, a subsidiary of the Company, is under the process of voluntary winding up. The company has framed a Policy for determining Material Subsidiary.

RELATED PARTY TRANSACTIONS

All related party transactions entered by the company during the financial year were in the ordinary course of business and at arm's length basis and were entered with the omnibus/prior approval of the Audit Committee, which were periodically placed before the Board for review. The details of the transactions with related party are provided in the company's financial statements in accordance with the applicable provisions / Accounting Standards.

Disclosure required under Schedule V of SEBI LODR Regulations 2015 read with Regulation 34(3) is given as under:

Sr.

no.

Disclosures of amounts at the year end and the maximum amount of loans/ advances/ Investments outstanding during the year.

Details

i

• Loans and advances in the nature of loans to subsidiaries by name and amount.

NIL

• Loans and advances in the nature of loans to associates by name and amount.

NIL

• Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount.

NIL

2

Investments by the loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan.

NIL

The company has a policy on materiality of and dealing with Related Party Transactions, as approved by the Board, which is available at its website www.indagrubber.com.

AUDITORS

Khanna & Annadhanam, Chartered Accountants, the Statutory Auditors of the Company were re-appointed in the 43rd Annual General Meeting held on July 28, 2022 for a period of 5 (five) consecutive years to hold the office until the conclusion of 48th Annual General Meeting of the Company.

There are no qualifications, reservation, or remarks made by the Auditors in their Report.

SECRETARIAL AUDIT

Secretarial Audit was conducted during the year by the Secretarial Auditor RMG & Associates, Practicing Company Secretaries. The Secretarial Auditors Report is attached as Annexure ‘IV'. There are no qualifications or observations or remarks made by the Secretarial Auditor in their report.

COST AUDITORS

Based on the recommendation of Audit Committee, the Board approved the appointment of Shome & Banerjee, Cost Accountants, as the Cost Auditors of the company for the financial year 2023-2024 at a remuneration of Rs. 1,50,000/- plus out of pocket expenses and taxes. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing General Meeting.

In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the cost accounts and records are being made and maintained by the company.

Cost Audit Report for the financial year ended on March 31,2022 was filed on August 18, 2022.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors have reported to the Audit Committee, or to the Board, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

LOANS, GUARANTEES OR INVESTMENTS

The company has made investments in securities of other body corporate(s) and given guarantees in the ordinary course of its business, the details of which are given in Note ‘7 & 13' to Financial Statements, which are within the limits prescribed under Section 186 of the Companies Act, 2013.

DEPOSIT

Your company has not accepted any deposit and, accordingly no amount was outstanding as at the Balance Sheet date.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure ‘V' to this Report.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report.

ANNUAL RETURN

The particulars required to be furnished under Section 92(3) read with Section 134(3) of the Companies Act, 2013 and with Companies (Management and Administration) Rules, 2014 as prescribed will be available at company's website link at https://indagrubber.com/investorrelation/detail/1/1

LISTING

The equity shares of your Company are listed on the BSE Limited.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, members are requested to avail the facility of dematerialization of shares with either of the depositories as aforesaid. As on March 31,2023, 99.2% of the share capital stands dematerialized.

CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report.

CODE OF CONDUCT

Directors, Key Managerial Personnel and Senior Management of the company have confirmed compliance with the Code of Conduct applicable to the directors and employees of the company and the declaration in this regard made by the CEO & Whole Time Director forms a part of this report of the directors. Code of Conduct is available on the company's website www.indagrubber.com.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

The certificate from RMG & Associates, Practicing Company Secretaries confirming compliance with the requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual report.

COMPLIANCE WITH SECRETARIAL STANDARD

Secretarial Standard 1: Meetings of the Board of Directors and Secretarial Standard 2: General Meetings, as applicable have been complied with by the company.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT-

Particulars

Number of shareholders Number of shares

A. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year

62 19,000

B. Number of shareholders who approached listed entity for transfer of shares from suspense account during the year

2 500

C. Number of shareholders to whom shares were transferred from suspense account during the year

2 500

D. Number of shareholders who have not claimed dividend for last 7 years, and whose shares have been transferred to IEPF account of MCA from Demat Suspense Account

17 4,500

E. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year.

The voting rights on these shares shall remain frozen till the rightful owner of such shares claim the shares

43 14,000

ANNEXURES FORMING A PART OF BOARD'S REPORT

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report:

Annexure

Particulars

I

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

II

Report on Corporate Social Responsibility

III

Particulars of Employees under Section 134(3)(q) and Section 197(12) of the Companies Act, 2013

IV

Secretarial Audit Report

V

Management Discussion and Analysis Report

CAUTIONARY STATEMENT

Statements in this report, describing the Company's objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations.

Actual results may differ materially from those stated in the statement. Important factors that could influence the Company's operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors wish to inform members that the Audited Accounts containing Financial Statements for the Financial Year 2022-23 are in conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operation.

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors further confirm as under:

i) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial period and of profit or loss of the Company for that period;

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

iv) That the Directors have prepared the annual accounts on a "going concern basis".

v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) That the Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

The Company's Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company's approved policies and procedures have been followed.

APPRECIATIONS

Your Directors wish to place on record their appreciation for the continuous support received from the members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company's employees at all levels.

For and on behalf of the Board of Directors
Indag Rubber Limited
Nand Lal Khemka

Place : New York

Chairman & Managing Director

Date : May 5, 2023

DIN: 00211084