DIRECTORS' REPORT TO THE MEMBERS Your Directors have pleasure in presenting to you the 87th Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March 2016. PERFORMANCE FOR THE YEAR: The Company achieved a turnover of Rs. 159.81 Crores during the current year as against Rs. 164.84 Crores during the previous year. The Company focused on improving margins. As a result, the PAT for the current year was Rs. 10.42 crores as compared to Rs. 6.93 crores in the previous year, an improvement of 50%, despite decline in the revenue for the year. The Company's performance has been discussed in detail in the "Management Discussion and Analysis which forms a part of this report. DIVIDEND: The Directors have recommended payment of Dividend of Rs.2/-per share. The dividend, if approved by the members will be paid to all the eligible members. TRANSFER TO RESERVES: The Company has not transferred any amount to General Reserves from the current year's profit. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: Your Company has taken adequate steps to adhere to all the stipulations laid down in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the Company M/s. Bansi S. Mehta & Co., Chartered Accountants confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as a part of this report. DIRECTORS: Re - Appointment of Director retiring by Rotation: Mr. Vishal Pandit, retires by rotation and being eligible offers himself for re-appointment. The Board recommends his appointment. Confirmation of Appointment: Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Mr. Mandar Joshi was appointed as Additional Director of the Company. He shall hold office up to the date of the 87th Annual General Meeting (AGM) of the Company. His appointment is required to be confirmed by the Members at the AGM. The Board recommends his appointment. Appointment of Whole time Director & Chief Executive Officer: The Board of Directors at their meeting held on May 27th, 2016 have appointed Mr. Mandar Joshi as a Whole Time Director & Chief Executive Officer (CEO) of the Company for a period of 3 years from August 1, 2016 to July 31, 2019. A Special Resolution has been proposed to be passed by the members at the forth coming Annual General Meeting. The Board recommends the appointment of Mr. Mandar Joshi. Cessation of Directors: Mr. S .B. Jijina passed away on 29th April, 2015. Mr. T. K. Gowrishankar, retired at conclusion of the eighty sixth AGM held on 10th August, 2015. Mr. Deendayal Vyas, Whole Time Director and Chief Advisor of the Company has resigned from the Directorship of the Company w.e.f. 31st July, 2016. Your Directors places on record the valuable contribution made by these Directors to the Company's business and governance. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: a) In the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures; 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 a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period; c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) They have prepared the annual accounts on a going concern basis; e) They have laid down internal financial controls in the company that are adequate and are operating effectively. f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. INTERNAL FINANCIAL CONTROLS: 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 weakness in the design or operation were observed. NUMBER OF MEETINGS OF THE BOARD: The Board met five times during the financial year 2015-16, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and Listing Agreement/ SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. BOARD EVALUATION: The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"). 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 Board 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, 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 same was discussed in the Board meeting held subsequently to the meeting of the independent directors, at which the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS: The Company's policy on directors' appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report. AUDIT COMMITTEE: The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. AUDIT OBSERVATIONS: Auditor's observations are suitably explained in the notes to the Accounts and are self-explanatory. AUDITORS: i) Statutory Auditors : The appointment of the auditors, M/s. Bansi S. Mehta & Co., Chartered Accountants, is proposed to be ratified by the members at the forthcoming Annual General Meeting of the Company. Your Directors recommend the ratification of the appointment of Auditors at the forthcoming AGM. ii) Cost Auditors : M/s. Hemant Shah & Associates, Cost Accountants, were appointed by the Board of Directors as the Cost Auditor for auditing the Cost Accounts of your Company for the year ended 31st March, 2017. The remuneration as fixed by the Board of Directors is required to be ratified by members at the forthcoming AGM of the Company. The Cost Audit Report for the year 2014 - 15 has been filed under XBRL mode within the due date of filing. Your Directors recommend the ratification of the Cost Auditor's remuneration at the forthcoming Annual General Meeting. iii) Secretarial Auditors : According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by a Company Secretary in Practice is given in the Annexure-A to this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report. CORPORATE SOCIAL RESPONSIBILITY (CSR): In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of two Non-Executive and Independent Directors and one Executive Director. The Company's CSR Policy emphasizes its focus on inclusive growth, social and economic development, complement and support the development priorities of local communities. Prioritizing local needs in the area of health, environment, education and livelihood. Detailed policy is available on our website www.ivpindia.com During the year, Rs. 14.02 Lakhs was incurred on account of expenditure towards CSR. The report on CSR activities is given in the Annexure-C to this report. VIGIL MECHANISM: Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been hosted on the website of the Company at www.ivpindia.com RELATED PARTY TRANSACTIONS: Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee and the Board of Directors for its consideration. The particulars of contracts entered during the year as per Form AOC-2 is given in the Annexure-D to this report. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Regulations. The Policy on Related Party transactions has been hosted on website of the Company at www.ivpindia.com EXTRACT OF ANNUAL RETURN: The extract of the Annual Return in Form MGT-9 is given in the Annexure - E to this report. REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES: The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is given in the Annexure - F to this report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The information on Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 is not applicable as no such Loans, Guarantees have been given or Investments made by the Company. FIXED DEPOSITS: The Company has not accepted any deposits to which the provisions of section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014 apply. RISK MANAGEMENT: The Company has Risk Management Policy to mitigate the risks. The Company manages and monitors the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Internal Auditor of the Company prepares quarterly risk analysis reports which are reviewed and discussed at the Audit Committee and the Board Meetings. INSURANCE: All assets of the Company are adequately insured. EMPLOYEES RELATIONS: Employees relations continued to be cordial and satisfactory during the year. SEXUAL HARRASMENT AT WORK PLACE: The Company has in place a Sexual Harrasment Committee. The Committee is headed by an Independent person having social background. During the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENTS: Your Directors place on record their appreciation of the continuous support received from Banks, Central / State Government Departments. The Directors would also like to record their appreciation for the dedication shown by the employees of the Company at all levels. By Order of the Board of Directors RAJESH H. ASHER Chairman Registered Office: Shashikant N. Redij Marg, Ghorupdeo, Mumbai-400 033. CIN : L74999MH1929PLC001503 Tel : 022-6456 2352/55 Fax : 022-2371 9633 Email : ivpsecretarial@allana.com Website : www.ivpindia.com Dated: 27th May, 2016. |