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Indag Rubber Ltd.

BSE: 509162 Sector: Others
NSE: N.A. ISIN Code: INE802D01023
BSE 00:00 | 24 Apr Indag Rubber Ltd
NSE 05:30 | 01 Jan Indag Rubber Ltd
OPEN 53.00
PREVIOUS CLOSE 53.50
VOLUME 5910
52-Week high 119.95
52-Week low 45.90
P/E 10.94
Mkt Cap.(Rs cr) 146
Buy Price 52.70
Buy Qty 289.00
Sell Price 58.85
Sell Qty 115.00
OPEN 53.00
CLOSE 53.50
VOLUME 5910
52-Week high 119.95
52-Week low 45.90
P/E 10.94
Mkt Cap.(Rs cr) 146
Buy Price 52.70
Buy Qty 289.00
Sell Price 58.85
Sell Qty 115.00

Indag Rubber Ltd. (INDAGRUBBER) - Director Report


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Company director report

To

The Members

The Board of Directors are pleased to present the Annual Report of the Company togetherwith the audited standalone and consolidated Financial Statements for the year ended March31 2019.

FINANCIAL RESULTS AND STATE OF THE COMPANY'S AFFAIRS

Standalone Consolidated
Particulars 2018-19 2017-18 2018-19 2017-18
(Rs. in lakh) (Rs. in lakh) (Rs. in lakh) (Rs. in lakh)
Sales and other Income (net of excise duty) 17377.32 17103.19 17822.62 17524.89
Profit before Finance Cost & Depreciation 1697.95 2489.47 1968.96 2747.65
Finance Cost 25.67 20.52 166.15 197.73
Profit before Depreciation 1672.28 2468.95 1802.81 2549.92
Depreciation 314.03 305.70 388.63 380.30
Profit before tax 1358.25 2163.25 1414.18 2169.62
Profit after tax (before minority) 1057.38 1575.96 1100.67 1580.39
Profit after tax (after minority) 1057.38 1575.96 1074.56 1576.69
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.173.77 crores asagainst Rs.171.03 crores in the previous year. The Profit before finance cost anddepreciation amounted to Rs.16.97 crores as against Rs. 24.89 crores in the previous year.

Profit before tax during the year worked out to Rs. 13.58 crores as compared to Rs.21.63 crores in the previous year.The financial results and the results of operationsincluding major developments have been further discussed in various sections of thisreport.

INTERNAL FINANCIAL CONTROLS

The Company has policies and procedures in place for ensuring orderly and efficientconduct of its business including adherence to the Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation. The details of internal control system are given in the Management Discussionand Analysis Report.

DIVIDEND

During the year the Board of Directors had declared an Interim Dividend of Rs. 0.90/-per equity share of face value of Rs. 2/- each (45%) on November 13 2018 which has beenpaid to the members on December 10 2018.

The Directors are pleased to recommend a final dividend of Rs.1.50/- per equity shareof face value of Rs. 2/- each (75%) for the financial year 2018-19 thus making a totaldividend of Rs. 2.40/- per equity share of Rs. 2/- each (120%).

Subject to the approval of shareholders at the ensuing Annual General Meeting thefinal dividend will be paid to those Members whose name appears on the Register of Membersof the company as on close of business hours on July 23 2019 if shares are held inphysical form; in respect of shares held in dematerialized form it will be paid to thosemembers whose names are furnished by NSDL and CDSL as beneficial owners as on July 162019.

INVESTOR EDUCATION AND PROTECTION FUND

Dividend which was declared by the company for the year ended March 31 2012 at theAnnual General Meeting held on July 14 2012 and remained unclaimed will be transferred tothe Investor Education and Protection Fund (IEPF) of the Central Government within 30 daysfrom August 20 2019 pursuant to the provisions of Companies Act 2013. Thereafter noclaim shall lie on dividend for the year ended March 2012 from the shareholders. Noticefor unpaid dividend is attached with this annual report.

Details of unclaimed dividend and equity shares in respect of which dividend remainedunpaid for a period of 7 consecutive years were transferred to Investor Education andProtection Fund as under-

Year Type Amount transferred to IEPF Date on which dividend transferred to IEPF Number of shares transferred to IEPF Date on which shares transferred to IEPF
(in Rs.)
2010-11 Final 186070.00 10.10.2018 2500 01.10.2018
2011-12 Interim 116510.00 30.11.2018 1000 28.11.2018

Details of resultant benefit i.e. Dividend arising out of the shares alreadytransferred to IEPF are as under-

Year Shares already transferred to IEPF Dividend directly transferred to IEPF (in Rs.)
2017-18 (Final) 206188 309282.00
2018-19 (Interim) 209438 188494.20

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserve for the financial year endedMarch 31 2019.

MATERIAL CHANGES AFFECTING FINANCIAL POSITIONS OF THE COMPANY

No material changes have occurred and commitments made affecting the financialposition of the company between the end of the financial year of the company and the dateof this report.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Harjiv Singh was appointed as an Independent Director of the company for the secondconsecutive term of five (5) years from May 24 2018 till May 23 2023 with the approvalof the Members in the Annual General Meeting held on August 14 2018.

Pursuant to amended SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 consent of the members by way of special resolution through postal ballot / remotee-voting is being sought for reappointing Mr. P.R. Khanna and Ms.Bindu Saxena for a secondconsecutive term of five (5) years and Mr. R. Parameswar for second consecutive term oftwo (2) years respectively with effect from April 1 2019. Mr. P.R. Khanna andMr.R.Parameswar have attained the age of 75 years and are physically fit to continue asIndependent Directors. The e-voting period has commenced on March 28 2019 and ends onApril 26 2019.

Mr. K.K. Kapur will complete his term as Whole-time Director on May 31 2019. Asrecommended by the Nomination and Remuneration Committee the Board has re-appointed Mr.K.K. Kapur as Whole-time Director (Key Managerial Personnel designated as Chief ExecutiveOfficer) for a further period of two (2) years with effect from June 1 2019 subject tothe approval of the members by way of special resolution as Mr. Kapur has attained theage of 70 years. Mr. K.K. Kapur retires by rotation and being eligible offers himselffor re-appointment. The Board recommends the re-appointment of Mr. K.K. Kapur asWhole-time Director liable to retire by rotation.

The information on the particulars of directors eligible for appointment in terms ofRegulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015has been provided in the notes to the notice convening the Annual General Meeting.

Mr. J.K. Jain will complete his term as Chief Financial Officer (Key ManagerialPersonnel) on June 30 2019. Based on the recommendation of Nomination and RemunerationCommittee and Audit Committee the Board appointed Mr. J.K. Jain as Chief FinancialOfficer for a further period of two (2) years with effect from July 1 2019.

INDEPENDENT DIRECTORS' DECLARATION

Independent Directors have confirmed and declared that they are not disqualified to actas an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013. The Board confirms that the Independent Directors fulfill all theconditions specified in the Companies Act 2013 making them eligible to act as IndependentDirectors.

BOARD MEETINGS

The details of number and dates of meetings held by the Board and its Committeesattendance of Directors and sitting fee/ commission/ remuneration paid to them is givenseparately 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 (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review. More details on the same are givenin the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

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

The policy is available on the company's website and web link for the same ishttp://indagrubber.in/wp-content/uploads/ NRC-policy.pdf. The policy is designed toattract motivate and retain manpower by creating congenial work environment andinculcating a sense of belonging besides offering appropriate remuneration package andsuperannuation benefits. The appointment and remuneration of Executive Directors is basedon merit and seniority of person. Non-Executive Directors are paid sitting fee andcommission in accordance with the Companies Act 2013.

STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholder Relationship Committee comprises of Mr. R. Parameswar as Chairman and Mr.Nand Khemka and Mr. K.K. Kapur as members. The details of terms of reference of theCommittee member dates of meetings held and attendance of the Directors are givenseparately in the Corporate Governance Report.

AUDIT COMMITTEE

Audit Committee comprises of Mr. R. Parameswar as Chairman and Mr. Nand Khemka and Mr.P.R. Khanna as members. The details of terms of reference of the Audit Committee memberdates of meeting held and attendance of the Directors are given separately in theCorporate Governance Report.

VIGIL MECHANISM

Company has a vigil mechanism for directors and employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the company's Code ofConduct. The mechanism provides for adequate safeguards against victimization of directorsand employees who avail of the mechanism. In exceptional cases directors and employeeshave direct access to the Chairman of the Audit Committee.

Vigil Mechanism (Whistle Blower Policy) is available on the company's website.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

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

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

During the financial year 2018-2019 the details of the complaint(s) 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 Act2013 read with Companies (Accounts) 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 hasimplemented ISO 9001:2015 standards and ISO 14001:2015 standards.

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

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility Committee comprises of Mr. Nand Khemka as the Chairmanand Mr. P.R. Khanna and Mr. K.K. Kapur as the members.

During the year we continued CSR activities towards improving the quality of lifeinteralia of the community in and around Nalagarh through health programs education andbetter 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 areavailable on company's website www.indagrubber.com.

The web-link of the same ishttp://indagrubber.in/indag/wp-content/uploads/2015/06/CSR_Policy.pdf.

Report on CSR activities is given in Annexure ‘II' forming part of thisreport.

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 andRemuneration of Managerial Personnel) Rules 2014 regarding employees is given in Annexure‘III'.

SUBSIDIARIES AND JOINT VENTURE

During the year under review your Company incorporated a Wholly Owned Subsidiary(WOS) Alberieth EV Services Private Limited(India) for entering into a new businesssegment of electric mobility infrastructure services. Thereafter the Company entered intoa Joint Venture Agreement with EPIC Mobility Technologies Pte Ltd. (Singapore) and SUNMobility Pte Ltd. (Singapore) for converting Alberieth EV Services (P) Ltd (WOS) into aJoint Venture Company (JVCO) which was renamed as SUN Mobility EV Infra Private Limited(India) for leveraging capabilities and synergies of each other for electric mobilityinfrastructure services.

A statement containing salient features of the financial statements of the Company'ssubsidiary step down subsidiary and joint venture is attached to the financial statementsof the Company in Form AOC-1 as Annexure ‘IV'.

Copies of the financial statement of the subsidiary and joint venture companies will beavailable on the Company's website www.indagrubber.com. The company has framed a Policyfor determining Material Subsidiary.

AUDITORS

Khanna & Annadhanam Chartered Accountants Statutory Auditors of the Company wereappointed in the 38th Annual General Meeting held on June 19 2017 to hold office untilthe conclusion of 43rd Annual General Meeting.

There are no qualifications or reservation or remarks made by the Auditors in theirReport.

SECRETARIAL AUDIT

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

COST AUDITORS

Based on the recommendation of Audit Committee the Board approved the appointment ofShome & Banerjee Cost Accountants as the Cost Auditors of the company for thefinancial year 2019-2020 at a remuneration of Rs. 150000/-(One lakh Fifty Thousand) plusout of pocket expenses and taxes. The proposed remuneration of the Cost Auditors would beapproved 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 thecompany.

Cost Audit Report for the financial year ended on March 31 2018 was filed on September10 2018.

REPORTING OF FRAUDS BY AUDITORS

During the year under review none of the Auditors have reported to the AuditCommittee or to the Board under section 143(12) of the Companies Act 2013 anyinstances 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 givenguarantees in the ordinary course of its business the details of which are given in Notes‘5 & 11' to Financial Statements which are within the limits prescribed underSection 186 of the Companies Act 2013.

DEPOSIT

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexedherewith as Annexure 'VI' to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions entered by the company during the financial year were inthe ordinary course of business and at arm's length basis which were not material innature. All related party transactions were entered with the omnibus/ prior approval ofthe Audit Committee and periodically placed before the Board for review. The details ofthe transactions with related party are provided in the company's financial statements inaccordance with the Accounting Standards.

During the year under review members accorded approval through Postal Ballot/ RemoteE-voting for entering into a material related party transaction with Elcom Systems (P)Limited for sub-lease of MRO facility for a period of 9 years 6 months withlock-in-period of 9 years on a monthly lease rent of Rs. 36/- per sq.ft (basic rent ofRs. 20/- per sq.ft and rent premium upto Rs.16/- per sq.ft) which was at arm's length.

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

EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3) of the Companies Act2013 read with Companies (Management and Administration) Rules 2014 as prescribed in FormMGT-9 are given in Annexure-VII.

LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the depository system members are requested to avail thefacility of dematerialization of shares with either of the depositories as aforesaid. Ason March 31 2019 98.91% of the share capital stands dematerialized.

CORPORATE GOVERNANCE

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

CODE OF CONDUCT

Directors key managerial personnel and senior management of the company have confirmedcompliance with the Code of Conduct applicable to the directors and employees of thecompany and the declaration in this regard made by the CEO & Whole Time Director formsa part of this report of the directors. Code of Conduct is available on the company'swebsite www.indagrubber.com.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

The certificate from RMG & Associates Practicing Company Secretaries confirmingcompliance with the requirements of Corporate Governance as stipulated in Schedule V ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of theAnnual 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 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 179 70530
B. Number of shareholders who approached listed entity for transfer of shares from suspense account during the year 8 2000
C. Number of shareholders to whom shares were transferred from suspense account during the year 8 2000
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 Nil Nil
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 171 68530

ANNEXURES FORMING A PART OF BOARD'S REPORT

The Annexure referred to in this Report and other information which are required to bedisclosed 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 Form AOC-1
V Secretarial Audit Report
VI Management Discussion and Analysis Report
VII MGT-9

CAUTIONARY STATEMENT

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

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

The Company assumes no responsibility in respect of the forward-looking statementswhich may undergo changes in future on the basis of subsequent developments informationor events.

DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors wish to inform members that the Audited Accounts containing FinancialStatements for the Financial Year 2018-19 are in conformity with the requirements of theCompanies Act 2013. They believe that the Financial Statements reflect fairly the formand substance of transactions carried out during the year and reasonably present theCompany's financial condition and results of operation.

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

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

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

iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 concernbasis".

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

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

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

APPRECIATIONS

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

By Order of the Board of Directors

For Indag Rubber Limited

Nand Khemka

Chairman & Managing Director

DIN: 00211084

Place : New Delhi

Date : April 20 2019