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Igarashi Motors Ltd.

BSE: 517380 | NSE: IGARASHI |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE188B01013 | SECTOR: Electric Equipment

BSE Live

Jul 15, 14:59
266.10 -5.20 (-1.92%)
Volume
AVERAGE VOLUME
5-Day
7,533
10-Day
16,288
30-Day
23,288
8,070
  • Prev. Close

    271.30

  • Open Price

    273.05

  • Bid Price (Qty.)

    265.85 (2)

  • Offer Price (Qty.)

    266.10 (8)

NSE Live

Jul 15, 14:59
265.95 -4.95 (-1.83%)
Volume
AVERAGE VOLUME
5-Day
63,084
10-Day
123,607
30-Day
282,138
43,864
  • Prev. Close

    270.90

  • Open Price

    272.25

  • Bid Price (Qty.)

    265.95 (2)

  • Offer Price (Qty.)

    266.00 (163)

Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

The Shareholders, The Directors have pleasure in presenting their Twenty Third Annual Report of your Company, together with the Audited Accounts for the year ended 31st March 2015. FINANCIAL RESULTS Your Company''s performance during the year as compared with that during the previous year is summarized below: (Rs in Lakhs) Particulars 2014-15 2013-14 Manufacturing Sales 38,507.83 36,122.78 Add : Other Income 1,714.37 967.56 Total Income 40,222.20 37,090.35 Less : (i) Materials & Manufacturing Expenses 25,940.35 24,643.87 (ii) Value Addition Cost 5,237.25 5870.98 Profit before Depreciation, Amortization 9,044.60 6575.50 Less : (i) Depreciation & Amortization Expenses 1,879.82 1561.36 Add : Exceptional Income - 824.96 Profit Before Tax 7,164.77 5,839.11 OPERATIONS Your Company achieved a Revenue of Rs. 40,222.20 Lakhs, Operating profit before depreciation & amortization amounted to Rs. 9,044.60 Lakhs. Profit before Tax amounted to Rs. 7,164.77 Lakhs. DIVIDEND Your Directors are pleased to recommend a dividend of Rs. 4.44/- per Equity Share on Face value of Rs. 10/- each for the year ended March 31,2015. RESERVES The Reserves at the end of the year 31st March, 2015 is at Rs. 22,034.41 Lakhs as against the Total Reserves of Rs. 18,882.00 Lakhs as at March 31,2014. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES Agile Electric Sub Assembly Private Limited is holding 41.92% i.e (12,830,059 shares) in your Company as on March 31,2015. Your Company is holding 10.82% stake in Joint Venture Company viz., Bosch Electrical Drives India Pvt Ltd as on March 31,2015. Pursuant to provisions of Section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial statements of the Joint Venture Company in Form AOC-1 is given in Annexure to this report. DEPOSITS During the year under review, your Company has not invited or accepted any deposits from the public under Section 76 of the Companies Act, 2013 and Rules made there under. ESOP-2006 Your Company had introduced the Employees Stock Option Plan -2006 in accordance with the SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999. During the year 1,63,000 employee stock options were converted into equivalent number of equity shares. As required under SEBI (Share Based Employee Benefits) Regulations, 2014 a disclosure is annexed herewith. SHARE CAPITAL Consequent to conversion of stock options into equity shares, your Company''s Paid-Up equity share capital has gone upto Rs. 3,060.84 Lakhs from Rs. 3,044.54 Lakhs as on March 31,2015. DIRECTORS During the year, Mr. Srinivasan Ravindran and Mr. K K Nohria resigned from Directorship. Mr. K Igarashi has been ceased to be Director from April 01,2015 since he did not attend any meeting of the Board of Directors during April 01,2014 and March 31,2015 as provided under Section 167(1)(b) of the Companies Act, 2013. Your Directors wish to place on record their appreciation of the contribution of these Directors. Mr. Keiichi Igarashi, Director retires by rotation at forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume/details relating to Director being re-appointed as stipulated under Clause 49 of the Listing Agreement is furnished in the Report on Corporate Governance. At the 22ndAnnual General Meeting of the company held on July 30, 2014 the Company had appointed Mr. Hemant M Nerurkar (DIN 00265887) and Mr. S. Radhakrishnan ( DIN 01246033) as independent directors under the Companies Act, 2013 for 3 consecutive years for a term upto July 29,2017. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Your Company has been taking steps to identify and appoint a woman director at the earliest. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration various aspects of Board''s functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of Independent Directors was completed. The Performance evaluation of the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. NUMBER OF MEETINGS OF THE BOARD During the year, five Board Meetings were held on May 26, 2014, June 23, 2014, July 30, 2014, October 31,2014, and January 20, 2015. The Company''s last Annual General Meeting was held on July 30, 2014. The particulars of Directors, their attendance during the financial year 2014-2015 has been disclosed in the Corporate Governance Report forming part of this Annual Report. BOARD COMMITTEE The Company has the following committees of the Board: i) Audit Committee ii) Nomination and Remuneration Committee iii) CSR Committee iv) Risk Management Committee The Composition of each of the above Committees, their respective role and responsibility is as detailed in the report of Corporate Governance. DIRECTORS'' RESPONSIBILITY STATEMENT In compliance of Section 134 (5) of the Companies Act, 2013 your directors, on the basis of information made available to them, confirm the following: a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed with explanation relating to material departures, if any; b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the company for that period; c) Proper care has been taken for maintenance of adequate accounting for safeguarding the assets of the Company and detecting fraud and other irregularities; d) They have laid down Internal Financial Controls to be followed by the Company and the Audit Committee of the Board of Directors shall ensure that the internal control is adequate and robust; d) The annual accounts are prepared on a going concern basis; e) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DEMATERIALISATION OF SHARES 99.15 % of the Company''s paid up Equity Share Capital is in dematerialized form as on March 31,2015 and balance 0.85% is in physical form. The Company''s Registrars are Cameo Corporate Services Limited, No.1, Subramaniam Building, Club House Road, Chennai 600 002. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION The information required to be furnished pursuant to Section 134(3) (m) of the Companies Act, 2013, is appended hereto and forms part of this Report FOREIGN EXCHANGE EARNINGS AND OUTGO The details of expenditure and earnings in foreign currency are given as an annexure to this Report. PARTICULARS OF LOANS & INVESTMENTS BY COMPANY Details of loans and investments by the Company, to other body corporate or persons are given in notes to the financial statements. RELATED PARTY TRANSACTIONS All related party transactions, that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. The Company presents a statement of all related party transactions before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of foreseen and repetitive nature. As required under Clause 49 of the Listing Agreement, Shareholders omnibus approval is being obtained for related party transaction though they are on arm''s length basis and are in the ordinary course of business. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions is placed before the Audit Committee. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or designated persons which may have a potential conflict with the interest of the Company at a large. Details of such transactions are given in the accompanying financial statements. Disclosure of Related Party transaction in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 is annexed with the report as per the format prescribed. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment and Non- discrimination at Work Place in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. An Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment and discrimination at work place. During the year ended March 31, 2015, the ICC has received no complaints pertaining to sexual harassment / discrimination at work place. AUDITORS M/s. Sharp & Tannan, Chartered Accountants, Chennai, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Sharp & Tannan, Chartered Accountants, Chennai as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next AGM. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written Certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, is in accordance with the conditions specified in the said section. AUDITORS'' REPORT No Qualification, adverse Remarks or disclaimer made by the statutory auditors with regard to the financial statements for the financial year 2014-15. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. S Bhaskar, Practising Company Secretary (CP No.:8315, ACS: 10798) to undertake the secretarial audit of the Company. The Secretarial Audit Report is given in Annexure to this Report. EXTRACT OF THE ANNUAL RETURN Relevant extract of annual return to be filed with the Registrar of Companies for financial year 2014-15 is given in Annexure to this Report. INTERNAL CONTROL SYSTEMS The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. 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. CSR Committee of the Board has developed a CSR Policy which is given in Annexure to this Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report of the Company for year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate Statement in the Annual Report. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY Your Company has adopted a Risk Management Policy and constituted a Risk Management Committee for monitoring the same. The Company has been addressing various risks impacting the Company which is provided elsewhere in this Annual Report in Management Discussion and Analysis Report. PARTICULARS OF 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 is given as a separate Statement in the Annual Report. The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the Company. HUMAN RESOURCES Your Company has 383 number of permanent employees on the rolls of the Company as on March 31,2015. The Board of Directors wishes to place on record their sincere appreciation to all the employees of the Company for their dedication, commitment and loyalty to the Company. CORPORATE GOVERNANCE A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding compliance of the requirements of corporate governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto. LISTING The shares of your Company continued to be listed at National Stock Exchange Limited and Bombay Stock Exchange Limited. Listing fee has already been paid for the financial year 2015-16. During the year, Madras Stock Exchange has given de-listing approval w.e.f. August 25, 2014 vide their letter dt. August 25,2014. Further, Annual Custody Fee has also been paid to NSDL and CDSL. ACKNOWLEDGEMENT The Board places on record its sincere appreciation for the continued support from the relevant Government Authorities, Promoters, Shareholders, Suppliers, Customers and other business associates, for their strong support. For and on behalf of the Board of Directors Place : Chennai Hemant M Nerurkar Date : May 25, 2015 Chairman

Director’s Report