Your Directors are pleased to present the 69th Annual Report together with
Audited Accounts for the year ended 31st March 2023. The summarized financial hereunder:
FINANCIAL HIGHLIGHTS: STANDALONE (Rs. in Crores)
Particulars |
31.03.2023 |
31.03.2022 |
Profit before tax |
91.78 |
71.31 |
Less: Provision for taxation (including deferred tax) |
18.11 |
14.50 |
Profit after Tax |
73.67 |
56.81 |
Add : Balance in P&L Account brought forward from previous year |
107.74 |
63.41 |
Profit available for appropriation |
181.41 |
120.22 |
Appropriations: |
|
|
- Dividend Paid |
27.46 |
12.48 |
Surplus Balance in Profit & Loss Account |
153.95 |
107.74 |
Management Discussion and Analysis Report
Your Company has witnessed a 12.58% growth in sales turnover during the financial year
2022-23 with Sales of Rs. 705.05 Crore versus the Rs. 626.27 Crore of the previous year.
Some of the growth came from increased prices of spare parts due to commodity price
inflation. During the year under review, your Company has opened three new branches to
improve its reach to its customers in the rural areas. We have also taken two additional
product lines to augment sales volumes.
In the year 2021-22 (previous fiscal year), there was sporadic lock downs in the first
quarter of that year. Consequent to that (low base effect), we recorded a significant
growth of 59.14% in the corresponding quarter of the year under review. Our growth in the
second half of the year under review was significantly affected by tightening of liquidity
conditions in the market and softening of material prices. During the year under review,
other income of your company has grown to Rs. 30.38 Crores against Rs.15.27 Crores during
the financial year 2021-22.
Outlook:
Cars and utility vehicle market is expected to maintain their higher level of sales
during the year. The effect of this on replacement parts for older cars is to be watched.
Small Commercial Vehicle sales increased with demand from intra city delivery of
consumer goods. The bus segment, both institutional and intercity routes has been affected
by prolonged covid spell. Goods carrying medium and heavy commercial vehicles may
stabilize at slightly higher levels with replacement of fleets.
We see more active participation of OEMs in the aftermarket spares. With higher
interest costs and anticipated stability in commodity prices, parts dealers are likely to
hold lower levels of parts inventory in the coming months of this year.
Investments:
Our Consolidated Financial Statements will reflect 100% of CAPL operations from this
year onwards versus 90% captured in the prior years since we have acquired additional 10%
stake from the erstwhile promoters.
Dividend:
Your Directors in January 2023 declared an interim dividend of Rs.9.00 per equity share
(90%). Your Directors are pleased to recommend a final dividend of Rs.15.00 per equity
share (150%), which, together with the interim dividend, aggregates to a total dividend of
Rs. 24.00 per equity share (240%) on the paid-up share capital of Rs.12.48 crores. This
will absorb a sum of Rs 29.95 Crores. The Dividend Distribution Policy is hosted on
website of the company at https://impal.net/pdf/Dividend%20 Distribution%20Policy.pdf
Subsidiary Company:
CAPL Motor Parts Private Limited has sales of Rs.18.64 Crore and profit after tax of
Rs.1.44 Crore for the financial year 2022-23.
During the year under review the Board has approved the amalgamation of CAPL, a wholly
owned subsidiary Company with IMPAL, subject to regulatory approvals.
Internal Control Systems:
The Company has adequate Internal Control Systems with appropriate policies and
procedures covering all areas of operations commensurate with the size of its business.
Company's Internal Audit Department monitors and evaluates the adequacy of internal
control systems of the Company. Senior Management and Audit Committee periodically review
the internal audit findings as well as the effectiveness of the internal control measures.
IT systems
Our company has an enterprise software system tailormade for us by an US headquartered
company. This organization has been providing this support in software and periodical
migration to a new operating system as and when required for the past 20 years.
We have an inhouse IT department with dedicated personnel to keep this system in order
at all times. This has been helping the Company to carry out its regular business without
interruption.
Consolidated Financial Statements Transenergy Private Limited
During the year under review, your company sold a part of its holding in Transenergy
Private Limited. Consequent to this, with effect from 24th March, 2023 Transenergy Private
Limited ceased to be an Associate of your Company.
A statement containing salient features of the Financial Statements of CAPL Motor Parts
Private Limited, Wholly Owned Subsidiary in Form AOC 1 is provided in Annexure
"A" forming part of this Report.
The Financial Statements of the Subsidiary CAPL Motor Parts Private Limited is hosted
in our website www.impal.net
Board & Audit Committee
The details regarding number of Board meetings held during the financial year and
composition of the Board and Audit Committee are furnished in Corporate Governance Report.
Risk Management
As statutorily required your Company constituted a Risk Management Committee, and
framed a Risk Management Policy. During the year under review, 2 meetings were held. The
role of the Risk Management Committee includes formulation of a detailed risk management
policy and monitoring its implementation with periodic review of this policy etc.
Directors
During the year under review, the members of your Company vide resolution passed by
Postal Ballot on 30th June, 2022, re-appointed Sri N Krishnan as Managing Director for a
further period of 3 years with effect from 5th July, 2022 and appointed Sri Mukund S
Raghavan as Deputy Managing Director for a period of 5 years with effect from 18th May,
2022. Sri S Ram, Director is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment. All Directors and Senior
Management Personnel have affirmed compliance approved and adopted by the Board of
Directors.
The Company has received necessary declarations from each Independent Director of the
Company under Section 149 (7) of the Companies Act, 2013 that the Independent Directors of
the Company meet the criteria of Independence as laid down in Section 149 (6) of the
Companies Act, 2013.
Annual Board Evaluation
The Board has made a formal evaluation of its own performance and that of its
Committees and individual Directors as required under Section 134(3)(p) of the Companies
Act, 2013.
A Separate Meeting of Independent Directors was held during the year, in which the
Independent
Directors evaluated the performance of the non-Independent Directors, the Board as a
whole and the Chairman. The criteria for evaluation and the Remuneration Policy of the
Company are attached vide
Annexures "B" & "C". Related Party Transactions
All Related Party Transactions that were entered into during the financial year were in
the ordinary course of business and at arm's length. The Material Related Party
Transaction(s) entered during the year in terms of Regulation 23 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, was approved by the
shareholders at the 68th Annual General Meeting held on 01st September, 2022. Since, these
transactions are in the ordinary course of business and at arm's length, disclosure in
form AOC-2 is not required.
There are no materially significant Related Party Transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large. The Policy on Related
Party Transactions as approved by the Board is available on the Company's Website at
www.impal.net
Corporate Social Responsibility
As part of its initiatives under Corporate Social Responsibility (CSR), the Company has
contributed to various projects in the areas of Health, Education, Social Welfare and Art
& Culture. Annual Report on
CSR activities, containing necessary details is provided in Annexure "D".
Business Responsibility Report
Business Responsibility Report is attached vide Annexure "E".
Secretarial Audit
The Report of the Secretarial Auditor is attached vide Annexure "F".
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
The Company has set up an Internal Complaints Committee (ICC) to redress complaints
under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. No complaints were received during the year 2022-23.
Corporate Governance
A detailed report on corporate governance, is attached forming part of this report.
Comments on Auditors' report reservations Therearenoqualifications, or adverse
remarks or disclaimers made by the Statutory
Auditors and the Secretarial Auditor in their Reports respectively.
Annual Return
Annual Return in Form MGT-7 is posted on the website of the Company at
https://impal.net/pdf/
DRAFT%20MGT-7%20ANNUAL%20RETURN_2022-23.pdf
Particulars of Employees
There is no employee, particulars of whom are to be furnished under Section 197 read
with Rule 5 (2)
(i) and (ii) :
(i) & (ii) The ratio of average remuneration of Non-Whole Time Directors with that
of the median remuneration of the employees for the financial year is 0.51 times and that
of the Deputy Managing Director (inclusive of commission) is 69 times and Managing
Director (inclusive of Commission) is 101 times.
(iii) The number of permanent employees on the rolls of the Company as on 31st March
2023 is
854.
(iv) Percentage increase in median remuneration of staff for the financial year, 8.5%
for staff and
15% for Key Managerial Personnel.
(v) The Company affirms that remuneration is as per the existing Remuneration Policy.
Statutory Statements
There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year of the Company and the date of the Report.
Therearenosignificant orders passed by the Regulators / Courts which impacts the going
concern status of the Company and its future operations. Your Company has no activity
relating to conservation of energy or technology absorption. The Company did not have any
foreign exchange earnings or outgo. Your Company has not accepted any public deposits
since 2002. The Company has not given any loans or guarantees. The Statutory Auditors have
not reported any incident of fraud to the Audit Committee of the Company during the year
under review.
Directors' responsibility statement
As required under Section 134(5) of the Companies Act, 2013, your Directors state that:
i) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures; ii) the Directors
have selected such accounting policies and applied them consistently and made judgements
and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at the end of the financial year ended 31st March,
profit of the Company for that year; iii) the Directors have taken proper and sufficient
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. iv)
the Directors have prepared the annual accounts on a going concern basis and; v) the
Directors have laid down adequate internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively. vi) the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and are operating
effectively.
Acknowledgement
Your Directors thank all our suppliers and customers for their continued support and
co-operation during the year under review. Your Directors also wish to thank ICICI Bank
for its continued support and assistance.
Your Directors place on record their appreciation for the commitment, initiative and
excellent contribution of all the staff and executives of the Company.
On behalf of the Board of Directors
|
S Ram |
Place : Chennai |
Chairman |
Date : 19th May, 2023 |
DIN : 00018309 |
|