TO
THE MEMBER(S),
IKIO LIGHTING LIMITED
Your Directors take pleasure in presenting the 08th (Eight)
Annual Report on the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2024.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
|
Standalone |
Consolidated |
|
Financial Year
ended |
Financial Year
ended |
| Particulars |
March 31, 2024 |
March 31, 2023 |
March 31, 2024 |
March 31, 2023 |
| Revenue from operations |
2,409.76 |
2,413.59 |
4379.53 |
3587.65 |
| Other income |
192.42 |
26.31 |
153.46 |
31.67 |
| Total Income |
2,602.18 |
2,439.90 |
4532.99 |
3619.32 |
| Profit/Loss Before Depreciation, Finance
Costs, Exceptional items and Tax Expenses |
479.42 |
415.71 |
1080.67 |
806.48 |
| Less: Depreciation/Amortisation/Impairment |
29.86 |
29.04 |
120.00 |
57.87 |
| Profit/Loss Before Finance Costs, Exceptional
items and Tax Expenses |
449.56 |
386.67 |
960.67 |
748.61 |
| Less: Financials |
58.00 |
57.35 |
115.57 |
90.36 |
| Profit/Loss Before Exceptional items and Tax
Expenses |
391.56 |
329.32 |
845.10 |
658.25 |
| Add/(less): Exceptional items |
- |
- |
- |
- |
| Profit/Loss Before Tax |
391.56 |
329.32 |
845.10 |
658.25 |
| Less: Taxes (current & Deferred) |
104.80 |
82.90 |
239.39 |
157.87 |
| Profit/Loss for the year |
286.76 |
246.42 |
605.71 |
500.38 |
| Total Comprehensive Income for the Year |
287.20 |
247.21 |
607.19 |
501.88 |
FINANCIAL REVIEW AND ANALYSIS/STATE OF COMPANY'S AFFAIRS
Your Company has generated on a Standalone basis, the total revenue of
H2,602.18 million for the Financial Year ended March 31, 2024 as against H2,439.90 million
for the Financial Year ended March 31, 2023. Your Company has earned profit after tax of
H286.76 million for the Financial Year ended March 31, 2024 as against net profit of
H246.42 million for the Financial Year ended March 31, 2023.
On a Consolidated basis, the total revenue for the Financial Year ended
March 31, 2024 was H4,532.99 million as against H3,619.32 million for the Financial Year
ended March 31, 2023. Your Company has earned profit after tax of H605.71 million for the
Financial Year ended March 31, 2024 as against net profit of H500.38 million for the
Financial Year ended March 31, 2023.
These Financial Information are also available at the website of the
Company at https://ikio.in.
During the year under review, your Company's performance remained
largely flat due to muted demand in the industry, mainly exports. ODM Lighting Solutions'
revenues remained largely flat. Product Display continued to clock double-digit sales
growth. Energy Solution & Others faced an inventory pile up, however witnessing a
gradual pick-up in inventory clearances for RV products in the USA.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT During the Financial Year 2023-2024, the
Company got listed on BSE Limited and National Stock Exchange Limited on 16th
June 2023.
During the Financial Year 2023-24, the "Fine Technologies (India)
Private Limited" (wholly owned subsidiary) has been amalgamated with "Royalux
Lighting Private Limited" (Step down subsidiary) vide Order No.
RDNR/TC-1/233/AA6493578/2023/10716 dated March 18, 2024, the Regional Director of Northern
Region. Now Royalux Lighting Private Limited has become the wholly owned subsidiary of the
Company.
Also, Due to effect of Amalgamation "Royalux Exports Private
Limited" has now become the wholly owned subsidiary of "Royalux Lighting Private
Limited".
Also, IKIO Solutions Private Limited (Wholly-Owned Subsidiary of IKIO
Lighting Limited) has incorporated a New wholly owned subsidiary in the name of
"ROYALUX LLC" in USA at "INDIANAPOLIS IN 46240".
After closure of FY 2023-24, IKIO Solutions Private Limited has
acquired 100% shareholding in "Ritech Holding Limited", having registered office
at DD- 14-124-027, Al Katem Tower Wework Hub 71, Abu Dhabi, Al Maryah Island UAE. Ritech
Holding Limited, has downline subsidiary "Royalux FZCO" at Jebel Ali Free Zone.
FUTURE PROSPECT AND OUTLOOK OF THE COMPANY
The Government of India's vision of Make in India, Make for the World,
supported by various schemes and incentives, has contributed to the development of India
as an alternative manufacturer to China. The Indian EMS industry has a lot of
opportunities due to import substitution and India's growing penetration in the domestic
market. OEMs are seeking new ways to innovate products, and transitioning from plain
vanilla contract manufacturing to Original Design Manufacturing. The domestic production
has nearly doubled between FY17 and FY22 and is expected to grow at a CAGR of 24% between
FY22 and FY27. Over the next five years, the EMS market in India is expected to reach USD
80 billion (Source EY).
Given this huge opportunity, we believe we are in the right place at
the right time. Your company is poised for its next leg of growth as we have recently
commissioned Block I of ~2 Lac Sq Ft. which is part of the greenfield expansion project.
We have introduced two new product categories which are Hearables and Wearables. Apart
from the existing geographies, we have forayed into the Gulf market for exports of our
products under the Product Display segment. For the US market, in addition to the RV
business, we recently started supplying our Industrial and Solar products to Energy
Services Companies. The future looks promising for your company and we look forward to
exciting times ahead.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the
year under review.
DIVIDEND
Your Directors are pleased to recommend a dividend of H1/- (Rupee One
Only) per equity share of face value of H10/- each (i.e. 10%) for the financial year ended
March 31, 2024 subject to the approval of the Shareholders in the ensuing Annual General
Meeting ("AGM"). The total outgo on account of dividend will be H7,72,80,701.
In view of the changes made under the Income-tax Act, 1961 by the
Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source (If any).
The dividend recommended is in accordance with the Company's
Dividend Distribution Policy ("the Policy") adopted in pursuance to the
provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ("SEBI Listing Regulations"). The Policy contains
broad parameters and factors while recommending/ declaring dividend(s) by the Board of
Directors. The Policy is available on the Company's website at https://
ikio.in/uploads/policy/Dividend%20Distribution%20 Policy.pdf
INITIAL PUBLIC OFFER
A major highlight for the year under review was the successful Initial
Public Offering ("IPO") of the Company. The equity shares of the Company were
listed on BSE Limited and National Stock Exchange of India Limited on June 16, 2023. This
is surely a milestone in our corporate strategy, and the Directors hereby place on record
gratitude to all the shareholders and other stakeholders for their overwhelming response
to the Company's IPO and for reiterating their faith in its long term growth story.
The IPO comprised of 2,12,80,701 equity shares of face value of ^ 10
each, aggregating to ^ 6,065 million which includes fresh issue of 1,22,80,701 Equity
Shares aggregating to ^ 3,500 million and offer for sale of 90,00,000 Equity Shares
aggregating to ^ 2,565 million.
UTILISATION OF IPO PROCEEDS
The proceeds of the funds raised through IPO by the Company are being
utilized as per the Objects of the Issue. The disclosure compliance with the Regulation 32
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter refer to as "the Listing Regulations") is as under:
| Particulars |
Original Allocation |
Fund Utilised Upto March 31, 2024 |
Fund Unutilised Upto March 31, 2024 |
Deviation (If any) |
| 1) Repayment/prepayment, in full or part, of certain
borrowings availed by Company and its Subsidiaries on consolidated basis |
500 |
500 |
Nil |
Nil |
| 2) Investment in wholly owned Subsidiary, IKIO Solutions
Private Limited, for setting up a new facility at Noida, Uttar Pradesh |
2123.12 |
579.93 |
1543.19 |
Nil |
| 3) General Corporate Purposes (GCP) |
634.38* |
443.27 |
191.11 |
Nil |
| Total |
3257.50 |
1523.20 |
1734.30 |
Nil |
*GST amount of H 35.17 million on IPO expenses retained in "Public
Issue Account" (Refer: footnote to the IPO expenses table on page no. 116 of the
prospectus, "All aforementioned fees do not include applicable taxes")
During the FY 2023-24, there has been no deviation in the utilization
of the IPO proceeds by the Company.
SHARE CAPITAL
As on March 31, 2024, the Authorised Share Capital of your Company is
H1,00,00,00,000/- comprising of 10,00,00,000 equity shares of H10/- each. and the paid-up
equity share capital of the Company is H77,28,07,010 /- comprising 7,72,80,701 equity
shares of H10/- each fully paid-up.
TRANSFER AMOUNT TO RESERVES
The Board of Directors of your company, has decided not to transfer any
amount to the Reserves for the year under review.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company was not required to transfer
any amount or share to the Investor Education and Protection Fund established by the
Central Government.
DEPOSITS
During the year under review, your Company has neither invited nor
accepted/renewed any deposits within the meaning of Section 73 of the Companies 2013
(‘the Act') and the Companies (Acceptance of Deposits) Rules, 2014 and as such,
no amount on account of principal or interest on deposits from public was outstanding as
on the March 31, 2024.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings & outgo pursuant to Section 134(3)(m) of the Act read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure A to this Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Act read
with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of the employees of the Company is annexed as Annexure B to this Report.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the provisions of Section 129(3) of the Act and the SEBI
Listing Regulations, the Consolidated Financial Statements of your Company were prepared
in accordance with the applicable Ind AS and forms part of the Annual Report.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATES
As on March 31, 2024, your Company had
04 Subsidiaries (including direct, Step-down Subsidiaries).
Direct Subsidiaries
• Royalux Lighting Private Limited
• IKIO Solutions Private Limited
Indirect Subsidiaries
• Royalux Exports Private Limited
• Royalux LLC
During the Financial Year 2023-24, the "Fine Technologies (India)
Private Limited" (wholly owned subsidiary) has been amalgamated with "Royalux
Lighting Private Limited" (Step down subsidiary) vide Order No.
RDNR/TC-1/233/AA6493578/2023/10716 dated March 18, 2024 of the Regional Director of
Northern Region.
Due to amalgamation, "Royalux Lighting Private Limited" has
now become the wholly owned subsidiary of the IKIO Lighting Limited and Royalux Exports
Private Limited" has now become the wholly owned subsidiary of "Royalux Lighting
Private Limited".
Also, IKIO Solutions Private Limited (Wholly-Owned Subsidiary of IKIO
Lighting Limited) has incorporated a New wholly owned subsidiary in the name of
"ROYALUX LLC" in USA at "INDIANAPOLIS IN 46240".
After closure of FY 2023-24, IKIO Solutions Private Limited has
acquired 100% shareholding in "Ritech Holding Limited", having registered office
at DD- 14-124-027, Al Katem Tower Wework Hub 71, Abu Dhabi, Al Maryah Island UAE. Ritech
Holding Limited, has downline subsidiary "Royalux FZCO" at Jebel Ali Free Zone.
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of Subsidiaries and Associates of
the Company in the prescribed format Form AOC - 1 is annexed as Annexure C, forms part of
this Report. Please refer the consolidated financial statements for the financial year
ended March 31, 2024 for the details of performance and contribution of the subsidiaries
to the overall performance of your Company. In accordance with Section 136 of the Act the
financial statements of all the subsidiaries are available on the Company's website
and can be accessed through the link https://ikio.in/financial-information.
MATERIAL SUBSIDIARY
In terms of the provisions of the SEBI Listing Regulations, your
Company has a policy for determining ‘Material Subsidiary' and the said policy
is available on the Company's website and can be accessed through the link
https://ikio.in/uploads/ policy/IKIO%20POLICY-FOR-DETERMINING- MATERIAL-SUBSIDIARIES.PDF.
During the year under review, your Company had two material unlisted subsidiary companies
namely, Royalux Lighting Private Limited and Royalux Exports Private Limited.
LISTING AT STOCK EXCHANGES
The equity shares of your Company are listed on National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE). The Company got listed on BSE Limited and
National Stock Exchange on 16th June 2023.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, as required under
Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the
Annual Report.
CORPORATE GOVERNANCE REPORT
The Corporate Governance Report as required in terms of SEBI Listing
Regulations forms part of the Annual Report. A certificate from Practicing Company
Secretary confirming compliance with the conditions of Corporate Governance as stipulated
under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and paragraphs C, D
and E of Schedule V of the SEBI Listing Regulations is annexed with the Corporate
Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of Section 134(5) of the Act, your Directors
confirm that:
(i) i n the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(ii) 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 as at March 31, 2024 and
the profit and loss of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have 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) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all Independent Directors
that they fulfil the conditions of independence prescribed under Section 149(6) of the Act
as well as SEBI Listing Regulations. Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties as an Independent
Directors. They have got themselves registered in the data bank for Independent Directors
being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of
Corporate Affairs, Government of India and their names are included in the data bank
maintained by IICA. The Board after assessing their disclosures confirms that all
Independent Directors fulfil the conditions of independence specified in the Act and SEBI
Listing Regulations and are independent of the management of the Company. The Board is
satisfied of the integrity, expertise and experience (including proficiency) of the all
the Independent Directors of the Company.
CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP /
COMMITTEE POSITIONS
Based on the disclosures received from Directors, none of the Directors
on the Board holds directorships in more than ten public companies including seven listed
companies and none of the Independent Directors served as an Independent Director in more
than seven listed entities as on March 31, 2024. Further, no Whole-time Director served as
an Independent Director in any other listed company. Necessary disclosures regarding
Committee positions in other public companies as on March 31, 2024 have been made by the
Directors and have been reported in the Corporate Governance Report and forms part of the
Annual Report.
BOARD MEETINGS
During the financial year 2023-24, seven board meetings were held on
12/05/2023, 29/05/2023, 10/06/2023, 24/06/2023, 04/08/2023 04/11/2023 and 08/02/2024. The
meeting details are provided in the Corporate Governance Report which forms part of the
Annual Report. The maximum interval between any two meetings did not exceed 120 days, as
prescribed by the Companies Act, 2013. Details of attendance of directors are mentioned in
Corporate Governance Report.
AUDIT COMMITTEE
As on March 31, 2024, the Audit Committee comprises of 3 Directors
including 2 Independent Directors. Mr. Rohit Singhal, Independent Director is the Chairman
of the Committee and Mr. Kishore Kumar Sansi (Independent Director), & Mr. Hardeep
Singh (Managing Director) are the members of the Committee. All the recommendations by the
Audit Committee were accepted by the Board. Other details, are provided in the Corporate
Governance Report which forms part of the Annual Report.
AUDITORS AND THEIR REPORTS Statutory Auditor
M/s BGJC & Associates LLP, Chartered Accountants (Firm Registration
No 003304N/N500056) were appointed as Statutory Auditors of the Company for a period of
five years commencing from the financial year 2021-22 until the financial year 2025-26.
The Auditors' Report for the FY 2023-24 does not contain any
qualification. The notes to the financial statements referred to in the Auditors'
Report are self-explanatory and do not call for any further explanations or comments.
Secretarial Auditor
M/s. Mehak Gupta & Associates, Practicing Company Secretary (COP
No. 15013, Membership No. FCS 10703) were appointed as a Secretarial Auditor of the
Company to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit
Report is annexed as Annexure D to this Report. The Report is selfexplanatory and does not
contain any qualification, reservation or adverse remark.
Royalux Lighting Private Limited and Royalux Exports Private Limited,
are the material subsidiaries of the Company. Pursuant to Regulation 24A of the SEBI
Listing Regulations. the Secretarial Audit Report of Royalux Lighting Private Limited and
Royalux Exports Private Limited for the financial year ended March 31, 2024 issued by
Practicing Company Secretaries are annexed as Annexure E & F respectively to this
Report.
Cost Audit
The provision of Section 148 of Companies Act, 2013 about appointment
of Cost Audit are not applicable to the Company.
Internal Auditor
Pursuant to provisions of Section 138 of the Companies Act, 2013 M/s,
Shiv Saroj & Associates (Chartered Accountants), bearing membership no - 019715N,
Internal Auditors of the Company have conducted internal audit of the functions and
activities of the Company and effectiveness of Internal Control Systems of the Company
during Financial Year 2023-24.
REPORTING OF FRAUDS
During the year under review, none of the Auditors of the Company have
reported any fraud as specified under Section 143(12) of the Act.
SECRETARIAL STANDARDS
The Secretarial Standards i.e. SS-1 & SS-2 issued by the Institute
of Company Secretaries of India relating to meetings of the Board of Directors and General
Meetings, respectively have been duly complied by the Company.
DISCLOSURE ABOUT RECEIPT OF COMMISSION
In terms of Section 197(14) of the Act and rules made there under,
during the year under review, none of the directors of the Company has received any
commission from the Company or any of its subsidiary Company, thus the said provision is
not applicable to your Company.
CREDIT RATING
The credit rating agency, CRISIL Limited on July 04, 2023 has
reaffirmed its rating on the long term bank facilities ‘CRISIL BBB-/Positive'.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2024, the Board comprises of 6 Directors (3 Executive
and 3 Non-Executive Directors). Independent Directors constitute 50% of the Board's
strength.
During the year under review following changes took place in the
composition of Board of Directors of the Company:
• Mr. Hardeep Singh (DIN: 00118729), who was liable to retire by
rotation was re-appointed by the members vide ordinary resolution at the AGM held on
September 14, 2023.
• Based on the market capitalisation, issued by stock exchange,
the Company fall under top 1000 listed Companies. Pursuant to regulation 17 of SEBI
(LODR), the Company has appointed Ms. Rachana Chowdhary as an Additional Director in the
capacity of Independent Woman Director on the Board of Directors of the Company w.e.f May
24, 2024.
Pursuant to the provisions of Section 152 of the Companies Act, 2013
read with Articles of Association of the Company, Mrs. Surmeet Kaur (00118695) is liable
to retire by rotation at the ensuing AGM and being eligible, has offered herself for
re-appointment. The resolution seeking Members approval for her reappointment forms part
of the AGM Notice. The Board of Directors of your Company has recommended her
re-appointment based on the recommendation of Nomination and Remuneration Committee. A
brief resume of Mrs. Surmeet Kaur along with other details as stipulated under Regulation
36(3) of the SEBI Listing Regulations read with the Secretarial Standards on General
Meetings, is provided in the Notice convening the AGM.
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
Mr. Hardeep Singh (Managing Director & Chairman), Mrs. Surmeet Kaur (Whole Time
Director), Mr. Sanjeet Singh (Whole Time Director), Mr. Subhash Chand Agrawal (Chief
Financial Officer) and Mr. Sandeep Kumar Agarwal (Company Secretary & Compliance
Officer) are the Key Managerial Personnel of the Company as on March 31, 2024.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility ("CSR") is a way of
conducting business, by which corporate entities visibly contribute to the social good and
the welfare of society at large with an aim to improve quality of
life of people. The Company feels that the essence of CSR is to
integrate economic, environmental and social objectives with the Company's operations
and growth. CSR is the process by which an organization thinks about and evolves its
relationships with society for the common good and demonstrates its commitment by giving
back to the society for the resources it used to flourish by adoption of appropriate
business processes and strategies. To give further impetus to this cause, the Company
endeavors to manage its operations with an emphasis on Sustainable development to minimize
impact on environment and promotes inclusive growth.
The CSR policy of the Company is available on the website of the
Company at https://ikio.in/uploads/ policy/Corporate%20Social%20Responsibility%20
(CSR)%20Policy.pdf.
The Company's CSR policy statement and the annual report on CSR
activities undertaken during the financial year ended March 31, 2024, in accordance with
the provisions of Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, is given at "Annexure G" to this Report.
The CSR Committee comprises two Executive Directors namely Mr. Hardeep
Singh (Chairman) and Mrs. Surmeet Kaur and one Non-Executive Independent Directors namely,
Mr. Chandra Shekhar Verma. The details of the CSR Committee meetings and the attendance of
the members thereat are provided in the Corporate Governance Report and forms part of this
Report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the
Annual Return of the Company is available on the Company's website and can be
accessed through the link https://ikio.in/annual-return
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report as required in
terms of SEBI Listing Regulations is annexed as Annexure H to this Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTEMENTS
Particulars of loans, guarantees and investments covered under the
provisions of section 186 are disclosed in the notes to the Standalone Financial
Statement.
PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered during the year were
in the ordinary course of business and
at arm's length basis. There were no material related party
transactions during the year.
Accordingly, the disclosure of related party transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY
2023-24 and hence, does not form part of this report.
Details of related parties and transactions entered into with/by them
etc. have been disclosed in Note no. 43 of the Standalone Financial Statements.
Prior approval of the Audit Committee was sought for entering into
related party transactions. A statement of transactions with related parties in the
ordinary course ofbusiness and arm's length basis is periodically placed before the
Audit Committee for its review. Omnibus approval was obtained for transactions which were
repetitive in nature. Transactions entered into pursuant to omnibus approval were placed
before the Audit Committee for its review during the year. The related party transactions
policy was adopted by the Company is available on the Company's website and can be
accessed through the link https://ikio.in/ uploads/policy/Related%20Party%20Transaction%20
Policy.pdf.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy was devised in accordance with
Section 178 of the Act and the SEBI Listing Regulations. The Nomination and Remuneration
Policy of the Company is aimed at inculcating a performance-driven culture. The said
policy, inter alia, includes criteria for determining qualifications, positive attributes
and independence of directors and policy relating to the remuneration for the Directors,
Key managerial personal and other employees of the Company. Through its comprehensive
compensation programme, the Company endeavours to attract, retain, develop and motivate a
high-performance workforce. The said policy is available on the Company's website and
can be accessed through the link https://ikio.in/uploads/
policy/Nomination%20&%20Remuneration%20 Policy.pdf.
ANNUAL EVALUATION OF BOARD PERFORMANCE, PERFORMANCE OF ITS COMMITTEES
AND INDIVIDUAL DIRECTORS
The Board of your Company on the recommendation of Nomination and
Remuneration Committee had laid down the criteria for evaluation of performance of the
Board, its Committees, Chairperson and individual Directors including Independent
Director. Accordingly, annual performance evaluation process was carried out based on
evaluation forms, which include a rating mechanism. Independent Directors in a separate
meeting also reviewed the performance
of the Board as a whole, Non-Independent Directors and the Chairman,
taking into account the views of the Executive Directors and Non-Executive Directors. The
Independent Directors in the said meeting also evaluated the quality, quantity and
timeliness of the flow of information between the Management and the Board, that is
necessary for the Board to effectively and reasonably perform their duties.
The Board carried out annual performance evaluation of its own
performance on the basis of evaluation forms received from all the Directors. The
performance of each Board Committee was evaluated by the Board, based on evaluation forms
received from the respective Committee members. Further, performance of every Director was
evaluated by Nomination & Remuneration Committee as well as the Board on the basis of
evaluation forms received from all the Directors except the Director being evaluated.
Based on the evaluation forms received, the performance of the Board, its Committees and
individual Directors was evaluated by the Board and the Board expressed satisfaction over
their performances.
INTERNAL FINANCIAL CONTROL
The Company has a robust and well embedded system of internal control,
which ensures that all the assets of the Company are safeguarded and protected against any
loss from unauthorized use or disposition and all the transactions are authorised,
recorded and reported correctly. Internal audit and management reviews provides assurance
on the effectiveness of internal financial controls, which are continuously monitored
through management reviews, self-assessment, functional experts as well as by the
Statutory/ Internal Auditors during the course of their audits.
Your Company's internal control systems are commensurate with the
nature of its business, the size and complexity of its operations and such internal
financial controls with reference to the Financial Statements are adequate. Your Company
has implemented robust process to ensure that all internal financial controls are
effectively working.
The Statutory Auditors Report also includes their reporting on internal
financial controls over Financial Reporting.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the period under review, there is no proceeding pending under
the Insolvency and Bankruptcy Code, 2016 against the Company.
RISK MANAGEMENT
Pursuant to Regulation 21 of the SEBI Listing Regulations, your Company
has constituted a Risk Management Committee, the details of which are
given in Corporate Governance Report. The Company has also put in place
a Risk Management Policy for identification, assessment, monitoring and mitigation of
various risks. The said policy is available on the Company's website and can be
accessed through the link https://ikio.in/uploads/policy/Risk%20 Management%20Policy.pdf.
The Audit Committee has additional oversight in the area of financial
risks and controls. The major business and process risks are identified from time to time
by the businesses and functional heads. The major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.
In the opinion of the Board, there are no risks which may threaten the existence of the
Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
During the year under review, no significant and material order was
passed by the regulators or courts or tribunals which would impact the going concern
status of your Company and its operations in future.
POLICY FOR PREVENTION, PROHIBITION AND REDR ESSAL OF SEXUAL HARASSM ENT
AT WORKPLACE
Your Company has a policy for Prevention, Prohibition and Redressal of
Sexual Harassment at Workplace in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH') and the
rules framed thereunder with the objective of providing a safe working environment to all
the team members, free from discrimination on any ground and from harassment at workplace
including sexual harassment. All employees including of subsidiaries (regular, temporary,
ad - hoc, contractual, probationers and trainees) are covered under this policy. The
policy is gender neutral.
An internal Complaints Committee has been setup to redress complaints
received regarding sexual harassment at various workplaces in accordance with POSH. The
Committee constituted in compliance with POSH ensures a free and fair enquiry process with
in time limit prescribed in the policy for resolution. During the year under review, the
Company had not received any complaint on sexual harassment and no complaint was pending
as on March 31, 2024.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place a Whistle Blower Policy in line with the
provisions of the Act and SEBI Listing Regulations, which provides a formal mechanism for
the Directors and Employees of the Company to report to the relevant authorities within
the Company any unethical behaviour, actual or suspected fraud, violation of the
applicable laws, Codes / Policies of the Company or leak or suspected leak of confidential
/ proprietary information etc. and to ensure that they are protected against any adverse
action and/ or discrimination as a result of such reporting. During the year under review,
the Company had not received any complaint under Whistle Blower Policy and no complaint
was pending as on March 31, 2024. None of the person has been denied access to the
Chairperson of the Audit Committee. The said policy is available on the Company's
website and can be accessed through the link https://ikio.in/uploads/
policy/VigilMechanismPolicy.pdf.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of
loans taken from Banks and Financial Institutions.
ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your Companies activities during the year under review. Your Directors
also acknowledges gratefully the shareholders for their support and confidence reposed on
your Company.
| For and on behalf of Board of Directors of |
|
| IKIO Lighting Limited |
|
|
Hardeep Singh |
|
Managing Director |
|
DIN-00118729 |
|
Surmeet Kaur |
| Place: Noida |
Whole Time Director |
| Date: May 24, 2024 |
DIN-00118695 |
|