ICE Make Refrigeration Ltd
Directors Reports
To,
The Members,
Ice Make Refrigeration Limited
Dear Members,
Your Directors have pleasure in presenting the 13th Annual Report of
the Company together with the Audited Financial Statements for the year ended on March 31,
2022.
1. FINANCIAL PERFORMANCE / HIGHLIGHTS
The Company's financial performance for the year ended on March 31,
2022 is highlighted below:
(? In lakhs)
| Particulars |
Standalone Results |
| Year Ended March 31, 2022 |
Year Ended March 31, 2021 |
| Net Revenue From |
20,016.71 |
13,145.13 |
| Operations |
|
|
| Add: Other Incomes |
102.52 |
117.27 |
| Total Revenue |
20,119.23 |
13,262.40 |
| Earnings before Interest, Depreciation, Tax
& Amortization |
1546.38 |
1168.39 |
| Less: Depreciation and Amortization |
(301.42) |
(354.80) |
| Earnings before Interest & Tax |
1244.96 |
813.59 |
| Less: Finance Cost |
(156.80) |
(166.00) |
| Profit Before Tax |
1088.16 |
647.59 |
| Less: Provisions for Income Tax including
Deferred Tax |
(278.17) |
(198.27) |
| Profit After Tax |
809.99 |
449.32 |
| Profit Carried to Balance Sheet |
809.99 |
449.32 |
| Accumulated Balance of Profit |
4,961.99 |
4,350.76 |
2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY Standalone
The Company's total revenue stood at ? 20,119.23 lakhs for the year
ended March 31, 2022 as compared to ? 13,262.40 in the previous year indicating 51.70%
increase from that of March 31, 2021.
Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA)
for the year was ? 1546.38 as compared to ? 1168.39 in the previous year indicating 32.35%
increase from that of March 31, 2021. This reflects a robust operational performance and
ever increasing growth of the Company.
This year EPS stood at ? 5.16.
Consolidated
The Company's total revenue stood at ? 20,680.29 lakhs for the year
ended March 31, 2022 as compared to ?? 13,587.10 in the previous year indicating 52.21%
increase from that of March 31, 2021 Earnings before Interest, Depreciation, Tax and
Amortization (EBIDTA) for the year was ? 1518.61 lakhs as compared to ? 1155.23 in the
previous year indicating 31.46% increase from that of March 31, 2021
Further, this year EPS stood at ? 4.66.
3 DIVIDEND:
Considering the profit, growth and future prospects of the Company, the
Directors have decided to recommend the Final Dividend of ? 1.20 (12 % on the face value
of the share) per Equity Shares on 1,57,79,735 Equity Shares of the Company of ? 10/- each
for the financial year ended on March 31, 2022. The total amount of dividend recommended
is ?1,89,35,682
4.TRANSFER TO RESERVES
There has not transferred any Amount to General Reserve during the year
2021-22.
5.CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
The statement as required under Section 129 of the Companies Act, 2013,
in respect of the subsidiary of the Company viz. Bharat Refrigerations Private Limited is
annexed and forms an integral part of this Report. Consolidated Financial Statements
prepared in accordance with relevant Accounting Standards issued by the Institute of
Chartered Accountants of India, form part of the Annual Report and Accounts. Cash Flow
Statement is also attached as part of the Annual Report and Accounts.
6.DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal control systems commensurate
with the size of its operations. The internal control systems, comprising of policies and
procedures, are designed to ensure sound management of your Company's operations,
safekeeping of its assets, optimal utilization of resources, reliability of its financial
information and compliance. Clearly defined roles and responsibilities have been
institutionalized. Systems and procedures are periodically reviewed to keep pace with the
growing size and complexity of your Company's operations.
7.DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES
Bharat Refrigerations Private Limited is wholly owned subsidiary
Company of Ice Make Refrigeration Limited.
A statement containing the salient feature of the financial statement
of Subsidiary Company under the first proviso to sub-section (3) of section 129 in form
AOC - 1 is appended as Annexure - 5 The Company is not having any Joint Venture or
Associate Company.
8.MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which these Financial
Statements relate and on the date of this report. Further, during the financial year under
report, no significant or material orders have been passed by any of the regulators or
courts or tribunals impacting the going concern status and operations of the Company in
future.
9.DEPOSITS
During the financial year under report, your Company has not accepted
any deposits within the meaning of Sections 73 of the Companies Act, 2013.
10.STATUTORY AUDITORS
M/s. Umesh Shah & Associates (FRN: 114563W), Chartered Accountants,
Ahmedabad were appointed as a Statutory Auditor of the Company at the 10th Annual General
Meeting until conclusion of 15th Annual General Meeting of the members of the Company.
The Auditors' Report for the financial year ended on March 31, 2022
forms part of this Annual Report and the same does not contain any qualification,
reservation or adverse remark.
There have been no instances of fraud reported by the Auditors under
Section 143(12) of the Companies Act, 2013.
11SECRETARIAL AUDITOR
In terms of Section 204 of the Companies Act, 2013, the Board of
Directors of your Company has appointed M/s. Pinakin Shah & Co., Practicing Company
Secretary, Ahmedabad as a Secretarial Auditors to conduct an Audit of secretarial records
and compliances in accordance with the provisions of Section 204 of the Companies Act,
2013 for the financial year ended on March 31, 2022.
The Secretarial Audit Report given by M/s. Pinakin Shah & Co.,
Practicing Company Secretary, Ahmedabad is enclosed herewith as Annexure - 3.
The same does not contain any qualification or adverse remark.
12COST AUDITOR
The Board of Directors of your Company has appointed Mr. Mitesh
Prajapati, Proprietor of the Firm M/s. M.I. Prajapati & Associates, Cost Accountants,
Ahmedabad as Cost Auditors to conduct audit of the Cost Records for Financial Year to be
ended on March 31, 2023.
13.COST RECORDS
The Central Government has prescribed the maintenance of cost records
under section 148(1) of the act, for the goods supplied by the Company. The Company has
maintained proper cost records.
14.SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2022 remained at
1570.12 Lakh. During the period under report, your Company has not issued any share
including Sweat Equity, Convertible Debentures.
15.LISTING:
The Equity Shares of the Company are listed on Main Board of National
Stock Exchange of India Limited. The Company is regular in payment of Annual Listing Fees.
The Company has paid Listing fees up to the year 2022-23.
16.GRANT OF STOCK OPTIONS UNDER ICE MAKE REFRIGERATION LIMITED EMPLOYEE
STOCK OPTION PLAN 2018 ("ICE MAKE ESOP 2018")
Pursuant to approval of Members obtained on October 26, 2018 via Postal
Ballot. applicable provisions of the SEBI (Share Based Employee Benefits) Regulations,
2014, the Companies Act, 2013, the Memorandum and Articles of Association of the Company
and the Ice Make ESOP Plan 2018, and pursuant to the consent of the members of the
Nomination and Remuneration Committee, the Company has granted 1,56,000 Options pursuant
to the Ice Make ESOP Plan 2018 to eligible employees on the following terms and
conditions:
Disclosure pursuant to Regulation 14 of the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
A. Relevant disclosures in terms of the accounting standards prescribed
by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013)
including the 'Guidance note on accounting for employee share-based payments' issued in
that regard from time to time.
B. Diluted EPS on issue of shares pursuant to all the schemes covered
under the regulations shall be disclosed in accordance with 'Accounting Standard
20-Earnings Per Share' issued by Central Government or any other relevant accounting
standards as issued from time to time. Diluted EPS for the Consolidated Financial
Statements for the Financial Year ended March 31, 2022 is ? 4.65 and for Standalone
Financial Statements for the Financial Year ended March 31, 2022 is ? 5.14
C. Details related to ESOP Schemes of the Company
i. Description of ESOP Scheme that existed any time during the year :
| Particulars |
Ice Make ESOP 2018 |
|
| Date of approval of shareholders |
October 26, 2018 |
|
| Total number of options/Units approved by the
shareholders |
3,92,000 |
|
|
Period of Vesting |
% of Options to be vested |
| Vesting requirements |
Upon expiry of 12 months from the date of
Grant |
30% |
| Upon expiry of 24 months from the date of
Grant |
30% |
|
Upon expiry of 36 months from the date of
Grant |
40% |
| Exercise Price or pricing formula |
? 57/- per Option |
|
| Maximum term of options granted |
Within 3 months from the date of vesting |
|
| Sources of shares (primary, secondary or
combination) |
Primary |
|
| Variation in terms of options |
Nil |
|
| Other Terms |
As per the Scheme and the Letter of Grant |
|
ii. Method used to account for ESOS - Intrinsic or fair value : Fair
Value Method
iii. Where the Company opts for expensing of the options using the
intrinsic value of the options, the difference between the employee compensation cost so
computed and the employee compensation cost that shall have been recognized if it had used
the fair value of the options shall be disclosed. The impact of this difference on profits
and on EPS of the Company shall also be disclosed. Not Applicable
iv. Option movement during the year (For each ESOS):
| Particulars |
Ice Make ESOP 2018 |
| Number of options outstanding at the beginning
of the period |
1,56,000 |
| Number of options granted during the year |
NIL |
| Number of options forfeited / lapsed during
the year |
17,581 |
| Number of options vested during the year |
29,219 |
| Number of options exercised during the year |
29,219 |
| Particulars |
Ice Make ESOP 2018 |
| Number of shares arising as a result of
exercise of options |
29,219 |
| Money realized by exercise of options (?), if
scheme is implemented directly by the Company |
16,65,483 |
| Loan repaid by the Trust during the year from
exercise price received |
NIL |
| Number of options outstanding at the end of
the year |
1,09,200 |
| Number of options exercisable at the end of
the year |
NIL |
v. Weighted-average exercise prices and weighted-average fair values of options shall
be disclosed separately for options whose exercise price either equals or exceeds or is
less than the market price of the stock
| Particulars |
ESOP 2018 |
| Grant Date |
March 15, 2019 |
| No of options granted |
1,56,000 |
| Weighted average price per option (In
?) |
Weight |
Call Value |
Weighted average price per
option (In ?) |
| 30% |
22.51 |
675.3 |
| 30% |
26.80 |
804 |
| 40% |
30.06 |
1202.4 |
| 100 |
|
2681.7 |
vi. Employee wise details (name of employee, designation, number of options granted
during the year, exercise price) of options granted to:
| Senior managerial personnel as
defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 |
|
| Name of Employee |
Designation |
Number of options granted
during the year |
Exercise Price |
| Mr. Nikhil Bhatt |
Vice President, (Strategy) |
906 |
57 |
| Mr. Ankit Patel |
Chief Financial Officer |
600 |
57 |
| Mr. Mandar Desai |
Company Secretary & Compliance Officer |
600 |
57 |
| Any other employee who receives a grant in any
one year of option amounting to 5% or more of option granted during that year; |
None |
| Identified employees who were granted option,
during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding
warrants and conversions) of the Company at the time of grant. |
None |
vii. A description of the method and significant assumptions used
during the year to estimate the fair value of options including the following information:
Details are given in the Standalone and Consolidated Financial
Statements for the Financial Year ended March 31, 2022.
Disclosures in respect of grants made in three years prior to IPO under
each ESOS Not Applicable
D. Details related to ESPS: Not Applicable
E. Details related to SAR: Not Applicable
F. Details related to GEBS/RBS: Not Applicable
G. Details related to Trust: Not Applicable
Post allotment of Equity Shares as aforesaid, the paid up Capital of
the Company stood at ? 15,70,12,190/- divided into 1,57,01,219 Equity Shares of ?10/-
each.
17.CREDIT RATINGS:
Ice Make has received Care BBB+ (Care Triple B Plus) from CRISIL in
January 2018 which is maintained till date. The rating indicates stable and positive
outlook of the Company.
18.DIRECTORS & KEY MANAGERIAL PERSONNEL Particulars of Executive
Directors and KMP
| SR NO |
NAME |
DESIGNATION |
APPOINTMENT DATE OF CURRENT
DESIGNATION |
| 1 |
Mr. Chandrakant P. Patel |
Chairman & Managing Director |
September 5, 2017 |
| 2 |
Mr. Rajendra P. Patel |
Joint Managing Director |
September 5, 2017 |
| 3 |
Mr. Vipul I. Patel |
Joint Managing Director |
September 5, 2017 |
| 4 |
Mr. Ankit Patel |
Chief Financial Officer |
September 5, 2017 |
| 5 |
Mr. Mandar Desai |
Company Secretary and Compliance Officer |
March 2, 2019 |
Their brief profile forms part of the Management Profile section of
this Annual Report. Non - Executive Independent Directors
| SR NO |
NAME |
DESIGNATION |
APPOINTMENT DATE |
| 1 |
Ms. Darsha Kikani |
Non-Executive Women Independent Director |
September 5, 2017 |
| 2 |
Mr. Harshadrai P. Pandya |
Non - Executive Independent Director |
September 5, 2017 |
| 3 |
Mr. Krishnakant L. Patel |
Non - Executive Independent Director |
September 5, 2017 |
Their brief profile forms part of the Management Profile section of
this Annual Report.
Independent Directors have submitted the declaration of Independence,
as required pursuant to the provisions of Section 149(7) of the Companies Act, 2013,
stating that they meet the criteria of Independence as provided under Section 149(6). The
Independent Director shall enrol his / her name in the Databank, being maintained by
Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrolment
of Independent Directors has been completed and they have furnished the declaration
affirming their compliance to the Board with the provisions contained under sub rule 1
& 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.
A separate meeting of Independent Directors of the Company was held on
February 12, 2022 in accordance with the provisions of Clause VII of the Schedule IV of
the Companies Act, 2013.
Retirement by Rotation
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 and the Articles of Association of the Company Mr. Vipul I. Patel will retire by
rotation at this Annual General Meeting of the Company and being eligible, offers himself
for reappointment. The Board recommends his appointment.
General:
One of your Directors viz. Mr. Vipul Patel retires by rotation in terms
of the Articles of Association of the Company. However, being eligible offers himself for
reappointment.
Based on the recommendations of the Nomination and Remuneration
Committee and subject to approval of members, it is proposed to re-appoint Ms. Darsha R.
Kikani, Mr. Harshadrai P. Pandya and Mr. Krishnakant L. Patel as Independent Directors of
the Company for a second consecutive term of 5 years from the conclusion of ensuing 13th
AGM up to the conclusion of the 18th AGM respectively and they will not be liable to
retire by rotation.
Brief profile of the Directors being appointed and reappointed as
required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on
General Meetings and the justification for reappointment of Independent Directors are
provided in the notice for the forthcoming AGM of the Company
I. Evaluation of the Board's Performance:
During the financial year under report, exercise of evaluation was
carried out through a structured Evaluation process covering various aspects of the
Board's functioning such as composition of the Board & Committee(s), experience &
competencies, performance of specific duties & obligations, Governance etc.
Separate exercise was carried out to evaluate the performance of each
individual Director including the Board's Chairman who were evaluated on parameters such
as attendance, contribution at the meetings and otherwise, independent judgments,
safeguarding of minority shareholders' interest etc.
The evaluation of the Independent Directors was carried out by the
entire Board excluding Independent Directors and that of the Chairman and the Non
Independent Directors was carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with the Company.
This may be considered as a statement under provisions of Section
134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules,
2014.
The Board of your Company is composed with proper number of Executive
and Non - Executive Directors.
II.Remuneration Policy:
The Company follows a policy on remuneration of Directors and Senior
Management Employees. The policy has been approved by the Nomination & Remuneration
Committee and the Board. More details on the same have been given in the Corporate
Governance Report.
The policy on Remuneration of Directors, Key Managerial Personnel and
Senior Employees can be accessed on website of the Company at following web link:
http://www.icemakeindia.com/wp-content/ uploads/2019/07/policy-on-remuneration-of-
directors-key-managerial-personnel-and-senior- employees.pdf
19.NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of Directors met six times during the financial year ended on
March 31, 2022. The details of the Board meetings and the attendance of the Directors are
provided in the Corporate Governance Report.
20.RELATED PARTY TRANSACTION
All the related party transactions during the period under report were
entered on arm's length basis, in ordinary course of business and in compliance with the
applicable provisions of the Companies Act, 2013 and relevant Regulations of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
There were no materially significant related party transactions made by
the Company with Promoters, Directors or Key Managerial Personnel etc. which may have
potential conflict with the interest of the Company at large.
All the related party transactions are presented to the Audit Committee
and the Board. Necessary approval has been obtained from Audit Committee, Board of
Directors and members for the transactions with the related parties.
The Policy on Related Party Transactions as approved by the Board has
been uploaded on the Company's website at the following web link: http://www.
icemakeindia.com/wp-content/uploads/2019/07/ policy-on-related-party transaction.pdf
21.ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR
DIRECTORS AND EMPLOYEES
The Company promotes ethical behaviour in all its business activities
and has put in place a mechanism wherein the employees are free to report illegal or
unethical behaviour, actual or suspected fraud or violation of the Company's Codes of
Conduct or Corporate Governance Policies or any improper activity to the Chairman of the
Audit Committee of the Company or Chairman of the Board. The Whistle Blower Policy has
been duly communicated within the Company.
Under the Whistle Blower Policy, the confidentiality of those reporting
violation(s) is protected and they are not subject to any discriminatory practices. No
personnel have been denied access to the Audit Committee in this regard.
The said Vigil Mechanism / Whistle Blower Policy has been uploaded on
website of the Company and can be accessed at following web link: http://www.
icemakeindia.com/wp-content/uploads/2019/07/ whistle-blower-policy-and-vigil-mechanism.pdf
22.AUDIT COMMITTEE
The Board has constituted an Audit Committee which comprises of Ms.
Darsha R. Kikani as the Chairman and Mr. Harshadrai P. Pandya & Mr. Chandrakant P.
Patel as members.
Further, all the recommendations were accepted by the Board of
Directors during the period under report. More details on the committee are given in the
Corporate Governance Report.
| Sr. No. |
Name |
Committee Position |
Company Designation |
| 1 |
Ms. Darsha R. Kikani |
Chairman |
Non - Executive & Independent Director |
| 2 |
Mr. Harshadrai P. Pandya |
Member |
Non - Executive & Independent Director |
| 3 |
Mr. Chandrakant P. Patel |
Member |
Chairman & Managing Director |
23.NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted a Nomination and Remuneration Committee which
comprises of Ms. Darsha R. Kikani as a Chairperson and Mr. Harshadrai P. Pandya & Mr.
Krishnakant L. Patel as members.
The policy, required to be formulated by the Nomination and
Remuneration Committee, under
Section 178(3) of the Companies Act, 2013 is uploaded on the Company's
website at the web link: http://www. icemakeindia.com/wp-content/uploads/2019/07/policy-
on-remuneration-of-directors-key-managerial-personnel- and-senior-employees.pdf
Nomination and Remuneration Committee of the Company has been
reconstituted w.e.f. June 4, 2021 with following members:
| Sr. No. |
Name |
Committee Position |
Company Designation |
| 1 |
Ms. Darsha R. Kikani |
Chairman |
Non - Executive & Independent Director |
| 2 |
Mr. Krishnakant L. Patel |
Member |
Non - Executive & Independent Director |
| 3 |
Mr. Harshadrai P. Pandya |
Member |
Non - Executive & Independent Director |
More details on the Committee have been given in the Corporate
Governance Report.
24.STAKEHOLDER RELATIONSHIP COMMITTEE
The Board has constituted a Stakeholder Relationship Committee which
comprises of Mr. Harshadrai P. Pandya as the Chairman and Mr. Krishnakant L. Patel, Mr.
Chandrakant P. Patel & Mr. Vipul I. Patel as members.
More details on the Committee have been given in the Corporate
Governance Report.
25.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has in place a Prevention of sexual harassment policy in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress
complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered
under this policy. We have not received any sexual harassment complaints during the year
ended on March 31, 2022.
A policy adopted by the Company for Prevention of Sexual Harassment is
available on its website at the following web link: http://www.icemakeindia.com/wp-
content/uploads/2019/07/policy-on-prevention-of-
sexual-harassment-of-women-at-workplace.pdf
26.LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The Company did not grant / make any Loan / Investment and provide
Guarantees in respect of loans availed by others, under the provisions of Section 186 of
the Companies Act, 2013 and Rules framed there under during the financial year under
report.
27.MANAGERIAL REMUNERATION
| Sr. No. |
Name of the Director & Designation |
Remuneration for the year
2021-22 |
% increase over last year |
Parameters |
Median of Employees |
Ratio |
Commission received from
Holding/ Subsidiary |
| 1 |
Mr. Chandrakant P. Patel, Chairman &
Managing Director |
27,00,000 |
NIL |
NA |
8,54,064 |
31.63:1 |
NIL |
| 2 |
Mr. Rajendra P. Patel, Jt. Managing Director |
27,00,000 |
NIL |
NA |
8,54,064 |
31.63:1 |
NIL |
| 3 |
Mr. Vipul I. Patel,Jt. Managing Director |
27,00,000 |
NIL |
NA |
8,54,064 |
31.63:1 |
NIL |
The Company follows a policy on remuneration of Directors, Key
Managerial Personnel and Senior Management Employees. The Company has paid remuneration to
the Executive Directors as well as Sitting fees to the Non-Executive Directors during the
financial year under report.
More details on the Managerial Remuneration have been given in the
Corporate Governance Report.
28.MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Detailed analysis of the Company's performance is made in the
Management Discussion and Analysis Report, which forms part of this Annual Report.
29.KEY MANAGERIAL PERSONNEL:
% increase in remuneration of KMP:
| Sr. No. |
Name of the Director & KMP |
Designation |
Percentage Increase (If any) |
| 1. |
Mr. Chandrakant P. Patel, |
Chairman & Managing Director |
NIL |
| 2. |
Mr. Ankit Patel |
CFO |
10.23% |
| 4 |
Mr. Mandar Desai |
Company Secretary |
20% |
30.MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Detailed analysis of the Company's performance is made in the
Management Discussion and Analysis Report, which forms part of this Annual Report.
31.CORPORATE GOVERNANCE
During the financial year under report, pursuant to the SEBI (Listing
Obligations and Disclosures Requirement) Regulations, 2015 the Company has complied with
applicable provision of Corporate Governance and a separate report of Corporate Governance
is included as a part of Annual Report along with requisite certificate from M/s. Kashyap
R. Mehta & Associates, Practicing Company Secretaries, confirming compliance with the
conditions of corporate governance is annexed herewith as Annexure- 4
32.SECRETARIAL STANDARDS
The Company complies with the Secretarial Standards, issued by the
Institute of Company
Secretaries of India, which are mandatorily applicable to the Company
33.CODE OF CONDUCT
The Board has laid down a Code of Conduct ("Code") for the
Board Members, Managerial Personnel and for Senior Management Employees of the Company.
This Code has been posted on the Company's website at
https://www.icemakeindia.com/policies-disclosure/ All the Board Members and Senior
Management Personnel have affirmed compliance with this Code. A declaration signed by the
Managing Director to this effect forms part of the Corporate Governance Report.
The Board has also laid down a Code of Conduct for the Independent
Directors pursuant to the provisions of Section 149(8) and Schedule IV to the Companies
Act, 2013 via terms and conditions for appointment of Independent Directors, which is a
guide to the professional conduct for Independent Directors and has been uploaded on the
website of the Company at following web link: https://www.icemakeindia.com/
policies-disclosure/
34.RISK MANAGEMENT POLICY
The Board of Directors has developed and implemented a Risk Management
Policy for the Company.
It has identified and assessed internal and external risks with
potential impact and likelihood that may impact the Company in achieving its strategic
objectives.
There is no such risk which in the opinion of the Board which may
threaten the existence of the Company.
The Policy lays down the procedures for risk identification,
description, evaluation, estimation, reporting and development of action plan. The policy
includes identification of elements of risks which mainly covers Strategic Risk,
Operational Risk, Financial Risk and Hazardous Risks. The same can be accessed from the
website of the Company at following web link: http://www.icemakeindia.
com/wp-content/uploads/2019/07/policy-on-risk- management.pdf
More details on the risk and concern factors have been given in the
Management Discussion & Analysis Report.
35.CORPORATE SOCIAL RESPONSIBILITY
The Company has attracted criteria for Corporate Social Responsibility
(CSR) by crossing net profit beyond ? 5 Crores (in the financial year ended on March 31,
2018) pursuant to the provisions of Section 135 of the Companies Act, 2013 including Rules
framed there under.
The Company has formulated the Corporate Social Responsibility
Committee and it comprises of Mr. Rajendra P. Patel as Chairman of the Committee and Mr.
Vipul I. Patel & Mr. Krishnakant L. Patel as Members.
In compliance with the requirements of section 135 of the Companies
Act, 2013, the Company has laid down a CSR policy. The same can be accessed from website
of the Company at the following web link: http://www.
icemakeindia.com/wp-content/uploads/2019/07/ policy-on-corporate-social responsibility.pdf
The Company has contributed ^ 18.73 lakhs towards Corporate Social
activities. The contributions in this regard have been also made directly and also
indirectly through trust / institutions in fields like Education, Animal Welfare, Hunger,
and Promotion of Cold Chain for Farming etc.
The annual report on CSR during the financial year ended on March 31,
2022 in the format prescribed under Rule 8(1) of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - 6 forming part of
this report.
36. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(5) of the Companies
Act, 2013, with respect to the Director's Responsibility Statement, it is hereby stated,
a. That in the preparation of the annual financial statements for the
year ended March 31, 2022, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
b. That such accounting policies as mentioned in Notes to the Financial
Statements have been selected and applied consistently and judgment and estimates have
been made 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, 2022 and of the profit of the Company for the
year ended on that date;
c. That proper and sufficient care has been taken 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. That the annual financial statements for the year ended March 31,
2022 have been prepared on a going concern basis;
e. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
f. That the system to ensure the compliances with the provisions of all
applicable laws was in place and were adequate and operating effectively.
37. DISCLOSURE U/S 164(2) OF THE COMPANIES ACT, 2013
The Company has received the disclosure in Form DIR- 8 from its
Directors being appointed or reappointed and has noted that none of the Directors are
disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of
Companies (Appointment and Qualification of Directors) Rules, 2014.
38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as to conservation of energy, technology absorption and
foreign exchange earnings and outgo required to be disclosed in terms of Section 134 of
the Companies Act, 2013 & Rule 8 of the Companies (Accounts) Rules, 2014 have been
given separately as Annexure - 1.
39. WEB ADDRESS OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the draft Annual Return as on March 31, 2022 is
available on the Company's website https:// www.icemakeindia.com/
40. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Company has continued to maintain harmonious and cordial relations
with its officers, supervisors and workers enabling the Company to maintain the pace of
growth. Training is imparted to employees at all levels and covers both technical and
behavioural aspects.
The details of Managerial Remuneration as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-2 as a
part to this Report. There was no employee drawing an annual salary of ? 102 lakhs or more
where employed for full year or monthly salary of ? 8.50 lakhs or more where employed for
part of the year and therefore, no information pursuant to the provisions of Rule 5(2)
& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is required to be given.
The details as per Rule 5(1) & (2) of the aforesaid Rule are
enclosed herewith as Annexure - 2
41. HUMAN RESOURCE AND INDUSTRIAL RELATIONS
The Company attaches importance to the dignity of employee irrespective
of position and highly values the cultural diversities of employees. The Company is
committed to nurturing, enhancing and retaining its top talent through superior learning
and organizational development. This is a part of our Corporate HR function and is a
critical pillar to support the organization's growth and its sustainability in the long
run.
The number of Employees of the Company are 568 (268 Company Employees
and 300 Contract Employees). The relationship between average increase in remuneration and
Company's performance is as per the appropriate performance benchmarks and reflects short
and long term performance objectives appropriate to the working of the Company and its
goals.
The industrial relations continued to remain cordial and peaceful and
your Company continued to give ever increasing importance to training at all levels and
other aspects of H. R. D.
42. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
No amount to be transferred to the Investor Education and Protection
Fund by the Company.
43. INSURANCE
The movable and immovable properties of the Company including plant and
Machinery and stocks where ever necessary and to the extent required have been adequately
insured against the risks of fire, riot, strike, malicious damage etc. as per the
consistent policy of the Company.
44. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in such a manner, so
as to ensure safety of all concerned, compliances of environmental regulations and
preservation of natural resources.
45. GRATUITY
The Company has entered in to an agreement with Life Insurance
Corporation of India for covering its Gratuity Liability and has thus provided for the
same. A Gratuity Trust Fund has been created with Life Insurance Corporation of India.
46. DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of the financial statements, the Company has
followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013.
The significant accounting policies which are consistently applied are set out in the
Notes to the Financial Statements.
47. DEMATERIALIZATION OF EQUITY SHARES
The majority Shareholding of the Company is in demat mode. The ISIN No.
allotted is INE520Y01019.
48. INSIDER TRADING POLICY:
As required under the Insider Trading Policy Regulations of SEBI, your
Directors have framed and approved Insider Trading Policy for the Company i.e. 'Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information'
and 'Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated
Persons/Insiders'. The Policy is available on the Company's website.
49. FINANCE
The Company is enjoying Working Capital facilities from Canara Bank,
HDFC Bank. Apart from working capital facility, The Company has one term loan of ?3 Crores
from Canara Bank. The Company is generally regular in payment of interest and principal
50. ACKNOWLEDGMENT
Your Directors thanks all the Stakeholders including, Investors,
Customers, Vendors, Bankers, Auditors, Consultants and Advisors for their continued
support during the year. We also place on record our appreciation of the contributions of
our employees at all the levels.
The Management is deeply grateful for the confidence and faith that all
the stakeholders have reposed in them.
Your Directors look forward for their continued support in the future
for the consistent growth of the Company.
  Â