To 

The Members, 


The Board of Directors are pleased to present the Annual Report of the Company together
with the audited Financial Statements for the year ended March 31,2023.


FINANCIAL RESULTS AND STATE OF THE COMPANY'S AFFAIRS 



  

    
Particulars
    
STANDALONE
    
CONSOLIDATED
  
  

    

    
2022-23 
    
2021-222 
    
2022-23 
    
2021-222
  
  

    

    
(Rs. In Lakh)
    
(Rs. in lakh)
    
(Rs. in lakh)
    
(Rs. in lakh)
  
  

    
Sales and other Income
    
25,224.32
    
17,333.50
    

    
17,340.56
  
  

    
Profit before Finance Cost & Depreciation
    
2,202.65
    
721.55
    

    
689.87
  
  

    
Finance Cost
    
32.89
    
16.83
    

    
16.83
  
  

    
Profit before Depreciation
    
2,169.76
    
704.72
    

    
673.04
  
  

    
Depreciation
    
445.71
    
418.27
    

    
418.27
  
  

    
Exceptional Items
    
-
    
-
    

    
-
  
  

    
Profit after exceptional and before tax (including discontinued
    operations)
    
1,724.05
    
286.45
    
Not 
Applicable 
    
254.77
  
  

    
Profit after tax (before minority)
    
1,323.66
    
259.18
    

    
205.20
  
  

    
Profit after tax (after minority)
    
1,323.66
    
259.18
    

    
207.22
  
  

    
Transfer to General Reserve
    
-
    
-
    

    
-
  
  

    
Interim Dividend
    
236.25
    
236.25
    

    
-
  
  

    
Final Dividend
    
393.75
    
393.75
    

    
-
  



PERFORMANCE REVIEW 


During the year under review your Company had net revenue of Rs. 252.24 crores as
against Rs.173.33 crores in the previous year. The Profit before finance cost and
depreciation amounted to Rs. 22.03 crores as against Rs. 7.22 crores in the previous year.

The financial results and the results of operations, including major developments have
been further discussed in various sections of this report.

During the year, the Company witnessed increase in sales due to correction in market
post COVID recovery. This trend is expected to continue in this fiscal year as well.


INTERNAL FINANCIAL CONTROLS 


The Company has policies and procedures in place for ensuring orderly and efficient
conduct of its business including adherence to the Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely preparation of reliable financial
information. The details of internal control system are given in the Management Discussion
and Analysis Report (MDAR).


DIVIDEND 


During the year, the Board of Directors had declared Interim Dividend of Rs. 0.90/- per
equity share of face value of Rs. 2/- each (45%) on November 07, 2022 which has been paid
on November 25, 2022.

The Board of Directors are pleased to recommend a Final Dividend of Rs. 1.50/- per
Equity Share of face value of Rs. 2/- each (75%) for the Financial Year 2022-2023, thus
making a total Dividend of Rs. 2.40/- per Equity Share of Rs. 2/- each (120%).

Subject to the approval of the Shareholders at the ensuing Annual General Meeting, the
Final Dividend will be paid to those Members whose name appears on the Register of Members
of the Company as on close of business hours of August 3, 2023 if shares are held in
physical form; in respect of shares held in dematerialized form it will be paid to those
members whose names are furnished by NSDL and CDSL, as beneficial owners as on July 27,
2023.


INVESTOR EDUCATION AND PROTECTION FUND 


Final Dividend which was declared by the company for the year ended March 31,2016 at
the Annual General Meeting held on May 27, 2016 and remained unclaimed will be transferred
to the Investor Education and Protection Fund Authority (IEPF) of the Central Government
within 30 days from July 02, 2023 pursuant to the provisions of Companies Act, 2013.
Thereafter, no claim shall lie on final dividend for the year ended March, 2016 from the
shareholders. Notice for unpaid dividend is attached with this annual report.

Details of unclaimed dividend and equity shares in respect of which dividend remained
unpaid for a period of 7 consecutive years were transferred to Investor Education and
Protection Fund Authority during the year are as under-


  

    
Year
    
Type
    
Amount transferred to IEPF (in Rs.)
    
Date on which dividend 
transferred to IEPF
    
Number of shares transferred to IEPF
    
Date on which shares transferred to IEPF
  
  

    
2014-15
    
Final
    
5,80,012.50
    
27.09.2022
    
7,750
    
29.09.2022
  
  

    
2015-16
    
Interim
    
3,76,488.00
    
15.12.2022
    
5,995
    
20.12.2022
  


Details of resultant benefit during the year i.e. Dividend arising out of the shares
already transferred to IEPF are as under-


  

    
Year
    
Total number of Shares lying in IEPF on the date of declaration of
    Dividend
    
Dividend directly transferred to IEPF (in Rs.)
  
  

    
2021-22 (Final)
    
2,70,486
    
2,36,890.40
  
  

    
2022-23 (Interim)
    
2,77,236
    
2,42,965.40
  



TRANSFER TO RESERVES 


The Company has not transferred any amount to the Reserve for the financial year ended
March 31,2023. 


MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY


No material changes have occurred and commitments made, affecting the financial
position of the company, between the end of the financial year of the company and the date
of this report.

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


DIRECTORS AND KEY MANAGERIAL PERSONNEL 


Mr. Shiv Vikram Khemka (DIN - 01214671), who retires by rotation at this meeting and
being eligible has offered himself for re-appointment. The Board recommends the
re-appointment of Mr. Shiv Vikram Khemka as Director liable to retire by rotation. The
information in terms of Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 has been provided in this notice convening the Annual
General Meeting.

Mr. Harjiv Singh (DIN: 00507695), will complete his second term on May 23, 2023 and
will cease to be the Independent Director of the Company.

The Board places on record deep appreciation for guidance and support provided by Mr.
Harjiv Singh during his tenure with the Company.

Board has, on the recommendation of Nomination and Remuneration Committee, appointed
Mr. Sushil Kumar Dalmia (DIN: 00061625) as Additional and Independent Director of the
Company w.e.f. May 24, 2023. Appointment of Mr. Sushil Kumar Dalmia shall be subject to
approval of Shareholders in the ensuing Annual General Meeting of the Company.


INDEPENDENT DIRECTORS' DECLARATION 


Independent Directors have confirmed and declared that they are not disqualified to act
as an Independent Director in compliance with the provisions of Section 149 of the
Companies Act, 2013. The Board confirms that the Independent Directors fulfill all the
conditions specified in the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015 making them eligible to act as Independent
Directors.


BOARD MEETINGS 


The details of number and dates of meetings held by the Board and its Committees,
attendance of Directors and sitting fee/ commission/ remuneration paid to them is given
separately in the attached Corporate Governance Report.


EVALUATION OF THE BOARD'S PERFORMANCE 


In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of
the Board, its committees and of individual directors was carried out during the year
under review. More details on the same are given in the Corporate Governance Report.

The performance evaluation of Independent Directors was done by the entire Board of
Directors on January 25, 2023 and in the evaluation, the directors who were subject to
evaluation did not participate. The Board opined that the Independent Directors meet the
criteria of persons with integrity and possess relevant expertise / experience, including
proficiency (where required) and fulfilling the conditions specified in the Act for
appointment as Independent Directors and are independent of the Management.


NOMINATION AND REMUNERATION POLICY 


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

During the year, the Policy was amended to change the constitution, roles &
responsibilities and criteria of payment of commission to Non-Executive Directors, in line
with provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015.

The policy is available on the company's website and web link for the same is
https://indagrubber.com/uploads/ document/NRC_policy.pdf. The policy is designed to
attract, motivate and retain manpower by creating congenial work environment and
inculcating a sense of belonging, besides offering appropriate remuneration package and
superannuation benefits. The appointment and remuneration of Executive Directors is based
on merit and seniority of person. Non- Executive Directors are paid sitting fee and
commission in accordance with the Companies Act, 2013.


STAKEHOLDERS' RELATIONSHIP COMMITTEE 


Stakeholders' Relationship Committee comprised of Mr. Harjiv Singh as Chairman and Mr.
Nand Lal Khemka & Mr. Vijay Shrinivas as members.

Mr. Harjiv Singh will cease to be the Chairman of the Stakeholder's Relationship
Committee w.e.f May 23, 2023 and in his place Mr. Raj Agarwal would be appointed as the
Chairman w.e.f May 24, 2023. The other members of the Committee comprise of Mr. Nand Lal
Khemka and Mr. Vijay Shrinivas.

The details of terms of reference of the Committee, member, dates of meetings held and
attendance of the Directors are given separately in the Corporate Governance Report.


AUDIT COMMITTEE 


Audit Committee comprised of Mr. Raj Kumar Agrawal as Chairman and Mr. Nand Lal Khemka,
Mr. Harjiv Singh and Mr. P. R. Khanna as members. During the year, Mr. P R Khanna vacated
the office of Chairman of the Audit Committee, while continued as a Member w.e.f. 10
August, 2022. Mr. Raj Agarwal was appointed as the Chairman of the Committee w.e.f August
10, 2022. Mr. Harjiv Singh will cease to be the Member of the Audit Committee w.e.f 23
May, 2023. Mr. Sushil Dalmia has been inducted as a Member of the Committee w.e.f May 24,
2023. Mr. Nand Lal Khemka continues to be the Member of the Audit Committee.

The details of terms of reference of the Audit Committee, member, dates of meeting held
and attendance of the Directors are given separately in the Corporate Governance Report.


VIGIL MECHANISM 


Company has a vigil mechanism for directors and employees to report their concerns
about unethical behavior, actual or suspected fraud or violation of the company's Code of
Conduct. The mechanism provides for adequate safeguards against victimization of directors
and employees who avail of the mechanism. In exceptional cases, directors and employees
have direct access to the Chairman of the Audit Committee. Vigil Mechanism (Whistle Blower
Policy) is available on the company's website www.indagrubber.com.


DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 


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

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

During the financial year 2022-2023, the details of the complaints were as under-


  

    
1.
    
Number of complaints filed during the financial year
    
Nil
  
  

    
2.
    
Number of complaints disposed of during the financial year
    
Not Applicable
  
  

    
3.
    
Number of complaints pending as on end of the financial year
    
Nil
  



CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO 


The particulars required to be furnished under Section 134(3)(m) of the Companies Act,
2013 read with Companies (Account) Rules, 2014 are set out in Annexure ‘I',
which forms part of the report.


COMMITMENT TO QUALITY AND ENVIRONMENT 


Indag recognizes quality and productivity as a pre-requisite for its operations and has
implemented ISO 9001:2015 standards and ISO 14001:2015 standards.

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


CORPORATE SOCIAL RESPONSIBILITY


Corporate Social Responsibility Committee comprised of Mr. Uday Harsh Khemka as the
Chairman and Mr. Nand Lal Khemka, Mr. Prithvi Raj Khanna, Mr. Shiv Vikram Khemka and Mr.
Vijay Shrinivas as the members.

During the year, we continued CSR activities towards improving the quality of life
inter alia, of the community in and around Nalagarh through health programs, education and
better agricultural and dairy farming practices. We also continued our support to five (5)
Navi Disha Schools at Nabha engaged in imparting education to under privileged students.
Details about CSR policy and initiatives taken by the Company during the year are
available on company's website www.indagrubber.com

The web-link of the same is https://indagrubber.com/uploads/document/CSR_Policy1.pdf
Report on CSR activities is given in Annexure ‘II' forming part of this
report.


PARTICULARS OF EMPLOYEES 


Information in accordance with the provisions of Section 134(3)(q) and Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, regarding employees is given in Annexure
‘III'.


SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES 


SUN-AMP Solar India Private Limited, a subsidiary of the Company, is under the process
of voluntary winding up. The company has framed a Policy for determining Material
Subsidiary.


RELATED PARTY TRANSACTIONS 


All related party transactions entered by the company during the financial year were in
the ordinary course of business and at arm's length basis and were entered with the
omnibus/prior approval of the Audit Committee, which were periodically placed before the
Board for review. The details of the transactions with related party are provided in the
company's financial statements in accordance with the applicable provisions / Accounting
Standards.

Disclosure required under Schedule V of SEBI LODR Regulations 2015 read with Regulation
34(3) is given as under:


  

    
Sr.
    
no.
    
Disclosures of amounts at the year end and the maximum amount of
    loans/ advances/ Investments outstanding during the year.
    
Details
  
  

    
i
    
• Loans and advances in the nature of loans to subsidiaries by
    name and amount.
    
NIL
  
  

    

    
• Loans and advances in the nature of loans to associates by name
    and amount.
    
NIL
  
  

    

    
• Loans and advances in the nature of loans to firms/companies in
    which directors are interested by name and amount.
    
NIL
  
  

    
2
    
Investments by the loanee in the shares of parent company and
    subsidiary company, when the company has made a loan or advance in the nature of loan.
    
NIL
  


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


AUDITORS 


Khanna & Annadhanam, Chartered Accountants, the Statutory Auditors of the Company
were re-appointed in the 43rd Annual General Meeting held on July 28, 2022 for
a period of 5 (five) consecutive years to hold the office until the conclusion of 48th
Annual General Meeting of the Company.

There are no qualifications, reservation, or remarks made by the Auditors in their
Report.


SECRETARIAL AUDIT 


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


COST AUDITORS 


Based on the recommendation of Audit Committee, the Board approved the appointment of
Shome & Banerjee, Cost Accountants, as the Cost Auditors of the company for the
financial year 2023-2024 at a remuneration of Rs. 1,50,000/- plus out of pocket expenses
and taxes. The proposed remuneration of the Cost Auditors would be approved by the members
in the ensuing General Meeting.

In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 the cost accounts and records are being made and maintained by the
company.

Cost Audit Report for the financial year ended on March 31,2022 was filed on August 18,
2022.


REPORTING OF FRAUDS BY AUDITORS 


During the year under review, none of the Auditors have reported to the Audit
Committee, or to the Board, under section 143(12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees.


LOANS, GUARANTEES OR INVESTMENTS 


The company has made investments in securities of other body corporate(s) and given
guarantees in the ordinary course of its business, the details of which are given in Note
‘7 & 13' to Financial Statements, which are within the limits prescribed under
Section 186 of the Companies Act, 2013.


DEPOSIT 


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


MANAGEMENT DISCUSSION & ANALYSIS REPORT 


Management Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed
herewith as Annexure ‘V' to this Report.

The development and implementation of risk management policy has been covered in the
Management Discussion and Analysis Report.


ANNUAL RETURN 


The particulars required to be furnished under Section 92(3) read with Section 134(3)
of the Companies Act, 2013 and with Companies (Management and Administration) Rules, 2014
as prescribed will be available at company's website link at
https://indagrubber.com/investorrelation/detail/1/1


LISTING 


The equity shares of your Company are listed on the BSE Limited.


DEMATERIALISATION OF SHARES 


The shares of your Company are being traded in electronic form and the Company has
established connectivity with both the depositories i.e. National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the
numerous advantages offered by the depository system, members are requested to avail the
facility of dematerialization of shares with either of the depositories as aforesaid. As
on March 31,2023, 99.2% of the share capital stands dematerialized.


CORPORATE GOVERNANCE


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


CODE OF CONDUCT 


Directors, Key Managerial Personnel and Senior Management of the company have confirmed
compliance with the Code of Conduct applicable to the directors and employees of the
company and the declaration in this regard made by the CEO & Whole Time Director forms
a part of this report of the directors. Code of Conduct is available on the company's
website www.indagrubber.com.


COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE 


The certificate from RMG & Associates, Practicing Company Secretaries confirming
compliance with the requirements of Corporate Governance as stipulated in Schedule V of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the
Annual report.


COMPLIANCE WITH SECRETARIAL STANDARD 


Secretarial Standard 1: Meetings of the Board of Directors and Secretarial Standard 2:
General Meetings, as applicable have been complied with by the company.


DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT- 



  

    
Particulars
    
Number of shareholders
    
Number of shares
  
  

    
A. Aggregate number of shareholders and the outstanding shares
    in the suspense account lying at the beginning of the year
    
62
    
19,000
  
  

    
B. Number of shareholders who approached listed entity for
    transfer of shares from suspense account during the year
    
2
    
500
  
  

    
C. Number of shareholders to whom shares were transferred from
    suspense account during the year
    
2
    
500
  
  

    
D. Number of shareholders who have not claimed dividend for
    last 7 years, and whose shares have been transferred to IEPF account of MCA from Demat
    Suspense Account
    
17
    
4,500
  
  

    
E. Aggregate number of shareholders and the outstanding shares
    in the suspense account lying at the end of the year.
    
The voting rights on these shares shall remain frozen till the rightful
    owner of such shares claim the shares
    
43
    
14,000
  



ANNEXURES FORMING A PART OF BOARD'S REPORT 


The Annexures referred to in this Report and other information which are required to be
disclosed are annexed herewith and form a part of this Report:


  

    
Annexure
    
Particulars
  
  

    
I
    
Particulars of Conservation of Energy, Technology Absorption and
    Foreign Exchange Earnings and Outgo
  
  

    
II
    
Report on Corporate Social Responsibility
  
  

    
III
    
Particulars of Employees under Section 134(3)(q) and Section 197(12)
    of the Companies Act, 2013
  
  

    
IV
    
Secretarial Audit Report
  
  

    
V
    
Management Discussion and Analysis Report
  



CAUTIONARY STATEMENT 


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

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

The Company assumes no responsibility in respect of the forward-looking statements,
which may undergo changes in future on the basis of subsequent developments, information
or events.


DIRECTOR'S RESPONSIBILITY STATEMENT 


Your Directors wish to inform members that the Audited Accounts containing Financial
Statements for the Financial Year 2022-23 are in conformity with the requirements of the
Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form
and substance of transactions carried out during the year and reasonably present the
Company's financial condition and results of operation.

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

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

ii) That the Directors had 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 at the end of financial
period and of profit or loss of the Company for that period;

iii) That the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the applicable provisions for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a "going concern
basis".

v) That the Directors had 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) That the Directors had devised proper system to ensure compliance with the
provision of all applicable laws and that such systems were adequate and operating
effectively.

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


APPRECIATIONS 


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


  

    

    
For and on behalf of the Board of Directors
  
  

    

    
Indag Rubber Limited
  
  

    

    
Nand Lal Khemka
  
  

    
Place : New York
    
Chairman & Managing Director
  
  

    
Date : May 5, 2023
    
DIN: 00211084