IVP Ltd Directors Report

To

The Members

Your Directors have pleasure in presenting the 95^th Annual Report on business and operations together with the Audited Financial Statements for the year ended March 31, 2024.

SUMMARY OF FINANCIAL PERFORMANCE:

The summary of the Companys financial performance for the financial year ended on March 31, 2024 is furnished below:

Particulars	2023-24	2022-23
Incomes
Revenue from operations	54,610	66,095
Other income	303	284
Total income	54,913	66,379
Expenses
Operating expenditure	52,696	63,354
Depreciation and amortization expenses	554	520
Total Expenses	53,250	63,874
Profit before exceptional items and tax	1,663	2,505
Exceptional items (Net)	-	1,290
Profit before tax	1,663	3,795
Tax expenses/(credit)
Current tax	528	627
Tax in respect of earlier year	2	5
Deferred tax	(95)	361
Total tax expenses	435	993
Profit for the year	1,228	2,802
Opening balance of retained earnings	7,683	4,975
Other comprehensive income (Net of Tax)
Remeasurement loss on defined benefit plans	15	61
Amount available for appropriation	8,926	7,838
Appropriations
Dividend on equity shares	155	155
Closing balance of retained earnings	8,771	7,683

FINANCIAL PERFORMANCE:

The Company achieved revenue from operations of 54,610 Lakhs during the current year as against 66,095 Lakhs during the previous year. Profit after tax for the current year was 1,228 Lakhs as compared to Profit after tax of 2,802 Lakhs in the previous year.

The Companys performance has been discussed in detail in the "Management Discussion and Analysis Report" which forms a part of this report.

DIVIDEND:

The Directors have recommended a Dividend of 1 per Equity Share of 10 each, out of the current years profit, on 1,03,26,263 Equity Shares of 10 each amounting to 103 Lakhs. The final dividend on Equity Shares, if approved by the Members, would involve a cash outflow of 103 Lakhs.

SHARE CAPITAL:

The paid-up Share Capital of the Company as on March 31, 2024 stood at 10,32,62,630 comprising of 1,03,26,263 equity shares of 10/- each. During the year under review, the Company has not issued any equity shares with or without differential rights, granted stock options or issued sweat equity shares.

LISTING:

Equity shares of the Company are listed on BSE Limited (BSE) and on National Stock Exchange of India Limited (NSE). The Company has paid the requisite listing fees to the Stock Exchanges up to the financial year 2024-25.

TRANSFER TO RESERVES:

The Directors have decided to retain the entire amount of 8,771 Lakhs in the retained earnings.

CAPITAL EXPENDITURE:

The total Capital Expenditure incurred during the year was 347 Lakhs, spent on Factory Buildings, Plant & Machineries and on Information Technology.

STATE OF COMPANYS AFFAIRS:

During the financial year 2023-24, the Company focused on capacity utilisation and sales growth. Technological improvements have been undertaken at plants to reduce manual efforts and improve safety standards. The Company remained focused on its long term vision throughout the year and achieved better capacity utilisation. The Company uses operational excellence tools to standardize its processes and activities and ensure efficient systems.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2)(e) read with Para B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE REPORT:

The Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations.

In compliance with the provisions of Regulation 34 of SEBI ("Listing Regulations") read with Schedule V to SEBI Listing Regulations, a report on Corporate Governance along with a Certificate from M/s. Amit Jaste & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Listing Regulations are included as a part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Mandar P. Joshi (DIN: 07526430) Whole-Time Director & Chief Executive Officer, retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders approval for his re-appointment forms part of the Notice.

Additional information, pursuant to Regulations 36(3) of the Listing Regulations, in respect of the Directors seeking appointment/re-appointment in AGM, forms a part of the Notice.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 ("the Act") and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In terms of Regulation 17(1A) of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, appointment of Mr. T. K. Gowrishankar (DIN: 00847357) Non-Executive & Non-Independent Director, is required to be regularised since he will be attaining the age of 75 years on of March 16, 2025. A resolution seeking Shareholders approval for his continuation forms part of the Notice.

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:

Mr. Mandar P. Joshi - Whole-Time Director and Chief Executive Officer, Mr. Rakesh Joshi - Chief Financial Officer and Mr. Jay R Mehta - Company Secretary.

DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors possess requisite integrity, experience, expertise

and proficiency required under all the applicable laws and policies of the Company.

As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors are registered under the Independent Directors Databank.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2024, the Board of Directors hereby confirms that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024 and of the profit of the Company for the same period;

c) 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial control procedures which commensurate with its size and the nature of business.

The Company has appointed M/s. Aneja Associates, Chartered Accountants, as Internal Auditors who periodically conduct independent audit of the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements, if any. The Audit Committee meets every quarter to review and discuss the Internal Audit reports and follows up on action plans of past significant audit issues and compliance with the audit plan. The Internal and Statutory Auditors of the Company discuss their audit findings and updates with the Committee and submit their views directly to the Committee. Separate discussions are held with the Internal Auditors to focus on compliance issues and to conduct detailed reviews of the processes and internal controls in the Company.

During the year under review, no material or serious observation has been received from the Auditors of the Company for the inefficiency or inadequacy of such controls.

The Audit Committee of the Board of Directors approves the annual internal audit plan and periodically reviews the progress of audits as per approved audit plans.

NUMBER OF MEETINGS OF THE BOARD:

The Board met four times during the Financial Year 2023-24. The details of which are given in the Corporate Governance Report which forms part of this Annual Report.

BOARD EVALUATION:

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and in accordance with the requirements prescribed under the Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, contribution at the meetings, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017.

In a separate meeting of Independent Directors:

i) Performance of Non-Independent Directors and the Board as a whole was evaluated;

ii) Performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Director was evaluated;

iii) The quality, quantity and timeliness of flow of information between the Company Management and the Board that was necessary for the Board to effectively and reasonably perform their duties was evaluated.

The same was discussed in the Board Meeting held subsequently to the meeting of the Independent Directors. The performance of the Board, its Committees and of individual Directors was also reviewed by the Board. The performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

COMPANYS POLICY ON NOMINATION, REMUNERATION, BOARD DIVERSITY AND EVALUATION:

In terms of the applicable provisions of the Act, read with the Rules made thereunder and the Listing Regulations, the Company has formulated a Policy on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management and other Employees, Board Diversity and Evaluation of Directors. The salient features/terms of reference of the aforesaid policy as provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report. The Nomination and Remuneration Policy can be accessed on the website of the Company at www.ivpindia.com

AUDIT COMMITTEE:

The details pertaining to the composition of the Audit Committee has been provided in the Corporate Governance Report which forms part of this report.

AUDITORS:

i) Statutory Auditors:

M/s. Rajendra & Co., Chartered Accountants (Firm Registration No.: 108355W), were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 92^nd AGM of the Company to hold office till 97^th AGM to be held in the year 2026.

The report of the Statutory Auditors along with notes to schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

ii) Cost Auditors:

M/s. Kishore Bhatia & Associates, Cost Accountants, were appointed by the Board of Directors as the Cost Auditors for auditing the Cost Accounts of the Company for the year ended March 31, 2025.

The remuneration as fixed by the Board of Directors is required to be ratified by the Members at the ensuing AGM of the Company.

The Board of Directors recommends the ratification of the Cost Auditors remuneration at the ensuing AGM.

The Cost Audit Report for the financial year 2022-23 has been filed within due date and it does not contain any qualification, reservation or adverse remark.

iii) Secretarial Auditors:

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. A. A. Mulla & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the FY 2023-24. The Secretarial Audit Report is enclosed as "Annexure A" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in "Annexure B" to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Members are requested to take a note that as per provisions of Section 135 of the Act and Rules made thereunder, the Company spent 37,01,362/-* (Rupees Twenty Six Lakhs Sixty Seven Thousand Five Hundred and Ten only) for construction of Two new classrooms for students of different grades at Salwad School, Boisar, during financial year 2023-24.

The salient features/terms of reference along with details of the composition of the Corporate Social Responsibility Committee, the brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Corporate Governance Report which forms part of this Annual Report.

The content of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee is available on the website of the Company at https://www.ivpindia.com/policies.

The Companys CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in "Annexure C" to this report.

*^10.33 Lakhs was adjusted against excess CSR funds spent in previous three years.

VIGIL MECHANISM AND WHISTLE

BLOWER POLICY:

Pursuant to the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the Listing Regulations, a Vigil Mechanism for Directors and Employees to report genuine concerns/grievances has been established. During the year under review, no employee was denied access to the Audit Committee. The Vigil Mechanism and Whistle Blower Policy as approved by the Board of Directors is available on the website of the Company at https://www.ivpindia.com/policies

During the year, Company had also conducted training & awareness sessions on Vigil Mechanism & Whistle Blower for all the employees of the Company.

RELATED PARTY TRANSACTIONS:

All transactions with related parties entered into during the financial year 2023-24 were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the Rules made thereunder. There were no transactions which were material (considering the materiality thresholds prescribed under the Act and Regulation 23 of the Listing Regulations). Accordingly, no disclosure is made in respect of the Related Party Transactions in the prescribed Form AOC-2 in terms of Section 134 of the Act and Rules made thereunder.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. There were no transactions of the Company with any person or entity belonging to the Promoter(s)/Promoter(s) Group which individually holds 10% or more shareholding in the Company.

The details of the related party transactions are set out in notes to the Financial Statements.

All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the Related Party Transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted on a quarterly basis. A statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://www.ivpindia.com/policies

HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company continues to be the Subsidiary Company of Allana Exports Private Limited together with other subsidiary companies. The Company does not have any Subsidiaries, Associates or Joint Venture Companies.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act and the Rules framed thereunder, the Annual Return for the Financial Year ended March 31, 2024 is available on the website of the Company at https://www.ivpindia.com/financials

REMUNERATION OF THE DIRECTORS/

KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

The information required pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is given in the "Annexure D" to this report.

Details of employees remuneration as required under Section 197 of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours and shall be made available to any shareholder on their request.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The information on Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act is not applicable as no such Loans, Guarantees have been given or Investments have been made by the Company.

RISK MANAGEMENT:

The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control.

The Audit Committee reviews the adequacy of the risk management framework and reviews are conducted on an ongoing basis based on a comprehensive risk-based audit plan prepared by the internal auditor. The Internal Audit team reviews and reports to the management and the Audit Committee about compliance with internal controls, and the efficiency and effectiveness of operations as well as the key process risks which is reviewed by audit committee on quarterly basis. The Board undertakes periodic review of various matters including risk management, forex, internal audit reports, etc.

INSURANCE:

All assets of the Company are adequately insured.

EMPLOYEES RELATIONS:

Employees relations continued to remain cordial and satisfactory during the financial year. The total number of permanent employees as on March 31, 2024 was 208.

SEXUAL HARASSMENT AT WORKPLACE:

The Company has formulated a Policy on prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is aimed at providing every woman at the workplace a safe, secure and dignified work environment.

The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, including constitution of the Sexual Harassment Committee i.e. Internal Complaints Committee.

No. of compliants at the beginning of the Financial year 2023-24: NIL

No. of complaints filed during Financial Year 2023-24: NIL

No. of complaints disposed off during Financial Year 2023-24: NIL

No. of complaints pending as on March 31, 2024: NIL

SECRETARIAL STANDARDS:

The Company has complied with all the applicable provisions of Secretarial Standards as issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate affairs (MCA), Government of India.

COST ACCOUNTS AND COST RECORDS:

The Company is required to maintain Cost Records under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

As required under the above mentioned provisions, the Cost Accounts and Cost Records have been maintained by the Company.

GREEN INITIATIVES:

Pursuant to the relevant circulars issued by Ministry of Corporate Affairs (MCA), Government of India and Securities & Exchange Board of India (SEBI) Notice of the AGM and the Annual Report of the Company for

the year 2023-24, the said documents have been sent only by email to the shareholders who have registered their email address with the Company/Depository Participant(s).

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year under review:

• There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report;

• The Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014;

• There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future;

• The Auditors of the Company have not reported any fraud as specified under the Section 143(12) of the Act;

• There has been no change in the nature of business of the Company;

• The Company has not issued any sweat equity shares to its directors or employees;

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

• There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS:

Your directors place on record their appreciation for the continuous support received from Banks and Central/State Government Departments. The directors would also like to record their appreciation for the dedication shown by the employees of the Company at all levels.

Place: Mumbai

Date: May 23, 2024

Registered Office:

Shashikant N. Redij Marg,

Ghorupdeo, Mumbai - 400 033.

CIN: L74999MH1929PLC001503

Tel: 022-35075360

E-mail ID: ivpsecretarial@ivpindia.com

Website: www.ivpindia.com

 

T. K. Gowrishankar

Chairman

DIN: 00847357