Dear Shareholders,
The Board of Directors of your Company are pleased to present the 33rd Annual Report on
the operations and business of the Company along with the Audited Financial Statements of
the Company for the year ended 31st March 2023.
FINANCIAL RESULTS
The Standalone & Consolidated performance for the financial year ended 31st March
2023 is as under:
(' in lakhs)
|
Standalone |
Consolidated |
| Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Total Income |
17,916.45 |
22,049.96 |
17,916.45 |
22,049.96 |
| Less: Operating Expenses |
15,991.53 |
17,436.50 |
15,993.42 |
17,437.16 |
| Less: Finance Cost |
1,357.71 |
1,572.12 |
1,357.71 |
1,573.85 |
| Profit/ (Loss) before depreciation and tax |
567.20 |
3,041.34 |
565.32 |
3,038.95 |
| Less: Depreciation |
420.84 |
509.15 |
420.84 |
509.15 |
| Profit/ (Loss) before Tax and exceptional items |
146.36 |
2,532.19 |
144.48 |
2,529.80 |
| Less: Provision for Tax |
670.03 |
(730.38) |
670.02 |
(730.38) |
| Net Profit/ (Loss) after Tax |
(523.66) |
3,262.57 |
(525.54) |
3,260.18 |
| Share of Profit/ (Loss) of Joint Ventures |
- |
- |
(378.08) |
6,297.25 |
FINANCIAL PERFORMANCE
During the period under review, the Company has achieved on standalone basis, revenue
of Rs. 17,916.45 Lakhs as against Rs. 22,049.96 lakhs in the previous year. The Company
has incurred a net loss after tax of Rs. 523.66 Lakhs as against a net profit after tax of
Rs. 3,262.57 lakhs in the previous year.
During the same period, the Company has on consolidated basis, achieved a revenue of
Rs. 17,916.45 Lakhs as against Rs. 22,049.96 lakhs in the previous year. The Company, on a
consolidated basis, has incurred a net loss of Rs. 903.62 lakhs as against a net profit of
Rs. 9,557.44 lakhs in the previous year.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year
ended 31st March 2023.
STATE OF AFFAIRS
Operation
During the year under review, the Company has achieved a revenue from operations of Rs.
17,681.95 lakhs as against Rs. 20,843.45 Lakhs in the previous year.
During the year under review, the Company generated 63.92 million units of power as
against 60.31 million units during the previous year.
FUTURE PROSPECTS
The outlook and future prospects of the Company are presented in the "Management
Discussion and Analysis Report" forming part of this Report.
AL-TAMMAN INDSIL FERROCHROME LLC (ATIFC)
ATIFC had a muted year on account of overall down trend in ferrochrome markets.
Al-Tamman Indsil Ferro Chrome LLC has achieved a turnover of 70.80 million dollars in
the current financial year as against 81.71 million dollars in the previous year on which
the Company had incurred a net loss of 0.91 million dollars as against a net profit of
16.94 million dollars in the previous year.
INDSIL ENERGY GLOBAL FZE, WHOLLY OWNED SUBSIDIARY
There were no operations in Indsil Energy Global (FZE) during the year under review. As
such, there was no revenue generated from the subsidiary.
TRANSFER TO RESERVES
The Company has not transferred any amount to its reserves during the year under
review. However, the current year loss of Rs. 523.66 lakhs has been adjusted against the
head retained earnings.
DIVIDEND
The Board of Directors has not recommended any dividend on equity shares of the Company
for the financial year ended 31st March 2023 keeping in view the requirements of funds for
future growth.
For the financial year ended 31st March 2023, the Board of Directors of the Company had
declared four interim dividends of Rs. 0.20 per share (2%) each cumulating to 0.80 per
share (8%) on the 8% Cumulative Redeemable Preference Shares of Rs. 10/- each resulting in
a total cash outflow of Rs.120 lakhs. Accordingly, the Board of Directors have recommended
that the interim dividends already declared be considered as final dividend on preference
shares for the financial year ended 31st March 2023.
TRANSFER OF UNCLAIMED DIVIDEND / SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 124 & 125 of the Companies Act, 2013, unclaimed/unpaid dividend
relating to the financial year 2014-15 is due for remittance to the Investor Education and
Protection Fund established by the Central Government.
Further, pursuant to Section 124(6) of the Companies Act, 2013 read with Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, 19,054 Equity Shares of Rs.10/- each on which dividend had remained unclaimed for a
period of seven years have been transferred to the credit of the demat account identified
by the IEPF Authority during the year under review.
SHARE CAPITAL
The issued, subscribed and paid-up Share Capital of the Company as at 31st March 2023
stood at Rs. 42,79,11,220/- consisting of 2,77,91,122 Equity Shares of Rs.10/- each and
1,50,00,000 8% Cumulative Redeemable Preference Shares of Rs.10/- each. There was no
change in the share capital of the Company during the year under review.
ANNUAL RETURN
The Annual Return of the Company for the financial year 2022-23 as required under
Section 92(3) of the Companies Act, 2013 is available on the website of the Company and
can be accessed on the Company's website at https:// www.indsil.com/investors-relation/.
BOARD MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW
During the year under review, 9 (Nine) Meetings of the Board of Directors were held.
Further details regarding the meetings of Board of Directors and Committees thereof are
provided under the Corporate Governance Report annexed herewith.
STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and such systems are adequate and operating
effectively. The Company has duly complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Meeting of the Board of Directors (SS-1) and
General Meeting (SS-2).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 with respect
to Directors' Responsibility Statement, the Board hereby confirms that-
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed and there were no material departure from those standards.
b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 and of
the loss of the Company for that period.
c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
d) the Directors had prepared the annual accounts on a going concern basis.
e) 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
f) the Directors had devised proper system to ensure compliance with the provisions of
all the applicable laws and such systems were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THE
COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There were no instances of frauds identified or reported by the Statutory Auditors
during the course of their audit pursuant to Section 143(12) of the Companies Act, 2013.
DECLARATION OF INDEPENDENT DIRECTORS
All the Independent directors have given declarations to the effect that they meet the
criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read
with Schedules and Rules issued thereunder and Regulation 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and that their name is included in the data
bank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules,
2014 (as amended).
COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER
MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013
The Board has on the recommendation of the Nomination and Remuneration Committee,
framed a policy for fixing the remuneration of Directors, Key Managerial Personnel, Senior
Management Personnel and Employees of the Company. The Nomination and Remuneration Policy
of the Company is annexed herewith as Annexure 1 and can also be accessed on the
Company's website at the link https://www.indsil.com/investors-relation/.
COMMENTS ON AUDITOR'S REPORT
There were no other qualifications, reservations, adverse remarks or disclaimers made
by M/s.Raja & Raman, Statutory Auditors, in their report.
In respect of the observations made by Secretarial Auditors in their report, your
directors wish to state as follows:
| S. No. |
Auditor Qualification or adverse remark |
Directors Reply |
| 1. |
During the year under review, the Company has declared interim dividends on the 8%
Cumulative Redeemable Preference Shares of Rs. 10/- each on 1st April 2022 and 11th August
2022 which was subsequently paid on 12th April 2022 and 22nd August 2022 respectively.
However, the Company has not deposited the said dividends in a scheduled bank in a
separate bank account within 5 (five) days from the date of declaration of dividend as
required under Section 123(4) of the Companies Act, 2013. |
The Company will ensure that there are no such instances going forward |
| 2. |
The Company has not filed the Annual Performance Report of M/s. Indsil Energy Global
(FZE), a wholly owned subsidiary of the Company situated at Sharjah, United Arab Emirates
for the year ended 30th April 2022 as required under Regulation 10(4) of the Foreign
Exchange Management (Overseas Investment) Regulations, 2022. |
The Company is in the process of filing the Annual Performance Report. |
Apart from the above, there were no qualifications, reservations or adverse remarks or
disclaimers made by M/s. MDS & Associates LLP, Company Secretaries, Secretarial
Auditors in their report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
During the year under review, the Company has not made any investments or granted any
loan or given any security or guarantee pursuant to the provisions of Section 186 of the
Companies Act, 2013. However, the details in respect of loans & investments made by
the Company in the earlier years are disclosed in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions entered into by the Company with related parties as defined under
the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 during the financial year 2022-23 were in the ordinary
course of business and on arms' length basis.
The particulars of contract and arrangement entered into by the Company with related
parties referred to in Section 188(1) of the Companies Act, 2013 which are material in
nature are disclosed in Annexure 2 (Form No. AOC-2) and forms part of this Report.
The policy on Related Party Transactions as approved by the Board of Directors of the
Company has been uploaded on the Company's website and may be accessed through the link at
https://www.indsil.com/investors-relation/.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year as on 31st March 2023
and the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is furnished in Annexure
3 and is attached to this Report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
The risk management and minimization procedure adopted and followed by the Company is
adequate in relation to the nature and size of the business. The same is reviewed
periodically for improvement.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
Since the Corporate Social Responsibility obligations of the Company in a financial
year is less than Rs.50 lakhs, the Board of Directors of the Company at their meeting held
on 19th August 2022 have dissolved the Corporate Social Responsibility Committee pursuant
to Section 135(9) of the Companies Act, 2013 and the functions of the Committee have been
taken over by the Board of Directors.
The Company's CSR objective is promoting education, including special education and
employment enhancing vocational skills to children, medical aid, health care, sanitation,
drinking water, rural development, employment opportunities, old age homes, protection of
natural resources, public libraries, human rights and such other initiatives prescribed
under Schedule VII of the Companies Act, 2013. The Company has developed Corporate Social
Responsibility Policy in line with the activities mentioned in Schedule VII of the
Companies Act, 2013 and the same is posted on the Company's website at the link
https://www.indsil.com/investors-relation/.
The Annual Report on CSR activities undertaken by the Company during the financial year
is set out in Annexure 4 to this report in the format prescribed under the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and is attached to this
report.
ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS
AND COMMITTEES
On the advice of the Board of Directors, the Nomination and Remuneration Committee of
the Board of Directors of the Company formulated the criteria for evaluation of the
performance of the Board of Directors & its Committees, Independent Directors and
Non-Independent Directors of the Board. Based on that, performance evaluation has been
undertaken. The Independent Directors of the Company have also convened a separate meeting
for this purpose.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
The Board of Directors have evaluated the Independent Directors appointed during the
year 2022-23 and opined that the integrity, expertise, and experience (including
proficiency) of the Independent Directors is satisfactory.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Sri S Varadarajan (DIN: 08744090), Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible offer himself for re-appointment.
The Board of Directors have re-appointed Sri K Ramakrishnan (DIN: 02787942) as
Whole-time Director of the Company for a period of 3 years with effect from 1st June 2024
on the terms and conditions as set out in the Notice convening the Annual General Meeting.
Necessary resolution in this regard has been included in the Agenda of the Notice for the
approval of the members.
The Board recommends their appointment / re-appointment.
During the year under review, Smt. Manju Sharma (DIN: 08855406) and Sri V Murali (DIN:
08999898), Independent Directors, resigned from the Board of Directors of the Company with
effect from 19th August 2022 due to their personal commitments and Sri. Vinod Narsiman
(DIN: 00035746), Managing Director resigned from the Directorship of the Company with
effect from 17th September 2022. The Board wishes to place on record their sincere
appreciation for the valuable contributions made by them during their tenure as Directors
of the Company.
Further, Smt. Gayatri Vijaikumar (DIN: 09659550) and Smt. T Kalaivani (DIN: 09706304)
were appointed as Additional Directors (Independent Non-Executive) of the Company with
effect from 19th August 2022 and were subsequently appointed as Independent Directors of
the Company for a period of 5 years with effect from 19th August 2022 by the members at
their 32nd Annual General Meeting held on 28th September 2022.
Further, Sri. K Ganesan (DIN: 09760661) was appointed as an Additional Director
(Nominee of Sunmet Holdings India Private Limited) of the Company with effect from 13th
October 2022 and was subsequently appointed as a Nominee Director of the Company pursuant
to obtaining the approval of the members through postal ballot on 15th December 2022.
Ms. Rajkumari R, Company Secretary and Compliance Officer of the Company resigned from
the Company with effect from 28th March 2023. Subsequently, Sri. Kalidoss U was appointed
as Company Secretary and Compliance Officer of the Company with effect from 1st July 2023.
The Key Managerial Personnel of the Company as required pursuant to Section 2(51) and
203 of the Companies Act, 2013 are Sri. Ramakrishnan K, Whole Time Director, Sri R Murali,
Chief Financial Officer and Sri. Kalidoss U, Company Secretary.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has one wholly-owned subsidiary viz. M/s. Indsil Energy Global (FZE),
Sharjah Airport International Freezone (SAIF) and one joint venture company viz. Al-Tamman
Indsil Ferro Chrome LLC.
The highlights of performance of joint ventures and their contribution to the overall
performance of the company during the period review have been disclosed earlier in this
report.
Al-Tamman Indsil Ferro Chrome LLC has been considered as a Joint Venture for the
purpose of consolidation in the Financial Statements.
The Board has approved a policy for determining material subsidiaries which has been
uploaded on the Company's website and can be accessed at the link
https://www.indsil.com/investors-relation/.
A report containing the salient features of the subsidiary and Joint Venture as
required under Section 129(3) of the Companies Act, 2013 in Form AOC-1 is attached
herewith as Annexure 5 to this report.
The consolidated financial statements of the Company and its subsidiaries prepared in
accordance with the applicable accounting standards have been annexed to the Annual
Report. The Annual Accounts of the Subsidiary Companies are posted on the website of the
Company viz., www.indsil.com and will also be kept open for inspection by the shareholders
at the Registered Office of the Company. The Company shall also provide copy of the Annual
Accounts of Subsidiary Companies to the shareholders upon their request.
DEPOSITS
The Company has not accepted any deposits covered under Chapter V of the Companies Act,
2013 and hence, there are no deposits remaining unclaimed or unpaid as on 31st March 2023.
Accordingly, the question of default in repayment of deposits or payment of interest
thereon, during the year, does not arise.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There is no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and Company's operation in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has put in place proper systems and procedures to detect and protect the
Organizational resources both tangible and intangible. The Company has also put in place
the following to ensure the adequacy of internal financial controls:
• the Company maintains all its records in ERP System and the workflow and
approvals are routed through ERP.
• the Company has appointed Internal Auditors to check the Internal Controls and
also check whether the workflow of the Organization is in accordance with the approved
policies of Financial Statements, Internal Auditors will
present to the Audit Committee, the Internal Audit Report and Management Comments on
the Internal Audit observations; and
The Directors and Management confirm that the Internal Financial Controls (IFC) are
adequate with respect to the operations of the Company. A report of Auditors pursuant to
Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial
Controls is annexed with the Auditors Report.
MAINTENANCE OF COST RECORDS AS MANDATED BY THE CENTRAL GOVERNMENT
Pursuant to the provisions of Section 148(1) of the Companies act, 2013 read with
Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost
records. Accordingly, the Company has duly made and maintained the cost records as
mandated by the Central Government.
AUDITORS
STATUTORY AUDITORS
M/s. Raja & Raman (Firm Registration No. 003382S), Chartered Accountants,
Coimbatore were appointed as Statutory Auditors of the Company for a period of 1 (one)
year at the 32nd Annual General Meeting held on 28th September 2022, and they hold office
till the conclusion of this 33rd Annual General Meeting of the Company. Since the Company
is required to rotate the Statutory Auditors on completion of their term as per the
provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, the Audit Committee and the Board of Directors, at their respective
meeting(s) held on 7th August 2023, has recommended the appointment of Ms. K. R. Divya
(Membership Number 228896), Chartered Accountant, Coimbatore, as the Statutory Auditor of
the company in the place of the retiring Statutory Auditor, who shall hold office for a
period of five consecutive years from the conclusion of this ensuing 33rd Annual General
Meeting till the conclusion of the 38th Annual General Meeting of the Company.
The Company has also obtained necessary consent under Section 139 and eligibility
certificate under Section 141 of the Companies Act, 2013 from Ms. K. R. Divya (Membership
Number 228896), Chartered Accountant, Coimbatore to the effect that her appointment, if
made, would be in conformity with the provisions of the Companies Act, 2013. Accordingly,
necessary resolution has been included in the Agenda of the Notice convening the ensuing
33rd Annual General Meeting of the Company. Your Directors recommend her appointment.
COST AUDITOR
Pursuant to the provision of Section 148 of the Companies Act, 2013 and as per the
recommendation of the Audit Committee, the Board of Directors, have appointed Sri B
Venkateswar (Membership No. 27622), Cost Accountant, Coimbatore as Cost Auditor of the
Company for the financial year 2023-24. Further, the remuneration payable to the Cost
Auditor for the financial year 2023-24 has been ratified by the members at their
Extra-Ordinary General Meeting held on 28th July 2023.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. MDS & Associates LLP, Company Secretaries, to undertake the Secretarial
Audit of the Company for the financial year 2022-23. The report of the Secretarial Auditor
is annexed herewith as Annexure 6 to this report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR
No applications have been made and no proceedings are pending against the Company under
the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
The disclosure under this clause is not applicable as the Company has not undertaken
any one-time settlement with the banks or financial institutions during the year under
review.
PARTICULARS OF EMPLOYEES
The disclosure as required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed herewith as Annexure 7.
EMPLOYEE STOCK OPTION SCHEME
The Company has implemented the Indsil Hydro Power and Manganese Limited Employee Stock
Option Scheme 2018 (Indsil ESOS 2018). The Nomination and Remuneration Committee
administers and monitors the Employees' Stock Option Scheme of the Company. The disclosure
pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 is
given in Annexure 8 to this report.
The Company has received a Certificate from the Secretarial Auditors of the Company
that the above referred Scheme had been implemented in accordance with the SEBI (Share
Based Employee Benefits) Regulations, 2014 and the resolutions passed by the members in
this regard.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has been employing women employees in various cadres within the
Office/factory premises. The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint
received from any employee during the financial year 2022-23 and hence no complaint is
outstanding as on 31.03.2023 for redressal.
MANAGEMENT DISCUSSION AND ANALYSIS
The report on Management Discussion and Analysis is annexed herewith as Annexure 9 to
this report.
CORPORATE GOVERNANCE
A report on Corporate Governance is annexed and forms part of this report. The Company
has complied with the conditions relating to Corporate Governance as stipulated in SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDIT COMMITTEE
The Company has an Audit Committee in accordance with the provisions of Section 177 of
the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Kindly refer to the Section on Corporate Governance,
under the head ‘Audit Committee' for matters relating to the composition, meetings
and functions of the Committee. The Board has accepted all the recommendations of Audit
Committee during the year whenever required and hence no disclosure as required under
Section 177(8) of the Companies Act, 2013 with respect to rejection of any recommendations
of Audit Committee by Board is necessary.
VIGIL MECHANISM (WHISTLE BLOWER POLICY)
The Company has constituted a Vigil Mechanism as required under the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company
has adopted a formal mechanism to the Directors and employees to report about unethical
behaviour, suspected fraud or violation of Code of Conduct and ethics. The Policy aims at
conducting the affairs in a fair and transparent manner by adopting the highest standards
of professionalism, honesty, integrity and ethical behaviour. The policy can be accessed
on the Company's website at the link https://www.indsil.com/investors-relation/.
CEO/CFO CERTIFICATION
As required under SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015,
the Whole-Time Director and the Chief Financial Officer have furnished necessary
Certificate to the Board on the financial statements presented.
ACKNOWLEDGEMENTS
Your Directors are extremely thankful to the bankers for their continued support. Your
Directors acknowledge and express their grateful appreciation for the co-operation and
support received from Government Authorities, Kerala State Industrial Development
Corporation, employees, customers and suppliers. They also thank the shareholders for the
confidence reposed by them in the management of the Company and for their continued
support and cooperation.
For and on behalf of the Board
K RAMAKRISHNAN WHOLE-TIME DIRECTOR
DIN:02797842
S VARADARAJAN DIRECTOR
DIN: 08744090
Place: Coimbatore
Date: 07.08.2023
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