ICE Make Refrigeration Ltd
Chairman Speech
STANDING TALL.
DELIVERING CONSISTENTLY.
The financial year 2022-23 was ' healthy in terms of revenue which was backed by strong
growth across the value chain.
Dear Shareholders,
It gives me immense pleasure to address all of you and share Ice Make's performance,
progress, and notable achievements for the financial year 2022-23. At the outset, I thank
each one of you for your continued encouragement and support.
At Ice Make, we remain focused on creating measurable value for our customers and are
committed to delivering the highest standards of quality cooling solutions. We have been
one of the leading companies in our space, delivering with utmost trust, excellence, and
customer satisfaction. Today, there is a huge demand for cold storage equipment in
industries like pharmaceuticals & chemicals, dairy & ice cream, food processing
and hospitality, and e-commerce. Ice Make is always standing at the forefront for our
customers, especially in challenging market conditions.
Navigating the macro-economic scenario
The year 2022-23 was marked by several challenges, such as volatile and complex
geo-political situations, supply- chain tightness, and inflationary pressures. However,
there is an air of optimism around, with the long-term vision of the government and
rebounding sentiments of Indian consumers. The Indian economy is set to be on a better
footing, backed by strong macro fundamentals and prudent measures taken by the government
and regulatory bodies. While the economy is advancing well, the GDP growth for 2022-23 has
been revised to 7.2%. India is all set to witness greater achievements going forward.
Industry remains optimistic
India is currently the world's largest producer of milk, the second-largest producer of
fruits and vegetables, and has a substantial production of marine, meat, and poultry
products. Most of these are temperature-sensitive when it comes to storage and
transportation. Organized retail is expected to be among the biggest drivers of the cold
chain market in India. The food processing sector has also shown improvement in consumer
demand. The Indian government has announced the intent of establishing several mega food
parks which is likely to propel the growth of the cold storage industry. Healthcare
products such as vaccines, biopharmaceuticals, as well as clinical trial materials are
heat-sensitive and must be stored at extremely low temperatures. This is where the
expected growth in this sector is likely to drive the cold chain industry. Altogether, the
industry is optimistic, sailing through the challenges, and ready for the next leg of
growth and achievement.
Reflecting on the past year
For Ice Make, despite the challenging environment, the year gone by was full of notable
achievements and successes. During the year, in terms of the order book, we marked
consistent growth, securing an order of Rs. 11 Crores for the newly developed product
freeze-dryer from one of the renowned food processing companies in Maharashtra. In the
ammonia vertical, we received a substantial order value of Rs. 35 Crores from various
states like Jammu and Kashmir, Maharashtra, and Madhya Pradesh. We also received order for
39 units of 5-MT Solar Cold Room to be supplied in the states like Madhya Pradesh, Bihar,
and Odisha.
In terms of project fulfilment, we exclusively provided 1,200 customized freezers to
one of the leading e-commerce company-BigBasket. We completed a cold storage project in
Kanpur, Uttar Pradesh, for Namaste India Ice Cream with a storage capacity of 15,000 CFT
with -18?C to -25?C. We also completed a multi-purpose dairy processing plant in Nepal
for milk and paneer, with a total milk handling capacity of 50,000 liters. Furthermore, we
successfully completed a cold storage project with a capacity of 1,400 MT for storage of
spices in Mandsaur, Madhya Pradesh. The MS Corrugated Refrigerated container is engineered
to provide maximum impact resistance, combining robust construction with a lightweight
design.
It boasts uniform welds that minimize distortion. Our new capex planning of Continuous
Panel business is a part of our refrigeration business which shall be used in big cold
storage projects as well as infrastructure projects.
? Our Greenfield project for continuous panel is expected to be fully operational by
April 2024, with a capital expenditure of approximately Rs.50 to 60 Crores.
? We have expanded our presence in the eastern India by incorporating a subsidiary
company in West Bengal.
? The Continuous Panel business is projected to experience a 14% Compound Annual Growth
Rate (CAGR) year-on-year, while the Cold Chain and Storage business is expected to
register a CAGR of 15% to 17% from 2022 to 2027.
In terms of synergies, we have collaborated with Ashok Leyland and jointly completed
the UN Mission Refrigerated Truck Project. During the year, we incorporated a new
subsidiary named IceBest Private Limited. This expansion will enable us to cater to a
larger market size. All these achievements are a testament to this year's theme 'Driving
Growth. Expanding Possibilities.' which speaks about our strong capabilities, passion,
hard work, and innovation in every business operation.
Marking a robust performance
During the year, we marked a topline of f 313.32 Crores, up from f 206.80 Crores,
representing an uptick of 51.50%. We recorded a strong net profit of f 20.80 Crores, up
from f 7.32 Crores, compared to the previous year, resulting in an increase of 184.15%. On
a year-on-year basis, our EBITDA grew by 10.61%, from the previous year's 7.34%, resulting
in an increase of 44.55 %. Furthermore, we are committed and confident of achieving growth
within a range of 25-30% in overall profitability, with a steady EBITDA margin of 9-11%.
Our focus is on aggressively increasing the top line while maintaining a consistent PAT
margin of 5-7%.
Our technological prowess
In our current operational approach, there is potential for semi-automation, even
though achieving full automation may not be completely feasible. We regularly upgrade our
machinery to incorporate the latest technology and perform small tool-taking activities
throughout the year. However, our new Greenfield project for continuous panel
manufacturing will be fully automated, utilizing advanced technology machinery.
Sustainability initiatives at Ice Make
Ice Make has taken a conscious approach to embedding sustainability within its business
operations and decision-making process. Driven by a strong sense of environmental
responsibility, we are dedicated to contributing to the country's goal of achieving Net
Zero by 2050, further affirming our commitment to a sustainable future. Our objective is
to set clear and inclusive goals for all stakeholders, focusing on the identified material
areas. We aim to position ourselves as an industry leader and global frontrunner in
sustainability, catalysing significant positive change on a global scale.
Committed towards people and the community
Ice Make stays committed to its philosophy of giving back to the society. Our CSR
activities include categories like education, environment, health care, hunger &
poverty. In addition to these, we also have several people initiatives in place to create
a positive work environment and promote employee well-being.
In gratitude
I extend my heartfelt appreciation to all our stakeholders, our dedicated employees,
loyal customers, and supportive shareholders. It is their trust in Ice Make that has been
the foundation of our success. Together, with our shared vision and collective efforts, I
am confident that we will continue to evolve, grow, and exceed the expectations of each
stakeholder. I would like to extend my gratitude to the family members of all our
stakeholders for reposing their continuous support and trust in us.
Best Wishes,
Chandrakant P. Patel
Chairman & Managing Director.
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ICE Make Refrigeration Ltd
Directors Reports
To,
The Members,
Ice Make Refrigeration Limited
Dear Members,
Your Directors have pleasure in presenting the 14th Annual Report of the Company
together with the Audited Financial Statements for the year ended on March 31, 2023.
1. FINANCIAL PERFORMANCE / HIGHLIGHTS
The Company's financial performance for the year ended on March 31, 2023 is highlighted
below:
|
|
(Rs. In lakhs) |
| Particulars |
Standalone Results |
|
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
| Net Revenue From Operations |
30,268.86 |
20,016.71 |
| Add: Other Incomes |
154.64 |
102.52 |
| Total Income |
30,423.50 |
20,119.23 |
| Earnings before Interest, Depreciation, Tax & Amortization |
3,285.99 |
1,546.38 |
| Less: Depreciation and Amortization |
(331.07) |
(301.42) |
| Earnings before Interest & Tax |
2,954.92 |
1,244.96 |
| Less: Finance Cost |
(114.56) |
(156.80) |
| Profit Before Tax |
2,840.36 |
1,088.16 |
| Less: Provisions for Income Tax including Deferred Tax |
(735.36) |
(278.17) |
| Profit After Tax |
2,105 |
809.99 |
| Profit Carried to Balance Sheet |
2,105 |
809.99 |
| Total Reserves & Surplus |
6,923.25 |
4,961.99 |
2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY
Standalone
The Company's total revenue stood at Rs. 30,423.50 lakhs for the year ended March 31,
2023 as compared to Rs. 20,119.23 in the previous year indicating 51.22% increase from
that of March 31, 2022.
Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA) for the year was
Rs. 3,285.99 lakhs as compared to Rs. 1,546.38 lakhs in the previous year indicating
112.49% increase from that of March 31, 2022. This reflects a robust operational
performance and sustainable growth of the Company. This year EPS stood at Rs. 13.35.
Consolidated
The Company's total revenue stood at Rs. 31,332.58 lakhs for the year ended March 31,
2023 as compared to Rs. 20,680.29 in the previous year indicating 51.50% increase from
that of March 31, 2022.
Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA) for the year was
Rs. 3,323.47 lakhs as compared to Rs. 1,518.61 lakhs in the previous year indicating
118.85% increase from that of March 31, 2022.
Further, this year EPS stood at Rs. 13.19.
3. DIVIDEND:
Considering the profit, growth and future prospects of the Company, the Directors have
decided to recommend the Final Dividend of Rs. 1.80 (18 % on the face value of the share)
per Equity Shares on 1,57,79,735 Equity Shares of the Company of Rs. 10/- each for the
financial year ended on March 31, 2023. The total amount of dividend recommended is Rs.
2,84,03,523 (Two Crores Eighty Four Lakh Three Thousand Five Hundred and Twenty Three)
4. TRANSFER TO RESERVES
There has not transferred any Amount to General Reserve during the year 2022-2023.
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. IceBest Private Limited, newly incorporated on December 28, 2022 is
subsidiary Company of Ice Make Refrigeration Limited where Ice Make owns 60% shares.
Note that consolidated results does not include results of Icebest since there are no
financial transactions for the reporting period between IMRL and Icebest.
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, 2023 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.
11. SECRETARIAL AUDITOR
In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your
Company has appointed M/s. K. Jatin & 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, 2023.
The Secretarial Audit Report given by M/s. K. Jatin & Co., Practicing Company
Secretary, Ahmedabad is enclosed herewith as Annexure - 3.
The same does not contain any qualification or adverse remark.
12. COST 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,
2024.
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, 2023 remained at 1577.97 lakhs. 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 Platform 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 2023-24.
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. The
aggregate number of Equity Shares to be issued and allotted by the Company upon exercise
of Options under the Plan shall not exceed 3,92,000 (Three Lakhs Ninety Two Thousand)
Equity Shares, and as per 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 156000
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, 2023 is Rs. 13.19 and for Standalone Financial Statements for the Financial Year
ended March 31, 2023 is Rs. 13.35.
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 |
392000 |
|
| Vesting requirements |
Period of Vesting |
% of Options to be vested |
|
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 |
Rs. 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 |
109200 |
| Number of options granted during the year |
NIL |
| Number of options forfeited / lapsed during the year |
30684 |
| Number of options vested during the year |
78516 |
| Number of options exercised during the year |
78516 |
| Number of shares arising as a result of exercise of options |
78516 |
| Money realized by exercise of options (f), if scheme is implemented directly by the
Company |
44,75,412/- |
| Loan repaid by the Trust during the year from exercise price received |
NIL |
| Number of options outstanding at the end of the year |
NIL |
| 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 |
156000 |
Weighted average price per option (In f)
| Weight |
Call Value |
Weighted average price per option (In f) |
| 30% |
22.51 |
675.3 |
| 30% 40% |
26.80 30.06 |
804.0 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) |
2113 |
57 |
| Mr. Ankit Patel |
Chief Financial Officer |
1400 |
57 |
| Mr. Mandar Desai |
Company Secretary & Compliance Officer |
1400 |
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, 2023.
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 Rs. 15,77,97,350/- divided into 15779735 Equity Shares of Rs.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 05, 2017 |
| 2 |
Mr. Rajendra P. Patel |
Joint Managing Director |
September 05, 2017 |
| 3 |
Mr. Vipul I. Patel |
Joint Managing Director |
September 05, 2017 |
| 4 |
Mr. Ankit P. Patel |
Chief Financial Officer |
September 05, 2017 |
| 5 |
Mr. Mandar B. Desai |
Company Secretary and Compliance Officer |
March 02, 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 R. Kikani |
Non-Executive Women Independent Director |
September 05, 2017 |
| 2 |
Mr. Harshadrai P. Pandya |
Non - Executive Independent Director |
September 05, 2017 |
| 3 |
Mr. Krishnakant L. Patel |
Non - Executive Independent Director |
September 05, 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 11,
2023 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. Rajendra P. 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. Rajendra P. 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, the members
are requested to approve re-appointment of Mr. Chandrakant P. Patel as Managing Director,
Mr. Rajendra P. Patel and Mr. Vipul I. Patel as Joint Managing Directors of the Company
for a period of 3 years from September 05, 2023 to September 04, 2026.
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 Mr. Rajendra Patel is 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 seven times during the financial year ended on March 31,
2023. 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
| 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, 2023.
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 has given loan to its wholly owned subsidiary and has made investment in
securities of its wholly owned subsidiary and has also made investment in Units of MF
(Debt funds) which are in accordance with the provisions of section 186 of the Act.
27. MANAGERIAL REMUNERATION
| Sr. No. |
Name of the Director & Designation |
Remuneration for the year 2022-23 |
% 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 |
9,65,000 |
35.74:1 |
NIL |
| 2 |
Mr. Rajendra P. Patel, Joint Managing Director |
27,00,000 |
NIL |
NA |
9,65,000 |
35.74:1 |
NIL |
| 3 |
Mr. Vipul I. Patel, Joint Managing Director |
27,00,000 |
NIL |
NA |
9,65,000 |
35.74:1 |
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 |
24% |
| 4 |
Mr. Mandar Desai |
Company Secretary |
25% |
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 Rs. 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 Rs. 18.15 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, 2023 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, 2023, 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, 2023 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, 2023 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, 2023 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 Rs. 102 lakhs or more where employed for full year
or monthly salary of Rs. 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 627 (300 Company Employees and 327 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. DEMATERIALISATION OF EQUITY SHARES
The majority Shareholding of the Company is in demat mode. The ISIN No. allotted is
INE520Y01019.
48. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:
No agreements have been entered / executed by the parties as mentioned under clause 5A
of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures
Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the
Management or Control of the Company or impose any restriction or create any liability
upon the Company.
49. 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.
50. 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 Rs. 1.46 Crores from
Canara Bank. The Company is generally regular in payment of interest and principal.
51. DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:
There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
Further, there was no instance of one-time settlement with any Bank or Financial
Institution.
52. 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.
|
For and on behalf of the Board |
|
Chandrakant P. Patel |
|
Chairman & Managing Director |
|
DIN:02441116 |
| Place: Ahmedabad |
|
| Date: July 15, 2023 |
|
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