To,
The Members,
Your Directors have pleasure in presenting their 33 Annual Report on the business and operations of the Company along with Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS OF THE COMPANY
2. FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS
Information on the operational and financial performance of the Company is given in the Management Discussion and Analysis Report, which is annexed to the Report and is in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
3. CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the Listing Regulations and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2023-24 have been prepared in compliances of the applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.
4. DIVIDEND
The money retained shall be ploughed back for Company?s expansion program and to carry on the business activities of the Company. In view of the above your directors are not in a position to declare any dividend on Equity Shares.
5. SHARE CAPITAL
The authorised share capital of the Company as on 31%t March, 2024 was Rs. 2700 Lakhs (Rupees Twenty-Seven Hundred Lakhs) divided into 2,50,00,000 (Two Crore Fifty Lakhs Only) equity shares of face value of Rs. 10/- (Rupees Ten) each and 200000 (Two Lakh) redeemable preference shares of Rs. 100/- (Rupees Hundred) each.
During the year, the authorised capital of the Company was increased from Rs. 2300 Lakhs (Twenty- Three Hundred Lakhs) consisting 2,10,00,000 (Two Crore Ten Lakhs Only) equity shares of face value of Rs, 10/- (Rupees Ten) each and 200000 (Two Lakh) redeemable preference shares of face value of Rs. 100/- (Rupees Hundred) each to Rs. 27,00,00,000/- (Rupees Twenty-Seven Crore Only) Consisting of 2,50,00,000 (Two Crore Fifty Lakhs Only) Equity Shares of Re. 10/- (Rupee Ten) each and 2,00,000 Redeemable Preference Shares of Rs. 100/- each.
The paid-up equity share capital of the Company as on 31% March, 2024 was Rs. 990.16 Lakhs divided into 9901597 equity shares of the face value of Rs. 10/-.
During the year, the Company has converted 6400000 warrants into equity shares so, the paid-up capital of the Company stands increased from Rs. 350.16 Lakhs divided into 3501597 equity shares of the face value of Rs. 10/- to Rs. 990.16 Lakhs divided into 9901597 equity shares of the face value of Rs. 10/-.
During the year, the Company has issued 17,30,000 warrants convertible into equity shares to persons belonging to Promoter category and to persons belonging to non-Promoter category on preferential basis. The warrants were issued at Rs. 572/- (including premium of Rs. 562/-) partly paid up 25% i.e. Rs. 143 per warrant. The Company does not have any scheme for the issue of shares, including sweat equity to the employees or directors of the Company. The Company does not have a scheme for the purchase of its shares by employees or by trustees for the benefit of employees.
TRANSFER TO RESERVES
During the financial year 2023-24, Company has not transferred any amount to the General Reserves.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and or commitments affecting the financial position of the Company between the end of the financial year i.e. March 31, 2024 and the date of the Report.
CHANGE OF NAME OF THE COMPANY
The name of the Company was changed from ‘IM+ Capitals Limited? to ‘Fedders Holding Limited? w.e.f. 19.06.2024. The Company has taken necessary approvals for the name change of the Company and now the new name of the Company is reflected everywhere.
CHANGE OF REGISTERED OFFICE OF THE COMPANY
The Company has changed its registered office of the Company from ‘GF 72, World Trade Center, Babbar Road, Connaught Place, New Delhi- 110001? to ‘Cc-15, RDC, Raj Nagar, Ghaziabad- 201001 (U.P.)? w.e.f. 12.04.2024.
10. OPERATING RESULTS AND BUSINESS OPERATIONS
The Company has achieved Revenue from Operations of Rs. 41.02 Lakhs during the financial year 2023-24 as compared to Rs. 44.57 Lakhs during the financial year 2022-23. Decrease in revenues is mainly on the account of decrease in operations of the Company. The operating profit (profit after tax) for the financial year 2023-24 was Rs. 499.64 Lakhs as compared to Rs, 21.72 Lakhs during the financial year 2022-23.The tax expenses of the Company for current year are Rs. 148.96 Lakhs (including deferred tax credit of Rs. 1.55 Lakhs) as compared to Rs 7.19 Lakhs in the previous year. Earnings per Share (EPS) of the Company for the FY 2023-24 is Rs. 5.45/- as against Rs. 0.62/- in F.Y 2022-23 as per Standalone financial statement of the Company. While Earnings per Share (EPS) of the Company for the F.Y 2023-24 is Rs. 102.26/- as against Rs. 59.17/- in FY 2022-23 as per consolidated financial statement of the Company.
11. HUMAN RESOURCES DEVELOPMENT
The Company has continuously framed policies & adopted structures that help to attract the best external talent and promote internal talent to higher roles & responsibilities. The Company is focused to improve the knowledge, ability, skills, and other talents of employees which in turn provides for an open work environmentfostering continuous improvement and development that helped several employees realize their career aspirations. As a result, Fedders Holding Limited (Formerly known as IM+ Capitals Limited) HR department has strengthened its impact in its day-to-day functioning, and is raising its standard of excellence to ensure timely availability of necessary talent and capabilities and engage and help employees to perform sustainably and in maximizing the growth of employees & organizationas a whole.
12. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassmentof Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2023-24, the Company has not received any complaints on sexual harassment and also, no complaint is pending on sexual harassment.
13. DOCUMENTS PLACED ON THE WEBSITE (www.imcapitals.com)
The following documents among others have been placed on the website in compliance with the Companies Act, 2013 and other statutory requirements: e Details of unpaid dividend as per IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 as per Section 124(2); e Financial Statements including consolidated financial statements, of the Company along with all other documents required as per Section 136(1); e Details of the Vigil Mechanism as per Section 177(10); e The terms and conditions of appointment of the independent directors as per Schedule IV.
14. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance Report and Management Discussion and Analysis report are attached and form part of the Annual Report.
15. STATUTORY AUDITORS AND SECRETARIAL AUDITORS
Statutory Auditors
M/s O. Aggarwal & Co., Chartered Accountants, H-3/11-A, Krishna Nagar, Delhi- 110051, the Statutory Auditors of the Company, having firm registration number 005755N with the Institute of Chartered Accountants of India, was appointed for a period of 5 years from the financial year 2022-23 to the financial year 2026-27 and same was approved by the members of the Company at the 315 AGM. Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 315 AGM. Secretarial Auditor Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Chetna Bhola & Associates, Company Secretaries as the Secretarial Auditor of the Company to undertake Secretarial Audit of the Company for FY 2023-24. The Secretarial Audit Report is annexed herewith as annexure. Internal Auditor In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. Punam Gupta & Associates, Chartered Accountants, as the Internal Auditorsof the Company for Financial year 2023-24 and takes their suggestions and recommendations to improve and strengthen the internal control systems.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of activities being carried out by the Company, the disclosure concerning energy conservation measures, technology absorption and Research & Development efforts are not applicable to the Company. Further during the year under review, Company has no foreign exchange earnings and outgo.
17. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/Board/ Committees was carried out and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and on self-evaluation basis. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). A separate meeting of the independent directors (“Annual Independent Directors meeting”) was convened on 07/02/2024, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. After convening the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board?s Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.
18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. Company has Two (02) Subsidiary M/s IM+ Investments & Capital Private Limited & M/s Feeders Electric and Engineering Limited (Wholly owned subsidiary) as on March 31, 2024. In the current year, the following entities who earlier were the Associates of IM+ Capitals Limited, namely Advance Dealtrade Private Limited, Anugrah Commosales Private Limited and Versatile Dealtrade Private Limited. Due to Amalgamation of Anugrah Commosales Private Limited and Versatile Dealtrade Private Limited in Advance Dealtrade Private Limited vide amalgamation order dated 21.07.2023 w.e.f. 15.09.2022 and proportionate shares were allotted on dated 16.02.2024 of Advance Dealtrade Private Limited for share of Anugrah Commosales Private Limited & Versatile Dealtrade Private Limited. After the effect of amalgamation holdings of IM+ Capitals Limited in Advance Dealtrade Private Limited as on 31.03.2024 is 19.98 %. Company has one Joint Venture- SMC & IM Capitals Investment Manager LLP (Partnership Firm) Further the Report on the performance and financial position of each the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed form AOC-1 is annexed to this Report.
19. REGISTRAR AND TRANSFER AGENT OF THE COMPANY
M/s Link Intime India Pvt Ltd having its office at Noble Heights, 1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi-110058 was appointed as Registrar and share transfer agent (RTA) for the financial year 2023-24.
20. DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.
21. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Tanya Singhal, (DIN: 08930315), retires by rotation at the ensuing annual general meeting. Being eligible, she has offered herself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his re-appointment on the Board.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), of the person seeking re-appointment/ appointment as Director are also annexed to the Notice convening the annual general meeting. There being no other change apart from mentioned above from the end of financial year to the date of notice. Key Managerial Personnel During the Financial year 2023-24, Mr. Brahma Nand Garag resigned from the post of CFO of the Company and Mr. Bijay Kumar Pathak was appointed as CFO of the Company w.e.f. 29.07.2023
22. DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:
a) In the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards have been followed and there are no material departures;
b) We 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 and of the profit of the Company for the financial year;
c) We have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) We have prepared the annual accounts on a going concern basis;
e) We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and
f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
23. DISCLOSURE ON INTERNAL FINANCIAL CONTROLS
The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational, which includes its design implementation and maintenance along with periodical internal review of operational effectiveness and sustenance. This ensures orderly and efficient conduct of its business, including adherence to the Company?s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Internal financial controls with reference to the financial statements were adequate and operating effectively.
24. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the year under review, Advance Dealtrade Private Limited, Anugrah Commosales Private Limited and Versatile Dealtrade Private Limited ceased to be the Associate Companies due to Amalgamation of Anugrah Commosales Private Limited and Versatile Dealtrade Private Limited in Advance Dealtrade Private Limited vide amalgamation order dated 21.07.2023 w.e.f. 15.09.2022.
25. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards in the Financial Year 2023-24.
26. INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the Code for Corporate Disclosures (“Code”), as approved by the Board from time to time, are in force by the Company.
27. SIGNIFICANT AND MATERIAL ORDERS
The Company has changed its registered office from the state of New Delhi to the state of Uttar Pradesh. Subsequently, Regional Director, Northern Region has passed the order dated 09" January, 2024 for shifting of Registered office of the Company from one state to another. The Company has taken in-principal-approval from BSE Limited for change of name of the Company from "IM+ CAPITALS LIMITED” to "FEDDERS HOLDING LIMITED?.
28. CHANGE IN NATURE OF BUSNIESS
During the year there is no change in nature of business of the Company under review.
29. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act and the Rule 5(1) of Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the Company. a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2023-24: Median Salary (Annual) of employees for the Financial Year 2022-23 is Rs. 8.64 Lakhs. b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year 2023-24:
Cc. The percentage increase/decrease in the median remuneration of employees in the financial year 2023-24 is 6.01.
d. The number of permanent employees on the rolls of company as on 31% March, 2024 are (2) Two.
e. The explanation on the relationship between average increase in remuneration and Company performance: The increase in remuneration is in line with the market trends.
f. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:
g. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. The average increase in salaries of employees other than managerial personnel is approximately equal to percentile increase in the managerial remuneration; there is no exceptional increase in managerial remuneration. h. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company.
i. The key parameters for any variable component of remuneration availed by the directors: N.A.
j» The ratio of the remuneration of the highest paid director to that of the employees who are not directors butreceive remuneration in excess of the highest paid director during the year: Being directors are paid sitting fee only, details are not provided.
k. The Company hereby affirms that the remuneration is as per the remuneration policy of the Company. The Company?s remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high-performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company. The information required under Section 197 of the Act and the Rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the Company, is as follows: - A. Detail of Top ten employees in terms of remuneration drawn during F.Y 2023-24 are as:
The information required under Section 197 of the Act and the Rule 5(2) of Companies (Appointment and Remuneration) Rules,2014 in respect of employees of the Company, is as follows: -
30. EXTRACT OF ANNUAL RETURN
As per MCA Vide Notification dated 05.03.2021, the extract of Annual Return in Form No.MGT-9 is not required under Section 92 of the Companies Act, 2013 for the financial year ending March 31, 2024.
31. NUMBER OF MEETINGS OF THE BOARD
Sixteen (16) meetings of the Board of Directors of the Company were held during the year. For details of the meetings, please refer to the Corporate Governance Report, which forms part of the Annual Report.
32. INDEPENDENT DIRECTORS? DECLARATION
The Company has received necessary declaration from Mr. Akshay Parmar & Mr. Rahul Chaudhary Independent Directors of the Company under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015. Further, there has been no change in the circumstances which may affect their status as independent director during the year.
33. COMPANY'S POLICY OF DIRECTORS? APPOINTMENT AND REMUNERATION
The Company?s policy on Directors? appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are available on the website of the Company under the heading investor zone at www.imcapitals.com. We affirm that remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.
34. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
In compliance with Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company has formulated Code of Conduct for the Board members and senior management personnel of the Company so that the Company?s business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company. All the members of the Board and senior management personnel have affirmed compliance with the Code of Conduct. Declaration by the Chairman It is hereby declared that the Company has obtained from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the said Code of Conduct.
35. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
Directors are related to each other within the meaning of the term “relative” as per Section 2(77) of the Act and SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015. Details given in Corporate Governance Report forming part of this report.
36. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
There were no guarantees or security given and investments made by the Company however; the Company has given Loans as per Section 186 of the Companies Act, 2013. The details of the transactions are disclosed in the Note no. 33 to the financial statements.
37. TRANSACTIONS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to in Sub- Section (1) of Section 188 in the prescribed Form AOC-2 are given in Annexure.
38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, no amount was transferred to IEPF. 39. RISK MANAGEMENT
The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company?s process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.
40. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
The Company has no shares lying in demat suspense account or unclaimed suspense account.
41. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.
42. VIGIL MECHANISM
The Company has established a vigil mechanism for adequate safeguards against victimization of directors and employees of the Company for details please refer to the Corporate Governance Report attached to the Annual Report.
43. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.
44. ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.