Corporate Overview Statutory Reports Financial Statements

distance

Annual Report 2020-21 1

Corporate Overview .........................................................02 – 03 Chairman and Managing Director’s Message ...............................................02 Statutory Reports .................................................................04 – 65 Management Discussion and Analysis ........................................................... 04 Corporate Information ........................................................................................... 11 Notice ...................................................................................................................... 12 Director’s Report ................................................................................................... 28 Annexures to the Director’s Report ................................................................... 38 Corporate Governance Report ............................................................................ 51 Financial Statements ......................................................66 – 152 Standalone.............................................................................................................. 66 Consolidated ......................................................................................................... 110

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For more investor related information please visit http://www.icemakeindia.com/financials/ Or Simply Scan

Investor Information

Market Capitalization as at March 31, 2021 CIN....................................................................... NSE Symbol....................................................... Bloomberg Code.............................................. Dividend Proposed.......................................... AGM Mode.........................................................	₹ 109.11 Crores L29220GJ2009PLC056482 ICEMAKE ICEMAKE:IN 12% Through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”)

Disclaimer: This document contains statements about expected future events and financials of Ice Make Refrigeration Limited, which are forward-looking. By their nature, forward-looking statements require the Company to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the assumptions, predictions and other forward-looking statements may not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements as several factors could cause assumptions, actual future results and events to differ materially from those expressed in the forward-looking statements. Accordingly, this document is subject to the disclaimer and qualified in its entirety by the assumptions, qualifications and risk factors referred to in the Management Discussion and Analysis section of this Annual Report.

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GOiNG ThE distance

Not all journeys make the distance gratifying. What epitomises a journey are the milestones planted as you keep walking.

Ice Make Refrigeration has been installing such milestones during its three-decadelong journey to provide customized cooling solutions to a diverse set of clients across a wide range of industries.

With the manufacture and supply of high-quality refrigeration products and equipment, and the latest booming business of temperature-controlled vehicles, Ice Make has embedded yet another milepost in its journey to provide comfortable cooling solutions to the customers.

As we make our journey to the next fiscal, we shall abide by the values inculcated in us since inception of this entity. We pledge not just to travel the distance, but to Go the Distance to provide our customers with the best in the cooling periphery.

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KEy PERFORMANCE indicators (KPis) for 2020 21

Revenue ₹ 132.62 Crores

EBITDA[#]

₹ 11.68 Crores

EBITDA Margin 8.81 %

PAT[#]

₹ 4.49 Crores

PAT Margin 3.39 %

EPS[#]

₹ 2.87

EBITDA: Earnings Before Interest, Tax, Depreciation, and Amortization #PAT: Profit After Tax

EPS: Earnings Per Share

Chairman and managing direCtor’s Message

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“

Everyone, including our local and global businesses, had a difficult fiscal year 2021. It is said that tragic events shape people and nations. COVID-19 has altered humanity’s perspective on life. However, with the rapid acceleration of vaccinations, the pandemic’s global impact is gradually improving and I am certain we shall only rise from here.

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Dear Shareholders,

It gives me immense pleasure to present to you the performance of the Company for the financial year ended March 31, 2021. Despite a series of challenges, including the novel coronavirus pandemic and the nationwide lockdowns and restrictions, alongside the consequent economic slowdown, we have successfully navigated through the hurdles and emerged stronger from the crisis.

From a macro-economic view, a contraction in global and Indian GDP resulted in a relatively weaker performance for the Company, as compared to the previous fiscal year. We believe that the Indian refrigeration sector has a tailwind, owing to its large potential demand and low penetration. This could potentially culminate into an enormous opportunity for the industry. We believe that initiatives taken by the Government over the past several years, will help realize that potential. The Ministry of Food Processing Industries (MFPI) is implementing the Scheme for Integrated Cold Chain and Value Addition Infrastructure. Furthermore, the Government of

2 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

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India has set up the National Centre for Cold Chain Development (NCCD),

with the idea of promoting research and development activities in the cold chain sector. These initiatives have proved fruitful, as is illustrated by the sanction for installation of 461 cold storages, with a combined capacity of 19.48 lakh MT, in the three years from FY 2017 to FY 2019.

With respect to growth avenues, we were marginally down and clocked marginal increase in export sales during the year as compared to the last financial year 2019-20. Our core team has identified several countries, including Nepal, Sri Lanka, Kenya, Uganda, and Ravanda, where exports could be an opportunity. Among these, in Nepal and USA, we have developed associates from whom we are getting regular business. We shall continue to assess and evaluate opportunities for these markets, and shall enter the market when we believe the risk-reward trade-off is in our favour.

Over three decades, Ice Make Refrigeration Limited has grown from a small-scale operation to a prominent player in the refrigeration industry. During the FY 2020-21, we

registered revenues of ₹ 132.62 Crores, as against ₹ 136.71 Crores in FY 2019-20. EBITDA was reported at ₹ 11.68 Crores in 2020-21, as against ₹ 14.91 Crores in FY 2019-20. PAT was registered at ₹ 4.49 Crores in 2020-21, as against ₹ 6.66 Crores FY 2019-20.

We have a portfolio of 50+ refrigeration and cooling solution products, being supplied to our diversified client

base industries, comprising Dairy, Ice-Cream, Food Processing, Horticulture, Agriculture, Pharmaceuticals, Cold Chain, Logistics, Hospitals, Hospitality and Retail among others. Interestingly, our basket of products and services are placed in such a manner, that they remain largely insulated from in the overall market. Thanks to our consistent investments in R&D, we have been able to successfully innovate and transform ourselves over the last two decades, to cater to rapidly evolving customer requirements by offering unique and innovative solutions. Our innovations and technological advancements include backward integration for in-house manufacturing of condenser and evaporator coils, redesign of chillers, and use of C5 technology.

Given the nature of this pandemic, the possibilities are limitless. We are continuously seeking the opportunities around and we are better prepared than ever to leverage our strengths and go the extra mile for our clients and communities in which we live. We have large capacities already in place and are operating at around 50% to 55% utilisation levels. As a result, we do not foresee any major Capex over the next two to three years.

I would like to thank all our valued stakeholders for their ongoing support and encouragement of the Company and its management in our endeavors. Your unwavering faith, support, and inspiration have gone a long way toward assisting us in making a value-creating organization. I’d like to express my heartfelt gratitude to our staff and employees who have demonstrated their adaptability and flexibility in the aftermath of COVID-19. We believe we are well-positioned to capitalize on this structural mega trend because of our foundation of integrity, transparency, and trust, as well as the sector tailwind and our competitive edge. We remain upbeat about our prospects for expansion. Finally, I extend my best wishes to all shareholders and their families and pray for their good health in such trying times.

Best Wishes,

Chandrakant P. Patel

Chairman & Managing Director

Annual Report 2020-21 3

Management Discussion and Analysis

GLobAL EconoMIc ovERvIEw

The economy had already been battered from 2019, and it driven further into disarray in 2020 which was all about action, reaction, alteration and subjugation, but in the end, it was more about each individual’s aspiration to fight a fatal pandemic that made the year noteworthy. There’s no hesitation in saying that the entire 2020 proved to be a very difficult year, notable for the unpredictable Covid-19 pandemic and the resultant suspension of economic activities worldwide to curb the virus spread. The global economic growth was already on the downside at 2.3% in 2019, and then an economic slowdown resulted in a contraction of 3.5% in 2020.

The Government around the globe has imposed strict and complete lockdowns, exponentially rising Covid-19 cases, and a zero to even negative-interest rate, environment weakened the world economies during the early months of the fiscal. However, post a near-complete washout in the early months, economies worldwide rebounded, owing to the staggering easing of restrictions, fall in Covid-19 cases, and various stimulus packages announced by Governments worldwide.

The world GDP growth that is projected at 6% in 2021, is subsequently expected to moderate down to 4.4% in 2022. A consistent recovery, largely based on successful vaccination drives and Government initiatives in major economies, forms the premise of this forecast. However, mutant variants of the Covid-19 virus and the highest possible subsequent wave(s) remain a concern.

InDIAn EconoMIc ovERvIEw

The Indian economy was no exception, reporting a contraction of 8.5% in FY2020-21. The strict virus containing Government restrictions impacted most sectors severely. While the essential services and related sectors were an exception here, the rest witnessed a steep decline in business. The supply side saw factories shutting down with only ‘essential items’ being allowed to continue production. The demand side took a hit due to lower spending, which again was due to employee layoffs, high unemployment rate, and the resultant lower income levels.

Indian government’s relief package and the Reserve Bank of India’s (RBI) accommodative monetary policy have helped to stabilise the economy. Between the times the Covid-19 pandemic struck India, the Centre and the RBI provided a total fiscal stimulus of 29.87 Lakh Crores. Government has rollout of multiple vaccines, aggressive immunisation

campaign, and revival of several infrastructure projects are gradually generating positive economic growth.

With strong signs of revival, the Indian economy is recovering in a V-shaped pattern. There is some uncertainty about the nature of the ongoing recovery, but the Indian economy is expected to grow by 11.5 percent in 2021, making it the only major economy expected to grow by double digits despite the COVID-19 pandemic. (Source IMF).However, it issued a warning about an increase in coronavirus infections and stated that strong multilateral cooperation is required to bring the pandemic under control worldwide and ensure universal access to COVID-19 vaccines.

InDUSTRY STRUcTURE AnD DEvELoPMEnTS

cold chain Industry and Refrigeration

The cold chain industry, comprising cold storage and cold transportation, is an emerging and rapidly growing sector in India. This, on account of the increased emphasis by commodity producers, on reducing wastage rather than increasing production. Cold Chain allow preservation for perishable products, which are temperature sensitive and require specific temperature ranges for their storage and transportation. These include meat, certain pharmaceutical products, milk, vegetables, fruits, seafood, and many more.

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2.3%
3.9%
2.9%
6%
18%
6.1%
6%
FRUITS & oIL SEEDS PULSES cEREALS
vEGETAbLES
MILK FISHERIES MEATS PoULTRY
0.8%
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(Source: Emerson Climate Technologies report titled THE FOOD WASTAGE & COLD STORAGE INFRASTRUCTURE RELATIONSHIP IN INDIA DEVELOPING REALISTIC SOLUTIONS)

The graphic represents a large percentage of several commodities that are wasted every year. The primary reason for this is the dearth of refrigerated transport

4 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Management Discussion and Analysis (contd.)

and adequate high-quality cold storage facilities for both producers as well as retailers. The most vulnerable category for a lack of cold storage is fruits and vegetables, where the annual wastage is estimated to be 18% of the total production. This can be explained by the statistics that only around 11 percent of the fruits and vegetables produced use cold storage. Waste is responsible for 50 percent of the current cost of milk in India.

Furthermore, the rapid vaccination drive in India to develop herd immunity against the novel coronavirus would necessitate a total of 1 lakh fridges and 11,500 refrigerated trucks, necessitating a massive cold storage infrastructure.

(Source: https://economictimes.indiatimes.com/prime/ economy-and-policy/indias-vaccine-drive-will-need100000-fridges-11500-refrigerated-trucks-a-cold-chainevolution/primearticleshow/78625967.cms)

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The global cold chain market size was valued at USD 210.49 billion in 2020 and it is expected to register a Compound Annual Growth Rate (CAGR) of 14.8% from 2021 to 2028.

The Indian cold chain market reached a value of nearly ₹ 1,285 billion in 2020. The industry is expected to register a CAGR of 14.3% from 2021 to 2026 to reach ₹ 2,865 billion by 2026. This growth is expected to be fuelled by rising disposable incomes, increasing middle-class population, rising organised retail, increasing production and consumption of perishable food products, rapid urbanisation and industrialisation.

The cold chain industry comprises two segmentsTemperature Controlled Warehousing (TCW) and Temperature Controlled Transportation (TCT) Vehicles also referred to as Reefer Vans.

Temperature controlled warehousing

Temperature controlled warehouses (TCW) helps in conserving the quality of the product and decreasing the post-harvest losses. Currently, they account for 90% of the overall cold chain industry and expected to witness a 1416% CAGR over next five years. The share of multipurpose cold storage is pegged to rise from 77.79% in 2016-17 to 84- 86% by 2020-21 which will lead the growth of TCW segment.

Temperature controlled Transportation

The temperature-controlled vehicles are skilfully designed reefer boxes equipped with active refrigeration. They take care of transportation of the commodities that need to be continuously maintained at lower temperatures. The temperature-controlled vehicles are not only for perishable goods but also necessary for other types of products, ranging from valuable chemicals to personal care products. These vehicles are broadly classified into primary haul vehicles and secondary haul vehicles.

Performance Review

Ice Make Refrigeration has three-decade-rich expertise in providing customised cooling solutions to a diverse set of clients across a wide range of industries by manufacturing and supply of high-quality refrigeration products and equipment. The Company has been catering to the needs of the customers from production to after-sales services. We operate under five key business verticals, which include Cold Room, Commercial Refrigeration, Industrial Refrigeration, Transport Refrigeration, and Ammonia Refrigeration.

bUSInESS REvIEw

The Company’s business is broadly classified into five categories:

Cold rooms and storage products
Commercial refrigeration products
Industrial refrigeration products
Transport refrigeration products
Ammonia refrigeration

Annual Report 2020-21 5

Management Discussion and Analysis (contd.)

cold Rooms and Storage Products

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Purpose: Preservation chambers

Materials used for building: Insulating materials, such as polyurethane foam (PUF), with refrigeration system

Industry application: Hospitality, dairy, horticulture, medicare, pharmaceuticals, frozen products, and specialty applications

Types: Given below are the types of cold rooms and storage:

Modular cold room	• Built-in a flat-pack format • Easier to install • Application in the food industry as well as other sectors that produce non-edible products
Combi cold rooms	• Separate internal temperature zones/ rooms • One room is a chilling zone (range of 2°C) • Another zone is a freezer having a sub-zero temperature
Walk-in cold rooms	• Rooms are large enough for a person to navigate through them • Installed where a large storage capacity is needed
Custom-built cold rooms	• Built as per the end users’ requirements and specifcations • Installation involves an engineering fee payable to the designer or manufacturer

Highlights 2020-21

Cold Room vertical earned a revenue of ₹ 7257.36 lakhs in 2020-21 as compared to ₹ 7,877.67 lakhs in 201920, contributing 55.23% to the total revenue during the FY2020-21.

commercial Refrigeration Products

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Purpose: Standardised temperature-controlled storage systems

Materials used for building: Insulating materials, such as polyurethane foam (PUF), with refrigeration system

Industry application: Hospitality, dairy, medicare, pharmaceuticals, retail, and speciality applications

Refrigerators Reach-in-refrigerators and merchandising refrigerators Freezer Reach-in freezer and merchandising freezers

Apart from these, there can be various types of refrigeration units specifically designed for certain applications, such as Bulk Milk Chiller, commercial ice cream freezers, and Ice Cream Mix Plant.

Highlights 2020-21

The Commercial Refrigeration vertical earned a revenue of ₹ 2463.91 lakhs in 2020-21 as compared to ₹ 2,941.76 lakhs in 2019-20, contributing 18.75% to the total revenue during the FY2020-21.

Industrial Refrigeration Products

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6 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Management Discussion and Analysis (contd.)

Purpose: Facilitating temperature-controlled storage of large quantities of inventories

Materials used for building: Insulating materials, such as coolants, coils, compressors, chambers, and conductors Industry application: Process industry, plastic, chemical, pharmaceutical, dairy, beverages, and mineral water applications

Highlights 2020-21

The Industrial Refrigeration vertical earned a revenue of ₹ 975.59 lakhs as compared to ₹ 973.42 lakhs in 2019-20, contributing 7.42% to the total revenue during FY2020-21.

Ammonia Refrigeration

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Transport Refrigeration Products

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Purpose: To maintain refrigerated trucks and trailers temperatures of 1.5°C to 4°C for cold foods or -18°C for all types of frozen foods

Materials used for building: Insulating materials, refrigeration system and others

Industry application: Dairy, frozen products, pharmaceuticals and icecream industry, bakery industry and others

Highlights 2020-21

The Transport Refrigeration vertical earned a revenue of ₹ 1467.61 lakhs in 2020-21 as compared to ₹ 1,304.20 lakhs in 2019-20, contributing 11.17% to the total revenue during the FY2020-21.

brief Introduction: Ice Make has ventured into a large turnkey refrigeration plant and project business with ammonia refrigeration. Ammonia is the only refrigerant that is exclusively and extensively used in Food and Dairy Beverage & Brewery and Ice Cream.

Highlights 2020-21

The Ammonia Refrigeration vertical earned a revenue of ₹ 975.59 lakhs in 2020-21 as compared to ₹ 487.21 lakhs in 2019-20, contributing 7.42% to the total revenue during the FY2020-21.

Financial Performance (consolidated)

		(`in lakhs)
Particulars	2020-21	2019-20
Total Revenue	13,587.10	13,815.54
EBITDA	1155.23	1398.58
EBITDA Margin	8.50%	10.12%
Proft After Tax	361.29	505.16
PAT Margin	2.66%	3.66 %
Net Worth	5631.64	5327.01
Long-Term Debt	314.45	350.01
Cash and Cash Equivalents	42.04	62.19

Annual Report 2020-21 7

Management Discussion and Analysis (contd.)

vERTIcAL wISE SALES in 2020-21 (%)

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7.42%
11.17%
18.75%
55.23%
7.42%
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COLD ROOM INDU.FREEZER COMMERCIAL
VAN AMMONIA
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ZonE wISE SALES in 2020-21 (%)

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5.05% 10.21%
8.62%
5.32%
67.58%
E w n
S nD EXPoRT
3.22%
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vERTIcAL wISE SALES in 2019-20 (%)

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9.60%
21.66%
57.99%
7.17%
COLD ROOM INDU.FREEZER COMMERCIAL
VAN AMMONIA
3.59%
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ZonE wISE SALES in 2019-20 (%)

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11.22%
9.58%
8.26%
6.60%
60.43%
E w n
S nD EXPoRT
3.91%
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8 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Management Discussion and Analysis (contd.)

Key Financial Ratio

Key Financial Ratio
name of Metric FY 2020-21 FY 2019-20	% change	Explanation, if required
Inventory turnover 2.68 3.04	11.84	NA
Current ratio 1.57 1.53	2.61	NA
Debt equity ratio (Times) 0.91 0.81	12.35	NA
Debtors’ turnover (Days) 64 63	1.59	NA
Operating proft margin (%) 25.78 28.46	9.42	NA
Net proft margin (%) 3.39 5.25	35.43	NA
Return on net worth 7.59 12.95	41.39	NA
Interest coverage ratio (Times) 4.90 6.78	27.73	NA

Quality control

The Company has a committed team for quality assurance and quality control with qualified and technical persons at the helm. Further, to give an update on various stages of refrigeration and insulation we have a well-equipped laboratory.

Human Resources

The Company’s employee base consists of a mix of skilled, semi-skilled, and unskilled labour. It believes in connecting with all employees at the grassroots level, which enhances their performances. To be in a globally competitive business, ICE Make has always focused on employee empowerment. It has consistently upgraded its human resources through various training programmes to enhance skills and nurture talent. As of March 31, 2021, the Company had (256) employees and (249) contract employees, many of whom place the Company’s interest above their own. Our subsidiary – Bharat Refrigerations Private Limited had (24) company employees and (25) contract employees as of March 31, 2021. Our experienced team, having seen many such economic down-cycles in the past, has been quick to respond with the strategies, which have proved to be fruitful in tackling the current economic environment.

Risk Management

The Company recognises that every business has its inherent risks and it is required to possess a proactive approach to identify and mitigate them. The Company regularly examines the internal and external environment to identify risks and decide on possible mitigation strategies.

Risk	Mitigation
Cost risk	By its inherent nature, the cold storage industry is a low-margin industry. As a result, our gross, operating, and net proft margins are low. However, our operating effciencies and emphasis on cutting corners, without compromising on quality, allows us to offer value for money for our marquee clientele base.
Competition risk	Due to low-margins the industry is relatively unattractive for new entrants. There are also signifcant upfront costs involved for new entrants, thus giving a barrier to entry. Within existing competitors, our distinctly differentiated product quality and brand image, alongside a larger scale of operations compared to unorganised players, help us mitigate the risk posed by competition.
Raw material price fluctuation risk	Our backward integration into coil manufacturing (condenser coil and evaporator coil in Dantali) and technical up-gradation through Cyclopenten (C5H8) helps us mitigate this risk
Labour dispute risk	We maintain an open and positive relationship with all employees, subcontractors, workers, and others. This was proven by zero instance of any such dispute so far
Customer attrition risk	Our quality control, customised solutions, and robust after-sales services help us retain customers.

Internal control Systems

The Company has effective, efficient, and adequate systems of internal controls, incorporated throughout the enterprise. The Company’s Internal and Statutory Auditors review the adequacy of internal controls regularly and thus help

Annual Report 2020-21 9

Management Discussion and Analysis (contd.)

mitigate/avoid fraud or any other discrepancies in the daily operational activities of the Company. The Audit Committee periodically reviews the findings of Internal and Statutory Auditors and advises the Management with corrective policies and controls to be adopted by the Company, consistent with the organisational requirements.

cautionary Statement

Statements in the Management Discussion and Analysis report describing the Company’s objectives, projections,

estimates, and expectations may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed and implied. Important factors that could make a difference to the Company’s operations include among others, economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws, and other statutes and incidental factors.

10 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

CORPORATE INFORMATION

BOARD OF DIRECTORS

CHANDRAKANT P. PATEL

Chairman & Managing Director DIN: 02441116

COMPANY LAW CONSULTANTS

KASHYAP R. MEHTA & ASSOCIATES

Practicing Company Secretaries, Ahmedabad

RAJENDRA P. PATEL

Joint Managing Director DIN: 02441138

VIPUL I. PATEL

Joint Managing Director DIN: 02473121

REGISTERED OFFICE

B-1, Vasupujya Chamber, Near Navdeep Building, Income-Tax Cross Road, Ahmedabad 380009, Gujarat, India

PLANT & CORPORATE OFFICE

DARSHA R. KIKANI

Independent Director DIN: 00155791

HASMUKH B. PATEL

Independent Director DIN: 00051983

HARSHADRAI P. PANDYA

Independent Director DIN: 03372010

KRISHNAKANT L. PATEL

Independent Director DIN: 01336433

226, Dantali Industrial Estate, Gota Vadsar Road, Near Ahmedabad City, Taluka Kalol, District Gandhinagar 382721 Gujarat, India

CORPORATE IDENTIFICATION NUMBER

CIN: L29220GJ2009PLC056482

CONTACT DETAILS

Tel.: +91 – 98791 07881 / 884 Email: [email protected] Website: www.icemakeindia.com

REGISTRAR & SHARE TRANSFER AGENT

LINK INTIME INDIA PRIVATE LIMITED

CHIEF FINANCIAL OFFICER

Ankit P. Patel

COMPANY SECRETARY & COMPLIANCE OFFICER

Mandar B. Desai

STATUTORY AUDITORS

UMESH SHAH & ASSOCIATES

Chartered Accountants, Ahmedabad

506 to 508, ABC – 1, Besides Gala Business Centre, Off. C. G. Road, Navrangpura, Ahmedabad – 380009, Gujarat, India Tel.: +91 79 26465179 / 86 / 87 Fax: +91 79 26465179 Email: [email protected] Website: www.linkintime.co.in

SECRETARIAL AUDITORS

BANKERS

K. JATIN & CO.,

Practicing Company Secretaries, Ahmedabad

Canara Bank HDFC Bank

Annual Report 2020-21 11

notice

NOTICE is hereby given that the 12[th] Annual General Meeting of the members of Ice Make Refrigeration Limited is scheduled to be held as below:

Date : September 25, 2021

Day : Saturday

Time : 12.00 P.M. IST

Mode : Through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) As per notification issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020,MCA General Circular no. 22/2020, dated June 15, 2020 and Circular No. 02/2021 dated January 13, 2021 and in compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

to transact the following business:

oRDInARY bUSInESSES:

1. Adoption of Financial Statements

(I) Audited Standalone Financial Statements of the Company for the financial year ended on March 31, 2021 and the Reports of the Board of Directors and Auditors thereon; and
(II) Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2021, together with the Report of the Auditors thereon

2. Declaration of Dividend

To declare a dividend on equity shares of the Company for the financial year ended on March 31, 2021.

3. Re-appointment of Retiring Director

To appoint a Director in place of Mr. Rajendra P. Patel (DIN: 02441138), who retires by rotation and being eligible, offers himself for re-appointment.

SPEcIAL bUSInESSES:

4. Ratification of Remuneration Payable to Cost Auditors

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESoLvED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the

time being in force), M/s. M. I. Prajapati & Associates, Cost Accountants, Ahmedabad (Firm Registration No. 101450) appointed as Cost Auditors by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the Financial Year 2021-22, be paid a remuneration of ` 50,000 (Rupees Fifty Thousand Only) plus taxes as applicable and reimbursement of out of pocket expenses incurred by them in connection with the aforesaid audit.”

“RESoLvED FURTHER THAT the Mr. Chandrakant P. Patel, Chairman & Managing Director of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary to give effect to this resolution.”

5. Authority to Directors under section 186 of the companies Act, 2013 for Investment and obtaining approval of the members

To consider and, if thought fit, to pass with or without modification, the following Resolution as a Special Resolution:

“RESoLvED THAT pursuant to the provisions of Section 186 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force) read with applicable provisions of Companies (Meetings of Board and its powers) Rules, 2014, as amended from time to time (including any other applicable rules and regulations framed under the Companies Act, 2013), the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter called ‘the Board’ which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the power conferred by this resolution) to make investment or to acquire by way of subscription, purchase or otherwise, the securities of any other body corporate whether Indian or overseas, to give loan(s) and/or give any guarantee(s)/provide any security(ies) in connection with any loan taken by any other body corporate or person, as may be required from time to time, exceeding 60% of the paid up Share Capital and Free Reserves and Securities Premium of the Company or 100% of Free Reserves and Securities Premium of the Company, whichever is more, as the Board of Directors may think fit, in one or more tranches, not exceeding ` 60 Crores (Rupees Sixty Crores) only over and above the limits prescribed under the above referred Section or any other provisions of the Companies Act, 2013.”

12 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

notice (contd.)

“RESOLVED FURTHER THAT the Board be and is hereby authorized to take from time to time all decisions and steps in respect of the above investment/loan/guarantee/ security including the timing, amount and other terms and conditions of said act and varying the same either in

Registered office:

B-1, Vasupujya Chamber, Near Navdeep Building, Income-Tax Cross Road, Ahmedabad, GJ, 380009 IN

part or in full as it may deem appropriate, and to do and perform all such acts, deeds, matters and things as may deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard including power to sub-delegate in order to give effect to the aforesaid resolution.”

By order of Board For Ice Make Refrigeration Limited

Sd/- Mandar Desai Company Secretary

Place: Ahmedabad Date: July 26, 2021

Annual Report 2020-21 13

notice (contd.)

noTES

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of Special Businesses in the Notice is annexed hereto.
In view of the continuing COVID-19 pandemic, the 12th Annual General Meeting (AGM) will be held on Saturday, September 25, 2021 at 12.00 p.m. IST through Video Conferencing (VC) / Other Audio Visual Means (OAVM), in compliance with the applicable provisions of the Companies Act, 2013 read with Ministry of Corporate Affairs’ (MCA) General Circular no. 14/2020 dated April 08, 2020, MCA General Circular no. 17/2020 dated April 13, 2020, MCA General Circular No. 20/2020 dated May 05, 2020, MCA General Circular No. 22/2020 dated June 15, 2020 and MCA General Circular No. 02/2021 dated January 13, 2021 and also SEBI circulars dated May 12, 2020 and January 15, 2021 and in compliance with the provisions of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The deemed venue for the 12th AGM shall be the Registered Office of the Company.
In view of the massive outbreak of the COVID-19 pandemic, social distancing is to be a pre-requisite and since this AGM is being held through VC / OAVM pursuant to MCA Circulars, physical attendance of the Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this notice. Members have to attend and participate in the ensuing AGM though VC/OAVM. However, the Body Corporates are entitled to appoint authorized representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.
Members of the Company under the category of ‘Institutional Investors’ are encouraged to attend and vote at the AGM through VC. Body Corporates whose Authorized Representatives are intending to attend the Meeting through VC/OAVM are requested to send to the Company on email Id- [email protected], a certified copy of the Board Resolution/authorization letter authorising their representative to attend and vote on their behalf at AGM through E-voting.
In compliance with the aforesaid MCA Circulars and SEBI Circular No. SEBI/ HO/ CFD/ CMD1/ CIR/ P/ 2020/ 79 dated May 12, 2020, Notice of the AGM along with the Annual Report 2020-21 is being sent only

through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company’s website at www.icemakeindia. com, website of stock exchange i.e. National Stock Exchange of India Limited at www.nseindia.com and on the website of CDSL (agency for providing remote e-voting facility) at www.evotingindia.com. Annual Report will not be sent in physical form.

Members of the Company holding shares, either in physical form or in Dematerialized form, as on August 06, 2021 will receive Annual Report for the financial year 2020-21 through electronic mode only.
The Register of Members and Share Transfer Books will remain closed from September 19, 2021 to September 25, 2021 (both days inclusive) for the purpose of Annual General Meeting (AGM).
Members holding shares in the dematerialized mode are requested to intimate all changes with respect to their bank details, ECS mandate, nomination, power of attorney, change of address, change in name, etc, to their Depository Participant (DP). These changes will be automatically reflected in the Company’s records, which will help the Company to provide efficient and better service to the Members. Members holding shares in physical form are requested to intimate the changes to the Registrar & Share Transfer Agents of the Company (RTA) at its following address:
Link Intime India Pvt. Ltd., 506-508, Amarnath Business Centre-1(ABC-1), Besides Gala Business Centre, Near St. Xavier’s College Corner, Off C G Road, Ellisbridge, Ahmedabad – 380006 Email id: [email protected].
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their DPs with whom they are maintaining their demat accounts and members holding shares in physical form to the Company / RTA.
Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form may file nomination in the prescribed Form SH-13 and for cancellation / variation in nomination in the prescribed Form SH-14 with the Company’s RTA. In respect of shares held in electronic / demat form, the nomination form may be filed with the respective Depository Participant.

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As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred/ traded only in dematerialized form with effect from 1st April, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialize.
Members are requested to quote their Folio No. or DP ID/ Client ID, in case shares are in physical / dematerialized form, as the case may be, in all correspondence with the Company / Registrar and Share Transfer Agent.
Pursuant to the requirement of Regulation 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 issued by The Institute of Company Secretaries of India, the brief profile/particulars of the Directors of the Company seeking their appointment or reappointment at the AGM are stated at the end of the Explanatory Statement annexed hereto.
Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the website of the Ministry of Corporate Affairs (www. mca.gov.in). In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline.
As the AGM is to be held through VC/ OAVM, Members seeking any information with regard to the accounts or any documents, are requested to write to the Company at least 10 days before the date of AGM through email on cs@icemakeindia. com. The same will be replied / made available by the Company suitably.
The business set out in the Notice of AGM will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given at Note No. 21 of this Notice.
Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote.
The Members can join the AGM in the VC/ OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. Instructions and other information for members for attending the AGM through VC/OAVM are given in this Notice under Note No. 22.
Process for those shareholders whose email addresses are not registered with the depositories for obtaining login credentials for e-voting for the resolutions proposed in this notice:
- a) For Physical & Demat shareholders- please provide necessary details like Folio No. / DP Id-Client Id, Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to our RTA, Link Intime India Private Limited on their Email id: ahmedabad@ linkintime.co.in ; [email protected]
b) The RTA shall co-ordinate with CDSL and provide the login credentials to the abovementioned shareholders.
InFoRMATIon AnD oTHER InSTRUcTIonS RELATInG To E-voTInG ARE AS UnDER:
a) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended) and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business set out in the Notice to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

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notice (contd.)

b) Voting rights shall be reckoned on the paidup value of shares registered in the name of the member / beneficial owner (in case of electronic shareholding) as on the cut-off date i.e. September 18, 2021.
c) Mr. Kashyap R. Mehta, Proprietor, M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad has been appointed as the Scrutinizer to scrutinize the remote e-voting & e-voting process in a fair and transparent manner.
d) The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company and on the website of CDSL after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be communicated to the Stock Exchange viz. NSE Limited.
e) The instructions for members for remote e-voting are as under:
The remote e-voting period begins on at 9.00 a.m. on wednesday, the September 22, 2021 and ends at 5:00 p.m. on Friday, the September 24, 2021. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. September 18, 2021 may cast their vote electronically (i.e. by remote e-voting). The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently or cast the vote again.
Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
Pursuant to SEBI Circular no. SEBI/ HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual Members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

voting process, all the Demat account holders, by way of a single login credential, through their Demat accounts/ websites of Depositories/ Depository Participants, able to cast their vote without having to register again with the e-voting service providers (ESPs), thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Pursuant to said SEBI Circular, login method for e-voting and joining virtual meetings for Individual Members holding securities in Demat mode is given below:

Type of Login Method Members Individual 1) Users who have opted for Members CDSL Easi / Easiest facility, holding can login through their existing securities in user id and password. Option Demat mode will be made available to reach with CDSL e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/ myeasi/home/login or www. cdslindia.com and click on Login icon and select New System Myeasi.

2) After successful login the Easi / Easiest user will be able to see the e-Voting Menu. On clicking the E voting menu, the user will be able to see his/her holdings along with links of the respective e-Voting service provider i.e. CDSL/NSDL/ KARVY/LINK INTIME as per information provided by Issuer / Company. Additionally, we are providing links to e-Voting Service Providers, so that the user can visit the e-Voting service providers’ site directly.

3) If the user is not registered for Easi/Easiest, option to register is available at https:// web.cdslindia.com/myeasi/ Registration/EasiRegistration

In order to increase the efficiency of the

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Type	Login Method	Type	Login Method
Members		Members
	4) Alternatively, the user can		3) Visit the e-Voting website of
	directly access e-Voting page		NSDL. Open web browser by
	by providing Demat Account		typing the following URL:https://
	Number and PAN No. from a link in		www.evoting.nsdl.com/ either
	www.cdslindia.comhome page.		on a Personal Computer or on
	The system will authenticate		a mobile. Once the home page
	the user by sending OTP on		of e-Voting system is launched,
	registered Mobile & Email as		click on the icon “Login” which
	recorded in the Demat Account.		is available under ‘Shareholder/
	After successful authentication,		Member’ section. A new screen
	user will be provided links for		will open. You will have to enter
	the respective ESP where the E		your User ID (i.e. your sixteen
	Voting is in progress.		digit demat account number hold
Individual Members holding securities in	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the		with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be
demat mode	following URL: https://eservices.		redirected to NSDL Depository
with NSDL	nsdl.com either on a Personal		site wherein you can see e-Voting
	Computer or on a mobile. Once		page. Click on Company name or
	the home page of e-Services is		e-Voting service provider name
	launched, click on the “Benefcial		and you will be redirected to
	Owner” icon under “Login”		e-Voting service provider website
	which is available under ‘IDeAS’		for casting your vote during the
	section. A new screen will open.		remote e-Voting period or joining
	You will have to enter your User ID		virtual meeting & voting during
	and Password. After successful		the meeting.
	authentication, you will be able to see e-Voting services. Click	Individual	You can also login using the
	on “Access to e-Voting” under	Members	login credentials of your demat
	e-Voting services and you will be	(holding	account through your Depository
	able to see e-Voting page. Click	securities	Participant registered with
	on Company name or e-Voting	in demat	NSDL/CDSL for e-Voting facility.
	service provider name and you	mode) login	After Successful login, you will
	will be re-directed to e-Voting	through their	be able to see e-Voting option.
	service provider website for	Depository	Once you click on e-Voting
	casting your vote during the	Participants	option, you will be redirected
	remote e-Voting period or joining		to NSDL/CDSL Depository site
	virtual meeting & voting during		after successful authentication,
	the meeting.		wherein you can see e-Voting
	2) If the user is not registered		feature. Click on Company name
	for IDeAS e-Services, option to		or e-Voting service provider
	register is available at https://		name and you will be redirected
	eservices.nsdl.com. Select		to e-Voting service provider
	“Register Online for IDeAS		website for casting your vote
	“Portal or click at https://		during the remote e-Voting
	eservices.nsdl.com/SecureWeb/		period or joining virtual meeting
	IdeasDirectReg.jsp		& voting during the meeting.

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notice (contd.)

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. cDSL and nSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withcDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@ cdslindia.com or contact at 022- 23058738 and 22- 23058542-43.
Individual Shareholders holding securities in Demat mode withnSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at toll free no.: 1800 1020 990 and 1800 22 44 30

f) Login method of e-voting for Members other than individual Members & physical Members:
The shareholders should log on to the e-voting website www.evotingindia.com
Click on “Shareholders” module.
Now, fill up the following details in the appropriate boxes:

User ID a. For CDSL: 16 digits Beneficiary ID b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID c. Members holding shares in Physical Form should enter Folio Number registered with the Company

Next enter the Image Verification as displayed and Click on Login.
If you are holding shares in demat form and had logged on to www.evotingindia. com and voted on an earlier e-voting of any Company, then your existing password is to be used.
If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alphanumeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/ Depository Participant are requested to use the sequence number which is printed on Postal Ballot / Attendance Slip / communicated by mail indicated in the PAN field. Dividend Enter the Dividend Bank Bank Details Details or Date of Birth (in dd/ oR* Date of mm/yyyy format) as recorded Birth (DOB) in your demat account or in the Company records in order to login.

If both the details are not recorded with the depository or Company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

g) After entering these details appropriately, click on “SUBMIT” tab.

OR

Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL’s EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

h) Members holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they

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notice (contd.)

are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

i) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
j) Click on the EVSN for IcE MAKE REFRIGERATIon LIMITED.
k) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
l) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
m) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
n) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
o) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
p) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
q) note for non – Individual Members and custodians:
Non-Individual Members (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia. com and register themselves in the ‘Corporates’ module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com.
After receiving the login details, a compliance user should be created using the admin login and password. The Compliance user would be able to link the

account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia. com and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address- cs@ icemakeindia.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

The instructions for members for e-voting during the AGM are as under:

(i) The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
(ii) Only those members/shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
(iii) If any Votes are cast by the members/shareholders through the e-voting available during the AGM and if the same members/shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such members/shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
(iv) Members/Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM. In case any Member who had voted through Remote E-voting, casts his vote again at the E- Voting provided during the AGM, then the Votes cast during the AGM through E-voting shall be considered as Invalid.

If you have any queries or issues regarding attending

Annual Report 2020-21 19

notice (contd.)

AGM & e-Voting from the e-voting system, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk. [email protected] or contact CDSL officials viz. Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (02223058542).

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, Central Depository Services (India) Limited (CDSL), A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 02223058542/43.

22. InSTRUcTIonS FoR MEMbERS FoR ATTEnDInG THE AGM THRoUGH vc/oAvM ARE AS UnDER:

a) Members will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Members may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/ OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.
b) Members/Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
c) Further members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
d) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
e) Members who would like to express their views/ ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at Company’s email id- [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their

queries in advance 10 days prior to meeting mentioning their name, demat account number/ folio number, email id, mobile number at cs@ icemakeindia.com. These queries will be replied by the Company suitably by email.

f) Those members/shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
g) Members may attend the AGM, by following the invitation link sent to their registered email ID. Members will be able to locate Meeting ID/ Password/ and JOIN MEETING tab. By Clicking on JOIN MEETING they will be redirected to Meeting Room via browser or by running Temporary Application. In order to join the Meeting, follow the step and provide the required details (mentioned above – Meeting Id/ Password/Email Address) and Join the Meeting.
h) Members who are desirous of attending the AGM through VC/OAVM and whose email IDs are not registered with the RTA of the Company/ DP, may get their email IDs registered as per the instructions provided in point No. 20 of this Notice.
The Board has recommended a dividend of 1.20/per equity share of 10/- each, which, if declared by the members at this Annual General Meeting, will be paid on or before the 30th day from the date of declaration, to those members or their mandates to those members whose names shall appear in the Company’s Register of Members as on Saturday, September 18, 2021 and in respect of shares held in the electronic form, to those ‘Deemed Members’ whose names appear in the Statement of Beneficial Ownership furnished by the National Securities Depository Limited (NSDL) and the Central Depository Services Limited (CDSL) at the closure of business hours on Saturday, September 18, 2021.
In terms of the Regulation 12 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Listed Companies are required to use the Reserve Bank of India’s approved electronic mode of payment such as Electronic Clearance Service (ECS), LECS (Local ECS) / RECS (Regional ECS) / NECS (National ECS), Direct Credit, Real Time Gross Settlement (RTGS), National Electronic Funds Transfer (NEFT) etc. for making cash payments like dividend etc. to the members. Accordingly, members holding securities in demat mode are requested

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to update their bank details with their Depository Participants (DP) and the members holding securities in physical form are requested to send a request to the Registrar and Share Transfer Agents i.e. Link Intime India Private Limited, 506 to 508, ABC – 1, Beside Gala Business Centre, Near St. Xavier’s College Corner, Off C. G. Road, Navrangpura, Ahmedabad – 380009, Gujarat, India.

Non-Resident Indian Shareholders are requested to inform the Registrar, Link Intime India Private Limited immediately about:
a) change in the Residential status on return to India for permanent settlement, if any; and
b) particulars of the bank account maintained in India with complete name, branch, account type, account number and address of the bank, if not furnished earlier
Members whose shareholding is in the electronic mode are requested to update the change of address and updating bank account details to their respective DPs.

DIvIDEnD RELATED InFoRMATIon

Subject to approval of the Members at the AGM, the dividend will be paid on or before the 30thday from the date of declaration, to the Members whose names appear on the Company’s Register of Members as on the Record Date i.e. Saturday, September 18, 2021, and in respect of the shares held in dematerialized mode, to the Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

Payment of dividend shall be made through electronic mode to the Shareholders who have updated their bank account details. Dividend warrants / demand drafts

will be despatched to the registered address of the shareholders who have not updated their bank account details, after normalization of the postal service.

Shareholders are requested to register / update their complete bank details:
(a) With their Depository Participant(s) with whom they maintain their demat accounts if shares are held in dematerialized mode by submitting the requisite documents, and
(b) With the Company / CDSL by clicking on www. evotingindia.com, or by emailing at investor@ icemakeindia.com or [email protected], if shares are held in physical mode, by submitting
- (i) scanned copy of the signed request letter which shall contain shareholder’s name, folio number, bank details (Bank account number, Bank and Branch Name and address, IFSC, MICR details),
- (ii) Self-attested copy of the PAN card and (iii) cancelled cheque. In case shares are held in dematerialized mode, details in a form prescribed by your Depository Participant may also be required to be furnished. Pursuant to the amendments introduced by the Finance Act, 2020 the Company will be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders w.e.f. April 01, 2020. no tax will be deducted on payment of dividend to the resident individual shareholders if the total dividend paid does not exceed ` 5,000/- The withholding tax rate would vary depending on the residential status of the shareholder and documents registered with the Company.

A. RESIDEnT SHAREHoLDERS:

A.1 Tax Deductible at Source for Resident Shareholders

Sr. no	Particulars	withholding Tax Rate	Documents Required (if any)
1	Valid PAN updated in the Company’s Register of Members	10%	No Document required (if no exemption is sought)
2	No PAN/Valid PAN not updated in the Company’s Register of Members	20%	No Document required (if no exemption is sought)
3	Availability of lower/nil deduction certifcate issued by Income Tax Department u/s 197 of Income Tax Act, 1961	Rate specifed in the certifcate	Lower tax deduction certifcate obtained from Income Tax Authority

Annual Report 2020-21 21

notice (contd.)

A.2 no Tax Deductible at Source on dividend payment to resident shareholders if the Shareholders submit and register following documents as mentioned in column no.4 of the below table with the company.

Sr. no	Particulars	withholding Tax rate	Documents required (If any)
1	Submission of form 15G/15H	NIL	Declaration in form No. 15G (applicable to any person other than a Company or a limit / form 15H (applicable to an individual who is 60 years and above), fulflling certain conditions
2	Shareholders to whom section 194 of the Income Tax, 1961 does not apply such as LIC, GIC etc.	NIL	Documentary evidence that the said provisions are not applicable
3	Shareholder covered u/s 196 of Income Tax Act, 1961 such as Government, RBI, corporations established by Central Act & mutual funds	NIL	Documentary evidence for coverage u/s 196 of Income Tax Act, 1961
4	Category I and II Alternative Investment Fund	NIL	SEBI registration certifcate to claim beneft under section 197 A (1F) of Income Tax Act, 1961
5	* Recognized provident funds Approved superannuation fund Approved gratuity fund	NIL	Necessary documentary evidence as per Circular No. 18/2017 issued by Central Board of Direct Taxes (CBDT)
6	National Pension Scheme	NIL	No TDS as per section 197A(IE) of Income Tax Act, 1961
7	Any resident shareholder exempted from TDS deduction as per the provisions of Income Tax Act or by any other law or notifcation	NIL	Necessary documentary evidence substantiating exemption from deduction of TDS

b. non-RESIDEnT SHAREHoLDERS:

withholding tax on dividend payment to non-resident shareholders if the non-resident shareholders submit and register following document as mentioned in column no.4 of the below table with the company.

Sr. no	Particulars	withholding Tax Rate	Documents required (if any)
1	Foreign Institutional Investors (FIIs) /	20% (plus applicable surcharge and cess)	FPI registration number / certifcate.
2	Other Non-resident shareholders	20% (plus applicable surcharge and cess) or tax treaty rate whichever is benefcial	To avail benefcial rate of tax treaty following tax documents would be required: 1. Tax Residency certifcate issued by revenue authority of country of residence of shareholder for the year in which dividend is received 2. PAN 3. Form 10F flled & duly signed

22 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

notice (contd.)

Sr. no	Particulars	withholding Tax Rate	Documents required (if any)
			4. Self-declaration for non-existence of permanent establishment/ fxed base in India (Note: Application of benefcial Tax Treaty Rate shall depend upon the completeness of the documents submitted by the Non- Resident shareholder and review to the satisfaction of the Company)
3	Indian Branch of a Foreign Bank	NIL	Lower tax deduction certifcate u/s 195(3) obtained from
			Self-declaration confrming that the income is received on its own account and not on behalf of the Foreign Bank
4	Availability of Lower/NIL tax deduction certifcate issued by Income Tax Department u/s 197 of Income Tax Act, 1961	Rate specifed in certifcate	Lower tax deduction certifcate obtained from Income Tax

Annual Report 2020-21 23

Explanatory Statement

EXPLAnAToRY STATEMEnT PURSUAnT To SEcTIon 102 oF THE coMPAnIES AcT, 2013 wITH RESPEcT To SPEcIAL bUSInESSES MEnTIonED In THE noTIcE oF THE AnnUAL GEnERAL MEETInG.

In respect of Item no. 4:

The Board of Directors of the Company, on the recommendation of the Audit Committee, appointed M/s. M. I. Prajapati & Associates, Cost Accountants, Ahmedabad (Firm Registration No. 101450), as Cost Auditors for the financial year 2021-22.

As per Section 148 of Companies Act, 2013 and applicable rules there under, the remuneration payable to the cost auditors is to be ratified by the members of the Company.

The Board considers the remuneration payable to the cost auditors as fair and recommends the resolution contained in item no. 4 of the notice for approval of the members.

The Board recommends the resolution for your approval as an Ordinary Resolution.

None of the Directors, Key Managerial Personnel (KMP) of the Company or any relatives of such Director or KMPs are in any way concerned or interested or deemed to be concern or interested, financially or otherwise, in the proposed resolution.

In respect of Item no. 5

As per the provisions of Section 186 of the Companies Act, 2013, the Board of Directors of a Company can: - make loan(s) and/or

-give guarantees or provide security (ies) in connection with loan(s) taken by any other body corporate or person and

make investments in shares, debentures and/or any other securities of any other body Corporates, beyond the prescribed ceiling of i) Sixty per cent of the aggregate of the paid-up capital and free reserves and securities premium account or, ii) Hundred per cent of its free reserves and securities premium account, whichever is more, if Special Resolution is passed by the members/ shareholders of the Company.

As a measure of achieving greater financial flexibility and to enable optimal financing structure, this permission is sought pursuant to the provisions of Section 186 of the Companies Act, 2013 to give powers to the Board of Directors or any duly constituted committee thereof, for making further investment(s)/giving loan/providing guarantee/ security from time to time, in one or more tranches, up to the maximum limit of `60 Crores (Rupees Sixty Crores) only over and above the limits prescribed under the said section.

The Board recommends the resolution for your approval as a Special Resolution.

None of the Directors, Key Managerial Personnel (KMP) of the Company or any relatives of such Director or KMPs is in any way concerned or interested or deemed to be concern or interested, financially or otherwise, in the proposed resolution.

24 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Explanatory Statement (contd.)

bRIEF PARTIcULARS/PRoFILE oF THE DIREcToRS SEEKInG APPoInTMEnT/RE-APPoInTMEnT PURSUAnT To THE PRovISIonS oF REGULATIon 26(4) & 36(3) oF SEbI (LISTInG obLIGATIonS AnD DIScLoSURE REQUIREMEnTS) REGULATIonS, 2015 AnD SEcRETARIAL STAnDARD 2 ISSUED bY IcSI:

name of Directors	Rajendra P. Patel
Age (inyears)	51
Date of Birth	01-06-1970
Date of Appointment	05-09-2017
Qualifcations	He has completed diesel mechanical (ITI) from MP Shah College, Ahmedabad, Gujarat.
Experience / Expertise	Mr. Rajendra Patel is having rich experience in the business of refrigeration industry. He heads the production of cold room panels, refrigerated container and quality control division of our Company As the head of these divisions, he is collectively responsible for strategic plans and implementation in the production and the qualitycontrol department.
Terms and conditions of appointment or re-appointment along with details of remuneration sought to be paid	NA
Remuneration last drawn by such person, if any.	`20.25 Lakhs p.a plus perquisites
Shareholding in the Company	3701280 Shares
Relationship with other Directors, Manager and other KMP of the Company	Relative of Mr. Chandrakant P. Patel.
Number of Meetings of the Board attended duringtheyear	4/4
List of other Companies in which Directorships held	-
List of Private Limited Companies in which Directorships held	1. Bharat Refrigerations Private Limited 2. Frizics Transport Refrigeration Private Limited
Chairman/Member of the Committees of Directors of other Companies	-
Justifcation for choosing the appointee for appointment as Independent Directors	-

Annual Report 2020-21 25

Explanatory Statement (contd.)

FoRM oF coMMUnIcATIon FoR wAIvInG /FoRGoInG RIGHT To REcEIvE THE DIvIDEnD FRoM THE coMPAnY

Last date for submission for dividend declared for year ended March 31, 2021: September 15, 2021

DP ID & Client ID / :

From: (Name and Address of Shareholder(s) Tel No. :

To,

Link Intime India Pvt. .Ltd. Unit: Ice Make Refrigeration Limited – Ref. Waiver/forgoing the Right to receive the dividend C - 101, 247 Park, LBS Marg, Vikhroli West Mumbai 400 083 Phone No. +91 22 4918 6000

Dear Sir/s,

Sub: waiver /Forgoing of the Right to receive the dividend on all/ _____Equity Shares held by me/us for the year ended March 31, 2021 under the above DP ID & client ID /Folio no.

I/We refer to the Rules framed and approved by the Board of Directors of the Company under Article 213A of the Articles of Association of the Company for equity shareholders who want to waive/forgo the right to receive the dividend in respect of financial year 2019-20 and thereafter.

I/We, the undersigned am/are aware of, have read and understood the above said Rules framed and approved by the Board of Directors of the Company under Article 213A of the Articles of Association of the Company and appended by way of note No. 2 to this letter.

I/We hold the following Equity Shares and hereby waive/forgo irrevocably the right to receive the equity dividend of ` _/- (Rupees ___ only) per equity share of Re.10/- each as declared by the Board of Directors of the Company for the year ended March 31, 2021 on all/ no. of Equity Shares of Re.10/-each held by me/us under DP Id ___ & Client ID ____. I/We further agree and understand that the waiver/forgoing of the right to receive the above dividend for the year ended March 31, 2021 cannot be revoked under any circumstances.

Yours faithfully,

Yours faithfully,
Signed and delivered	Full name(s)	Signature(s)
1stShareholder
2ndShareholder
3rdShareholder

In case of joint holders all must sign. In case of a Body Corporate, stamp of the Company should be affixed and necessary Board resolution should be attached.

Place:

Date:

notes:

(1) This form to be effective for waiving/ forgoing dividend for the year ended March 31, 2021 shall be received by the Company’s Registrar on or before September 15, 2021.
(2) THE BOARD OF DIRECTORS OF THE COMPANY AT ITS MEETING HELD ON JULY 25, 2020 HAVE FRAMED THE FOLLOWING RULES UNDER ARTICLE 213AOF THE ARTICLES OF ASSOCIATION OF THE COMPANY FOR EQUITY SHAREHOLDERS WHO WANT TO WAIVE/FORGO THE RIGHT TO RECEIVE DIVIDEND (INCLUDING INTERIM DIVIDEND) IN RESPECT OF FINANCIAL YEAR 2019-20 OR FOR ANY FINANCIAL YEAR THEREAFTER.

26 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Explanatory Statement (contd.)

RULES FoR EQUITY SHAREHoLDERS wHo wAnT To wAIvE/ FoRGo THE RIGHT To REcEIvE DIvIDEnD (IncLUDInG InTERIM DIvIDEnD) In RESPEcT oF FInAncIAL YEAR 2019-20 oR FoR AnY FInAncIAL YEAR THEREAFTER.

I. A Shareholder can waive/forgo the right to receive the dividend (either final and/or interim) to which he is entitled, on some or all the Equity Shares held by him in the Company as on the Record Date/Book Closure Date fixed for determining the names of Members entitled for such dividend. However, the shareholders cannot waive/forgo the right to receive the dividend (either final and/or interim) for a part of percentage of dividend on share(s)
II. The Equity Shareholder(s) who wish to waive/forgo the right to receive the dividend for any year shall inform the Company in the form prescribed by the Board of Directors of the Company only.
III. In case of joint holders holding the Equity Shares of the Company, all the joint holders are required to intimate to the Company in the prescribed form their decision of waiving/forgoing their right to receive the dividend from the Company.
IV. The Shareholder, who wishes to waive/forgo the right to receive the dividend for any year shall send his irrevocable instruction waiving/forgoing dividend so as to reach the Company before the Record Date /Book Closure Date fixed for the payment of such dividend. Under no circumstances, any instruction received for waiver/forgoing of the right to receive the dividend for any year after the Record Date /Book Closure Date fixed for the payment of such dividend for that year shall be given effect to.
V. The instruction once given by a Shareholder intimating his waiver/forgoing of the right to receive the dividend for any year for interim, final or both shall be irrevocable and cannot be withdrawn for that particular year for such waived/ forgone the right to receive the dividend. But in case, the relevant Shares are sold by the same Shareholder before the Record Date/Book Closure Date fixed for the payment of such dividend, the instruction once exercised by such earlier Shareholder intimating his waiver/forgoing the right to receive dividend will be invalid for the next succeeding Shareholder(s) unless such next succeeding Shareholder(s) intimates separately in the prescribed form, about his waiving/forgoing of the right to receive the dividend for the particular year.
VI. The Equity Shareholder who wish to waive/forgo their right to receive the dividend for any year can inform the Company in the prescribed form only after the beginning of the relevant financial year for which the right to receive the dividend is being waived/forgone by him.
vII. The instruction by a Shareholder to the company for waiving/ forgoing the right to receive dividend for any year is purely voluntary on the part of the Shareholder. There is a no interference with a Shareholder’s Right to receive the dividend, if he does not wish to waive/forgo his right to receive the dividend. no action is required on the part of Shareholder who wishes to receive dividends as usual. Such Shareholder will automatically receive dividend as and when declared.
VIII. The decision of the Board of Directors of the Company or such person(s) as may be authorized by Board of Directors of the Company shall be final and binding on the concerned Shareholders on issues arising out of the interpretation and/ or implementation of these Rules..

DP ID & client ID / Folio no.

Acknowledgement Slip

Received from Mr./ Ms./M/s.______ Address_______

____________________ Form of communication for waiving/forgoing right to receive the dividend from the Company on all/no. of Equity Shares of RS.10/- each under the above DP ID & Client ID / Folio No. for the year ended March 31, 2021.

Signature of Official

Stamp of collection centre

Annual Report 2020-21 27

Directors Report

To,

The Members,

Ice Make Refrigeration Limited

Dear Members,

Your Directors have pleasure in presenting the 12th Annual Report of the Company together with the Audited Financial Statements for the year ended on March 31, 2021.

1. FInAncIAL PERFoRMAncE / HIGHLIGHTS

The Company’s financial performance for the year ended on March 31, 2021 is highlighted below:

(` In Lakhs)

	(`In Lakhs)
Particulars	Standalone Results
	Year Ended March 31, 2021 Year Ended March 31, 2020
Net Revenue From Operations	13,145.13 13,590.87
Add: Other Incomes	117.27 80.85
Total Revenue	13262.40 13671.72
Earnings before Interest, Depreciation, Tax & Amortization	1168.39 1491.59
Less: Depreciation and Amortization	(354.80) (395.28)
Earnings before Interest & Tax	813.59 1096.31
Less: Finance Cost	(166.00) (190.17)
Proft Before Tax	647.59 906.14
Less: Provisions for Income Tax including Deferred Tax	(198.27) (239.28)
Proft After Tax	449.32 666.86
Proft Carried to Balance Sheet	449.32 666.86
Accumulated Balance of Proft	4350.76 3957.36

2. FInAncIAL HIGHLIGHTS AnD STATE oF AFFAIRS oF THE coMPAnY

Standalone

The Company’s total revenue stood at 13,262.40 lakhs for the year ended March 31, 2021 as compared to 13,671.72 in the previous year. Slight decrease in total revenue for the year ended March 31, 2021 as compared to last year inspite of Covid 19 Pandemic.

Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA) for the year was ` 1168.39 as

compared to ` 1491.59 in the previous year.

This year EPS stood at ` 2.87.

consolidated

The Company’s total revenue stood at 13,587.10 lakhs for the year ended March 31, 2021 as compared to 13,815.54 in the previous year.

Earnings before Interest, Depreciation, Tax and Amortization (EBIDTA) for the year was 1155.23 lakhs as compared to 1398.58 in the previous year. Further, this year EPS stood at ` 2.31.

3. DIvIDEnD:

Considering the profit, growth and future prospects of the Company, the Directors have decided to recommend the Final Dividend of 1.20 (12 % on the face value of the share) per Equity Shares on 1,57,01,219 Equity Shares of the Company of 10/each for the financial year ended on March 31, 2021. The total amount of dividend recommended is ` 1, 88, 41, 463.

4. TRAnSFER To RESERvES

There has not transferred any Amount to General Reserve during the year 2020-2021.

5. cASH FLow AnD conSoLIDATED FInAncIAL STATEMEnTS

The statement as required under Section 129 of the Companies Act, 2013, in respect of the subsidiaries 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

28 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Directors Report (contd.)

have been institutionalized. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company’s operations.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

11. SEcRETARIAL AUDIToR

7. DETAILS oF SUbSIDIARY / JoInT vEnTURE / ASSocIATE coMPAnIES

Bharat Refrigerations Private Limited is wholly owned subsidiary Company of Ice Make Refrigeration Limited.

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 other 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.

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 Secretaries, 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, 2021.

The Secretarial Audit Report given by M/s. K. Jatin& Co., Practicing Company Secretaries, Ahmedabad is enclosed herewith as Annexure – 3.

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, 2022.

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.

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, 2021 forms part of this Annual Report and the same does not contain any qualification, reservation or adverse remark.

14. SHARE cAPITAL

The paid up Equity Share Capital as at March 31, 2021 remained at 1567.20 Lakh. 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 w.e.f. October 12, 2020. The Company had migrated to Main Board platform of NSE Capital Market from SME Platform of NSE Emerge. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2021-22.

Annual Report 2020-21 29

Directors Report (contd.)

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, 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 1,56,000 Options pursuant to the Ice Make ESOP Plan 2018 to eligible employees on the following terms and conditions:

Particulars	Details
Total Number of Options to Grant	1,56,000
Vesting Schedule	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	`57/- per Option
Exercise Period	Within 3 months from the date of vesting
Method of payment of Exercise Price	Exercise Price shall be payable in Cash at the time of exercise of Option(s)
Number of Equity Shares that may arise out of Exercise of Option	1,56,000 Equity Shares
Other Terms	As per the Scheme and the Letter of Grant

Nomination and Remuneration Committee on February 12, 2021, has accorded its approval to bring back 46,800 stock options lapsed on account of non-exercise of such options into the overall ESOP pool of the Ice Make ESOP 2018 and approved the re-grant of 46,800 Options (i.e., the options which were lapsed and brought back into the ESOP Pool) to the eligible employees at an Exercise Price of ` 57/- per Option.

During the year under review, no allotment towards ESOP has been made.

The Board of Directors of the Company on June 29, 2021, has allotted 29,219 Equity Shares of 10/- each at a premium of 47/- per equity shares to the eligible employees of the Company pursuant to ‘Ice Make Refrigeration LimitedEmployee Stock Option Plan – 2018’. The Company has also obtained listing / trading approval from National Stock Exchange of India Limited for the same.

The disclosure with respect to aforesaid allotment is as required under:

Particulars	Information
options granted	1,56,000
options Vested	46.800
options exercised	29,219
Total number of Equity Shares arising as a result of granted options	29,219
Options forfeited/ lapsed/ cancelled	Nil
Exercise price	57
Variation of terms of options	N.A
Money realized by exercise of options	16,65,483
Total number of options in force	1,26,781

30 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Directors Report (contd.)

Options exercised (since implementation of the ESOP scheme)	29,219	29,219	29,219	29,219
Options granted to key managerial person	Sr. no.	name	Designation	options Granted
	1	Mr. Ankit P. Patel	Chief Financial Offcer	2000 Equity Shares
	2	Mr. Mandar B. Desai	Company Secretary & Compliance Offcer	2000 Equity Shares
Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year.	NIL
Identifed 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	NIL

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
1	Mr. Chandrakant P. Patel	Chairman & ManagingDirector	05/09/2017
2	Mr. Rajendra P. Patel	Joint ManagingDirector	05/09/2017
3	Mr. Vipul I. Patel	Joint ManagingDirector	05/09/2017
4	Mr. Ankit Patel	Chief Financial Offcer	05/09/2017
5	Mr. Mandar Desai	Company Secretary and Compliance Offcer	02/03/2019

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 Kikani	Non-Executive Women Independent Director	05/09/2017
2	Mr. Hasmukh B. Patel*	Non – Executive Independent Director	05/09/2017
3	Mr. Harshadrai P. Pandya	Non – Executive Independent Director	05/09/2017
4	Mr. Krishnakant L. Patel	Non – Executive Independent Director	05/09/2017

*Ceased to be an Independent Director of the Company w.e.f. April 26, 2021 due to his demise

Annual Report 2020-21 31

Directors Report (contd.)

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).

A separate meeting of Independent Directors of the Company was held on February 12, 2021 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

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-remunerationof-directors-key-managerial-personnel-andsenior-employees.pdf

19. nUMbER oF MEETInGS oF boARD oF DIREcToRS

The Board of Directors met 4 times during the financial year ended on March 31, 2021. 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-partytransaction.pdf

32 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Directors Report (contd.)

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-vigilmechanism.pdf

22. AUDIT coMMITTEE

The Board has constituted an Audit Committee which comprises of Dr. Hasmukh B. Patel 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.

Due to demise of Mr. Hasmukh B Patel on April 26, 2021, Audit Committee of the Company has been reconstituted w.e.f. June 04, 2021 with following members:

Sr no	name	Designation	Appointment Date
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 & ManagingDirector

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. Chandrakant P. Patel & 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-managerialpersonnel-and-senior-employees.pdf

Nomination and Remuneration Committee of the Company has been reconstituted w.e.f. June 04, 2021 with following members:

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.

Annual Report 2020-21 33

Directors Report (contd.)

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, 2021.

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-womenat-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 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 2020-21	% increase over last year	Parameters	Median of Employees	Ratio	commission received from Holding/ Subsidiary
1	Mr. Chandrakant P. Patel, Chairman & Managing Director	20,25,000	NIL	NA	4,40,000	22:1	NIL
2	Mr. Rajendra P. Patel, Jt. Managing Director	20,25,000	NIL	NA	4,40,000	22:1	NIL
3	Mr. Vipul I. Patel, Jt. Managing Director	20,25,000	NIL	NA	4,40,000	22:1	NIL

*** Note : Promoter Director has taken less managerial remuneration as compared to last financial year i.e. 2019-20.**

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	NIL
3.	Mr. Mandar Desai	CompanySecretary	NIL

*Note: Due to Covid 19 Pandemic Company did not increase any % in the remuneration of the employees as compared to last financial year i.e. 2019-20. However Company paid them full salary & did not make any payout cut in their current salary during the year 2020-21.

34 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Directors Report (contd.)

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. coMPLIAncE wITH SEcRETARIAL STAnDARDS on boARD AnD AnnUAL GEnERAL MEETInGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

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 http:// www.icemakeindia.com/policies-disclosure. html. 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 ` 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-socialresponsibility.pdf

The Company has contributed ` 20.86 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

Annual Report 2020-21 35

Directors Report (contd.)

ended on March 31, 2021 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, 2021, 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, 2021 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, 2021 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

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, 2021 is available on the Company’s website 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 102 lakhs or more where employed for full year or monthly salary of 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 has received the disclosure in Form DIR8 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.

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

36 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Directors Report (contd.)

the organization’s growth and its sustainability in the long run.

The number of Employees of the Company are 505 (256 Company Employees and 249 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.

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. FInAncE

The Company is enjoying working capital facilities from Canara Bank & HDFC Bank. The Company is generally regular in payment of interest and principal amount.

49. 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.

45. GRATUITY

The Company has entered in to an agreement with Life Insurance Corporation of India for covering its

For and on behalf of the board

chandrakant P. Patel

Place: Ahmedabad Date: July 26, 2021

Chairman & Managing Director DIN: 02441116

Annual Report 2020-21 37

Annexure 1

To THE DIREcToRS’ REPoRT

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Pursuant to the Provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014

[A] conSERvATIon oF EnERGY

(i) steps taken or impact on conservation of energy	(i) steps taken or impact on conservation of energy	Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operation techniques	Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operation techniques	Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operation techniques	Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operation techniques
(ii) steps taken by the Company for utilizing alternate sources of energy		The Company has installed solar power panel of 50 KW which enables it to use alternate source of energy. The Company has installed VRV (Variable Refrigerant Volume) technology based Air Conditioners in our New Offce Premises.
(iii) capital investment on energy conservation equipments		No major investments are planned.
[b] TEcHnoLoGY AbSoRPTIon
(i) efforts made towards technology absorption		The Company has in house R&D Department which during the period under review developed various Products. In addition to development of such new products, the R&D Department is also engaged in improving the effciency and quality check of Company’s existing products to ensure that all the Company’s products meet or exceed customer’s expectations.
(ii) benefts derived like product improvement, cost reduction, product development or import substitution		Work on Research & Development also gives the Company a better image in the market therefore improving the marketability of its products.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the fnancial year
Sr. no.	name / Detail of Technology Imported		Year of Import	whether it is fully absorbed	If not then reasons thereof
1	C5 Machine		2018-19	Yes	-
2	Coil Machine – Part 1		2018-19	Yes	-
3	Coil Machine – Part 2		2018-19	Yes	-
4	NIL		2019-20	NA	-
5	NIL		2020-21	NA	-

(iv) expenditure incurred on Research and Development ` 25.23 lakhs

[c] FoREIGn EXcHAnGE EARnInGS & oUTGo:

(` in Lakhs)

[c] FoREIGn EXcHAnGE EARnInGS & oUTGo:		(`in Lakhs)
Particulars	2020-21	2019-20
Total Foreign exchange earnings	613.86	399.60
Total Foreign Exchange used	404.14	553.83

For and on behalf of the board

Place: Ahmedabad

Date: July 26, 2021

chandrakant P. Patel Chairman & Managing Director DIN: 02441116

38 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Annexure 2 To THE DIREcToRS’ REPoRT

Disclosure as per Section 197(12) of the companies Act, 2013 & Rule 5(1) & Rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i. The Ratio of the Remuneration of Each Director to the Median Remuneration of the Employees of the Company for the Financial Year ending March 31, 2021 and
ii. The Percentage Increase in Remuneration of Each Director, Chief Financial Officer and Company Secretary during the Financial Year ending on March 31, 2021

name	Designation	% Increase in Remuneration in the Financial Year ended on March 31, 2021	Ratio to Median Employee*
Mr. Chandrakant P. Patel	Chairman & ManagingDirector	NIL	22:1
Mr. Rajendra P. Patel	Joint ManagingDirector	NIL	22:1
Mr. Vipul I. Patel	Joint ManagingDirector	NIL	22:1
Ms. Darsha R. Kikani	Independent Director	Being Non-Executive Directors, only sitting fees was paid and thus ratio is not given.
Dr. Hasmukh B. Patel	Independent Director
Mr. Harshadrai P. Pandya	Independent Director
Mr. Krishnakant L. Patel	Independent Director
Mr. Ankit Patel	Chief Financial Offcer	NIL
Mr. Mandar Desai	Company Secretary & Compliance Offcer	NIL

*Rounded off

iii. The Percentage increase in the Median Remuneration of Employees in the Financial Year ending on March 31, 2021: NIL

iv. Total Number of Employees as at March 31, 2021: 505 Employees
Total Number of Employees on the roll of the Company as at March 31, 2021: 256
Total Number of Employees on the roll of Contractor as at March 31, 2021: 249
v. 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:

Average increase in remuneration of the employees: As per point (iii.) above.

i. It is affirmed that the Remuneration is as per the Remuneration Policy of the Company Particulars of the employees who are covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
There was no employee of the Company employed throughout the financial year with salary above Rs. 1 crore and 2 lakhs per annum or employed in part of the financial year with an average salary above Rs. 8 lakhs and Rs. 50 Thousands per month.
Further, there is no employee employed throughout the financial year or part thereof, was in receipt of remuneration in aggregate, in excess of that drawn by the Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two per cent (2 %) of the equity shares of the Company.

For and on behalf of the board chandrakant P. Patel Place: Ahmedabad Chairman & Managing Director Date: July 26, 2021 DIN: 02441116

*note : Due to covid 19 Pandemic company did not increase any % in the remuneration of the employees as compared to last financial year i.e. 2019-20. However Company paid them full salary & did not make any payout cut in their current salary during the year 2020-21.
Promoter Director has taken less managerial remuneration as compared to last financial year i.e. 2019-20.

Annual Report 2020-21 39

Annexure 3 FoRM no. MR-3

SEcRETARIAL AUDIT REPoRT

For the Financial Year ended on March 31, 2021

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ]

To,

The Members,

Ice Make Refrigeration Limited

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ice Make Refrigeration Limited [CIN: L29220GJ2009PLC056482] (‘hereinafter called the Company’) having Registered Office at B-1, Vasupujya Chamber, Near Navdeep Building, Income-Tax Cross Road, Ahmedabad -380009. The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives whether electronically or otherwise during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2021 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2021 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) Securities and Exchange Board of India (Share Based Employee Benefits) Requirements, 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable during the audit period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009(Not Applicable during the audit period);
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not Applicable during the audit period) and
(v) Various common laws applicable to the manufacturing and other activities of the Company such as Labour Laws, Pollution Control Laws, Land Laws, Patents Act, 1970, The Trade Marks Act, 1999, Taxation Laws, Environmental Laws etc. for which we have relied on Certificates / Reports / Declarations / Consents / Confirmations obtained by the Company from the experts of the relevant fields such as Advocate, Labour Law Consultants, Engineers, Occupier of the

40 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Annexure 3 To the Directors’ Report (contd.)

Factories, Registered Valuers, Chartered Engineers, Factory Manager, Chief Technology Officer of the Company, Local Authorities, Effluent Treatment Adviser etc. and have found that the Company is generally regular in complying with the provisions of various applicable Acts.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India
(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing Agreements entered into by the Company with Stock Exchanges
during the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

The following are our observations during the Audit:

The Company has submitted unaudited financial results for the quarter ended on September 30, 2020 to NSE on December 14, 2021 post migration to Main Board. The Company has paid penalty of ` 1,59,300/- to NSE as demanded by them. According to Company, there is no delay in submission as per SEBI Circular No. CIR/CFD/FAC/62/2016 dated July 05, 2016.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman Director. There were no changes being carried out in the composition of the Board of Directors and Key Managerial Personnel during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period, the Company:

has duly passed, Special Resolution (through Postal Ballot process) pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 and pursuant to provisions of Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 and other applicable provisions, if any, for Migration of Listing / Trading of 1,56,72,000 Equity Shares of the Company to the main Board of National Stock Exchange of India Limited (NSE) by declaring result of Postal Ballot on 10th April, 2020.
has duly passed Special Resolution pursuant to the provisions of Section 188, 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, for reappointment of Mr. Chandrakant P. Patel as Managing Director of the Company for a period of 3 years with effect from September 05, 2020 at the 11th Annual General Meeting of the Company held on September 26, 2020.
has duly passed Special Resolution pursuant to the provisions of Section 188, 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, for reappointment of Mr. Rajendra P. Patel as Jt. Managing Director of the Company for a period of 3 years with effect from September 05, 2020 at the 11th Annual General Meeting of the Company held on September 26, 2020.
has duly passed Special Resolution pursuant to the provisions of Section 188, 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, for reappointment of Mr. Vipul I. Patel as Jt. Managing Director of the Company for a period of 3 years with effect from September 05, 2020 at the 11th Annual General Meeting of the Company held on September 26, 2020.

Annual Report 2020-21 41

Annexure 3 To the Directors’ Report (contd.)

We further report that pursuant to approval of Members and National Stock Exchange of India Limited, the Equity Shares of the Company have been listed and admitted to dealings on NSE (Capital Market Segment- Main Board) w.e.f. October 12, 2020 pursuant to migration from SME Emerge platform.

We further report that the Board of Directors of the Company in their meeting held on June 29, 2021, has allotted 29,219 Equity Shares of 10/- each at a premium of 47/- per equity shares to the eligible employees of the Company pursuant to ‘Ice Make Refrigeration Limited- Employee Stock Option Plan – 2018’ after complying with the applicable provisions. The Company has also obtained listing / trading approval from National Stock Exchange of India Limited for the same.

For K. Jatin & co. Company Secretaries

Place: Ahmedabad Date: July 26, 2021

Jatin Kapadia Proprietor ACS-26725 COP-12043 FRN: S2017GJ508600 UDIN: A026725C000686472

Disclaimer: Due to restricted movement amid COVID-19 pandemic, we have conducted the assignment by examining the Secretarial Records including Minutes, Documents, Registers and other records etc., and some of them received by way of electronic mode from the Company and could not be verified from the original records. The management has confirmed that the records submitted to us are true and correct. This Report is limited to the Statutory Compliances on laws / regulations /guidelines listed in our report which have been complied by the Company up to the date of this Report pertaining to Financial Year 2020-21. We are not commenting on the Statutory Compliances whose due dates are extended by Regulators from time to time due to COVID-19 or still there is time line to comply with such compliances.

note: This report is to be read with our letter of even date which is annexed as Annexure 1 and forms an integral part of this report.

42 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Annexure 3 To the Directors’ Report (contd.)

Annexure - 1

To,

The Members,

Ice Make Refrigeration Limited.

Our report of even date is to be read along with this letter.

Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For K. Jatin & co.

Company Secretaries

Jatin Kapadia

Proprietor

Place: Ahmedabad

Date: July 26, 2021

ACS-26725 COP-12043 FRN: S2017GJ508600 UDIN: A026725C000686472

Annual Report 2020-21 43

Annexure 4

To THE DIREcToRS’ REPoRT

PRAcTIcInG coMPAnY SEcRETARY’S cERTIFIcATE on coRPoRATE GovERnAncE

The Members of

Ice Make Refrigeration Limited,

We have examined the compliance of conditions of Corporate Governance by ICE MAKE REFRIGERATION LIMITED for the financial year ended on March 31, 2021 and also up to the date of this report, as per Regulation 15(2) of the SEBI (Listing of Securities and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

The compliance of conditions of corporate governance is the responsibility of the management. Our examination has been limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of Corporate Governance as stipulated in LODR / LA. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and based on the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46, para C, D and E of Schedule V and Part E of Schedule II of LODR.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Kashyap R. Mehta & Associates

Company Secretaries FRn: S2011GJ166500

Kashyap R. Mehta

Place: Ahmedabad

Date: July 26, 2021

Proprietor C.O.P. No.: 2052 FCS: 1821 UDIN : F001821C000686441

44 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Annexure 5 To THE DIREcToRS’ REPoRT

FoRM Aoc - 1

PART “A”: SUbSIDIARIES

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Subsidiary Companies.

(` In lakhs)

		(`In lakhs)
1	Name of Subsidiary	Bharat Refrigerations Private Limited
2	Corporate Identity Number	U29191GJ2005PTC113576
3	Reporting Period	March 31, 2021
4	Share Capital	151.36
5	Reserve & Surplus	(248.99)
6	Total Assets	1039.20
7	Total Liabilities (Excluding Share Capital & Reserves)	941.57
8	Investments	-
9	Turnover	855.18
10	Proft / Loss before Taxation	(120.63)
11	Provision for Taxation	(31.36)
12	Proft / Loss after Taxation	(89.26)
13	Proposed Dividend	-
14	Percentage of Shareholding	100.00 %

PART “b”: ASSocIATES AnD JoInT vEnTURES

The Company does not have any Associate Companies / JVs.

For and on behalf of the board of Directors

Mr. chandrakant Patel Chairman & Managing Director DIN - 02441116

Mr. vipul Patel Joint Managing Director DIN –02473121

Mr. Ankit Patel Chief Financial Officer

Place : Ahmedabad Date : July 26, 2021

Mr. Rajendra P. Patel

Joint Managing Director DIN - 02441138

Mr. Mandar Desai Company Secretary & Compliance Officer

Annual Report 2020-21 45

Annexure 6

To THE DIREcToRS’ REPoRT

AnnUAL REPoRT on cSR AcTIvITIES

(Pursuant to section 135 and Schedule vII of the companies Act, 2013 and companies (corporate Social Responsibility Policy) Rules, 2014)

1	Brief outline of Company’s CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs.	Brief outline of Company’s CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs.	Brief outline of Company’s CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs.	In compliance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder, the Company has framed a CSR Policy. On recommendation of CSR Committee, the Board of Directors approved the CSR spending on sectors like Education, Poverty / Hunger, Animal Welfare etc.	In compliance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder, the Company has framed a CSR Policy. On recommendation of CSR Committee, the Board of Directors approved the CSR spending on sectors like Education, Poverty / Hunger, Animal Welfare etc.	In compliance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder, the Company has framed a CSR Policy. On recommendation of CSR Committee, the Board of Directors approved the CSR spending on sectors like Education, Poverty / Hunger, Animal Welfare etc.
2	The Composition of the CSR Committee
	Sl. no.	name of Director	Designation / nature of Directorship		number of meetings of cSR committee held during the year	number of meetings of cSR committee attended during the year
	1	Mr. Rajendra P. Patel	Chairman, Jt. ManagingDirector		1	1
	2	Mr. Vipul I. Patel	Member, Jt. ManagingDirector		1	1
	3	Mr. Krishnakant L. Patel	Member, Independent Director		1	1
	Mr. Rajendra P. Patel – Chairman Mr. Krishnakant L. Patel - Member Mr. Vipul I. Patel – Member
3	Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.			CSR Policy and CSR projects approved by the board are disclosed on the website of the company at its following weblink: http://www.icemakeindia.com/pdf/policies/policy- oncorporate-social-responsibility.pdf
4	The details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).			Not Applicable.

5 Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year:

||Sl.
no.|Financial Year|Amount available for set-off
from preceding fnancial
years (in**)**|**Amount available for set-off** **from preceding fnancial** **years (in**)|Amount required to be setoff for
the fnancial year, ifany (in`)|
|---|---|---|---|---|---|
||1.|2020-21|Nil||Nil|
|6|Average net proft of the Company for last three fnancial
years.|||1015.68||
|7|a)
Prescribed CSR expenditure (2% of the amount as
in item 6 above)
b)
b) Surplus arising out of the CSR projects or
programmes or activities of the previous fnancial
years.
c)
Amount required to be set off for the fnancial yea
d)
Total CSR obligation for the fnancial year (7a+7b-7c).|||20.31
Nil
Nil
20.31||

46 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Annexure 6 To the Directors’ Report (contd.)

(a)	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -	CSR amount spent or unspent for the fnancial year 2020-21: Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent cSR Account as per Section 135(6). Amount transferred to any fund specifed under Schedule vII as per second proviso to section 135(5). Amount Date of transfer name of the Fund Amount Date of transfer 20.86 Nil - - Nil -
	Total Amount Spent for the Financial Year
					Total Amount transferred to Unspent cSR Account as per Section 135(6).
					Amount					Date of transfer				name of the Fund			Amount
	20.86				Nil					-				-			Nil

(b)	Details of CSR amount spent againstongoing projectsfor the fnancial year:
	(1)	(2)	(3)			(4)		(5)			(6)		(7)		(8)	(9)		(10)	(11)
	Sl. no	name of the Project	Item from thelist of activities in Schedule vIIto the Act			Local area (Yes/no)		Location of the project.			Project duration		Amount allocated for the project		Amount spent in the current fnancial Year	Amount transferred to Unspent cSR Account for the project as per Section 135 (6)		Mode of Implementation - Direct (Yes/ no)	Mode of Implementation - Through Implementing Agency
								State	District										name		cSR Registration number.
								noT APPLIcAbLE

(c)	Details of CSR amount spent againstother than ongoing projectsfor the fnancial year 2020-21:

(1)	(2)			(3)			(4)		(5)						(6)	(7)		(8)
Sr. no.	name of the Project			Item from the list of activities in schedule vII to the Act.			Local area (Yes/ no)		Location of the project.						Amount spent for the project	Mode of imple- mentation- Direct (Yes/no)		Mode of implementation - Through implementing agency.
									State			District						---		cSR registration number*
1	Eradicating Hunger/ Poverty			I			Yes		Gujarat			Ahmedabad			19,500	Yes		---		See note below
2	Animal Welfare			IV			Yes		Gujarat			Ahmedabad			24,010	No		Shri Viramgam Khodadhor Panjarapol Sanstha
3	Eradicating Hunger/ Poverty			I			Yes		Gujarat			Ahmedabad			1,50,000	Yes		---
4	Promoting health care including preventive health care			I			Yes		Gujarat			Ahmedabad			11,550	Yes		---
5	Eradicating Hunger/ Poverty			I			Yes		Gujarat			Ahmedabad			22,510	Yes		---
6	Eradicating Hunger/ Poverty			I			Yes		Gujarat			Ahmedabad			59,598	Yes		---
7	Promoting health care including preventive health care			I			Yes		Gujarat			Ahmedabad			10,000	No		Sainik Welfare Fund

Annual Report 2020-21 47

Annexure 6 To the Directors’ Report (contd.)


(1)	(2)	(3)	(4)	(5)		(6)	(7)	(8)
Sr. no.	name of the Project	Item from the list of activities in schedule vII to the Act.	Local area (Yes/ no)	Location of the project.		Amount spent for the project	Mode of imple- mentation- Direct (Yes/no)	Mode of implementation - Through implementing agency.
				State	District			name	cSR registration number*
8	Promoting Education	II	Yes	Gujarat	Vadodara	75,000	No	Abhilasha Charitable Trust	See note below
9	Eradicating Hunger/ Poverty	I	Yes	Gujarat	Ahmedabad	9,260	Yes	---
10	Promoting Education	II	Yes	Gujarat	Ahmedabad	25,000	No	Vivekananda Rock Memorial & Vivekananda Kendra
11	Promoting Education	II	Yes	Gujarat	Mehsana	35,000	No	Sarasvati Foundation
12	Promoting Education	II	Yes	Gujarat	Ahmedabad	50,000	No	Bhartiya Education Trust
13	Eradicating Hunger/ Poverty	I	Yes	Gujarat	Ahmedabad	39,630	Yes	---
14	Eradicating Hunger/ Poverty	I	Yes	Gujarat	Ahmedabad	23,120	Yes	---
15	Animal Welfare	IV	Yes	Gujarat	Ahmedabad	21,000	No	Ahmedabad Panjarapol Sanstha
16	Promoting Education	II	Yes	Gujarat	Vadodara	25,000	No	Mahavir Foundation Trust
17	Eradicating Hunger/ Poverty	I	Yes	Gujarat	Ahmedabad	19,290	Yes	---
18	Eradicating Hunger/ Poverty	I	Yes	Gujarat	Surendranagar	10,00,000	No	Shree Radha Krishna Devna Swaminara yan Mandir
19	Promoting Education	II	Yes	Gujarat	Ahmedabad	4,50,000	No	Shree Nutan Kelvani Mandal
20	Eradicating Hunger/ Poverty	I	Yes	Gujarat	Ahmedabad	16,870	Yes	---
ToTAL						20,86,338

The applicability of obtaining CSR registration number is effective from the year 2021-22 as per The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 effective from 22-01-2021 (d) Amount spent in Administrative Overheads:-nil (e) Amount spent on Impact Assessment, if applicable: -not Applicable (f) Total amount spent for the Financial Year (8b+8c+8d+8e): -20,86,338*

*The applicability of obtaining CSR registration number is effective from the year 2021-22 as per The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 effective from 22-01-2021

(d) Amount spent in Administrative Overheads: -nil

(e) Amount spent on Impact Assessment, if applicable: - not Applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): - 20,86,338

48 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Annexure 6 To the Directors’ Report (contd.)

(g) Excess amount for set off, if any: -

Sl. no.	Particulars	Amount (in`)
(i)	Two percent of average net proft of the company as per section 135(5)	20,31,369
(ii)	Total amount spent for the Financial Year	20,86,338
(iii)	Excess amount spent for the fnancialyear[(ii)-(i)]	54,969
(iv)	Surplus arising out of the CSR projects or programmes or activities of theprevious fnancialyears,if any	Nil
(v)	Amount available for set off in succeedingfnancialyears[(iii)-(iv)]	54,969

9 (a) Details of Unspent CSR amount for the preceding three financial years:

Preceding Financial Year.	Amount transferred to Unspent cSR Account under section 135 (6)	Amount spent in the reporting Financial Year	Amount transferred to any fund specifed under Schedule VII as per section 135(6), if any.	Amount transferred to any fund specifed under Schedule VII as per section 135(6), if any.	Amount transferred to any fund specifed under Schedule VII as per section 135(6), if any.	Amount remaining to be spent in succeeding fnancial years
			name of the Fund	Amount	Date of transfer

The Company had spent the requisite amount towards its CSR during the preceding three financial years and hence, there was no unspent amount of CSR in any of the these financial years.

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl. no	Project ID	name of the Project	Financial Year in which the project was commenced	Project duration	Total amount allocated for the project	Amount spent on the project in the reporting Financial Year	cumulative amount spent at the end of reporting Financial Year.	Status of the Project - completed /ongoing.

During the last three financial years the Company incurred its CSR indirectly through implementing agency and henceforth the disclosure requirement under this section is not applicable to the Company.

10 In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: - The company had not created or acquired any of the capital asset out of the CSR spent during the financial year and therefore the disclosure requirement relating to creation or acquisition of capital asset not applicable to the company.

11 Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).:- not Applicable

on behalf of the board of Directors, Ice Make Refrigeration Limited

Place: Ahmedabad

Date: July 26, 2021

Mr. chandrakant P. Patel

Chairman & Managing Director

Mr. Rajendra P. Patel

Chairman- CSR Committee & Joint Managing Director

Annual Report 2020-21 49

Annexure 7

To THE DIREcToRS’ REPoRT

cERTIFIcATE oF non-DISQUALIFIcATIon oF DIREcToRS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015)

To,

The Members of

Ice Make Refrigeration Limited

B-1, Vasupujya Chamber, Near Navdeep Building, Income -Tax Cross Road, Ahmedabad – 380 014

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Ice Make Refrigeration Limited having CIN: L29220GJ2009PLC056482 and having registered office at B-1, Vasupujya Chamber, Near Navdeep Building, Income-Tax Cross Road, Ahmedabad – 380 014 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority:

Sr. no.	name of the Director	DIn	Date of appointment in the company
1	Mr. Chandrakant P. Patel	02441116	March 31, 2009
2	Mr. Rajendra P. Patel	02441138	March 31, 2009
3	Mr. Vipul I. Patel	02473121	March 31, 2009
4	Dr. Hasmukh B. Patel*	00051983	September 05, 2017
5	Mr. Harshadrai P. Pandya	03372010	September 05, 2017
6	Ms. Darsha R. Kikani	00155791	September 05, 2017
7	Mr. Krishnakant L. Patel	01336433	September 05, 2017

* cessation from Directorship w.e.f. April 26, 2021 due to his demise

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Kashyap R. Mehta & Associates

Company Secretaries FRN: S2011GJ166500

Kashyap R. Mehta

Place: Ahmedabad Date: July 26, 2021

Proprietor C.O.P. No.: 2052 FCS: 1821 UDIN: F001821C000686439

50 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

corporate Governance Reports

1. IcE MAKE’S PHILoSoPHY on coDE oF coRPoRATE GovERnAncE

At Ice Make, the Corporate Governance standards demonstrate absolute importance given to all the Stakeholders and strong commitment to values and ethics in the business conduct. Your Company is committed to good Corporate Governance, based on an effective Independent Board, by abiding the guidelines and continuous assessment, Clear and ethical direction and sound business decisions, with action plan to performance measurement and customer satisfaction. This, together with sustainable development policies followed by the Company, has enabled your Company to earn trust and goodwill of its investors, business partners, employees and the communities in which it operates.

A Report on compliance with the principles of Corporate Governance as prescribed by SEBI in Chapter IV read with Schedule V of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 (Listing Regulation) is given below:

2. boARD oF DIREcToRS

The composition of the Board is in conformity with Regulation 17 of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and Section 149 of the Companies Act, 2013 (Act).

The Company firmly believes that an active, well informed and independent Board is necessary to ensure the highest standards of Corporate Governance to bring objectivity and transparency in the Management. The Board of Directors is entrusted with the ultimate responsibility of the management, general affairs, direction and performance of the Company and has vested with the requisite powers, authorities and duties.

The Company is managed by the Board of Directors in coordination with the Senior Management team. As on March 31, 2021, the Company has seven (7) Directors on its Board out of which three (3) are Executive Directors and four (4) are Independent Directors including one Woman Director.

The Board of Directors at Ice Make is headed by Mr. Chandrakant P. Patel, Chairman & Managing Director of the Company. The Independent Directors on the Board are qualified, experienced, competent and highly reputed persons from their respective fields.

(a) composition and category of Directors as on March 31, 2021:

Sr. no.	name of the Director & Designation	category	Inter-se relationships between Director	Attendance of Meeting during 2020-21	Attendance of Meeting during 2020-21	Last Annual General Meeting Attended	number of Director- ships in other compa- nies@	committee Membership in other compa- nies**	committee chairman- ship in other companies
				board Meeting held during tenure	board meeting attended during tenure
1	Mr. Chandrakant P. Patel DIN: 02441116 Chairman & Managing Director	Promoter - Executive Director	Brother of Mr. Rajendra P. Patel	04	04	Yes	0	0	0
2	Mr. Rajendra P. Patel DIN: 02441138 Joint Managing Director	Promoter - Executive Director	Promoter -Executive Director	04	04	Yes	0	0	0
3	Mr. Vipul I. Patel DIN: 02473121 Joint Managing Director	Promoter -Executive Director	Cousin Brother of Mr. Chandrakant P. Patel & Mr. Rajendra P. Patel	04	04	Yes	0	0	0

Annual Report 2020-21 51

corporate Governance Reports (contd.)

Sr. no.	name of the Director & Designation	category	Inter-se relationships between Director	Attendance of Meeting during 2020-21	Attendance of Meeting during 2020-21	Last Annual General Meeting Attended	number of Director- ships in other compa- nies@	committee Membership in other compa- nies**	committee chairman- ship in other companies
				board Meeting held during tenure	board meeting attended during tenure
4	Ms. Darsha R. Kikani DIN: 00155791 Independent Director	Non- Executive Independent Director	-	04	04	Yes	3	1	0
5	Dr. Hasmukhbhai B. Patel* DIN: 00051983 Independent Director	Non- Executive Independent Director	-	04	04	Yes	0	0	0
6	Mr. Harshadrai P. Pandya DIN: 03372010 Independent Director	Non- Executive Independent Director	-	04	04	Yes	0	0	0
7	Mr. Krishnakant L. Patel DIN: 01336433 Independent Director	Non- Executive Independent Director	-	04	04	Yes	0	0	0

Cessation of Directorship of Dr. Hasmukhbhai B. Patel w.e.f. April 26, 2021 due to his demise.

@Private Companies, foreign companies and companies under Section 8 of the Companies Act, 2013 are excluded

**for the purpose of reckoning the limit of committees, only chairmanship/membership of the Audit Committee and Stakeholders’ Relationship Committee has been considered.

b) Directorship in Listed Entities other than Ice Make Refrigeration Limited and the category of directorship as on March 31, 2021, is as follows:

name of Director	name of listed company	category of Directorship
Mr. Chandrakant P. Patel	-	N.A
Mr. Rajendra P. Patel	-	N.A
Mr. Vipul I. Patel	-	N.A
Ms. Darsha R. Kikani	Marudhar Industries Limited	Independent Director
Dr. Hasmukhbhai B. Patel*	-	N.A
Mr. Harshadrai P. Pandya	-	N.A
Mr. Krishnakant L. Patel	-	N.A

Cessation of Directorship of Dr. Hasmukhbhai B. Patel w.e.f. April 26, 2021 due to his demise

52 Ice Make Refrigeration Limited

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(c) Details of the Directors seeking Appointment / Re-appointment in forthcoming Annual General Meeting:

Particulars	Mr. Rajendra P. Patel
Date of Birth	June 1, 1970
Date of Appointment	March 31, 2009
Qualifcations	Completed Diesel Mechanical (ITI) from MP Shah College, Ahmedabad, Gujarat
Expertise in specifc functional areas	Mr. Rajendra Patel is having rich experience in the business of refrigeration industry. He heads the production of cold room panels, refrigerated container and quality control division of our Company. As the head of these divisions, he is collectively responsible for strategic plans and implementation in the production and the quality control department.
List of Public Limited Companies in which Directorships held	nIL
List of Private Limited Companies in which Directorships held	1. Bharat Refrigerations Private Limited 2. Frizics Transport Refrigeration Private Limited
Chairman / Member of the Committees of the Board of Directors of our Company	Chairman – Corporate Social Responsibility Committee
Chairman / Member of the Committees of Directors of other Companies	N.A.
Shareholding in the Company	37,01,280 Equity Shares

(d) board Meetings

The Board meets at least once in every quarter to discuss and decide on inter alia business strategies / policies and review the financial performance of the Company and its subsidiaries and other items on agenda. Additional meetings are held from time to time as and when necessary.

Pursuant to exemption provided in view of Covid Pandemic, vide SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19, 2020 the stipulated time gap of 120 days between two Board meetings held between the period from December 01, 2019 till June 30, 2020 was exempted.

The notice of each Board Meeting is given in writing to each Director of the Company. The agenda along with the relevant notes and other material information are sent to each Director in advance and in exceptional cases tabled at the meeting.

Also, the Board Meetings of the Company have been held with proper compliance of the provisions of Companies Act, 2013, Listing Regulations and Secretarial Standards, as applicable thereon.

Number of meetings of the board of directors held and dates on which held:

During the financial year 2020-21, four (04) Board Meetings were held, at least one in every calendar quarter and the gap between two consecutive Board Meetings did not exceed one hundred and twenty (120) days except during the exemption period provided by SEBI due to Covid-19 pandemic. The dates on which the Board Meetings were held, are as follows:

(1) July 25, 2020 (2) November 07, 2020 (3) December 14, 2020 (4) February 12, 2021.

board Support

The Company Secretary attends the Board / Committee meetings and advises on compliances with applicable laws and governance.

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(e) no of Shares and convertible Instruments held by non-Executive Directors:

Sr. no.	name of the non-Executive Director no. of Equity Shares held as on March 31, 2021	no. of convertible Instruments held as on March 31, 2021
1	Ms. Darsha R. Kikani NIL	Not Issued by the Company
2	Dr. Hasmukh B. Patel* NIL
3	Mr. Harshadrai P. Pandya NIL
4	Mr. Krishnakant L. Patel 2,000

Cessation of Directorship of Dr. Hasmukhbhai B. Patel w.e.f. April 26, 2021 due to his demise

(f) web Link of Familiarization Programs imparted to the Independent Directors

The details of the familiarization program are available on the Company’s website - http://www.icemakeindia.com

(g) Relationships between directors inter-se:

Mr. Rajendra Patel, Mr. Vipul I. Patel and Mr. Chandrakant Patel are related to each other.

(h) chart or Matrix setting out the skills/ expertise/ competence of the board of directors specifying the following:

The following is the list of core skills / competencies identified by the Board of Directors as required in the context of the Company’s business and that the said skills are available within the Board Members:

business Management & Leadership	Leadership experience including in areas of general management, business development, strategic planning and long-term growth.
Industry Domain Knowledge	Knowledge about products & business of the Company and understanding of business environment,
Financial Expertise	Financial and risk management, Internal control, Experience of fnancial reporting processes, capital allocation, resource utilization, Understanding of Financial policies and accounting statement and assessing economic conditions.
Governance & compliance	Experience in developing governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long- term effective stakeholder engagements and driving corporate ethics and values.

In the table below, the specific areas of focus or expertise of individual board members have been highlighted.

name of Director	business Leadership	Industry Domain Knowledge	Financial Expertise	Governance & c;ompliance
Mr. Chandrakant P. Patel	Y	Y	Y	Y
Mr. Rajendra P. Patel	Y	Y	Y	Y
Mr. Vipul I. Patel	Y	Y	Y	Y
Ms. Darsha R. Kikani	Y	Y	Y	Y
Dr. Hasmukhbhai B. Patel*	Y	Y	Y	Y
Mr. Harshadrai P. Pandya	Y	Y	Y	Y
Mr. Krishnakant L. Patel	Y	Y	Y	Y

Cessation of Directorship of Dr. Hasmukhbhai B. Patel w.e.f. April 26, 2021 due to his demise

Note - Each Director may possess varied combinations of skills/ expertise within the described set of parameters and it is not necessary that all Directors possess all skills/ expertise listed therein.

h) In accordance with para C of Schedule V of the Listing Regulations, the Board of Directors of the Company hereby confirm that the Independent Directors of the Company fulfill the conditions specified in the Regulations and are independent of the management.

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i) Dr. Hasmukh B. Patel, Independent Director of the Company had ceased to be an Independent Director of the Company w.e.f. April 26, 2021 due his demise and relevant disclosure required with respect to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 had been made by the Company to the Stock Exchange in due course of time.

3. AUDIT coMMITTEES

The Company has complied with the requirements of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as regards composition of Audit Committee.

a. brief Description of Terms of Reference

(1) Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
(2) Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
(3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(4) Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:
(a) Matters required to be included in the Director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
(b) Changes, if any, in accounting policies and practices and reasons for the same;
(c) Major accounting entries involving estimates based on the exercise of judgment by management;
(d) Significant adjustments made in the financial statements arising out of audit findings;
(e) Compliance with listing and other legal requirements relating to financial statements;
(f) Disclosure of any related party transactions;
(g) Modified opinion(s) in the draft audit report;
(5) Reviewing, with the management, the periodic financial statements before submission to the Board for approval;
(6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
(7) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
(8) Approval or any subsequent modification of transactions of the listed entity with related parties;
(9) Scrutiny of inter-corporate loans and investments;
(10) Valuation of undertakings or assets of the listed entity, wherever it is necessary;
(11) Evaluation of internal financial controls and risk management systems;
(12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
(13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
(14) Discussion with internal auditors of any significant findings and follow up there on;
(15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

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corporate Governance Reports (contd.)

(16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
(17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
(18) To review the functioning of the whistle blower mechanism;
(19) Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
(20) Carrying out any other function as is mentioned in the terms of reference of the audit committee.

b. composition of the Audit committee:

Composition of the Audit Committee and attendance of each director during the financial year ended on March 31, 2021 is as per following:

2021 is as per following:
name of the committee Member	Designation	category no. of meetings held during fnancial year ended on March 31, 2021	no. of meetings attended during fncancial year ended on March 31, 2021
Dr. Hasmukh B. Patel*	Chairman	Independent Director 4	4
Mr. Harshadrai Pandya	Member	Independent Director 4	4
Mr. Chandrakant P. Patel	Member	Executive Director 4	4

Cessation of Directorship of Dr. Hasmukhbhai B. Patel w.e.f. April 26, 2021 due to his demise.

The Audit Committee met 4 times during the Financial Year 2020-21. Pursuant to exemption provided in view of Covid Pandemic, vide SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19, 2020 the stipulated time gap of 120 days between two Audit Committee meetings held between the periods from December 01, 2019 till June 30, 2020 was exempted. The maximum gap between two meetings was not more than 120 days except during the exemption period provided by SEBI. The Committee met on (1) July 25, 2020 (2) November 07, 2020 (3) December 14, 2020 (4) February 12, 2021. The necessary quorum was present for all Meetings. The Chairperson of the Audit Committee was present at the last Annual General Meeting of the Company

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

Mr. Mandar Desai, Company Secretary & Compliance Officer acts as Secretary to this Committee.

Further due to demise of Dr. Hasmukhbhai B. Patel on April 26, 2021, the Audit committee of the Company has been reconstituted as follows w.e.f. June 04, 2021:

been reconstituted as follows w.e.f. June 04, 2021:
name of the committee Member	Designation	category
Ms. Darsha R. Kikani	Chairman	Independent Director
Mr. Harshadrai Pandya	Member	Independent Director
Mr. Chandrakant P. Patel	Member	Executive Director

4. noMInATIon & REMUnERATIon coMMITTEE:

The Company has complied with the requirements of Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013 as regards composition of Nomination and Remuneration Committee.

a. brief Description of Terms of Reference includes:

To Formulate criteria for evaluation of performance of Independent Directors and the Board of Directors;
To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down
To carry out evaluation of every Director’s performance

56 Ice Make Refrigeration Limited

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To recommend to the Board the appointment and removal of Directors and Senior Management
To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management
To devise a policy on Diversity of Board of Directors;
To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable
To recommend to the Board, whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation; and
To decide quantum of Commission / Sitting Fee or other amounts of Non-Executive Directors of the Company

b. composition of the committee & meetings and attendance during the year;

Composition of the Nomination and Remuneration Committee consists of the following Directors and attendance of each director during the financial year ended on March 31, 2021 is as per following:

name of the committee Member	Designation	category no. of meetings held during fnancial year ended on March 31, 2021 no. of meetings attended
Ms. Darsha R. Kikani	Chairperson	Independent Director 2 2
Mr. Krishnakant L. Patel	Member	Independent Director 2 2
Mr. Chandrakant P. Patel	Member	Chairman & Managing Director 2 2

Mr. Mandar Desai, Company Secretary & Compliance Officer of the Company acts as Secretary of the Committee.

Further, the NRC committee of the Company has been reconstituted as follows w.e.f. June 04, 2021:

name of the committee Member	Designation	category
Ms. Darsha R. Kikani	Chairperson	Independent Director
Mr. Krishnakant L. Patel	Member	Independent Director
Mr. Harshadrai P. Pandya	Member	Independent Director

c. Performance Evaluation criteria of Independent Directors

The performance evaluation criteria of the Independent Directors are determined by the Nomination and Remuneration Committee. An Indicative list of the factors which may be evaluated includes participation and contribution by the Director, commitment, effective deployment of knowledge, expertise of their field, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgment.

The performance evaluation criteria for Non-Executive Independent Directors, is determined by the Nomination & Remuneration Committee. An indicative list of factors which are being evaluated includes participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement.

5. REMUnERATIon oF DIREcToRS

Details of Remuneration of Directors for the year ended on March 31, 2021

₹ In lakhs

UnERATIon oF DIREcToRS Details of Remuneration of Directors	for the year ended on March 31, 2021		₹ In lakhs
name of Director	Salary & Perquisites and other allowances	Sitting Fees	Total
Mr. Chandrakant P. Patel	20.25	-	20.25
Mr. Rajendra P. Patel	20.25	-	20.25
Mr. Vipul I. Patel	20.25	-	20.25
Ms. Darsha R. Kikani	-	0.66	0.66
Dr. Hasmukh B. Patel	-	0.72	0.72
Mr. Harshadrai P. Pandya	-	0.72	0.72
Mr. Krishnakant L. Patel	-	-	-
Total	60.75	2.10	62.85

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Criteria of making payments to the Non-Executive Directors
The Non-Executive Directors of the Company have been paid remuneration of 15,000/- for attending each of the Board meetings and 3,000/- for attending each of the Committee meetings during the Financial Year ended on March 31, 2021. Mr. Krishnakant L. Patel has voluntarily waived his rights to receive sitting fees.
No Commission or Stock Option has been offered to the Directors
The terms of appointment of Managing Director / Whole-time Director are governed by the resolutions of the members and applicable rules of the Company. None of the Directors are entitled to severance fees
Commission based on performance criteria, if any, as approved by the Board and subject to maximum limit specified in the Act
The Nomination and Remuneration Policy of the Company is given in Directors’ Report which specifies the criteria of making payments to Non-Executive Directors
Service contract and notice period are as per the terms and conditions mentioned in their Letter of Appointments
Pecuniary Relationship or Transactions of the Non- Executive Directors vis-à-vis Company; Apart from receiving sitting fees for attending Board and Committee meetings, no transaction for payment of any sum has been made with Non- Executive Directors vis-a-vis your Company

6. STAKEHoLDER RELATIonSHIP coMMITTEE oR STAKEHoLDERS’ GRIEvAncE coMMITTEE:

The Stakeholders’ Relationship Committee functions in accordance with Section 178 of the Act and Regulation 20 read with Part D of Schedule II of the SEBI Listing Regulations. The Committee comprises of 2 Independent Directors and 2 Executive Directors.

The Committee is empowered to:

Review statutory compliances relating to all security holders
Consider and resolve the grievances of security holders of the Company, including complaints related to transfer of securities, non-receipt of annual report/ declared dividends/ notices/ balance sheet
Oversee compliances in respect of dividend payments
Review movements in shareholding and ownership structures of the Company
Ensure setting of proper controls and oversee performance of the Registrar and Share Transfer Agent
Recommend measures for overall improvement of the quality of investor services During the Financial Year under Report the Committee met on March 02, 2019.

a. composition

As on March 31, 2021 following were the members of the Stakeholder Relationship Committee / Shareholders’ / Investors’ Grievance Committee::

name of the committee Member	Designation	category
Mr. Harshadrai P. Pandya	Chairman	Independent Director
Mr. Krishnakant L. Patel	Member	Independent Director
Mr. Chandrakant P. Patel	Member	Executive Director
Mr. Vipul I. Patel	Member	Executive Director

b. Compliance Officer

Mr. Mandar Desai, Company Secretary & Compliance Officer can be contacted at:

Ice Make Refrigeration Limited Plant & Corporate Office:

Survey Number 226, Dantali Industrial Estate, Gota Vadsar Road, Near Ahmedabad City, Taluka Kalol, District: Gandhinagar 382721

Gujarat, India

Tel: +91-9879107881 (Ext: 220) Email: [email protected]

c. Status of Investors complaint

As on March 31, 2021, the Company has no pending Investor Complaint.

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7. GEnERAL boDY MEETInGS

a. Dates, time and places of last three Annual General Meetings (AGMs) held are given below:

AGM	venue	Date	Time	no. of Special Resolution (s)
2019-20 11th AGM	AGM held through Video Conferencing/ Other audio visual means. Deemed Venue : Registered Offce of the Company - B/1, VasuPujya Chamber, Nr. Navdeep Building, Income-Tax Cross Road, Ashram Road, Ahmedabad – 380009, Gujarat, India	Saturday, September 26, 2020	11.00 am	1. Reappointment of Mr. Chandrakant P. Patel as Joint Managing Director for a period of 3 years with effect from September 05, 2020 2. Reappointment of Mr. Rajendra P. Patel as Joint Managing Director for a period of 3 years with effect from September 05, 2020 3. Reappointment of Mr. Vipul I. Patel as Joint Managing Director for a period of 3 years with effect from September 05, 2020
2018-2019 10th AGM	Venetia, Eulogia Inn, Beside Prime Status, Nr. Rainforest Garden Restaurant, Devnagar, Gota, S. G. Highway, Ahmedadabad-382481, Gujarat, India	Saturday, September 14, 2019	11.30 am	Under Section 14 of the Companies Act, 2013 for alteration of Articles of Association of the Company by insertion of Clause 213A in Articles of Association for enabling members to waive/ forego their right to receive Dividend, Bonus Shares or any other right
2017-2018 9th AGM	Venetia, Eulogia Inn, Beside Prime Status, Nr. Rainforest Garden Restaurant, Devnagar, Gota, S. G. Highway, Ahmedadabad-382481, Gujarat, India	Saturday , August 25, 2018	11.30 am	No Special Resolution was passed-

b. Extra ordinary General Meeting held during the period under Report

There is No Extra Ordinary General Meeting held during the period ended March 31, 2021

c. whether any special resolution passed last year through postal ballot

During the Financial year ended on March 31, 2021, the Company has passed one Special Resolution through Postal Ballot, the details of which are given hereunder:

Sr. no	Date of approval of Shareholders	Resolutions passed by way of Postal ballot
1	April 10, 2020	Migration of Listing / Trading of 1,56,72,000 Equity Shares of the Company to the main Board of National Stock Exchange of India Limited (NSE)

d. Person who conducted the postal ballot exercise

Mr. Mandar Desai, Company Secretary & Compliance Officer

e. whether any special resolution is proposed to be conducted through postal ballot

At present there is no proposal to pass any Special Resolution through Postal Ballot.

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corporate Governance Reports (contd.)

f. Procedure for Postal ballot

Procedure Followed for Postal ballot / E-voting

I. In compliance with the Listing Regulations and Section 108, 110 and other applicable provisions of the Companies Act, 2013, read with the rules made thereunder, the Company provided electronic voting facility to all its members, to enable them to cast their votes electronically. The members had the option to vote either by physical ballot or e-voting.
II. The Company dispatched the postal ballot notice containing draft resolutions together with the explanatory statements, postal ballot forms and self-addressed envelopes to the members whose names appeared in the register of members / list of beneficiaries as on the respective cutoff dates. The Company also published notices in the newspaper declaring the details of completion of dispatch and other requirements as mandated under the Companies Act, 2013 and applicable rules.
III. Members were advised to carefully read the instructions printed on the postal ballot form before casting their vote and return the duly completed form in the attached selfaddressed business reply envelope so as to reach the scrutinisers in case of members desiring to exercise their votes by physical postal ballot forms. Members voting through electronic mode were requested to follow the instructions for e-voting.
IV. The result of postal ballot / e-voting is placed at the website of the Company at www.icemakeindia.com besides being communicated to the Stock Exchange.

Particulars	Postal ballot
Date of Dispatch of Postal Ballot Notice	March 04, 2020
Cut-off date for e-voting	February 28, 2020
Date of publication in Newspaper	March 06, 2020
Postal Ballot voting/ E-voting period	March 10, 2020 to April 8, 2020
Date of declaration of voting result	April 10, 2020

8. MEAnS oF coMMUnIcATIon

The Annual Report, Results, Shareholding Pattern, Press Releases, Investor Presentations, Intimation & Outcomes of the Board Meetings and other relevant information of the Company are posted through NSE Electronic Application Processing System (NEAPS) portals for investor information.

The Results which are submitted to the Stock Exchange in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are also uploaded on the Company’s website at:

http://www.icemakeindia.com/financials.html

The Company’s official press releases which are sent to the Stock Exchange are also made available on Company’s website as well at:

http://www.icemakeindia.com/press-releases.html

The Company’s official investor presentations which are sent to the Stock Exchange are also made available on Company’s website at:

http://www.icemakeindia.com/investor-update.html

All vital information relating to the Company are made available and kept updated at Company’s official website:

www.icemakeindia.com.

9. GEnERAL SHAREHoLDERS InFoRMATIon:

a. Registered Office: B/1, VasuPujya Chamber, Nr. Navdeep Building, Income-Tax

Cross Road, Ashram Road, Ahmedabad – 380009, Gujarat,

b. Annual General Meeting:
Date: September 25, 2021
Time: 12.00 P.M. IST

venue: Through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) As per notification issued by the Ministry of Corporate Affairs (MCA).For details please refer to the Notice to the AGM.

c. Book Closure Dates: Sunday, September 19, 2021 to Saturday, September 25, 2021
d. Tentative Financial Calendar for the year to be ended on March 31, 2022:
First quarter results: On or before August 14, 2021
Second Quarter results: On or before November 14, 2021

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Third Quarter results: On or before February 14, 2022

Audited Year end results: On or before May 30, 2022

e. Dividend Payment Date:
The proposed dividend, if declared at the ensuing Annual General Meeting will be paid to all the eligible shareholders within 30 days of date of declaration.
f. Listing on Stock Exchange

Sr. no.	name of the Stock Exchange	Address	code / Symbol
1	National Stock Exchange of India Limited – Main Board	Exchange Plaza, C-1, Block G Bandra Kurla Complex, Bandra (E) Mumbai, Maharashtra, India - 400051	ICEMAKE

ISIN: INE520Y01019

The listing fees have been duly and timely paid to the Stock Exchange for the financial year under report.

g. Market Price Data:

Market Price Data:	Market Price Data:	Market Price Data:
nSE
Months	High (₹) Low (₹) volume (no. of Shares)	nSE nifty
April, 2020	36.5 32.5 80000	9859.90
May, 2020	37.25 34.5 48000	9580.30
June, 2020	38.75 33.25 88000	10302.10
July, 2020	43.3 33.05 342000	11073.45
August, 2020	64.25 38.95 166000	11387.50
September, 2020	59.85 52.1 154000	11247.55
October, 2020	84.4 58.05 376632	11642.40
November, 2020	89 64.85 414539	12968.95
December, 2020	120.2 86.2 1147012	13981.75
January, 2021	108.95 71.9 822886	13634.60
February, 2021	85.7 70.05 506353	14529.15
March, 2021	76 63.25 295597	14690.70

The Shares of the Company were traded in the SME Segment upto the migration i.e. upto October 09, 2020

h. Registrar & Share Transfer Agent:

Link Intime India Private Limited

Ahmedabad Office:

Tel: +91 79 2646 5179 506 to 508, ABC – 1, Besides Gala Business Centre, Off. CG Road, Fax: +91 79 26465179, Navrangpura, Ahmedabad – 380009, Gujarat, India Email: [email protected] Website: [email protected]

i. Share Transfer System

Share transfer work of physical segment is attended by the Company’s Registrar & Share Transfer Agent within the prescribed period under law.

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corporate Governance Reports (contd.)

j. Distribution of Shareholding as at March 31, 2021

no. of Equity Shares held	no. of Shareholders	% of Shareholders	no. of Shares held	% of Shareholding
Upto 500	1929	66.40	2,66,836	1.70
501 to 1000	218	7.50	1,82,077	1.16
1001 to 2000	512	17.62	9,48,089	6.05
2001 to 3000	43	1.48	1,03,434	0.66
3001 to 4000	62	2.13	2,37,245	1.51
4001 to 5000	13	0.45	60,949	0.39
5001 to 10000	71	2.44	5,16,630	3.30
10001 & above	57	1.96	1,33,56,740	85.23
Grand Total	2905	100.00	15672000	100.00

In case of Shares in electronic form, the transfers are processed by NSDL / CDSL through the respective Depository Participants.

k. category of Shareholders as on March 31, 2021

category	no. of Shares Held	% of Share Holding
A. Promoter & Promoter Group	11748000	74.96
b. Public Shareholding
(a)Other Bodies Corporate	343182	2.19
(b)HUF	173850	1.11
(c)NRI	295219	1.88
(d)Other Public Shareholders	3195989	20.39
(e)ClearingMembers	15512	0.1
(f)NBFC Registered with RBI	-	-
Total	1,56,72,000	100.00

l. break up of Shares in physical & Demat form as on March 31, 2021:

Particulars	no. of Shares	% of Shares
Physical Segment	2	Negligible
Demat Segment • CDSL • NSDL	1,32,03,815 24,68,183	84.25 15.75
Total	1,56,72,000	100.00

The Company’s equity shares have been allotted ISIN (INE520Y01019) both by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL).

Outstanding global depository receipts or American depository receipts or warrants or any convertible instruments, conversion date and likely impact on Equity: NA

m. Commodity Price Risk or Foreign Exchange Risk and Hedging Activities Commodity risk is dealt by Company’s robust planning and strategy which ensures Company’s interests are protected despite volatility in commodity prices. Generally such fluctuation / price risk is passed on in the pricing decisions. This approach provides sufficient mitigation against volatility in commodity rates.

Your Company has managed the foreign exchange risk with appropriate activities in accordance with policies of the Company. The aim of the Company’s approach to manage currency risk is to leave the Company with the no material residual risk.

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n. Plant Location:
226, Dantali Industrial Estate,

Gota-Vadasar Road, Near Ahmedabad City, At: Dantali, Ta: Kalol, Dist.: Gandhinagar - 382721,

Gujarat, India

o. Address of Correspondence

Mr. Mandar Desai Company Secretary & Compliance Officer Tel: +91 98791 07881 Email: [email protected] Website: www.icemakeindia.com

Ice Make Refrigeration Limited Plant & Corporate Office 226, Dantali Industrial Estate, Gota-Vadasar Road, Near Ahmedabad City, At: Dantali, Ta: Kalol, Dist.: Gandhinagar - 382721, Gujarat, India Ice Make Refrigeration Limited Registered Office

B-1, Vasupujya Chamber,

Near Navdeep Building, Income-Tax Cross Road, Ahmedabad - 380009 Gujarat, India

For both Physical and Electronic Form and any assistance regarding correspondence dematerialisation of shares, share transfers, transactions, change of address, non receipt of dividend or any other query relating to shares, Shareholders’ correspondence should be addressed to the Company’s Registrar and Share Transfer Agent at:

Link Intime India Private Limited

5th Floor, 506 to 508, Amarnath Business Centre – 1

(ABC-1), Beside Gala Business Centre, Nr. St. Xavier’s College

Corner, Off C. G. Road, Navrangpura, Ahmedabad -380 006

Tel.: (079) 2646 5179 Email: ahmedabad@ linkintime.co.in

p) CREDIT RATINGS:

The Company has not obtained any Credit Rating during the financial year and hence no disclosure is required with respect to Clause 9(q) of Para C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. oTHER DIScLoSURES:

(a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large: The Company doesn’t have any material significant related party transactions that may have potential conflict with the interests of the listed entity at large.
(b) Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years:

The Company has submitted Unaudited financial results for the quarter ended on 30thSeptember, 2020 to NSE on 14th December, 2021 (delay of 27 days). As per NSE Circular No. 0909/2020 dated 8thOctober, 2020, the Company is admitted to dealings on the National Stock Exchange (Capital Market Segment – Main Board) with effect from October 12, 2020. Hence, the Company was required to adopt Ind AS, 2015 w.e.f. 1st July, 2020 as per SEBI Circular No. CIR/CFD/FAC/62/2016 dated 5thJuly, 2016.As per SEBI Circular No. CIR/CFD/FAC/62/2016 dated 5th July, 2016, the timeline for submitting the financial results (as per Ind AS, 2015 for the first time) in compliance with the provisions of the said Circular is extended by one month for September quarter. Hence, the due date for submission of the results for the quarter ended on 30th September, 2020 was 14thDecember, 2020. Accordingly, the Unaudited Financial Results for the quarter ended on 30thSeptember, 2020 has been submitted on 14thDecember, 2020 after its approval at the Board Meeting held on 14th December, 2020. The Company is of firm conviction that there is no delay in submitting Unaudited financial results for the quarter ended on 30th September, 2020 on 14th December, 2020, and also there is no Non-Compliance of Regulation 33 of SEBI (LODR) Regulation, 2015. The Company has paid penalty of ` 1,59,300/to National Stock Exchange of India Limited as demanded by them.

(c) Details of establishment of vigil mechanism whistle blower policy and affirmation that no personnel have been denied access to the audit committee:

Annual Report 2020-21 63

corporate Governance Reports (contd.)

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, Rules framed there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Vigil Mechanism / Whistle Blower Policy for Directors and Employees have already been established and the same is in place.

Mr. Chandrakant P. Patel, Chairman & Managing Director of the Company do hereby affirm that no personnel are being denied access to the Audit Committee to report genuine concerns in this regard.
(d) Details of compliance with mandatory requirements and adoption of the nonmandatory requirements:
i. The quarterly/half yearly results are not sent to the shareholders. However, the same are published in the newspapers and also posted on the Company’s website.
ii. The Company’s financial statements for the financial year 2020-21 do not contain any audit qualification.
iii. The internal auditors report to the Audit Committee.
- The Company is in compliance with the corporate governance requirements specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI Regulations.
(e) Subsidiary Company: As on March 31, 2021, Bharat Refrigerations Private Limited is wholly owned subsidiary Company of Ice Make Refrigeration Limited. At present, the Company has not adopted policy for determining material Subsidiaries.
(f) Web link where policy on dealing with related party transactions

http://www.icemakeindia.com/pdf/policies/ policyon- related-party-transaction.pdf

(g) Disclosure of commodity price risks and commodity hedging activities:

Commodity risk is dealt by Company’s robust planning and strategy which ensures Company’s interests are protected despite volatility in commodity prices. Generally such fluctuation / price risk is passed on in the pricing decisions. This approach provides sufficient mitigation against volatility in commodity rates.

h. The Company has not raised any funds through Preferential Allotment or Qualified Institutions Placement (QIP) during the financial year and hence no disclosure is required with respect to Clause 10(h) of Para C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
i. A Certificate from M/s. Kashyap R. Mehta & Associates, Practicing Company Secretaries to the effect that none of the directors on the board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority has been attached as Annexure – 7
j. During the financial year, the Board of Directors of the Company has not rejected any recommendation of any committee of the Board which was mandatorily required under the Companies Act, 2013 or the Listing Regulations.
k. The details of total fees for all services paid by the Company to the statutory auditor of the Company viz. M/s. Umesh Shah & Co. and all entities in the network firm/network entity of which the statutory auditor is a part are as follows:

Type of fee	Type of fee	2020-21	2020-21	2019-20
Audit Fees		1,90,000		1,60,000
Other fees (Certifcation Charge		NA		NA
Other fees (specify)		NA		NA
disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
Sr. no.	Particulars		no. of complaints
1	Complaints fled during the fnancialyear		Nil
2	Complaints disposed of duringthe fnancialyear		Nil
3	Complaints pending as at the end of the fnancialyear		Nil

11. DETAILS oF non-coMPLIAncE oF coRPoRATE GovERnAncE REQUIREMEnT:

There was no non-compliance during the year and no penalties were imposed or strictures passed on the Company by the Stock Exchanges, SEBI or any other statutory authority.

64 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

corporate Governance Reports (contd.)

12. coMPLIAncE wITH DIScRETIonARY REQUIREMEnTS UnDER LISTInG REGULATIonS:

Please refer Point 10(d.) above.

13. DIScLoSURES oF REQUIREMEnTS oF coRPoRATE GovERnAncE SPEcIFIED In REGULATIon 17 To 27 AnD cLAUSE (b) To (I) oF SUb-REGULATIon (2) oF REGULATIon 46

The Company is in compliance with the Corporate Governance requirements specified in Regulations 17 to 27 and Clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 of SEBI (Listing Obligations and

Disclosures Requirements) Regulations, 2015 for the financial year ended on March 31, 2021.

(b) Number of shareholders who approached listed entity for transfer of shares from suspense account during the year: nA
(c) Number of shareholders to whom shares were transferred from suspense account during the year: nA
(d) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: nA
(e) That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the hares: nA

DEcLARATIon

14. coMPLIAncE cERTIFIcATE FRoM PRAcTIcInG coMPAnY SEcRETARIES REGARDInG coMPLIAncE oF conDITIonS oF coRPoRATE GovERnAncE AnnEXED wITH THE DIREcToRS’ REPoRT

A certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance has been attached as Annexure - 4 to the Directors’ Report.

All the Board Members and Senior Management Personnel of the Company have affirmed the compliance with the provisions of the code of conduct of Board of Directors and Senior Management for the year ended on March 31, 2021.

For Ice Make Refrigeration Limited

chandrakant P. Patel

15. DIScLoSURES wITH RESPEcT To DEMAT SUSPEnSE AccoUnT/ UncLAIMED SUSPEnSE AccoUnT

Place: Ahmedabad Chairman & Managing Director Date: July 26, 2021 DIN: 02441116

(a) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: nIL

Annual Report 2020-21 65

Independent Auditors’ Report

UMESH SHAH & ASSocIATES

CHARTERED ACCOUNTANTS

7-8, 4TH FLOOR, SNEH SHRUSTI COMPLEX, SAMBHAV PRINTING PRESS LANE, Nr.JUDGES BUNGLOWS, BODAKDEV, AHMEDABAD – 380015

To the Members,

Ice Make Refrigeration Limited

REPoRT on THE AUDIT oF THE STAnDALonE FInAncIAL STATEMEnTS

accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

oPInIon

We have audited the accompanying Standalone Financial Statements of Ice Make Refrigeration Limited (the “Company”), which comprise the Balance Sheet as at March 31, 2021, and the statement of Profit and Loss (including Other Comprehensive Income), statement of changes in equity and statement of cash flows for the year then ended and notes to the Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (the “Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

bASIS FoR oPInIon

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors’ Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
Key audit matters are those matters that, in our professional judgement, were most of significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to communicate in our report.

oTHER InFoRMATIon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Director’s report including annexures to Director’s report but does not include the Standalone Financial Statements and our auditors’ report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

RESPonSIbILITIES oF MAnAGEMEnT AnD THoSE cHARGED wITH GovERnAncE FoR THE STAnDALonE FInAncIAL STATEMEnTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act

66 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Independent Auditors’ Report (contd.)

with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

AUDIToRS’ RESPonSIbILITIES FoR THE AUDIT oF THE STAnDALonE FInAncIAL STATEMEnTS

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to Standalone Financial Statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Annual Report 2020-21 67

Independent Auditors’ Report (contd.)

Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPoRT on oTHER LEGAL AnD REGULAToRY REQUIREMEnTS

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and Standalone Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, we report that in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
(h) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

68 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Independent Auditors’ Report (contd.)

i. The Company has disclosed the impact of pending litigations on its Standalone financial position in its Standalone Financial Statements – Refer Note 37 to the Standalone Financial Statements;
ii. The Company does not have any material foreseeable losses on long term contracts including derivative contracts during the year ended March 31, 2021.
iii. There were no amounts which were required to be transferred to the Investor Education

and Protection Fund by the Company during the year ended March 31, 2021.

For, Umesh Shah & Associates Chartered Accountants Firm Registration No. 114563W

cA Umesh Shah

Partner Membership No. 048415 UDIN: 21048415AAAAJB3408

Place: Gandhinagar Date: June 29, 2021

Annual Report 2020-21 69

AnnEXURE - A

To THE InDEPEnDEnT AUDIToRS’ REPoRT

REFERRED To In PARAGRAPH 13 oF THE InDEPEnDEnT AUDIToRS’ REPoRT oF EvEn DATE To THE MEMbERS oF IcE MAKE REFRIGERATIon LIMITED on THE STAnDALonE FInAncIAL STATEMEnTS AS oF AnD FoR THE YEAR EnDED MARcH 31, 2021

1) In respect of Company’s Fixed Assets:
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.
(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.
(c) The title deed of the immovable properties are held in the name of the Company.
2) In respect of Company’s inventories:
(a) As explained to us, the physical verification of the inventory has been conducted by the management at reasonable intervals during the year.
(b) In our opinion and according to the information and explanations given to us the procedures of the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.
(c) The Company has generally maintained proper records of inventory. As explained to us there was no material discrepancies noticed on physical verification of inventory as compared to book records.
3) In respect of loans, secured or unsecured, granted by the Company to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013:
(a) In our opinion and according to the information given to us, the terms and conditions of the loans given by the Company are prima facie, not prejudicial to the interest of the Company
(b) The schedule of repayment of principal and payment of interest has not been stipulated and repayments of interest have been regular.
(c) There are no overdue amounts as at the yearend in respect of both principal and interest.
4) In our opinion and according to the information and explanations given to us, the Company has not advanced any loans to the parties covered under section 185 of the Act. The Company has given loan to its wholly owned subsidiary and has made investment in securities of its wholly owned subsidiary which are in accordance with the provisions of section 186 of the Act.
5) According to information and explanations given to us, the Company has not accepted any deposits from the public in accordance with the provisions of section 73 to 76 of the Act or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.
6) The Central Government has prescribed maintenance of Cost Records under Section 148(1) of the Companies Act, 2013 in respect of manufacturing activities of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the said records with a view to determine whether they are accurate or complete.
7) In respect of statutory dues;
(a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the Company has been regular in depositing undisputed amounts with the appropriate authorities in respect of Statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income tax, GST, Sales tax, Service tax, Custom Duty, Excise Duty, Cess and any other statutory dues, wherever applicable to it.
(b) According to the information and explanations given to us and on the basis of our examination of the books of accounts, no undisputed amounts payable in respect of Provident Fund, Employee’s State Insurance, Income Tax, Customs Duty, Goods and Service Tax, Cess and other material statutory dues, were in arrears as at March 31, 2021 for a period of more than six months from the date they became payable.
(c) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the particulars of dues of Central Sales Tax as at March 31, 2021 which have not been deposited on account of any dispute are as follows: -

70 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Annexure - A to the Independent Auditors’ Report (contd.)

name of the Statue	nature of Dues	Amount (`in lakhs)	Financial Year for which amount is relates	Forum where the dispute is pending
Central Sales Tax	Central Sales Tax	60.05	16-17 and 01-04-17 to 30-06-17	Commissioner of Appeal, Commercial Tax.

8) The Company has not defaulted in repayment of loans or borrowings to a financial institution, bank, government or dues to debenture holders.
9) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.
10) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
11) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
12) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and therefore the compliance requirements relevant to a Nidhi Company are not applicable.
13) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the

Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
15) Pursuant to the provisions of Section 192 of the Companies Act, 2013, the Company has not entered into non-cash transactions with directors or persons connected with him/her.
16) The Company is not a Non-Banking Finance Company and therefore the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For, Umesh Shah & Associates Chartered Accountants Firm Registration No. 114563W

cA Umesh Shah Partner

Place: Gandhinagar Date: June 29, 2021

Membership No. 048415

UDIN: 21048415AAAAJB3408

Annual Report 2020-21 71

AnnEXURE - b

To THE InDEPEnDEnT AUDIToRS’ REPoRT

REFERRED To In PARAGRAPH 14(F) oF THE InDEPEnDEnT AUDIToRS’ REPoRT oF EvEn DATE To THE MEMbERS oF IcE MAKE REFRIGERATIon LIMITED on THE STAnDALonE FInAncIAL STATEMEnTS FoR THE YEAR EnDED MARcH 31, 2021

Report on the Internal Financial controls with reference to Standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls over financial reporting of Ice Make Refrigeration Limited as of March 31, 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

MAnAGEMEnT’S RESPonSIbILITY FoR InTERnAL FInAncIAL conTRoLS

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDIToRS’ RESPonSIbILITY

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was

established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

MEAnInG oF InTERnAL FInAncIAL conTRoLS ovER FInAncIAL REPoRTInG

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

InHEREnT LIMITATIonS oF InTERnAL FInAncIAL conTRoLS ovER FInAncIAL REPoRTInG

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation

72 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Annexure - b to the Independent Auditors’ Report (contd.)

of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

oPInIon

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering

the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For, Umesh Shah & Associates Chartered Accountants Firm Registration No. 114563W

cA Umesh Shah Partner Membership No. 048415 UDIN: 21048415AAAAJB3408

Place: Gandhinagar Date: June 29, 2021

Annual Report 2020-21 73

balance Sheet

As at March 31, 2021

balance Sheet As at March 31, 2021	balance Sheet As at March 31, 2021
(`in lakhs)
Particulars	note As at March 31, 2021 As at March 31, 2020 As at April 1, 2019
I ASSETS
1 Non-Current Assets
(a) Property, Plant and Equipment	3 2,530.87 2,448.42 2,033.60
(b) Capital work-in-progress	97.48 - -
(c) Right of Use Assets	65.68 128.74 83.80
(d) Other Intangible assets	4 20.53 3.06 5.93
(e) Financial Assets
(f) (i) Investments	5 336.00 336.00 336.00
(g) (ii) Loans	6 442.25 399.93 314.97
(h) (iii) Other Financial Assets	7 220.29 331.27 36.76
(f) Deferred tax assets (Net)	8 4.90 21.35 12.47
Total non-current Assets	3,718.01 3,668.77 2,823.53
2 Current Assets
(a) Inventories	9 3,479.51 3,240.38 2,554.88
(b) Financial Assets
(i) Trade receivables	10 2,723.50 2,742.77 2,063.99
(ii) Cash and cash equivalents	11 15.50 35.55 174.12
(iii) Bank balances other than (iii) above	12 103.85 116.76 198.26
(iv) Other Financial Assets	13 113.77 93.30 87.46
(c) Current Tax Assets (Net)	14 45.05 17.39 34.83
(d) Other current assets	15 498.06 269.21 285.49
Total current Assets	6,979.25 6,515.36 5,399.03
ToTAL ASSETS	10,697.26 10,184.13 8,222.57
II EQUITY AnD LIAbILITIES
1 Equity
(a) Equity Share capital	16 1,567.20 1,567.20 1,567.20
(b) Other Equity	17 4,350.76 3,957.36 3,464.07
Total Equity	5,917.96 5,524.56 5,031.27
2 LIABILITIES
non-current Liabilities
(a) Financial Liabilities
(i) Borrowings	18 182.14 231.66 5.57
(ii) Lease Liabilities	43.38 72.54 69.95
(iii) Other fnancial liabilities	19 0.50 0.50 0.50
(b) Other non-current liabilities	20 99.87 29.76 36.34
Total non-current Liabilities	325.90 334.46 112.36
Current Liabilities
(a) Financial Liabilities
(i) Borrowings	21 453.72 990.34 197.47
(ii) Trade payables	22
-Total outstanding dues of micro and small enterprises	152.53 149.10 33.36
-Total outstanding dues of trade payables other than micro and small enterprises	2,345.03 1,980.95 1,949.94
(iii) Lease Liabilities	29.16 61.00 11.02
(iv) Other fnancial liabilities	23 121.41 128.72 82.92
(b) Other current liabilities	24 1,339.86 1,005.41 770.24
(c) Provisions	25 11.70 9.60 33.99
(d) Current Tax Liabilities (Net)	- - -
Total current Liabilities	4,453.41 4,325.10 3,078.94
ToTAL EQUITY AnD LIAbILITIES	10,697.26 10,184.13 8,222.57

The accompanying significant accounting policies and notes form an integral part of the standalone financial statements. As per our reports of even date annexed

For Umesh Shah & Associates Chartered Accountants Firm Reg. No. 114563W

For Ice Make Refrigeration Limited

Mr. chandrakant Patel Mr. Ankit Patel Chairman & Managing Director Chief Financial Officer DIN - 02441116

cA Umesh Shah Mr. Rajendra Patel Partner Joint Managing Director M. No. 048415 DIN - 02441138

Mr. Mandar Desai Company Secretary

Mr. vipul Patel Joint Managing Director DIN - 02473121

Place : Gandhinagar Date : June 29, 2021

74 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Statement of Profit & Loss For the year ended March 31, 2021

(in lakhs)<br>Particulars<br>note<br>For the year ended<br>March 31, 2021<br>For the year ended<br>March 31, 2020<br>I<br>Revenue from operations<br>26<br>13,145.13<br>13,590.87<br>II<br>Other income<br>27<br>117.27<br>80.85<br>III<br>Total Income(I+II)<br>13,262.40<br>13,671.72<br>IV<br>EXPENSES<br>Cost of materials consumed<br>28<br>9,365.25<br>9,208.97<br>Purchase of Stock-in-Trade<br>-<br>-<br>Changes in inventories of fnished goods, Stock-in -Trade & work-<br>in-progress<br>29<br>(362.08)<br>(394.30)<br>Employee Benefts Expense<br>30<br>1,012.17<br>1,094.77<br>Finance Costs<br>31<br>166.00<br>190.17<br>Depreciation and Amortization Expenses<br>32<br>354.80<br>395.28<br>Other Expenses<br>33<br>2,078.66<br>2,270.69<br>Total Expenses(Iv)<br>12,614.81<br>12,765.58<br>V<br>Proft before exceptional items and tax(III-IV)<br>647.59<br>906.14<br>VI<br>Exceptional Items<br>-<br>-<br>VII Proft before tax(V-VI)<br>647.59<br>906.14<br>VIII Tax Expenses<br>Current Tax<br>175.50<br>248.15<br>Deferred Tax<br>16.45<br> (8.87)<br>Adjustment of Tax for Earlier Years<br>6.31<br>-<br>Total Tax Expenses(vIII)<br>198.26<br>239.28<br>IX<br>Proft for theyear(VII-VIII)<br>449.32<br>666.86<br>X<br>Other Comprehensive Income<br>(A)Items that will not be reclassifed toproft or loss<br> (i)Remeasurement of defned beneftplans<br> (0.80)<br>39.13<br> (ii)Tax Impact on above items<br>0.20<br> (9.85)<br>XI<br>Total comprehensive Income for theyear<br>448.73<br>696.14<br>XII Earning per Equity Share of face value of10 each 34 Basic 2.87 4.26 Diluted 2.86 4.26	(in lakhs)<br>Particulars<br>note<br>For the year ended<br>March 31, 2021<br>For the year ended<br>March 31, 2020<br>I<br>Revenue from operations<br>26<br>13,145.13<br>13,590.87<br>II<br>Other income<br>27<br>117.27<br>80.85<br>III<br>Total Income(I+II)<br>13,262.40<br>13,671.72<br>IV<br>EXPENSES<br>Cost of materials consumed<br>28<br>9,365.25<br>9,208.97<br>Purchase of Stock-in-Trade<br>-<br>-<br>Changes in inventories of fnished goods, Stock-in -Trade & work-<br>in-progress<br>29<br>(362.08)<br>(394.30)<br>Employee Benefts Expense<br>30<br>1,012.17<br>1,094.77<br>Finance Costs<br>31<br>166.00<br>190.17<br>Depreciation and Amortization Expenses<br>32<br>354.80<br>395.28<br>Other Expenses<br>33<br>2,078.66<br>2,270.69<br>Total Expenses(Iv)<br>12,614.81<br>12,765.58<br>V<br>Proft before exceptional items and tax(III-IV)<br>647.59<br>906.14<br>VI<br>Exceptional Items<br>-<br>-<br>VII Proft before tax(V-VI)<br>647.59<br>906.14<br>VIII Tax Expenses<br>Current Tax<br>175.50<br>248.15<br>Deferred Tax<br>16.45<br> (8.87)<br>Adjustment of Tax for Earlier Years<br>6.31<br>-<br>Total Tax Expenses(vIII)<br>198.26<br>239.28<br>IX<br>Proft for theyear(VII-VIII)<br>449.32<br>666.86<br>X<br>Other Comprehensive Income<br>(A)Items that will not be reclassifed toproft or loss<br> (i)Remeasurement of defned beneftplans<br> (0.80)<br>39.13<br> (ii)Tax Impact on above items<br>0.20<br> (9.85)<br>XI<br>Total comprehensive Income for theyear<br>448.73<br>696.14<br>XII Earning per Equity Share of face value of10 each 34 Basic 2.87 4.26 Diluted 2.86 4.26
Particulars	note For the year ended March 31, 2021 For the year ended March 31, 2020
I Revenue from operations	26 13,145.13 13,590.87
II Other income	27 117.27 80.85
III Total Income(I+II)	13,262.40 13,671.72
IV EXPENSES
Cost of materials consumed	28 9,365.25 9,208.97
Purchase of Stock-in-Trade	- -
Changes in inventories of fnished goods, Stock-in -Trade & work- in-progress	29 (362.08) (394.30)
Employee Benefts Expense	30 1,012.17 1,094.77
Finance Costs	31 166.00 190.17
Depreciation and Amortization Expenses	32 354.80 395.28
Other Expenses	33 2,078.66 2,270.69
Total Expenses(Iv)	12,614.81 12,765.58
V Proft before exceptional items and tax(III-IV)	647.59 906.14
VI Exceptional Items	- -
VII Proft before tax(V-VI)	647.59 906.14
VIII Tax Expenses
Current Tax	175.50 248.15
Deferred Tax	16.45 (8.87)
Adjustment of Tax for Earlier Years	6.31 -
Total Tax Expenses(vIII)	198.26 239.28
IX Proft for theyear(VII-VIII)	449.32 666.86
X Other Comprehensive Income
(A)Items that will not be reclassifed toproft or loss
(i)Remeasurement of defned beneftplans	(0.80) 39.13
(ii)Tax Impact on above items	0.20 (9.85)
XI Total comprehensive Income for theyear	448.73 696.14
XII Earning per Equity Share of face value of`10 each	34
Basic	2.87 4.26
Diluted	2.86 4.26

The accompanying significant accounting policies and notes form an integral part of the standalone financial statements

As per our reports of even date annexed

For Umesh Shah & Associates Chartered Accountants Firm Reg. No. 114563W

cA Umesh Shah Partner M. No. 048415 Place : Gandhinagar Date : June 29, 2021

For Ice Make Refrigeration Limited

Mr. chandrakant Patel Mr. Ankit Patel Chairman & Managing Director Chief Financial Officer DIN - 02441116

Mr. Rajendra Patel

Mr. Mandar Desai Company Secretary

Joint Managing Director DIN - 02441138

Mr. vipul Patel Joint Managing Director DIN - 02473121

Annual Report 2020-21 75

cash Flow Statement

For the year ended March 31, 2021

cash Flow Statement For the year ended March 31, 2021	cash Flow Statement For the year ended March 31, 2021	cash Flow Statement For the year ended March 31, 2021
(`in lakhs)
Particulars For the year ended March 31, 2021 For the year ended March 31, 2020
A cASH FLow FRoM oPERATInG AcTIvITIES
Net Proft / (Loss) before tax	647.59	906.14
Adjustments :
Depreciation and amortization 354.80	395.28
Interest and Finance Charges 166.00	190.17
(Proft) / loss on sale / write off of assets 0.51	(1.97)
Deferred Grant Income (12.89)	(8.03)
Bad debts written off 78.50	-
Interest Income (58.05)	(68.19)
Unrealized forex loss / (gain) (0.94)	(1.51)
Expense on employee stock option scheme 0.79	23.88
Actuarial gains/ (losses) on post employment defned beneft plans (0.80)	527.93 39.13	568.75
Operating Cash Flow Before Working Capital Changes	1,175.52	1,474.89
Adjusted for (increase) / decrease in operating assets:
Trade & Other Receivables (207.14)	(962.16)
Inventories (239.12)	(685.51)
Trade & Other Payables 683.19	236.93 362.94	(1,284.73)
Cash Flow from Operating Activities	1,412.45	190.15
Income Tax (Paid) /Refund	(209.28)	(240.55)
net cash Flow from operating Activities	1,203.16	(50.40)

b cASH FLow FRoM InvESTInG AcTIvITIES
Purchase of Property, Plant & Equipment (489.69)	(746.94)
Loan to Subsidiary (40.82)	(80.92)
Interest Income 58.05	68.19
Movement in other Bank Balances (Net) 21.54	74.33
Receipt of Grant 100.72	-
Proceeds from sale of Property, Plant & Equipment 0.03	3.82
Net Cash used in Investing Activities	(350.16)	(681.52)

76 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

cash Flow Statement For the year ended March 31, 2021 (contd.)

|(in lakhs)|(in lakhs)|(`in lakhs)|
|---|---|---|
|Particulars
For the year ended
March 31, 2021
For the year ended
March 31, 2020|||
|c
cASHFLow FRoM FInAncInG AcTIvITIES|||
|Dividend Paid (including tax on dividend)
(56.39)|(226.55)||
|Availment/(Repayment) of borrowings (Net)
(589.66)|1,062.20||
|Payment of Lease Liability
(61.00)|(52.13)||
|Interest Paid
(166.00)|(190.17)||
|net cash used in Financing Activities|(873.05)|593.35|
|net increase / (decrease) in cash and cash equivalents|(20.04)|(138.58)|
|opening cash and cash Equivalent|35.55|174.12|
|closing cash and cash Equivalent|15.50|35.55|

The accompanying significant accounting policies and notes form an integral part of the standalone financial statements

As per our reports of even date annexed

For Umesh Shah & Associates Chartered Accountants Firm Reg. No. 114563W

cA Umesh Shah Partner M. No. 048415

Place : Gandhinagar Date : June 29, 2021

For Ice Make Refrigeration Limited

Mr. chandrakant Patel Mr. Ankit Patel Chairman & Managing Director Chief Financial Officer DIN - 02441116

Mr. Rajendra Patel Joint Managing Director DIN - 02441138

Mr. Mandar Desai Company Secretary

Mr. vipul Patel Joint Managing Director DIN - 02473121

Annual Report 2020-21 77

Statement of change in Equity

For the year ended March 31, 2021

a. Equity Share capital

Equity Share capital
Particulars	(`in lakhs)
balance as on April 1, 2019	1,567.20
Add : Shares issued during the year	-
Balance as at March 31,2020	1,567.20
Add : Shares issued during the year balance as at March 31, 2021	- 1,567.20

b. other Equity

(` in lakhs)

Particulars	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Total
	Securities Premium	Retained Earnings	Share- based Payment Reserve
balance at April 1, 2019	1,831.92	1,631.13	1.02	3,464.07
Less:
Net Proft for theyear	-	666.86	-	666.86
Other Comprehensive Income for theyear	-	29.28	-	29.28
Total Comprehensive Income for theyear	-	696.14	-	696.14
Recognition of share basedpayment	-	-	23.88	23.88
Less:
Dividend & Dividend Distribution Tax	-	226.72	-	226.72
balance at March 31, 2020	1,831.92	2,100.55	24.90	3,957.37

balance at April 1, 2020	1,831.92	2,100.55	24.90	3,957.37
Add:
Net Proft for theyear	-	449.32	-	449.32
Other Comprehensive Income for theyear	-	(0.60)	-	(0.60)
Total Comprehensive Income for theyear	-	448.73	-	448.73
Recognition of share basedpayment	-	-	0.79	0.79
Less:
Dividend & Dividend Distribution Tax balance at March 31, 2021	- 1,831.92	56.13 2,493.15	- 25.69	56.13 4,350.76

The accompanying significant accounting policies and notes form an integral part of the standalone financial statements.

As per our reports of even date annexed

For Umesh Shah & Associates

Chartered Accountants Firm Reg. No. 114563W

cA Umesh Shah Partner M. No. 048415 Place : Gandhinagar Date : June 29, 2021

For Ice Make Refrigeration Limited

Mr. chandrakant Patel Mr. Ankit Patel Chairman & Managing Director Chief Financial Officer DIN - 02441116 Mr. Rajendra Patel Mr. Mandar Desai Joint Managing Director Company Secretary

Joint Managing Director DIN - 02441138 Mr. vipul Patel Joint Managing Director DIN - 02473121

78 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements For the year ended March 31, 2021

noTE 1

1. coRPoRATE InFoRMATIon:

Ice Make Refrigeration Limited (“The Company”) is a leading producer of Cold Rooms, Freezer, Refrigeration System and Chilling Plant, etc. having a plant at Dantali, Ahmedabad.

The Company is a public Company domiciled in India and is incorporated under the provisions of Companies Act applicable in India. Its shares are listed on National Stock Exchange (NSE).

The financial statements were authorized for issue in accordance with a resolution of the directors on June 29, 2021.

noTE 2

1) certain financial assets and liabilities that are measured at fair value or amortized cost;
2) defined benefit plans - plan assets are measured at fair value;

Current and non-current classification

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle (twelve months) and other criteria set out in the Schedule III to the Act.

Rounding of amounts

All amounts disclosed in the financial statements and notes have been rounded off to thenearest lakh as per the requirement of Schedule III, unless otherwise stated.

2.2 Key accounting estimates & judgements:

2 . SIGnIFIcAnT AccoUnTInG PoLIcIES

2.1 basis of Preparation:

compliance with Ind AS

These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 (‘Act’) read with of the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

These financial statements for the year ended March 31, 2021 are the first financial statements with comparatives, prepared under Ind AS. For all previous periods including the year ended March 31, 2020, the Company had prepared its financial statements in accordance with the accounting standards notified under companies (Accounting Standard) Rule, 2006 (as amended) and other relevant provisions of the Act (hereinafter referred to as ‘Previous GAAP’) used for its statutory reporting requirement in India.

The accounting policies are applied consistently to all the periods presented in the financial statements, including the preparation of the opening Ind AS Balance Sheet as at April 1, 2019 being the date of transition to Ind AS.

Historical cost convention

The financial statements have been prepared on a historical cost basis, except for the following:

The estimates and judgements used in the preparation of the financial statements are continuously evaluated by the Company and are based on historical experience and various other assumptions and factors (including expectations of future events) that the Company believes to be reasonable under the existing circumstances. Differences between actual results and estimates are recognized in the period in which the results are known/materialized.

The said estimates are based on the facts and events, that existed as at the reporting date, or that occurred after that date but provide additional evidence about conditions existing as at the reporting date.

2.3 Property, Plant & Equipment:

Property, plant and equipment are stated at cost, net of recoverable taxes, less depreciation and impairment losses, if any. Such cost includes purchase price, borrowing cost and other cost directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to the Statement of Profit and Loss during the reporting period in which they are incurred.

Annual Report 2020-21 79

note to Financial Statements For the year ended March 31, 2021 (contd.)

Depreciation methods, estimated useful lives and residual value

Depreciation is provided on a Written Down Value (WDV) Method over the estimated useful lives of assets.

The Company depreciates its property, plant and equipment over the useful life in the manner prescribed in Schedule II to the Act, and management believe that useful life of assets is same as those prescribed in Schedule II to the Act.

The residual values are not more than 5% of the original cost of the asset. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit and Loss.

2.4 Intangible Assets

Computer software are stated at cost, less accumulated amortization and impairments, if any.

Amortization method and useful life

2.5 Inventories:

Items of inventories of Raw Material, finished goods, Spares and Stores, Packing Material, etc. are valued at lower of cost or net realizable value except waste which is valued at estimated net realizable value. Cost of inventories comprise of cost of purchase, cost of conversion and other costs including manufacturing overheads incurred in bringing them to their respective present location and condition. The net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and estimated cost necessary to make the sale.

2.6 Financial Instruments (InD AS 109)

i. Recognition and initial measurement
All financial assets and financial liabilities are initially recognized when the Company becomes

a party to the contractual provisions of the instrument.

A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.

ii. Classification and subsequent measurement

Financial assets

On initial recognition, a financial asset is classified as measured at

amortized cost;
Fair Value through Other Comprehensive Income (FVOCI) – equity investment; or
Fair Value Through Profit and Loss (FVTPL)

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Company changes its business model for managing financial assets.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. (Designated as FVOCI – equity investment). This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI or

80 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements For the year ended March 31, 2021 (contd.)

at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as heldfor-trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on de-recognition is also recognized in profit or loss

De-recognition

Financial assets

The Company de-recognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.

If the Company enters into transactions whereby it transfers assets recognized on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognized.

Financial liabilities

The Company de-recognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognized at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with

modified terms is recognized in profit or loss.

off-setting

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

2.7 Revenue recognition

Revenue is measured at the value of the consideration received or receivable, after deduction of any trade discount, volume rebates and any taxes or duties collected on behalf of Government such as Goods and Services Tax, etc.

The Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Company and specific criteria have been met for each of the Company’s activities as described below

Sale of goods

Revenue from sale of goods is recognized when control of the products being sold is transferred to our customers and there are no longer any unfulfilled obligations. The performance obligations in our contracts are fulfilled at the time of dispatch, delivery or upon formal customer acceptance depending on customer terms.

Sale of services

Revenue from rendering of services is recognized when services are rendered as per contractual obligations, when the amount of revenue can be reliably measured and it is probable that the future economic benefits will flow to the entity.

other revenue:

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable rate of interest.

Revenue in respect of insurance/other claims etc, is recognized only when it is reasonably certain that the ultimate collection will be made.

2.8 Government Grant:

Government grants are recognized at their fair value where there is a reasonable assurance that the grant

Annual Report 2020-21 81

note to Financial Statements For the year ended March 31, 2021 (contd.)

will be received and the Company will comply with all attached conditions.

Government grants relating to the purchase of property, plant and equipment are included in liabilities as deferred income and are credited to the Statement of Profit and Loss in a systematic basis over the expected life of the related assets and presented within other income.

Government grants relating to income are deferred and recognized in the Statement of Profit and Loss over the period necessary to match them with the costs that they are intended to compensate and presented within other income.

2.9 Income tax

Income tax expense represents the sum of tax currently payable and deferred tax. Tax is recognized in the Statement of Profit and Loss, except to the extent that it relates to items recognized directly in equity or in other comprehensive income.

(a) current Tax

Current tax includes provision for Income Tax computed under Special provision (i.e., Minimum alternate tax) or normal provision of Income Tax Act. Tax on Income for the current period is determined on the basis on estimated taxable income and tax credits computed in accordance with the provisions of the relevant tax laws and based on the expected outcome of assessments/ appeals.

(b) Deferred Tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the balance sheet and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences.
Deferred tax assets are generally recognized for all deductible temporary differences, unabsorbed losses and unabsorbed depreciation to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences, unabsorbed losses and unabsorbed depreciation can be utilized.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

(c) Minimum Alternate Tax (MAT):

MAT is recognized as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized, it is credited to the Statement of Profit and Loss and is considered as (MAT Credit Entitlement). The Company reviews the same at each Balance Sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that the Company will pay normal Income Tax during the specified period. Minimum Alternate Tax (MAT) Credit are in the form of unused tax credits that are carried forward by the Company for a specified period of time, hence, it is presented as Deferred Tax Asset.

2.10 Provisions, contingent liabilities and contingent assets

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and

82 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements

For the year ended March 31, 2021 (contd.)

the amount can be reliably estimated. Provisions are not recognized for future operating losses.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence will be confirmed by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the Company or where any present obligation cannot be measured in terms of future outflow of resources or where a reliable estimate of the obligation cannot be made.

A contingent asset is a possible asset arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Contingent assets are not recognized till the realization of the income is virtually certain. However, the same are disclosed in the financial statements where an inflow of economic benefit is possible.

2.11 Leases

As a Leasee

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Company recognizes a Right-of-Use (ROU) asset and a lease liability at the lease commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payment made at or before the commencement date, plus any initial direct cost incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentive received.

The ROU asset is subsequently amortized over the useful life of the ROU asset or the period of the lease term. The estimated useful lives of ROU assets are determined on the same basis as those of Property, Plant and Equipment. In addition, the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Short-term leases and leases of low-value assets

The Company has elected not to recognize right-touse assets and lease liabilities for short-term lease that have a lease term of 12 months or less and leases of low-value assets. The Company recognize the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

2.12 Employee benefits

Short-term obligations

Liabilities for wages and salaries, including nonmonetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.

Other long-term employee benefit obligations

The liabilities for earned leave and sick leave that are not expected to be settled wholly within 12 months are measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method.

Post-employment obligations

The Company operates the following postemployment schemes:

Annual Report 2020-21 83

note to Financial Statements For the year ended March 31, 2021 (contd.)

(a) defined benefit plans such as gratuity; and
(b) defined contribution plans such as provident fund.

Gratuity obligations

The liability or asset recognized in the balance sheet in respect of defined benefit gratuity plan is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Gratuity liability of employees is funded with the approved gratuity trusts.

Defined Contribution Plans

Defined Contribution Plans such as Provident Fund, etc., are charged to the Statement of Profit and Loss as incurred.

2.13 borrowing costs

Interest and other borrowing costs attributable to qualifying assets are capitalized. Other interest and borrowing costs are charged to Statement of Profit and Loss.

2.14 Earnings Per Share

basic earnings per share

the profit attributable to owners of the Company
average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

the after-income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

2.15 Impairment of Assets:

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable Value. An impairment loss is charged to the statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognized in earlier accounting period is reversed if there has been a change in the estimate of recoverable amount.

2.16 Foreign currency transactions:

Foreign currency transactions are translated into the functional currency using exchange rate at the date of the transaction. Foreign exchange gains and losses from the settlement of these transactions are recognized in the statement of profit and loss. Foreign currency denominated monetary assets and liabilities are translated into functional currency at the exchange rates in effect at the balance sheet date, the gain or loss arising on such translations are recognized in the statement of profit and loss.

2.17 Exceptional items

Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. These are material items of income or expense that have to be shown separately due to their nature or incidence.

Basic earnings per share is calculated by dividing:

84 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements For the year ended March 31, 2021 (contd.)

2.18 cash Flow Statements

The Cash Flow statement is prepared by the “Indirect method” set out in Ind AS-7 on “Cash Flow Statement “and presents the cash flows by operating, investing and financing activities of the Company. Cash and cash Equivalent presented in the cash flow statement consist of cash on hand and demand deposits with banks.

2.19 Share-based payment arrangements

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.

The fair value determined at the grant date of the equity settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimate of the number of

equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in Statement of Profit and Loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.

2.20 Events occurring after the balance sheet date

Assets and liabilities are adjusted for events occurring after the reporting period that provides additional evidence to assist the estimation of amounts relating to conditions existing at the end of the reporting period.

Dividends declared by the Company after the reporting period are not recognized as liability at the end of the reporting period. Dividends declared after the reporting period but before the issue of financial statements are not recognized as liability since no obligation exists at that time. Such dividends are disclosed in the notes to the financial statements.

Annual Report 2020-21 85

note to Financial Statements

For the year ended March 31, 2021 (contd.)

Total		3,120.69	746.74	11.58	-	3,855.85	369.29	10.79	- 4,214.35 -	1,087.09	9.73	330.07	-	1,407.43	10.25	286.30	- 1,683.47	2,033.60	2,448.42 2,530.87
Offce Equipments		40.53	20.74	-	-	61.27	1.40	-	- 62.67	26.69	-	12.98	-	39.68	-	9.51	- 49.19	13.84	21.59 13.48
Solar Roof System		58.65	-	-	-	58.65	-	-	- 58.65	32.93	-	4.66	-	37.58	-	3.81	- 41.40	25.72	21.07 17.25
computer		57.93	6.92	-	-	64.85	3.17	10.79	- 57.22	42.67	-	9.75	-	52.42	10.25	6.35	- 48.51	15.26	12.43 8.71
Electric Installation		77.20	11.72	-	-	88.92	3.81	-	- 92.73	32.14	-	12.35	-	44.49	-	11.50	- 55.99	46.06	45.43 36.74
vehicles		80.43	26.37	11.58	-	95.22	0.29	-	- 95.51	63.32	9.73	9.38	-	62.97	-	9.76	- 72.73	17.11	32.25 22.78
Furniture and fxtures		112.52	2.50	-	-	115.02	-	-	- 115.02	65.49	-	12.63	-	78.12	-	9.33	- 87.45	47.03	36.90 27.57
Plant and Equipments		1,431.47	80.63	-	-	1,512.10	58.16	-	- 1,570.26	498.62	-	180.37	-	678.99	-	154.39	- 833.38	932.86	833.11 736.89
buildings		1,212.53	59.76	-	-	1,272.29	1.28	-	- 1,273.57	325.24	-	87.95	-	413.18	-	81.65	- 494.84	887.29	859.11 778.73
Freehold Land		49.43	538.11	-	-	587.54	301.18	-	- 888.72	-	-	-	-	-	-	-	- -	49.43	587.54 888.72
Particular	Gross carrying Amount	As at April 1, 2019	Additions	Deduction & Adjustment	Reclassifcation as held for sale	balance as at March 31, 2020	Additions	Deduction & Adjustment	Reclassifcation as held for sale balance as at March 31, 2021 Accumulated Depreciation	balance as at April 1, 2019	Deduction & Adjustment	Depreciaton for the period	Reclassifcation as held for sale	balance as at March 31, 2020	Deduction & Adjustment	Depreciaton for the period	Reclassifcation as held for sale balance as at March 31, 2021 net carrying amount	Balance as at April 1, 2019	Balance as at March 31, 2020 Balance as at March 31, 2021

86 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 4 oTHER InTAnGIbLE ASSETS

|(in lakhs)|(in lakhs)|(`in lakhs)|
|---|---|---|
|Particulars|Software|Total|
|Gross carrying Amount|||
|As at April 1, 2019|36.55|
36.55|
|Additions|0.20|
0.20|
|Deduction & Adjustment
|-|
-|
|Reclassifcation as held for sale|-|
-|
|balance as at March 31, 2020|36.75|
36.75|
|Additions|22.92|
22.92|
|Deduction & Adjustment
|-|
-|
|Reclassifcation as held for sale|-|
-|
|
balance as at March 31, 2021|59.67|
59.67|
|Amortization|||
|As at April 1, 2019|30.62|
30.62|
|Deduction & Adjustment|-|
-|
|Depreciaton for theperiod
|3.07|
3.07|
|Reclassifcation as held for sale|-|
-|
|balance as at March 31, 2020|33.69|
33.69|
|Deduction & Adjustment|-|
-|
|Depreciaton for theperiod
|5.45|
5.45|
|Reclassifcation as held for sale|-|
-|
|
balance as at March 31, 2021|20.53|
20.53|
|net carrying amount|||
|Balance as at April 1,2019|5.93|
5.93|
|Balance as at March 31, 2020
Balance as at March 31,2021|3.06
20.53|
3.06

20.53|

noTE 5 non-cURREnT InvESTMEnTS

noTE 5 non-cURREnT InvESTMEnTS	noTE 5 non-cURREnT InvESTMEnTS
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Investments in Equity Instruments
Unquoted Equity Instruments
In Subsidiary (Unquoted, fully paid up) - (at cost)
15,13,600 Equity Shares of`10 each of Bharat Refrigeration Private Limited 336.00 336.00	336.00
Total of Investments in Equity Instruments 336.00 336.00	336.00

noTE 6 LoAnS (non cURREnT)

|(in lakhs)|(in lakhs)|
|---|---|
|Particulars
As at
March 31, 2021
As at
March 31, 2020|As at
April 1, 2019|
|Unsecured, considered Good||
|Loan to subsidiarycompany
425.52
384.70|
303.78|
|SecurityDeposits
16.74
15.23|
11.19|
|Total
442.25
399.93|
314.97|

Annual Report 2020-21 87

note to Financial Statements

For the year ended March 31, 2021 (contd.)

noTE 7 oTHER FInAncIAL ASSETS (non-cURREnT)

|(in lakhs)|(in lakhs)|
|---|---|
|Particulars
As at
March 31, 2021
As at
March 31, 2020|As at
April 1, 2019|
|SecurityDeposits (Unsecured, Considered Good)
216.89
319.24|31.88|
|Bank Deposits with more than 12 months maturity
3.40
12.03|4.87|
|Total
220.29
331.27|36.76*|

held as lien by bank against bank guarantees / letters of credit.

noTE 8 DEFERRED TAX ASSETS/(LIAbILITIES) (nET)

noTE 8 DEFERRED TAX ASSETS/(LIAbILITIES) (nET)	noTE 8 DEFERRED TAX ASSETS/(LIAbILITIES) (nET)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
OpeningBalance 21.35 12.47	34.54
Add/(Less): Assets/(Liabilities) for theyear (16.45) 8.87	(22.06)
Total 4.90 21.35	12.47

8.1 component of Deferred Tax Assets/(Liabilities) (net)

8.1 component of Deferred Tax Assets/(Liabilities) (net)	8.1 component of Deferred Tax Assets/(Liabilities) (net)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Depreciation (5.53) 16.14	6.60
Other TimingDifferences 10.43 5.21	5.87
Total 4.90 21.35	12.47

noTE 9 InvEnToRIES

noTE 9 InvEnToRIES	noTE 9 InvEnToRIES
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
(Valued at lower of cost or net realized value, whichever is lower)
Raw materials 1,720.36 1,843.32	1,552.11
Work inprogress 311.25 440.37	324.33
Finishedgoods 1,447.90 956.69	678.43
Total 3,479.51 3,240.38	2,554.88

noTE 10 TRADE REcEIvAbLES (cURREnT)

|(in lakhs)|(in lakhs)|
|---|---|
|Particulars
As at
March 31, 2021
As at
March 31, 2020|As at
April 1, 2019|
|Unsecured, consideredgood
2,723.50
2,742.77|2,063.99|
|Total
2,723.50
2,742.77|2,063.99|

88 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements

For the year ended March 31, 2021 (contd.)

noTE 11 cASH AnD cASH EQUIvALEnTS

noTE 11 cASH AnD cASH EQUIvALEnTS	noTE 11 cASH AnD cASH EQUIvALEnTS
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Balances with banks 8.36 15.78	164.55
Cash on hand 7.14 19.77	9.58
Total 15.50 35.55	174.12

noTE 12 bAnK bALAncES oTHER THAn cASH AnD cASH EQUIvALEnTS

noTE 12 bAnK bALAncES oTHER THAn cASH AnD cASH EQUIvALEnTS	noTE 12 bAnK bALAncES oTHER THAn cASH AnD cASH EQUIvALEnTS
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Earmarked balance for unpaid dividend 0.09 0.35	0.18
Fixed Deposits with Banks (under lien against bank guarantees/ LC) 103.77 116.41	198.08
Total 103.85 116.76	198.26

noTE 13 oTHER FInAncIAL ASSETS (cURREnT)

noTE 13 oTHER FInAncIAL ASSETS (cURREnT)	noTE 13 oTHER FInAncIAL ASSETS (cURREnT)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Export Incentive Receivable 0.19 0.45	-
Earnest moneyDeposit 113.58 92.85	87.46
Total 113.77 93.30	87.46

noTE 14 cURREnT TAX ASSETS (nET)

noTE 14 cURREnT TAX ASSETS (nET)	noTE 14 cURREnT TAX ASSETS (nET)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Advancepayment of tax (Net ) 45.05 17.39	34.83
Total 45.05 17.39	34.83

noTE 15 oTHER cURREnT ASSETS

noTE 15 oTHER cURREnT ASSETS	noTE 15 oTHER cURREnT ASSETS
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Balance with Govt. Authorities 308.04 24.59	40.46
Prepaid Expenses 12.36 15.71	12.62
Advances to Employees 28.81 48.60	55.00
Advances to Suppliers 127.35 152.84	175.40
Other Receivables 21.50 27.47	2.02
Total 498.06 269.21	285.49

Annual Report 2020-21 89

note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 16 SHARE cAPITAL

Particulars	As at March 31, 2021 As at March 31, 2020	As at March 31, 2021 As at March 31, 2020	As at March 31, 2021 As at March 31, 2020	As at April 1, 2019	As at April 1, 2019
	nos.	`in lakhs<br>nos.\|`in lakhs	nos.	`in lakhs
Authorised Share capital :
EquityShares of`10 each	1,75,00,000	1,750.00 1,75,00,000	1,750.00	1,75,00,000	1,750.00
Issued & Subscribed :
EquityShares of`10 each	1,56,72,000	1,567.20 1,56,72,000	1,567.20	1,56,72,000	1,567.20
Subscribed and Fully Paid Up
EquityShares of`10 each	1,56,72,000	1,567.20 1,56,72,000	1,567.20	1,56,72,000	1,567.20
Forfeited Shares
EquityShares of`10 each	-	- -	-	-	-
Total		1,567.20	1,567.20		1,567.20

16.1 The reconciliation of the no. of shares outstanding is set out below :

Particulars	As at March 31, 2021 As at March 31, 2020	As at March 31, 2021 As at March 31, 2020	As at March 31, 2021 As at March 31, 2020	As at April 1, 2019	As at April 1, 2019
	nos.	`in lakhs<br>nos.\|`in lakhs	nos.	`in lakhs
Equity shares
At Beginningof theperiod	1,56,72,000	1,567.20 1,56,72,000	1,567.20	1,56,72,000	1,567.20
Add : Issued duringtheyear				-	-
outstanding at the end of theperiod	1,56,72,000	1,567.20 1,56,72,000	1,567.20	1,56,72,000	1,567.20

16.2 The Company has issued only one class of equity shares having a par value of ` 10 per share. Each holder of Equity Shares are entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the realised value of the assets of the Company, remaining after the payment of all preferential dues. The distribution will be in proportion to the number of equity shares held by the shareholders.

16.3 Details of shareholders holding more than 5% shares

name of the shareholder	As at March 31, 2021 As at March 31, 2020	As at March 31, 2021 As at March 31, 2020	As at March 31, 2021 As at March 31, 2020	As at April 1, 2019	As at April 1, 2019
	nos.	% nos.	%	nos.	%
Chandrakant Popatbhai Patel	36,40,024	23.23 36,40,024	23.23	36,40,024	23.23
Rajendrabhai Popatbhai Patel	37,01,280	23.62 37,01,280	23.62	37,01,280	23.62
Vipul Ishwarbhai Patel	36,53,360	23.31 36,53,360	23.31	36,53,360	23.31

16.4 The Board of Directors has proposed a final dividend of 1.20 (P.Y. 1.20) per share [i.e. 12% (P.Y. 12%) on the face value of ` 10/- for the year ended March 31, 2021, which is subject to the approval of the shareholders at the Annual General Meeting.

16.5 Aggregate no. of shares issued as bonus shares during 5 immediately preceeding March, 2021

|(in lakhs)|(in lakhs)|
|---|---|
|Year|nos. of shares|
|2017-18|43,17,000|
|2015-16|57,56,000|

90 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 17 oTHER EQUITY

noTE 17 oTHER EQUITY	noTE 17 oTHER EQUITY
(`in lakhs)
Particulars As at March 31, 2021	As at March 31, 2020
SEcURITIES PREMIUM
Balance as per lastyear 1,831.92	1,831.92
SHARE-bASED PAYMEnT RESERvE
Balance as per lastyear 24.90	1.02
Additionduringthe year 0.79	23.88
Balance at the end of theYear 25.69	24.90
SURPLUS InSTATEMEnToF PRoFIT AnD LoSS
Balance at the beginning of theYear 2,100.55	1,631.13
Add:TotalComprehensiveIncomefor the year 448.73	696.14
2,549.27	2,327.27
Less :
DividendPaid (includingDividendDistribution Tax) (56.13)	(226.72)
Balance at the end of theYear 2,493.15	2,100.55
Total 4,350.76	3,957.36

Securities Premium:

The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. The reserve is utilised in accordance with the specific provisions of the Companies Act, 2013.

Retained Earnings:

Retained earnings are the profits that the Company has earned till date including effect of remeasurement of defined benefit obligations less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained Earnings is a free reserve available to the Company.

Share-based Payment Reserve:

The share-based payment reserve is used to recognize the value of equity-settled share-based payments provided to the key employees and directors as part of their remuneration. Refer to Note 40 for further details of the employee share option scheme.

noTE 18 boRRowInGS (non-cURREnT)

|(in lakhs)|(in lakhs)|
|---|---|
|Particulars
As at
March 31, 2021
As at
March 31, 2020|As at
April 1, 2019|
|Secured Loans||
|Term Loans From Banks
182.14
231.66|
5.57|
|Total
182.14
231.66|
5.57|

18.1 Details of Security and Repayment Terms

(` in lakhs)

nature of Security	Terms of Repayment & Interest
Term loan from Canara Bank having outstanding balance as on March 31, 2021 amounting to`Nil (March 31 2020 -`3.40 Lakhs and March 31, 2019 - `6.52 Lakhs)was secured byhypothecation of motor car.	Repaid in FY 2020-21 Rate of interest - 9.85%
Term loan from Canara Bank having outstanding balance as on March 31, 2021 amounting to`Nil (March 31, 2020 -`0.83 Lakhs and March 31, 2019 -`1.99 Lakhs)was secured byhypothecation of motor car.	Repaid in FY 2020-21 Rate of interest - 9.65%
Term loan from Canara Bank having outstanding balance as on March 31, 2021 amounting to`182.14 Lakhs (March 31, 2020 -`230.63 Lakhs and March 31, 2019 -`Nil) were secured against exclusive charge by way of equitable mortgage on NA land situated at Private Sub Plot No. 2, Khata No. 321, Block No. 211,Dantali,Taluka Kalol,District Gandhinagar.	Repayable in 84 monthly installments starting from July 2019 Rate of interest - Oneyear MCLRplus 0.85%

Annual Report 2020-21 91

note to Financial Statements

For the year ended March 31, 2021 (contd.)

noTE 19 oTHER FInAncIAL LIAbILITIES (non-cURREnT)

noTE 19 oTHER FInAncIAL LIAbILITIES (non-cURREnT)	noTE 19 oTHER FInAncIAL LIAbILITIES (non-cURREnT)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Deposit from Dealers 0.50 0.50	0.50
Total 0.50 0.50	0.50
noTE 20 oTHER non-cURREnT LIAbILITIES (`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Deferred Grant Income 99.87 29.76	36.34
Total 99.87 29.76	36.34

noTE 21 boRRowInGS (cURREnT)

noTE 21 boRRowInGS (cURREnT)	noTE 21 boRRowInGS (cURREnT)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Secured
-Working capital facilities from banks* 453.72 990.34	197.47
Total 453.72 990.34	197.47

*Secured against hypothecation of entire current assets including present and future inventories and book-debts of the Company, immovable properties of the company situated at SF No 226 & 227 Village:- Dantali, Dist:-Gandhinagar and personal properties and guarantee of directors. Applicable rate of interest - 9% & 11%.

noTE 22 TRADE PAYAbLES (cURREnT)

noTE 22 TRADE PAYAbLES (cURREnT)	noTE 22 TRADE PAYAbLES (cURREnT)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Dues to Micro Enterprises and Small Enterprises 152.53 149.10	33.36
Dues to Others 2,345.03 1,980.95	1,949.94
Total 2,497.56 2,130.04	1,983.30
22.1 Details as required under MSMED Act are given below : (`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Principal amount remaining unpaid to any supplier as at the end of accounting year 152.53 149.10	33.36
Interest due thereon - -	-
Amount of interest paid by the Company in terms of section 16 of the MSMED, along with the amount of the payment made to the supplier beyond the appointed day during the accounting year - -	-
Amount of interest due and payable for the reporting period of delay in making payment [which have been paid but beyond the appointed day during the year] but without adding the interest specifed under the MSMED - -	-
Amount of interest accrued and remaining unpaid at the end of the accounting year. - -	-
Amount of further interest remaining due and payable even in succeeding years, untill such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductivble expenditure under Section 23 of MSMED Act. - -	-

Above disclosure has been made on the basis of information available with the company.

92 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 23 oTHER FInAncIAL LIAbILITIES (cURREnT)

noTE 23 oTHER FInAncIAL LIAbILITIES (cURREnT)	noTE 23 oTHER FInAncIAL LIAbILITIES (cURREnT)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Current maturities of long-term debt 43.69 47.22	3.98
Liabilityfor Capital Expenditure - -	14.49
Unpaid dividends 0.09 0.35	0.18
Dues to Employees and others 77.63 81.15	64.27
Total 121.41 128.72	82.92

noTE 24 oTHER cURREnT LIAbILITIES

noTE 24 oTHER cURREnT LIAbILITIES	noTE 24 oTHER cURREnT LIAbILITIES
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
StatutoryDues 423.50 44.09	166.92
Advances received from customers 892.05 954.74	595.29
Deferred Grant Income 24.30 6.58	8.03
Total 1,339.86 1,005.41	770.24

noTE 25 cURREnT PRovISIonS

|(in lakhs)|(in lakhs)|
|---|---|
|Particulars
As at
March 31, 2021
As at
March 31, 2020|As at
April 1, 2019|
|Provision for employee benefts||
|Gratuity
-
-|11.29|
|Leave Encashment
2.10
-|3.20|
|Bonus
9.60
9.60|19.50|
|Total
11.70
9.60|33.99|

noTE 26 REvEnUE FRoM oPERATIonS

noTE 26 REvEnUE FRoM oPERATIonS	noTE 26 REvEnUE FRoM oPERATIonS
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Sale of Products 11,860.69	13,021.17
Sale ofServices 1,279.38	563.09
OtherOperatingRevenue
- DutyDrawback Income 5.06	6.61
Total 13,145.13	13,590.87

noTE 27 oTHER IncoME

noTE 27 oTHER IncoME	noTE 27 oTHER IncoME
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Interest income 58.05	68.19
Netgainonsale of fxed assets -	1.97
Deferred Grant Income 12.89	8.03
MiscellaneousIncome 46.32	2.66
Total 117.27	80.85

Annual Report 2020-21 93

note to Financial Statements

For the year ended March 31, 2021 (contd.)

noTE 28 coST oF MATERIALS conSUMED

noTE 28 coST oF MATERIALS conSUMED	noTE 28 coST oF MATERIALS conSUMED
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Opening Stock 1,843.32	1,552.11
Add :Purchases 9,242.30	9,500.18
Sub Total 11,085.62	11,052.29
Less : Closing Stock 1,720.36	1,843.32
Total 9,365.25	9,208.97

noTE 29 cHAnGES In InvEnToRIES oF FInISHED GooDS, woRK-In-PRoGRESS & STocK-In -TRADE

noTE 29 cHAnGES In InvEnToRIES oF FInISHED GooDS, woRK-In-PRoGRESS & STocK-In -TRADE	noTE 29 cHAnGES In InvEnToRIES oF FInISHED GooDS, woRK-In-PRoGRESS & STocK-In -TRADE
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
closing Stock
Finished goods 1,447.90	956.69
Work-in-process 311.25	440.37
Total 1,759.14	1,397.07
opening Stock
Finished goods 956.69	678.43
Work-in-process 440.37	324.33
Total 1,397.07	1,002.76
Total (Increase) / Decrease In Stock (362.08)	(394.30)

noTE 30 EMPLoYEE bEnEFIT EXPEnSE

|(in lakhs)|(in lakhs)|
|---|---|
|Particulars
Year Ended
March 31, 2021|Year Ended
March 31, 2020|
|Salaries,Wages &Bonus
908.36|923.46|
|Managerial Remuneration
60.75|60.75|
|Contribution toProvident& Other Funds
18.87|19.97|
|GratuityExpenses
9.98|16.00|
|Share basedPayments
0.79|23.88|
|Staff WelfareExpenses
13.42|50.72|
|Total
1,012.17|1,094.77|

noTE 31 FInAncE coSTS

noTE 31 FInAncE coSTS	noTE 31 FInAncE coSTS
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Intereston Borrowings 141.03	168.17
Intereston LeaseLiabilities 10.08	15.45
Others 14.90	6.55
Total 166.00	190.17

noTE 32 DEPREcIATIon AnD AMoRTISATIon EXPEnSE

noTE 32 DEPREcIATIon AnD AMoRTISATIon EXPEnSE	noTE 32 DEPREcIATIon AnD AMoRTISATIon EXPEnSE
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Depreciationon Property,Plant&Equipment 286.30	330.07
Amortizationon Right-of-UseAssets 63.06	62.13
Amortizationon IntangibleAssets 5.45	3.07
Total 354.80	395.28

94 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 33 oTHER EXPEnSES

noTE 33 oTHER EXPEnSES	noTE 33 oTHER EXPEnSES
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Power and Fuel 48.22	50.50
Repairs
Building 0.53	1.05
Machinery 5.68	6.52
Others 7.87	8.38
Erection & Installation Charges 299.66	234.54
Labour Charges 501.67	575.12
Job Work and Contract Charges 194.17	187.54
FactoryExpenses 43.50	32.71
Rent 32.12	38.09
Rates & Taxes(excludingtaxes on income) 19.70	14.30
Insurance 34.90	32.68
SecurityCharges 23.87	24.73
Expenses towards CSR 20.86	21.78
Travelling,Conveyance & Vehicle Expenses 162.44	238.01
Freight,Cartage,Transportation & other Expenses 163.58	167.69
Sales Commission 96.80	158.61
Advertisement 21.83	41.09
Exhibition expenses 4.72	97.18
ServicingExpenses 33.27	23.29
Donation 5.16	0.75
Stationeryand PrintingExpenses 10.28	15.43
Research & Development Expenses 25.23	45.67
Net Loss on Foreign CurrencyTransactions 4.53	2.74
Legal & Professional Expenses 143.85	147.12
Auditors Remuneration(Refer Note No. 34.1) 1.90	1.60
Postage and telephone 14.59	17.37
Loss on sale of fxed assets(Net) 0.51	-
Bad Debts written off 78.50	-
General Expenses 78.70	86.21
Total 2,078.66	2,270.69

33.1 Auditor Remuneration & others

33.1 Auditor Remuneration & others	33.1 Auditor Remuneration & others
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
As auditor :
Audit fee 1.90	1.60
Other services -	-
Total 1.90	1.60

Annual Report 2020-21 95

note to Financial Statements

For the year ended March 31, 2021 (contd.)

noTE 34 EARnInG PER SHARE

Earning Per share is calculated by dividing the Profit / (Loss) attributable to the Equity Shareholders by the weighted average number of Equity Shares outstanding during the year. The numbers used in calculating basic and diluted earning per Equity Share as stated below:

noTE 34 EARnInG PER SHARE Earning Per share is calculated by dividing the Proft / (Loss) attributable to the Equity Shareholders by the weighted average number of Equity Shares outstanding during the year. The numbers used in calculating basic and diluted earning per Equity Share as stated below:	noTE 34 EARnInG PER SHARE Earning Per share is calculated by dividing the Proft / (Loss) attributable to the Equity Shareholders by the weighted average number of Equity Shares outstanding during the year. The numbers used in calculating basic and diluted earning per Equity Share as stated below:
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Net Proft / (Loss) attributable to EquityShareholders (`in Lakh) 449.32	666.86
Weighted Average number of EquityShares at the end ofyear (Nos.) 1,56,72,000	1,56,72,000
Number of EquityShares for Basic EPS (Nos.) 1,56,72,000	1,56,72,000
Add : Diluted Potential EquityShares (Nos.) 53,972	-
Number of EquityShares for Diluted EPS (Nos.) 1,57,25,972	1,56,72,000
Nominal Value Per Share (`) 10	10
Basic EarningPer Share (`) 2.87	4.26
Diluted EarningPer Share (`) 2.86	4.26

noTE 35 IncoME TAXES

noTE 35 IncoME TAXES	noTE 35 IncoME TAXES
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
The major components of income tax expense for theyear as under:
current tax 175.70	238.30
Deferred tax
In respect of Accumulated Depreciation 21.67	(9.54)
In respect of other timingdifferences (5.23)	0.67
Total deferred tax 16.45	(8.87)
Adjustment of tax for earlieryears 6.31	-
Total tax expenes charged to statement of Proft and Loss 198.46	229.43

35.1 Reconcilliation of Effective Tax Rate

35.1 Reconcilliation of Effective Tax Rate	35.1 Reconcilliation of Effective Tax Rate
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Applicable Tax Rate 25.168%	25.168%
Proft before tax 647.59	906.14
Income tax expense at tax rates applicable to individual entities 162.98	228.06
Tax Impact on Expenses that are not decuctible 6.68	5.74
Adjustment of tax for earlieryears 6.31	-
Tax effect on OCI (0.20)	9.85
Others 22.69	(14.22)
Income Tax Expenses recongnised in Statement of Proft and Loss 198.46	229.43

96 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 36 DIScLoSURE UnDER InD AS 116 - LEASES

The Company has adopted Ind AS 116 on “Leases” by applying it to all contracts of leases existing on April 1, 2019 by using modified retrospective approach. The Company has recognized and measured the Right-of-Use (ROU) asset and the lease liability over the remaining lease period and payments discounted using the incremental borrowing rate as at the date of initial application.

36.1 Lease liabilities included in financial statements

|(in lakhs)|(in lakhs)|
|---|---|
|Particulars
As at
March 31, 2021
As at
March 31, 2020|As at
April 1, 2019|
|Current
29.16
61.00|11.02|
|Non-Current
43.38
72.54|69.95|
|Total
72.54
133.54|80.97|

36.2 Movement in lease liabilities during the year

36.2 Movement in lease liabilities during the year	36.2 Movement in lease liabilities during the year
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Balance at the beginning 133.54	80.97
Additions duringtheyear -	104.69
Finance Cost Accrued duringtheyear 10.08	15.45
Payment of lease liabilities(includinginterest) (71.08)	(67.57)
balance at the end of theyear 72.54	133.54

36.3 Maturity Analysis of the undiscounted cash flow of the lease liabilities

		(`in lakhs)
Particulars	As at	As at
	March 31, 2021	March 31, 2020
Less than oneyear	34.31	71.07
One to fveyears	48.72	83.03
More than fveyears	-	-

36.4 Movement in Right of Use Assets

|(in lakhs)|(in lakhs)|
|---|---|
|Particulars
Year Ended
March 31, 2021|Year Ended
March 31, 2020|
|Balance at the beginning
128.74|83.80|
|Additions duringtheyear
-|107.07|
|Amortization for theyear
(63.06)|(62.13)|
|balance at the end of theyear
65.68|128.74|

36.5 Lease expenses of 32.12 lakhs (P.Y. 38.09 lakhs) recognized in Statement of Profit and Loss towards short term leases, lease of low value assets and variable lease rental not included in measurement of lease liability.

Annual Report 2020-21 97

note to Financial Statements

For the year ended March 31, 2021 (contd.)

noTE 37 conTInGEnT LIAbILITIES AnD coMMITMEnTS

noTE 37 conTInGEnT LIAbILITIES AnD coMMITMEnTS
		(`in lakhs)
Particulars	As at	As at
	March 31, 2021	March 31, 2020
contingent Liabilities
TDS	-	-
Disputed liabilityfor VAT/CST	60.05	-
Bank Guarantees	142.88	334.35

commitments
Estimated amount of contracts remaining unexecuted on capital account and not
provided for in Books (net of advances)	-	-
Other commitments	-	-

noTE 38 SEGMEnT InFoRMATIon

The company manufactures and deals in single product, i.e. manufacturing of Cold Rooms, Freezer, Refrigeration Systems and chilling Plant etc. which constitues a single reporting segment.

noTE 39 coRPoRATE SocIAL RESPonSIbILITY

(a) Gross amount required to be spent by the company during the year - ` 20.32 lakhs

(b) Amount spent during the year on :

|(a) Gross amount required to be spent by the company during the year -
20.32 lakhs (b) Amount spent during the year on :|(a) Gross amount required to be spent by the company during the year -  20.32 lakhs
(b) Amount spent during the year on :|(a) Gross amount required to be spent by the company during the year -
20.32 lakhs (b) Amount spent during the year on :|(a) Gross amount required to be spent by the company during the year -  20.32 lakhs
(b) Amount spent during the year on :|
|---|---|---|---|
|(`in lakhs)||||
|Particulars|Amount Spent|Yet to be Spent|Total|
|(i)
construction/acquisition of anyasset|-|-|-|
|(ii) onpurposes other than (i) above|20.86|-|20.86|

noTE 40 IcE MAKE REFRIGERATIon LIMITED - EMPLoYEE STocK oPTIon PLAn 2018

The company instituted the 2018 plan for all eligible employees in pursuance of a special resolution approved by the shareholders at the extraordinary general meeting held on October 25, 2018. Scheme covers grant of options convertible into equial number of equity shares of face value of ` 10 each to specified permanent employees of the company as well as its subsidiary.

|(in lakhs)|(in lakhs)|(in lakhs)| |---|---|---| |**Scheme**|**ESoP 2018**|| |Date ofgrant|15-03-2019|12-02-2021| |No. of optionsgranted|1,56,000|46,800| |Exercizepriceper option ()|57.00|57.00|
|Fair value of option ongrant date (`)|26.82|29.94|
|Vesting period|Over aperiod of 1 to 3years||
|Vesting requirements|On continued employment with the
company and fulfllment of performance
parameters||
|Exercizeperiod|1 to 3years from the date of vesting||
|Method of settlement|Through allotment of one equity share for
each optiongranted||

98 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements

For the year ended March 31, 2021 (contd.)

The movement in the stock options during the year was as per the table given below:

The movement in the stock options during the year was as per the table given below:	The movement in the stock options during the year was as per the table given below:
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Options outstandingat the beginningof theyear 1,09,200	1,56,000
Optionsgranted duringtheyear 46,800	-
Options forfeited/cancelled duringtheyear -	-
Options lapsed duringtheyear -	46,800
Options exercised duringtheyear -	-
Options outstandingat the end of theyear 1,56,000	1,09,200
Shares exercisable at the end of theyear -	-

Expenses arising from share-based payment transactions recognized in profit and loss are as follows :

Expenses arising from share-based payment transactions recognized in proft and loss are as follows :	Expenses arising from share-based payment transactions recognized in proft and loss are as follows :
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Expenses recognized asparat of employee beneft expenses(net) 0.79	23.88

The Company has granted 46,800 options during the year ended on 31st March, 2021 (P.Y. ` Nil). The fair value of the share based payment options granted is determined using the Black Scholes Model using the following inputs :

Shareprice as at measurement date(`)	79.00
Expected volatility	50.20%
Expected life(years)	1.24
Dividendyield	1.42%
Risk free interest rate	6.17%

noTE 41 RELATED PARTY DIScLoSURES AS PER InDIAn AccoUnTInG STAnDARD-24

(a) Related Parties

name of Party	Relationship
Bharat Refrigerations Private Limited	SubsidiaryCompany
Chandrakant Patel(Chairman & ManagingDirector)	Key Management Personnel (KMP)
Vipulbhai Patel(Joint ManagingDirector)
Rajendrabhai Patel(Joint ManagingDirector)
Ankit Patel(Chief Financial Offcer)
Mandar Desai(CompanySecretary)
Ramilaben C. Patel	Relatives of KMP
Kapilaben V. Patel
Jyotsanaben R. Patel
Ishwarbhai L. Patel
Frizics Transport Refrigeration Private Limited	Entities over which KMPs are able to excercise signifcate influence

Annual Report 2020-21 99

note to Financial Statements For the year ended March 31, 2021 (contd.)

(b) Transactions with related parties:

Transactions with related parties:	Transactions with related parties:
		(`in lakhs)
Sr. no.	Particulars	Subsidiary company	Key Management Personnel and their relatives	Entities over which KMPs are able to excersise signifcant influence
		2020-21 2019-20 2020-21 2019-20 2020-21 2019-20
A	Transactions during theyear
i.	Purchase of Material / Services (net of GST)	102.62 19.50 - - 1.35 -
ii.	Sales(net of GST)	442.20 466.00 - - - -
iii.	Interest received	30.61 35.49 - - - -
iv.	Remuneration to KMP	- - 74.60 74.55 - -
v.	Rent to KMP and their relatives	- - 33.18 30.06 - -
b	outstanding balance
i.	Trade Receivables	342.22 261.56 - - - -
ii.	Loans Given	425.52 384.70 - - - -
iii.	Trade & Other Payables	- - 22.65 21.53		1.35	-

The above related party transactions have been reviewed periodically by the Board of Directors of the Company vis-à-vis the applicable provisions of the Companies Act, 2013, and justification of the rates being charged/ terms thereof and approved the same.

noTE 42 DIScLoSURES AS REQUIRED bY InDIAn AccoUnTInG STAnDARD (InD AS) 19 “EMPLoYEE bEnEFITS”

a) Defined contribution plans

Contribution to defined contribution plans, recognized as expense for the year is as under :

		(`in lakhs)
Particulars	Year Ended	Year Ended
	March 31, 2021	March 31, 2020
Employer's contribution to Provident Fund	18.70	19.76

(b) Defined benefit plan
i) Details of defined benefit obligation and plan assets in respect of retiring gratuity are given below :

Defned beneft plan i) Details of defned beneft obligation and plan assets in respect of retiring gratuity are given below :	Defned beneft plan i) Details of defned beneft obligation and plan assets in respect of retiring gratuity are given below :	Defned beneft plan i) Details of defned beneft obligation and plan assets in respect of retiring gratuity are given below :
(`in lakhs)
Particulars As at March 31, 2021	As at March 31, 2020	As at April 1, 2019
Present value of defned beneft obligation 91.56	80.33	102.25
Fair value ofplan assets 107.23	103.46	90.96
Net(Liability)/Asset arisingfromgrautity 15.67	23.13	(11.29)

ii) Reconciliation of opening and closing balances of defined benefit obligation

ii) Reconciliation of opening and closing balances of defned beneft obligation	ii) Reconciliation of opening and closing balances of defned beneft obligation
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Present value of obligation as at the beginningof theyear 80.33	102.25
Interest Cost 5.48	7.95
Current Service Cost 11.56	17.08
Benefts Paid (5.45)	(6.39)
Actuarial(Gain)/Loss on arisingfrom Change in Financial Assumption (1.77)	(31.70)
Actuarial(Gain)/Loss on arisingfrom Change Demographic Assumption -	-
Actuarial(Gain)/Loss on arisingfrom Experience Adjustment 1.41	(8.86)
Present value of obligation as at the end of theyear 91.56	80.33

100 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements

For the year ended March 31, 2021 (contd.)

iii) Reconciliation of opening and closing balances of fair value of plan assets

iii) Reconciliation of opening and closing balances of fair value of plan assets	iii) Reconciliation of opening and closing balances of fair value of plan assets
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Fair Value ofplan assets at the beginningof theyear 103.46	90.96
Interest Income 7.05	7.07
Contributions bythe employer 3.32	13.25
Beneftspaid (5.45)	(6.39)
Return on Plan Assets excludingInterest Income (1.15)	(1.43)
Fair Value ofplan assets at the end of theyear 107.23	103.46

iv) Expenses recognized during the year

iv) Expenses recognized during the year	iv) Expenses recognized during the year
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
(A) In the Statement of Proft & Loss
Interest Cost (1.58)	0.88
Current Service Cost 11.56	17.08
net cost 9.98	17.96
(b) In other comprehensive Income
Actuarial (Gain)/Loss (0.36)	(40.56)
Return on Plan Assets excludingInterest Income 1.16	1.43
net Expense/(Income) recognized in other comprehensive Income 0.80	(39.13)

v) Investment Details :

v) Investment Details :	v) Investment Details :	v) Investment Details :
(`in lakhs)
Particulars As at March 31, 2021	As at March 31, 2020	As at April 1, 2019
GOI Securities -	-	-
Insurance Plan 100%	100%	100%
Others -	-	-

vi) Actuarial Assumptions

vi) Actuarial Assumptions	vi) Actuarial Assumptions	vi) Actuarial Assumptions
(`in lakhs)
Particulars As at March 31, 2021	As at March 31, 2020	As at April 1, 2019
MortalityTable Indian Assured Lives Mortality(2006-08)
Discount Rate 6.96%	6.82%	7.78%
Expected rate of return onplan assets 6.96%	6.82%	7.78%
Rate of employee turnover 2.00%	2.00%	2.00%
Rate of escalation in salary 4.00%	2% p.a. for next 1 year, 4% thereafter starting from the 2ndyear	7.00%

Annual Report 2020-21 101

note to Financial Statements

For the year ended March 31, 2021 (contd.)

vii) Sensitivity Analysis

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The result of sensitivity analysis on defined benefit obligation is given below:

Signifcant actuarial assumptions for the determination of the defned beneft obligation are discount rate, expected salary increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The result of sensitivity analysis on defned beneft obligation is given below:	Signifcant actuarial assumptions for the determination of the defned beneft obligation are discount rate, expected salary increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The result of sensitivity analysis on defned beneft obligation is given below:
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Sensitivity Level - Discount Rate
1%Increase (11.28)	(10.29)
1%Decrease 13.84	12.70
Sensitivity Level -Salary Escalation
1%Increase 14.12	12.96
1%Decrease (11.67)	(10.65)
Sensitivity Level - Employee Turnover
1%Increase 4.59	4.08
1%Decrease (5.38)	(4.81)

viii) Expected contribution to the defined benefit plan for the next reporting period - Nil

ix) Weighted average duration of DBO - 16 years

ix) Maturity analysis of the benefit payments

ix) Maturity analysis of the beneft payments	ix) Maturity analysis of the beneft payments
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Year 1 3.31	2.42
Year 2 to 5 14.63	13.12
Year6to10 31.33	24.43
Year 11and above 251.95	229.33

noTE 43 FInAncIAL InSTRUMEnTS - FAIR vALUES & RISK MAnAGEMEnT

43.1 Accounting Classifications & Fair Value Measurements

The fair values of the financial assets and liabilities are measured at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

All financial instruments are initially recognized and subsequently re-measured at fair value as described below :

The fair value of investment in quoted equity shares and mutual funds is measured at quoted price or NAV.
Fair values of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short-term maturities of these instruments.
Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on the evaluation, allowances are taken to account for the expected losses of these receivables.
The fair value of forward foreign exchange contracts and currency swaps is determined using forward exchange rates and yield curves at the balance sheet date.
The Company uses the following hierarchy for determining and disclosing the fair values of financial instruments by valuation technique:

Level 1 : Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 : Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

102 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements For the year ended March 31, 2021 (contd.)

I. Figures as at April 1, 2019

|||(in lakhs) **Fair value** **Level 1** **Level 2** - 314.97 - 36.76 - 2,063.99 - 174.12 - 198.26 - 87.46 **-** **2,875.56** - - **-** **-** - 5.57 - 197.47 - 69.95 - 11.02 - 1,983.30 - 83.42 **-** **2,350.73** - **-** **-**|(in lakhs)
Fair value
Level 1
Level 2
-
314.97
-
36.76
-
2,063.99
-
174.12
-
198.26
-
87.46
-
2,875.56
-
-
-
-
-
5.57
-
197.47
-
69.95
-
11.02
-
1,983.30
-
83.42
-
2,350.73
-
-
-|
|---|---|---|---|
|Particulars|carrying Amount|Fair value||
|||Level 1|Level 2|
|Financial assets at amortized cost:||||
|Loan(Non-Current)|314.97|-|314.97|
|Other Non-Current Financial Assets|36.76|-|36.76|
|Trade Receivables|2,063.99|-|2,063.99|
|Cash and Cash Equivalents|174.12|-|174.12|
|Bank Balances Other than Cash and Cash Equivalents|198.26|-|198.26|
|Other Current Financial Assets|87.46|-|87.46|
|ToTAL
|2,875.56|-|2,875.56|
|Financial assets at fair value through proft or loss:|-|-|-|
|ToTAL|-|-|-|
|Financial liabilities at amortized cost:||||
|Borrowings(Non Current)|5.57|-|5.57|
|Borrowings(Current)|197.47|-|197.47|
|Lease Liability (Non Current)|69.95|-|69.95|
|Lease Liability (Current)|11.02|-|11.02|
|Trade Payables
|1,983.30|-|1,983.30|
|Other fnancial liabilities|83.42|-|83.42|
|ToTAL|2,350.73|-|2,350.73|
|Financial liabilities at fair value through proft or loss:|-|-||
|ToTAL|-|-|-|

II. Figures as at March 31, 2020

|||(in lakhs) **Fair value** **Level 1** **Level 2** - 399.93 - 331.27 - 2,742.77 - 35.55 - 116.76 - 93.30 **-** **3,719.57** - - **-** **-** - 231.66 - 990.34 - 72.54 - 61.00 - 2,130.04 - 129.22 **-** **3,614.79** - **-** **-**|(in lakhs)
Fair value
Level 1
Level 2
-
399.93
-
331.27
-
2,742.77
-
35.55
-
116.76
-
93.30
-
3,719.57
-
-
-
-
-
231.66
-
990.34
-
72.54
-
61.00
-
2,130.04
-
129.22
-
3,614.79
-
-
-|
|---|---|---|---|
|Particulars|carrying Amount|Fair value||
|||Level 1|Level 2|
|Financial assets at amortized cost:||||
|Loan(Non-Current)|399.93|-|399.93|
|Other Non-Current Financial Assets|331.27|-|331.27|
|Trade Receivables|2,742.77|-|2,742.77|
|Cash and Cash Equivalents|35.55|-|35.55|
|Bank Balances Other than Cash and Cash Equivalents|116.76|-|116.76|
|Other Current Financial Assets|93.30|-|93.30|
|ToTAL
|3,719.57|-|3,719.57|
|Financial assets at fair value through proft or loss:|-|-|-|
|ToTAL|-|-|-|
|Financial liabilities at amortized cost:||||
|Borrowings(Non Current)|231.66|-|231.66|
|Borrowings(Current)|990.34|-|990.34|
|Lease Liability (Non Current)|72.54|-|72.54|
|Lease Liability (Current)|61.00|-|61.00|
|Trade Payables
|2,130.04|-|2,130.04|
|Other fnancial liabilities|129.22|-|129.22|
|ToTAL|3,614.79|-|3,614.79|
|Financial liabilities at fair value through proft or loss:|-|-||
|ToTAL|-|-|-|

Annual Report 2020-21 103

note to Financial Statements For the year ended March 31, 2021 (contd.)

III. Figures as at March 31, 2021

III. Figures as at March 31, 2021
	(`in lakhs)
Particulars carrying Amount	Fair value
	Level 1	Level 2
Financial assets at amortized cost:
Loan(Non-Current) 442.25	-	442.25
Other Non-Current Financial Assets 220.29	-	220.29
Trade Receivables 2,723.50	-	2,723.50
Cash and Cash Equivalents 15.50	-	15.50
Bank Balances Other than Cash and Cash Equivalents 103.85	-	103.85
Other Current Financial Assets 113.77	-	113.77
ToTAL 3,619.17	-	3,619.17
Financial assets at fair value through proft or loss: -	-	-
ToTAL -	-	-
Financial liabilities at amortized cost:
Borrowings(Non Current) 182.14	-	182.14
Borrowings(Current) 453.72	-	453.72
Lease Liability (Non Current) 43.38	-	43.38
Lease Liability (Current) 29.16	-	29.16
Trade Payables 2,497.56	-	2,497.56
Other fnancial liabilities 121.91	-	121.91
ToTAL 3,327.87	-	3,327.87
Financial liabilities at fair value through proft or loss: -	-
ToTAL -	-	-

No financial instruments have been routed through Other Comprehensive Income and hence separate reconciliation disclosure relating to the same is not applicable.

noTE 44 FInAncIAL RISK MAnAGEMEnT

The company’s Board of Directors has overall responsibility for the establishment and oversight of the company’s risk management framework. The company’s risk management policies are established to identify and analyse the risks faced by the company, to set appropriate risk limits and controls and to monitor risks. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the company’s activities.

44.1 credit Risk Management

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends and ageing of accounts receivable. Individual risk limits are set accordingly.

The ageing analysis trade receivables from the date the invoice falls due is given below :

credit Risk Management it risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, Company periodically assesses the fnancial reliability of customers, taking into account the fnancial condition, current omic trends and ageing of accounts receivable. Individual risk limits are set accordingly. ageing analysis trade receivables from the date the invoice falls due is given below :	credit Risk Management it risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, Company periodically assesses the fnancial reliability of customers, taking into account the fnancial condition, current omic trends and ageing of accounts receivable. Individual risk limits are set accordingly. ageing analysis trade receivables from the date the invoice falls due is given below :	credit Risk Management it risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, Company periodically assesses the fnancial reliability of customers, taking into account the fnancial condition, current omic trends and ageing of accounts receivable. Individual risk limits are set accordingly. ageing analysis trade receivables from the date the invoice falls due is given below :
(`in lakhs)
Particulars As at March 31, 2021	As at March 31, 2020	As at March 31, 2019
Upto 3 months 1651.47	1,640.42	1,424.50
3 to 6 months 325.58	466.08	138.21
More than 6 months 746.45	636.27	501.28
Total 2,723.50	2,742.77	2,063.99

Based on historic default rates and overall credit worthiness of customers, management believes that no impairment allowance is necessary in respect of outstanding trade receivables as on March 31, 2021.

104 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements For the year ended March 31, 2021 (contd.)

44.2 Liquidity Risk

Liquidity Risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at reasonable price. The company’s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the company’s net liquidity position through rolling forecast on the basis of expected cash flows.

Maturity profile of financial liabilities

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.

|(in lakhs)|(in lakhs)|(in lakhs)|(in lakhs)|(`in lakhs)|
|---|---|---|---|---|
|Particulars|borrowings
including interest
obligations|Trade Payables|other Financial
Liabilities|Total|
|As at March 31, 2021|||||
|Less than 1year|497.41|2,497.56|106.88|3,101.85|
|Later than 1year|182.14|-|43.88|226.02|
|Total|679.55|2,497.56|150.76|3,327.87|
|As at March 31, 2020|||||
|Less than 1year|1,037.55|2,130.04|142.50|3,310.10|
|Later than 1year|231.66|-|73.04|304.70|
|Total|1,269.21|2,130.04|215.54|3,614.79|

44.3 Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loan borrowings.

The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by Senior Management and the Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.

44.3.1 Interest rate risk

Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the company’s position with regards to the interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in it total portfolio.

With all other variables held constant, the following table demonstrates the impact of the borrowing cost on floating rate portion of loans and borrowings and excluding loans on which interest rate swaps are taken.

(` in lakhs)

nature of borrowing	change in basis	Impact on PAT	Impact on PAT
	points	As at March 31, 2021 As at March 31, 2020	As at March 31, 2019
Term Loans from Bank	1.00	(1.69) (2.09)	(0.07)
	(1.00)	1.69 2.09	0.07
Working Capital Facilities from Bank	1.00	(3.40) (7.41)	(1.48)
	(1.00)	3.40 7.41	1.48

Annual Report 2020-21 105

note to Financial Statements For the year ended March 31, 2021 (contd.)

44.3.2 Foreign currency risk

The company operates internationally and is exposed to currency risk on account of its receivables in foreign currency. The functional currency of the company is Indian Rupee. The company uses forward exchange contracts to hedge its currency risk, most with a maturity of less than one year from the reporting date.

The company does not use derivative financial instruments for trading or speculative purposes.

I. Foreign currency Exposure

Foreign currency Exposure
Particulars	As at March 31, 2021 As at March 31, 2020
	USD	Euro USD	Euro
Assets
Trade & Other Receivables	31,709	8,360 46,322	20,906
Less : Forward Contract for selling foreign currency -		- -	-
Sub-Total 31,709		8,360 46,322	20,906
Liabilities
Trade & Other Payables 33,181		- -	-
Less : Forward Contract for purchasing foreign currency -		- -	-
Sub-Total 33,181		- -	-
net Exposure (1,472)		8,360 46,322	20,906

II. Foreign currency Sensitivity

The sensitivity of profit or loss and equity to changes in the exchange rates arises mainly from foreign currency denominated financial instruments as below :

(` in lakhs)

Particulars	Movement in Rate	Impact on PAT	Impact on PAT
		2020-21	2019-20
USD	5%	(0.04)	1.31
USD	(5%)	0.04	(1.31)
EURO	5%	0.27	0.65
EURO	(5%)	(0.27)	(0.65)

44.3.3 Price Risk

The Company does not have any significant investments in equity instruments which create an exposure to price risk.

noTE 45 cAPITAL MAnAGEMEnT

For the purposes of the Company’s capital management, capital includes issued capital and all other equity reserves. The primary objective of the Company’s Capital Management is to maximize shareholder value. The company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirement of the financial covenants.

The company monitors capital using gearing ratio, which is net debt divided by total equity plus debt.

covenants. The company monitors capital using gearing ratio, which is net debt divided by total equity plus debt.	covenants. The company monitors capital using gearing ratio, which is net debt divided by total equity plus debt.	covenants. The company monitors capital using gearing ratio, which is net debt divided by total equity plus debt.
(`in lakhs)
Particulars As at March 31, 2021	As at March 31, 2020	As at March 31, 2019
Borrowings 635.86	1,222.00	203.04
Less : Cash & Cash Equivalents 15.50	35.55	174.12
Net Debt(A) 620.36	1,186.45	28.91
Total Equity 5,917.96	5,524.56	5,031.27
Equityand Net Debt(B) 6,538.32	6,711.01	5,060.18
GearingRatio(A/B) 0.09	0.18	0.01

106 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 46 The Company has assessed the probable impact of COVID-19 pandemic. It has considered internal and external information available up to the date of approval of these financial statements and expects that the carrying amounts of inventories, trade receivables and other assets are recoverable. However, the impact of COVID-19, including the current wave, may be different from that estimated as at the approval of these financial statements. The company will continue to monitor any material changes to future economic condition.
noTE 47 In the opinion of the Management, there are no indications, internal or external, which could have the effect of impairing the value of assets to any material extent as at the balance sheet date requiring recognition in terms of AS-36.

noTE 48 FIRST TIME ADoPTIon oF InD AS

The company has prepared its first Financial Statements in accordance with Ind AS for the year ended March 31, 2021. For periods up to and including the year ended March 31, 2020, the Company prepared its financial statements in accordance with Indian GAAP, including accounting standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended). The effective date for Company’s Ind AS Opening Balance Sheet is April 1, 2019 (the date of transition to Ind AS).

The accounting policies set out in Note 2 have been applied in preparing the financial statements for the year ended March 31, 2021, the comparative information presented in these financial statements for the year ended March 31, 2020 and in the preparation of an opening Ind AS Balance Sheet at April 1, 2019 (the Company’s date of transition). According to Ind AS 101, the first Ind AS Financial Statements must use recognition and measurement principles that are based on standards and interpretations that are effective at March 31, 2021, the date of firsttime preparation of Financial Statements according to Ind AS. These accounting principles and measurement principles must be applied retrospectively to the date of transition to Ind AS and for all periods presented within the first Ind AS Financial Statements.

Any resulting differences between carrying amounts of assets and liabilities according to Ind AS 101 as of April 1, 2019 compared with those presented in the Indian GAAP Balance Sheet as of March 31, 2020, were recognized in equity under retained earnings within the Ind AS Balance Sheet.

48.1 Exemption and exceptions availed:

Ind AS optional exemptions

1 Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.
2 The Company has elected the option provided under Ind AS 101 to measure all its investments in Subsidiary Company at previous GAAP carrying value on the date of transition in its separate financial statement and used that carrying value as the deemed cost of such invstment.

InD AS mandatory exceptions:

1 An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at April 1, 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP.

Annual Report 2020-21 107

note to Financial Statements For the year ended March 31, 2021 (contd.)

48.2 Reconciliation between statement of equity as previously reported (referred to as “Previous GAAP) and Ind AS

Reconciliation between statement of equity as previously reported (referred to as “Previous GAAP) and Ind AS	Reconciliation between statement of equity as previously reported (referred to as “Previous GAAP) and Ind AS	Reconciliation between statement of equity as previously reported (referred to as “Previous GAAP) and Ind AS
(`in lakhs)
Particulars	As at March 31, 2020	As at April 1, 2019
Equityunder Previous Indian GAAP	5,540.17	5,044.19
Adjustments:
Relatingto Ind AS 116 "Leases"	(8.63)	-
Recognition of deferred taxes in accordance with Ind AS	(6.98)	(12.92)
Equity under Ind AS	5,524.56	5,031.27

48.3 Reconciliation between statement of Profit and Loss as previously reported (referred to as “Previous GAAP) and Ind AS

Reconciliation between statement of Proft and Loss as previously reported (referred to as “Previous GAAP) and Ind AS	Reconciliation between statement of Proft and Loss as previously reported (referred to as “Previous GAAP) and Ind AS
(`in lakhs)
Particulars	Year Ended March 31, 2020
Net Proft asper Indian GAAP	717.21
Add/Less : Adjustments
Remeasurement of defned beneft obligations (net of taxes)	(39.13)
Impact of Ind AS 116 "Leases"	(8.63)
Impact of recognisingcost of employee stock option scheme at fair value	(18.38)
Tax Impact on Ind AS adjustments	15.79
Net Proft before other Comprehensive Income (OCI) asper Ind AS	666.86
other comprehensive Income :
Remeasurement of defned beneft obligations (net of taxes)	29.28
Total comprehensive Income (net of tax) asper Ind AS	696.14

48.4 Explanatory notes to the transaction from previous GAAP to Ind AS

a) Leases

The Company has adopted Ind AS 116 on “Leases” by applying it to all contracts of leases existing on April 1, 2019 by using modified retrospective approach. The Company has recognised and measured the Right-of-Use (ROU) asset and the lease liability over the remaining lease period and payments discounted using the incremental borrowing rate as at the date of initial application.

b) Remeasurement gain/loss on defined benefit plan

Under Ind AS, remeasurement i.e. actuarial gain/loss and the treturn on plan assets, excluding amounts included in the net interest expense on the net defined benefit liablity are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurement were forming part of the profit or loss for the year.

c) Share based payments

Under Ind AS, the cost of equity-settled share based payment plan is recognised based on the fair value of the options as at the grant date. Consequently, the profit for the year ended March 31, 2020 decreased by ` 18.38 Lakhs. There is no impact on total equity.

d) Recognition of certain Government grant as deferred income

The Government grant related to fixed assets were netted off with the cost of respective Property, Plant and Equipment under previous GAAP. Under Ind AS, Property, Plant and Equipment has been recognised at gross cost and Government grant has been recongised as deferred income.

108 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

note to Financial Statements For the year ended March 31, 2021 (contd.)

e) Recognition of deferred taxes

The impact of transition adjustments togather with Ind AS mandate of using balance sheet approach (against profit and loss approach under previous GAAP) for computation of deferred tax has resulted in adjustment to Reserves, with consequential impact in the subsequent periods to the State of Profit or Loss or Other Comprehensive Income, as the case may be.
noTE 49 Previous year’s figures have been regrouped/re-arranged/recasted, wherever necessary, so as to make them comparable with current year’s figures.

As per our reports of even date annexed

For Umesh Shah & Associates Chartered Accountants Firm Reg. No. 114563W

cA Umesh Shah Partner M. No. 048415

Place : Gandhinagar Date : June 29, 2021

For Ice Make Refrigeration Limited

Mr. chandrakant Patel Mr. Ankit Patel Chairman & Managing Director Chief Financial Officer DIN - 02441116 Mr. Rajendra Patel Mr. Mandar Desai Joint Managing Director Company Secretary DIN - 02441138

Mr. vipul Patel Joint Managing Director DIN - 02473121

Annual Report 2020-21 109

Independent Auditors’ Report

UMESH SHAH & ASSocIATES

CHARTERED ACCOUNTANTS

7-8, 4TH FLOOR, SNEH SHRUSTI COMPLEX, SAMBHAV PRINTING PRESS LANE, Nr.JUDGES BUNGLOWS, BODAKDEV, AHMEDABAD – 380015

To the Members

Ice Make Refrigeration Limited

REPoRT on THE AUDIT oF THE conSoLIDATED FInAncIAL STATEMEnTS

oPInIon

We have audited the accompanying Consolidated Financial Statements of Ice Make Refrigeration Limited (hereinafter referred to as the “Holding Company”) and its subsidiary (Holding Company and its subsidiary together referred to as the “Group”),which comprise the consolidated Balance Sheet as at March 31, 2021, and the consolidated Statement of Profit and Loss (including Other Comprehensive Loss), the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the Consolidated Financial Statements, including a summary of significant accounting policies and other explanatory information prepared based on the relevant records (hereinafter referred to as the “Consolidated Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Financial Statements give the information required by the Companies Act, 2013 (the “Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2021, of consolidated total comprehensive income (comprising of profit and other comprehensive loss), consolidated changes in equity and its consolidated cash flows for the year then ended.

bASIS FoR oPInIon

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the Consolidated Financial Statements in India in terms of the Code of Ethics issued by ICAI and the

relevant provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained, other than the financial information as certified by the management and referred to in subparagraph 14 of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our opinion.

EMPHASIS oF MATTER

We draw attention to Note No 49 of the accompanying consolidated financial statements regarding preparation of financial statements of Bharat Refrigerations Private Limited (subsidiary Company) on going concern basis due to reasons mentioned in the said note even though the accumulated losses have exceeded its paid-up capital and reserves. The auditors of the subsidiary have also drawn attention to the said matter in their audit report.

Our opinion is not modified in respect of the above matter.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current period. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to communicate in our report.

oTHER InFoRMATIon

The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report including Annexures to Directors report but does not include the Consolidated Financial Statements and our auditors’ report thereon.
Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information and, in doing so, consider whether

110 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Independent Auditors’ Report (contd.)

the other information is materially inconsistent with the Consolidated Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

RESPonSIbILITIES oF MAnAGEMEnT AnD THoSE cHARGED wITH GovERnAncE FoR THE conSoLIDATED FInAncIAL STATEMEnTS

The Holding Company’s Board of Directors is responsible for the preparation and presentation of these Consolidated Financial Statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows, and consolidated changes in equity of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid.
In preparing the Consolidated Financial Statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of the Group.

AUDIToRS’ RESPonSIbILITIES FoR THE AUDIT oF THE conSoLIDATED FInAncIAL STATEMEnTS

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls with reference to Consolidated Financial Statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence

Annual Report 2020-21 111

Independent Auditors’ Report (contd.)

  - obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the audit of the Consolidated Financial Statements of such entities included in the Consolidated Financial Statements of which we are the independent auditors. For the other entities included in the Consolidated Financial Statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other entities included in the Consolidated Financial Statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other Legal and Regulatory Requirements
As required by Section 143(3) of the Act, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Consolidated Financial Statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated Financial Statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including other comprehensive loss), Consolidated Statement of Changes in Equity and the Consolidated Statement of cash flows dealt with by this Report are in agreement with the relevant books of account and records maintained for the purpose of preparation of the Consolidated Financial Statements.
d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Accounting Standards specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2021 taken on record by the Board of Directors of the Holding Company, none of the directors of the Holding Company incorporated in India is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of internal financial controls with reference to Consolidated

112 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Independent Auditors’ Report (contd.)

Financial Statements of the Group and the operating effectiveness of such controls, refer to our separate report in Annexure A.

g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
The Consolidated Financial Statements disclose the impact of pending litigations on the consolidated financial position of the Group - Refer Note 37 to the Consolidated Financial Statements.
The Group does not have any material foreseeable losses on long term contracts including derivative contracts during the year ended March 31, 2021.
There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Group during the year ended as on March 31, 2021.
The Group has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

For, Umesh Shah & Associates Chartered Accountants Firm Registration No. 114563W

cA Umesh Shah Partner

Place: Gandhinagar Date: June 29, 2021

Membership No. 048415 UDIN: 21048415AAAAJC7798

Annual Report 2020-21 113

AnnEXURE - A

To THE InDEPEnDEnT AUDIToRS’ REPoRT

REFERRED To In PARAGRAPH 14(F) oF THE InDEPEnDEnT AUDIToRS’ REPoRT oF EvEn DATE To THE MEMbERS oF IcE MAKE REFRIGERATIon LIMITED on THE conSoLIDATED FInAncIAL STATEMEnTS FoR THE YEAR EnDED MARcH 31, 2021

Report on the Internal Financial controls with reference to consolidated Financial Statements under clause (i) of Sub-section 3 of Section 143 of the Act

In conjunction with our audit of the Consolidated Financial Statements of the Company as of and for the year ended March 31, 2021, we have audited the internal financial controls with reference to financial statements of Ice Make Refrigeration Limited (hereinafter referred to as the “Holding Company”) as of that date.

MAnAGEMEnT’S RESPonSIbILITY FoR InTERnAL FInAncIAL conTRoLS

The respective Board of Directors of the Holding Company, its subsidiary Company, to whom reporting under clause (i) of sub section 3 of Section 143 of the Act in respect of the adequacy of the internal financial controls with reference to financial statements, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

AUDIToR’S RESPonSIbILITY

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued

by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system with reference to financial statements. Meaning of Internal Financial Controls with reference to financial statements

MEAnInG oF InTERnAL FInAncIAL conTRoLS ovER FInAncIAL REPoRTInG

A Company’s internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

114 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Annexure - A to the Independent Auditors’ Report (contd.)

InHEREnT LIMITATIonS oF InTERnAL FInAncIAL conTRoLS wITH REFEREncE To FInAncIAL STATEMEnTS

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

oPInIon

with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For, Umesh Shah & Associates Chartered Accountants Firm Registration No. 114563W

cA Umesh Shah

Partner Place: Gandhinagar Membership No. 048415 Date: June 29, 2021 UDIN: 21048415AAAAJC7798

In our opinion, the Holding Company, has in all material respects, an adequate internal financial controls system

Annual Report 2020-21 115

consolidated balance Sheet As at March 31, 2021

consolidated balance Sheet As at March 31, 2021	consolidated balance Sheet As at March 31, 2021
(`in lakhs)
Particulars	note As at March 31, 2021 As at March 31, 2020 As at April 01, 2019
I ASSETS
1 Non-Current Assets
(a) Property, Plant and Equipment	3 2,625.59 2,563.81 2,151.04
(b) Capital work-in-progress	97.48 - -
(c) Right of Use Assets	176.46 339.50 356.25
(d) Other Intangible assets	4 20.55 3.08 5.99
(e) Goodwill (on Consolidation)	151.62 151.62 151.62
(f) Financial Assets
(g) (i) Loans	5 60.49 51.80 43.65
(h) (ii) Other Financial Assets	6 222.42 332.75 38.23
(f) Deferred tax assets (Net)	7 104.54 89.37 23.12
Total non-current Assets	3,459.17 3,531.93 2,769.90
2 Current Assets
(a) Inventories	8 4,001.41 3,749.51 2,881.53
(b) Financial Assets
(i) Trade receivables	9 2,492.29 2,594.92 2,158.03
(ii) Cash and cash equivalents	10 42.04 62.19 202.47
(iii) Bank balances other than (ii) above	11 103.85 121.29 198.26
(iv) Other Financial Assets	12 115.17 94.19 87.46
(c) Current Tax Assets (Net)	13 45.80 19.48 41.69
(d) Other current assets	14 520.30 310.80 300.22
Total current Assets	7,320.86 6,952.38 5,869.65
ToTAL ASSETS	10,780.03 10,484.31 8,639.55
II EQUITY AnD LIAbILITIES
1 Equity
(a) Equity Share capital	15 1,567.20 1,567.20 1,567.20
(b) Other Equity	16 4,064.44 3,759.81 3,427.00
Total Equity	5,631.64 5,327.01 4,994.20
2 LIABILITIES
non-current Liabilities
(a) Financial Liabilities
(i) Borrowings	17 314.45 350.01 121.89
(ii) Lease Liabilities	106.61 233.68 279.81
(iii) Other fnancial liabilities	18 0.50 0.50 0.50
(b) Provisions	19 6.81 4.61 5.03
(c) Other non-current liabilities	20 99.87 29.76 36.34
Total non-current Liabilities	528.24 618.58 443.57
3 Current Liabilities
(a) Financial Liabilities
(i) Borrowings	21 453.72 990.34 197.47
(ii) Trade payables	22
-Total outstanding dues of micro and small enterprises	152.53 149.10 33.36
-Total outstanding dues of trade payables other than micro and small enterprises	2,407.55 2,071.89 1,972.53
(iii) Lease Liabilities	68.03 109.71 51.06
(iv) Other fnancial liabilities	23 129.93 137.12 86.16
(b) Other current liabilities	24 1,394.52 1,069.55 825.39
(c) Provisions	25 13.87 11.03 35.80
Total current Liabilities	4,620.15 4,538.73 3,201.77
ToTAL EQUITY AnD LIAbILITIES	10,780.03 10,484.31 8,639.55

The accompanying significant accounting policies and notes form an integral part of the standalone financial statements. As per our reports of even date annexed

For Umesh Shah & Associates Chartered Accountants Firm Reg. No. 114563W

For Ice Make Refrigeration Limited

Mr. chandrakant Patel Mr. Ankit Patel Chief Financial Officer

Chairman & Managing Director DIN - 02441116

cA Umesh Shah Mr. Rajendra Patel Partner Joint Managing Director M. No. 048415 DIN - 02441138 Mr. vipul Patel Place : Gandhinagar Joint Managing Director Date : June 29, 2021 DIN - 02473121

Mr. Mandar Desai Company Secretary

116 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

Consolidated Statement of Profit & Loss For the year ended March 31, 2021

Consolidated Statement of Proft & Loss For the year ended March 31, 2021	Consolidated Statement of Proft & Loss For the year ended March 31, 2021
(`in lakhs)
Particulars	note For the year ended March 31, 2021 For the year ended March 31, 2020
I Revenue from operations	26 13,464.99 13,765.34
II Other income	27 122.11 50.21
III Total Income(I+II)	13,587.10 13,815.54
IV EXPENSES
Cost of materials consumed	28 9,452.65 9,369.29
Purchase of Stock-in-Trade	- -
Changes in inventories of fnished goods, Stock-in -Trade & work- in-progress	29 (365.28) (582.42)
Employee Benefts Expense	30 1,108.28 1,187.83
Finance Costs	31 190.44 229.34
Depreciation and Amortization Expenses	32 436.60 480.31
Other Expenses	33 2,236.23 2,442.25
Total Expenses(Iv)	13,058.91 13,126.61
V Proft before exceptional items and tax(III-IV)	528.19 688.93
VI Exceptional Items	- -
VII Proft before tax(V-VI)	528.19 688.93
VIII Tax Expenses
Current Tax	175.50 248.15
Deferred Tax	(14.91) (66.67)
Adjustment of Tax for Earlier Years	6.31 2.29
Total Tax Expenses(vIII)	166.90 183.77
IX Proft for theyear(VII-VIII)	361.29 505.16
X Other Comprehensive Income
(A)Items that will not be reclassifed toproft or loss
(i)Remeasurement of defned beneftplans	(1.78) 40.76
(ii)Tax Impact on above items	0.46 (10.27)
XI Total comprehensive Income for theyear	359.96 535.65
XII Earning per Equity Share of face value of`10 each	34
Basic	2.31 3.22
Diluted	2.30 3.22

The accompanying significant accounting policies and notes form an integral part of the standalone financial statements.

As per our reports of even date annexed

For Umesh Shah & Associates Chartered Accountants Firm Reg. No. 114563W

cA Umesh Shah Partner M. No. 048415 Place : Gandhinagar Date : June 29, 2021

For Ice Make Refrigeration Limited

Annual Report 2020-21 117

consolidated cash Flow Statement

For the year ended March 31, 2021

consolidated cash Flow Statement For the year ended March 31, 2021	consolidated cash Flow Statement For the year ended March 31, 2021	consolidated cash Flow Statement For the year ended March 31, 2021
(`in lakhs)
Particulars For the year ended March 31, 2021 For the year ended March 31, 2020
A cASH FLow FRoM oPERATInG AcTIvITIES
Net Proft / (Loss) before tax	528.19	688.93
Adjustments :
Depreciation and amortisation 436.60	480.31
Interest and Finance Charges 190.44	229.34
(Proft) / loss on sale / write off of assets 0.51	(1.97)
Bad debts written off 92.91	-
Deferred Grant Income (12.89)	(8.03)
Lease Liability written back (31.40)	-
Interest Income (31.50)	(37.28)
Unrealized forex loss / (gain) (0.94)	(1.51)
Expense on employee stock option scheme 0.79	23.88
Actuarial gains/ (losses) on post employment defned beneft plans (1.78)	642.74 40.76	725.50
Operating Cash Flow Before Working Capital Changes	1,170.93	1,414.44
Adjusted for (increase) / decrease in operating assets:
Trade & Other Receivables (123.97)	(752.13)
Inventories (251.90)	(867.98)
Trade & Other Payables 648.34	272.48 444.64	(1175.47)
Cash Flow from Operating Activities	1,443.41	238.97
Income Tax (Paid) /Refund	(207.93)	(238.09)
net cash Flow from operating Activities	1,235.48	0.87

b cASH FLow FRoM InvESTInG AcTIvITIES
Purchase of Property, Plant & Equipment (489.86)	(768.21)
Interest Income 31.50	37.28
Movement in other Bank Balances (Net) 26.07	69.80
Receipt of Grant 100.72	-
Proceeds from sale of Property, Plant & Equipment 0.03	3.82
net cash used in Investing Activities	(331.54)	(657.32)

118 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated cash Flow Statement For the year ended March 31, 2021 (contd.)

|(in lakhs)|(in lakhs)|(`in lakhs)|
|---|---|---|
|Particulars
For the year ended
March 31, 2021
For the year ended
March 31, 2020|||
|c
cASHFLow FRoM FInAncInG AcTIvITIES|||
|Dividend Paid (including tax on dividend)
(56.39)|(226.55)||
|Availment/(Repayment) of borrowings (Net)
(575.71)|1,064.23||
|Payment of Lease Liability
(101.56)|(92.17)||
|Interest Paid
(190.44)|(229.34)||
|net cash used in Financing Activities|(924.09)|516.16|
|net increase / (decrease) in cash and cash equivalents|(20.15)|(140.28)|
|opening cash and cash Equivalent|62.19|202.47|
|closing cash and cash Equivalent|42.04|62.19|

The accompanying significant accounting policies and notes form an integral part of the standalone financial statements.

As per our reports of even date annexed

For Umesh Shah & Associates Chartered Accountants Firm Reg. No. 114563W

cA Umesh Shah Partner M. No. 048415

Place : Gandhinagar Date : June 29, 2021

For Ice Make Refrigeration Limited

Annual Report 2020-21 119

consolidated Statement of change in Equity

For the year ended March 31, 2021

a. Equity Share capital

Equity Share capital
Particulars	(`in lakhs)
balance as on April 1, 2019	1,567.20
Add : Shares issued during the year	-
Balance as at March 31,2020	1,567.20
Add : Shares issued during the year balance as at 31st March, 2021	- 1,567.20

b. other Equity

(` in lakhs)

Particulars	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Total
	Securities Premium	Retained Earnings	Share- based Payment Reserve
balance at April 1, 2019	1,831.92	1,594.06	1.02	3,427.00
: Add
Net Proft for theyear	-	505.16	-	505.16
Other Comprehensive Income for theyear	-	30.49	-	30.49
Total Comprehensive Income for theyear	-	535.65	-	535.65
Recognition of share basedpayment	-	-	23.88	23.88
: Less
Dividend & Dividend Distribution Tax	-	226.72	-	226.72
balance at March 31, 2020	1,831.92	1,902.99	24.90	3,759.81

balance at April 1, 2020	1,831.92	1,902.99	24.90	3,759.81
: Add
Net Proft for theyear	-	361.29	-	361.29
Other Comprehensive Income for theyear	-	(1.32)	-	(1.32)
Total Comprehensive Income for theyear	-	359.96	-	359.96
Recognition of share basedpayment	-	-	0.79	0.79
: Less
Dividend & Dividend Distribution Tax balance at March 31, 2021	- 1,831.92	56.13 2,206.82	- 25.69	56.13 4,064.44

As per our reports of even date annexed

For Umesh Shah & Associates

For Ice Make Refrigeration Limited

Chartered Accountants Firm Reg. No. 114563W

Mr. chandrakant Patel Mr. Ankit Patel Chief Financial Officer

Chairman & Managing Director DIN - 02441116 Mr. Rajendra Patel

Mr. Mandar Desai Company Secretary

120 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021

noTE 1

1. GRoUP InFoRMATIon:

The Consolidated financial statements comprise financial statements of Ice Make Refrigeration Limited (the Parent/Company) and its subsidiary (collectively, the Group) for the year ended March 31, 2021.

The Parent Company is a public limited Company domiciled in India and is incorporated under the provisions of Companies Act applicable in India. Its shares are listed on National Stock Exchange (NSE).

The Group is a leading producer of Cold Rooms, Freezer, Refrigeration System and Chilling Plant, etc. having a plant at Ahmedabad and Chennai.

The Consolidated financial statements were authorized for issue in accordance with a resolution of the directors on June 29, 2021.

noTE 2

2. SIGnIFIcAnT AccoUnTInG PoLIcIES

2.1 Principles of consolidation

The consolidated financial statements comprise of the financial statements of the Ice Make Refrigeration Limited and its wholly owned subsidiary, Bharat Refrigerations Private Limited as at March 31, 2021.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
Exposure, or rights, to variable returns from its involvement with the investee, and
The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

The contractual arrangement with the other vote holders of the investee
Rights arising from other contractual arrangements
The Group’s voting rights and potential voting rights
The size of the group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holder

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the group uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments, if material, are made to that group member’s financial statements in preparing the consolidated financial statements to ensure conformity with the group’s accounting policies.

The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent Company, i.e., year ended on March 31.

consolidation procedure:

a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiary. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognized in the consolidated financial statements at the acquisition date.
b) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of subsidiary.
c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the group (profits or losses resulting from intragroup transactions that are recognized in assets, such as inventory and fixed assets, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the consolidated financial statements. Ind AS 12 Income Taxes applies to temporary differences

Annual Report 2020-21 121

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

that arise from the elimination of profits and losses resulting from intragroup transactions.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

Derecognizes the assets (including goodwill) and liabilities of the subsidiary
Derecognizes the carrying amount of any noncontrolling interests
Derecognizes the cumulative translation differences recorded in equity
Recognizes the fair value of the consideration received
Recognizes the fair value of any investment retained
Recognizes any surplus or deficit in profit or loss
Reclassifies the parent’s share of components previously recognized in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities.

2.2 basis of Preparation:

compliance with Ind AS

under companies (Accounting Standard) Rule, 2006 (as amended) and other relevant provisions of the Act (hereinafter referred to as ‘Previous GAAP’) used for its statutory reporting requirement in India.

Historical cost convention

The financial statements have been prepared on a historical cost basis, except for the following:

1) certain financial assets and liabilities that are measured at fair value or amortized cost;
2) defined benefit plans - plan assets are measured at fair value;

Current and non-current classification

All assets and liabilities have been classified as current or non-current as per the Group’s normal operating cycle (twelve months) and other criteria set out in the Schedule III to the Act.

Rounding of amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.

2.3 Key accounting estimates & judgements:

The estimates and judgements used in the preparation of the financial statements are continuously evaluated by the Group and are based on historical experience and various other assumptions and factors (including expectations of future events) that the Group believes to be reasonable under the existing circumstances. Differences between actual results and estimates are recognized in the period in which the results are known/materialized.

2.4 Property, Plant & Equipment:

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future

122 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to the Statement of Profit and Loss during the reporting period in which they are incurred.

Depreciation methods, estimated useful lives and residual value

Depreciation is provided on a Written Down Value (WDV) Method over the estimated useful lives of assets.

The Group depreciates its property, plant and equipment over the useful life in the manner prescribed in Schedule II to the Act, and management believe that useful life of assets are same as those prescribed in Schedule II to the Act.

The residual values are not more than 5% of the original cost of the asset. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit and Loss.

2.5 Intangible Assets

Computer software are stated at cost, less accumulated amortization and impairments, if any.

Amortization method and useful life

2.6 Inventories:

Items of inventories of Raw Material, Finished goods, Spares and Stores, Packing Material, etc. are valued at lower of cost or net realizable value except waste which is valued at estimated net realizable value. Cost of inventories comprise of cost of purchase, cost of conversion and other costs including manufacturing overheads incurred in bringing them to their respective present location and condition. The net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and estimated cost necessary to make the sale.

2.7 Financial Instruments (InD AS 109)

i. Recognition and initial measurement
All financial assets and financial liabilities are

initially recognized when the Group becomes a party to the contractual provisions of the instrument.

ii. Classification and subsequent measurement Financial assets

On initial recognition, a financial asset is classified as measured at

amortized cost;
Fair Value through Other Comprehensive Income (FVOCI) – equity investment; or
Fair Value Through Profit and Loss (FVTPL)

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Group changes its business model for managing financial assets.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. (designated as FVOCI – equity investment). This election is made on an investment-by-investment basis. All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI or at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial liabilities

Financial liabilities are classified as measured

Annual Report 2020-21 123

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as heldfor-trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on de-recognition is also recognized in profit or loss

De-recognition

Financial assets

The Group de-recognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.

If the Group enters into transactions whereby it transfers assets recognized on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognized.

Financial liabilities

The Group de-recognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognized at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognized in profit or loss.

off-setting

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

2.8 Revenue recognition

The Group recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Group and specific criteria have been met for each of the Group’s activities as described below.

Sale of goods

Sale of services

other revenue:

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable rate of interest.

Revenue in respect of insurance/other claims etc, is recognized only when it is reasonably certain that the ultimate collection will be made.

2.9 Government Grant:

Government grants are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

124 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

2.10 Income tax

(a) current Tax
Current tax includes provision for Income Tax computed under Special provision (i.e., Minimum alternate tax) or normal provision of Income Tax Act. Tax on Income for the current period is determined on the basis on estimated taxable income and tax credits computed in accordance with the provisions of the relevant tax laws and based on the expected outcome of assessments/ appeals.
(b) Deferred Tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the balance sheet and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences.
Deferred tax assets are generally recognized for all deductible temporary differences, unabsorbed losses and unabsorbed depreciation to the extent that it is probable that future taxable profits will be available against which those deductible temporary differences, unabsorbed losses and unabsorbed depreciation can be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax

liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

(c) Minimum Alternate Tax (MAT):

MAT is recognized as an asset only when and to the extent there is convincing evidence that the Group will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized, it is credited to the Statement of Profit and Loss and is considered as (MAT Credit Entitlement). The Group reviews the same at each Balance Sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that the Group will pay normal Income Tax during the specified period. Minimum Alternate Tax (MAT) Credit are in the form of unused tax credits that are carried forward by the Group for a specified period of time, hence, it is presented as Deferred Tax Asset.

2.11 Provisions, contingent liabilities and contingent assets
Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or where any present obligation cannot be measured in terms of future outflow of resources or where a reliable estimate of the obligation cannot be made.

Annual Report 2020-21 125

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

of the Group. Contingent assets are not recognized till the realization of the income is virtually certain. However the same are disclosed in the financial statements where an inflow of economic benefit is possible.

2.12 Leases

As a Leasee

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group recognizes a Right-of-Use (ROU) asset and a lease liability at the lease commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payment made at or before the commencement date, plus any initial direct cost incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentive received.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Short-term leases and leases of low-value assets

The Group has elected not to recognize right-touse assets and lease liabilities for short-term lease that have a lease term of 12 months or less and leases of low-value assets. The Group recognize the lease payments associated with these leases as an expenses on a straight-line basis over the lease term.

2.13 Employee benefits

Short-term obligations

Liabilities for wages and salaries, including nonmonetary benefits that are expected to be settled wholly within 12 months after the end of the period

in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.

Other long-term employee benefit obligations

Post-employment obligations

The Group operates the following post-employment schemes:

(a) defined benefit plans such as gratuity; and
(b) defined contribution plans such as provident fund.

Gratuity obligations

Gratuity liability of employees is funded with the approved gratuity trusts.

Defined Contribution Plans

Defined Contribution Plans such as Provident Fund, etc., are charged to the Statement of Profit and Loss as incurred.

126 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

2.14 borrowing costs

Interest and other borrowing costs attributable to qualifying assets are capitalized. Other interest and borrowing costs are charged to Statement of Profit and Loss.

2.15 Earnings Per Share

basic earnings per share
Basic earnings per share is calculated by dividing:
the profit attributable to owners of the Group
average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

2.16 Impairment of Assets:

2.17 Foreign currency transactions:

2.18 Exceptional items

2.19 cash Flow Statements

The Cash Flow statement is prepared by the “Indirect method” set out in Ind AS-7 on “Cash Flow Statement“ and presents the cash flows by operating, investing and financing activities of the Group. Cash and cash Equivalent presented in the cash flow statement consist of cash on hand and demand deposits with banks.

2.20 Share-based payment arrangements

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.

The fair value determined at the grant date of the equity settled share-based payments is expensed on a straight line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in Statement of Profit and Loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.

2.21 Events occurring after the balance sheet date

Assets and liabilities are adjusted for events occurring after the reporting period that provides additional evidence to assist the estimation of amounts relating to conditions existing at the end of the reporting period.

Dividends declared by the Group after the reporting period are not recognized as liability at the end of the reporting period. Dividends declared after the reporting period but before the issue of financial statements are not recognized as liability since no obligation exists at that time. Such dividends are disclosed in the notes to the financial statements.

Annual Report 2020-21 127

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

Total		3,310.20	768.01	11.58	-	4,066.64	369.46	10.79	- 4,425.31 -	1,159.16	9.73	353.39	-	1,502.82	10.25	307.14	- 1,799.71	2,151.04	2,563.81 2,625.59
Offce Equipments		46.55	22.60	-	-	69.15	1.40	-	- 70.55	31.08	-	14.08	-	45.16	-	10.54	- 55.70	15.47	24.00 14.85
Solar Roof System		58.65	-	-	-	58.65	-	-	- 58.65	32.93	-	4.66	-	37.58	-	3.81	- 41.40	25.72	21.07 17.25
computer		64.47	7.66	-	-	72.13	3.34	10.79	- 64.67	48.33	-	10.31	-	58.64	10.25	6.83	- 55.22	16.14	13.49 9.45
Electric Installation		77.20	11.72	-	-	88.92	3.81	-	- 92.73	32.14	-	12.35	-	44.49	-	11.50	- 55.99	46.06	45.43 37.74
vehicles		80.46	26.37	11.58	-	95.25	0.29	-	- 95.54	63.35	9.73	9.38	-	63.00	-	9.76	- 72.77	17.11	32.25 22.78
Furniture and fxtures		115.42	2.78	-	-	118.21	-	-	- 118.21	67.70	-	12.84	-	80.54	-	9.52	- 90.06	47.72	37.67 28.14
Plant and Equipments		1,593.87	99.01	-	-	1,692.87	58.16	-	- 1,751.04	557.41	-	200.81	-	758.22	-	172.60	- 930.82	1,036.46	934.65 820.21
buildings		1,224.16	59.76	-	-	1,283.92	1.28	-	- 1,285.19	326.23	-	88.96	-	415.19	-	82.57	- 497.76	897.93	868.73 787.44
Freehold Land		49.43	538.11	-	-	587.54	301.18	-	- 888.72	-	-	-	-	-	-	-	- -	49.43	587.54 587.54
Particular	Gross carrying Amount	As at April 1, 2019	Additions	Deduction & Adjustment	Reclassifcation as held for sale	balance as at March 31, 2020	Additions	Deduction & Adjustment	Reclassifcation as held for sale balance as at March 31, 2021 Accumulated Depreciation	balance as at April 1, 2019	Deduction & Adjustment	Depreciaton for the period	Reclassifcation as held for sale	balance as at March 31, 2020	Deduction & Adjustment	Depreciaton for the period	Reclassifcation as held for sale balance as at March 31, 2021 net carrying amount	Balance as at April 1, 2019	Balance as at March 31, 2020 Balance as at March 31, 2021

128 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 4 oTHER InTAnGIbLE ASSETS

noTE 4 oTHER InTAnGIbLE ASSETS	noTE 4 oTHER InTAnGIbLE ASSETS	noTE 4 oTHER InTAnGIbLE ASSETS
(`in lakhs)
Particulars	Software	Total
Gross carrying Amount
As at April 1, 2019	36.81	36.81
Additions	0.20	0.20
Deduction & Adjustment	-	-
balance as at March 31, 2020	37.01	37.01
Additions	22.92	22.92
Deduction & Adjustment	-	-
balance as at March 31, 2021	59.93	59.93
Amortization
As at April 1, 2019	30.82	30.82
Deduction & Adjustment	-	-
Depreciaton for theperiod	3.11
balance as at March 31, 2020	33.93	30.82
Deduction & Adjustment	-	-
Depreciaton for the period	5.45	5.45
balance as at March 31, 2021	39.39	36.28
net carrying amount
Balance as at April 1,2019	5.99	5.99
Balance as at March 31, 2020 Balance as at March 31,2021	3.08 20.55	6.19 23.65

noTE 5 LoAnS (non cURREnT)

noTE 5 LoAnS (non cURREnT)	noTE 5 LoAnS (non cURREnT)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Unsecured, considered Good
SecurityDeposits 60.49 51.80	43.65
Total 60.49 51.80	43.65

noTE 6 oTHER FInAncIAL ASSETS (non-cURREnT)

noTE 6 oTHER FInAncIAL ASSETS (non-cURREnT)	noTE 6 oTHER FInAncIAL ASSETS (non-cURREnT)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
SecurityDeposits (Unsecured, Considered Good) 219.02 320.71	33.36
Bank Deposits with more than 12 months maturity* 3.40 12.03	4.87
Total 222.42 332.75	38.23

held as lien by bank against bank guarantees / letters of credit.

noTE 7 DEFERRED TAX ASSETS/(LIAbILITIES) (nET)

noTE 7 DEFERRED TAX ASSETS/(LIAbILITIES) (nET)	noTE 7 DEFERRED TAX ASSETS/(LIAbILITIES) (nET)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
OpeningBalance 89.37 23.12	45.18
Add/(Less): Assets/(Liabilities) for theyear 15.17 66.25	(22.06)
Total 104.54 89.37	23.12

Annual Report 2020-21 129

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

7.1 component of Deferred Tax Assets/(Liabilities) (net)

7.1 component of Deferred Tax Assets/(Liabilities) (net)	7.1 component of Deferred Tax Assets/(Liabilities) (net)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Depreciation (2.47) 9.45	(4.73)
Other TimingDifferences 107.01 79.92	27.85
Total 104.54 89.37	23.12

noTE 8 InvEnToRIES

noTE 8 InvEnToRIES	noTE 8 InvEnToRIES
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
(Valued at lower of cost or net realized value, whichever is lower)
Raw materials 1,860.53 1,973.91	1,688.34
Work inprogress 510.92 566.71	402.86
Finishedgoods 1,629.96 1,208.89	790.33
Total 4,001.41 3,749.51	2,881.53

noTE 9 TRADE REcEIvAbLES (cURREnT)

noTE 9 TRADE REcEIvAbLES (cURREnT)	noTE 9 TRADE REcEIvAbLES (cURREnT)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Unsecured, consideredgood 2,492.29 2,594.92	2,158.03
Total 2,492.29 2,594.92	2,158.03

noTE 10 cASH AnD cASH EQUIvALEnTS

noTE 10 cASH AnD cASH EQUIvALEnTS	noTE 10 cASH AnD cASH EQUIvALEnTS
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Balances with banks 25.91 33.82	185.13
Cash on hand 16.13 28.36	17.34
Total 42.04 62.19	202.47

noTE 11 bAnK bALAncES oTHER THAn cASH AnD cASH EQUIvALEnTS

noTE 11 bAnK bALAncES oTHER THAn cASH AnD cASH EQUIvALEnTS	noTE 11 bAnK bALAncES oTHER THAn cASH AnD cASH EQUIvALEnTS
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Earmarked balance for unpaid dividend 0.09 0.35	0.18
Fixed Deposits with Banks (under lien against bank guarantees/ LC) 103.77 120.95	198.08
Total 103.85 121.29	198.26

130 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 12 oTHER FInAncIAL ASSETS (cURREnT)

noTE 12 oTHER FInAncIAL ASSETS (cURREnT)	noTE 12 oTHER FInAncIAL ASSETS (cURREnT)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
SecurityDeposits 1.40 0.70	-
Export Incentive Receivable 0.19 0.45	-
Earnest moneyDeposit 113.58 92.85	87.46
Interest receivable - 0.19	-
Total 115.17 94.19	87.46

noTE 13 cURREnT TAX ASSETS (nET)

noTE 13 cURREnT TAX ASSETS (nET)	noTE 13 cURREnT TAX ASSETS (nET)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Advancepayment of tax (Net ) 45.80 19.48	41.69
Total 45.80 19.48	41.69

noTE 14 oTHER cURREnT ASSETS

noTE 14 oTHER cURREnT ASSETS	noTE 14 oTHER cURREnT ASSETS
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Balance with Govt. Authorities 323.51 53.99	42.15
Prepaid Expenses 13.11 16.58	13.06
Advances to Employees 32.91 54.87	62.87
Advances to Suppliers 128.75 157.27	180.03
Other Receivables 22.03 28.09	2.12
Total 520.30 310.80	300.22

noTE 15 SHARE cAPITAL

noTE 15 SHARE cAPITAL
Particulars	As at March 31, 2021 As at March 31, 2020			As at April 1, 2019
	nos.	`in lakhs<br>nos.\|`in lakhs	nos.	`in lakhs
Authorized Share capital :
EquityShares of`10 each	1,75,00,000	1,750.00 1,75,00,000	1,750.00	1,75,00,000	1,750.00
Issued & Subscribed :
EquityShares of`10 each	1,56,72,000	1,567.20 1,56,72,000	1,567.20	1,56,72,000	1,567.20
Subscribed and Fully Paid Up
EquityShares of`10 each	1,56,72,000	1,567.20 1,56,72,000	1,567.20	1,56,72,000	1,567.20
Forfeited Shares
EquityShares of`10 each	-	- -	-	-	-
Total		1,567.20	1,567.20		1,567.20

Annual Report 2020-21 131

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

15.1 The reconciliation of the no. of shares outstanding is set out below :

Particulars	As at March 31, 2021 As at March 31, 2020	As at March 31, 2021 As at March 31, 2020	As at March 31, 2021 As at March 31, 2020	As at April 1, 2019	As at April 1, 2019
	nos.	`in lakhs<br>nos.\|`in lakhs	nos.	`in lakhs
Equity shares
At Beginningof theperiod	1,56,72,000	1,567.20 1,56,72,000	1,567.20	1,56,72,000	1,567.20
Add : Issued duringtheyear				-	-
outstanding at the end of theperiod	1,56,72,000	1,567.20 1,56,72,000	1,567.20	1,56,72,000	1,567.20

15.2 The Company has issued only one class of equity shares having a par value of ` 10 per share. Each holder of Equity Shares are entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the realized value of the assets of the Company, remaining after the payment of all preferential dues. The distribution will be in proportion to the number of equity shares held by the shareholders.

15.3 Details of shareholders holding more than 5% shares

name of the shareholder	As at March 31, 2021 As at March 31, 2020	As at March 31, 2021 As at March 31, 2020	As at March 31, 2021 As at March 31, 2020	As at April 1, 2019	As at April 1, 2019
	nos.	% nos.	%	nos.	%
Chandrakant Popatbhai Patel	36,40,024	23.23 36,40,024	23.23	36,40,024	23.23
Rajendrabhai Popatbhai Patel	37,01,280	23.62 37,01,280	23.62	37,01,280	23.62
Vipul Ishwarbhai Patel	36,53,360	23.31 36,53,360	23.31	36,53,360	23.31

15.4 The Board of Directors has proposed a final dividend of 1.20 (P.Y. 1.20) per share [i.e. 12% (P.Y. 12%) on the face value of ` 10/- for the year ended March 31, 2021, which is subject to the approval of the shareholders at the Annual General Meeting.

15.5 Aggregate no. of shares issued as bonus shares during 5 immediately preceeding March, 2021

15.5Aggregate no. of shares issued as bonus shares during 5 immediately preceeding March, 2021	15.5Aggregate no. of shares issued as bonus shares during 5 immediately preceeding March, 2021
(`in lakhs)
Year	nos. of shares
2017-18	43,17,000
2015-16	57,56,000

132 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 16 oTHER EQUITY

|(in lakhs)|(in lakhs)|
|---|---|
|Particulars
As at
March 31, 2021|As at
March 31, 2020|
|SEcURITIES PREMIUM ||
|Balance as per lastyear
1,831.92|1,831.92|
|Add : Securities premiumcredited onShareissue
-|-|
|Less :AdjustmentofshareissueExpenses
-|-|
|Balance at the end of theYear
1,831.92|1,831.92|
|SHARE-bASED PAYMEnT RESERvE||
|Balance as per lastyear
24.90|1.02|
|Additionduringthe year
0.79|23.88|
|Balance at the end of theYear
25.69|24.90|
|SURPLUS InSTATEMEnToF PRoFIT AnD LoSS||
|Balance at the beginning of theYear
1,902.99|1,594.06|
|Add:TotalComprehensiveIncomefor the year
359.96|535.65|
|2,262.95|2,129.71|
|Less :||
|DividendPaid (includingDividendDistribution Tax)
(56.13)|(226.72)|
|Balance at the end of theYear
2,206.82|1,902.99|
|Total
4,064.44|3,759.81 |

Securities Premium:

The amount received in excess of face value of the equity shares is recognized in Securities Premium Reserve. The reserve is utilized in accordance with the specific provisions of the Companies Act, 2013.

Retained Earnings:

Share-based Payment Reserve:

noTE 17 boRRowInGS (non-cURREnT)

noTE 17 boRRowInGS (non-cURREnT)	noTE 17 boRRowInGS (non-cURREnT)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Secured Loans
Term Loans From Banks 182.14 231.66	5.57
Unsecured Loans
From Related Parties
- From Directors 132.31 118.36	116.32
Total 314.45 350.01	121.89

Annual Report 2020-21 133

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

17.1 Details of Security and Repayment Terms for Loans from banks

|(in lakhs)|(in lakhs)|
|---|---|
|nature of Security|Terms of Repayment & Interest|
|Term loan from Canara Bank having outstanding balance as on March 31, 2021
amounting toNil (March 31, 2020 -3.40 Lakhs and March 31, 2019 -6.52 Lakhs) was secured byhypothecation of motor car.| Repaid in FY 2020-21 Rate of interest - 9.85%| |Term loan from Canara Bank having outstanding balance as on March 31, 2021 amounting toNil (March 31, 2020 -0.83 Lakhs and March 31, 2019 -1.99
Lakhs) was secured byhypothecation of motor car.|

Repaid in F.Y. 2020-21
Rate of interest - 9.65%|
|Term loan from Canara Bank having outstanding balance as on March 31, 2021
amounting to182.14 Lakhs (March 31, 2020 -230.63 Lakhs and March
31, 2019 -`Nil) were secured against exclusive charge by way of equitable
mortgage on NA land situated at Private Sub Plot No. 2, Khata No. 321, Block
No. 211, Dantali, Taluka Kalol, District Gandhinagar.|

Repayable in 84 monthly installments
starting from July 2019
Rate of interest - One year
MCLRplus 0.85%|

noTE 18 oTHER FInAncIAL LIAbILITIES (non-cURREnT)

noTE 18 oTHER FInAncIAL LIAbILITIES (non-cURREnT)	noTE 18 oTHER FInAncIAL LIAbILITIES (non-cURREnT)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Deposit from Dealers 0.50 0.50	0.50
Total 0.50 0.50	0.50
noTE 19 PRovISIonS (non-cURREnT) (`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Provision for employee benefts
Gratuity 6.81 4.61	5.03
Total 6.81 4.61	5.03

|noTE 20 oTHER non-cURREnT LIAbILITIES
(in lakhs)|**noTE 20 oTHER non-cURREnT LIAbILITIES** (in lakhs)|
|---|---|
|Particulars
As at
March 31, 2021
As at
March 31, 2020|As at
April 1, 2019|
|Deferred Grant Income
99.87
29.76|36.34|
|Total
99.87
29.76|36.34 |
|noTE 21 boRRowInGS (cURREnT)
(`in lakhs)||
|Particulars
As at
March 31, 2021
As at
March 31, 2020|As at
April 1, 2019|
|Secured||
|-Working capital facilities from banks
453.72
990.34|197.47|
|Total
453.72
990.34|197.47*|

*Secured against hypothecation of entire current assets including present and future inventories and book-debts of the Company, immovable properties of the Company situated at SF No 226 & 227 Village:- Dantali, Dist:-Gandhinagar and personal properties and guarantee of directors. Applicable rate of interest is 9% & 11%.

134 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 22 TRADE PAYAbLES (cURREnT)

noTE 22 TRADE PAYAbLES (cURREnT)	noTE 22 TRADE PAYAbLES (cURREnT)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Dues to Micro Enterprises and Small Enterprises 152.53 149.10	33.36
Dues to Others 2,407.55 2,071.89	1,972.53
Total 2,560.08 2,220.98	2,005.89

22.1 Details as required under MSMED Act are given below :

22.1 Details as required under MSMED Act are given below :	22.1 Details as required under MSMED Act are given below :
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Principal amount remaining unpaid to any supplier as at the end of accounting year 152.53 149.10	33.36
Interest due thereon - -	-
Amount of interest paid by the Company in terms of section 16 of the MSMED, along with the amount of the payment made to the supplier beyond the appointed day during the accounting year - -	-
Amount of interest due and payable for the reporting period of delay in making payment [which have been paid but beyond the appointed day during the year] but without adding the interest specifed under the MSMED - -	-
Amount of further interest remaining due and payable even in succeeding years, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under Section 23 of MSMED Act. - -	-
Above disclosure has been made on the basis of information available with the Company. - -	-

Above disclosure has been made on the basis of information available with the Company.

noTE 23 oTHER FInAncIAL LIAbILITIES (cURREnT)

noTE 23 oTHER FInAncIAL LIAbILITIES (cURREnT)	noTE 23 oTHER FInAncIAL LIAbILITIES (cURREnT)
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Current maturities of long-term debt 43.69 47.22	3.98
Liabilityfor Capital Expenditure - -	14.49
Unpaid dividends 0.09 0.35	0.18
Dues to Employees and others 86.16 89.56	67.51
Total 129.93 137.12	86.16

noTE 24 oTHER cURREnT LIAbILITIES

noTE 24 oTHER cURREnT LIAbILITIES	noTE 24 oTHER cURREnT LIAbILITIES
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
StatutoryDues 429.29 51.53	170.18
Advances received from customers 940.93 1,011.44	647.18
Deferred Grant Income 24.30 6.58	8.03
Total 1,394.52 1,069.55	825.39

Annual Report 2020-21 135

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 25 cURREnT PRovISIonS

noTE 25 cURREnT PRovISIonS	noTE 25 cURREnT PRovISIonS
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Provision for employee benefts
Gratuity 0.19 0.13	11.40
Leave Encashment 2.78 -	3.60
Bonus 10.90 10.90	20.80
Total 13.87 11.03	35.80

noTE 26 REvEnUE FRoM oPERATIonS

noTE 26 REvEnUE FRoM oPERATIonS	noTE 26 REvEnUE FRoM oPERATIonS
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Sale of Products 12,137.11	13,179.90
Sale of Services 1,322.81	578.83
Other OperatingRevenue
- DutyDrawback Income 5.06	6.61
Total 13,464.99	13,765.34

noTE 27 oTHER IncoME

noTE 27 oTHER IncoME	noTE 27 oTHER IncoME
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Interest income 31.50	37.28
Netgain on sale of fxed assets -	1.97
Deferred Grant Income 12.89	8.03
Lease Liabilitywritten off 31.40	-
Miscellaneous Income 46.32	2.93
Total 122.11	50.21

noTE 28 coST oF MATERIALS conSUMED

noTE 28 coST oF MATERIALS conSUMED	noTE 28 coST oF MATERIALS conSUMED
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
OpeningStock 1,973.91	1,688.34
Add : Purchases 9,339.27	9,654.85
Sub Total 11,313.18	11,343.19
Less : ClosingStock 1,860.53	1,973.91
Total 9,452.65	9,369.29

136 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 29 cHAnGES In InvEnToRIES oF FInISHED GooDS, woRK-In-PRoGRESS & STocK-In -TRADE

noTE 29 cHAnGES In InvEnToRIES oF FInISHED GooDS, woRK-In-PRoGRESS & STocK-In -TRADE	noTE 29 cHAnGES In InvEnToRIES oF FInISHED GooDS, woRK-In-PRoGRESS & STocK-In -TRADE
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
closing Stock
Finishedgoods 1,629.96	1,208.89
Work-in-process 510.92	566.71
Total 2,140.88	1,775.60
opening Stock
Finishedgoods 1,208.89	790.33
Work-in-process 566.71	402.86
Total 1,775.60	1,193.18
Total (Increase) / Decrease In Stock (365.28)	(582.42)

noTE 30 EMPLoYEE bEnEFIT EXPEnSE

|(in lakhs)|(in lakhs)|
|---|---|
|Particulars
Year Ended
March 31, 2021|Year Ended
March 31, 2020|
|Salaries, Wages & Bonus
997.76|1,009.30|
|Managerial Remuneration
60.75|60.75|
|Contribution to Provident & Other Funds
23.23|24.74|
|GratuityExpenses
11.25|17.22|
|Share based Payments
0.79|23.88|
|Staff Welfare Expenses
14.50|51.93|
|Total
1,108.28|1,187.83|

noTE 31 FInAncE coSTS

noTE 31 FInAncE coSTS	noTE 31 FInAncE coSTS
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Interest on Borrowings 151.10	179.31
Interest on Lease Liabilities 24.28	43.33
Others 15.06	6.70
Total 190.44	229.34

noTE 32 DEPREcIATIon AnD AMoRTISATIon EXPEnSE

noTE 32 DEPREcIATIon AnD AMoRTISATIon EXPEnSE	noTE 32 DEPREcIATIon AnD AMoRTISATIon EXPEnSE
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Depreciation on Property, Plant & Equipment 307.14	353.39
Amortization on Right-of-Use Assets 124.00	123.82
Amortization on Intangible Assets 5.45	3.11
Total 436.60	480.31

Annual Report 2020-21 137

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 33 oTHER EXPEnSES

noTE 33 oTHER EXPEnSES	noTE 33 oTHER EXPEnSES
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Power and Fuel 57.81	58.30
Repairs
- Building 0.53	1.05
- Machinery 5.78	6.63
- Others 8.74	10.37
Erection & Installation Charges 305.98	236.38
Labour Charges 549.70	616.16
Job Work and Contract Charges 207.46	204.99
FactoryExpenses 44.26	39.65
Rent 33.69	39.46
Rates & Taxes(excludingtaxes on income) 20.18	15.92
Insurance 36.03	33.38
SecurityCharges 28.19	28.96
Expenses towards CSR 20.86	21.78
Travelling,Conveyance & Vehicle Expenses 171.29	248.94
Freight,Cartage,Transportation & other Expenses 190.85	194.74
Sales Commission 99.27	166.36
Advertisement 22.89	43.02
Exhibition expenses 4.72	97.74
ServicingExpenses 36.83	40.67
Donation 5.16	0.75
Stationeryand PrintingExpenses 11.33	17.11
Research & Development Expenses 25.23	45.67
Net Loss on Foreign CurrencyTransactions 4.53	2.74
Legal & Professional Expenses 147.01	150.83
Auditors Remuneration(Refer Note No. 31) 2.65	2.35
Postage and telephone 16.94	19.40
Loss on sale of fxed assets(Net) 0.51	-
Bad Debts written off 92.91	-
General Expenses 84.88	98.88
Total 2,236.23	2,442.25

33.1 Auditor Remuneration & others

33.1 Auditor Remuneration & others	33.1 Auditor Remuneration & others
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
As auditor :
Audit fee 2.65	2.35
Other services -	-
Total 2.65	2.35

138 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 34 EARnInG PER SHARE

noTE 34 EARnInG PER SHARE Earning Per share is calculated by dividing the Proft / (Loss) attributable to the Equity Shareholders by the weighted average number of Equity Shares outstanding during the year. The numbers used in calculating basic and diluted earning per Equity Share as stated below:	noTE 34 EARnInG PER SHARE Earning Per share is calculated by dividing the Proft / (Loss) attributable to the Equity Shareholders by the weighted average number of Equity Shares outstanding during the year. The numbers used in calculating basic and diluted earning per Equity Share as stated below:
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Net Proft / (Loss) attributable to EquityShareholders (`in lakhs) 361.29	505.16
Weighted Average number of EquityShares at the end ofyear (Nos.) 1,56,72,000	1,56,72,000
Number of EquityShares for Basic EPS (Nos.) 1,56,72,000	1,56,72,000
Add : Diluted Potential EquityShares (Nos.) 53,972	-
Number of EquityShares for Diluted EPS (Nos.) 1,57,25,972	1,56,72,000
Nominal Value Per Share (`) 10.00	10.00
Basic EarningPer Share (`) 2.31	3.22
Diluted EarningPer Share (`) 2.30	3.22

noTE 35 IncoME TAXES

noTE 35 IncoME TAXES	noTE 35 IncoME TAXES
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
The major components of income tax expense for theyear as under:
current tax 175.96	237.88
Deferred tax
In respect of Accumulated Depreciation 11.92	(14.18)
In respect of other timingdifferences (27.09)	(52.07)
Total deferred tax (15.17)	(66.25)
Adjustment of tax for earlieryears 6.31	2.29
Total tax expense charged to statement of Proft and Loss 167.10	173.92

35.1 Reconcilliation of Effective Tax Rate

35.1 Reconcilliation of Effective Tax Rate	35.1 Reconcilliation of Effective Tax Rate
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Applicable Tax Rate 25.168%	25.168%
Proft before tax 528.19	688.93
Income tax expense at tax rates applicable to individual entities 132.93	173.39
Tax Impact on Expenses that are not deductible 6.68	5.74
Adjustment of tax for earlieryears 6.31	2.29
Tax effect on OCI (0.46)	10.27
Others 21.63	(17.77)
Income Tax Expenses recognized in Statement of Proft and Loss 167.10	173.92

Annual Report 2020-21 139

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 36 DIScLoSURE UnDER InD AS 116 - LEASES

The Company has adopted Ind AS 116 on “Leases” by applying it to all contracts of leases existing on April 1, 2019 by using modified retrospective approach. The Company has recognised and measured the Right-of-Use (ROU) asset and the lease liability over the remaining lease period and payments discounted using the incremental borrowing rate as at the date of initial application.

36.1 Lease liabilities included in financial statements

36.1 Lease liabilities included in fnancial statements	36.1 Lease liabilities included in fnancial statements
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
Current 68.03 109.71	51.06
Non-Current 106.61 233.68	279.81
Total 174.64 343.39	330.87

36.2 Movement in lease liabilities during the year

36.2 Movement in lease liabilities during the year	36.2 Movement in lease liabilities during the year
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Balance at the beginning 343.40	330.87
Additions -	104.69
Finance Cost Accrued duringtheyear 24.28	43.33
Payment of lease liabilities(includinginterest) (125.85)	(135.49)
Liabilitywritten back (67.20)	-
balance at the end of theyear 174.63	343.40
36.3 Maturity Analysis of the undiscounted cash flow of the lease liabilities (`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020
Less than oneyear 81.24 125.83
One to fveyears 116.55 197.79
More than fveyears - -

36.4 Movement in Right of Use Assets

36.4 Movement in Right of Use Assets	36.4 Movement in Right of Use Assets
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Balance at the beginning 339.50	356.25
Additions duringtheyear -	107.07
Amortization for theyear (124.00)	(123.82)
Deductions/Adjustment duringtheyear (39.03)	-
balance at the end of theyear 176.46	339.50

36.5 Lease expenses of 33.62 Lakh (P.Y. 39.46 Lakh) recognized in Statement of Profit and Loss towards short term leases, lease of low value assets and variable lease rental not included in measurement of lease liability.

140 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 37 conTInGEnT LIAbILITIES AnD coMMITMEnTS

noTE 37 conTInGEnT LIAbILITIES AnD coMMITMEnTS	noTE 37 conTInGEnT LIAbILITIES AnD coMMITMEnTS
(`in lakhs)
Particulars As at March 31, 2021 As at March 31, 2020	As at April 1, 2019
contingent Liabilities
TDS - 0.73	1.04
Disputed liabilityfor VAT/CST 60.05 -	-
Bank Guarantees issued on behalf of the Company 142.88 334.35	-

commitments
Estimated amount of contracts remaining unexecuted on capital account and not provided for in Books (net of advances) - -	-
Other commitments - -	-

noTE 38 SEGMEnT InFoRMATIon

The company manufactures and deals in single product, i.e. manufacturing of Cold Rooms, Freezer, Refrigeration Systems and chilling Plant etc. which constitutes a single reporting segment.

noTE 39 coRPoRATE SocIAL RESPonSIbILITY

(a) Gross amount required to be spent by the company during the year - ` 20.31 lakhs

(b) Amount spent during the year on :

|(in lakhs)|(in lakhs)|(in lakhs)|(in lakhs)|
|---|---|---|---|
|Particulars|Amount Spent|Yet to be Spent|Total|
|(i)
construction/acquisition of anyasset|-|-|-|
|(ii) onpurposes other than (i) above|20.86|-|20.86|

noTE 40 IcE MAKE REFRIGERATIon LIMITED - EMPLoYEE STocK oPTIon PLAn 2018

The company instituted the 2018 plan for all eligible employees in pursuance of a special resolution approved by the shareholders at the extraordinary general meeting held on October 25,2018. Scheme covers grant of options convertible into equal number of equity shares of face value of ` 10 each to specified permanent employees of the company as well as its subsidiary.

(` in lakhs)

|into equal number of equity shares of face value of10 each to specifed perma its subsidiary.|nent employees of the company as well as (in lakhs)|nent employees of the company as well as
(in lakhs)| |---|---|---| |**Scheme**|**ESoP 2018**|| |Date ofgrant|15-03-2019|12-02-2021| |No. of optionsgranted|1,56,000|46,800| |Exercisepriceper option ()|57.00|57.00|
|Fair value of option ongrant date (`)|26.82|29.94|
|Vesting period|Over aperiod of 1 to 3years||
|Vesting requirements|On continued employment with the
company and fulflment of performance
parameters||
|Exerciseperiod|1 to 3years from the date of vesting||
|Method of settlement|Through allotment of one equity share for
each optiongranted||

Annual Report 2020-21 141

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

The movement in the stock options during the year was as per the table given below:

The movement in the stock options during the year was as per the table given below:	The movement in the stock options during the year was as per the table given below:
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Options outstandingat the beginningof theyear 1,09,200	1,56,000
Optionsgranted duringtheyear 46,800	-
Options forfeited/cancelled duringtheyear -	-
Options lapsed duringtheyear -	46,800
Options exercised duringtheyear -	-
Options outstandingat the end of theyear 1,56,000	1,09,200
Shares exercisable at the end of theyear -	-

Expenses arising from share-based payment transactions recognized in profit and loss are as follows :

Expenses arising from share-based payment transactions recognized in proft and loss are as follows :	Expenses arising from share-based payment transactions recognized in proft and loss are as follows :
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Expenses recognized aspart of employee beneft expenses(net) 0.79	23.88
The Company has granted 46,800 options during the year ended on 31st March, 2021 (P.Y.`Nil). The fair value of the share based payment options granted is determined using the Black Scholes Model using the following inputs :
Shareprice as at measurement date(`)	79.00
Expected volatility	50.20%
Expected life(years)	1.24
Dividendyield	1.42%
Risk free interest rate	6.17%

noTE 41 RELATED PARTY DIScLoSURES AS PER InDIAn AccoUnTInG STAnDARD-24

(a) Related Parties

Related Parties
name of Party	Relationship
Chandrakant Patel(Chairman & ManagingDirector)	Key Management Personnel (KMP)
Vipulbhai Patel(Joint ManagingDirector)
Rajendrabhai Patel(Joint ManagingDirector)
Ankit Patel(Chief Financial Offcer)
Mandar Desai(CompanySecretary)
Ramilaben C. Patel	Relatives of KMP
Kapilaben V. Patel
Jyotsanaben R. Patel
Ishwarbhai L. Patel
Frizics Transport Refrigeration Private Limited	Entities over which KMPs are able to excercise signifcate influence

142 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

(b) Transactions with related parties:

Transactions with related parties:	Transactions with related parties:
		(`in lakhs)
Sr. no.	Particulars	Key Management Personnel and their relatives	Entities over which KMPs are able to excersise signifcant influence
		2020-21 2019-20 20 20-21 2019-20
A	Transactions during theyear
i.	Purchase of Material / Services (net of GST)	- - 1.35 -
ii.	Purchase of Machinery (net of GST)	- - - 16.16
iii.	Interest Expense	- 11.15 - -
iv.	Remuneration to KMP	74.60 74.55 - -
v.	Rent to KMP and their relatives	33.18 30.06 - -
b	outstanding balance
i.	Loans Received	132.31 118.36 - -
ii.	Trade & Other Payables	22.65 21.53	1.35	19.07

noTE 42 DIScLoSURES AS REQUIRED bY InDIAn AccoUnTInG STAnDARD (InD AS) 19 “EMPLoYEE bEnEFITS”

a) Defined contribution plans

Contribution to defined contribution plans, recognized as expense for the year is as under :

		(`in lakhs)
Particulars	Year Ended	Year Ended
	March 31, 2021	March 31, 2020
Employer's contribution to Provident Fund	22.46	23.76

(b) Defined benefit plan
i) Details of defined benefit obligation and plan assets in respect of retiring gratuity are given below :

Defned beneft plan i) Details of defned beneft obligation and plan assets in respect of retiring gratuity are given below :	Defned beneft plan i) Details of defned beneft obligation and plan assets in respect of retiring gratuity are given below :	Defned beneft plan i) Details of defned beneft obligation and plan assets in respect of retiring gratuity are given below :
(`in lakhs)
Particulars As at March 31, 2021	As at March 31, 2020	As at April 1, 2019
Present value of defned beneft obligation 98.55	85.07	107.40
Fair value ofplan assets 107.23	103.47	90.96
Net(Liability)/Asset arisingfromgrautity 8.68	18.40	(16.44)

ii) Reconciliation of opening and closing balances of defined benefit obligation

ii) Reconciliation of opening and closing balances of defned beneft obligation	ii) Reconciliation of opening and closing balances of defned beneft obligation
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Present value of obligation as at the beginningof theyear 85.07	107.40
Interest Cost 5.80	8.35
Current Service Cost 12.51	17.90
Benefts Paid (5.45)	(6.39)
Actuarial(Gain)/Loss on arisingfrom Change in Financial Assumption (1.89)	(33.43)
Actuarial(Gain)/Loss on arisingfrom Change Demographic Assumption -	-
Actuarial(Gain)/Loss on arisingfrom Experience Adjustment 2.51	(8.76)
Present value of obligation as at the end of theyear 98.55	85.07

Annual Report 2020-21 143

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

iii) Reconciliation of opening and closing balances of fair value of plan assets

iii) Reconciliation of opening and closing balances of fair value of plan assets	iii) Reconciliation of opening and closing balances of fair value of plan assets
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Fair Value ofplan assets at the beginningof theyear 103.46	90.96
Interest Income 7.05	7.08
Contributions bythe employer 3.32	13.25
Beneftspaid (5.45)	(6.39)
Return on Plan Assets excludingInterest Income (1.15)	(1.43)
Fair Value ofplan assets at the end of theyear 107.23	103.47

iv) Expenses recognized during the year

iv) Expenses recognized during the year	iv) Expenses recognized during the year
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
(A) In the Statement of Proft & Loss
Interest Cost (1.26)	1.28
Current Service Cost 12.50	17.90
net cost 11.24	19.18
(b) In other comprehensive Income
Actuarial (Gain)/Loss 0.62	(42.18)
Return on Plan Assets excludingInterest Income 1.15	1.43
net Expense/(Income) recognized in other comprehensive Income 1.77	(40.75)

v) Investment Details :

v) Investment Details :	v) Investment Details :	v) Investment Details :
(`in lakhs)
Particulars As at March 31, 2021	As at March 31, 2020	As at April 1, 2019
GOI Securities -	-	-
Insurance Plan 100%	100%	100%
Others -	-	-

vi) Actuarial Assumptions

vi) Actuarial Assumptions	vi) Actuarial Assumptions	vi) Actuarial Assumptions
(`in lakhs)
Particulars As at March 31, 2021	As at March 31, 2020	As at April 1, 2019
MortalityTable Indian Assured Lives Mortality(2006-08)
Discount Rate 6.96%	6.82%	0.00%
Expected rate of return onplan assets N.A.	6.82%	7.78%
Rate of employee turnover 4.00%	2.00%	2.00%
Rate of escalation in salary 2.00%	2% p.a. for next 1 year, 4% thereafter starting from the 2ndyear	7.00%

144 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

vii) Sensitivity Analysis

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The result of sensitivity analysis on defined benefit obligation is given below :

Signifcant actuarial assumptions for the determination of the defned beneft obligation are discount rate, expected salary increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The result of sensitivity analysis on defned beneft obligation is given below :	Signifcant actuarial assumptions for the determination of the defned beneft obligation are discount rate, expected salary increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The result of sensitivity analysis on defned beneft obligation is given below :
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Sensitivity Level - Discount Rate
1%Increase (12.07)	(10.86)
1%Decrease 14.80	13.39
Sensitivity Level -Salary Escalation
1%Increase 15.10	13.67
1%Decrease (12.48)	(11.23)
Sensitivity Level - Employee Turnover
1%Increase 4.87	4.27
1%Decrease (5.71)	(5.04)

viii) Expected contribution to the defined benefit plan for the next reporting period - Nil

ix) Maturity analysis of the benefit payments

viii)Expected contribution to the defned beneft plan for the next reporting period - Nil ix) Maturity analysis of the beneft payments	viii)Expected contribution to the defned beneft plan for the next reporting period - Nil ix) Maturity analysis of the beneft payments
(`in lakhs)
Particulars Year Ended March 31, 2021	Year Ended March 31, 2020
Weighted average durationof DBO (Years) 16	16
Expectedtotalbeneftpayments
Year 1 3.50	2.55
Year 2 to 5 15.61	11.00
Year6to10 34.44	26.38
Year 11and above 268.86	241.37

noTE 43 FInAncIAL InSTRUMEnTS - FAIR vALUES & RISK MAnAGEMEnT

43.1 Accounting Classifications & Fair Value Measurements

The fair values of the financial assets and liabilities are measured at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

All financial instruments are initially recognized and subsequently re-measured at fair value as described below :

The fair value of investment in quoted equity shares and mutual funds is measured at quoted price or NAV.
Fair values of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short-term maturities of these instruments.
Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on the evaluation, allowances are taken to account for the expected losses of these receivables.
The fair value of forward foreign exchange contracts and currency swaps is determined using forward exchange rates and yield curves at the balance sheet date.
The Company uses the following hierarchy for determining and disclosing the fair values of financial instruments by valuation technique:

Level 1 : Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 : Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Annual Report 2020-21 145

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

I. Figures as at April 1, 2019

I. Figures as at April 1, 2019	I. Figures as at April 1, 2019
		(`in lakhs)
Particulars	carrying Amount	Fair value
		Level 1	Level 2
Financial assets at amortized cost:
Loan(Non-Current)	43.65	-	43.65
Other Non-Current Financial Assets	38.23	-	38.23
Trade Receivables	2,158.03	-	2,158.03
Cash and Cash Equivalents	202.47	-	202.47
Bank Balances Other than Cash and Cash Equivalents	198.26	-	198.26
Other Current Financial Assets	87.46	-	87.46
ToTAL	2,728.09	-	2,728.09
Financial assets at fair value through proft or loss:	-	-	-
ToTAL	-	-	-
Financial liabilities at amortized cost:
Borrowings(Non Current)	121.89	-	121.89
Lease Liability (Non Current)	279.81	-	279.81
Borrowings(Current)	197.47	-	197.47
Trade Payables	2,005.89	-	2,005.89
Lease Liability (Current)	51.06	-	51.06
Other fnancial liabilities	86.66	-	86.66
ToTAL	2,742.78	-	2,742.78
Financial liabilities at fair value through proft or loss:	-	-
ToTAL	-	-	-

II. Figures as at March 31, 2020

II. Figures as at March 31, 2020	II. Figures as at March 31, 2020
		(`in lakhs)
Particulars	carrying Amount	Fair value
		Level 1	Level 2
Financial assets at amortized cost:
Loan(Non-Current)	51.80	-	51.80
Other Non-Current Financial Assets	332.75	-	332.75
Trade Receivables	2,594.92	-	2,594.92
Cash and Cash Equivalents	62.19	-	62.19
Bank Balances Other than Cash and Cash Equivalents	121.29	-	121.29
Other Current Financial Assets	94.19	-	94.19
ToTAL	3,257.13	-	3,257.13
Financial assets at fair value through proft or loss:	-	-	-
ToTAL	-	-	-
Financial liabilities at amortized cost:
Borrowings(Non Current)	350.01	-	350.01
Lease Liability (Non Current)	233.68	-	233.68
Borrowings(Current)	990.34	-	990.34
Trade Payables	2,220.98	-	2,220.98
Lease Liability (Current)	109.71	-	109.71
Other fnancial liabilities	137.62	-	137.62
ToTAL	4,042.35	-	4,042.35
Financial liabilities at fair value through proft or loss:	-	-
ToTAL	-	-	-

146 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

III. Figures as at March 31, 2021

(` in lakhs)

Particulars carrying Amount	Fair value	Fair value
	Level 1	Level 2
Financial assets at amortized cost:
Loan(Non-Current) 60.49	-	60.49
Other Non-Current Financial Assets 222.42	-	222.42
Trade Receivables 2,492.29	-	2,492.29
Cash and Cash Equivalents 42.04	-	42.04
Bank Balances Other than Cash and Cash Equivalents 103.85	-	103.85
Other Current Financial Assets 115.17	-	115.17
ToTAL 3,036.27	-	3,036.27
Financial assets at fair value through proft or loss: -	-	-
ToTAL -	-	-
Financial liabilities at amortized cost:
Borrowings(Non Current) 314.45	-	314.45
Lease Liability (Non Current) 106.61	-	106.61
Borrowings(Current) 453.72	-	453.72
Trade Payables 2,560.08	-	2,560.08
Lease Liability (Current) 68.03	-	68.03
Other fnancial liabilities 130.43	-	130.43
ToTAL 3,633.32	-	3,633.32
Financial liabilities at fair value through proft or loss: -	-
ToTAL -	-	-

No financial instruments have been routed through Other Comprehensive Income and hence separate reconciliation disclosure relating to the same is not applicable.

noTE 44 FInAncIAL RISK MAnAGEMEnT

44.1 credit Risk Management

The ageing analysis trade receivables from the date the invoice falls due is given below :

credit Risk Management it risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, Company periodically assesses the fnancial reliability of customers, taking into account the fnancial condition, current omic trends and ageing of accounts receivable. Individual risk limits are set accordingly. ageing analysis trade receivables from the date the invoice falls due is given below :	credit Risk Management it risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, Company periodically assesses the fnancial reliability of customers, taking into account the fnancial condition, current omic trends and ageing of accounts receivable. Individual risk limits are set accordingly. ageing analysis trade receivables from the date the invoice falls due is given below :	credit Risk Management it risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, Company periodically assesses the fnancial reliability of customers, taking into account the fnancial condition, current omic trends and ageing of accounts receivable. Individual risk limits are set accordingly. ageing analysis trade receivables from the date the invoice falls due is given below :
(`in lakhs)
Particulars As at March 31, 2021	As at March 31, 2020	As at March 31, 2019
Upto 3 months 1356.45	1426.00	1474.62
3 to 6 months 335.81	479.26	146.17
More than 6 months 800.02	689.65	537.23
Total 2,492.29	2,594.92	2,158.02

Annual Report 2020-21 147

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

44.2 Liquidity Risk

Maturity profile of financial liabilities

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.

|(in lakhs)|(in lakhs)|(in lakhs)|(in lakhs)|(`in lakhs)|
|---|---|---|---|---|
|Particulars|borrowings
including interest
obligations|Trade Payables|other Financial
Liabilities|Total|
|As at March 31, 2021|||||
|Less than 1year|497.41|2,560.08|154.27|3,211.76|
|Later than 1year|314.45|-|107.11|421.56|
|Total|811.86|2,560.08|261.38|3,633.32|
|As at March 31, 2020|||||
|Less than 1year|1,037.55|2,220.98|199.61|3,458.15|
|Later than 1year|350.01|-|234.18|584.20|
|Total|1,387.57|2,220.98|433.80|4,042.35|

44.3 Market risk

The Group manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by Senior Management and the Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.

44.4 Interest rate risk

Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Group’s position with regards to the interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in it total portfolio.

(` in lakhs)

nature of borrowing	change in basis	Impact on PAT	Impact on PAT
	points	As at March 31, 2021 As at March 31, 2020	As at March 31, 2019
Term Loans from Bank	1.00	-1.69 -2.09	-0.07
	-1.00	1.69 2.09	0.07
Working Capital Facilities from Bank	1.00	-3.40 -7.41	-1.48
	-1.00	3.40 7.41	1.48

148 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

44.5 Foreign currency risk

The Group operates internationally and is exposed to currency risk on account of its receivables in foreign currency. The functional currency of the Group is Indian Rupee. The Group uses forward exchange contracts to hedge its currency risk, most with a maturity of less than one year from the reporting date.

The Group does not use derivative financial instruments for trading or speculative purposes.

I. Foreign currency Exposure

Foreign currency Exposure
Particulars	As at March 31, 2021 As at March 31, 2020
	USD	Euro USD	Euro
Financial Assets
Trade & Other Receivables	31,709	8,360 46,322	20,906
Less : Forward Contract for selling foreign currency -		- -	-
Sub-Total 31,709		8,360 46,322	20,906
Liabilities
Trade & Other Payables 33,181		- -	-
Less : Forward Contract for purchasing foreigncurrency -		- -	-
Sub-Total 33,181		- -	-
net Exposure (1,472)		8,360 46,322	20,906

II. Foreign currency Sensitivity

The sensitivity of profit or loss and equity to changes in the exchange rates arises mainly from foreign currency denominated financial instruments as below :

denominated fnancial instruments as below :	denominated fnancial instruments as below :
		(`in lakhs)
Particulars	Movement in Rate	Impact on PAT
		2020-21	2019-20
USD	5%	(0.04)	1.31
USD	-5%	0.04	(1.31)
EURO	5%	0.27	0.65
EURO	-5%	(0.27)	(0.65)

44.6 Price Risk

For the purposes of the Group’s capital management, capital includes issued capital and all other equity reserves. The primary objective of the Group’s Capital Management is to maximize shareholder value. The Group manages its capital structure and makes adjustments in the light of changes in economic environment and the requirement of the financial covenants.

The Group monitors capital using gearing ratio, which is net debt divided by total equity plus debt.

noTE 45 cAPITAL MAnAGEMEnT

The Group monitors capital using gearing ratio, which is net debt divided by total equity plus debt.

For the purposes of the Group’s capital management, capital includes issued capital and all other equity reserves. The primary objective of the Group’s Capital Management is to maximize shareholder value. The Group manages its capital structure and makes adjustments in the light of changes in economic environment and the requirement of the fnancial covenants. The Group monitors capital using gearing ratio, which is net debt divided by total equity plus debt.	For the purposes of the Group’s capital management, capital includes issued capital and all other equity reserves. The primary objective of the Group’s Capital Management is to maximize shareholder value. The Group manages its capital structure and makes adjustments in the light of changes in economic environment and the requirement of the fnancial covenants. The Group monitors capital using gearing ratio, which is net debt divided by total equity plus debt.	For the purposes of the Group’s capital management, capital includes issued capital and all other equity reserves. The primary objective of the Group’s Capital Management is to maximize shareholder value. The Group manages its capital structure and makes adjustments in the light of changes in economic environment and the requirement of the fnancial covenants. The Group monitors capital using gearing ratio, which is net debt divided by total equity plus debt.
(`in lakhs)
Particulars As at March 31, 2021	As at March 31, 2020	As at March 31, 2019
Borrowings 768.17	1,340.35	319.36
Less : Cash & Cash Equivalents 42.04	62.19	202.47
Net Debt(A) 726.13	1,278.16	116.89
Total Equity 5,631.64	5,327.01	4,994.20
Equityand Net Debt(B) 6,357.76	6,605.17	5,111.09
GearingRatio(A/B) 0.11	0.19	0.02

Annual Report 2020-21 149

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 46 The Group has assessed the probable impact of COVID-19 pandemic. It has considered internal and external information available up to the date of approval of these financial statements and expects that the carrying amounts of inventories, trade receivables and other assets are recoverable. However, the impact of COVID-19, including the current wave, may be different from that estimated as at the approval of these financial statements. The Group will continue to monitor any material changes to future economic condition.

noTE 47 In the opinion of the Management, there are no indication, internal or external, which could have the effect of impairing the value of assets to any material extent as at the balance sheet date requiring recognition in terms of As-36

noTE 48 FIRST TIME ADoPTIon oF InD AS

The Group has prepared its first Financial Statements in accordance with Ind AS for the year ended March 31, 2021. For periods up to and including the year ended March 31, 2020, the Group prepared its financial statements in accordance with Indian GAAP, including accounting standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended). The effective date for Group’s Ind AS Opening Balance Sheet is April 1, 2019 (the date of transition to Ind AS).

The accounting policies set out in Note 1 have been applied in preparing the financial statements for the year ended March 31, 2021, the comparative information presented in these financial statements for the year ended March 31, 2020 and in the preparation of an opening Ind AS Balance Sheet at April 01, 2019 (the Group’s date of transition). According to Ind AS 101, the first Ind AS Financial Statements must use recognition and measurement principles that are based on standards and interpretations that are effective at March 31, 2021, the date of firsttime preparation of Financial Statements according to Ind AS. These accounting principles and measurement principles must be applied retrospectively to the date of transition to Ind AS and for all periods presented within the first Ind AS Financial Statements.

Any resulting differences between carrying amounts of assets and liabilities according to Ind AS 101 as of April 01, 2019 compared with those presented in the Indian GAAP Balance Sheet as of March 31, 2020, were recognized in equity under retained earnings within the Ind AS Balance Sheet.

48.1 Exemption and exceptions availed:

Ind AS optional exemptions

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the Group has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

InD AS mandatory exceptions:

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at April 1, 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP.

48.2 Reconciliation between statement of equity as previously reported (referred to as “Previous GAAP) and Ind AS

Reconciliation between statement of equity as previously reported (referred to as “Previous GAAP) and Ind AS	Reconciliation between statement of equity as previously reported (referred to as “Previous GAAP) and Ind AS	Reconciliation between statement of equity as previously reported (referred to as “Previous GAAP) and Ind AS
(`in lakhs)
Particulars	As at March 31, 2020	As at April 1, 2019
Equityunder Previous Indian GAAP	5,355.58	5,007.12
Adjustments:
Relatingto Ind AS 116 "Leases"	(26.15)	-
Recognition of deferred taxes in accordance with Ind AS	(2.42)	(12.92)
Equity under Ind AS	5,327.01	4,994.20

150 Ice Make Refrigeration Limited

Corporate Overview Statutory Reports Financial Statements

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

48.3 Reconciliation between statement of Profit and Loss as previously reported (referred to as “Previous GAAP) and

Ind AS

|(in lakhs)|(in lakhs)|
|---|---|
|Particulars
|Year Ended
March 31, 2020|
|Net Proft asper Indian GAAP|569.69|
|Add/Less : Adjustments
||
|Remeasurement of defned beneft obligations|(40.76)|
|Impact of Ind AS 116 "Leases"|(26.15)|
|Impact of recognisingcost of employee stock option scheme at fair value|(18.38)|
|Tax Impact on Ind AS adjustments
|10.49|
|Net Proft before other Comprehensive Income(OCI) asper Ind AS|484.40|
|other comprehensive Income :
||
|Remeasurement of defned beneft obligations(net of taxes)|30.49|
|Total comprehensive Income(net of tax) asper Ind AS|514.89|

48.4 Explanatory notes to the transaction from previous GAAP to Ind AS

a) Leases

The Group has adopted Ind AS 116 on “Leases” by applying it to all contracts of leases existing on April 1, 2019 by using modified retrospective approach. The Group has recognized and measured the Right-of-Use (ROU) asset and the lease liability over the remaining lease period and payments discounted using the incremental borrowing rate as at the date of initial application.

b) Remeasurement gain/loss on defined benefit plan

Under Ind AS, remeasurement i.e. actuarial gain/loss and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognized in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurement were forming part of the profit or loss for the year.

c) Share based payments

Under Ind AS, the cost of equity-settled share based payment plan is recognized based on the fair value of the options as at the grant date. Consequently, the profit for the year ended March 31, 2020 decreased by ` 18.38 lakhs. There is no impact on total equity.

d) Recognition of certain Government grant as deferred income

The Government grant related to fixed assets were netted off with the cost of respective Property, Plant and Equipment under previous GAAP. Under Ind AS, Property, Plant and Equipment has been recognized at gross cost and Government grant has been recognized as deferred income.

e) Recognition of deferred taxes

The impact of transition adjustments together with Ind AS mandate of using balance sheet approach (against profit and loss approach under previous GAAP) for computation of deferred tax has resulted in adjustment to Reserves, with consequential impact in the subsequent periods to the State of Profit or Loss or Other Comprehensive Income, as the case may be.

noTE 49 The accumulated losses of the M/s Bharat Refrigerations Private Limited (Subsidiary) as of March 31, 2021 have exceeded its paid-up capital and reserves. However, considering the strength of the Company said and future business outlook as assessed, the management is quite confident to improve the financial position of the said Company.It is participating in several business opportunities. Further,it has obtained a comfort letter from its Promoter indicating that the Promoter will take necessary actions to organize for any shortfall in liquidity during the period of 12 months from the balance sheet date. Based on the above, the Company is confident of its ability to meet the funds requirement and to continue its business as a going concern and accordingly, the financial statements have been prepared on that basis.

Annual Report 2020-21 151

consolidated note to Financial Statements For the year ended March 31, 2021 (contd.)

noTE 50 Additional information as required under Schedule III to the Companies Act, 2013 of Enterprise consolidated as subsidiary

noTE 50 Additional informa subsidiary	tion as required under Schedule III to the Companies Act, 2013 of Enterprise consolidated as	tion as required under Schedule III to the Companies Act, 2013 of Enterprise consolidated as	tion as required under Schedule III to the Companies Act, 2013 of Enterprise consolidated as	tion as required under Schedule III to the Companies Act, 2013 of Enterprise consolidated as	tion as required under Schedule III to the Companies Act, 2013 of Enterprise consolidated as	tion as required under Schedule III to the Companies Act, 2013 of Enterprise consolidated as	tion as required under Schedule III to the Companies Act, 2013 of Enterprise consolidated as	tion as required under Schedule III to the Companies Act, 2013 of Enterprise consolidated as
	(`in lakhs)
Particulars	net Assets		Share in Proft or Loss		Share in other comprehensive Income		Share in Total comprehensive Income
	%	`in lakhs\|%\|`in lakhs	%	`in lakhs\|%\|`in lakhs
Parent
Ice Make Refrigeration Limited	85.49%	4,814.22	124.37%	449.32	45.52%	(0.60)	124.66%	448.72
Subsidiary
Bharat Refrigerations Private Limited	14.51%	817.42	-24.37%	(88.03)	54.48%	(0.72)	-24.66%	(88.75)
Total	100.00%	5,631.64	100.00%	361.29	100.00%	(1.32)	100.00%	359.96

noTE 51 Previous year’s figures have been regrouped/re-arranged/recasted, wherever necessary, so as to make them comparable with current year’s figures.

The accompanying significant accounting policies and notes form an integral part of the standalone financial statements.

As per our reports of even date annexed

For Umesh Shah & Associates For Ice Make Refrigeration Limited Chartered Accountants Firm Reg. No. 114563W Mr. chandrakant Patel Mr. Ankit Patel Chairman & Managing Director Chief Financial Officer DIN - 02441116 cA Umesh Shah Mr. Rajendra Patel Mr. Mandar Desai Partner Joint Managing Director Company Secretary M. No. 048415 DIN - 02441138 Mr. vipul Patel Place : Gandhinagar Joint Managing Director Date : June 29, 2021 DIN - 02473121

152 Ice Make Refrigeration Limited

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iCe maKe reFrigeration Limited

Plant and Corporate office

226, Dantali Industrial Estate, On Gota-Vadasar Road Near Ahmedabad City, At Dantali, Ta: Kalol Dist.: Gandhinagar – 382721, State : Gujarat, India CIN: L29220GJ2009PLC056482 Website: www.icemakeindia.com | Phone: +91-9879107881 (Ext:-220/221) Email:[email protected] | [email protected] | [email protected]

AI assistant

Ice Make Refrigeration Limited — Annual Report 2021

61561_rns_2021-08-27_ee8e7d78-fd2d-4ce8-9029-59e47ef0532d.pdf

distance

Investor Information

GOiNG ThE distance

KEy PERFORMANCE indicators (KPis) for 2020 21

₹ 11.68 Crores

PAT[#]

₹ 2.87

EBITDA: Earnings Before Interest, Tax, Depreciation, and Amortization #PAT: Profit After Tax

EPS: Earnings Per Share

Chairman and managing direCtor’s Message

~~“~~

Dear Shareholders,

Best Wishes,

Management Discussion and Analysis

GLobAL EconoMIc ovERvIEw

InDIAn EconoMIc ovERvIEw

InDUSTRY STRUcTURE AnD DEvELoPMEnTS

cold chain Industry and Refrigeration

Management Discussion and Analysis (contd.)

Temperature controlled warehousing

Temperature controlled Transportation

Performance Review

bUSInESS REvIEw

The Company’s business is broadly classified into five categories:

Management Discussion and Analysis (contd.)

cold Rooms and Storage Products

Highlights 2020-21

commercial Refrigeration Products

Highlights 2020-21

Industrial Refrigeration Products

Management Discussion and Analysis (contd.)

Highlights 2020-21

Ammonia Refrigeration

Transport Refrigeration Products

Highlights 2020-21

Highlights 2020-21

Financial Performance (consolidated)

Management Discussion and Analysis (contd.)

vERTIcAL wISE SALES in 2020-21 (%)

vERTIcAL wISE SALES in 2019-20 (%)

ZonE wISE SALES in 2019-20 (%)

Management Discussion and Analysis (contd.)

Key Financial Ratio

Quality control

Human Resources

Risk Management

Internal control Systems

Management Discussion and Analysis (contd.)

cautionary Statement

CORPORATE INFORMATION

BOARD OF DIRECTORS

CHANDRAKANT P. PATEL

COMPANY LAW CONSULTANTS

KASHYAP R. MEHTA & ASSOCIATES

RAJENDRA P. PATEL

VIPUL I. PATEL

REGISTERED OFFICE

PLANT & CORPORATE OFFICE

DARSHA R. KIKANI

HASMUKH B. PATEL

HARSHADRAI P. PANDYA

KRISHNAKANT L. PATEL

CORPORATE IDENTIFICATION NUMBER

CONTACT DETAILS

REGISTRAR & SHARE TRANSFER AGENT

LINK INTIME INDIA PRIVATE LIMITED

CHIEF FINANCIAL OFFICER

COMPANY SECRETARY & COMPLIANCE OFFICER

STATUTORY AUDITORS

UMESH SHAH & ASSOCIATES

SECRETARIAL AUDITORS

BANKERS

K. JATIN & CO.,

notice

oRDInARY bUSInESSES:

1. Adoption of Financial Statements

2. Declaration of Dividend

Ice Make Refrigeration Limited Annual Report 2021

“