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Inditalia Refcon Ltd.

BSE: 517526 Sector: Industrials
NSE: N.A. ISIN Code: INE149C01013
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Inditalia Refcon Ltd. (INDITALIAREFCON) - Director Report

Company director report

DIRECTORS’ REPORT

TO :- THE MEMBERS INDITALIA REFCON LTD.

Your Directors present their 30th Annual Report and the Audited Accounts for the yearended on 31st March 2016

1. SUMMARY OF FINANCIAL PERFORMANCE DURING YEAR UNDER REPORT :

The financial results for the year ended 31st March 2016 and the corresponding figuresfor the last year are as under :-

Particulars 2015- 2016 2014-15
Rs. in lacs Rs. in lacs
Gross Income 0.02 1.63
Expenses 6.09 14.89
Loss before Interest Depreciation & Tax
Less: Finance Cost 0.55 6.77
Less: Depreciation & Amortization Expense
Less : Proposed Dividend & Tax thereon 0.00 0.00
Balance Profit/ (Loss) carried to Balance Sheet (6.62) (20.03)

The accounts cover the period of 6 months from 1st Oct 2015 to 31st March 2016.The Company had no manufacturing or trading activities during the period and has incurrednet loss of Rs.661975/- (Rupees Six lacs Sixty one thousand nine hundred and seventyfive only) during the period on account of administrative expenses

2. AMOUNT SET ASIDE FOR TRANSFER TO GENERAL RESERVES & EPS ETC.:

Due to overall losses for the year no amount is available for transfer to the GeneralReserve. Since the Company has incurred losses during the year no comments has beenoffered as to Earning Per share.

3. DIVIDENDS:

Since the Company has incurred overall losses your Board is unable to recommend anydividend for the year under review.

4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIRS :

The Company had no manufacturing or trading activities during the period and hasincurred net loss of Rs. 6.62 lacs (as against a loss of Rs.20.03 lacs in theprevious year) on account of administrative and other expenses.

5. CHANGE IN THE NATURE OF BUSINES :

The Company proposes to take up new business activity of leasing of RefrigeratedContainers and manufacture sale and distribution of Biotech and Pharma products. Thelatter being new activity Company is required to alter its object clause suitably. Thecompany has finalized Agency Agreement with four (4) Companies in United States and Europei.e. Peninsula Laboratories International Inc. website www.penlabs.com and BiomericaInc. website : www.Biomerica.com Biognost Ltd Croatia website www.biognost.com andAntibody Production Services Ltd. UK website www.antibiodyproduction.co.uk to sell theirproducts such as Diagnostic Test Kits Antibodies Medical Reagents in India. The companyis also in final stage of negotiations with few more US/European companies to sell theirAntibodies and pharma products.

Under the provisions of Companies Act 2013 any alteration in object clause requiresspecial resolution to be passed through postal ballot. Accordingly the Company is in theprocess of sending out notices for postal ballot to all its members and the board requestsall members to give their positive consent.

6. CHANGE IN FINANCIAL YEAR :

Section 2(41) of the Companies Act 2013 has mandated "financial year" to bethe period 1st April to March 31 of next year for all companies and bodies corporate andexisting companies are required to align their financial year within two years from thedate of notification of the section that is by March 31 2016. Accordingly the Companyhas closed its current Financial year 15-16 on 31st March 2016. Hereafter the Financialyear of the Company shall be from 1st April to 31st March.

7. EXTRACT OF ANNUAL RETURN :

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of annual return in MGT 9 asa part of this Annual Report.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board of the Company continues to be led by Ms. Sujata Mital with her strongmarketing skills and is well supported by the Chief Financial Officer and other Boardmembers. Ms. Saachi Madnani (M. No. A29822) is Company’s Company Secretary andCompliance Officer w.e.f. 01.04.2015.

9. DIRECTORS & KMP WHO WERE APPOINTED OR RESIGNED DURING THE YEAR UNDERREPORT :

No appointments/additions/resignations to/from the Board of Directors took place duringthe year.

10. APPOINTMENT OF DIRECTORS IN PLACE OF THOSE RETIRING :

Mr. Navin Sheth Director of the Company retires at this Annual General Meeting andbeing eligible has offered himself for re-election. As he is also appointed as CFO of theCompany w.e.f. 16.04.2016 and has attained the age of 70 years the resolution for hisreappointment needs to be passed as a Special Resolution. Accordingly a SpecialResolution along with the Explanatory statement under Sec.102(1) and additionalinformation in terms of LODR and SS-2 is furnished as part of the Notice of the AGM.

11. STRENGTHENING THE BOARD:

The Board has appointed Dr. Silvano D. Sapeco as Additional Director w.e.f 15.07.2016.He has rich experience in the field of Forensic Medicine and his skills are consideredparticularly valuable to the Board in view of new technology businesses the Company ispursuing. A resolution is accordingly moved for the approval of members for hisappointment. All the required details are set out in the explanatory statement u/s 102(1)of the Act as required.

12. AUDITORS:

The Statutory Auditors M/s. V. S. Patangia & Co Chartered Accountants shall ceaseto hold office at the conclusion of this Annual General Meeting and being eligible haveoffered to continue their services for the next year. The Board recommends theirappointment from the conclusion of this Annual General Meeting to the conclusion of nextAnnual General Meeting to audit the books of the Company for the financial year from01.10.2016 to 31.03.2017 and also requests you to authorize the Board to fix theirremuneration.

The Company has received their confirmation and Certificate that the appointment ifmade would be within the prescribed limits under Section 141(3)(g) of the Companies Act2013 and that they comply with the provisions of Rule 4 of the Co.’s (Audit &Auditors) Rules 2014 and further that they are not disqualified from appointment.

13. MATERIAL CHANGES & EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS :

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.

14. REVOCATION OF SUSPENSION OF TRADING BY BOMBAY STOCK EXCHANGE:

The Company is in the last stage of obtaining the Revocation of Suspension from tradingon Bombay stock exchange and your Directors are hopeful of receiving the Order ofRevocation of Suspension from the Exchange shortly. On Revocation the Members will be ableto trade and deal with their securities on Bombay Stock Exchange. The Company has nowsubmitted its application to NSDL for re-activating the Demat account which is expectedwithin a short while. The company is also in the process of identifying a Registrar andShare Transfer Agency who will take over the maintenance of the Member’s Register andrelated work.

15. MEETINGS OF THE BOARD :

The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The notice of Board meeting and agenda arecirculated at least a week prior to the date of the meeting and includes detailed notes onthe items to be discussed at the meeting to enable the Directors to take informeddecisions. The Board met on five (5) occasions during the financial year on the21.10.2015 14.11.2015 11.01.2016 29.01.2016 and 13.02.2016.

16. MEETINGS OF VARIOUS COMMITTEES OF THE BOARD :

During the year in accordance with the requirements of the Companies Act 2013 theBoard has following three Committees :

The Audit Committee

The Nomination and Remuneration Committee and

The Stakeholders’ Relationship Committee.

Brief details of all the Committees along with their charters composition andfunctioning are provided in the "Report on Corporate Governance" a part of thisAnnual Report.

The Committees held following meetings during the year:

Name of the Committee Date of the Meeting:
Audit Committee 14th November 2015 11th January 2016
Nomination and Remuneration Committee 14th November 2015
Stakeholders’ Relationship Committee 14th November 2015

17. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(C) OF THE CO.’SACT 2013.

The Directors state that -

i. In the preparation of Annual Accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any

ii. Appropriate accounting policies have been selected and applied consistently and thejudgment and estimates made by them are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of financial year and of theProfit or Loss of the Company for the year

iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities

iv. The annual accounts have been prepared on a going concern basis

v. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively

vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

18. BOARD INDEPENDENCE AND DECLARATION BY INDEPENDENT DIRECTORS :

Based on the confirmation / disclosures recieved from the Directors and on evaluationof the relationships disclosed the following Non-Executive Directors are accepted asIndependent in terms of Section 149(6) of the Companies Act 2013:-

1. Mr. Dattatreya Shankar Amonker DIN No 07132214
2. Mr. Abhay Ganpat Dadarkar DIN No 06957764

The Independent Directors of the Company have made the prescribed "Declaration ofIndependence" as required under Section 149(6) and (7) of the Companies Act 2013 atthe first Board meeting held during the year on 21st October 2015.

19. SECRETARIAL AUDIT REPORT :

The Secretarial Audit Report provided by CS J. K. Dangre & Co. Practising CompanySecretaries (PCS) is appended as required under the Provisions of Sec.204(1) of theCompanies Act 2013.

20. COMMENTS/CLARIFICATIONS ON AUDITORS’ REMARKS IN THE AUDIT REPORT/SECRETARIALAUDIT REPORT :

i. There are no qualifications reservations or adverse remarks or disclaimers made byM/s. V.S. Patangia & Co Statutory Auditors in their report made under Sec.143(3) ofthe Companies Act 2013.The Auditors have not reported any incident of fraud to the AuditCommittee of the Company in the year under review.

ii. The Comments/clarifications by the Board to the observations made by theSecretarial Auditor in his report are given in Annexure I.

21. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT REMUNERATION ANDEVALUATION CRITERIA :

The Co.’s has formulated a Policy for Director’s appointment Remunerationand criteria for determining qualifications positive attributes independence of aDirector and other matters provided under Section 178(3) of the Companies Act 2013. TheNomination and Remuneration committee is entrusted with the task of identifying selectionand recommending to the Board as regards tenure terms remuneration etc. The detailedpolicy is given in Annexure II(C)(4) to the Report.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

The Company had not extended any loans made any investments or given guarantees orprovided any security for loans extended to third parties covered by the provisions ofsub-section (2) of Section 186 of the Companies Act 2013.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The details of contracts or arrangements with related parties referred to in Section188(1) entered into by the Company during the period under report are furnished in FormAOC – 2 forming part of the Report.

24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

There are no dividends lying unpaid or unclaimed for a period of seven years which arerequired to be transferred to Investor Education and Protection Fund (IEPF).

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING ANDOUTGO :

a. Conservation of energy : The Co.’s business is not energy intensive.
b. Technology absorption : The Co.’s business is not technology intensive.
c. Foreign exchange earnings and outgo : NIL
The Company had no transactions involving foreign currency during the year.

26. RISK MANAGEMENT POLICY :

The company had no business activity during the past financial year under report.

The main business activities of the company in the new year are (1) Distribution ofBiotechnology Products such as Diagnostic Tests Antigens antibodies Reagents PeptidesEnzymes Toxins Resins Unusual Amino acids etc. relating to medical and pharma industryand Leasing of Refrigerated Containers. The Company has developed and implemented a riskmanagement policy which identifies assess monitor and mitigate major risks which maythreaten the existence of the Company. The same has also been adopted and discussed by theAudit Committee and Board of Directors of the Company and is also subject to its reviewfrom time to time. Risk mitigation process and measures have been also formulated andclearly spelt out in the said policy.

The Company’s internal control systems are commensurate with the nature of itsproposed businesses and the size and complexity of its operations. These are routinelytested and certified by Statutory as well as Internal Auditors. Significant auditobservations and follow up actions thereon are reported to the Audit Committee.

27. COMPANY’S POLICY ON ITS CORPORATE SOCIAL RESPONSIBILITY :

The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility are not applicable to the company.

28. FORMAL ANNUAL EVALUATION POLICY FOR BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

ii) Quality of contribution to Board deliberations

iii) Strategic perspectives or inputs regarding future growth of Company and itsperformance

iv) Providing perspectives and feedback going beyond information provided by themanagement

v) Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequent assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.

29. CHANGES IN SHARES CAPITAL ETC.:

There were no changes in the Authorised or Issued capital of the Company neither hasthe Company bought back any of its securities or issued any Sweat Equity Shares Bonusshares or provided any Stock Option Scheme to the employees during the year.

30. DEPOSITS :

The Company has neither accepted nor renewed any deposits during the year under review.

31. VIGIL MECHANISM :

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. The Company has also provided adequate safeguards againstvictimization of employees and Directors who express their concerns. The Company has alsoprovided direct access to the chairman of the Audit Committee on reporting issuesconcerning the interests of co employees and the Company.

32. DISCLOSURE UNDER REGULATION 34(3):

The disclosures required to be made under regulation 34(3) of LODR 2015[ Schedule V]forms part of this report as Annexure II.

33. PARTICULARS OF ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS SWEAT EQUITY OR UNDEREMPLOYEE STOCK OPTION SCHEME ETC. :

The Company has not made any issue of equity share with differential rights or a sweatequity including under the Employee stock Option Scheme.

34. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY JOINT VENTURE AND ASSOCIATECOMPANIES AND THEIR PERFORMANCE :

The Company has no Subsidiaries Joint Ventures or Associates companies neither has anycompany ceased to be so during the year.

35. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT :

The Management’s Discussion and Analysis Report for the year under reviewstipulated under LODR 2015 forms para B of Annexure II to the report.

36. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year NO orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company’s operations.

37. DETAILS OF DIRECTORS AND EMPLOYEES SALARIES UNDER SEC.197(12) OF THE ACT :

The details prescribed under Sec.197(12) and Rule 5(1) of the Co.’s (Appt. andRemuneration of Managerial Personnel) Rules are given in "Annexure III.

38. CEO & CFO CERTIFICATION :

Ms. Sujata Mital Managing Director has provided the Certificate pursuant to provisionsof Regulation 17(8) of the Listing Obligations Disclosure Requirements 2015 to the Boardwhich met on 30th May 2016 for considering the financial statements of the Co. relatingto financial year ended 31st March 2016 and is appended to Annexure IV.

39. DISCLOSURE UNDER SEC. 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 :

The company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The Company did notreceive any complaint of Sexual Harassment during the year.

40. ACKNOWLEDGEMENTS:

The Board of Directors thanks the Investors for their patience and faith shown by themduring the past few years of extreme hardship for the Company. With entry into high growthareas the Board is confident that the company will come out of its present problems innear future.

For and on behalf of the Board
SD/-
Place : Mumbai Chairperson
Date : 6TH September 2016 DIN 01826116