INDO AMINES LIMITED.
Your Directors have great pleasure in presenting 23rd ANNUAL REPORT along with theAudited Balance Sheet and Profit and Loss Account for the year ended 31st March 2016.
1. FINANCIAL RESULTS:
| || |
| || |
(Rs. in Lacs)
(Rs. in Lacs)
|Particulars || |
| ||2016 ||2015 ||2016 ||2015 |
|Revenue from Operations (Net) ||24405.72 ||21720.08 ||25337.59 ||23524.64 |
|EBITDA ||2960.61 ||2239.85 ||3090.70 ||2369.81 |
|Less: Finance Cost ||384.93 ||520.75 ||409.76 ||541.79 |
|Less: Depreciation ||1184.17 ||1008.38 ||1210.80 ||1022.85 |
|Profit Before Tax ||1391.51 ||710.72 ||1470.13 ||805.17 |
|Less : Tax Expense ||532.63 ||248.73 ||558.64 ||280.12 |
|Profit After Tax ||858.88 ||461.99 ||909.51 ||525.05 |
|Opening balance in Statement of Profit and Loss ||867.93 ||631.98 ||945.60 ||647.12 |
|Amount Available For Appropriation ||1726.81 ||1093.97 ||1858.32 ||1172.17 |
|That the Directors recommends for appropriation as under: || || || || |
|Dividend - Interim ||164.58 ||- ||164.58 ||- |
|Final ||164.58 ||164.58 ||164.58 ||164.58 |
|Tax on Dividend ||67.01 ||33.51 ||67.01 ||33.51 |
|Transfer to General Reserve ||- ||- ||- ||- |
|Closing Balance in statement of profit & Loss ||1330.63 ||867.93 ||1458.93 ||945.64 |
2. FINANCIAL OPERATIONS &STATE OF AFFAIRS OF THE COMPANY:
During the year the net income from operation on standalone basis increased by 12.36%i.e. V 2685.64 lacs as compared to previous year. The net income from operation increasedby V 21720.08 lacs to V 24405.72 lacs and posted rise in Profit before Tax by V 680.79lacs.
3. TRANSFER TO RESERVES:
During the financial year 2015-16 the Company has not transferred amount to anyreserve.
Your Directors are pleased to recommend a final Dividend of 5% i.e. V 0.50 per equityshare of V 10/- each The dividend if approved by the shareholders at the forthcomingAnnual General Meeting would absorb V 164.58 lacs out of the profits of the year. Dividenddistribution tax payable by the company amounting to V 33.51 lacs has been appropriatedout of profits.
During the financial year 2015-2016 the Company also declared and paid InterimDividend of 5% i.e. V 0.50/- per equity share absorbing V 164.58 lacs out of the profitsand dividend distribution tax payable by the company amounting to V 33.51 lacs.
Including interim dividend total dividend for the financial year 2015-16 is 10% i.e. V1/- per equity share of V 10/- each
The Company has not accepted any deposits under Chapter V of the Companies Act 2013.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Ajay Marathe was appointed as the Chief FinancialOfficer in place of Mr. Rahul Palkar with effect from 29th April 2015. Mr. VishwasMehendale Independent Director of the company resigned with effect from 16th May 2015and Mr. N G Mane Executive Director of the Company resigned with effect from 28th May2015.
The remuneration of Mr. Vijay Palkar has been increased with effect from 1stSeptember 2015.
Mr. Sagar Parab has resigned as Company Secretary of the Company w.e.f 15th February2016 and Ms. Tripti Sharma has been appointed as the Company Secretary of the Companyw.e.f 15th February 2016.
In accordance with the provisions of Section 152(6) and Articles of Associations of theCompany Mr. C L Kadam Executive Director of the Company will retire by rotation andbeing eligible offers himself for re-appointment.
7. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureII and is attached to this Report.
8. NUMBER OF BOARD MEETINGS:
During the financial year the Board had met five times on Tuesday 28th April 2015Thursday 28th May 2015 Friday 24th July 2015 Saturday 7th November 2015 andSaturday 13th January 2016.
9. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force) the Board of Directors ofyour Company confirm that:
i) That in the preparation of the annual accounts the applicable accounting standardsand Schedule III of the Companies Act 2013 (including any statutory modification(s) orre-enactment(s) for the time being in force) have been followed along with properexplanation relating to material departures
ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit or Loss of the Company for that period.
iii) That the Directors have taken proper and sufficient care for the maintenances ofadequate accounting records in accordance with the provision of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual accounts on a going concern basis.
v) That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operating.
10. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
11. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & BOARDS PERFORMANCE:
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the NonIndependent Directors were carried out by the IndependentDirectors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
12. COMMENTS ON AUDITOR'S REPORT:
There are no qualifications reservations or adverse remarks or disclaimers made byKulkarni & Khanolkar Statutory Auditors in their report. The Statutory Auditors havenot reported any incident of fraud to the Audit Committee of the Company in the year underreview.
M/s Kulkarni & Khanolkar Chartered Accountants Mumbai (Firm Registration No105407W) were appointed as Statutory Auditors at the Annual General Meeting held on 23rdAugust 2014 for the period of three (3) years. i.e. for the Annual General Meeting to beheld in year 2017 subject to ratification at each Annual General Meeting. The Company hasreceived letter from them to the effect that their appointment if made would be withinthe prescribed limits under Section 141(3)(g) of the Companies Act 2013 and that they arenot disqualified from appointment.
14. INTERNAL FINANCIAL CONTROLS
Your company operates in ORION an ERP system for managing its financial and accountingrecords. The broad features relating to internal financial controls are described below:
Data in ERP system is entered through various modules. This all modules are integratedand shared common data base to avoid duplication & overlapping of information. Variousdata entry screens are designed in such a manner that there will not be any gaps ininformation feeding. One of the important features of ERP is data validation. Datavalidation means system will take care of itself through various in built checks &controls to get the correct data from the system operator. E.g when purchase invoice isbooked in GL module it will prompt user to link it with the PO booked in inventory thusend to end link of transaction is maintained.
Maker checker concept: Any data entry in ERP needs to be validated by thesupervisor. Data entry operator punch data in the system & it will get posted in thesystem after verification by the checker. User can able to edit or delete the entry beforeapproving. Once entry is approved system will not allow edition or deletion in the record.
The company has well defined policy for approving all financial decisions includingacquisition of shares investment in new projects routine expenses etc. Various levels ofauthorities are defined in the organisation chart to approve it on the basis of predefinedrules. However this rules are internal guidelines & will not override any of thestatutory provisions.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
a. There are no Loans given by your Company in accordance with Section 186 of theCompanies Act 2013.
b. Your Company has made an Investment in accordance with Section 186 of the CompaniesAct 2013. The details of Investment made are given in Note. 10 of Standalone FinancialStatement forming part of this report.
c. There are no guarantees issued by your Company in accordance with section 186 of theCompanies Act 2013
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Since all the related party transactions entered into by the Company were in ordinarycourse of business and were on arm's length basis and hence AOC-2 is not applicable to theCompany.
17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of theCompany during the financial year of the Company to which the financial statements relateand the date of the report.
18. CONSERVATION OF ENERGY TECHNOLOGY & FOREIGN EXCHANGE:
Information on conservation of energy technology absorption foreign exchange earningsand out go is required to be given pursuant to provision of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is annexed hereto markedAnnexure IV and forms part of this report.
19. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed and also discussed at the meetings of the Audit Committee andthe Board of Directors of the Company.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. Significant audit observations and followup actions thereon are reported to the Audit Committee.
20. CORPORATE SOCIAL RESPONSIBILITY:
The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013.
CSR Policy of the Company and the details about the development of CSR Policy andinitiatives taken by the Company on Corporate Social Responsibility during the year as perannexure attached to the Companies (Corporate Social Responsibility Policy) Rules 2014have been appended as Annexure V to this Report.
21. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport annexed to this Report. It is available on the Company's website:www.indoaminesltd.com
22. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 is annexed to this report. (Annexure VII)
23. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANIES:
As on 31st March 2016 the Company had the following subsidiaries & AssociateCompanies.
|1. Indo Amines (Malaysia) Sdn & Bhd ||Subsidiary |
|2. Key Organics Private Ltd ||Subsidiary |
|3. Indo Amines Americas LLC ||Subsidiary |
|4. Indo Amines (Europe) Ltd ||Associate |
In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda consolidated financial statement of the Company and all its subsidiary & associatecompanies which is forming part of the Annual Report. However the accounts of AssociateCompany i.e. Indo Amines (Europe) Ltd. are not material; hence the accounts are notconsidered in the consolidation.
In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and consolidated financialstatements has been placed on the website of the Company www.indoaminesltd.com. Furtheras per fourth proviso of the said section audited annual accounts of each of thesubsidiary companies have also been placed on the website of the Company. However one ofthe Subsidiary Company's i.e. Indo Amines Americas LLC accounts is not audited because asper US Law it is not mandatory to audit the accounts. Hence the accounts of the saidSubsidiary are unaudited for Consolidation. The Policy for determining material subsidiaryis uploaded
on the website of the Company and can be access on the company's websitewww.indoaminesltd.com. The details of the subsidiaries/associate Companies are given in AnnexureIII.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
During the year under review there were no material and significant orders passed bythe regulators or courts or tribunals impacting the going concern status and the Company'soperations in future.
25. SECRETARIAL AUDITOR & REPORT:
The Board of Directors of the Company has appointed M/s. HS Associates PracticingCompany Secretary; to conduct the Secretarial Audit and their Report on Company'sSecretarial Audit is appended to this Report as Annexure I.
Observations and comment in Secretarial audit is self-explanatory hence no furtherexplanation by the Board of directors is given in this report.
26. CORPORATE GOVERNANCE:
The Board had implemented Corporate Governance Code in pursuance of Regulation 34 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 during the year.The report on Corporate Governance is annexed hereto forming part of this report. Therequisite certificate from M/s. HS Associates Company Secretaries on implementation ofrequirements of the Corporate Governance is also annexed herewith forming part of thisreport. (Annexure VI)
27. COST AUDITORS:
M/s. Gangan & Company Cost Accountant are appointed as Cost Accountants incompliance of Section 148(1) read with Section 139 of the Companies Act 2013 to auditCost records maintained by the Company for the financial year ended March 312016. Theresolution for ratification of remuneration paid to them is put forward for your approvalin compliance of Section 148 read with Companies (Audit and Auditors) Rules 2014.
28. INTERNAL AUDITORS:
As per section 138 of the Companies Act 2013 the Company has appointed M/s. V.V.Rane Chartered Accountants as internal auditors for the year to 2016-2017 to conduct theinternal audit and to ensure adequacy of the Internal controls adherence to Company'spolicies and ensure statutory and other compliances through periodical checks andinternal audit.
29. CREDIT RATING:
During the year Credit Analysis and Research Ltd. (CARE) have accorded a rating of"CARE BBB" [Triple B] to your Company.
During the year the Company won a prestigious Award under the category of"Trishul" instituted by Basic Chemicals Pharmaceuticals and Cosmetics ExportPromotion Council under the category Panel: II : Basic Inorganic & Organic Chemicalsincluding Agro chemicals - (SSM) for the outstanding export performance for the year2014-15.
31. PARTICULARS OF EMPLOYEES:
During the financial year there were no employees drawing salary exceeding V 5 Lacs.The information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 relating to medianemployee's remuneration will be made available at the registered office of the Companyduring working hours for a period of twenty-one (21) days before the date of the meetingi.e from 13th July 2016 to 6th August 2016 i.e the date of ensuing Annual GeneralMeeting.
32. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaintsredressal for the benefits of its employees. There were no complaints filed against any ofthe employees of the Company under this Act.
a. Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and
b. Your Company does not have any ESOP scheme for its employees/Directors.
Your Directors wish to place on record their appreciation of the support which theCompany has received from its promoters lenders business associates includingdistributors vendors and customers the press and the employees of the Company.
| ||On behalf of the Board of Directors |
| ||For Indo Amines Limited |
| ||Sd/- |
|Place: Dombivli ||Dr. Deepak Kanekar |
|Date: 08th June 2016. ||(Chairman) |