Indo-Asian Food & Commodities Ltd.
|BSE: 531674||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE559F01016|
|BSE 00:00 | 27 Feb||Indo-Asian Food & Commodities Ltd|
|NSE 05:30 | 01 Jan||Indo-Asian Food & Commodities Ltd|
Indo-Asian Food & Commodities Ltd. (INDOASIANFOOD) - Director Report
Company director report
Your Directors have pleasure in presenting their 22nd Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.
1. Financial summary or highlights/Performance of the Company (Standalone)
The Board's Report shall be prepared based on the stand alone financial statements ofthe company.
The financial Performance of the Company for the year is as under:
(Rs In Lakhs)
The relevant Notes on Accounts of the Company referred to in the Auditors' Report areSelf-explanatory. The New Management is in the Process of identifying new businessventures in which it can involve. Keeping in view accumulated losses and recent takeoverthe Directors are unable to recommend payment of any dividend for the year under review.
The company has not declared any Dividend during the Financial Year.
Since the company has not declared the dividend during the financial year transfer ofamount from profits to reserves does not arise.
4. Directors and Key Managerial Personnel
To appoint a director in place of Shri K Ram Babu who retires by rotation and beingeligible offers himself for re-appointment.
5. Extract Of Annual Return
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2016 an extract of annual return in MGT9 as a part of this Annual Report as Annexure I.
6. Particulars of contracts or arrangements with related parties
The Company has not entered into any contract or arrangements entered into with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions.
7. Particulars of Employees
During the period under review no employee of the Company is employed throughout thefinancial year and in receipt of remuneration of Rs.60 lakh or more or employed for partof the year and in receipt of Rs. 5 lakh or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
8. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no Subsidiary Companies.
9. Declaration by an Independent Director(s) and re- appointment if any
A declaration by an Independent Director(s) that he/they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013. Anindependent director shall hold office for a term up to five consecutive years on theBoard of a Company but shall be eligible for reappointment for next five years on passingof a special resolution by the Company and disclosure of such appointment in the Board'sreport.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Four Board Meetings and Four Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
11. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and the Listing Agreement theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
12. Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
The Auditors M/s. LNP & Co Chartered Accountants Hyderabad retire at the ensuingAnnual General Meeting and being eligible; offer themselves for reappointment for a periodof 3 Years from the conclusion of this Annual General Meeting [AGM] until the conclusionof second Annual General Meeting to be held after this meeting.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
14. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. VCSR &Associates Company Secretaries have been appointed Secretarial Auditors of the Company.The report of the Secretarial Auditors is enclosed as Annexure II to this report.The report is self-explanatory and do not call for any further comments.
15. Deposits :
The Company has not accepted any Fixed Deposits covered under Chapter V of the Act.
16. Internal Audit & Controls :
During the year the Company continued to implement his suggestions and recommendationsto improve the control environment. His scope of work includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas. InternalAuditor findings are discussed with the process owners and suitable corrective actionstaken as per the directions of Audit Committee on an ongoing basis to improve efficiencyin operations.
17. Vigil Mechanism :
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.indo-asian.com under investors/policydocuments/Vigil Mechanism Policy link.
The Securities of your Company are listed with the Bombay Stock Exchange Limited andpursuant to the Listing Agreement the Annual Listing fees for the year 2016-17 is yet tobe paid. The Company is also required to pay the annual custodian fees to NSDL & CDSLfor the Securities of the Company held in dematerialized mode with them for the year2016-17.
19. Risk management policy
A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.
20. Particulars of loans guarantees or investments under section 186
Details of Loans: NIL
Details of Investments: NIL
Details of Guarantee / Security Provided: NIL
21. Corporate Governance Certificate
The Compliance certificate from the auditors or practicing company secretariesregarding compliance of conditions of corporate governance as stipulated in the Listingagreement shall be annexed with the report.
22. Management Discussion And Analysis Report
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2017.
23. Obligation of company under the Sexual Harassment Of Women At Workplace(Prevention Prohibition And Redressal) Act 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
24. Conservation of energy technology absorption and foreign exchange earnings andoutgo --NA
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
a) Conservation of energy: Not Applicable
(b) Technology absorption: Not Applicable
(c) Foreign exchange earnings and Outgo: Not Applicable
25. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.
For and on behalf of the Board of Directors