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Indo Biotech Foods Ltd.

BSE: 519222 Sector: Agri and agri inputs
NSE: INDBIOFOOD ISIN Code: INE183C01012
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Indo Biotech Foods Ltd. (INDBIOFOOD) - Director Report

Company director report

Your Directors hereby present the Twenty Fifth Annual Report on the business of theCompanytogether with the Audited Statement of Accounts for the financial year ended on31" March2016.

1.FINANCIAL HIGHLIGHTS:

CURRENT YEAR (01/04/2015 TO 31/03/2016) PREVIOUS YEAR (01/10/2014 TO 31/03/2015)
Rupees Rupees
Income 3445 4050
Gross Profit/(Loss) Before Depreciation (863933) (32.920)
Depreciation/ Impairment 5430653 3050
Gross Profit/ (Loss) After Depreciation (62.94586) (35970)
Provision for Taxation - -
Net profit / (Loss) After Tax (6294586) (35970)

2. CURRENT YEARS' & FUTURE REVIEW

The Company's operations were at a low level.The Company Is In the process of making ofrevival /diversification plan.

3. DIVIDEND:

No Dividend is recommended for the year 2015*2016 by the Board of the Directors.

4. ENVIRONMENT:

The Company is environment friendly as the Company's Products are organic and free fromToxic- residues and based on Natural substances and no pollution is caused to theenvironment.Production Center: There is no Pollution from the Factories of the Company andthe environment is kept clean.

Farm Sources: Since the company is encouraging pesticide-free farmingit is helping inkeeping the environment clean on the farms.

5. DIRECTOR:

Shri Dilip S Dahanukar is retiring by rotation and offers himself for re-appointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

Statement under sub-section (2AA) of section 217 of the Companies Act.1956:

In the preparation of the Annual Accounts:

i) The applicable accounting standards have been followed and wherever requiredproperexplanations relating to the material departures have been given.

ii) The directors have 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 the Company at the end of the financial year and of the profitor loss of the Company for the period.

iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

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

7. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act2013 and Clause 49 ofthe Listing Agreement.

8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the year 5 Board Meeting5 Audit Committee Meetings1 Nomination andRemuneration committee Meetingsand 1 Stakeholder Relationship Committee Meeting wereconvened and held.The details Of which are given In the Corporate Governance Report.Theintervening gap between the Meeting was within the period prescribed under the CompaniesAct2013.

9. PUBLIC DEPOSITS:

The Company does not have nor it has Invited any Public Deposits.

10. AUDIT COMMITTEE:

The composition of the Audit committee is provided in Corporate Governance Report andforms a part of this Annual Report- There have been no instances of non-acceptance of anyrecommendations of the Audit committee by the Board during the financial year underreview.

11. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Bombay Stock ExchangeLimitedCorporate Governance and Management Discussion and analysis Report annexed to thisreport for part of this annual Report.

12. NOMINATION AND REMUNERATION POLICY

The Nomination & Remuneration policy is not applicable to the Company since thereare no applicable employees In the Company and no Director gets any remuneration from thecompany.

13. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business.Further there are nomaterial related party transaction during the year under review the PramotersDirectors ofKey Managenal personnel.Henceno particulars are being provided in Form AOC-2.All relatedParty Transactions are placed before the Audit committee as also the Board of Directorsfor approval.

14. STAFF AND LABOUR:

There are no employees of the Company drawing Rs.25000/ or more per month at any timeduring the year.

15. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder section 92 of the Companies Act.2013 In included In this Report as "Annexure C*and forms and integral part of this Report.

16. AUDITORS:

a. Statutory Auditor

The Auditors are to be appointed from the date of YEAR 2015 Annual General Meeting tillthe conclusion of the next Annual General Meeting and their Remuneration Is to befixed.However appointment of the statutory auditor is to be ratified every Annual GeneralMeeting till conclusion of 2020 Annual General Meeting.The retiring Auditors M/s.BATLIBOI& PUROHITCHARTERED ACCOUNTANTSMumbai are eligible for re-appointmentb* SecretarialAudit

Pursuant to the provisions of Section 204 of the Companies Act2013 and the Companies(Appointment and Remuneration of Managerial personnel) rules 2014the Company hasappointed M/s.GMS & Co.Company Secretary In Practice to undertake the SecretarialAudit of the Company.The Secretarial Audit Report is included as 'Annexure B" andforms an integral part of this Report.

17.CONSERVATION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The energy consumed in the production process is Negligible and does not offer scopefor any significant conservation of energy.

TOTAL FOREIGN EXCHANGE EARNED AND USED: Rs.
Foreign Exchange Earned: NIL
Foreign Exchange Used: NIL

18. RESEARCH AND DEVELOPMENT:

No research has been conducted this year.

19. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the financial statements relate and the date of the report.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under reviewno orders have been passed by the Regulator or courts orTribunals against the Company.

21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Board members are provided with necessary documents/ broachersreports and internalpolicies to enable them to familiarize with the Company's procedures and practices.

22. The Company has put in place an adequate system of internal financial control withrespect to the financial statement and commensurate with its size and nature of businesswhich helps in ensuring the orderly and efficient conduct of business.No reportablematerial weakness in the operation was observed.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide vigilMechanism for employees including directors of the Company to report genuine concerns.Theprovisions of this policy are in line with the provisions of the Section 177 (9) of theAct and Clause 49 of the Listing Agreement.

24. BOARD EVALUATION

Pursuant to the provisions of the Companies Act2013 and Clause 49 of the listingAgreementthe Board of Directors has carried out an annual performance evaluation of Itsown performance and that of the Directors and Committees.

25. Change of Accounting Year:

The next financial year of the Company will be from April 12015 to 31st March 2016.

FOR AND ON BEHALF OF THE BOARD
Sd/-
Place: Mumbai DIUP S.DAHANUKAR
Date: 30/05/2016 (DIN No.: 00353297)
(Chairman)

ANNEXURE A

COMPANY'S POUCY ON DIRECTORS' APPOINTMENT AND REMUNERATION THE NOMINATION ANDREMUNERATION POLICY

I. PHILOSOPHY

The Company strongly believes that the system of Corporate Governance protects theInterest of all the stakeholders by inculcating transparent business operation andaccountability from management towards fulfilling the consistently high standard ofCorporate Governance In all facets of the Company's operations.

II. The Company has adhared to prudential norms In the Composition and appointment ofDirector and fix their remuneration.

III. The Company will seek advice and services of competent professionals as an whenrequired by the Company.

ANNEXURE B

Form No.MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016

[Pursuant to section 204(1) of the Companies Act.2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules2014]

The Members

INDO BIOTECH FOODS LIMITED ON NO: L15130MH1991PLC064216

Add: 3RD Floor.Industrial Assurance Building.

Churchgate.Mumbal-400020

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by INDO BIOTECH FOODS LIMITED(hereinafter called the company).Secretarial Audit was conducted In a manner that providedme a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.

Based on my verification of the INDO BIOTECH FOODS LIMITED bookspapersminutebooksforms and returns filed and other records maintained by the Company and also theinformation provided by the Companyits officersagents and authorized representativesduring the conduct of secretarial auditI hereby report that In my opinionthe Companyhas.during the audit period covering the financial year ended on 31" March 2016complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extentin the manner andsubject to the reporting made hereinafter

I have examined the bookspapersminute booksforms and returns filed and other recordsmaintained by INDO BIOTECH FOODS LIMITED for the financial year ended on 31 March 2016according to the provisions of:

(i) The Companies Act2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act19S6 ('SCRA') and the rules madethereunder;

(ill) The Depositories Act.1996 and the Regulations and B/e-laws framed thereunder;

(iv) Foreign Exchange Management Act1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment.Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act1992 ('SEBI Act*): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities)Regulations1998;

(vl) Other laws applicable to the Company as per the representation given by theCompany.

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered Into by the Company with Bombay Stock Exchange(s).

During the period under review the Company has complied with the provisions of theActRulesRegulationsGuidelinesStandardsetc.mentioned above subject to the followingobservations:

It is observed that os per Section 203 of Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules2014necessitated that everylisted companyhas to mandatorily have a Company Secretary In whole time employment butcompany has not complied till date but Company is in process of appointing a CompanySecretary

It is observed that as per section 149 (1) of the companies oct.2013 & as perclause 49 of listing agreementnecessitated that every listed company shall appoint atleast one woman director within 1 year from the commencement of companies act.2013 andcompany has appointed Mrs.PADMAJA MANGESH BHANDE as a women director w.e.f.17/04/2015.

It is observed that company is suspended from Bombay stock exchange from 05thFebruary2001 Due To Penal Reasons.

It is observed from data given on ministry of corporate affairs website thatProsecution file by ROC on company under Sectionl68.372(8).295(4).629A212(9)212(10)209(5)374205 A(8)383A(1A)162(1) and against that cose company is inprocess to file compounding for the same.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive DirectorsNon-Executive Directors and Independent Directors.The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetingsagenda anddetailed notes on agenda were sent at least seven days in advanceand a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

For GMS & Co.

Sd/-

[GAURANG SHAH]

PRACTICING COMPANY SECRETARY

ACS: 32581 COP: 11953

Place: Mumbai

Date: 30/05/2016

Note: This report is to be read with our letter of even date that is annexed asAnnexure I and forms an integral part of this report.

Annexure A of Secretarial Audit Report:

The Members

INDO BIOTECH FOODS LIMITED

CIN NO: L15130MH1991PLC064216

Add: 3RD Floor.Industrial Assurance Building

Churchgate.Mumbai-400020

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

1. Maintenance of secretarial records is the responsibility of management of theCompany.Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records.Theverification was done on test basis to ensure that correct facts are reflected insecretarial records.We believe that the processes and practiceswe followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.

4. Wherever requiredwe have obtained the Management Representation about thecompliance of lawsrules and regulations and happening of eventsetc.

5. The compliance of the provisions of corporate and other applicable lawsrules andregulationsstandards is the responsibility of the management.Our examination was limitedto the verification of procedures on test basis.

6. The Secretarial Audit Report Is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For GMS & Co.

Sd/-

(GAURANG SHAH)

PRACTICING

COMPANY SECRETARIES

ACS: 32581 COP: 11953

Place: Mumbai

Date: 30/05/2016

ANNEXURED

INFORMATION FORMING PART OF THE DIRECTORS' REPORT PURSUANT TO RULE 5 OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE2014

Particular
1 The ratio of remuneration of each director to the median remuneration of the emplooyees of the Company for the financial year D.S.Dahanukar Not Applicable
A.K.Rajani Not Applicable
N.M.Sawant Not Applicable
P M.Bhande Not Applicable
2 The percentage increase in remuneration of each directorchief financial OfficerChief Executive Officer company Secretary or Managerif anyin the financial year D.S.Dahanukar Not Applicable
B.K.Rajani Not Applicable
N.M.Sawant Not Applicable
P.M.Bhande* Not Applicable
3 The percentage increase in the median remuneration of employees In the financial year Not applicable
4 The number of permanent employees on the rolls of the Company Nil
5 The explanation on the relationship between average increase in remuneration and company performance The remuneration is not solely based on company performance but also includes various other factors like individual performanceindustry trends economicsituationfuture growthprospectsetc.
6 Comparison on the remuneration of the key managerial Personnel against the performance of the Company The remuneration is not solely based on company performance but also includes various other factors like individual performance industry trends economic situationfuture growthprospectsetc.

As on march 31

7 Variation In the market capitalization of the Companyprice earnings ratio as at the closing date of the current financial year and previous financial year and 2016 2015
percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies Market Capitalization (in lakhs) Price earnings ratio- Not applicable The Company had not made public offer.
8 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 Not applicable
Not Applicable
Increase in the managerial remuneration and Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. Not Applicable
9 Consumption of the each remuneration of the KMP against the performance of the Company. The remuneration is not solely based on company performance but also includes various other factors like individual performance.Industry trends economic situationfuture growth prospectsetc.
10 The percentage increase in remuneration of each directorChief financial OfficerChief Executive OfficerCompany Secretary or ManagerIf anyIn the financial year Not Applicable
11 The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Not Applicable
12 Affirmation The Board affirms that the remuneration is as per the Nomination and Remuneration policy of the Company.

•Appointed with effect from 17 April 2015.

On behalf of the Board
For Indo Biotech Foods Limited
Sd/-
Shri.Dilip S Dahanukar
Place: Mumbai (DIN No: 00353297)
Date: 30* May 2016 Chairman and Managing Director