Indra Industries Ltd.
|BSE: 539175||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE924N01016|
|BSE LIVE 14:34 | 27 Jul||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 539175||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE924N01016|
|BSE LIVE 14:34 | 27 Jul||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
The Members of
INDRA INDUSTRIES LIMITED
Your Directors are pleased to present the 32nd Annual Report on the business andoperation of the Company together with the Audited Financial Statements for the year endedMarch 31 2016.
1. STATE OF AFFAIRS FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:
1.1 FINANCIAL RESULTS AND OPERATION:
The performance highlights and summarized financial results of the Company are givenbelow:
1.2 OPERATIONAL AND STATE OF COMPANY'S AFFAIRS & OUTLOOK
During the financial year company has achieved total income of Rs. 3621.06 Lacs incomparison to previous year's total income of Rs.3397.57 Lacs and earned net profit of Rs.0.55 Lacs in comparison to previous year's losses of Rs. 229.24 Lacs.
Financial year 2015-2016 continued to remain a challenging year .Due to weak monsoon inlast two consecutive years fertilizer industry has been badly affected. Further due tohigher interest charges and non receipt of permitted subsidy company has suffered heavylosses in previous year. Similarly business of polymer division was also affected due torecession and tough competition. In spite of this your company was able to achieve higherturnover and showed a positive growth.
1.3 CHANGE IN NATURE OF BUSINESS
During the year there was no change in business activity of the company.
1.4 SHARE CAPITAL
The Paid-Up Equity Share Capital as at 31st March 2016 stood at Rs. 64770700/-.During the year under review the company has not issued shares with differential votingrights nor has granted any stock option or sweat equity shares. As on 31st March 2016none of the Directors of the company hold instruments convertible into equity shares ofthe Company.
2. 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 is annexed as Annexure - A and forms anintegral part of this Report
3. NUMBER OF MEETINGS OF THE BOARD ITS COMMIITTEES & AGM
The details of the number of meetings of the Board and its committee held during theFinancial Year 2015-16 forms part of the Corporate Governance Report. Further Annualgeneral meeting of the Company for financial year 2014-15 was held on 30th September2015.
Due to inadequate profit & accumulated losses in earlier years your Directors havenot recommended any dividend for the year under review.
5. AMOUNTS TRANSFERRED TO RESERVES
During the year there was no amount transferred to reserves.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS.
Pursuant to Section 2 (31) Read with Rule 2(1)(viii) of Companies (Acceptance ofDeposits) Rules 2014(including any statutory modification or re-enactment thereof forthe time being in force) the details of unsecured loan received from directors are givenbelow:
7. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES
During the financial year ended on 31.03.2016 the Company did not have any subsidiaryjoint venture or associate company.
8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Smt. Astha Devi Jain Director retires by rotation atthe forthcoming Annual General Meeting and being eligible offers herself forre-appointment. The Board recommends her re-appointment for the consideration of theMembers of the Company at the ensuing Annual General Meeting.
During the year Mr. Deepak Kumar Joshi was appointed as a Chief Financial Officer ofthe Company with effect from 18th April 2015 in place of Mr. Shammi Kumar Jhanwar whoresigned from the post of Chief Financial Officer of the Company.
Further Ms. Shweta Kothari was appointed as a Chief Financial of the Company w.e.f.30th May 2016 in place of Mr. Deepak Kumar Joshi who resigned from the post of ChiefFinancial officer of the Company w.e.f. 18th April 2016.
During the year under review there was no change in the Board of Directors of theCompany. The following have been designated as the Key Managerial Personnel of the Companypursuant to sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel)Rules 2014:
1. Virendra Kumar Jain Managing Director
2. Dilip Patidar Company Secretary and Compliance officer
3. Shweta Kothari Chief Financial officer (w.e.f. 30.05.2016)
DISQUALIFICATIONS OF DIRECTORS
During the year declarations were received from the Directors of the Company pursuantto Section 164 of the Companies Act 2013. Board appraised the same and found that none ofthe director is disqualified for holding office as director.
9. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of the Companyconfirming that they fulfil the criteria of independence as prescribed under sub-section(6) of section 149 of the Companies Act 2013 and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures in adoption of these standards;
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 affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the annual accounts on a going concern basis;
v. The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
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.
11. FAMILIARIZATION OF INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors have been disclosedon website of the Company at the weblink http://indraindustries.in/images/stories/policyFamiliarization_Programme_for_Independent_Directors.pdf
12. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met once during the year as on 12th February 2016. TheMeeting was conducted in an informal manner without the presence of the Chairman theWhole Time Director the Non-Executive Non-Independent Directors and the Chief FinancialOfficer.
13. COMMITTEES OF THE BOARD OF DIRECTORS
The Company has various committees which have been constituted as a part of the goodcorporate governance practices and the same are in compliance with the requirements of therelevant provisions of applicable laws and statutes. Your Company has an adequatelyqualified and experienced Audit Committee with Smt. Sanjali Shrimati Jain (Chairman) Mr.Tilak Chitta and Smt. Astha Devi Jain as Members. The recommendations of the AuditCommittee were duly approved and accepted by the Board during the year under review.
The other Committees of the Board are:
(i) Nomination and Remuneration Committee (ii) Stakeholders Relationship Committee
The details with respect to the composition powers roles terms of referenceMeetings held and attendance of the Directors at such Meetings of the relevant Committeesare given in detail in the Report on Corporate Governance of the Company which forms partof this Report.
14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE ITS DIRECTORS AND THAT OF ITS COMMITTEES
The Board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The board and the nomination and remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role.
Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for independent directors are determined by theNomination and Remuneration committee. An indicative list of factors that may be evaluatedinclude participation and contribution by a director commitment effective deployment ofknowledge and expertise effective management of relationship with stakeholders integrityand maintenance of confidentiality and independence of behavior and judgments
15. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS U/S 186
The Company has not provided any loans and guarantees pursuant to section 186 of theCompanies Act 2013. Further company has made the investment during the financial year forthe purpose of liquidity investment. Details of investment are given in note No. 11 to thefinancial statements.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business pursuant to the provisions of Section188 of the Companies Act 2013 and the Rules made there under. Thus disclosure in FormAOC-2 is not required. Further there are no material related party transactions duringthe year under review with the promoters directors.
The Details of the related party transactions as required under Accounting standard -18are set out in Note 16 of notes to accounts to the financial statement forming part ofthis Annual Report.
All Related Party Transactions are placed before the Audit Committee and the Board forreview and approval on a quarterly basis. Omnibus approval was obtained on a quarterlybasis for transactions which are of repetitive nature.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company. The web-link of the same has been provided in theCorporate Governance Report. None of the Directors has any pecuniary relationship ortransactions vis--vis the Company.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under sub-section (3) (m) of section 134 of theCompanies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 aregiven as under :
(A) Conservation of Energy
(i) Adequate measures have been initiated to reduce energy consumption wherevernecessary.
(ii) The company makes ongoing study to identify and implement energy saving system toreduce energy consumption and cost of production.
(iii) Maintenance of machines as per schedule.
(iv) Energy conservation is on going process in our company . Continues monitoring planning development and modification for energy conservation are done at the plant.
(v) The capital investment on energy conservation equipment's: Nil
(B) Technology Absorption :
(i) The efforts made towards technology absorption: Not Applicable.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable.
(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the Financial Year): Not Applicable.
(iv) Company has not incurred any expenditure on Research and Development during theyear under review.
18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL STATEMENTS.
Your company has an effective internal control and risk mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. Thecompany's internal control system is commensurate with its size scale and complexities ofits operations; the internal and operational audit is entrusted to Mr. Harendra ThakurChartered Accountants. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry.
The audit committee of the board of directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The company has a robust management information system which is an integral part ofthe control mechanism.
The audit committee of the board of directors statutory auditors and the businessheads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Director. Significantaudit observations and corrective actions taken by the management are presented to theaudit committee of the board. To maintain its objectivity and independence the internalaudit function reports to the chairperson of the audit committee. Report of statutoryauditors for internal financial control system is part of Audit Report.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
Provisions of section 135 of the Companies Act 2013 does not apply to the Companytherefore Company has not constituted Corporate Social responsibility (CSR) committee asrequired under the Act.
20. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEYMANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors formulated theNomination and Remuneration Policy of your Company on the recommendations of theNomination and Remuneration Committee. The Nomination and Remuneration Policy of thecompany is annexed as Annexure-B and forms an integral part of this report.
The Disclosure required under Section 197(12) of the Companies Act 2013 read with theRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended up to date is annexed as Annexure - C and forms an integral part of thisReport None of the employee of the company is drawing more than Rs.10200000/- per annumor Rs.850000/-per month for the part of the year during the year under review thereforeParticulars of the employees as required under Section 197 of Companies Act 2013 readwith rule 5(2) & rule 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not applicable during the year under review. Further Companydid not have any holding or subsidiary company therefore receipt of the commission orremuneration from holding or subsidiary company of the company as provided under section197 (14) of Companies Act 2013 is not applicable.
21. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS.
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the practicingChartered Accountants confirming compliance forms an integral part of this Report.
22. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns or grievances. Thedetails of establishment of the reporting mechanism are disclosed on the website of theCompany at the weblink http://indraindustries.in/images/stories/Vigil_Mechanism_Policy.pdf. No Person has been deniedaccess to the Audit Committee.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY.
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
24. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. L. N. Joshi Practicing Company Secretary to undertake as the SecretarialAuditor of the company. The Secretarial Audit report is annexed as ANNEXURE-3 andforms an integral part of this Report.
EXPLANATION TO SECRETARIAL AUDITOR'S REMARKS
The Secretarial audit report does not contain any qualification reservation or adverseremark. There was no Secretarial Audit qualification for the year under review.
25. STATUTORY AUDITORS
Pursuant to the provisions of section 139 of the Act and the rules framed thereunderM/s. P.K. Shishodiya & Company Chartered Accountants (Firm Registration No.03233C)were appointed as statutory auditors of the Company from the conclusion of the 30th annualgeneral meeting (AGM) of the Company held on 26.09.2014 till the conclusion of the 33rdAGM to be held in the year 2017 subject to ratification of their appointment at everyAGM.
M/s. P.K. Shishodiya & Company Chartered Accountants (Firm Registration No.03233C)who are Statutory Auditors of the Company hold office up to the forthcoming Annual GeneralMeeting and are recommended for re-appointment for the financial year 2016-17. As requiredunder the provisions of Section 139 of the Companies Act 2013 the Company has obtainedwritten confirmation from M/s. P.K. Shishodiya & Company Chartered Accountants fortheir appointment if made would be in conformity with the limits specified in the saidSection
EXPLANATION TO AUDITOR'S REMARKS
The Auditors in their report have referred to the notes forming part of the Accountswhich are self-explanatory and does not contain any qualification reservation or adverseremark or disclaimer.
Further there was no fraud in the Company which was required to reported by statutoryauditors of the Company under sub-section (12) of section 143 of Companies Act 2013.
26. COST AUDIT
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit)Amendment Rules 2014 as amended from time to time the cost auditrecords maintained by the Company in respect of its activity is required to be audited.The Board of Directors on recommendation of the Audit Committee and Nomination &Remuneration Committee has appointed M/s. Sudeep Saxena & Associates (FirmRegistration No.100980) Cost Accountants Indore as Cost Auditors of the Company for theFinancial Year 2016-17 for conducting the audit of the cost records maintained by theCompany on the remuneration of Rs. 22000/- (Rupees Twenty Two Thousand only) per year plusout of pocket expenses incurred from time to time to be paid to the Cost Auditor.
Auditor has given their eligibility certificate for appointment as Cost Auditor. Theremuneration payable to the said cost auditors needs to be ratified by the shareholders atthe ensuing Annual general meeting. The Cost
Audit report for the financial year 31st March 2016 will be submitted by Company within time as prescribed under the act and rules.
27. INTERNAL AUDITOR
The Board has appointed Mr. Harendra Thakur Chartered Accountants. Indore asInternal Auditor of the company and takes his suggestions and recommendations to improveand strengthen the internal control systems. His scope of work includes review ofoperational efficiency effectiveness of systems & processes compliances andassessing the internal control strengths in all areas.
The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems.
28. CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and senior managementand independent directors of the Company. All the Board members including independentdirectors and senior management personnel have affirmed compliance with the code ofconduct. Declaration on adherence to the code of conduct is forming part of the CorporateGovernance Report.
29. CEO/CFO CERTIFICATION
As required under Regulation 17(8) of the Listing Regulations the Managing Directorand Chief Financial Officer of the Company have certified to the Board regarding theFinancial Statements for the year ended 31st March 2016.
30. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:
Your Company has adopted the code as per SEBI (Prohibition of Insider Trading)Regulations 2015 which has been effective from 15th May 2015 . The Details of the saidcode is available on website of the Company i.e www.indraindustries.in.
31. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Board of Directors has adopted risk management policy for the Company whichprovides for identification assessment and control of risks which in the opinion of theBoard may threaten the existence of the Company. The Management identifies and controlsrisks through a properly defined framework in terms of the aforesaid policy.
32. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year to which the financial statementsrelate and the date of this Board's report.
33. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.
34. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL)ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaintreceived regarding sexual harassment. There was no case of sexual harassment reportedduring the year under review.
35. LISTING OF SHARES
It is matter of pleasure that your company has been listed at nationwide terminalBombay Stock Exchange Limited with effect from 05th June 2015. The company has paidannual listing fee for financial year 2016-17.
36. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto your Company for the financial year
37. DEPOSITORY SYSTEM
Your Company's shares are tradable compulsorily in electronic form and your Company hasconnectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)and Central Depository Service (India) Limited (CDSL). In view of the numerous advantageoffered by the Depository System members are requested to avail of the facility ofDematerialization of the Company's shares on either of the Depositories mentioned asaforesaid. The Company has paid the annual custodian fee to both the depositories .
38. INDUSTRIAL RELATIONS:
Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review.
39. AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY
At the 31st Annual General Meeting held on 30th September 2015 based on the approvalof the Members the Company adopted new Articles of Association which had been streamlinedand aligned with the Companies Act 2013 and Rules made there under.
The Board of Directors wish to place on record its appreciation for the extendedco-operation and assistance rendered to the Company and acknowledge with gratitude thecontinued support and cooperation extended by the investors stakeholders Banks and otherregulatory authorities.