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Indsoya Ltd.

BSE: 503639 Sector: Industrials
NSE: N.A. ISIN Code: INE314N01010
BSE 05:30 | 01 Jan Indsoya Ltd
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Indsoya Ltd. (INDSOYA) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 37th Annual Report on the Businessand operations of the Company together with the Audited Statement of Accounts for the yearended 31st

March 2017.

Financial Results

The financial performance of your Company for the year ended March 31 2017 issummarized below:

(Rupees in Lacs)

Particulars 2016-2017 2015-2016
Net Sales/ Income from Operations - -
Other Income 12.42 12.42
Total Income 12.42 12.42
Total Expenses 17.58 17.18
Profit/(Loss) from operations before other incomes finance cost and exceptional items (5.16) (4.76)
Other Incomes - -
Profit/(Loss) from operations after other incomes finance cost but before exceptional items (5.16) (4.76)
(-) Exceptional Items - -
Profit/(Loss)Before Tax (5.16) (4.76)
Tax
- Current Tax - -
- (Provision for earlier years) 0.03 (0.25)
Net Profit After Tax (5.19) (4.51)
(-) Extraordinary Items - -
Net Profit / (Loss) (5.19) (4.51)

The Company has recorded a total income of Rs. 12.42 lacs which is the same as in theprevious year. There are no material changes and commitments affecting the financialposition of your Company which have occurred between the end of the financial year 2016-17 and the date of this report.

Dividend

The Board of Directors does not recommend any Dividend for the year under review

Share Capital

The Share Capital of the Company is Rs. 20 lacs. There were no changes in share capitalof the Company during the period under review. The Company did not issue any differentialclass shares during the period under review.

Subsidiaries Joint Ventures and Associates Companies:

During the year under review the Company does not have any Subsidiaries JointVentures or Associate Companies as per the provisions of the Companies Act 2013. Hencethe Company does not need to attach Form AOC-1.

However as per AS-18 Tania Industries Private Limited is an Associate of the Companywhich is disclosed in the financials of the Company and forms part of this report asAnnexure 6

Acceptance of Fixed Deposits

The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 during the year under review.

Reserves

Loss of Rs. 5.19 lacs has been transferred to the Profit & Loss account.

Related Party Transactions

All the related party transactions entered into by the Company during the year were inthe

Ordinary Course of Business and were on arms' length basis. The policy on materialityof related party transactions and on dealing with related party transactions as approvedby th e

Board may be accessed on the Company's website (www.indsoya.in). The Directors drawattention of the members on the financial statement which sets out related partydisclosures in notes to financial statements for the year ended March 31 2017. Form AOC-2forms part of this report as Annexure 6

Loans Investment and Guarantees by the Company

There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013. Particulars ofInvestment made/loan given under section 186 of the Companies Act 2013 are provided inthe financial statement.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations have been received from the Auditor of the Company for inefficiencyor inadequacy of such controls.

Financial Statement

The audited financial statement of the Company prepared in accordance with relevantAccounting Standards (AS) issued by the Institute of Chartered Accountants of India formspart of this Annual Report. The Compliance Officer will make these documents availableupon receipt of a request from any member of the Company interested in obtaining the same.These documents will also be available for inspection at the Registered Office of yourCompany during working hours up to the date of the Annual General Meeting.

Disclosures under Section 134(3) (l) of the Companies Act 2013

No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.

Directors and Key Managerial Personnel

Mrs. Sarita Mansingka (DIN 01788320) who retires by rotation and being eligibleoffers herself for re-appointment. If re-appointed her term would be in accordance withthe policy for directors of the Company. Mrs. Sarita Mansingka is re-appointed as theManaging Director of the Company.

Number of Meeting of Board of Directors

The Board of Directors have met 4 times during the year ended 31st March2017 in accordance with the provisions of the Companies Act 2013 and rules madethereunder. All the Directors actively participated in the meetings and contributedvaluable inputs on the matters brought before the Board of Directors from time to time.

Declarations by Independent Director

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the

Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013. As per Section 149 of the Companies Act 2013 independentdirectors shall hold office for a term up to five consecutive years on the board of acompany but shall be eligible for re-appointment for another term up to five years onpassing of a special resolution by the company and disclosure of such appointment in Boards Report. Further

Section 152 of the Act provides that the independent directors shall not be liable toretire by rotation in the Annual General Meeting ( AGM ) of the Company.

Auditor:

Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. Shankarlal Jain & AssociatesLLP Chartered Accountants Mumbai have completed their tenure and cannot bereappointed. Thus the Board of Directors have recommended the appointment of RBR andAssociates

Chartered Accountants (Firm Registration Number: 138415W) as the new Statutory Auditorsof the Company to hold office for a period of 5 years i.e. for financial years 2017-2018to 2021- 2022. However their appointment as Statutory Auditors of the Company is subjectto approval by the members at the Annual General Meeting. The Company has received acertificate from the said Auditors that they are eligible to hold office as the Auditorsof the

Company and are not disqualified for being so appointed. Necessary resolution for re-appointment of the said Auditor is included in the Notice.

Auditors Report

The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self-explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed M/s. Ferrao MSR and Associates Practicing Company Secretaries to conductthe Secretarial Audit of the Company.

Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March 2017 inprescribed form duly audited by the Practicing Company Secretary Firm M/s. Ferrao MSR& Associates is annexed herewith and forming part of the report. (Annexure 8)

As per the comments mentioned in the secretarial audit report we hereby clarify thatthe company is in process to appoint the Company Secretary as per section 203 of theCompanies Act 2013.

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany hereby confirms that:

i. In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed along with properexplanation relating to material departures.

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 and loss of the Company for the year ended 31st March 2017.

iii. The Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.

iv. The Directors have prepared the Annual Accounts on a going concern basis. v. Thereare proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

vi. That the Directors had laid down internal financial controls to be followed by the

Company and that such internal financial controls are adequate and were operatingeffectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring Financial Year 2016-17.

Annual Evaluation by the Board of Its Own Performance Its Committees and IndividualDirectors

The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company.

Details of Committee of Directors

Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2016-17 and meetingsattended by each member of the Committee are as per the requirements under the CompaniesAct 2013 The recommendation by the Audit Committee as and when made to Board has beenaccepted by it.

Risk Management

During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board. The Management evaluated various risks and that thereis no element of risk identified that may threaten the existence of the Company.

Whistle Blower Mechanism/Vigil Mechanism

The Company has in place a Whistle Blower Policy and during the year there were relatedcomplaints.

Corporate Governance

As per SEBI (LODR) corporate governance is not applicable to the Company the sameforms part of this report.

Managing Director's Certificate

A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.

Conservation of Energy Technology Absorptions and Foreign Exchange Earnings and Outgo:

As information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134(3)(m) of the Companies Act 2013 theCompany uses the latest technologies for improving the productivity and quality of theservices. Further the Company has not earned nor spends foreign exchange during the yearunder review.

Particulars of Employees:

The prescribed particulars of the employees required under Rule 5 (1) of the Companies(Appointment and Remuneration) Rules 2014 are attached as Annexure 5 and forms part ofthis report.

None of the employees of the Company are in receipt of remuneration prescribed underSection 197 (12) of the Companies Act 2013 read with rule 5(2) of the Companies(Appointment and Remuneration) Rules 2014. Thus furnishing of particulars under theCompanies (Appointment and Remuneration) Rules 2014 does not arise.

Extract of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report. (Annexure 7)

Corporate social Responsibility

The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.

Significant and material orders passed by the regulators or courts

There were no significant and material orders passed by the regulators or courts ortribunals which may impact the going concern status of the Company and its operations infuture.

Presentation of Financial Statements

The financial statements of the Company for the year ended 31st March2017 have been disclosed as per Schedule III to the Companies Act 2013.

Statutory Disclosures

A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2016-2017 is attached to the Balance Sheet. Pursuant to thelegislation

‘Prevention Prohibition and Redressal of Sexual Harassment of Women at WorkplaceAct 2013' introduced by the Government of India the Company has a policy on Preventionof Sexual Harassment at workplace. There was no case reported during the year under reviewunder the said policy.

Cautionary Statement

Certain statements in the Directors Report describing the Company's objectivesprojections estimates expectations or predictions may be forward looking statementswithin the meaning of applicable securities laws and regulations. Actual results coulddiffer from those expressed or implied. Important factors that could make a difference tothe Company's operations include labour and material availability and prices cyclicaldemand and pricing in the Company's principal markets changes in government regulationstax regimes economic development within India and other incidental factors.

Acknowledgement:

Yours Directors take this opportunity to thank the Financial Institutions Banks Business Associates Central and State Government authorities Regulatory authorities Stock

Exchanges and all the various stakeholders for their continued co-operation and supportto the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company'sperformance.

We applaud them for their superior levels of competence dedication and commitment toyour Company.

By Order of the Board
For Indsoya Limited
Sd/-
Sarita Mansingka
Place: Mumbai Managing Director &Chairperson
Date: 06th September 2017 DIN: 01788320