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Indu Nissan Oxo Chemicals Industries Ltd.

BSE: 500208 Sector: Industrials
NSE: INDUNISSAN ISIN Code: INE599C01019
BSE 05:30 | 01 Jan Indu Nissan Oxo Chemicals Industries Ltd
NSE 05:30 | 01 Jan Indu Nissan Oxo Chemicals Industries Ltd

Indu Nissan Oxo Chemicals Industries Ltd. (INDUNISSAN) - Director Report

Company director report

The Members

INDU NISSAN OXO CHEMICAL INDUSTRIES LIMITED

Your Directors have pleasure in presenting their 36th Annual Report on theAudited Financial Statement of Accounts of Indu Nissan Oxo Chemical Industries Limited["Company"] for the Financial Year ended March 31 2017.

1. FINANCIAL RESULTS:

The summarized financial performance of the Company for the FY 2015-16 and FY 2016-17is given below:

Particulars Year ended 31st March 2017 Year ended 31st March 2016
( Rs. .) ( Rs. .)
- -
Other Income 5475312.00 1978120.00
Gross Income 5475312.00 1978120.00
Profit Before Interest Depreciation exceptional and extraordinary items and taxes (1708290.00) (3467023.00)
Exceptional & Extraordinary Item 2544520.00 -
Net Profit Before Tax 836230.00 (3467023.00)
Provision for Tax -
- Current Tax - -
- Taxation of Earlier Years - (5968472.00)
Net Profit After Tax 836230.00 2501449.00
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Surplus/(Deficit) carried to Balance Sheet 836230.00 2501449.00
Earnings Per Share 0.05 0.15

2. REVIEW OF OPERATIONS:

During the year under review the Company has posted total Income of Rs. 5475312/-(Rupees Fifty Four Lakhs Seventy Five Thousand Three Hundred and Twelve only) as againsttotal Income of Rs. 1978120/

- (Rupees Nineteen Lakhs Seventy Eight Thousand One Hundred Twenty only) in thecorresponding previous year.

3. FUTURE PROSPECT:

The company is trying to settle the outstandings with its secured creditors like NCDholders and Banks and is pursuing the possibility of revival of the company.

4. DIVIDEND AND RESERVES:

In view of inadequate profits during the year your Board think fit not to recommendany dividend for the year ended 31st March 2017.

5. SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31 2017 is Rs.500000000(Indian Rupees Fifty Crore only) divided into 50000000 (Five Crore) Equity Shares ofRs. 10/- (Rupees Ten) Each and Paid-up Equity Share Capital of the Company is Rs.165000000 (Indian Rupees Sixteen Crore Fifty Lakhs only) comprising of 16500000(Sixteen Corer Fifty Lakhs) Equity shares of Rs. 10/- (Rupees Ten) each.

During the year under review the Company has not issued any equity shares.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

At the 35th Annual General Meeting held on September 02 2016 Mrs. RanakMehool Bhuva was re-appointed as the Director of the Company liable to retire byrotation.

In accordance with section 152(6) of the Companies Act 2013 and in terms of Articlesof Association of the Company Mr. Mehool Bhuva [DIN: 00520892] Director ofthe Company retires by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for reappointment.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act 2013 the Board ofDirectors of the Company hereby confirms that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) 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 that period;

(c) the directors have 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 have prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

8. PARTICULARS OF MANAGERIAL REMUNERATION:

The information required pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 in respect ofemployees of the Company is enclosed as Annexure I and forms part of thisReport.

The Company has no employee on its pay roll during the year under review and hencedetails w.r.t. Section 197 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 is not provided in thisReport.

9. NUMBER OF BOARD MEETINGS:

A calendar of meetings is prepared and circulated in advance to the Directors. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and the Listing Agreement / Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

Further 5 (Five) Board Meetings were held during the financial year 2016-17the dates of which are

May 28 2016 July 21 2016 November 14 2016 February 01 2017 and February 13 2017.

Name of the Directors No. of Board Meetings attended
Mr. Mehool N.Bhuva 5
Mr. B.T.Mallya 5
Mrs. Ranak M.Bhuva 4
Mr. Nitinkumar Shah 4

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Committees. The Directorsexpressed satisfaction with the evaluation process.

11. AUDIT COMMITTEE

Your Company has formed an Audit Committee as per the Companies Act 2013 and thelisting agreement / Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. All members of the Audit Committee possessstrong knowledge of accounting and financial management.

During the Financial Year 2016-17 Four (4) meetings of the Committee were heldon May 28 2016 July 21 2016 November 14 2016 and February 01 2017.

Details of composition of the Committee and attendance during the year are as under:

S. N. Name of Directors Designation No. of Meetings Attended
1. Mr. B.T.Mallya Chairman & Independent Director 4
2. Mr. Nitinkumar Member & Independent Director 4
Shah
3. Mr. Mehool N. Bhuva Member & Managing Director

Further the Audit Committee is functional as per the provision of Section 177 ofCompanies Act 2013 and Rules made thereunder and as per Regulation 18 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. This Committee has powers and roles comprising of Financial Reporting anddisclosure recommendation of appointment/removal of Auditors reviewing of company'sresults evaluation of Independent Directors performances etc.

12. NOMINATION AND REMUNERATION COMMITTEE

Your Company has formed a Nomination & Remuneration Committee to lay down norms fordetermination of remuneration of the executive as well as non-executive directors andexecutives at all levels of the Company.

The Nomination and Remuneration Committee is functional as per the provision of Section178 of Companies Act 2013 and rules made thereunder and as per Clause 19 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015

During the Financial Year 2016-17 One (1) meetings of the Committee were held on July21 2016.

Details of composition of the Committee and attendance during the year are as under:

S. N. Name of Directors Designation No. of Meetings Attended
1. Mr. B.T.Mallya Chairman & Independent Director
1
2. Mr. Nitinkumar Shah Member & Independent Director
3. Mrs. Ranak Bhuva Member & Non- independent

This Committee has powers to recommend / approve remuneration Identification ofPersons who are qualified to become director Recommend to the board their appointment andremoval approve remuneration of Non Executive Directors etc.

13. NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act 2013the Nomination and Remuneration Policy inter-alia providing the terms for appointment andpayment of remuneration to Directors and Key Managerial Personnel is annexed to thisReport as Annexure VI.

However considering the weak financial position of the Company the ExecutiveDirectors have agreed not to partake with the salary during the year under review.

14. CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has formed a Stakeholders Relationship Committee to specifically look intothe mechanism of redressal of grievances of shareholders.

The Stakeholders Relationship Committee is functional as per the provision of Section178 of Companies Act 2013 and rules made thereunder and as per amended

6 clauses of Clause 20 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015

During the Financial Year 2016-17 Four (4) meetings of the Committee were heldon May 28 2016 July 21 2016 November 14 2016 and February 01 2017.

Details of composition of the Committee and attendance during the year are as under:

S. N. Name of Directors Designation No. of Meetings Attended
1. Mr. B.T.Mallya Chairman & Independent Director 4
2. Mr. Nitinkumar Shah Member & Independent Director
3. Mrs. Ranak Bhuva Member & Non- independent

The terms of reference are in line with Section 178 of the Companies Act 2013 andRegulation 20 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. The Committee reviews Shareholder's /Investor' s complaints like non-receipt of Annual Report physical transfer/transmission/transposition split/ consolidation of share certificates issue of duplicateshare certificates etc. This Committee is also empowered to consider and resolve thegrievance of other stakeholders of the Company including security holders.

The total numbers of complaints received during the year were Nil and there was nopending complaint as on 31st March 2017.

15. INDEPENDENT DIRECTORS:

The Independent Director(s) have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as Independent Directorunder the provisions of section 149 of the Companies Act 2013 as well as Regulation 17 ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

16. 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 included in this Report as AnnexureII and forms part of this Report.

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company does not have any subsidiary company and has not entered into joint venturewith any other company.

18. STATUTORY AUDITORS' AND AUDITORS' REPORT:

At 34th Annual General Meeting held on 15th September 2015 M/sShah Shah & Shah Chartered Accountant (Firm Registration no. 116457W) wereappointed as Statutory Auditors of the Company to hold office till the conclusion of the39th Annual General Meeting to be held for the financial year 31stMarch 2020. In the terms of the first proviso to Section 139 of the Companies Act 2013the appointment of the Auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s Shah Shah & Shah CharteredAccountants as Statutory Auditors of the Company is placed for ratification by theBoard of Directors.

In regard to the Company has received a Certificate from the Auditors to the effectthat if they are reappointed it would be in accordance with the provisions of Section 141of the Companies Act 2013.

19. APPOINTMENT OF COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER:

The Company is in process of appointing Company Secretary in whole time employment andChief Financial Officer pursuant to Section 203 of the Companies Act 2013 read with Rule8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

20. RELATED PARTY TRANSACTIONS:

The Company has entered into various Related Parties Transactions as defined underSection 188 of the Companies Act 2013 with related parties as defined under Section 2(76)of the said Act. Further all the necessary details of transaction entered with the relatedparties are attached herewith in Form No. AOC-2 for your kind perusal and information. (AnnexureIII).

21. SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under Ms. Reena ModiPracticing Company Secretary have been appointed Secretarial Auditors of the Company. TheSecretarial Audit Report is enclosed as Annexure IV to this report.

22. EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)& (ii) IF ANY OFTHE COMPANIES ACT 2013:

Re: Pursuant to Section 134(3)(f)(i):

The Comments on the observation of the Auditors Report are given separately in theAnnexures enclosed to this report as Annexure V.

Re: Pursuant to Section 134(3)(f)(ii)(Secretarial Audit Observations):

l The Company is in process of appointing Company Secretary in whole timeemployment and Chief Financial Officer pursuant to Section 203 of the Companies Act 2013read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

l The financial position of the Company is very weak; however the Management istrying to pay off the outstanding dues of statutory authorities in due course of time.

23. INTERNAL AUDIT & CONTROLS:

The Company has in place adequate internal financial controls with reference to thefinancial statement. The Audit Committee of the Board periodically reviews the internalcontrol systems with the management & Statutory Auditor. However due to bad financialhealth of Company and current non-functionality of operations Company has not appointedInternal Auditor.

24. EMPLOYEES' STOCK OPTION PLAN:

The Company has not provided stock options to any employee.

25. RISK MANAGEMENT POLICY:

The Company has laid down the procedure to inform the Board about the risk assessmentand minimization procedures. These procedures are reviewed by the Board annually to ensurethat there is timely identification and assessment of risks measures to mitigate themand mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 100 listed entities determined on thebasis of market capitalisation as at the end of the immediately previous financial year.Hence compliance under Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable.

26. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of the SEBI (Listing Obligation and Disclosure Regulations) 2015 aVigil 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.indunissan.com. The employees of the Company are made aware of the said policy at thetime of joining the Company.

27. CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee and frame policythereof.

28. DEPOSITS:

The Company has neither accepted nor renewed any fixed deposits during the year underreview under Section 76 of the Companies Act 2013. There are no unclaimed depositsunclaimed / unpaid interest refunds due to the deposit holders or to be deposited to theInvestor Education and Protection Fund as on March 31 2017.

29. LOANS & GUARANTEES:

During the year under review the Company has not provided any loan guaranteesecurity or made any investment covered under the provisions of Section 186 of theCompanies Act 2013 to any person or other body corporate.

30. CORPORATE GOVERNANCE CERTIFICATE:

Good corporate governance is about maximizing shareholder value on a sustainable basiswhile ensuring fairness to all stakeholders and fulfils its responsibilities to thecommunity customers vendor-partners investors employees government and society.

In compliance with Regulation 34(3) read with Schedule V(C) of the Listing Regulationsa Report on Corporate Governance forms part of this Annual Report. The Auditors'certificate certifying compliance with the conditions of corporate governance asprescribed under Schedule V(E) of the Listing Regulations is annexed to the CorporateGovernance Report.

31. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report which gives a detailed state of affairsof the Company's operations forma a part of this Annual Report.

32. E-VOTING FACILITY:

As a Company is under severe financial crunch it is not able to pay its outstandingdues to agencies such as NSDL/CDSL RTA and BSE the compliance of evoting as requiredunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and Companies Act 2013 cannot be met.

33. CONSERVATION OF ENERGY RESEARCH AND

DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As the Company has not carried out any business operations during the year under reviewas the plant of the Company is closed hence the point regarding conservation of energy isnot relevant to the Company.

During the year the total foreign exchange earnings were Rs.531772/- and foreignexpenses incurred was Rs.199352/-

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION

AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

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

There are no significant and material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its futureoperations.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial positionof the 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

37. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT POLICY AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

During the year ended 31st March 2017 there were no cases filed /reportedpursuant to the Sexual Harassment at workplace (Prevention Prohibition and Redressal)Act 2013.

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.

38. ACKNOWLEDGEMENT

The Directors would like to thank all shareholders bankers and everybody else withwhose help cooperation and hard work the Company is able to achieve the results. TheDirectors would also like to place on record their appreciation of the dedicated effortsput in by the employees of the Company.

For and on behalf of the Board of Directors INDU NISSAN OXO CHEMICAL INDUSTRIES LIMITED

Place: Mumbai MEHOOL BHUVA
Date: 14/08/ 2017 MANAGING DIRECTOR
[DIN: 00520892]
BANTWAL MALLYA
DIRECTOR
[DIN: 00377057]