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Indu Nissan Oxo Chemicals Industries Ltd.

BSE: 500208 Sector: Industrials
NSE: INDUNISSAN ISIN Code: INE599C01019
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Indu Nissan Oxo Chemicals Industries Ltd. (INDUNISSAN) - Director Report

Company director report

To

The Members

INDU NISSAN OXO CHEMICAL INDUSTRIES LIMITED

Your Directors have pleasure in presenting their 35th Annual Report on theAudited Financial Statement of Indu Nissan Oxo Chemical Industries Limited ["theCompany"] for the Financial Year ended March 31 2016.

1. FINANCIAL RESULTS:

The summarized financial performance of the Company for the FY 2015-16 and FY 2014-15is given below:

Particulars Year ended 31st March 2016 Year ended 31st March 2015
( Rs.) ( Rs.)
Total revenue 1978120 24011044
Total expenses 5445143 12762358
Profit Before exceptional and extraordinary items and tax ( 3467023) 11248686
exceptional and extraordinary items - -
Net Profit Before Tax (3467023) 11248686
Provision for Tax
- Current Tax - -
- Taxation of Earlier Years (5968472) -
- Deferred Tax - -
Net Profit After Tax 2501449 11248686
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Surplus/(Deficit) carried to Balance Sheet 2501449 11248686
Earnings Per Share 0.15 0.68

2. REVIEW OF OPERATIONS:

During the year under review the plant of the company remained non-operative however the Company has posted other Income of Rs. 1978120/- as against total other Income ofRs. 24011044/- in the corresponding 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 huge losses carry forwarded your Board think fit not to recommend anydividend for the year ended 31st March 2016.

5. SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31st March 2016 isRs. 165000000/- comprising of 16500000 shares of having face value of Rs. 10/-each.During the year under review the Company has not issued any class of shares/security.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with section 152(6) of the Companies Act 2013 and in terms of Articlesof Association of the Company Mrs. Ranak Bhuva [DIN:06958910] Director of theCompany retires by rotation at the forthcoming Annual General Meeting and being eligibleoffer herself 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 EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197 read with Rule 5 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 ofthis Report.

Further pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016none of the employees of theCompany are in receipt of remuneration exceeding Rs. 10200000/- per annum if employedfor whole of the year or Rs. 850000/- per month if employed for part of the year.

9. NUMBER OF BOARD MEETINGS:

A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year 4 (Four) Board Meetings were convened and held the details of which are givenin the Corporate Governance Report. The intervening gap between the meetings was withinthe period prescribed under the Companies Act 2013 and Regulation 17(2) of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Listing Agreement 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. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.

11. 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.

12. 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.

13. STATUTORY AUDITORS’ AND AUDITORS’ REPORT:

At 34th Annual General Meeting held on 15th September 2015 M/s.Shah Shah & Shah Chartered Accountant (Firm Registration no. 116457W) were appointedas Statutory Auditors of the Company to hold office till the conclusion of the 39thAnnual General Meeting to be held for the financial year 31st March 2020. Inthe terms of the first proviso to Section 139(1) of the Companies Act 2013 theappointment 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 before members of the Companyfor ratification.

In regard to the Company has received a Certificate from the Auditors to the effectthat if their appointment is ratified it would be in accordance with the provisions ofSection 141 of the Companies Act 2013.

14. 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 & Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

15. 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.

16. 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 internalfinancial control systems with the management. However due to bad financial health ofCompany and current non-functionality of operations Company has not appointed InternalAuditor.

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

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

18. AUDIT COMMITTEE:

All members of the Audit Committee possess strong knowledge of accounting and financialmanagement. The Managing Director and Executive Director are regularly invited to attendthe Audit Committee meetings.

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 details of which is provided in the Corporate Governance Report along with otherdetails.

19. NOMINATION AND REMUNERATION COMMITTEE:

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 details of which is provided in the Corporate Governance Report.

20. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is functional as per the provision of Section178 of Companies Act 2013 and rules made thereunder and as per amended clauses of Clause20 of Securities and Exchange Board of India (Listing Obligations And DisclosureRequirements) Regulations 2015 details of which is provided in the Corporate GovernanceReport.

21. EMPLOYEES’ STOCK OPTION PLAN:

The Company has not provided stock options to any employee.

22. 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 e-voting as requiredunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and Companies Act 2013 cannot be met.

23. 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 periodically toensure that there is timely identification and assessment of risks measures to mitigatethem and mechanisms for their proper and timely monitoring and reporting.

24. 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 a policythereof.

25. 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.

26. DEPOSITS:

The Company has not accepted nor renewed any fixed deposits during the FY 2015-16 andas on 31st March 2016 there were no outstanding deposits.

27. 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.

28. RELATED PARTY TRANSACTIONS:

Details of Related Party Transactions entered into by the Company are given in FormAOC-2 as Annexure III.

29. CORPORATE GOVERNANCE CERTIFICATE:

A Report on Corporate Governance alongwith a certificate regarding the compliance ofconditions of corporate governance as stipulated under Regulation 4(2) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 forms a part of this Annual Report.

30. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report which gives a detailed state of affairsof the Company’s operations form a part of this Annual Report as stipulated underRegulation 34(3) read with Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

31. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE:

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 however still the Company is making best possible effortsfor conservation of energy which assures that the computers and all other equipments ifpurchased by the Company strictly adhere to environmental standards and they make optimumutilization of energy.

During the year the total foreign exchange expenses was Rs. 217767/-.

32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company is continuously in touch with respective authorities for completion ofprocedure for transfer of funds lying unpaid or unclaimed for a period of seven years toInvestor Education and Protection Fund (IEPF).

33. 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: July 21 2016 Managing Director
[DIN: 00520892]
Bantwal Mallya
Director
[DIN: 00377057]