Your Directors have pleasure in presenting 63rd Annual Report together with the AuditedFinancial Statements for the financial year ended 31st March 2019.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31 2019 is summarizedbelow:
(Amount in Rs. Lakhs)
| ||Current Year ||Previous Year |
| ||(2018-19) ||(2017-18) |
|Total Revenue ||233.03 ||145.91 |
|Profit / (Loss) before Interest Depreciation Exceptional / Extraordinary Items Tax & Amortizations (EBITDA) ||10.55 ||4.22 |
|Interest/Finance Cost (Net) ||- ||1.34 |
|Depreciation ||9.30 ||9.73 |
|Profit/(Loss) before Exceptional / Extraordinary items & tax ||1.25 ||(6.85) |
|Exceptional / Extraordinary expenses ||11.00 ||-- |
|Profit/(Loss) before Tax ||12.25 ||(6.85) |
|Tax Adjustments (Net) ||-- ||-- |
|Profit/(Loss) after Tax ||12.25 ||(6.85) |
2. STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE:
During the year the Company has earned revenue of Rs 233.03 Lakhs as against that ofRs. 145.91 Lakhs. After exceptional income and absorbing all overheads cost interest anddepreciation the operation has resulted into Net Profit of Rs. 12.25 Lakhs as against lossof Rs. 6.85 Lakhs in the previous year. The Net Profit of the Company after tax is of Rs.12.25 Lakhs as against of Loss of Rs. 6.85 Lakhs in the previous financial Year.
The Company has successfully established trading export business for chemicals and isnow concentrating to scale up the same with focus to develop export trading and indentingbusiness of chemicals in USA and European market. Currently tariff war situation betweenUSA and China slowdown in European market fear of international recession and forexvolatility are key challenges for the growth of the business of the Company. Themanagement is concentrating to develop and establish sustainable export market forPigments and Specialty Chemical products having good potentiality for volume business on asustainable basis and barring unforeseen circumstances the management is confident ofachieving higher turnover and margins in due course of the time.
4. CHANGE IN NATURE OF BUSINESS IF ANY:
During the Financial Year 2018-19 the Company has not changed its nature of business.
The Company has re-aligned its Main Objects of the Memorandum of Association of theCompany in line with the Companies Act 2013 and started the business of Trading intochemicals and marketing support services.
No dividend has been recommended for the current financial year.
6. TRANSFER TO RESERVES:
During the year under review The Company has not transferred any amount to the generalreserve.
7. SHARE CAPITAL:
As on 31st March 2019 the Share Capital structure of the Company stood as follows:
|Particulars ||No of Shares ||Amount |
|Authorized Share Capital || || |
|Equity Shares of Rs. 10/- each ||5000000 ||50000000 |
|Zero Coupon Redeemable Preference Shares of Rs. 100/- each ||400000 ||40000000 |
|Total ||5400000 ||90000000 |
|Issued Subscribed and Paid up Share Capital || || |
|Equity Shares of Rs. 10/- each ||3337633 ||33376330 |
|Zero Coupon Redeemable Preference Shares of Rs. 100/- each ||90000 ||9000000 |
|Total ||3427633 ||42376330 |
During the year under review the Company has not issued any Shares with or withoutdifferential rights or Debentures or any other securities by way of Public offer PrivatePlacement Preferential allotment Rights issue Bonus Issue Sweat Equity Shares andEmployee Stock Option Scheme or in any such other manners.
As the members are aware the Company's Equity shares are compulsorily tradable inelectronic form. As on 31st March 2019 79.11% of the Company's total paid up equitycapital representing 2640733 Equity shares are in dematerialized form.
The SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 mandatethat the transfer except transmission and transposition of securities shall be carriedout in dematerialized form only with effect from 1st April 2019. In view of the numerousadvantages offered by the Depository system as well as to avoid frauds members holdingshares in physical mode are advised to avail of the facility of dematerialization fromeither of the depositories. The Company has directly as well as through its RTA sentintimation to shareholders who are holding shares in physical form advising them to getthe shares dematerialized.
8. SEGMENT WISE PERFORMANCE:
The Company has only one reportable segment of activity i.e. "Chemicals" inaccordance with the definition of "Segment" as per the IND AS. The performanceof the Company is discussed separately in this Report.
9. SUBSIDIARIES JOINT VENTURES & ASSOCIATES:
Your Company doesn't have any Subsidiaries Joint Ventures and Associates.
10. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report as required under Regulation 34 andSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms an integral part of this Report and provides overview of the business and operationsof the Company.
11. PUBLIC DEPOSITS:
The Company has not accepted any public deposits nor any amount of principal orinterest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014 for the financial yearended.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January2019 amending the Companies (Acceptance of Deposits) Rules 2014 the Company is requiredto file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 foroutstanding receipt of money/loan by the Company which is not considered as deposits.
The Company has already been complied with this requirement within the prescribedtimelines.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF REPORT:
There were no material changes and commitments which has affected the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
13. CORPORATE GOVERNANCE:
Compliances with the Corporate Governance requirements under Regulation 34 and ScheduleV stipulated under the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are not mandatory to the Company. However asgood governance the Company has voluntarily disclosed the Compliance requirements to thebest practical extent. Accordingly the Management Discussion and Analysis and theCorporate Governance Report on compliance are attached along with the Annual Report.
14. INDUSTRIAL RELATIONS:
The relationship with employees at all level remained cordial and harmonious during theyear. We appreciate for committed contribution made by employees of the Company at all thelevels to sustain during the challenging business scenario.
15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT OF THE COMPANY:
In accordance with the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 The Board of Directors has formulated the Nomination and Remuneration Policy on thebasis of recommendations made by the Nomination and Remuneration Committee. The salientaspects covered in the Nomination and Remuneration Policy has been outlined in theCorporate Governance Report which forms part of this Report. The Policy is also availableon the website of the Company www.Nanavatigroup.com/IEL .
16. BOARD DIVERSITY:
The Company recognizes the importance of a diverse Board in its process. We believethat a truly diverse Board will leverage differences in thought perspective knowledgeskill regional and industry experience cultural and geographical background ageethnicity race and gender which will help to provide better directions and supervision tothe affairs of the Company. The Board has adopted the Board diversity policy which setsout the approach to diversity of the Board of Directors. The Policy is also available onthe website of the Company www.Nanavatigroup.com/IEL.
17. PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors as required under Section 197(12) of the Companies Act 2013 and Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in "Annexure [A]"that forms part of this Report
In view of losses and scaled down business operations of the Company Shri PriyamJhaveri Chairman & Managing Director of the Company has forgone his managerialremuneration in terms of agreement between him and the Company.
No employee of the Company was in receipt of remuneration more than the limitsspecified under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 during the financial year ended 31st March 2019.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
No Directors has been appointed during the financial year ended on 31st March 2019.
Further the Company has appointed Mr. Arpit J. Vyas as Company Secretary andCompliance Officer of the Company w.e.f 12th February 2019.
Pursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of your Company Smt. Gayatri Priyam Jhaveri (DIN: 00046145) Non-Executiveand Non-Independent Director of the Company is liable to retire by rotation at the ensuingAGM and being eligible offered herself for reappointment.
Appropriate resolution for his re-appointment is being placed for your approval at theensuing AGM. The brief resume of Smt. Gayatri Priyam Jhaveri (DIN: 00046145) and otherrelated information has been detailed in the Notice forming part of this Annual Report.
Your Directors recommend her re-appointment as Non-Executive and Non IndependentDirector of your Company.
Mr. Amit Bansilal Shah (DIN: 00197377) and Mr. Asit Dhankumar Javeri (DIN: 00268114)were appointed as Independent Directors of the Company with effect from 16th September2014 to 15th September 2019. Pursuant to the recommendation of the Nomination andRemuneration Committee the Board at its Meeting held on 10th August 2019 has approvedthe appointment of Mr. Amit Bansilal Shah (DIN: 00197377) and Mr. Asit Dhankumar Javeri(DIN: 00268114) for a further term of five years from 16th September 2019 to 15thSeptember 2024 subject to the approval of shareholders through Special Resolution.
Based on their skills experience knowledge and report of their performanceevaluation the Board was of the opinion that their association would be of immensebenefit to the Company and it would be desirable to avail their services as IndependentDirectors.
The notice convening the 63rd AGM includes the proposal for re-appointment ofIndependent Directors.
During the Financial Year 2018-19 Mr. Priyam S. Jhaveri has been re-appointed asManaging Director of the Company for further period of 5 years w.e.f 01st September 2018.The Shareholders of the Company has approved the said re-appointment at the 62nd AnnualGeneral Meeting held on 20th September 2018.
Retirements and Resignations along with facts of resignation:
During the financial year 2018-19 no Director has been resigned from the office ofDirectorship of the Company.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Companies Act 2013 Shri PriyamShantilal Jhaveri Chairman & Managing Director Shri Anil Ravindrakumar Kapoor ChiefFinancial Officer and Mr. Arpit Jayantibhai Vyas Company Secretary & ComplianceOfficer are the Key Managerial Personnel of your Company.
Annual Evaluation of Board's Performance:
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report.
Declaration of Independence:
Your Company has received declaration from all the Independent Directors under Section149(7) of the Companies Act 2013 confirming that they fulfill the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013 read with theSchedules and Rules issued thereunder as well as under Regulation 16(b) of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
Familiarization Program for Independent Directors
At the time of the appointment of an Independent Director the Company issues a formalletter of appointment outlining his/ her role function duties and responsibilities.Further the Independent Directors are introduced with the corporate affairs newdevelopments and business of the Company from time to time. The Familiarization program isalso available on the website of the Company www.Nanavatigroup.com/IEL.
19. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as consequences ofviolation. The Policy has been formulated to regulate monitor and ensure reporting ofdeals by the employees and to maintain the highest ethical standards of dealing in theCompany's Shares. The Code is also available on the website of the Companywww.Nanavatigroup.com/IEL.
The Company has adopted the amended Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition ofInsider Trading) Regulation 2015 (as amended). The same has been filed with the BSELimited and also uploaded on the website of the Company.
20. COMMITTEES OF THE BOARD:
As on 31st March 2019 the Board of Directors has following committees:
a. Audit committee
b. Nomination and Remuneration committee
c. Stakeholder's relationship committee
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
As on 31st March 2019 the Audit Committee comprised of Four Independent Directorsnamely Shri Asit D. Javeri Shri Ankur M. Maneck Shri Amit B. Shah and Shri Kavin D.Dave.
All members of the Audit Committee possess good knowledge of accounting and financialmanagement. The Chairman and Managing Director of the Company Chief Financial Officerthe Internal Auditors and Statutory Auditors are regularly invited to attend the AuditCommittee Meetings.
The Company Secretary is the Secretary to the Committee. The Internal Auditor reportsto the Chairman of the Audit Committee. The significant audit observations and correctiveactions as may be required and taken by the management are presented to the AuditCommittee. The Board has accepted all recommendations made by the Audit Committee fromtime to time
21. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE MEETINGS:
The details of the number of Board and Committee Meetings of your Company along withthe composition and attendance of the Directors and Members at such meetings are set outin the Corporate Governance Report which forms part of this Report. The time gap betweenthe two meetings was in accordance with the requirements. All the information required tobe furnished to the Board was made available along with detailed Agenda.
22. DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 134(3) (c) of the Companies Act 2013 the Directors herebyconfirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed and there are no materialdepartures from the same;
(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 your Company as at 31st March 2019 and of the profitand loss statement of the Company for the financial year ended 31st March 2019;
(c) proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the annual accounts have been prepared on a 'going concern' basis;
(e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and operating effectively;and
(f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
23 EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "Annexure[B]" and form an integral part to this Report.
The copy of Form MGT 9 is also uploaded on the website of the Companywww.Nanavatigroup.com/IEL.
24. RELATED PARTY TRANSACTIONS:
During the financial year 2018-19 all transactions entered into with the RelatedParties as defined under Section 2(76) of the Companies Act 2013 read with the Companies(Specification of Definitions Details) Rules 2014 and Regulation 23 of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 were in the ordinary course of the business and carried on an arm's length basis.
The Company has a process in place to periodically review and monitor Related PartyTransactions. The Audit Committee has approved all related party transactions for the FY2018-19 and estimated transactions for FY 2019-20.
The disclosure of related party transactions as required under Section 134(3) (h) ofthe Companies Act 2013 in the Form AOC-2 is set out herewith as "Annexure[C]" and forms an integral part to this Report
25. PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS:
The Company has disclosed the full particulars of the loans given investments made orguarantees given or security provided as required under section 186 of the Companies Act2013 Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 in Notes forming part of the financial statements.
26. RISK MANAGEMENT:
At present the company has no material and identified any element of risk which maythreaten the existence of the company. However the current volatile forex market andthreat of international tariff war between USA and China are key concerns for the futurebusiness growth of the Company.
All the properties and insurable interest of the Company are adequately insured.
27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Board of Directors has formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177 (10) of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The policy provides for aframework and process whereby concerns can be raised by its employees against any kind ofdiscrimination harassment victimization or any other unfair practice being adoptedagainst them. The Code is also available on the website of the Companywww.Nanavatigroup.com/IEL.
28. CORPORATE SOCIAL RESPONSIBILITY:
At present your Company does not falls under the purview of the criteria specifiedunder Section 135(1) of the Companies Act 2013 therefore constitution of CSR Committeeand spending on CSR activities are not applicable to the Company.
29. AUDITORS AND AUDITORS' REPORT:
At the 60th Annual General Meeting held on 22nd September 2016 M/s. Patkar &Pendse Chartered Accountants (Registration No. 107824W) were appointed as statutoryauditors of the Company to hold office till the conclusion of the 65th Annual GeneralMeeting to be held in the calendar year 2021.
Further in terms of Clause 40 of the Companies (Amendment) Act 2017 which wasnotified vide Notification dated S. O. 1833 (E) dated 07th May 2018 and effective fromthat date the Proviso of Section 139 (1) relating to ratification of Appointment ofAuditors at every Annual General Meeting of the Company has been omitted and therequirement of Ratification of Auditors Appointment is no longer required as per theCompanies Act 2013.
Therefore the resolution for ratification of Appointment of Statutory Auditors M/sPatkar and Pendse Chartered Accountants has not been provided for the approval of theShareholders and not formed as a part of Notice of the 63rd AGM of the Company
The appointment of Cost Auditor for the Company is not applicable to the Company.
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 Mr. Kunal Sharma Practicing Company Secretary to conduct the SecretarialAudit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure- [D]" to this Report.
30. EXPLANATION ON AUDITORS REPORT:
The notes to the accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any separate or further comments or explanations.
With reference to the observations in the Secretarial Audit Report in respect ofNon-Appointment of Whole-Time Company Secretary we wish to mention that the Company hasappointed a Whole-Time Company Secretary and Compliance Officer w.e.f 12th February 2019.
31. FRAUDS REPORTED BY AUDITORS:
No frauds are reported by the Auditors which fall under the purview of sub section (12)of Section 143 of the Companies Act 2013.
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
In view of no manufacturing activity in the Company the information required underSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 withrespect to the information on conservation of energy technology absorption are notapplicable.
Information of Foreign Exchange Earning and expenses for the financial year 2018-19 isprovided below:
|Particulars ||2018-19 ||2017-18 |
|Earnings in Foreign Currency || || |
|Export of Goods ||19918727 ||11831000 |
|Expenditure in Foreign Currency ||NIL ||NIL |
33. INTERNAL FINANCIAL CONTROLS:
The Company has adequate internal controls and checks in commensurate with its size andactivities. The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.
35. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.
36. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of your Company and its futureoperations.
37. CHANGE IN NAME OF THE COMPANY:
During the Year the Company has changed its name from Indian Extractions Limited to"IEL Limited". The Board has approved the change in name at their meeting heldon 13th August 2018 and subsequently approved by the Shareholders of the Company at the62nd Annual General Meeting held on 20th September 2018.
The BSE Limited has given the In-principal approval for change of name vide letterdated 04th January 2019 and the Company has received the approval for change of name videfresh certificate of Incorporation consequent to name change of the Company dated 21stJanuary 2019 and got the confirmation from BSE Limited on 31st January 2019.
The Company has already send the necessary intimations/modifications in the change inname of the Company in various government departments authorities and stakeholders.
Your Directors wish to place on record their appreciation for the continued supportreceived from stakeholders employees at all levels vendors customers bankersconsultants and all associates of the Company.
| ||By order of the Board of Directors |
| ||For IEL Limited (Formerly known as Indian Extractions Limited) |
|10th August 2019 ||Priyam S. Jhaveri |
|Mumbai ||Chairman & Managing Director |
| ||DIN - 00045038 |