TO : THE MEMBERS INDITALIA REFCON LTD.
Your Directors present the 35th Annual Report and the Audited Accounts for the yearended on 31st March 2021.
1. SUMMARY OF FINANCIAL PERFORMANCE DURING YEAR UNDER REPORT :
The financial results for the year ended 31st March 2021 and the corresponding figuresfor the last year are as under:
| Particulars | 2020- 2021 | 2019- 2020 |
| Rs. In lacs | Rs. In lacs |
| Gross Income | 0.00 | 0.00 |
| Expenses | 4.58 | 5.50 |
| Extraordinary Items | 4.02 | 0 |
| Profit before Interest Depreciation & Tax | -0.56 | 0 |
| Less: Finance Cost | 0.00 | -5.50 |
| Less: Depreciation & Amortization Expense | | |
| Less : Tax | | |
| Balance Profit/ (Loss) carried to Balance Sheet | -0.56 | - 5.50 |
The Company had no manufacturing or trading activities during the period and hasregistered net loss of Rs.56000/- (Rupees Fifty Six thousand only).
2. AMOUNT SET ASIDE FOR TRANSFER TO GENERAL RESERVES & EPS ETC.:
The Company has incurred cash loss of Rs.0.56 Lacs and hence no comment has beenoffered as to Earning Per share. No amount is proposed to be transferred to GeneralReserve.
3. DIVIDENDS:
The Company has not proposed any dividend in view of losses.
4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIRS :
The Company had no manufacturing or trading activities during the period and has shownnet loss of Rs. Rs.56000/- (Rupees Fifty Six thousand) during the period.
5. CHANGE IN THE NATURE OF BUSINES :
The Company's proposal to start Biotech Business has not been fruitful despite bestefforts by the Board.
6. EXTRACT OF ANNUAL RETURN :
Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of the Annual Return is placed onthe website of the Company at the following linkhttp://www.ohminditalia.com/pdf/annual_report/Annual_Report_31st_March_2021.pdf
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
The Board of the Company continues to be led by Ms. Sujata Mital and is well supportedby the Chief Financial Officer and other Board members. Ms. Saachi Madnani also continuesas the Company Secretary and Compliance Officer.
8. DIRECTORS & KMP WHO WERE APPOINTED OR RESIGNED DURING THE YEAR UNDERREPORT :
During the year no changes had taken place in Board Composition.
9. APPOINTMENT OF DIRECTORS IN PLACE OF THOSE RETIRING :
Dr. Silvano D Sapeco Director of the Company retires by rotation at this AnnualGeneral Meeting and being eligible has offered himself for re-election. A resolution isaccordingly recommended for the approval of members for his reappointment.
10. AUDITORS:
The Statutory Auditors Mr. Rajendra kumar I. Jain Chartered Accountant were appointedfor 5 years w.e.f 1-04-2017. Members are requested to authorize the Board to fix theirremuneration with the approval of the Audit Committee.
11. MATERIAL CHANGES &EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this Report.
12. MEETINGS OF THE BOARD :
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The notice of Board meeting and agenda arecirculated at least a week prior to the date of the meeting and includes detailed notes onthe items to be discussed at the meeting to enable the Directors to take informeddecisions. The Board met on ten (10) occasions during the financial year which are asfollows: 11.05.2020 30.06.2020 20.07.2020 30.07.2020 31.08.2020 17.10.202013.11.2020 03.12.2020 12.01.2021 11.02.2021.
13. MEETINGS OF VARIOUS COMMITTEES OF THE BOARD :
Your Board has constituted the following Committees : a) Audit Committee b) Nominationand Remuneration Committee and c) Stakeholders' Relationship Committee.
Brief details of all the Committees along with their charters composition andfunctioning are provided in the "Report on Corporate Governance" at part C ofAnn II of this Annual Report. The Committees held following meetings during the year:
| Name of the Committee | Date of the Meeting: |
| Audit Committee | 30th July 2020 31st August 2020 |
| 13th November 2020 |
| And 11th February 2021. |
Nomination and Remuneration Committee Not required to meet during the year.
| Stakeholders' Relationship Committee | Not required to meet during the year. |
14. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 (3) (C ) OF THE CO.'SACT2013.
The Directors state that : a. In the preparation of Annual Accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any b. Appropriate accounting policies have been selected and appliedconsistently and the judgment and estimates made by them are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end offinancial year and of the Profit or Loss of the Company for the year c. Proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities d. The annualaccounts have been prepared on a going concern basis e. The Directors have laid downinternal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operatingeffectively f. The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
15. FRAUD REPORTING :
No frauds have been reported by the Auditors u/s 12 of 143(12) of Companies Act 2013.
BOARD INDEPENDENCE AND DECLARATION BY INDEPENDENT
16 . DIRECTORS :
The Independent Directors of the Company Mr. Dattatraya S.S. Amonkar
DIN No 07132214 and Mr. Abhay Ganpat Dadarkar DIN No 06957764 have made the prescribed"Declaration of Independence" as required under Section 149(7) of the CompaniesAct2013.
17. SECRETARIAL AUDIT REPORT :
The Secretarial Audit Report provided by CS Mr. J. K. Dangre Practising CompanySecretary (PCS) is appended as required under the Provisions of Sec.204(1) of theCompanies Act 2013.
18. BOARD COMMENTS/CLARIFICATIONS ON AUDITORS' REMARKS IN THE
AUDIT REPORT/SECRETARIAL AUDIT REPORT : i) There are no qualificationsreservations or adverse remarks or disclaimers made by M/s. Rajendra Jain StatutoryAuditors in their report made under Sec.143(3) of the Companies Act2013. ii) The boardcomments in response to the remarks of the Secretarial Auditor are given in Annexure I.The Company could not fulfil some of the requirement due to extreme financial hardship.
19 COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT REMUNERATION ANDEVALUATION CRITERIA:
The Co.'s has formulated a Policy for Director's appointment remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under Section 178(3) of the Companies Act 2013. The Nominationand Remuneration committee is entrusted with the task of identifying selection andrecommending to the Board as regards tenure terms remuneration etc. It is detailed inCorporate Governance Report. No remuneration is paid to any Director other than ManagingDirector and CFO.
20 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 :
The Company had not extended any loans made any investments or given guarantees orprovided any security for loans extended to third parties covered by the provisions ofsub- section (2) of Section 186 of the Companies Act 2013.
21 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no related party transactions within the meaning of Section 188(1) of theCompanies Act 2013 during the year. Hence there are no particulars to report in formAOC-2.
22 TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :
There are no dividends lying unpaid or unclaimed for a period of seven years which arerequired to be transferred to Investor Education and Protection Fund (IEPF).
23 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREGIN EXCHANGE EARNING ANDOUTGO:
| a) Conservation of energy | The Co.'s business is not energy intensive. |
| b) Technology absorption | The Co.'s business is not technology intensive. |
| c) Foreign exchange earnings and outgo. | NIL |
| The Company had no transactions involving foreign currency during the year. |
24. RISK MANAGEMENT POLICY:
The company had no business activity during the past financial year under report.
The main business activities of the company are Distribution of Biotechnology Productssuch as Diagnostic Tests Antigens antibodies Reagents Peptides Enzymes ToxinsResins Unusual Amino acids etc. relating to medical and pharma industry and Leasing ofRefrigerated Containers. The Company has developed and implemented a risk managementpolicy which identifies assess monitor and mitigate major risks which may threaten theexistence of the Company. The same has also been adopted and discussed by the AuditCommittee and Board of Directors of the Company and is also subject to its review fromtime to time. Risk mitigation process and measures have been also formulated and clearlyspelt out in the said policy.
The Company's internal control systems are commensurate with the nature of its proposedbusinesses and the size and complexity of its operations. These are routinely tested andcertified by Statutory as well as Internal Auditors. Significant audit observations andfollow up actions thereon are reported to the Audit Committee.
25. COMPANY'S POLICY ON ITS CORPORATE SOCIAL RESPONSIBILITY :
The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility are not applicable to the company.
26. MANNER OF FORMAL ANNUAL EVALUATION POLICY FOR BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS :
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas: i) Attendance of Board Meetings and Board Committee Meetings ii)Quality of contribution to Board deliberations iii) Strategic perspectives or inputsregarding future growth of Company and its performance iv) Providing perspectives andfeedback going beyond information provided by the management v) Commitment to shareholderand other stakeholder interests The process involves self-evaluation by the Board Memberand subsequent assessment by the Board of Directors. A member of the Board is not allowedto participate in the discussion of his / her evaluation.
27. CHANGES IN SHARES CAPITAL ETC.:
There were no changes in the Authorized or Issued capital of the Company. Neither hasthe Company bought back any of its securities or issued any Sweat Equity Shares Bonusshares or provided any Stock Option Scheme to the employees during the year.
28. DEPOSITS :
The Company has neither accepted nor renewed any deposits during the year.
29. VIGIL MECHANISM :
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. The Company has also provided adequate safeguards againstvictimization of employees and Directors who express their concerns. The Company has alsoprovided direct access to the Chairman of the Audit Committee on reporting issuesconcerning the interests of co employees and the Company.
30. DISCLOSURE UNDER REGULATION 34(3):
The disclosures required to be made under regulation 34(3) of LODR 2015 [Schedule V]forms part of this report as Annexure II.
31. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY JOINT VENTURE AND ASSOCIATECOMPANIES AND THEIR PERFORMANCE :
The Company has no Subsidiaries Joint Ventures or Associates companies neither has anycompany ceased to be so during the year.
32. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT :
The Management's Discussion and Analysis Report for the year under review stipulatedunder LODR 2015 forms Para B of Annexure II to the report.
33. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year NO orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations.
34. DETAILS OF DIRECTORS AND EMPLOYEES SALARIES UNDER SEC.197(12) OF THE ACT :
The details prescribed under Sec.197(12) and Rule 5(1) of the Co.'s (Appt. andRemuneration of Managerial Personnel) Rules are given in "Annexure III.
35. CEO & CFO CERTIFICATION :
Ms. Sujata Mital Managing Director DIN 01826116 and Mr. Navin Sheth Director &CFO DIN No.02501231 have provided the Certificate pursuant to provisions of Regulation17(8) of the Listing Obligations Disclosure Requirements 2015 to the Board which met on6th September 2021 for considering the financial statements of the Co. relating tofinancial year ended 31st March 2021 and is appended at Annexure IV.
36. DISCLOSURE UNDER SEC. 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 :
Since the company has less than 10 workers the provisions relating to constitution ofan Internal Complaints Committee under the above Act are not applicable to the Company.
37. ACKNOWLEDGEMENTS:
The Board of Directors thanks the Investors for their patience and faith shown by themduring the period of extreme hardship for the Company.
| For and on behalf of the Board | |
| Sd/- | Sd/- |
| Place : Mumbai | Managing Director | Chief Financial Officer |
| Date : 06 /09/2021 | DIN 01826116 | DIN 02501231 |
