INDITALIA REFCON LTD.
Your Directors present the 31stAnnual Report and the Audited Accounts forthe year ended on 31st March 2017.
1. SUMMARY OF FINANCIAL PERFORMANCE DURING YEAR UNDER REPORT :
The financial results for the year ended 31st March 2017 and thecorresponding figures for the last year are as under :-
|Particulars ||2016- 2017 ||2015-2016 |
| ||Rs. in lacs ||Rs. in lacs |
|Gross Income ||0.00 ||0.02 |
|Expenses ||22.23 ||6.09 |
|Extraordinary Items ||27.57 ||- |
|Profit before Interest Depreciation & Tax ||5.34 ||(6.09) |
|Less: Finance Cost ||4.61 ||0.55 |
|Less: Depreciation & Amortization Expense || || |
|Less : Tax ||0.13 ||0.00 |
|Balance Profit/ (Loss) carried to Balance Sheet ||0.60 ||(6.62) |
The Company had no manufacturing or trading activities during the period and hasregistered net Profit of Rs.60000/- (Rupees Sixty thousand) during the period due towrite back of some provisions no longer needed.
2. AMOUNT SET ASIDE FOR TRANSFER TO GENERAL RESERVES & EPS ETC.:
No transfer has been made to General Reserve. The profit is due to write back ofprovisions and hence no comment has been offered as to Earning Per share.
The small profit was as a result of write backs and does not merit any consideration ofDividends.
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 Profit of Rs.60000/-as against a loss of Rs.6.62lacs in the previous year due towrite back of provisions.
5. CHANGE IN THE NATURE OF BUSINES :
The Company proposes to take up new business activity of manufacture sale anddistribution of Biotech and Pharma products. Company continues to be on the lookout foropportunities in the area of leasing of Refrigerated Containers.
The company has finalized Agency Agreement with four (4) Companies in United States andEurope i.e. Peninsula Laboratories International Inc. website www.penlabs.com andBiomerica Inc. website : www.Biomerica.com. Biognost Ltd Croatia website www.biognost.comand Antibody Production Services Ltd. UK website www.antibiodyproduction.co.uk to selltheir products such as Diagnostic Test Kits Antibodies Medical Reagents etc in India.
The company is also in final stage of negotiations with few more US/European companiesto sell their Antibodies and pharma products. This being new activity Company is requiredto alter its object clause suitably.
Under the provisions of Companies Act 2013 any alteration in object clause requiresspecial resolution to be passed through postal ballot which will be taken up atappropriate time.
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 annual return in Form MGT 9 isattachedas a part of this Annual Report.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
The Board of the Company continues to be led by Ms. Sujata Mital with her strongmarketing skills and is well supported by the Chief Financial Officer and other Boardmembers. Ms. Saachi Madnani (M. No. A29822) also continues as the Company Secretary andCompliance Officer.
8. DIRECTORS & KMP WHO WERE APPOINTED OR RESIGNED DURING THE YEAR UNDER REPORT :
During the year Mr. Rajindar Mital ceased to be a Director of Company w.e.f 24.01.2017due to his untimely demise. Dr. Silvano Sapeco (DIN 07567801) joined the Boards w. e. f.15.07.2016
9. APPOINTMENT OF DIRECTORS IN PLACE OF THOSE RETIRING :
Dr. Silvano Sapeco Director of the Company retires at this Annual General Meeting andbeing eligible has offered himself for re-election. A resolution is accordingly moved forthe approval of members for his appointment.
10. STRENGTHENING THE BOARD:
The Board has appointed Dr. Silvano D. Sapeco as Additional Director w.e.f 15.07.2016.He has rich experience in the field of Forensic Medicine and his skills are consideredparticularly valuable to the Board in view of new technology businesses the Company ispursuing.
The Statutory Auditors M/s. V.S. Patangia& Co Chartered Accountants shall cease tohold office at the conclusion of this Annual General Meeting by virtue of sec.139(2) ofthe Company's Act 2013. The Board recommends the appointment of Mr. Rajendrakumar I. JainChartered Accountant Mem. No. 039834 FRN No.103956W who have furnished their Consent andCertificate pursuant to Section 139(1) and 141 of the Companies Act 2013 as StatutoryAuditors of the Company for next five (5) years.
The appointment has been cleared by the Audit Committee of the Board.
12. 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.
1) Other events/developments are as under:-
a) Appointment of New Director: Mr. Mahesh Sawant (DIN No. 07782904) was appointedas Additional Director w. e. f. 20.04.2017. He has wide Experience (More than 20 years) inthe field of Manufacturing and Servicing of Machinery engineering field etc. A resolutionis accordingly moved for the approval of members for his appointment. All the requireddetails are set out in the explanatory statement u/s 102(1) of the Act as required.
b) Trading in the Company's Securities on the BSE: The Company is in the last stageof obtaining the approval of the BSE and the Order of Revocation of Suspension from theExchange shortly. On Revocation the Members will be able to trade and deal with theirsecurities on the BSE The Company has now submitted its application to NSDL forre-activating the Demat account which is expected within a short while. The company isalso in the process of identifying a Registrar and Share Transfer Agency who will takeover the maintenance of the Member's Register and related work.
13. 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 twelve (12) occasions during the financial year which are as follows:
06.04.2016 16.04.2016 30.05.2016 07.06.2016 06. 07. 2016 15.07.2016 06.09.201601.10.2016 01.12.2016 02.01.2017 16.01.2017 17.03.2017.
15. MEETINGS OF VARIOUS COMMITTEES OF THE BOARD :
Your Board has constituted the following three Committees :
a) Audit Committee
b) Nomination and 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" a part of thisAnnual Report.
The Committees held following meetings during the year:
|Name of the Committee ||Date of the Meeting: |
|Audit Committee ||30th May 2016 6th July 2016 1st |
| ||October 2016 and 2nd January 2017 |
|Nomination and Remuneration Committee ||16thApril 2016 and 15th July 2017 |
|Stakeholders' Relationship Committee ||Not required to meet during the year |
16. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(C ) OF THE CO.'S ACT2013.
The Directors state that -
In the preparation of Annual Accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any
Appropriate accounting policies have been selected and applied consistently and thejudgment and estimates made by them are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of financial year and of theProfit or Loss of the Company for the year
Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities
The annual accounts have been prepared on a going concern basis
The Directors have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
17. BOARD INDEPENDENCE AND DECLARATION BY INDEPENDENT DIRECTORS :
Based on the confirmation/disclosures recieved from the Directors and on evaluation ofthe relationships disclosed the following Non-Executive Directors are appointed asIndependent in terms of Section 149(6) of the Companies Act 2013:-
|1. Mr. Dattatreya Shankar Amonker ||DIN No 07132214 |
|2. Mr. AbhayGanpatDadarkar ||DIN No 06957764 |
The Independent Directors of the Company have made the prescribed "Declaration ofIndependence" as required under Section 149(6) and (7) of the Companies Act 2013.
18. 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.
19. COMMENTS/CLARIFICATIONS ON AUDITORS' REMARKS IN THE AUDIT REPORT /SECRETARIAL AUDITREPORT :
i) There are no qualifications reservations or adverse remarks or disclaimers made byM/s. V.S. Patangia& Co Statutory Auditors in their report made under Sec.143(3) ofthe Companies Act 2013.
ii) The Auditors have not reported any incident of fraud to the Audit Committee of theCompany in the year under review.
iii) The board comments in response to the remarks of the Secretarial Auditor are givenin Annexure I. The Company could not fulfil the requirement due to extreme financialhardship. The Board notes to comply with the same in near future.
20. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT REMUNERATION AND EVALUATIONCRITERIA :
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.
21. 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.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The details of contracts or arrangements with related parties referred to in Section188(1) entered into by the Company during the period under report are furnished in FormAOC - 2 forming part of the Report.
23. 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).
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREGIN 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 |
|Foreign exchange earnings and outgo. || |
|The Company had no transactions involving foreign currency during the year. ||: NIL |
25. RISK MANAGEMENT POLICY :
The company had no business activity during the past financial year under report.
The main business activities of the company in the new year are Distribution ofBiotechnology Products such as Diagnostic Tests Antigens antibodies Reagents PeptidesEnzymes Toxins Resins Unusual Amino acids etc. relating to medical and pharma industryand Leasing of Refrigerated Containers.
The Company has developed and implemented a risk management policy which identifiesassess monitor and mitigate major risks which may threaten the existence of the Company.The same has also been adopted and discussed by the Audit Committee and Board of Directorsof the Company and is also subject to its review from time to time. Risk mitigationprocess and measures have been also formulated and clearly spelt 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 and follow up actions thereon are reported to the AuditCommittee.
26. 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.
27. FORMAL ANNUAL EVALUATION POLICY FOR BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
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 inputs regarding future growth of Company and itsperformance
iv) Providing perspectives and feedback going beyond information provided by themanagement
v) Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequent assessmentby the Board of Directors. A member of the Board is not allowed to participate in thediscussion of his/her evaluation.
28. 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.
29. DEPOSITS :
The Company has neither accepted nor renewed any deposits during the year.
30. 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.
31. 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.
32. PARTICULARS OF ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS SWEAT EQUITY OR UNDEREMPLOYEE STOCK OPTION SCHEME ETC. :
The Company has not made any issue of equity share with differential rights or of sweatequity including under the Employee Stock Option Scheme.
33. 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.
34. 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 I to the report.
35. 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.
36. 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.
37. CEO & CFO CERTIFICATION :
Ms. SujataMital Managing Director has provided the Certificate pursuant to provisionsof Regulation 17(8) of the Listing Obligations Disclosure Requirements 2015 to the Boardwhich met on 27th May 2017 for considering the financial statements of the Co.relating to financial year ended 31st March 2017 and is appended to AnnexureIV.
38. DISCLOSURE UNDER SEC. 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 :
The company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition &Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The Company did notreceive any complaint of Sexual Harassment during the year.
The Board of Directors thanks the Investors for their patience and faith shown by themduring the past few years of extreme hardship for the Company. With entry into high growthareas the Board is confident that the company will come out of its present problems innear future.
| || |
For and on behalf of the Board
| ||Sd/- ||Sd/- |
|Place : Mumbai ||Managing Director ||Chief Financial Officer |
|Date : 3rd August 2017 ||DIN01826116 ||DIN 02501231 |