INDO AMINES LIMITED
The Board of Directors are pleased to present the 28th Annual Report ofthe Company along with the audited financial statements (standalone and consolidated) forthe financial year ended on 31st March 2021.
1. FINANCIAL RESULTS:
|Particulars || |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Gross Total revenue ||53935.43 ||47230.02 ||54053.21 ||47874.84 |
|Profit before tax and exceptional item ||4307.50 ||1867.79 ||4898.83 ||1834.03 |
|Profit for the year (after tax and attributable to shareholders) ||3304.78 ||1379.28 ||3754.31 ||1281.49 |
|Other Comprehensive Income for the year ||24.02 ||(67.46) ||24.47 ||(67.46) |
|(not to be reclassified to P&L) || || || || |
|Other Comprehensive Income for the year || || || || |
|(to be reclassified to P&L) || || || || |
|Surplus brought forward from last balance sheet ||6562.21 ||5616.36 ||6688.18 ||5797.63 |
|Profit available for appropriation ||3328.81 ||1311.82 ||3778.78 ||1214.03 |
|Appropriations: || || || || |
|Dividend ||(530.23) ||(333.49) ||(530.23) ||(333.49) |
|Tax on Dividend || ||(68.57) || ||(68.57) |
|Other ||29.28 ||36.10 ||(39.84) ||78.58 |
|Surplus carried forward ||9390.07 ||6562.22 ||9896.89 ||6688.18 |
2. COMPANY PERFORMANCE: Standalone:
During the financial year 2020-2021 total revenue of the Company onstandalone basis is Rs. 53935.43/- lakhs as against Rs. 47230.02/- lakhsin the previous year. Profit Before Tax of Rs.4307.50/- lakhs as against Rs. 1867.79/-lakhs in the previous year Profit After Tax of Rs. 3328.80/- lakhs as against Rs.1311.82/- lakhs in the previous year.
During the financial year 2020-2021 total revenue of the Company onconsolidated basis is Rs. 54053.21/- lakhs as against Rs. 47874.84/- lakhsin the previous year. Profit before Tax of Rs. 4898.83/- lakhs as against Rs. 1834.03/-lakhs in the previous year Profit after Tax of Rs. 3778.78/- lakhs as against Rs.1214.03/- lakhs in the previous year.
3. CONSOLIDATED FINANCIAL STATEMENTS:
As per Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 and applicable provisions of the Companies Act 2013 readwith the rules made thereunder the Consolidated Financial Statements of the Company forthe financial year 2020-21 have been prepared in compliance with applicable AccountingStandards and on the basis of audited financial statements of the Company itssubsidiaries and associate companies as approved by the respective Board of Directors.The Consolidated Financial Statements together with the Auditors' Report form part ofthis Annual Report.
During financial year 2020-21 the Company did not accept any depositwithin the meaning of sections 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014.
The Board of Directors at their meeting held on 28th June 2021 haverecommended payment of Rs. 0.60/- (Rupees Sixty Paise) (6%) per equity share of theface value of Rs. 10/- (Rupee Ten only) each as final dividend for the financialyear ended 31st March 2021. The total final dividend payout will amount to Rs. 21209268/-The payment of final dividend is subject to the approval of the shareholders at theensuing Annual General Meeting (AGM') of the Company.
During the year under review the Board of Directors of the Company attheir meeting held on 5th February 2021 declared an Interim dividend of Rs. 0.50/-(Rupees paise Fifty only) (5%) per equity share of the face value of Rs. 10/-(Rupee Ten only) each. The interim dividend was paid to the shareholders on 20th February2021.
The Dividend will be paid to the Shareholders whose names appear in theRegister of Members of the Company as on 30th July 2021. The Shareholders of your Companyare requested to note that the Income Tax Act 1961 as amended by the Finance Act 2020mandates that dividends paid or distributed by a Company after 1st April 2020 shall betaxable in the hands of the Shareholders. The Company shall therefore be required todeduct Tax at Source (TDS) at the time of making payment of the final dividend. In orderto enable your Company to determine and deduct the appropriate TDS as applicable theShareholders are requested to read the instructions given in the Notes to the Noticeconvening the 28th (Twenty Eighth) Annual General Meeting of the Company forming a partof this Annual Report.
6. TRANSFER TO RESERVE:
The Company has not transferred any amount to the Reserve for thefinancial year ended March 31 2021.
7. CORPORATE RESTRUCTURING:
In the meeting held on September 25 2018 the Board of Directors ofthe Company had approved a draft Scheme of Amalgamation of the core Chemicals (Mumbai)Private Limited and Key Organics Private Limited (a Wholly Owned Subsidiary of theCompany) with Indo Amines Limited considering the Appointed Date for the Scheme as April01 2018. The draft scheme has received the No Objection Letter from BSE Ltd vide theirletter dated March 15 2019. The draft scheme has been submitted to Hon'ble NCLTMumbai Bench for their approval and the same has been approved by Hon'ble NCLTMumbai bench vide its order dated April 24 2020 approving the appointed date for thescheme as April 01 2018.
Further the Company has allotted 2000000 Equity Shares of Rs. 10/-each pursuant to Scheme of Amalgamation of Core Chemicals (Mumbai) Private Limited and KeyOrganics Private Limited with Indo Amines Limited. The Company has received the Listingapproval from BSE Limited on 2nd February 2021.
8. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANYS:
As on 31st March 2021 the Company had the following subsidiaries& Associate Companies.
|No. ||Name of Companies/Body Corporate ||Status |
|. ||Indo Amines (Malaysia) SDN BHD ||Subsidiary |
|2. ||Indo Amines Americas LLC ||Subsidiary |
|3. ||Indo Amines (Changzhou) Co. Ltd ||Subsidiary |
|4. ||Indo Amines (Europe) Ltd. ||Subsidiary |
|5. ||Ashok Surfactants Private Limited ||Subsidiary |
Accordingly the consolidated financial statements of the Company andall its subsidiaries companies prepared in accordance with Ind AS 110 as specified in theCompanies (Indian Accounting Standard) Rules 2015 form part of the Annual Report.Furthermore a statement containing the salient features of the financial statements ofthe company's subsidiaries in the prescribed Form AOC-1' is attached asAnnexure I' forms part of the Board's report.
In accordance with third proviso of Section 136(1) of the CompaniesAct 2013 the Annual Report of the Company containing therein its standalone andconsolidated financial statements has been placed on the website of the Companywww.indoaminesltd.com Further as per fourth proviso of the said section audited annualaccounts of each of the subsidiary companies have also been placed on the website of theCompany. The Policy for determining material subsidiary is uploaded on the website of theCompany and can be access on the company's website www.indoaminesltd.com Pursuant tonotification issued by Ministry of Corporate Affairs dated February 16 2015 notifyingthe Companies (Indian Accounting Standards) Rules 2015 the Company has adopted IndianAccounting Standards (Ind-AS) with effect from April 1 2017.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mrs. Bharati Palkar (DIN: 00136185) Whole Time Director and Dr. DeepakKanekar (DIN: 02570268) Non- Executive Director of the Company is liable to retire byrotation at the forthcoming Annual General Meeting and being eligible offers themselvesfor re-appointment. Your directors recommend their re-appointment.
During the year following are the changes in Directors and KeyManagerial Personnel of the Company:
Re-Appointment of Mrs. Bharati Palkar (00136185) as a Whole TimeDirector:
During the year the Company has re-appointed Mrs. Bharati Palkar(00136185) as a Whole Time Director of the Company for the period of three years witheffect from 20th July 2020 to 19th July 2023 liable to retire by rotation. Further thecompany has taken the approval of shareholders by way of Special Resolution in 27th AnnualGeneral Meeting (AGM') which was held on 28th September 2020.
Re-appointment of Mr. Keyur Chitre (DIN: 07800503) as a Whole TimeDirector:
During the year the Company has re-appointed Mr. Keyur Chitre (DIN:07800503) as Whole Time Director of the Company for a period of three years with effect29th December 2020 to 28th December 2023 liable to retire by rotation. Further thecompany has taken the approval of shareholders by way of Special Resolution in 27th AnnualGeneral Meeting (AGM') which was held on 28th September 2020.
Appointment of Mr. Salim Memon (DIN: 00903766) as a Non-ExecutiveDirector:
During the year the Company has re-appointed Mr. Salim Memon (DIN:00903766) as Non-Executive Director of the Company with effect from 29th December 2020liable to retire by rotation. Further the company has taken the approval of shareholdersby way of Special Resolution in 27th Annual General Meeting (AGM') which washeld on 28th September 2020.
Appointment of Mr. Nandan Khambete (DIN-008963471) as an Additional(Non-Executive) Director of the Company:
During the year the Company has appointed Mr. Nandan Girish Khambete(DIN- 008963471) an Additional Director (Non-Executive) of the Company with effect from17th November 2020 who shall hold office upto the ensuing Annual General Meeting of theCompany.
10. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each IndependentDirector under Section 149 (7) of the Companies Act 2013 that they meets the criteria ofindependence laid down in Section 149 (6) of the Companies Act 2013 along withdeclaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment andQualification of Directors) Rules2014. They have also furnished the declaration pursuantto Regulation 25(8) of the Listing Regulations affirming compliance to the criteria ofIndependence as provided under Regulation 16(1)(b) of the Listing Regulations. TheIndependent Directors have individually confirmed that they are not aware of anycircumstances or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties with an objective independentjudgment and without any external influence. Based on the declarations and confirmationsof the Independent Directors and after undertaking due assessment of the veracity of thesame the Board of Directors recorded their opinion that all the Independent Directors areindependent of the Management and have fulfilled all the conditions as specified under thegoverning provisions of the Companies Act 2013 and the Listing Regulations. .
Further the Independent Directors have also confirmed that they havecomplied with the Company's code of conduct.
11. STATEMENT OF BOARD OF DIRECTORS:
The Board of Directors of the Company are of the opinion that all theIndependent Directors of the Company including new appointment possesses highest standardof integrity relevant expertise and experience required to best serve the interest of theCompany.
12. BOARD MEETINGS HELD DURING THE YEAR:
During the year Four (4) meetings of the Board of Directors were held.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and SEBI (LODR) Regulations 2015 along with circulars and regulationsissued under as amended from time to time in this regard. The details of the meetings andattendance of directors are furnished in the Corporate Governance Report which forms partof this Annual Report attached as Annexure - VII' to the Board'sReport.
13. COMMITTEES OF THE BOARD:
The Board currently has Four (4) mandatory committees under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 namely:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
All the recommendations of the above Committee's has been acceptedby the Board. A detailed update on the Board its Committees its composition detailedcharter including terms of reference of various Board Committees number of board andcommittee meetings held and attendance of the directors at each meeting is provided in theCorporate Governance Report which forms part of this Annual Report.
14. NOMINATION AND REMUNERATION POLICY:
Pursuant to the provisions of Section 178 of the Act and Regulation 19of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and on therecommendation of the Nomination & Remuneration Committee the Board has adopted theNomination & Remuneration Policy for selection and appointment of Directors SeniorManagement including Key Managerial Personnel (KMP) and their remuneration. The details ofRemuneration Policy are stated in the Corporate Governance Report. The details of thispolicy have been posted on the website of the Company available athttp://www.indoaminesltd.com/Investors/ Policies
15. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS:
In compliance with the provisions of Section 134(3)(p) of the Act andRule 8(4) of the Companies (Accounts) Rules 2014 the Board carried out an annualevaluation of its own performance that of individual Directors and as also Committees ofthe Board. Board has carried out an annual evaluation of its own performance BoardCommittees and Individual Directors and Chairperson. The evaluation process inter aliaconsiders attendance of Directors at Board and committee meetings acquaintance withbusiness communicating inter se board members effective participation domain knowledgecompliance with code of conduct vision and strategy etc. which is in compliance withapplicable laws regulations and guidelines. The performance of each Committee wasevaluated by the Board based on the report of evaluation received from respective BoardCommittees.
The performance evaluation of the Independent Directors was alsocarried out by the entire Board excluding the Director being evaluated. The performanceevaluation of the Chairman and the Non Independent Directors was carried out by theIndependent Directors at their separate meeting held on 30th March 2021. The Board ofDirectors expressed their satisfaction with the evaluation process. The details of theevaluation process are set out in the Policy on Board Evaluation of the Company and thesame is available on the Company's website athttp://www.indoaminesltd.com/Investors/Policies
16. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of Regulation 25(7) of the ListingRegulations the Company has put in place a Familiarization Programme for the IndependentDirectors to familiarize them with the Company their roles rights responsibilities inthe Company nature of the industry in which the Company operates business model etc. Thedetails of training and familiarization Programme have been provided under the CorporateGovernance Report.
17. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis Report forms part of the Board's Report is annexed herewithas
Annexure - III'.
18. CORPORATE GOVERNANCE:
As required by Chapter IV read with Schedule V Part C of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are part on CorporateGovernance form part of this Annual Report as Annexure - VII'
19. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act 2013 (including anystatutory modification(s) or re-enactment(s) for the time being in force) the Board ofDirectors of your Company confirm that;
i. In the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;
ii. the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31st March 2021and of the profit/loss of the Company for the year 1st April 2020 to 31st March 2021.
iii. the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. the Directors have prepared the annual accounts on a goingconcern' basis;
v. the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and.
vi. the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
20. AUDIT REPORTS AND AUDITORS: Statutory Auditor:
M/s. Sanjay M. Kangutkar& Associates Chartered Accountants(FRN:117959W) were appointed as Statutory Auditors of the Company at the 24th AnnualGeneral Meeting till the conclusion of the Annual General Meeting to be held for thefinancial year ended 31st March 2022 in the Financial Year 2022-2023. Pursuant to MCAvide circular dated May 7 2018 the members are not required to ratify appointment ofStatutory Auditors at every Annual General Meeting. However the auditors have confirmedtheir eligibility limits as prescribed in the Companies Act 2013 and that they are notdisqualified from continuing as Auditors of the Company.
The Auditors' Report for the financial year ended 31st March 2021on the financial statements of the Company forms a part of this Annual Report. There is noqualification reservation adverse remark disclaimer or modified opinion in theAuditors' Report which calls for any further comments or explanations.
Pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 and the Companies (Cost Records and Audit)Rules 2014 the cost records are required to be maintained by your Company and the sameare required to be audited. The Company accordingly maintains the required cost accountsand records.
Your Board of Directors had on recommendation of the Audit Committeeat its Meeting held on 20th July 2020 re-appointed M/s. Gangan & Company CostAccountants (FRN:100651) as the "Cost Auditors" of the Company for the FinancialYear 2020-21.
Further your Board of Directors has upon recommendation of the AuditCommittee at its Meeting held on 28th June 2021 re-appointed M/s. Gangan & CompanyCost Accountants (FRN:100651 as the "Cost Auditors" of your Company for theFinancial Year 2021-22 subject to ratification of their remuneration at the ensuing 28th(Twenty Eighth) AGM. There is no qualification reservation adverse remark disclaimer ormodified opinion in the Report which calls for any further comments or explanations.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourBoard of Directors had on recommendation of the Audit Committee at its Meeting held on20th July 2020 appointed M/s. AVS & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the Financial Year 2020-21.
The Secretarial Audit Report for the financial year ended March 312021 is annexed herewith as Annexure II' form parts of theBoard's Report.
The observations given by Secretarial Auditor in their report for thefinancial year ended March 31 2021 are self-explanatory except the following:
|Observations ||Reply to the observations |
|1. Disclosures under Reg. 7(2)(a) of SEBI (Prohibition of Insider Trading) Regulations 2015 not received from Marvel Indenting Private Limited the promoter group Company for encumbrances of shares during audit period. However the Company has filed the said disclosure suo-moto to the stock exchange. ||1. Marvel Indenting Private Limited (Marvel') Promoter Group Company is taking its investment decisions independently. The Company was not aware about encumbrances of shares undertaken by Marvel and as soon as the company becomes aware from information by RTA the company has filed requisites disclosures to the stock exchange immediately. |
|2. Mr. Nishikant Sule has continued as Non-Executive Independent Director on the Board of Directors of the Company till 31st March 2021 without a special resolution being proposed and passed to that effect by the members of the Company under Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. ||2. The Company has received resignation letter from Mr. Nishikant Sule for his cessation from the office of director of the Company w.e.f. 3rd June 2021 and the same has been intimated to the stock exchange/ ROC and he is not associated with the company as on date of Board Report. |
Pursuant to the provisions of Section 138 of the Companies Act 2013and rules made there under (including any amendment(s) modification(s) or re-enactment(s)thereof for the time being in force) the Board of Directors of the Company onrecommendation of Audit Committee at their meeting held on 20th July 2020 had appointedM/s. V. V Rane & Co. Chartered Accountants as an Internal Auditors of the Company forthe Financial Year 2020-2021 to conduct Internal Audit of the Company. Further yourBoard of Directors has upon recommendation of the Audit Committee at its Meeting held on28th June 2021 reappointed M/s. V. V Rane & Co. Chartered Accountants as anInternal Auditors of the Company for the Financial Year 2021-22.
21. EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company as on 31st March 2021 in Form MGT - 7in accordance with Section 92(3) of the Act read with the Companies (Management andAdministration) Rules 2014 is available on the website of the Company athttp://www.indoaminesltd.com/Investors/Policies
22. RELATED PARTY TRANSACTIONS:
In line with the requirements of the Companies Act 2013 and amendmentto the Listing Regulations the Company has formulated a revised Policy on Related PartyTransactions for the purpose of identification and monitoring of such transactions. Thepolicy on related party transactions is available on the Company's website athttp://www.indoaminesltd.com/Investors/Policies All related party transactions are placedbefore the meeting(s) of Audit Committee for its review and approval. Prior/Omnibusapproval of the Audit Committee is obtained on an annual basis for a financial year forthe transactions which are of a foreseen and repetitive in nature. The statement givingdetails of all related party transactions entered into pursuant to the omnibus approvaltogether with relevant information are placed before the Audit Committee for review andupdated on quarterly basis. All Related Party Transactions entered during the year were inOrdinary Course of the Business and at Arm's Length basis. During the year underreview the Company has not entered into any contracts/ arrangements/ transactions withrelated parties which qualify as material in accordance with the Policy of the Company onmateriality of related party transactions. Hence the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in FormAOC-2' is not applicable.
The details of such related party transactions are available in theNotes to the Standalone financial statements section of this Annual Report. As well asRelated Party Transactions for the Half Year ended 30th September 2020 and 31st March2021 are available on the website of the Company at http://www.indoaminesltd.com
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGEEARNINGS AND OUTGO :
In compliance with provisions of Section 134(3)(m) of the Act and Rule8 of the Companies (Accounts) Rules 2014 the information pertaining to conservation ofenergy technology absorption and foreign exchange earnings and outgo for the year ended31st March 2021 are given in Annexure IV' and forms part of theBoard's Report.
24. LOANS AND INVESTMENTS:
Details of loans guarantees and investments made under the provisionsof Section 186 of the Companies Act 2013 read with the Companies (Meetings of Board andits Powers) Rules 2014 as on 31st March 2021 are set out in Note to the StandaloneFinancial Statements have been disclosed in the forming part of this Annual Report.
25. RISK MANAGEMENT POLICY:
As per provisions of the Companies Act 2013 and as part of goodCorporate Governance the Company has laid down the procedures to inform to the Boardabout the risk assessment and minimization procedures and the Board shall be responsiblefor framing implementing and monitoring the risk management plans for the Company. Themain objective is to ensure sustainable business growth with stability and to promote apro-active approach in reporting evaluating and resolving risks associated with thebusiness. The Audit Committee of the Company has periodically reviewed the various riskassociates with business of the Company. Such review includes risk identificationevaluation and mitigation of the risk.
26. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has in place Internal Financial Control systemcommensurate with size scale and complexity of its operations to ensure proper recordingof financial and operational information & compliance of various internal controlsstatutory compliances and other regulatory compliances. During the year under review nomaterial or serious observation has been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls. The finance department monitorsand evaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company.
M/s. Sanjay M. Kangutkar & Associates Chartered AccountantsStatutory Auditors of the Company have monitor & evaluate the efficacy of InternalFinancial Control System in the Company it is in compliance with operating systemaccounting procedures & policies at all the locations of the Company. Based on reportof Internal Audit function corrective actions in the respective area are undertaken &controls are strengthened. Significant audit observations and recommendations along withcorrective action suggested thereon are presented to the Audit Committee of the Board. TheCompany is periodically following all the applicable Indian Accounting Standards forproperly maintaining the books of account and reporting Financial Statements.
27. INVESTOR EDUCATION AND PROTECTION FUND (IEPF'):
Pursuant to the applicable provisions of the Companies Act 2013 readwith the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ("theIEPF Rules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the IEPF Rules the shares on which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. During the year the Company hastransferred the unclaimed and unpaid dividend of R 882700.50/- to IEPF Authority.Further corresponding shares on which dividend were unclaimed for seven consecutive yearswere transferred to IEPF Authority as per the requirements of the IEPF Rules. Year-wiseamounts of unpaid / unclaimed dividends lying in the unpaid account up to the year andthe corresponding shares which are liable to be transferred are provided in the CorporateGovernance Report and are also available on the Company's website atwww.indoaminesltd.com
28. CORPORATE SOCIAL RESPONSIBILITY:
The Company has constituted a Corporate Social Responsibility (CSR)Committee in accordance with Section 135 of the Companies Act 2013. The present CSRinitiatives of the Company focuses on recognized activities mentioned in Schedule VII ofthe Companies Act 2013. The CSR policy is available on the website of the companyhttp://www.indoaminesltd.com/ investors/policies/CSR policy/ and the Report on CorporateSocial Responsibility (CSR) activities as required under Section 135 of the Companies Act2013 is annexed herewith as Annexure - V' to this Directors'Report.
29. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
During the year there are no material changes and commitmentsaffecting the financial position of the Company which have occurred between the end of thefinancial year 2020-21 and the date of this report.
30. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
To create enduring value for all stakeholders and ensure the highestlevel of honesty integrity and ethical behavior in all its operations and in terms of theprovisions of Section 177 of the Companies Act 2013 the Company has implemented a VigilMechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement ifany in staying true to our values of Strength Performance and Passion and in line withour vision of being one of the most respected companies in India the Company is committedto the high standards of Corporate Governance and stakeholder responsibility.
A high level Committee has been constituted which looks into thecomplaints raised. The Committee reports to the Audit Committee and the Board. The WhistleBlower Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern. During the year under review no personnel of the Company approached theAudit Committee on any issue falling under the said policy.
The Whistle Blower Policy/Vigil Mechanism Policy is available on thewebsite of: http://www.indoaminesltd.com/investors/policies/ whistle blower policy/
31. ENVIRONMENTAL SAFETY AND HEALTH:
Your Company is committed to ensure a sound Safety Health andEnvironment (SHE) performance related to its activities products and services. YourCompany used to refer to laws rules regulations professions programs and workplaceefforts to protect the health and safety of employees and the public as well as theenvironment from hazards associated with the workplace. Due to worldwide outbreak of novelcoronavirus (COVID-19) pandemic including in India company increased safety measures andthe Company has also adopted "Work from Home policy" to the extent possible incase of certain employees in order to have smooth functioning of administrative andsupport functions of the Company. Enhanced level of training on Process and Behavior basedsafety adoption of safe & environmental friendly production process Installation ofBioreactors Chemical ROs Multiple effect evaporator and Incinerator etc. to reduce thedischarge of effluents commissioning of Waste Heat recovery systems and so on to ensurethe Reduction Recovery and Reuse of effluents & other utilities. Monitoring andperiodic review of the designed SHE Management System are done on a continuous basis.
32. CREDIT RATING:
During the year CRISIL have accorded a credit rating "BBB+"to our Company.
33. PARTICULARS OF EMPLOYEES:
The details in terms of Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this report as Annexure - VI'. Thestatement containing particulars of employees as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 may be also obtained by the members by writing to theCompany Secretary of the Company.
34. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company strongly believes in providing a safe and harassment freeworkplace for each and every individual working for the Company through variousinterventions and practices. It is the continuous endeavor of the Management of theCompany to create and provide an environment to all its employees that is free fromdiscrimination and harassment including sexual harassment. The Company has framed a policyon Prevention of Sexual Harassment in line with the requirements of the Sexual Harassmentof Women at Workplace (Prevention Prohibition & Redressal) Act 2013 complied withprovisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Company has arranged various interactive awareness workshops inthis regard for the employees at the manufacturing sites R & D division & otheroffices during the year under review. The Company has submitted the Annual Returns to thelocal authorities as required under the above mentioned Act.
During the financial year ended March 31 2021 no complaintspertaining to sexual harassment were received or registered by the Company and compliedwith the applicable provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
35. HUMAN RESOURCE MANAGEMENT :
We take this opportunity to thank employees at all levels for theirdedicated service and contribution made towards the growth of the Company. Therelationship with the workers of the Company's manufacturing units and other staffhas continued to be cordial.
To ensure good human resources management at the Company we focus onall aspects of the employee lifecycle. During their tenure at the Company employees aremotivated through various skill-development engagement and volunteering programs. Interms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theemployee(s) drawing remuneration in excess of limits set out in said rules forms part ofthis Directors' Report in Annexure - VI' if any.
Considering the first proviso to Section 136(1) of the Companies Act2013 the Annual Report is being sent to the members of the Company and others entitledthereto. Any shareholder interested in obtaining a copy thereof may write to the CompanySecretary in this regard.
36. INSURANCE OF ASSETS:
All the fixed assets finished goods semi-finished goods rawmaterial packing material and goods of the company lying at different locations have beeninsured against fire and allied risks.
i. The Institute of Company Secretaries of India a Statutory Body hasissued Secretarial Standards on various aspects of corporate law and practices. TheCompany has devised proper system to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
ii. During the year there are no significant material orders passed bythe Regulators or Courts or Tribunals impacting the going concern status of the Companyand its operations in future;
iii. The Managing Director & CEO of the Company has not receivedany remuneration or commission from any of the subsidiary companies. Further the Companydoesn't have any Holding Company;
iv. The Company has not issued equity shares with differential rightsas to dividend voting or otherwise;
v. The Company has not issued any sweat equity shares to its directorsor employees;
vi. During the year under review neither the Statutory Auditors northe Secretarial Auditor have reported to the Board or Audit Committee as required underSection 134 (3) (ca) and 143(12) of the Companies Act 2013 any instances of fraudscommitted against the Company by its officers or employees the details of which wouldneed to be mentioned in this Report.
vii. During the year the Company does not issue any ESOP scheme forits employees/Directors. Further the Company has not issued any sweat equity shares orshares having differential voting rights
viii. There was no change in the nature of business of the Companyduring the financial year. ix. Considering the first proviso to Section 136(1) of theCompanies Act 2013 the Annual Report is being sent to the members of the Company andothers entitled thereto. Any shareholder interested in obtaining a copy thereof may writeto the Company Secretary in this regard.
38. COVID -19 :
The COVID-19 pandemic developed rapidly into a global crisis forcinggovernments to enforce lock-downs for first half of the FY 2020-2021 of all economicactivity. For the Company the focus immediately shifted to ensuring the health andwell-being of all employees and on minimizing disruption to services for all ourcustomers globally. Factories restarted as we fall under essential product categories.During the FY 2020-2021 the Company's head Office was mostly work from home as perguidelines. This response has reinforced customer confidence in Indo Amines and many ofthem have expressed their appreciation and gratitude for keeping their businesses runningunder most challenging conditions. Although there are uncertainties due to the pandemicthe global economy has gained momentum in the first half of 2020-2021. The good balancesheet position fair profitability and inherent resilience of the business model positionthe Company well to navigate the challenges ahead and continue growth.
39. BANK AND FINANCIAL INSTITUTIONS:
The Board of Directors of the Company are thankful to their bankers fortheir continued support to the Company.
Your Directors would like to express their appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. Your Directorstake on record their deep sense of appreciation to the contributions made by the employeesthrough their hard work dedication competence support and cooperation towards theprogress of your Company.
| ||On behalf of the Board of Directors |
| ||For Indo Amines Limited |
| ||Sd/- |
|Place: Dombivli ||Dr. Deepak Kanekar |
|Date: 28th June 2021 ||Chairman & Director |
| ||DIN: 02570268 |