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Indo Amines Ltd.

BSE: 524648 Sector: Industrials
NSE: N.A. ISIN Code: INE760F01010
BSE 11:48 | 18 Feb 50.50 -0.85
(-1.66%)
OPEN

51.05

HIGH

51.35

LOW

49.10

NSE 05:30 | 01 Jan Indo Amines Ltd
OPEN 51.05
PREVIOUS CLOSE 51.35
VOLUME 2005
52-Week high 110.70
52-Week low 47.25
P/E 9.55
Mkt Cap.(Rs cr) 168
Buy Price 50.50
Buy Qty 43.00
Sell Price 51.35
Sell Qty 10.00
OPEN 51.05
CLOSE 51.35
VOLUME 2005
52-Week high 110.70
52-Week low 47.25
P/E 9.55
Mkt Cap.(Rs cr) 168
Buy Price 50.50
Buy Qty 43.00
Sell Price 51.35
Sell Qty 10.00

Indo Amines Ltd. (INDOAMINES) - Director Report

Company director report

To

The Members

INDO AMINES LIMITED

Your Directors are pleased to present their 26th Annual report of the Company on thebusiness and operations of the Company along with the Audited Financial Statement bothStandalone and Consolidated for the financial year ended 31st March 2019.

1. FINANCIAL RESULTS: (Rs. In Lakhs)
Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from Operations (Net)* 47090.59 35064.58 48932.83 35886.10
EBITDA 5703.09 4274.41 6082.46 4477.63
Less: Finance Cost 875.97 772.39 916.19 789.55
Less: Depreciation 1353.07 1200.33 1390.13 1227.31
Profit Before Tax 3474.05 2301.68 3776.14 2460.77
Less : Tax Expense 1213.64 871.31 1308.13 901.75
Profit for the period from continuing operations 2260.41 1430.37 2468.01 1559.02
Profit before tax from discontinued operations
Tax expenses of discontinued operations
Profit for the period from continuing operations
Profit for the period 2260.41 1430.37 2468.01 1559.02
Attributable to:
Shareholders of the Company 2260.41 1430.37 2468.01 1559.02
Non Controlling Interest
Opening balance in Retained Earnings 3639.47 2737.90 4006.58 2976.36
Amount Available For Appropriation 5899.88 4168.27 6474.59 4535.38
Dividend – Interim
Final (333.49) (329.17) (333.49) (329.17)
Tax on Dividend (68.55) (67.02) (68.55) (67.02)
Transfer to General Reserve
Add : Excess / (short) provision of tax 31.13 (132.61) 29.61 (132.61)
Closing Balance in Retained Earnings 5528.97 3639.47 6102.16 4006.58

*In accordance with the requirements of Ind AS revenue for the year ended 31st March2019 is net of Goods and Services Tax ("GST"). However revenue for the yearended 31st March 2018 is inclusive of excise duty upto 30th June 2017.

2. PERFORMANCE REVIEW : Standalone

During the financial year 2018-19 revenue from operations on standalone basisincreased to Rs. 47090.59 Lakhs as against Rs. 35064.58 Lakhs in the previous year– a growth of 34.30%. EBITDA of Rs. 5703.09 Lakhs as against Rs. 4274.41 Lakhs in theprevious year PAT of Rs. 2260.41 Lakhs as against Rs. 1430.37 Lakhs in the previous year.

Consolidated

During the financial year 2018-19 revenue from operations on consolidated basisincreased to Rs. 48932.83 Lakhs as against Rs. 35886.10 Lakhs in the previous year –a growth of 36.36%. EBITDA of Rs. 6082.46 Lakhs as against Rs. 4477.63 Lakhs in theprevious year PAT of Rs. 2468.01 Lakhs as against Rs. 1559.02 Lakhs in the previousyear.

3. CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 and applicable provisions of the Companies Act 2013 read with the rulesmade thereunder the Consolidated Financial Statements of the Company for the financialyear 2018-19 have been prepared in compliance with applicable Accounting Standards and onthe basis of audited financial statements of the Company its subsidiaries and associatecompanies as approved by the respective Board of Directors. The Consolidated FinancialStatements together with the Auditors' Report form part of this Annual Report.

4. DIVIDEND:

Your Directors have recommended a final dividend of Rs. 1/- per equity share of Rs.10/- each full paid-up for the financial year ended 31st March 2019. The total finaldividend payout will amount to Rs. 33348780/- excluding tax on dividend. The payment offinal dividend is subject to the approval of shareholders in the Company's ensuing 26thAnnual General Meeting (‘AGM'). The Register of Members and Share Transfer Books willremain closed from Wednesday 31st July 2019 to Saturday 10th August 2019 (both daysinclusive) for the purpose of payment of final dividend for the financial year ended 31stMarch 2019 if declared at the ensuing AGM.

5. CORPORATE RESTRUCTURING:

In the meeting held on September 25 2018 the Board of Directors of the Company hadapproved a draft Scheme of Amalgamation of the Core Chemicals (Mumbai) Private Limited andKey Organics Private Limited (a wholly owned subsidiary of the Company) with the Companyand their respective Shareholders and Creditors under the relevant provisions of theCompanies Act 2013 ("Scheme").

Further the Company has submitted the said scheme to the BSE Ltd. for it's observation/approval and BSE Ltd. has granted its approval by issuing No Observation Letter on March15 2019.

6. TRANSFER TO GENERAL RESERVE:

The Company has not transferred any amount to the General Reserve for the financialyear ended March 31 2019.

7. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANIES:

As on 31st March 2019 the Company had the following subsidiaries & AssociateCompanies.

No. Name of Companies/Body Corporate Status
1. Indo Amines (Malaysia) SDN&BHD Subsidiary
2. Key Organics Private Ltd. Subsidiary
3. Indo Amines Americas LLC Subsidiary
4. Indo Amines (Europe) Ltd. Associate

In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda consolidated financial statement of the Company and all its subsidiary & associatecompanies which is forming part of the Annual Report. However the accounts of AssociateCompany i.e. Indo Amines (Europe) Ltd. are not material; hence the accounts are notconsidered in the consolidation. In accordance with third proviso of Section 136(1) of theCompanies Act 2013 the Annual Report of the Company containing therein its standaloneand consolidated 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. However one of the Subsidiary Company's i.e. Indo Amines Americas LLC accountsis not audited because as per US Law it is not mandatory to audit the accounts. Henceunaudited accounts of the said subsidiary are considered for Consolidation. The Policy fordetermining material subsidiary is uploaded on the website of the Company and can beaccess on the company's website www.indoaminesltd.com The details of the subsidiariesCompanies are given in ‘Form AOC-1' as ‘Annexure - I'. Details ofIndo Amines (Europe) Ltd. has not been included as it is not material in nature.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year following are the changes in Directors and Key Managerial Personnel ofthe Company:

Directors:

Appointment of Mr. Satish Chitale(DIN: 08149259):

Mr. Satish Chitale was appointed as an Independent Director of the Company by theShareholders at 25th Annual General Meeting held on 25th September 2018 for a term of 5(Five) consecutive years with effect from 30th May 2018.

Appointment of Mr. Changdeo Kadam (DIN: 00807296):

Mr. Changdeo Kadam was re-appointed as Whole-Time Director of the Company by theShareholders at 25th Annual General Meeting held on 25th September 2018 for a period of 3(Three) years with effect from 1st January 2019 to 31st December 2021.

Appointment of Mr. Vijay Palkar (DIN: 00136027):

Mr. Vijay Palkar was re-appointed as Managing Director of the Company by theShareholders at 25th Annual General Meeting held on 25th September 2018 for a period of 3(Three) years with effect from 1st April 2018 to 31st March 2021.

Appointment of Mr. Kirit Shah (DIN: 00175193):

Mr. Kirit Shah was re-appointed as Whole-Time Director of the Company by theShareholders at 25th Annual General Meeting held on 25th September 2018 for a period of 3(Three) years with effect from 1st April 2018 to 31st March 2021.

Appointment of Mr. Nandu Gupta (DIN:00335406):

Mr. Nandu Gupta was appointed as Whole-Time Director of the Company by the Shareholdersat 25th Annual General Meeting held on 25th September 2018 for a period of 3 (Three)years with effect from 10th August 2018 to 9th August 2021.

Appointment of Mr. Jayaprakash Shetty (DIN: 07980763):

Mr. Jayaprakash Shetty was appointed as Whole-Time Director of the Company by the Boardof Directors in their board meeting held on 25th September 2018 with effect from 3rdNovember 2018 for the period of 3 (Three) years subject to approval of shareholders inensuing 26thAnnual General Meeting of the Company. Appropriate resolution for theappointment of Mr. Jayaprakash Shetty as Whole-Time Director of the Company is beingplaced for the approval of the shareholders at the ensuing AGM.

Re-appointment of Mr. Dhawal Vora (DIN: 00130115):

Mr. Dhawal Vora was re-appointed as an Independent Director of the Company by the Boardof Directors in their meeting held on 9th February 2019 for a further 3 (Three) yearswith effect from 1st April 2019 to 31st March 2022 subject to approval of shareholdersof the Company at ensuing 26th Annual General Meeting. Appropriate resolution for theappointment of Mr. Dhawal Vora as Independent Director of the Company is being placed forthe approval of the shareholders at the ensuing AGM.

Re-appointment of Mr. R. Raghavendra Ravi (DIN: 00136289):

Mr. R. Raghavendra Ravi was re-appointed as an Independent Director of the Company bythe Board of Directors in their meeting held on 9th February 2019 for a further 3 (Three)years with effect from 1st April 2019 to 31st March 2022 subject to approval ofshareholders of the Company at ensuing 26th Annual General Meeting. Appropriate resolutionfor the appointment of Mr. R. Raghavendra Ravi as Independent Director of the Company isbeing placed for the approval of the shareholders at the ensuing AGM.

Re-appointment of Mr. Nishikant Sule (DIN: 03480278):

Mr. Nishikant Sule was re-appointed as an Independent Director of the Company by theBoard of Directors in their meeting held on 9th February 2019 for a further 3 (Three)years with effect from 1st April 2019 to 31st March 2022 subject to approval ofshareholders of the Company at ensuing 26th Annual General Meeting. Appropriate resolutionfor the appointment of Mr. Nishikant Sule as Independent Director of the Company is beingplaced for the approval of the shareholders at the ensuing AGM.

Resignation of Mr. Kirit Shah

Mr. Kirit Shah has resigned from the post of Whole Time Director of the company witheffect from 1st October 2018.

Key Managerial Personnel:

During the year under review Mrs. Bharati Palkar Chief Financial Officer of theCompany stepped down from the CFO position with effect from 09th February 2019 and Mr.Mukeshkumar Agrawal has been appointed as Chief Financial officer of the Company witheffect from 10th February 2019 by the Audit Committee and Board of Directors asrecommended by Nomination and Remuneration Committee.

9. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that the/ she meets the criteria ofindependence laid down in Section 149 (6) of the Companies Act 2013 and regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015).TheIndependent Directors have also confirmed that they have complied with the Company's codeof conduct.

10. BOARD MEETINGS HELD DURING THE YEAR:

During the year Five (5) meetings of the Board of Directors were held. The details ofthe meetings and attendance of directors are furnished in the Corporate Governance Reportforming part of the Annual Report attached as ‘Annexure - VIII' to thisReport.

11. COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee Comprises of 8 (Eight) Directors. The composition of the auditcommittee is as follows:

Name of the Member(s) Nature of Membership
Mr. Madhav Nandgaonkar Chairman
Mr. Vijay Palkar Member
Mr. R. Raghavendra Ravi Member
Mr. Dhawal Vora Member
Dr. Deepak Kanekar Member
Mr. Nishikant Sule Member
Mr. Mahendra Thakoor Member
Mr. Satish Chitale Member

There were no matters during the financial year 2018- 19 where in the Board ofDirectors did not accept recommendations given by the Audit Committee.

12. NOMINATION AND REMUNERATION POLICY:

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with the rules made thereunderand SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. The saidPolicy of the Company inter alia provides that the Nomination and Remuneration Committeeshall formulate the criteria for appointment of Executive Non-Executive and IndependentDirectors on the Board of Directors of the Company and persons in the Senior Management ofthe Company their remuneration including determination of qualifications positiveattributes independence of Directors and other matters as provided under sub-section (3)of Section 178 of the Companies Act 2013 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).The said Policy also includescriteria for making payments to Non-Executive Directors.

The policy is available at http://www.indoaminesltd.com/Investors/Policies

13. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate a process for evaluating the performance of IndividualDirectors Committees of the Board and the Board as a whole.

The parameters for the performance evaluation of the Board inter alia includescomposition of board frequency of holding of board meetings advice and suggestions tothe Company's management evaluation of strategic plan/policies of the Company etc.

The parameters for the performance evaluation of the Non-Independent Directors includesattendance expertise contribution of positive inputs into development of strategyparticipation in meetings comment on draft minuets etc.

The parameters for the performance evaluation of the Independent Directors includesattendance listing of views of others active participation in the meetings knowledge oflatest developments in applicable laws to the Company financial reporting comment ondraft minuets etc.

The parameters for the performance evaluation of the statutory committees includescomposition of committees terms of reference recommendations to the board etc.

The details of the evaluation process are set out in the Policy on Board Evaluation ofthe Company and the same is available at http://www.indoaminesltd.com/Investors/Policies

14. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms part of the Directors' Report is annexedherewith as ‘Annexure III'.

15. CORPORATE GOVERNANCE:

As required by Chapter IV read with Schedule V Part C of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are part on Corporate Governance form partof this Annual Report as ‘Annexure - VIII'

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force) the Board of Directors ofyour Company confirm that; i. In the preparation of the annual accounts for the year endedMarch 31 2019 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 applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2019 andof the profit/loss of the Company for the year April 1 2018 to March 31 2019. iii. theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; iv. the Directorshave prepared the annual accounts on a ‘going concern' basis; v. the Directors havelaid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; and. vi. the Directors havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.

17. AUDIT REPORTS AND AUDITORS:

Statutory Auditor:

M/s. Sanjay M. Kangutkar& Associates Chartered Accountants (FRN:117959W) wereappointed as Statutory Auditors of the Company at the 24th Annual General Meeting till theconclusion of the Annual General Meeting to be held for the financial year ended 31stMarch 2022 in the Financial Year 2022-2023 subject to ratification by the members atevery Annual General meeting. The Auditors have confirmed their eligibility limits asprescribed in the Companies Act 2013 and that they are not disqualified from continuingas Auditors of the Company.

The Auditors Report for the financial year ended 31st March 2019 on the financialstatements of the Company is a part of the Annual Report. The Auditors' Report for thefinancial year ended 31st March 2019 is self explanatory and does not contain anyqualifications reservations or adverse remark.

Cost Auditors:

The Board of Directors of the Company on the recommendations made by the AuditCommittee has appointed M/s. Gangan & Company Cost Accountants (FRN:100651) as theCost Auditor of the Company to conduct audit of cost records for the financial year2019-20. The remuneration proposed to be paid to the Cost Auditor subject to theratification by the Shareholders of the Company at the ensuing 26th AGM would not exceedRs. 195000/-(Rupees One Lakh Ninety Five Thousand Only) excluding out of pocketexpenses if any.

The Company has received consent from M/s. Gangan & Company Cost Accountants(FRN:100651)to act as the Cost Auditor for conducting audit of the cost records of theCompany for the financial year 2019-20 along with a certificate confirming theirindependence and arm's length relationship.

Secretarial Auditors:

The Secretarial Audit Report for financial year ended 31st March 2019is set out in the‘Annexure - II' to this report. The Observations given by the SecretarialAuditor in their Report for the financial year 2018-2019 are as follows:

Observations Director reply
The Company has not considered the accounts of Indo Amines (Europe) Ltd. for consolidation and some portion of amounts allocated for CSR activity was unspent during the year. The accounts of Indo Amines (Europe) Ltd. are not material and not carrying any business operations. Hence the accounts are not considered in the consolidation. Due to lack of avenues and opportunities some portion of CSR amount was remained unspent and the company will find appropriate avenues and the same shall be followed in future.

18. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return as on 31st March 2019 inForm MGT-9 in accordance with Section 92 (3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 are set out in the "Annexure– V" to this report.

19. RELATED PARTY TRANSACTIONS:

During the Financial Year 2018-19 all Related Party Transactions entered into withRelated Parties were at arm's length and were in the ordinary course of the business.There were no materially significant related party transactions entered into by theCompany with any related parties which require shareholders' approval. Hence particularsof related party contracts or arrangements in ‘Form AOC–2' is notapplicable.

Prior/Omnibus approvals are granted by the Audit Committee for all related partytransactions which are of repetitive nature entered in the ordinary course of businessand are on arm's length basis in accordance with the provision of the Companies Act 2013read with the rules made there under and applicable regulation of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015) (‘Listing Regulation')and Policy of the Company for Related Party Transactions.

All transactions with the related parties were reviewed and approved by the AuditCommittee on quarterly basis as required under Listing Regulation. The particulars ofcontracts or arrangement with Related Parties forms part of the notes to the FinancialStatements of the Company.

20. LOANS AND INVESTMENTS:

Details of loans guarantees and investments made under the provisions of Section 186of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers)Rules 2014 as on 31st March 2019 are set out in Note to the Standalone FinancialStatements of the Company.

21. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed. The Company's internal control systems are commensurate withthe nature of its business and the size and complexity of its operations. Significantaudit observations and follow up actions thereon are reported to the Audit Committee.

22. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has clearly laid down policies guidelines and procedures that form partof internal control systems which provide for automatic checks and balances. Your Companyhas maintained a proper and adequate system of internal controls. This ensures that allAssets are safeguarded and protected against loss from unauthorized use or disposition andthat the transactions are authorised recorded and reported diligently. Your Company'sinternal control systems commensurate with the nature and size of its business operations.Internal Financial Controls are evaluated and Internal Auditors' Reports are regularlyreviewed by the Audit Committee of the Board. Statutory Auditors Report on InternalFinancial Controls as required under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act 2013 ("the Act") is annexed with the Independent Auditors'Report.

23. INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF'):

Pursuant to the provisions of Section 124 of the Act relevant amounts which remainedunpaid or unclaimed for a period of seven years or more have been transferred by theCompany to the Investor Education and Protection Fund established by Central Government.Details of unpaid and unclaimed amounts lying with the Company as on 25th September 2018(date of last AGM) have been uploaded on the Company's website at www.indoaminesltd.com

24. TRANSFER OF ‘UNDERLYING SHARES' TO IEPF:

In terms of Section 124(6) of the Act read with IEPF Authority (Accounting AuditTransfer and Refund) Rules 2016 the Company has transferred the equity shares in respectof which dividends have remained unclaimed for a period of seven consecutive years or moreto the IEPF Account established by the Central Government. Details of shares transferredhave been uploaded on the website of the Company at www.indoaminesltd.com

25. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013. CSR Policy of the Company and thedetails about the development of CSR Policy and initiatives taken by the Company onCorporate Social Responsibility during the year as per annexure attached to the Companies(Corporate Social Responsibility Policy) Rules 2014 have been attached as ‘AnnexureVI' to this Report.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments occurred which affect the financialposition of the Company between the end of the financial year and date of report.

27. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established and adopted Vigil Mechanism and the policy (WhistleBlower Policy) thereof for directors and employees of the Company in accordance withthe provisions of Companies Act 2013 as well as regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. During the year under reviewno personnel of the Company approached the Audit Committee on any issue falling under thesaid policy. The vigil mechanism policy is available on the website of the company atwww.indoaminesltd.com

28. ENVIRONMENTAL SAFETY AND HEALTH:

Your Company is committed to ensure a sound Safety Health and Environment (SHE)performance related to its activities products and services. Your Company had beencontinuously taking various steps to develop and adopt Safer Process technologies and unitoperations. Your Company has been investing heavily in areas such as Process Automationfor increased safety and reduction of human error element Enhanced level of training onProcess and Behaviour based safety adoption of safe & environmental friendlyproduction process Installation of Bioreactors Chemical ROs Multiple effect evaporatorand Incinerator etc. to reduce the discharge of effluents commissioning of Waste Heatrecovery systems and so on to ensure the Reduction Recovery and Reuse of effluents &other utilities. Monitoring and periodic review of the designed SHE Management System aredone on a continuous basis.

29. CREDIT RATING:

During the year CRISIL have accorded a credit rating "BBB+" to our Company.

30. PARTICULARS OF EMPLOYEES:

The details in terms of Section 197 of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areforming part of this report as ‘Annexure VII'. The statement containingparticulars of employees as required under Section 197(12) of the Companies Act 2013 readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 may be also obtained by the members by writing to the Company Secretary of theCompany.

31. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The Company is committed to maintaining a productive environment for all its employeesat various levels in the organization free of sexual harassment and discrimination on thebasis of gender. The Company has framed a policy on Prevention of Sexual Harassment inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act2013. During the year there were no complaints filedagainst any of the employees of the Company under this Act.

32. GENERAL:

i. During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force);

ii. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India;

iii. During the year there are no significant material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status of the Company and itsoperations in future;

iv. The information on conservation of energy technology absorption and foreignexchange earnings and outgo as stipulated under Section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 is set out in the ‘Annexure IV'to this report;

v. During the year None of the Auditors of the Company have reported any fraud asspecified under the second proviso of Section 143 (12) of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce);

vi. During the year the Company does not issue any ESOP scheme for itsemployees/Directors. Further the Company has not issued any sweat equity shares or shareshaving differential voting rights vii. There was no change in the nature of business ofthe Company during the financial year.

33. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors take on recordtheir deep sense of appreciation to the contributions made by the employees through theirhard work dedication competence support and cooperation towards the progress of yourCompany.

On behalf of the Board of Directors
For Indo Amines Limited
SD/-
Place: Dombivli Dr. Deepak Kanekar
Date: 25th May 2019 Chairman & Director
DIN: 02570268