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Indo Euro Indchem Ltd.

BSE: 524458 Sector: Industrials
NSE: N.A. ISIN Code: INE319N01019
BSE 12:38 | 18 Aug 12.50 0.48
(3.99%)
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NSE 05:30 | 01 Jan Indo Euro Indchem Ltd
OPEN 12.50
PREVIOUS CLOSE 12.02
VOLUME 30
52-Week high 19.00
52-Week low 6.83
P/E 14.04
Mkt Cap.(Rs cr) 11
Buy Price 11.45
Buy Qty 117.00
Sell Price 12.50
Sell Qty 2027.00
OPEN 12.50
CLOSE 12.02
VOLUME 30
52-Week high 19.00
52-Week low 6.83
P/E 14.04
Mkt Cap.(Rs cr) 11
Buy Price 11.45
Buy Qty 117.00
Sell Price 12.50
Sell Qty 2027.00

Indo Euro Indchem Ltd. (INDOEUROINDCH) - Director Report

Company director report

To

The Members

Indo Euro Indchem Limited

Your Directors have pleasure in presenting the 31stAnnual Report along withthe Audited Financial statements of the Company for the financial year ended 31stMarch 2021.

FINANCIAL RESULTS:

Particulars For the Year ended on 31.03.2021 For the Year ended on 31.03.2020
Total Income 80419609 66647768
Total Expenditure 79482922 66208063
Profit/(Loss) before taxation 936687 439705
Provision for Tax 264641 125691
Profit / (Loss) after tax — (A) 672047 314015
Other Comprehensive Income 20267 89823
Profit / (Loss) after Other Comprehensive Income — (B) 20267 89823
Profit / (Loss) for the period (A+B) 692314 403838

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR:

During the year the net revenue from operations of your Company increased from Rs.66647768/- to Rs.80419609/-. Profit for the current financial year stood at Rs.692314/- vis-a-vis Profit of Rs. 403838/- in the previous year.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company.

GLOBAL PANDEMIC - COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In our country businesses arebeing forced to close the operations for long periods of time due to lockdown declared byGovt. of India. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses resulting in an economic slowdown. COVID-19 isadversely impacting business operation of the company. For the Company the focus shiftedto ensure the health and wellbeing of all employees. The Company has been shut down duringthe lockdown period in order to ensure health and safety of employees. The Company hasimplemented 'Work from Home' policy.

TRANSFER TO RESERVES:

No amount is transferred to General Reserve.

DIVIDEND:

To conserve the resources The Board does not recommend any dividend for the equityshareholders for the financial year 2020-21.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of LODR Regulation 2015 the regulations related to DividendDistribution Policy are not applicable to the Company.

DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the rules made thereunder.Hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Act is not applicable.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The company has not made any fresh investment during the year under review. The companyhas not given any fresh loans advances or guarantees covered under the provisions ofsection 186 of the Companies Act 2013 during the financial year 2020-21.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions pursuant to section 188 (1) of the Companies Act 2013that were entered during the financial year were at arm'slength and in the ordinary courseof the business of the Company. There were no materially significant related partytransactions entered by the Company with Directors Key Managerial Personnel or otherpersons which may have a potential conflict with the interest of the Company.Suitabledisclosures as required under AS-18 have been made in the Notes to the financialstatements.

Since there were no related party transaction during the year under review except inthe ordinary course of business and on arms' length basis form AOC-2 as prescribed undersection 134(3)(h) of the Companies Act 2013 is not applicable to the Company.

SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 100000000/- (Rupees Ten Croresonly) that is divided into 10000000 (One Crore only) Equity Share of Rs. 10/- (RupeesTen only) each. Presently the Paid-up Share Capital of the Company is Rs. 90347000/-(Rupees Nine Crore Three Lakh and Forty Seven Thousand only) divided in to 9054500(Ninety Lakh Fifty Four Thousand and Five Hundred only) Equity Shares of Rs. 10/- (RupeesTen only) each. There is calls-in-arrear of Rs. 198000/-.

During the year under review the Company has not issued any shares.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period the provisions of section 135 in respect of CSR are not applicableto the Company. Hence the Directors have not constituted the Corporate SocialResponsibility (CSR) Committee.

DETAILS OF SUBSIDIARY COMPANIES/IOINT VENTURE:

During the year under review no Company has become or ceased to be a Subsidiary/JointVenture/ Associate Company of your Company

DETAILS OF DIRECTORS AND KMPs APPOINTMENT OR RESIGNATION DURING THE YEAR:

DIRECTORS:

In accordance with the provisions of the Companies Act 2013 Mr. Akshit LakhaniDirector of the Company retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for reappointment.

KEY MANAGERIAL PERSONNEL (KMP) OF THE COMPANY:

In terms of the provisions of Section 203 of the Act the following are the KeyManagerial Personnel of your Company:

1. Mr. Vardhman C Shah Managing Director

2. Mr. Raj Bhushan Mishra Chief Financial Officer

3. Mr.Sarvesh Sanjay Nandgaonkar Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed under Section149 (6) of the Act and under Listing Regulations.

In the opinion of the Board the Independent Directors of the Company fulfill theconditions specified in the Act and Listing Regulations and are independent of themanagement.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company/business policiesand strategies apart from other Board businesses. The Board/Committee Meetings areprescheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings.

The Board of Directors of your Company met 4 Times during the year to carry the variousmatters. The Meetings were convened on 21stJuly 2020 10thSeptember 2020 05th November 2020 and12th February2021respectively.

ThemaximumintervalbetweenanytwoconsecutiveBoardMeetingsdidnotexceed 120 days.

Attendance of Directors at the Board Meeting is as under:

Sr. No. Name of Director Category

No. of Meetings during FY 2020-21

Held Attended
1 Vardhman Shah Managing Director 4 4
2 Akshit Lakhani Executive 4 4
3 Dipakkumar Pandya Independent/Non Executive 4 4
4 Rima Bandyopadhyay Independent/Non Executive 4 4
5 Paresh Valani Independent/Non Executive 4 4

COMPOSITION OF AUDIT COMMITTEE:

The audit committee of the Company is constituted in accordance with Section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (LODR) Regulations 2015.

The Audit Committee acts as a link among the Management the Statutory Auditors andthe Board of Directors to oversee the financial reporting process of the Company. TheCommittee's purpose is to oversee the quality and integrity of accounting auditing andfinancial reporting process including review of the internal audit reports and actiontaken report.

Composition of Audit Committee and attendance record of members for 2020-21.

Sr. No. Name of Directorship Chairman/ Member Category

No. of Meetings during FY 2020-21

Held Attended
1 PareshValani Chairman Non-Executive Independent Director 4 4
2 DipakkumarPandya Member Non-Executive Independent Director 4 4
3 AkshitLakhani Member Executive Director 4 4

During the Financial Year 2020-21 4 Meetings were held on 21stJuly 202010th September 2020 05th November 2020 and 12thFebruary 2021.

The necessary quorum was present for all the meetings.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of the Company is constituted in accordancewith Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (LODR) Regulations2015.

Composition of Nomination & Remuneration Committee and the attendance record ofmembers for 2020-21are as below:

Sr. No. Name of Directorship Chairman/ Member Category

No. of Meetings during FY 2020-21

Held Attended
1 PareshValani Chairman Non-Executive Independent Director 2 2
2 Dipakkumar Pandya Member Non-Executive Independent Director 2 2
3 Rima Bandyopadhyay Member Non-Executive Independent Director 2 2

During the Financial Year 2020-21 2 Meetingswere held on21stJuly 2020 and10th September 2020.

The necessary quorum was present for all the meetings.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders RelationshipCommittee of the Company is constituted in accordance withSection 178 of the Companies Act 2013.

Composition of Stakeholders Relationship Committee and the attendance record of membersfor 2020-21are as below:

Sr. No. Name of Directorship Chairman/ Member Category

No. of Meetings during FY 2020-21

Held Attended
1 PareshValani Chairman Non-Executive Independent Director 4 4
2 DipakkumarPandya Member Non-Executive Independent Director 4 4
3 AkshitLakhani Member Executive Director 4 4

During the Financial Year 2020-21 4 Meetings were held 21stJuly 2020 10thSeptember 2020 05th November 2020 and 12th February 2021.

The necessary quorum was present for all the meetings.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY:

For the purpose of selection of any Director the Nomination and Remuneration Committeeidentifies persons of integrity who possess relevant expertise experience and leadershipqualities required for the position. The Committee also ensures that the incumbentfulfills such criteria with regard to qualifications positive attitude independence ageand other criteria as laid down under the Act Listing Regulations or other applicablelaws. The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy on the remuneration of Directors Key Managerial Personnel and otherEmployees.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act SEBIListing Regulations and the Guidance note on Board Evaluation issued by the Securities andExchange Board of India.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board process information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committee'seffectiveness of committee meeting etc.

In a separate Meeting of Independent Directors performance of non-independentdirectors the chairman of the Company and the board as a whole as evaluated taking intoaccount the views of executive directors and non-executive Directors.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size of itsoperations. Internal control systems comprising of policies and procedures are designed toensure sound management of your Company's operations safe-keeping of its assets optimalutilizations of resources reliability of its financial information and compliance.

Systems and procedures are periodically reviewed to keep pace with the growing size andcomplexity of your company's operation.

RISK MANAGEMENT POLICY:

The Company has formulated Risk Management Policy. The Board takes all necessary stepsto identify and evaluate business risks and opportunities and take corrective steps.

VIGIL MECHANISM:

The company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the company's Code ofConduct. The mechanism provides for adequate safeguards against victimization of Directorsand employees who avail of the mechanism. In exceptional cases Directors and employeeshave direct access to the Chairman of the Audit Committee.

DISCLOSURES UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:

The disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 is not applicable to the Company.

The Company is committed to provide a safe & conducive work environment to itsemployees. Though the Company is not required to adopt the policy however it ensures thesafety of its women employees at workplace. During the year under review no case ofsexual harassment was reported.

CORPORATE GOVERNANCE:

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 compliance relating to Corporate Governance is not applicable for theListed Company having paid up equity share capital not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores on the last day of the previous financial year.

As your company's paid up equity share capital is not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores Regulation 17 to 27 and Clauses (b) to (i) ofsub-regulation (2) of regulation 46 are not applicable and do not form a part of thisAnnual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the Listing Regulations is presented in "Annexure I" andforms an integral part of this report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

i. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.

ii. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139(2) and Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended M/s. Vora& AssociatesChartered Accountants (Firm Registration No. 111612W) was appointed as a StatutoryAuditor of the Company in the Annual General Meeting held on 28th September2017 for a term of five (5) consecutive years to hold office from the conclusion of theAnnual General Meeting held for the financial year 2016-17till the conclusion of the 32ndAnnualGeneral Meeting of the Company to be held for the financial year 2022.The Company hasreceived a certificate from the said Auditors that theyare eligible to hold office as theAuditors of the Company and are not disqualified for being so continued to be the auditorfor the financial year 31.03.2021.

STATUTORY AUDITORS' OBSERVATIONS &COMMENTS FROM BOARD:

Remark 1:The Company has not made any provision for old receivables outstanding ofRs.

159.74 Lakhs for than 1 year as the management is putting efforts for recovery orsettlement with the parties.

Comment:The management is putting its all efforts for recovery or settlement withthe parties.

Remark 2: No/Less Interest is charged on the Loan given of Rs. 460.00 Lakhs beingfinancial inability of the borrowing party as per the Management.

Comment:The management is putting its all efforts for recovery with the parties.

DETAILS OF FRAUD REPORTED BY AUDITORS:

As per Auditors Report no fraud under section 143(12) of Companies Act 2013 isreported by Auditor.

SECRETARIAL AUDITOR:

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. AnishGupta & Associates Practicing Company Secretaries. The Secretarial Auditors Report isattached as"Annexure II".

SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:

1. The Company has not appointed Internal Auditor as required under section 138 ofCompanies Act 2013.

Comment:The Company will do the necessary compliances.

2. The Company has not updated its website and has not uploaded the documents andinformation as required under the Companies Act 2013 and Regulation 46 of SEBI (LODR)Regulations 2015.

Comment: The Company is updating the website on regular basis however due tocovid-19 pandemic and lockdown there were some delays in updating the website.

3. The Company has not filed Form DIR-12 for Appointment of Mrs. Rima Bandyopadhyay(DIN: 06919771) as Woman Independent Director.

Comment: The Company will file necessary form with the Registrar of Companies forappointment of director.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no orders passed by the regulators or courts or Tribunals impacting the goingconcern status and company's operation in future.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

A. Conservation of Energy Technology Absorption

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct2013 in respect of Conservation of Energy and Technology Absorption have not beenfurnished as the same is not applicable to the Company during the year under review.

B. (a) Conservation of Energy measures taken: - N.A.

(b) Technology Absorption measures: - N.A.

C. Foreign Exchange Earnings And Outgo

There were no foreign exchange earnings and outgo during the year under review. PARTICULARSOF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding remuneration of Directors Key Managerial Personnel and otherrelated disclosures are as below:

1. The percentage increase in remuneration of each Director Chief Financial OfficerChief Operating Officer Company Secretary and ratio of the remuneration of each Directorto the Median remuneration of the employees of the Company for the financial year 2020-21:

Name of Director/KMP Percentage increase in remuneration Ratio of remuneration ofeach Director / KMP toMedian remuneration of Employees
Vardhman C Shah N.A. N.A.
Akshit B Lakhani N.A. N.A.
Dipakkumar P Pandya N.A. N.A.
Paresh M Valani N.A. N.A.
Rima Bandyopadhyay N.A. N.A.
Raj Bhushan Mishra N.A. N.A.
Sarvesh Sanjay Nandgaonkar N.A. N.A.

2. The percentage increase in the median remuneration of employees in the financialyear ended March 31 2021: 0%

3. The number of permanent employees on the rolls of the Company: 1

4. Average percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof:NIL

Average percentage increase made in the salaries of employees other than the managerialpersonnel in the last financial year i.e.2020-21 was 0% whereas the increase in themanagerial remuneration for the same financial year was Nil.

5. Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration to Directors Key Managerial Personnel and other employees is as per theremuneration policy of the Company.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 viz Details of Top Ten Employees of theCompany in terms of remuneration drawn during 2020-2021 is not applicable as none of theemployee is drawing remuneration in excess of the limits specified in the said Rule 5(2).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of theCompany which have occurred between end of the financial year and the date of this report.

EXTRACT OF ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the Annual Return(Form MGT-7) for the financial year ended March 31 2021 is hosted on the website of theCompany at www.indoeuroindchem.com.

MAINTENANCE OF COST RECORDS:

The provision of maintenance of Cost records as per section 148 doesn't applicable onthe Company.

APPLICABILITY OF SECRETARIAL STANDARD:

During the year under review the Company has complied with the provisions of theapplicable Secretarial Standards issued by the Institute of Companies Secretaries of Indiato the extent possible.

OTHER DISLOSURES:

(i) Your Company has not issued any shares with differential voting.

(ii) There was no revision in the financial statements.

(iii) Your Company has not issued any sweat equity shares.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express their deep sense of appreciation and gratitudeto all Employees Bankers and Clients for their assistance support and co-operationextended by them. In the end the Directors wish to sincerely thank all shareholders fortheir continued support.

Place: Mumbai

By Order of the Board of Directors

Date: 13.08.2021

For Indo Euro Indchem Limited

Sd/- Sd/-
Registered Office: Akshit B Lakhani Vardhman C. Shah
B-9 To B-16 M.I.D.C Osmanabad Director Managing Director
Maharashtra-413501 DIN:00334241 DIN:00334194

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