Your Directors have pleasure in presenting the 27th Annual Report along with theAudited Financial statements of the Company for the financial year ended 31st March 2017.
|Particulars ||For the YearFor the |
| ||on ended ||Year on ended |
| ||31.03.2017 ||31.03.2016 |
|Total Income ||30868664 ||55944341 |
|Total Expenditure ||32079677 ||56568820 |
|Profit/(Loss) before taxation ||(1211014) ||(624480) |
|Provision for Tax ||129027 ||142940 |
|Profit / (Loss) for the period from Continuing ||(1081987) ||(481540) |
|Operations (A) || || |
|Profit / (Loss) from Discontinuing Operations before Extraordinary ||2181595 ||942740 |
|Loss on Sale of Assets ||- ||- |
|Profit / (Loss) for the period from ||2181595 ||942740 |
|Discontinuing Operations || || |
|Tax Expenses of Discontinuing Operations ||286408 ||952310 |
|Profit / (Loss) from Discontinuing Operations ||1895187 ||(9569) |
|(After Tax ) (B) || || |
|Profit / (Loss) for the period (A+B) ||813201 ||(491109) |
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 decreased from Rs55944341/- to Rs. 30868664/-. For the current financial year Profit after tax stoodat Rs. 813201/- vis--vis net loss of Rs491109/- in the previous year.
TRANSFER TO RESERVES:
The Company has carried net profit of the year of Rs. 813201/- to the surplus accountin the Balance Sheet.
CHANGE IN THE NATURE OF BUSINESS.
There is no change in the nature of business of the Company.
To conserve the resources The Board does not recommend any dividend for the equityshareholders for the financial year 2016-17.
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.
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.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
During the financial year your Company has entered into related party transactions.Suitable disclosures as required under AS-18 have been made in the Notes to the financialstatements.
All related party transactions pursuant to section 188 (1) of the Companies Act 2013that were entered during the financial year were at armslength 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.
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.
Presently the Share Capital of the Company is Rs. 90347000/- (includes calls inarrear of Rs. 198000) divided into 9054500 Equity Shares of Rs. 10/- each.
DETAILS OF SUBSIDIARY COMPANIES/JOINT 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:
In accordance with the provisions of the Companies Act 2013 AkshitBalwantraiLakhaniDirector of the Company retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for reappointment.
There was no other change in the directors and KMP during the year under review.
MEETINGS OF THE BOARD:
The Board of Directors of your Company met 4 Times during the year to carry the variousmatters. The Meetings were convened on30th May 2016 13th August 2016 12thNovember 201614thFebruary 2017.
The maximum interval between any two consecutive Board Meetings did not exceed 120days. Attendance of Directors at the Board Meeting is as under:
|Name of Director ||No. of Board Meetings attended |
|1 Mr. Vardhman Shah ||4/4 |
|2 Mr. AkshitLakhani ||4/4 |
|3 Mr. Dipak Pandya ||4/4 |
|5 Mrs.RimaBandyopadhyay ||4/4 |
|6 Mr. Jaysukh Shah ||4/4 |
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 thatshe/he meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013.
COMPOSITION OF AUDIT COMMITTEE:
The audit committee of the Company is constituted in accordance with Section 177 of theCompanies Act 2013.
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 2016-17.
|Name of Directorship ||Chairman/M ember ||Category || |
No. of Meetings during FY 2016-17
| || || ||Held ||Attended |
|1 Mr.PareshMaganlalValani ||Chairman ||Independent ||4 ||4 |
|2 Mr.DipakkumarPratapraiPa ndya ||Member ||Independent ||4 ||4 |
|3 Mr.Akshit B Lakhani ||Member ||Executive ||4 ||4 |
During the Financial Year 2016-17 4 Meetings were held on 30th May 2016 13th August2016 12th November 2016 and 14thFebruary 2017.
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.
Composition of Nomination & Remuneration Committee and the attendance record ofmembers for 2016-17is below:
|Name of Directorship ||Chairma Member ||Category || |
No. of Meetings during FY 2016-17
| || || ||Held ||Attended |
|1 Mr. Paresh M Valani ||Chairma n ||Independent ||2 ||2 |
|2 Mr. DipakkumarPandya ||Member ||Independent ||2 ||2 |
|3 Ms.RimaBandyopadhya ||Member ||Independent ||2 ||2 |
During the Financial Year 2016-17 2 Meetings were held on 13th August 2016 and14thFebruary 2017.
The necessary quorum was present for all the meetings
COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted in accordancewith Section 178 of the Companies Act 2013.
Composition of Stakeholders Relationship Committee and the attendance record of membersfor 2016-17is below:
|Name of Directorship ||Chairman/ Member ||Category ||No. of Meetings during FY 2016-17 |
| || || ||Held ||Attended |
|1 Mr. PareshValani ||Chairman ||Independent ||4 ||4 |
|2 Mr. AkshitLakhani ||Member ||Director ||4 ||4 |
|3 *Mr.Jaysukh Shah ||Member ||Director ||4 ||4 |
During the Financial Year 2016-17 4 Meetings were held on 30th May 2016 13th August2016 12th November 2016 and 14thFebruary 2017. Mr.Jaysukh Shah has resigned with effectfrom 22nd April 2017.
The necessary quorum was present for all the meetings
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY-
The Board has on the recommendation of the Nomination and Remuneration Committeeadopted the Remuneration Policy which inter-alia includes policy for selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremuneration.
The Board of Directors has made the formal annual evaluation of its own performance andthat of its committees and individual directors and found it to be satisfactory.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an adequate system of internal controls commensurate with the size andthe limited nature of its business activities.
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.
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 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.
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
Management Discussion and Analysis forms a part of this annual report and is annexed tothis report as "Annexure 1".
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 havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities. iv. The directors haveprepared 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.
The term of existing Statutory Auditor M/s. V.S. Lalpuria & Company(Registrationno. 105581W) Chartered Accountants Mumbai is expiring in the ensuing AnnualGeneral Meeting.
Pursuant to the provisions of Section 139(2) 142 and other applicable provisions ifany of the Companies Act 2013 and the Rules framed thereunder as amended from time totime VORA & ASSOCIATES Chartered Accountants (Firm Registration No. 111612W)being eligible pursuant to Section 141 and consented to be the auditor is beingrecommended to be appointed as a Statutory Auditor of the Company for a term of five (5)consecutive years to hold office from the conclusion of this Annual General Meeting (AGM)till the conclusion of the 32nd AGM of the Company to be held in the year 2022(subject toratification of their appointment at every AGM)
STATUTORY AUDITORS OBSERVATIONS &COMMENTS FROM BOARD
1. The Company hold old stock which may have less value no appropriate provisions aremade in Accounts:-The Boardshall ensure to make necessary provisions.
2. The Company has given Advances where no interests are charged on Debtors includingold Debtors. No timely recoveries are made nor are any interests charged on them:-The termand conditions of the grant of such loans are prima facie not prejudicial to thecompany sinterest.
3. Fixed Assets register not updated thus physical assets verification notpossible:-The frequency of verification is reasonable considering the size of theCompany.
4. The Company has no adequate internal financial controls system over financialreporting as there is slow moving stock slow paying debtors no returns on investmentsand no returns on investment in leasehold land and factory building as at March 31 2017as stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India":-Internalcontrolcommensurate with the size and the limited nature of its business activities.
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 2".
SECRETARIAL AUDITORS OBSERVATIONS & COMMENTS FROM BOARD:
1. The Company has not appointed Company Secretary and Chief Financial Officeras KMP as required under section 203 of Companies Act 2013 and Compliance Officer asrequired under regulation 6 of SEBI (LODR) Regulations 2015:- The Company is looking for asuitable candidate but so for unable to find out suitable person for the postconsidering the weak financial position of the Company.
2. The company has not complied with the regulation 31(2) of LODR according towhich 100%
shareholding of promoters shall be in Demat Form: - The Company will ensure thecompliances.
3. The Company has not updated its websites with policies and other informationas required under the Companies Act and the Listing Agreement:- The Company will ensurethe compliances.
4. The company has given loans to two parties viz. one is proprietary concernand another is a company. Both these partiesare covered under the explanation appended toSection 185 and hence it is a loan in which the director(s) are interested. It is aviolation of Section 185 of the Companies Act 2013:- The Company will ensure thecompliances.
5. Other Companies in which Directors of the company Mr AkshitLakhani and MrVardhman Shah having interest under section 184 have not filed returns for continuousperiod of three years falling disqualification under section 164 read with section 167 ofthe Companies Act 2013: Due to financial problems company could not file the returns intime. We are in process of doing all necessary compliances.
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.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
During this period under the provisions under section 135 in respect of CSR is notapplicable to the Company. Hence your Directors have not constituted the Corporate SocialResponsibility (CSR) Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.
(a) Conservation of energy measures taken:
The Board of Directors has taken following steps to conserve the energy:
Switching off lights A/C and computers whenever not used. Power utilization onall computers pantry and cabins. Planning to replace lights with low energyconsumption units. The Board is considering the option of using solar energyresources.
Controlled the energy consumption by optimizing the temperature inside the officepremises is the major contributor for the energy conservation for the stores. Optimized lighting consumption by strictly controlling the operating hours as perthe usage pattern.
After constant monitoring and effective utilization the company s electricity bill hasshown reduction. The board is constantly taking initiatives and steps to reduce the billsand is optimist for a favorable output. The Board is also using energy saver equipments.
(b) Technology absorption measures:
|(i) The efforts made towards Technology Absorption ||The Company is searching for the advance technology which can be used in the |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||Company s premises. The benefits will be seen in future. |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||-- |
|(a) the details of technology imported ||-- |
|(b) the year of import; ||-- |
|(c) whether the technology been fully absorbed ||-- |
|(d) if not fully absorbed areas where absorption has ||-- |
|not taken place and the reasons thereof the expenditure incurred on Research and ||-- |
|Development || |
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The Company does not have any employees drawing remuneration in excess of limitesspecified in section 197(12).
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 2016-17 is not applicable as none of theemployee is drawing remuneration in excess of the limits specified in the said Rule 5(2).
RATIO OF REMUNERATION OF EACH DIRECTOR
The information required pursuant to Section 197 read with Rule 5(1)(i) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable to the Company as the Company has not paid any remuneration to the ManagerialPersonnel during the year 31st March 2017.
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:
The details forming part of the extract of the Annual Return in form MGT 9 forms partof this Annual
Report and is annexed herewith and marked as "Annexure 3".
KEY MANAGERIAL PERSONNEL
In terms of the provisions of Section 203 of the Act Mr. Vardhaman Chhaganlal ShahManaging Director is the Key Managerial Personnel of your Company.Mr. AkshitLakhani andMr. Jaysukh Shah Chhganlal are the Executive Directors of the Company.
(i) Your Company has not issued any shares with differential voting. (ii) There was norevision in the financial statements. (iii) Your Company has not issued any sweat equityshares.
PREVENTION OF INSIDER TRADING:
The Company has ensured the compliance of Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the Company.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.
By Order of the Board of Directors For Indo Euro Indchem Limited
|Sd/- ||Sd/- |
|Akshit B Lakhani ||Vardhaman C. Shah |
|Director ||Director |
|Din No. 00334241 ||Din No. 00334194 |
|Place: Osmanabad |