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Indoworth Holdings Ltd.

BSE: 512408 Sector: Others
NSE: N.A. ISIN Code: INE728J01019
BSE 05:30 | 01 Jan Indoworth Holdings Ltd
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Indoworth Holdings Ltd. (INDOWORTHHOLD) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2018-2019

To

The Members

Your directors have pleasure in presenting their 33rd Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2019.

FINANCIAL HIGHLIGHTS:

During the year under review financial performance of your Company was as under:

(Rs in 000's)

31st March 2019 31st March 2018
Total Income 2062.25 2023.81
Profit before Interest and Depreciation 342.74 292.09
Less: Interest 40.97 69.62
Profit before Depreciation 301.77 222.47
Less: Depreciation 158.41 144.37
Profit before Extra- Ordinary item 143.36 78.10
Less : Extra Ordinary Item -
Profit before Tax before Extra- Ordinary item 143.36 78.10
Less: Provision for Taxation 42.56 26.05
Less : Deferred Tax (12.87) (1.84)
Profit After Tax for the year 113.67 53.90
Other Comprehensive Income (141.55) (133.00)
Total comprehensive Income of the year (27.88) (79.10)
Add : Balance b/f from previous year - 4329.18
Profit available for appropriation - 4250.08
Appropriations :
General Reserve - -
Dividend on Equity Shares - -

STATE OF COMPANY'S AFFAIRS :

During the year under review total Income mainly from trading activities stoodincreased to Rs20.62 lakhs as against Rs 20.23 lakhs in the previous year. HoweverProfits after Tax increased to Rs. 1.14 lakhs as against Rs. 0.54 lakhs.

BUSINESS/FUTURE OUTLOOK :

Steps are being taken to increase existing business activities and also considerpossibilities of starting fresh ventures.

CHANGE IN NATURE OF BUSINESS :

No change in the nature of the Business has taken place during the year under review.

DIVIDEND :

During the F.Y 2018-19 with the view to conserve the resources of Company theDirectors are not recommending any dividend

AMOUNTS TRANSFERRED TO RESERVES :

The Board of the Company has proposed to carry Rs. 1.14 lakhs to its reserve.

CHANGES IN SHARE CAPITAL :

During the Financial Year 2018-19 there have been no changes in the share capital ofthe Company. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS :

The Company has not issued any Equity Shares with differential Rights during thefinancial year. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS :

The Company has not issued any Employee Stock Options during the financial year.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES :

The Company has not issued any Sweat Equity Shares during the financial year.

EXTRACT OF ANNUAL RETURN :

The extract of Annual Return in format MGT -9 for the Financial Year 2018-19 has beenenclosed with this report as “Annexure II”.

MEETING OF BOARD :

9 (Nine) Board meetings were held during the financial year 2018-19 under review:

Board Meeting held during the year
Date of Board Meeting Total Strength of the Board No. of Directors present
27.04.2018 5 5
30.05.2018 5 3
24.07.2018 5 3
30.07.2018 5 3
13.08.2018 5 3
18.08.2018 5 2
13.11.2018 5 3
14.02.2019 5 3
29.03.2019 5 4

*Mrs. Mohana Pingale has resigned from the Board of Directors w.e.f 2903.2019 Mr.Rajendra Pandey has resigned from the Board of Directors w.e.f. 29.03.2019 Mr.Rajveersingh B Jadon was appointed as Additional Director w.e.f. 29.03.2019 Mr. VivekChaudhary was appointed as Additional Director w.e.f 29.03.2019

MEETING OF AUDIT COMMITTEE:

6 (Six) meetings of Audit Committee were held during the financial year 2018-19 underreview:

Audit Committee Meeting held during the year

Date of Audit Committee Meeting Total Strength of the Audit Committee No. of Members present
30.05.2018 3 2
30.07.2018 3 2
13.08.2018 3 2
13.11.2018 3 2
Audit Committee Meeting held during the year
Date of Audit Committee Meeting Total Strength of the Audit Committee No. of Members present
14.02.2019 3 2
29.03.2019 2 2

*Mrs. Mohana Pingale has resigned from the Board of Directors w.ef. 29.03.2019 Mr.Rajendra Pandey has resigned from the Board of Directors w.e f. 29.03.2019 MrRajveersingh B Jadon was appointed as Additional Director w.e.f. 29.03.2019 Mr. VivekChaudhary was appointed as Additional Director w.e.f. 29.03.2019

MEETING OF NOMINATION & REMUNERATION COMMITTEE:

1 (One) meeting of Nomination & Remuneration Committee was held during thefinancial year 2018-19 under review;

Nomination & Remuneration Committee Meeting held during the year
Date of Nomination & Remuneration Committee Meeting Total Strength of the Nomination & Remuneration Committee No. of Members present
29 03.2019 2 2

* Mrs. Mohana Pingale has resigned from the Board of Directors w.e.f. 29.03.2019 MrRajendra Pandey has resigned from the Board of Directors w.e.f. 29.03.2019 Mr.Rajveersingh B Jadon was appointed as Additional Director w.e.f. 29.03.2019 Mr VivekChaudhary was appointed as Additional Director w.e.f 29.03.2019

MEETING OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

1 (One) meeting of Stakeholder Relationship Committee was held during the financialyear 2018-19 under review:

Stakeholders Relationship Committee Meeting held during the year
Date of Stakeholders Relationship Committee Meeting Total Strength of the Stakeholders Relationship Committee No. of Members present
14 01.2019 3 3

* Mrs Mohana Pingale has resigned from the Board of Directors w.e.f. 29.03.2019 Mr.Rajendra Pandey has resigned from the Board of Directors w.e.f. 29.03.2019 Mr. Rajveersingh B Jadon was appointed as Additional Director w.e.f. 29.03.2019 Mr. Vivek Chaudharywas appointed as Additional Director w.e.f. 29.032019

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186 :

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 forms part of the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

Related Party transactions that were entered during the financial year on arm's lengthbasis and in the ordinary course of business. There were no Materially significant relatedparty transactions which were in conflict with interest of the Company.

AUDITORS REPORT :

The observations made by Auditors in their Auditor's Report with reference to notes tofinancial statements are self explanatory and need no comments forms part of this report.

STATUTORY AUDITORS :

M/s. Goenka Shaw & Co. Chartered Accountant (Firm Registration Number 319075E)were appointed as Statutory Auditors of the Company by the members at the 31st AnnualGeneral Meeting held on 26.09.2017 for a period of 5 consecutive years till the conclusionof 36th Annual General Meeting of the Company to be held in the financial year 2022-23.

INTERNAL AUDITORS:

The Company has appointed M/s. P. K. Bothra & Co. Chartered Accountants as anInternal Auditors of the Company for the financial year 2019-20.

SECRETARIAL AUDITORS :

In terms of Section 204 of the Companies Act 2013. the Board of Directors at theirmeeting held on 30th May. 2018 have appointed M/s K K Sanganeria & AssociatesPracticing Company Secretaries as Secretarial Auditor for conducting Secretarial Auditof the Company for the Financial Year 2019-20. Report of the Secretarial Auditors for thefinancial year ended 31.03.2019 is given as “Annexure I" which forms part ofthis report.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY :

No matenal changes affecting the financial position of the Company occurred between theend of the financial year to which this financial statements relate on the date of thisreport.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the provisions of Section 134(3)(m) of Companies Act 2013 and theCompanies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 therequired information relating to the “Conservation of Energy TechnologyAbsorption" do not apply to the Company.

DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES :

The details regarding Company's subsidianes are provided in Form AOC 1 annexed heretoas “Annexure- III" and forms part of this report.

RISK MANAGEMENT POLICY :

In terms of Section 134 (3) (n) of the Act the Board of Director has adopted acomprehensive risk management policy which include identification of element of risk itsmitigation and other related factor. The Board periodically reviews the same. In view ofParagraph 4 1 of SEBI Circular CIR/CFD/POLICY CELL/2/2014 dated 17th April. 2014 no RiskManagement Committee has been constituted since it is not covered by the requirements ofthe above-mentioned Paragraph

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mr. Kamal Sharma (DIN; 02946513) who retires by rotation and being eligible offershimself for reappointment.

Since the last Annual General Meeting Mr Rajendra Pandey (DIN: 07144144) hasresigned as Independent Director of the Company w.e.f 29.03 2019.

Since the last Annual General Meeting Mrs. Mohana Pingale (DIN: 07093321) hasresigned as Independent Director of the Company w.e.f. 29.03.2019.

The Board of Directors of the Company at its meeting held on 29.032019 on therecommendation of the Nomination & Remuneration Committee co-opted Mr. RajveersinghBaboosingh Jadon (DIN. 08396518) as an Additional Director (Non-Executive IndependentDirector) of the Company subject to the approval of members at the ensuing Annual GeneralMeeting in accordance with the provisions of Sections 149 152. 161 read with Schedule IVand any other applicable provisions if any of the Companies Act 2013 and Rules framedthereunder.

The Board on the recommendation from Nomination & Remuneration Committee proposesto recommends for the approval of the Members through Ordinary Resolution to appoint Mr.Rajveersingh Baboosingh Jadon as an Independent Director of the Company for a period of 5years upto 28.032024

The Board of Directors of the Company at its meeting held on 29.03.2019 on therecommendation of the Nomination & Remuneration Committee co-opted Mr. VivekChaudhary (DIN: 08396579) as an Additional Director (Non-Executive Independent Director)of the Company subject to the approval of members at the ensuing Annual General Meetingin accordance with the provisions of Sections 149 152 161 read with Schedule IV and anyother applicable provisions if any of the Companies Act 2013 and Rules framedthereunder.

The Board on the recommendation from Nomination & Remuneration Committee proposesto recommends for the approval of the Members through Ordinary Resolution to appoint Mr.Vivek Chaudhary as an Independent Director of the Company for a period of 5 years upto28.03.2024.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL:

No significant & material orders passed by the regulators or courts or tribunal

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS :

The Company has adequate internal control procedures commensurate with the size scaleand complexity of its operations which are well supplemented by surveillance of InternalAuditors.

DEPOSITS :

Your Company has not accepted any deposit within the meaning of deposits covered underChapter V of the Companies Act 2013

FIXED DEPOSITS:

The Company did not accept/renew any fixed deposits from public and no fixed depositswere outstanding or remained unclaimed as on March 312019.

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(7) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in Section 149(6) of the Act.

BOARDS VIEW :

The observations of the Auditor's report have been dealt with in the Notes on FinancialStatements for the year ended 31st March 2019 and being self explanatory do not callfor any further clarifications.

CORPORATE SOCIAL RESPONSIBILITIES :

Companies (Corporate Social Responsibility Policy) Rules 2014 is not applicable onthe Company. CONSOLIDATED FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

In accordance with Section 129 (3) of the Companies Act 2013 the Company has preparedConsolidated Financial Statements of the Company and its subsidiaries which is followingpart of the Annual Report. Summarized details of the subsidiaries are provided in Form AOC1 as Annexure III.

As per the provisions of Section 136 of the Companies Act 2013 separate AuditedFinancial Statements of its subsidiary will be provided to the Shareholders on request.

BOARD EVALUATION :

Pursuanttothe provisionsofthe CompaniesAct2013andSEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the Board of Directors has carried out anannual evaluation of its own performance Board committees and individual directorspursuant to the provisions of the Act. The performance of the Board was

evaluated by the Board after seeking inputs from all the directors on the basis of thecriteria such as the Board composition and structure effectiveness of board processesinformation and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed theperformance of the Individual Directors on the basis of the criteria such as thecontribution of the Individual Director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contnbution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and elected Chairman of the each meetingwas evaluated taking into account the views of executive directors and non-executivedirectors The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

The Nomination and Remuneration Committee as specified u/s 178 of the Companies Act2013 was formed with a view to reviewing and making recommendations on annual salariesperformance commissions perquisite and other employment conditions of Executives andOfficials. The Committee's also takes into consideration remuneration practices followedby leading Companies as well as information provided by reputed consultants whiledetermining the overall remuneration package.

• During the year under review the Nomination and Remuneration Committee met onceon 29.03.2019.

• The following are the members of the Committee at present;

Name Designation * Executive/Non-Executive/Independent
Mr. Kamal Sharma Member Non- Executive
Mr. Vivek Chaudhary Member Non- Executive & Independent
Mr. Rajveersingh Baboosingh Jadon Chairman Non- Executive & Independent

*Mrs. Mohana Pingale has resigned from the Board of Directors w.e.f. 29.03.2019 Mr.Rajendra Pandey has resigned from the Board of Directors w.e.f. 2903.2019 Mr.Rajveersingh B Jadon was appointed as Additional Director w.e.f. 29.03.2019 Mr. VivekChaudhary was appointed as Additional Director w.e.f. 29.03.2019

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 with theStock Exchanges in India is presented in a separate section which forms part of theAnnual Report.

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM :

In pursuant to the provision of Section 177(9) & (10) of the Companies Act 2013the Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. TheWhistle Blower Policy is available on the website of the Company i.e.www.uniworthsecurities.com

HEALTH SAFETY AND ENVIRONMENT PROTECTION :

The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

POLICY ON PREVENTION OF SEXUAL HARASSMENT :

The Company is committed to provide a safe and conducive work environment to itsemployee and has formulated "Policy for Prevention of Sexual Harassment".

During the financial year ended 31st March 2019 the Company has not received anycomplaints pertaining to Sexual Harassment.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.

PARTICULARS OF EMPLOYEES :

During the period under review no employee of the Company drew remuneration in excessof the limits specified underthe provisions of Section 197(12) of the Companies Act readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence no disclosure is required to be made in the Annual Report

CERTIFICATE FROM PRACTICING COMPANY SECRETARY ON NON-DISQUALIFICATION OF DIRECTORS:

A certificate from practicing company secretary that none of the directors on the Boardof the Company have been debarred or disqualified from being appointed or continuing asdirectors of companies by the Board Ministry of Corporate Affairs or any such statutoryauthority is annexed as "ANNEXURE IV”

CORPORATE GOVERNANCE REPORT:

Corporate Governance Report is not applicable to the Company as the paid up capital ofthe Company is less than Rs. 10 Crores and Net Worth was less than Rs. 25 Crores as on thelast day of the previous financial year i.e. 31st March 2019.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

li) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period

iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the co-operation and assistance received fromall concerned and particularly the Shareholders of the Company for continuing to bear withthe adversities of the Company.

On Behalf of the Board

Place : Kolkata N S Ramanathan Kamal Sharma
Date : 3rd September 2019 Executive Director Director
DIN: 03326478 DIN:02946513