The Members of
INDRA INDUSTRIES LIMITED
Your Directors are pleased to present the 33rd Annual Report on the business andoperation of the Company together with the Audited Financial Statements for the year endedMarch 31 2017.
1. STATE OF AFFAIRS FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:
1.1 FINANCIAL HIGHLIGHTS AND SUMMARY :
The performance highlights and summarized financial results of the Company are givenbelow:
(Rupees in Lakhs except EPS)
|Particulars ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|Total Income ||3354.96 ||3621.06 |
|Total Expenditure ||3417.05 ||3610.40 |
|Profit/(Loss) before Exceptional & Extraordinary Items & Tax ||(62.09) ||10.66 |
|Exceptional Items ||0.00 ||0.00 |
|Extraordinary Items ||0.00 ||0.00 |
|Profit/(Loss) before tax ||(62.09) ||10.66 |
|Provision for Tax || || |
|- Current Tax ||0.00 ||2.10 |
|- Deferred Tax ||(3.44) ||8.01 |
|- Earlier year Tax ||0.05 ||0.00 |
|Profit/Loss after tax ||(58.70) ||0.55 |
|Surplus Carried to Balance Sheet ||(58.70) ||0.55 |
|Paid up Equity Share Capital ||64.77 ||64.77 |
|Earning per share (Rs.10/- each) Basic & Diluted (in Rs.) ||(0.91) ||0.01 |
1.2 OPERATIONAL AND STATE OF COMPANY'S AFFAIRS & OUTLOOK
During the financial year company has achieved total income of Rs. 3354.96 Lakhs incomparison to previous year's total income of Rs. 3621.06 Lakhs and incurred net loss ofRs.58.70 Lakhs in comparison to previous year's Company earned net profit of Rs.0.55Lakhs.
Financial year 2016-17 continued to remain a challenging year. Further due to higherinterest charges and non receipt of permitted subsidy company has suffered heavy losses inprevious year. Similarly business of polymer division was also affected due to recessionand tough competition.
1.3 CHANGE IN NATURE OF BUSINESS
During the year there was no change in business activity of the company.
1.4 SHARE CAPITAL
The Paid-Up Equity Share Capital as at 31st March 2017 stood at Rs.64770700/-. Duringthe year under review the company has not issued shares with differential voting rightsnor has granted any stock option or sweat equity shares. As on 31st March 2017 none ofthe Directors of the company hold instruments convertible into equity shares of theCompany.
2. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed as Annexure - A and forms anintegral part of this Report
3. NUMBER OF MEETINGS OF THE BOARD ITS COMMITTEES & AGM
The details of the number of meetings of the Board and its committee held during theFinancial Year 2016-17 forms part of the Corporate Governance Report. Further Annualgeneral meeting of the Company for financial year 2016 was held on 24th September 2016.
Due to losses your Directors have not recommended any dividend for the year underreview.
5. AMOUNTS TRANSFERRED TO RESERVES
During the year there was no amount transferred to reserves.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS.
Pursuant to Section 2 (31) Read with Rule 2(1)(viii) of Companies (Acceptance ofDeposits) Rules 2014(including any statutory modification or re-enactment thereof forthe time being in force) the details of unsecured loan received from directors are givenbelow:
|S No. ||Name of the Director ||Amount Received ||Outstanding Amount |
|01 ||Shri Virendra Kumar Jain ||6900000 ||9651884/- |
|02 ||Smt. Astha Devi Jain ||0.00 ||6863029/- |
7. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES
During the financial year ended on 31.03.2017 the Company did not have any subsidiaryjoint venture or associate company.
8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Smt. Astha Devi Jain Director retires by rotation atthe forthcoming Annual General Meeting and being eligible offers herself forre-appointment. The Board recommends her re-appointment for the consideration of theMembers of the Company at the ensuing Annual General Meeting.
During the year Ms. Shweta Kothari was appointed as a Chief Financial Officer of theCompany with effect from 30th May 2016 in place of Mr. Deepak Kumar Joshi who resignedfrom the post of Chief Financial Officer of the Company w.e.f. 18th April 2016.
Further Board of Directors in their Meeting held on 28th March 2017 consideredre-appointment of Shri Virendra Kumar Jain as Managing Director of the company for term ofthree years w.e.f 1st April 2017 up to 31st March 2020 subject to approval of members inensuing Annual General Meeting.
The following have been designated as the Key Managerial Personnel of the Companypursuant to sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:
1. Shri Virendra Kumar Jain Managing Director
2. Shri Dilip Patidar Company Secretary and Compliance officer
3. CA Shweta Kothari Chief Financial officer
DISQUALIFICATIONS OF DIRECTORS
During the year declarations received from the Directors of the Company pursuant toSection 164 of the Companies Act 2013. Board appraised the same and found that none ofthe director is disqualified for holding office as director.
9. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent Directors of the Companyconfirming that they fulfil the criteria of independence as prescribed under sub-section(6) of section 149 of the Companies Act 2013 and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.
10. 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 in adoption of these standards;
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 Loss of the Company for that period;
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the 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 have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
vi. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
11. FAMILIARIZATION OF INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors have been disclosedon website of the Company at the weblink : http://indraindustries.in/images/stories/policy/Familarisation.pdf
12. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met once during the year as on 11th February 2017. TheMeeting was conducted in an informal manner without the presence of the Chairman theWhole Time Director the Non-Executive Non-Independent Directors and the Chief FinancialOfficer of the Company.
13. COMMITTEES OF THE BOARD OF DIRECTORS
The Company has various committees which have been constituted as a part of the goodcorporate governance practices and the same are in compliance with the requirements of therelevant provisions of applicable laws and statutes. Your Company has an adequatelyqualified and experienced Audit Committee with Smt. Sanjali Shrimati Jain (Chairperson)Shri Tilak Chitta and Smt. Astha Devi Jain as Members. The recommendations of the AuditCommittee were duly approved and accepted by the Board during the year under review.
The other Committees of the Board are:
(i) Nomination and Remuneration Committee
(ii) Stakeholders Relationship Committee
The details with respect to the composition powers roles terms of referenceMeetings held and attendance of the Directors at such Meetings of the relevant Committeesare given in detail in the Report on Corporate Governance of the Company which forms partof this Report.
14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE ITS DIRECTORS AND THAT OF ITS COMMITTEES
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 and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information 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 remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairperson was also evaluatedon the key aspects of his/her role.
Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for independent directors are determined by theNomination and Remuneration committee. An indicative list of factors that may be evaluatedinclude participation and contribution by a director commitment effective deployment ofknowledge and expertise effective management of relationship with stakeholders integrityand maintenance of confidentiality and independence of behavior and judgments
15. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS U/S 186
The Company has not provided any loans and guarantees pursuant to section 186 of theCompanies Act 2013. Further company has not made any new investment during the financialyear. Further Company having investment for the purpose of getting optimum return. Detailsof investment are given in note No. 2 to the financial statements.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made there under. Thus disclosure in Form AOC-2is not required. Further there are no material related party transactions during the yearunder review with the promoters directors.
The Details of the related party transactions as required under Accounting standard -18are set out in Note 14 of notes to accounts to the financial statement forming part ofthis Annual Report.
All Related Party Transactions are placed before the Audit Committee and the Board forreview and approval on a quarterly basis. Omnibus approval was obtained on a quarterlybasis for transactions which are of repetitive nature.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company. The web-link of the same has been provided in theCorporate Governance Report. None of the Directors has any pecuniary relationship ortransactions vis--vis the Company.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under sub-section (3)(m) of section 134 of theCompanies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 aregiven as under :
(A) Conservation of Energy
(i) Adequate measures have been initiated to reduce energy consumption wherevernecessary.
(ii) The company makes ongoing study to identify and implement energy saving system toreduce energy consumption and cost of production.
(iii) Maintenance of machines as per schedule.
(iv) Energy conservation is on going process in our company . Continues monitoring planning development and modification for energy conservation are done at the plant.
(v) The capital investment on energy conservation equipment's: Nil
(B) Technology Absorption :
(i) The efforts made towards technology absorption: Not Applicable.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable.
(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the Financial Year): Not Applicable.
(iv) Company has not incurred any expenditure on Research and Development during theyear under review.
(Rs. In Lacs)
|Foreign Exchange earning & Outgo ||FY 2016 - 17 ||FY 2015 - 16 |
|A. Earning in Foreign Currency ||Nil ||Nil |
|B. Expenditure in Foreign Currency ||484.72 ||146.63 |
18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL STATEMENTS.
Your company has an effective internal control and risk mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. Thecompany's internal control system is commensurate with its size scale and complexities ofits operations;the internal and operational audit is entrusted to Mr. Harendra ThakurChartered Accountants. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry.
The audit committee of the board of directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The company has a robust management information system which is an integral part ofthe control mechanism.
The audit committee of the board of directors statutory auditors and the businessheads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of director. Significantaudit observations and corrective actions taken by the management are presented to theaudit committee of the board. To maintain its objectivity and independence the internalaudit function reports to the chairman of the audit committee. Report of statutoryauditors for internal financial control system is part of Audit Report.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
Provisions of section 135 of the Companies Act 2013 does not apply to the Companytherefore Company has not constituted Corporate Social Responsibility (CSR) committee asrequired under the Act.
20. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEYMANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors formulated theNomination and Remuneration Policy of your Company on the recommendations of theNomination and Remuneration Committee. The Nomination and Remuneration Policy of thecompany is annexed as Annexure-B and forms an integral part of this report.
The Disclosure required under Section 197(12) of the Companies Act 2013 read with theRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended up to date is annexed as Annexure-C and forms an integral part of this Report.
None of the employee of the company is drawing more than Rs.10200000/- per annum orRs.850000/-per month for the part of the year during the year under review. ThereforeParticulars of the employees as required under Section 197 of Companies Act 2013 readwith rule 5(2) & rule 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not applicable during the year under review. Further Companydid not have any holding or subsidiary company therefore receipt of the commission orremuneration from holding or subsidiary company of the company as provided under section197 (14) of Companies Act 2013 is not applicable.
21. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS.
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the PracticingChartered Accountant confirming compliance forms an integral part of this Report.
22. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns or grievances. Thedetails of establishment of the reporting mechanism are disclosed on the weblink : http://indraindustries.in/images/stories/Vigil_Mechanism_Policy.pdf.
No Person has been denied access to the Audit Committee.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
24. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. L. N. Joshi & Company Practicing Company Secretary to undertake asthe Secretarial Auditor of the company. The Secretarial Audit report is annexed as ANNEXURE-Dand forms an integral part of this Report.
EXPLANATION TO SECRETARIAL AUDITOR'S REMARKS
The Secretarial audit report does not contain any qualification reservation or adverseremark. There was no Secretarial Audit qualification for the year under review.
25. STATUTORY AUDITORS
M/s. P.K. Shishodia & Co the Statutory Auditors who have been appointed at theAnnual General Meeting held on 26th September 2014 for a period of 3 years retires atthe conclusion of the ensuing Annual General Meeting. The Board places on record theirappreciation for the valuable contribution on the Audit and review made by M/s. P.K.Shishodia & Co during their long association with the Company.
The Board has consented to recommend to the members the appointment of M/s Mukesh &Associates Chartered Accountants as the statutory auditors of the company for a periodof 5 years from the conclusion of 33rd Annual General Meeting up to the conclusion of the38th Annual General meeting to be held in the year 2022 subject to ratification of theirreappointment by the members at each AGM to be held between the above periods. M/s Mukesh& Associates Chartered Accountants have given eligilibility certificate that theyare in compliance with the conditions provided in Section 139(1) read with Section 141 ofthe Companies Act 2013.
EXPLANATION TO AUDITOR'S REMARKS
The Auditors in their report have referred to the notes forming part of the Accountswhich are self-explanatory and does not contain any qualification reservation or adverseremark or disclaimer.
Further there was no fraud in the Company which was required to report by statutoryauditors of the Company under sub-section (12) of section 143 of Companies Act 2013.
26. COST AUDIT
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 as amended from time to time the cost auditrecords maintained by the Company in respect of its activity is required to be audited.The Board of Directors on recommendation of the Audit Committee and Nomination &Remuneration committee has appointed M/s. Sudeep Saxena & Associates (FirmRegistration No.100980) Cost Accountants Indore as Cost Auditors of the Company for theFinancial Year 2017-18 for conducting the audit of the cost records maintained by theCompany on the remuneration of Rs. 22000/- (Rupees Twenty Two Thousand only) per yearplus out of pocket expenses incurred from time to time to be paid to the Cost Auditor.
Auditor has given their eligibility certificate for appointment as Cost Auditor. Theremuneration payable to the said cost auditors needs to be ratified by the shareholders atthe ensuing Annual General Meeting. The Cost Audit report for the financial year 31stMarch 2017 will be submitted by Company with in time as prescribed under the act andrules.
27. INTERNAL AUDITOR
The Board has appointed Mr. Harendra Thakur Chartered Accountants Indore as InternalAuditor of the company and takes his suggestions and recommendations to improve andstrengthen the internal control systems. His scope of work includes review of operationalefficiency effectiveness of systems & processes compliances and assessing theinternal control strengths in all areas.
The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems.
28. CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and senior managementand independent directors of the Company. All the Board members including independentdirectors and senior management personnel have affirmed compliance with the code ofconduct. Declaration on adherence to the code of conduct is forming part of the CorporateGovernance Report.
29. MD / CFO CERTIFICATION
As required under Regulation 17(8) of the Listing Regulations the Managing Directorand Chief Financial Officer of the Company have certified to the Board regarding theFinancial Statements for the year ended 31st March 2017 and same was reviewed by theBoard of Directors and is annexed to the Corporate Governance Report.
30. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:
Your Company has adopted the code as per SEBI (Prohibition of Insider Trading)Regulations 2015 which has been effective from 15th May 2015. The Details of the saidcode is available on website of the Company at the weblink : http://indraindustries.in/images/stories/Code%20for%20Prevention%20of%20Insider%20Trading.pdf31. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Board of Directors has adopted risk management policy for the Company whichprovides for identification assessment and control of risks which in the opinion of theBoard may threaten the existence of the Company. The Management identifies and controlsrisks through a properly defined framework in terms of the aforesaid policy.
32. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year to which the financial statementsrelate and the date of this Board's report.
33. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy required conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.
34. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL)ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaintreceived regarding sexual harassment. There was no case of sexual harassment reportedduring the year under review.
35. LISTING OF SHARES
Company's shares are listed on Bombay Stock Exchange Limited. The company has paidannual listing fee for financial year 2017-18.
36. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto your Company for the financial year ending March 31 2017.
37. DEPOSITORY SYSTEM
Your Company's shares are tradable compulsorily in electronic form and your Company hasconnectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL)and Central Depository Service (India) Limited (CDSL). In view of the numerous advantageoffered by the Depository System members are requested to avail of the facility ofDematerialization of the Company's shares on either of the Depositories mentioned asaforesaid. The Company has paid the annual custodian fee to both the depositories.
38. INDUSTRIAL RELATIONS:
Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review.
The Board of Directors wish to place on record its appreciation for the extendedco-operation and assistance rendered to the Company and acknowledge with gratitude thecontinued support and cooperation extended by the employees investors stakeholdersBanks and other regulatory authorities.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
| ||INDRA INDUSTRIES LTD. |
| ||Virendra Kumar Jain ||Astha Devi Jain |
|Date : 14th August 2017 ||Managing Director ||Director |
|Place : Indore ||(DIN : 00326050) ||(DIN : 00408555) |