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Indra Industries Ltd.

BSE: 539175 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE924N01016
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OPEN 6.08
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VOLUME 243
52-Week high 11.02
52-Week low 4.38
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indra Industries Ltd. (INDRAINDUSTRIES) - Director Report

Company director report

DEAR SHAREHOLDERS

Your Directors present their 36th Report together with the Audited FinancialStatements of your company for the year ended 31st March 2020.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:-

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY

The performance highlights and summarized financial results of the Company are givenbelow:

Particulars Year ended 31st March 2020 Year ended 31st March 2019
T otal Income 1913.48 1309.81
T otal Expenditure 1686.63 2218.94
Profit/(Loss) before Exceptional & Extraordinary 226.85 (909.13)
Items & Tax
Exceptional Items 0.00 0.00
Extraordinary Items 0.00 0.00
Profit/(Loss) before tax 226.85 (909.13)
Provision for Tax
Current Tax 0.00 0.00
Deferred Tax 82.47 (221.45)
Earlier year Tax 0.00 0.00
Profit/Loss after tax 144.38 (687.68)
Surplus Carried to Balance Sheet 144.38 (687.68)
Other comprehensive Income ( Net of Tax) 0.00 0.00
Total Comprehensive Income 0.00 0.00
Paid up Equity Share Capital 647.71 647.71
Earning per share (Rs.10/- each)
Basic & Diluted (in Rs.) 2.23 (10.62)

1.2 OPERATIONAL AND STATE OF COMPANY'S AFFAIRS

During the financial year company has achieved total income of Rs. 1913.48 Lakhs incomparison to previous year's total income of Rs.1309.81 Lakhs and earned net profit ofRs.144.38 Lakhs in comparison to previous year's net loss of Rs.687.68 Lakhs.

The company had suffered heavy losses due to finance cost and non operation of Dewasunit and sales of the company has been radically reduced and net worth of the Company alsobeen eroded. The company is facing several financial crises. In order to compensate thesituation and control overall financial situation and looking in to the circumstanceswhich is beyond the control and urgent necessity the Board of Directors of the Companyhas transfer leasehold right of Land and old Building (Except Plant and Machineries)

situated at Dewas Unit to IPCA Laboratories Limited for Rs. 670 Lacs. Further saleproceeds from transfer have already been paid to the Bank and Financial Institutionresultant financial cost of the company reduced.

1.3 IMPACT ON BUSINESS OPERATIONS OF YOUR COMPANY ON ACCOUNT OF COVID-19 PANDEMIC:

Global disruption caused by CoVID-19 combined with a total nationwide lockdown hasresulted in significant economic contraction in India. However agriculture sector hasremained insular during CoVID-19. The Government has classified agriculture and relatedindustries under essential commodities to ensure food security and provide livelihoodopportunities to the rural workforce. Though the Company faced certain challenges in theinitial period relating to labor shortage employee mobility and strict administrationrules impacting raw material handling production and distribution.

The operations of the Company are based in the Badnawar Town Dhar District (M.P.) andregistered office of the Company is situated at Indore (M.P.). Both the cities were underlockdown since Wednesday 25th March 2020. Although with effect from 08thJune 2020 the lockdown has been lifted to a certain extent but the Company continues toprovide "Work from Home" facility to its employees so as to avoid the riskassociated with the said pandemic.

1.4 CHANGE IN NATURE OF BUSINESS

During the year there was no change in business activity of the company.

1.5 SHARE CAPITAL

The Paid-Up Equity Share Capital as at 31st March 2020 stood at Rs.64770700/-. During the year under review the Company has not issued shares withdifferential voting rights nor has granted any stock option or sweat equity shares. As on31st March 2020 none of the Directors of the company hold instrumentsconvertible into equity shares of the Company.

1.6 SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

1.7 CORPORATE GOVERNANCE

As on 31st March 2019 paid- up capital of the Company was less than Rs. 10Crores and Net worth was less than Rs. 25 Crores; therefore the provisions of theCorporate Governance as stipulated under Regulation 15 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 were not applicable to the Company for thefinancial year ended 31st March 2020. Hence Corporate Governance Report isnot required to be disclosed with Annual Report. It is pertinent to mention that theCompany follows majority of the provisions of the corporate governance voluntarily as apart of Good Corporate Governance.

2. ANNUAL RETURN & 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 and copy of Annual return along with aforesaid annexure isalso available on the website of the Company.

3. COMPOSITION OF BOARD OF DIRECTORS COMMITTEES AND NUMBER OF MEETINGS OF THE BOARDITS COMMITTEES:-

I. BOARD OF DIRECTORS

The Composition of the Board is in conformity with Section 149 of the Companies Act2013. The Board of your Company comprises of four Directors as on 31st March2020. Independent Directors are non-executive directors as defined under Regulation16(1)(b) of SEBI Listing Regulations read with Section 149(6) of the Companies Act 2013.The maximum tenure of Independent Directors is in compliance with the Act and all theIndependent Directors have confirmed that they meet the criteria as mentioned underRegulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and Section 149(6) of the Companies Act 2013.

During the Financial year 2019-20 eight (8) Board Meetings were held i.e. on 30thApril 2019 30th May 2019 27th June 2019 13thAugust 2019 14th November 2019 06th February 2020 13thFebruary 2020 and 05th March 2020 respectively & the gap between twomeetings did not exceed 120 days. Proper notices for meeting were given and theproceedings were properly recorded and draft Minutes of Board Meeting were circulated tomembers of the Board for their comments.

Composition and Attendance of Directors at the meetings held during the year 2019-20are mentioned in the table below:

Sr. No Name of Director Category

No. of Board Meetings

Attendance at the previous AGM held on 19.09.2019

Held during their tenure Attended
1. Mr. Virendra Jain (DIN: 00326050) Managing Director 8 8 Yes
2. Mrs. Astha Jain (DIN:00408555) Non-Independent/ Non-Executive Director 8 8 Yes
3. Mr. Suresh Joshi (DIN:08279609) Independent/Non Executive Director 8 8 Yes
4. *Mr. Deepak Kothari (DIN:08522003) Independent/Non Executive Director 4 4 No
5. **Mrs. Sanjali Independent/Non 2 2 N.A.
Shrimati Jain (DIN: 06909199) Executive Director

*Mr. Deepak Kothari was appointed as an Additional Director as well as IndependentDirector of the Company w.e.f. 13th August 2019.

**Mrs. Sanjali Shrimati Jain resigned from the post of the Directorship of the Companyw.e.f. 25th June 2019.

II. AUDIT COMMITTEE

The Company has constituted Audit Committee as per requirement of Section 177 of theCompanies Act 2013. The terms of reference of Audit Committee are broadly in accordancewith the provisions of Companies Act 2013. During the year the committee met on fouroccasions on following dates viz. 30th May 2019 13th August2019 14th November 2019 and 13 th February 2020.

Composition and Attendance of Members at the Meetings of the Audit Committee heldduring 2019-20 is given below:

Sr. No Name of Director Category Designation

No. of Meetings

Held during their tenure Attended
1. Mr. Suresh Joshi (DIN:08279609) Independent/N on Executive Director Chairperson 4 4
2. Mrs. Astha Jain (DIN:00408555) Non-Independent/ Non-Executive Director Member 4 4
3. Mr. Deepak Kothari (DIN:08522003) Independent/N on Executive Director Member 2 2
4. Mrs. Sanjali Shrimati Jain (DIN:06909199) Independent/N on Executive Director Member 1 1

Due to the resignation of Mrs. Sanjali Shrimati Jain from the post of the directorshipof the Company w.e.f. 25th June 2019 the Committee was re-constituted on 13thAugust 2019 as in the Board Meeting held on 13th August 2019 wherein Mr.Deepak Kothari was appointed as an Additional as well as Independent Director and includedas member of the committee therefore Mr. Suresh Joshi was appointed as the Chairperson ofthe Committee in place of Mrs. Sanjali Shrimati Jain. As on the date of this reportCommittee comprises of Mr. Suresh Joshi Mr. Deepak Kothari and Mrs. Astha Jain.

III. NOMINATION & REMUNERATION COMMITTEE

The Company has constituted Nomination & Remuneration Committee as per requirementof Section 178 of the Companies Act 2013. The terms of reference of Nomination &Remuneration Committee are broadly in accordance with the provisions of Companies Act2013. During the year the committee met on two occasions on following dates viz. 13thAugust 2019 and 05th March 2020.

Composition and Attendance of Members at the Meetings of the Nomination &Remuneration Committee held during 2019-20 is given below:

Sr. No Name of Director Category Designation

No. of Meetings

Held during their tenure Attended
1. Mr. Suresh Joshi (DIN: 08279609) Independent/N on Executive Director Chairperson 2 2
2. Mrs. Astha Jain (DIN:00408555) Non-Independent/ NonExecutive Director Member 2 2
3. Mr. Deepak Kothari (DIN:08522003) Independent/N on Executive Director Member 1 1
4. Mrs. Sanjali Shrimati Jain (DIN:06909199) Independent/N on Executive Director Member 0 0

Due to the resignation of Mrs. Sanjali Shrimati Jain from the post of the directorshipof the Company w.e.f. 25th June 2019 the Committee was re-constituted on 13thAugust 2019 as in the Board Meeting held on 13th August 2019 wherein Mr.Deepak Kothari was appointed as an additional as well as Independent Director and includedas member of the committee therefore Mr. Suresh Joshi was appointed as the Chairperson ofthe Committee in place of Mrs. Sanjali Shrimati Jain. As on the date of this reportCommittee comprises of Mr. Suresh Joshi Mr. Deepak Kothari and Mrs. Astha Jain.

IV. STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Company has constituted Stakeholder's Relationship Committee to redress complaintsof shareholders. During the year the committee met on two occasions on following dates 13thAugust 2019 and 05 th March 2020.

Composition and Attendance of Members at the Meetings of the Stakeholder's RelationshipCommittee held during 2019-20 is given below:

Sr. No Name of Director Category Designation

No. of Meetings

Held during their tenure Attended
1. Mr. Suresh Joshi (DIN: 08279609) Independent/Non Executive Director Chairperson 2 2
2. Mrs. Astha Jain (DIN:00408555) Non-Independent/ Non-Executive Director Member 2 2
3. Mr. Deepak Kothari Independent/Non Executive Director Member 1 1
(DIN:08522003)
4. Mrs. Sanjali Shrimati Jain (DIN:06909199) Independent/Non Executive Director Member 0 0

Due to the resignation of Mrs. Sanjali Shrimati Jain from the post of the directorshipof the Company w.e.f. 25th June 2019 the Committee was re-constituted on 13thAugust 2019 as in the Board Meeting held on 13th August 2019 wherein Mr.Deepak Kothari was appointed as an additional as well as Independent Director and includedas member of the committee therefore Mr. Suresh Joshi was appointed as the Chairperson ofthe Committee in place of Mrs. Sanjali Shrimati Jain. As on the date of this reportCommittee comprises of Mr. Suresh Joshi Mr. Deepak Kothari and Mrs. Astha Jain.

V. EXTRA-ORDINARY GENERAL MEETINGS

During the year under review an Extra Ordinary General Meeting of members of theCompany was held on 15th April 2019 to consider appointment of M/s Mahesh C.Solanki & Co. Chartered Accountants Indore (Firm Registration No. 006228C) asstatutory auditor to conduct audit for the financial year 2018-19 to fill casual vacancycaused by the resignation of M/s. Mukesh & Associates Chartered Accountants.

Further Company called an Extra Ordinary General Meeting as on 28th March2020 but due to the spread of novel Corona virus (COVID-19J in the whole Country allprivate establishments were mandated to close and all public and private transportfacilities had been stopped which compelled the Company to postpone the scheduled meetinguntil the revocation of lockdown. The matters for which the Extra Ordinary General Meetingwas called will now be considered in the ensuing Annual General Meeting.

4. DIVIDEND:-

To compensate the accumulated losses incurred by company in previous financial yearsyour Directors regret their inability to recommend any dividend for the year under review.

5. AMOUNTS TRANSFERRED TO RESERVES:-

During the year no amount was transferred to any reserves.

6. DEPOSITS:-

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 Director Amount Received Outstanding Amount
1. Mr. Virendra Jain 3500000/- 27927458/-
2. Mrs. Astha Jain 700000/- 11809498/-

7. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES:-

During the financial year ended on 31st March 2020 the Company did nothave any subsidiary joint venture or associate company.

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

During the financial year tenure of Mrs. Sanjali Shrimati Jain (DIN: 06909199) as anIndependent Director completed on 25th June 2019 and as she was not willing tocontinue for second term of 5 year as Independent Director of the Company she resignedfrom post of Directorship of the Company by giving a notice in writing to the Company.Your Board places on record its deep appreciation for the valuable contribution made byher during her tenure as Directors of the Company.

Further Members in their 35th Annual General Meeting held on 19thSeptember 2019 confirmed appointment of Mr. Deepak Kothari (DIN: 08522003) as anIndependent Director of the Company for the period of five years w.e.f 13thAugust 2019 to 12th August 2024 who was initially appointed as Additionaldirectors of the Company by Board of Directors in their Meeting held on 13thAugust 2019.

Further Mr. Dilip Patidar resigned from the post of Company Secretary and ComplianceOfficer (KMP) of the Company w.e.f. 26th July 2019 and Ms. Aditi Pandya wasappointed as the Company Secretary and Compliance Officer (KMP) of the Company w.e.f. 05thMarch 2020.

Further Board of Directors in their Meeting held on 05th March 2020considered reappointment of Mr. Virendra Jain (DIN: 00326050) as Managing Director of theCompany for term of three years w.e.f 01st April 2020 till 31stMarch 2023 subject to the approval of members in ensuing Annual General Meeting.

Further in accordance with the provisions of Section 152 of the Companies Act 2013 andthe Company's Articles of Association Mrs. Astha Jain Director (DIN: 00408555) retiresby rotation at the forthcoming Annual General Meeting and being eligible offers herselffor reappointment. The Board recommends her re-appointment for the consideration of theMembers of the Company at the ensuing 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. Mr. Virendra Jain (DIN: 00326050) Managing Director

2. Mr. Sanjay Patil Chief Financial Officer

3. Ms. Aditi Pandya Company Secretary cum Compliance Officer (Appointed w.e.f. 05thMarch 2020)

DISQUALIFICATIONS OF DIRECTORS

During the year declarations were received from the Directors of the Company pursuantto Section 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 theCompany as required under Section 149(7) of the Companies Act 2013 confirming that theyfulfil the criteria of independence as prescribed under Section 149(6) of the CompaniesAct 2013 and Regulation 16(1)(b) of Securities and Exchange Board of India (ListingObligations 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 profit of the Company for that year;

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. 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 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 thecommittees was evaluated by the board after seeking inputs from the committee members on

the basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual Director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairperson was also evaluated on the key aspects of his 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.

12. 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 nor had the Company made any new investment during the financial year.However as at 31st March 2020 Company had investments which were made for thepurpose of getting optimum return. Details of investment are given in Note No. 2 to thefinancial statements.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:-

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onthe Company's website. The Policy intends to ensure that proper reporting; approval anddisclosure processes are in place for all transactions between the Company and RelatedParties.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's Length. All Related Party Transactions are subjectedto independent review by an Audit Committee to establish compliance with the requirementsof Related Party Transactions under the Companies Act 2013 and Listing Regulations.

The contract/arrangements entered into with the related parties for the year underreview were in ordinary course of business and on arm's length basis and there are nomaterial transactions to be reported under Section 188(1) of the Companies Act 2013hence disclosure in Form AOC -2 is not required.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:-

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) the steps taken or impact on conservation of energy:

The company is putting continues efforts to reduce the consumption of energy andmaximum possible saving of energy.

(ii) steps taken by the Company for utilizing alternate sources of energy:

The Company has used alternate source of energy whenever and to the extent possible.

(iii) 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): The Company has neither purchased within Indianor imported any technology.

(iv) The expenditure incurred on Research & Development: The Company has notincurred any expenditure on Research and Development during the year under review.

(C) Foreign Earning & Outgo

Rs. In Lacs

Foreign Exchange Earning & Outgo FY 2019-20 FY 2018-19
A Earning in Foreign Currency 0.00 65.03
B Expenditure in Foreign Currency 0.00 0.00

15. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL STATEMENTS:-

The Board of Directors of your Company is responsible for ensuring that InternalFinancial Controls (IFC) are laid down in the Company and that such controls are adequateand operate effectively. The Company's IFC framework is commensurate with its size scaleand complexity of operations. The framework has been designed to provide reasonableassurance with respect to recording and providing reliable financial and operationalinformation complying with applicable laws safeguarding assets from unauthorized useexecuting transactions with proper authorization and ensuring compliances with corporatepolicies.

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 appraised 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 chairperson of the audit committee. Report of statutoryauditors for internal financial control system is part of Audit Report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

Provisions of Section 135 of the Companies Act 2013 does not apply to the Company asCompany does not fall under any of the criteria specified under above referred sectiontherefore Company has not constituted Corporate Social responsibility (CSR) committee asrequired under the Act.

17. 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 on the recommendationsof the Nomination and Remuneration Committee formulated the Nomination and RemunerationPolicy of your Company is available at the website of the Company.

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-B 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 Company did not have any holding or subsidiary company therefore receipt ofthe commission or remuneration from holding or subsidiary Company of the Company asprovided under Section 197(14) of Companies Act 2013 is not applicable.

18. REPORT ON MANAGEMENT DISCUSSION ANALYSIS:-

As per Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a detailed analysis of the Company'sperformance is discussed in the Management Discussion and Analysis Report which formspart of this Annual Report.

19. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY:-

The Company has a whistle blower policy for Directors and employees to report genuineconcerns or grievances about unethical behavior actual or suspected fraud or violation ofthe Company's code of conduct or ethics policy. The details of establishment of thereporting mechanism are disclosed on the website of the Company. No Person has been deniedaccess to the Audit Committee.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:-

There are no significant and material orders passed by the Regulators/Courts/Tribunalsthat would impact the going concern status of the Company and its future.

21. 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. Ramesh Chandra Bagdi Practicing Company Secretaries Indore to conductthe Secretarial Audit of the Company for year ended March 31 2020. The Secretarial AuditReport given by the Secretarial Auditor of the Company is annexed as ANNEXURE-C and formsan integral part of this Report.

EXPLANATION TO SECRETARIAL AUDITOR'S REMARKS:

With respect to the observation of the Secretarial Auditor the Board replieshereunder:-

Secretarial Auditor Observations Management comments
Pursuant Regulation 47(1)(a) and 47(1) (b) Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations 2015 Company has not published in news papers about intimation of notice of Board meeting for approval of quarterly/yearly financial statement and publication of Financial Result for during the year under review The company had suffered heavy losses due to finance cost and non operation of Dewas unit. Further sales of the company has been radically reduced and net worth of the Company also been eroded. The company is facing several financial crises hence unable to publish news papers publications in time. However Board ensures that in future company shall arrange to publish the required information in news papers.
Company Secretary and Compliance Officer of the company had resigned with effect from 26th July 2019; However Company has appointed Company Secretary and Compliance Officer on 5th March 2020. Company is facing and incurring heavy losses from the past years however it is to be noted that the Company officials tried to find a suitable person to be appointed as the Compliance Officer of the Company but were unable to do the same in the timeframe required to be appointed. Further Company had appointed Company secretary and Compliance officer as on 5th March 2020 to Comply the necessary provisions of the act and rules.
Company has disposed off land There is no major manufacturing activity at Dewas
situated at Dewas without obtaining the prior approval of shareholder in terms of one time settlement with Union Bank of India however matter was to placed before the members of the Company for their approval in Extra Ordinary General Meeting scheduled to be held on 28th March 2020 but due to COVID-19 complete lockdown the Extra Ordinary General Meeting was postponed. unit and company has suffered heavy losses due to finance cost and non operation of Dewas unit. Due to this sales of the company have been radically reduced and net worth of the Company has also been eroded hence company is facing severe financial crises. In order to compensate the situation and control overall financial situation of the company and looking into the circumstances which is beyond the control and urgent necessity the Board of Directors of the Company at its meeting held on 06th February 2020 had approved to transfer leasehold right of Land and sale of Building. Further Board of Directors had called an Extra Ordinary General Meeting on 28th March 2020 to ratify confirm and approve the above said sale transaction before the members of the Company but Government has announced lockdown from midnight of 24th March 2020 due to spread over of novel corona virus (COVID-19) in the Country and therefore all public and private transport facilities has also been stopped and local administration has directed to impose the curfew in Indore. Hence Extraordinary General Meeting of the Company scheduled to be held on 28th March 2020 was indefinitely postponed. The matters for which the Extra Ordinary General Meeting was called will now been considered in the ensuing Annual General Meeting.
Cost Audit Report (CRA-4) for the financial year 2018-19 was not submitted by the company. Due to technical issue in filing cost audit report company was unable to file Cost Auditor report in time. Board ensure that requisite form would be field in due course.

22. STATUTORY AUDITORS:-

M/s. Mahesh C. Solanki & Co Chartered Accountants have given their resignation fromthe post of statutory Auditors which will be affected from conclusion of ensuing 36thAnnual General Meeting. In order to fill the casual vacancy caused by the resignation ofM/s Spark & Associates Chartered Accountants Board recommended for appointment ofM/s S.N. Gadiya and Company Chartered Accountants (Firm Registration No. 002052C)Indore as statutory auditors is proposed to appoint in forthcoming Annual General Meetingfor period of five year from the conclusion of the ensuing 36th AGM till the conclusion ofthe 41st AGM.

The Company has received from M/s S. N. Gadiya & Company Chartered Accountants awritten consent and a Certificate to the effect that their appointment if made would bein accordance with the conditions as prescribed under the Act has been received by thecompany.

EXPLANATION TO AUDITOR'S REMARKS

Auditors in their report have referred to the notes forming part of the Accounts whichare selfexplanatory and does not contain any further qualification reservation or adverseremark or disclaimer.

Further there was no fraud in the Company which was required to be reported bystatutory auditors of the Company under sub-section (12) of Section 143 of Companies Act2013.

23. 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 andRemuneration committee has appointed M/s. Sudeep Saxena & Associates (FirmRegistration No.100980) Cost Accountants Indore as Cost Auditors of the Company for theFinancial Year 2020-21 for conducting the audit of the cost records maintained by theCompany on the remuneration of Rs. 20000/- (Rupees Twenty Thousand only) per year plus outof 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 2019 will be submitted by Company as earliest.

24. INTERNAL AUDITOR: -

The Board has already appointed Internal Auditor of the company and takes hissuggestions and recommendations to improve and strengthen the internal control systems.His scope of work includes review of operational efficiency effectiveness of systems& processes compliances and assessing the internal 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.

25. CODE OF CONDUCT:-

The Board of Directors has laid down a Code of Conduct (“the Code") for allBoard members and senior management personnel of your Company. The Code is posted onCompany's website.

All Board members and senior management personnel have confirmed compliance with theCode.

26. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:-

In line with the amendments the Company has adopted an amended Code of Conduct toregulate monitor and report trading by Designated Persons and their Immediate Relatives& Connected Persons under the Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015.

27. 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.

28. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:-

The company had an opening outstanding credit balance of Rs. 110787249 with UnionBank of India on account of working capital loan as at 31st March 2019. The company hadmade an one time settlement (OTS) proposal with the bank dated 18th December2019. The proposal was sanctioned on 29th January 2020 with Rs. 6.50 Cr. asfull and final settlement of the account. The company was required to make an upfrontpayment of Rs. 0.25 Cr. on 18th December 2019 Rs. 2.75 Cr. on or before 12thFebruary 2020 & Rs. 1.3 Cr. on or before 17th February 2020 which havebeen duly paid by the company. Further balance amount of Rs. 2.20 Cr. was required to bepaid on or before 28th February 2020 which is yet to be paid by the companyand such amount is standing as the outstanding balance as at 31st March 2020.

Further due to lockdown announced on account of Covid-19 Pandemic by the Government ofIndia from 25th March 2020 operations of the Company were adversely affected.The Company will restart its complete operations in next few months depending on therelaxations as allowed by the Government of Madhya Pradesh and also availability ofadequate manpower. No firm date can be projected yet on this issue. The Company has alsotaken various cost cutting measures to sustain the operations and to optimize the use ofits financial resources. While administrative office of the Company were maintainedoperationally functioning by providing “Work from Home" facility to itsemployees during the period of lockdown.

Apart from this there is no material changes and commitments affecting the financialposition of the company have occurred between the end of the financial year to which thefinancial statements relate and the date of this Board's report

29. ENVIRONMENT AND SAFETY:-

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

30. 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.

31. 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 31st March 2020.

32. DEPOSITORY SYSTEM:-

Your Company's shares are tradable compulsorily in electronic form and your Company hasconnectivity with both the Depositories 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 the facility ofDematerialization of the Company's shares on either of the Depositories mentioned asaforesaid.

33. INDUSTRIAL RELATIONS:-

Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review.

34. ACKNOWLEDGMENT:-

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 LIMITED
DATE: 01st SEPTEMBER 2020
PLACE: INDORE
VIRENDRA JAIN ASTHA JAIN
MANAGING DIRECTOR DIRECTOR
(DIN:00326050) (DIN:00408555)

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