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Indsoya Ltd.

BSE: 503639 Sector: Industrials
NSE: N.A. ISIN Code: INE314N01010
BSE 05:30 | 01 Jan Indsoya Ltd
NSE 05:30 | 01 Jan Indsoya Ltd

Indsoya Ltd. (INDSOYA) - Director Report

Company director report

TO THE MEMBERS

Your Directors hereby present the 39th Annual Report together with theAudited Statement of Accounts for the year ended 31st March 2019.

SUMMARY OF FINANCIAL RESULTS:

Particulars In Rupees
Year Ended 31.03.2019 Year Ended 31.03.2018
Total Revenue 1043339 1142707
1728716 1786756
Total Expenses
Profit before Taxation (685377) (644049)
Less : Provision for Tax
Current Tax - -
Deferred Tax - -
Excess/(Short) Provision for Tax Earlier Years - -
Profit (Loss) after Tax for the year (685377) (644049)
Add : Brought forward profit - -
Balance carried over to Balance Sheet (685377) (644049)

COMPANY'S PERFORMANCE :

The total revenue of the Company for the year ended 31st March 2019 stoodat Rs. 10.43 lakhs (previous year Rs. 11.42 lakhs). The Company has incurred a loss of Rs.6.85 lakhs.

DIVIDEND ON EQUITY SHARES:

Due to the loss in the Financial Year 2018-2019 the Board of Directors do notrecommend any dividend for the year ended 31st March 2019 on equity shares.

TRANSFER TO RESERVES:

During the year under review there are no profits available with the Company to betransferred to reserves.

DETAILS RELATING TO DEPOSITS:

The Company has neither invited nor accepted any deposits from Public during the yearand there is no deposits which are unpaid or unclaimed as at the end of the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Shivkumar Vaishy qualified company secretary and a Member of Institute of CompanySecretaries of India and having membership no. 45528 was appointed as Company Secretaryand Compliance officer with effect from 30th March 2019 as per section 203 ofthe Companies Act 2013 and regulation 6 (1) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

As per section 152 (6) of the Companies Act 2013 Ms. Sarita Mansingka ManagingDirector and Chairperson of the Company having DIN: 01788320 retire by rotation and beingeligible offers herself for re-appointment as Director of the Company. Details of Ms.Sarita Mansingka is been attached in the notice of the 39th Annual GeneralMeeting of the Company.

There are no other changes in the management of the Company during the period underreview.

Pursuant to the provisions of the Companies Act 2013 and as per Listing Agreementwhere ever applicable evaluation of every Director's performance was done by Nominationand Remuneration Committee. The performance evaluation of Non-Independent Directors andthe Board as a whole Committees thereof was carried out by Independent Directors.Evaluation of Independent Directors was carried out by the entire Board of Directorsexcluding the Director being evaluated. The performance evaluation of the Chairman of theCompany was also carried out by Independent Directors taking into account the views ofthe Executive Director and Non-Executive Directors. Structured questionnaires wereprepared in accordance with the applicable provisions on Board Evaluation covering variousaspects of the evaluation such as adequacy of the size and composition of the Board andCommittee thereof with regard to skill experience independence diversity attendanceand adequacy of time given by the Directors to discharge their duties etc. werecirculated to the Directors for the evaluation process. All Directors unanimouslyexpressed that the evaluation outcome reflect the overall engagement of the Board and itsCommittees with the Company and its management and they are fully satisfied with the same.

The Company has received declarations from each of the Independent Directors confirmingthat they meet the criteria of independence as provided in sub-section 6 of Section 149 ofthe Companies Act 2013.

The details of familiarization programme for Independent Directors have been disclosedon website of the Company and is available at the website www.indsoya.com.

POLICY UNDER SECTION 178:

Policy on directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 is made available on the Company's website i.e.www.indsoya.com for the ready reference of the stakeholders of the Company.

The following policies of the company are attached herewith and marked as Annexure 1Annexure 2 and Annexure 3. Policy on appointment of Directors and Senior Management(Annexure 1) Policy on Remuneration to Directors' (Annexure 2) Policy on Remuneration ofKey Managerial Personnel and Employees (Annexure 3)

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of section 134 of the Companies Act 2013 the Board ofDirectors of the company hereby state and confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility and the constitution of the Corporate Social Responsibility Committee arenot applicable to the Company as the Company doesn't fall under the threshold limit asprescribed in the said section. Hence no details about the policy development andimplementation by the company on corporate social responsibility initiatives are requiredto be attached.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has robust internal control systems in place which are commensurate withthe size and nature of the business. The internal controls are aligned with statutoryrequirements and designed to safeguard the assets of the Company. The internal controlsystems are complemented by various Management Information System (MIS) reports coveringall areas. Increased attention is given to auto generation of MIS reports as againstmanual reports to take care of possible human errors or alteration of data. The Managementreviews and strengthens the controls periodically.

RISK MANAGEMENT:

The Company's principal financial liabilities include trade and other payables. TheCompany's principal financial assets include loans trade receivable cash and cashequivalents and others. The Company is exposed to credit risk liquidity risk and marketrisk. The Company's senior management oversees the management of these risks. TheCompany's senior management provides assurance that the Company's financial riskactivities are governed by appropriate policies and procedures and that financial risksare identified measured and managed in accordance with the Company's policies and riskobjectives. Risk management policy of the company is been placed on the Company website atwww.indsoya.com. Presently Regulation 21 of the SEBI LODR with respect to Risk ManagementCommittee is not applicable to your Company.

The Management evaluated various risks and that there is no element of risk identifiedthat may threaten the existence of the Company.

COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT:

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not required by the Company and alsoaccounts and records are not need to be maintained.

VIGILANCE FUNCTION:

Your Company has developed a structured mechanism of vigilance functions and is focusedtowards creation of value for all the stakeholders. The practices involve multi-layerchecks and balances to improve transparency. Vigilance Awareness and preventive vigilanceactivities were continuously carried out during the year.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the year Company has not given any loan guarantee or made investment coveredunder Section 186 of Companies Act 2013.

RELATED PARTY TRANSACTIONS:

No Related Party Transactions were entered into during the financial year as perSection 188 of the Companies Act 2013. Please refer Note 14 of Notes to accounts forrelated party transactions as per IND AS-24 and Schedule V of the SEBI (LODR) 2018. Sincethere are no transactions to be report in form AOC-2 the same is not attached.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiaries joint ventures or associate companies asper the provisions of the Companies Act 2013. Hence no needs to attach form AOC-1 to thereport.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR:

The Company has not made any investment to Companies for creating any subsidiariesjoint ventures and associate companies.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

The Company is committed to provide a safe and conducive work environment to itsemployees. During the year under review no case of sexual harassment was reported. TheCompany is having below 10 (Ten) employees including temporary employees hence there isno need to constitute Internal Compliance Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 but the company isdedicated to provide healthy workplace environment and has the system internally tooversee these kind of matters if any arises.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATEAND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.

MEETINGS OF THE BOARD AND COMMITTEES: BOARD MEETING:

During the year 5 (Five) Board Meetings were held. Meetings were held on 30thMay 2018 10th August 2018 14th November 201813thFebruary 2019 and 30thMarch 2019.

COMMITTEES: Audit Committee

During the year under review four meetings were held on the following dates: 30thMay 2018 10th August 2018 14th November 2018 and 13thFebruary 2019. The recommendation by the Audit Committee as and when made to the Board hasbeen accepted. All members of the Audit Committee possess strong knowledge of accountingand financial management. The Chairman the Managing Director Chief Financial Officerthe Internal Auditors and Statutory Auditors are regularly invited to attend the AuditCommittee Meetings. The Internal Auditor reports to the Chairman of the Audit Committee.The significant audit observations and corrective actions as may be required and taken bythe management are presented to the Audit Committee. The Board has accepted allrecommendations made by the Audit Committee from time to time.

The details of attendance at the Audit Committee meetings held during the year are asunder:

Name of the Director Designation No of Audit Committee Meetings
Held Attended
Mrs. Sarita Mansingka Chairperson 4 4
Mr. Prahlad Kumar Maheshwari Non-executive Independent 4 4
Mr. Kailash Chandra Dawda Non-executive Independent 4 4

Nomination and Remuneration Committee:

During the year under review the Committee met thrice a year on the following dates:30th May 2018 14th November 2018 and 30th March 2019.

Name of the Director Designation No. of NRC Meetings
Held Attended
Mr. Kailash Chandra Dawda Chairperson 3 3
Mr. Prahlad Kumar Maheshwari Non-executive Independent 3 3
Mr. Gopal Ramotar Khandelwal Non-executive Independent 3 3

Stakeholders Relationship Committee

Pursuant to the Companies Act 2013 and the Listing Regulations the Company hasconstituted a Stakeholders Relationship Committee. The Committee looks into the grievancesof security holders of the Company. During FY 2019 the Committee met on 30thMarch 2019 to inter alia review the status of investors' services rendered. Directorswho are not the members of the Committee were also invited to attend meeting of theCommittee. The Committee was apprised of all the major developments on matters relating toinvestors. In addition the Committee also looked into matters that can facilitate betterinvestor services and relations. During FY 2018-2019 No complaints from investors werereceived on any matters.

Name of the Director Designation No of Audit Committee Meetings
Held Attended
Mr. Kailash Dawda Chairperson 1 1
Mr. Prahlad Kumar Maheshwari Non-executive Independent 1 1
Mr. Gopal Khandelwal Non-executive Independent 1 1

EXTRACT OF ANNUAL RETURN:

Annual Return referred to in sub-section (3) of section 92 has been placed onhttp://www.indsoya.com/. The details forming part of the extract of the Annual Return alsoforms a part of form MGT 9 annexed as "Annexure 4".

AUDITORS:

M/s. Bhatter and Paliwal Chartered Accountants (Firm Registration No. 131411W) havebeen appointed as statutory auditors of the company for a period of four years i.e. fromthe conclusion of 38th Annual General Meeting till the conclusion of the AGM tobe held for the financial year 2021-22.

AUDITORS REPORT:

Explanation on Statutory Auditors comments:

The comments made in Auditors Report read with notes on accounts are self-explanatoryand therefore in the opinion of the Directors do not call for any further explanation.

SECRETARIAL AUDIT REPORT:

In accordance with Section 204 of the Companies Act 2013 the Company had appointedFerrao MSR & Associates Company Secretaries as Secretarial Auditors for the financialyear ended 31st March 2019. The Secretarial Auditor's report forms part of theAnnual Report as Annexure - 5 Explanation on Secretarial Auditor comments:

1. The Company has appointed Mr. Shivkumar Vaishy as Company Secretary and ComplianceOfficer with effect from 30th March 2019 and has completed all the formalitiesrequired according to Companies Act 2013 and SEBI (LODR) Regulations 2015.

2. The Promoter Ms. Sarita Mansingka is in the process of dematerializing 19280 shares.

LISTING:

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd. Mumbai andDelhi Stock Exchange Delhi. It may be noted that there are no payment outstanding to thesaid Exchange by way of listing fees etc.

PARTICULARS OF EMPLOYEES:

Information as per Section 197 of the Companies Act 2013 (the ‘Act') read withthe Companies Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedby notification dated 30/06/2016 is not applicable to the Company as the Company does nothave any employees on its payroll. None of the employees is employed on a remuneration ofRs. 850000/- p.m. or Rs. 10200000/- p.a. Hence the Company is not required todisclose any details as per Section 197 of the Companies Act 2013.

ENERGY CONSERVATION TECHNOLOGY TRANSFER AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required to be disclosed pursuant to section 134 (3) (m) of The CompaniesAct 2013 read with Rule 8 (3) of The Companies (Accounts) Rules 2014 with respect toconservation of energy technology absorption and foreign exchange earning & outgo arefurnished hereunder:

a) Conservation of Energy: The Company has always given high priority to energyconservation. Constant efforts have been made to reduce energy consumption on continuousbasis. Employee awareness and effective monitoring of uses of energy are being pursued.

b) Technology Absorption: The activities of the Company do not as such involveany technology absorption or expenditure on research and development. Nonetheless theCompany's endeavors would be to achieve what is best possible in its business.

c) Foreign Exchange Earnings & Outgo: There were no such instances in theCompany as on 31st March 2019.

d) CHANGE IN THE NATURE OF BUSINESS:

During the year under review Company has not changed the nature of its business.

CORPORATE GOVERNANCE:

Regulation 27 of SEBI (Listing Obligations and Disclosure Requirement) Regulations2015 in respect of Corporate Governance is not applicable to your Company. Hence the samedoesn't form a part this report.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers Central & State Government LocalAuthorities and all other authorities during the year under review. Your Directors wouldalso like to thank its customers contractors and suppliers for their continuous supportand confidence in its management.

Your Directors would like to appreciate the efforts of the Company's employees fortheir continued support extended to the company.

FOR INDSOYA LIMITED
Sarita Mansingka Kailash Dawda
Managing Director Independent Director
DIN: 01788320 DIN: 01744419
Place: Mumbai:
Date: 30th May 2019