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Indsoya Ltd.

BSE: 503639 Sector: Industrials
NSE: N.A. ISIN Code: INE314N01028
BSE 00:00 | 07 Sep 9.10 0
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NSE 05:30 | 01 Jan Indsoya Ltd
OPEN 9.10
PREVIOUS CLOSE 9.10
VOLUME 1
52-Week high 9.10
52-Week low 7.87
P/E 22.20
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.10
CLOSE 9.10
VOLUME 1
52-Week high 9.10
52-Week low 7.87
P/E 22.20
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indsoya Ltd. (INDSOYA) - Director Report

Company director report

TO THE MEMBERS

The discussion on the financial condition and results of operations of your companyshould be read in conjunction with the company's audited financial statements and notesthereto for the year ended 31st March 2021 which are summarized below:

The Board of Directors has pleasure in presenting their Forty First (41st) AnnualReport along with the audited financial statements (Standalone) of the Company for theFinancial Year ended 31st March 2021.

SUMMARY OF FINANCIAL RESULTS:

(Rs. in lakhs)

Particulars Year Ended 31.03.2021 Year Ended 31.03.2020
Revenue from operations 45766113 43397444
Other Income 1359967 1142222
Total Revenue 47126080 44539666
Total Expenditure 44394933 42617191
Profit before depreciation interest and tax 2731147 1922475
Depreciation - -
Profit before tax 2731147 1922475
Current Tax 626000 303000
Deferred Tax Asset / (Liability) for the year - -
Net Profit 2105147 1619475

COMPANY'S PERFORMANCE:

The total revenue of the Company for the year ended 31st March 2021 stood at Rs.47126080/- (previous year Rs. 44539666/-). The Company has profit of Rs. 2105147/-for the financial year 31st March 2021.

CORPORATE DEVELOPMENT:

On 22nd April 2021 Board of Directors has announced for Sub-division of existing 1(one) Equity Share of face value Rs. 10/- each fully paid up into 2 (two) Equity Shares ofRs. 5/- each fully paid up subject to approval of shareholders. Postal Ballot has beenproceeded for taking Shareholders approval for same and the information shall be madeavailable for general public as soon as the results are declared. The Company will proceedfurther with all the compliances in the said regards.

DIVIDEND ON EQUITY SHARES:

In order to retain the profit of the Company of the Financial Year 2020-2021 the Boardof Directors do not recommend any dividend for the year ended 31st March 2021 on equityshares.

TRANSFER OF UNCLAIMED / UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Sections 124 and 125 of the Act read with the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("IEPFRules") dividend if not claimed for a period of 7 years from the date of transferto Unpaid Dividend Account of the Company are liable to be transferred to the InvestorEducation and Protection Fund ("IEPF").

There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company

TRANSFER TO RESERVES:

As no transfer to any reserve is proposed the entire balance available in thestatement of Profit and Loss is retained in it.

DEPOSITS FROM PUBLIC:

The company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

SHARE CAPITAL:

The paid up capital of the company is Rs. 2000000/- consisting of 200000 equityshares of Rs.10/- each and there was no change in the share capital of your company duringthe year under report.

Proposed Share Capital after Sub-division

The Authorised Share Capital of the Company will be Rs. 5000000/- (Rupees Fifty LakhsOnly) divided into 1000000 (Ten Lakhs) Equity Shares having face value of Rs. 05/-(Rupees Five) each with power to increase reduce or reorganize the same in accordancewith the provisions of Companies Act 2013.

The paid up capital of the company will be Rs. 2000000/- consisting of 400000equity shares of Rs. 05/- each.

Note till the signing of this report the Postal Ballot is under process hence the sameis future information and should be taken only as information.

VARIATIONS IN NET WORTH:

The Net worth of the Company as at the Financial Year ending on 31st March 2021 is Rs.11295920/- as compared to Rs. 9190773/- as at the end of previous financial yearended on 31st March 2020.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the Financial Year 2020-21 pursuantto the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented as a separate statement forming part of this Annual Report.

CHANGE IN THE NATURE OF BUSINESS:

During the Financial Year 2020-2021 there is no change in the nature of business ofthe Company.

HOLDING SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:

The company has no subsidiaries joint ventures or associate companies. During theFinancial Year no company ceased as Subsidiary joint venture or associate of thecompany.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Our Board comprises four directors including three Independent Directors and oneExecutive Director.

As per section 152 of the Companies Act 2013 Ms. Sarita Mansingka Managing Directorand Chairperson of the Company having DIN: 01788320 retires by rotation at 41st AnnualGeneral Meeting of the Company and being eligible offers herself for re-appointment asDirector of the Company. Details of Ms. Sarita Mansingka is been attached in the notice ofthe 41st Annual General Meeting of the Company. The Board has recommended herreappointment at the forthcoming Annual General Meeting liable to retire by rotation.

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

KEY MANAGERIAL PERSONNEL (KMP):

As on 31st March 2021 details of Key Managerial Personnel under the Companies Act2013 are given below:

Name of the Person Designation
Sarita Mansingka Managing Director
Shivkumar Bholanath Vaishy Company Secretary & Compliance officer
Sanjay Kumar Kaushik Chief Financial Officer (CFO)

INDEPENDENT DIRECTORS DECLARATION:

The company has received the necessary declaration from each Independent Directors inaccordance with Section 149 (7) of the Companies Act 2013 that they meets the criteria ofindependence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 andRegulation 16(1) (b) of the SEBI Listing Regulations. There has been no change in thecircumstances affecting their status as an Independent Director during the year.

All Independent Directors of the Company have affirmed compliance with the Schedule IVof the Act and Company's Code of Conduct for Directors and Senior Management.

All the Independent Directors of the Company have complied with the requirement ofinclusion of their names in the data bank of Independent Directors maintained by IndianInstitute of Corporate Affairs and they meet the requirements of proficiency selfassessment test.

MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met on 30th January 2021 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewedthe performance of Non-Independent Directors and the Board as a whole the performance ofthe Chairman of the Company taking into account the views of Executive Director and Non-Executive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform its duties.

OUTLOOK RISKS AND CONCERNS:

Opportunities and Threats:

The client market segments we serve are faced with challenges and opportunities arisingfrom the COVID-19 pandemic and its resulting impact on the economy. We believe the effortswe have made and continue to make in our strategy will enable us to advise and help ourclients as they tackle these market conditions.

COVID-19 Pandemic

The Covid-19 pandemic presented an unprecedented health emergency especially the 2ndwave of the pandemic was disastrous for the Country. In India early protective measuresby the Indian Government were gradually ramped up culminating into a strict nationwidelockdown starting from 25th March 2020. Similar measures to contain this emergency in theform of restrictions on activity and mobility by countries has resulted in a globalslowdown even as there continues to be a severe uncertainty around the duration andintensity of the crisis. This affects all aspects of our lives and will have a wide impacton the economy. The Company currently has small function in its sector and trying toimprove further to maximize the shareholders wealth the current situation has not muchaffected apart from the working system of the Company. The safety and well-being of theemployees customers and other stakeholders has been the Company's highest priority. TheCompany is constantly monitoring the situation suggesting swift and effective actions.Following the lockdown the Company tried to work with its employees who were able tomanage their work remotely from their homes.

Note: These are forward-looking statements that involve risks and uncertainties.Our actual results could differ materially from those anticipated in these statements as aresult of certain factors. Currently we would like to state that even though the currentbusiness scenario is critical to deal with but the impact of this pandemic is not muchserious to the management.

Your Board is cautiously optimistic about the future outlook taking into overall viewof the above.

RISK MANAGEMENT:

The Company's principal financial liabilities include trade and other payables. TheCompany's principal financial assets include cash and cash equivalents and others. TheCompany is exposed to liquidity risk and market risk. The Company's senior managementoversees the management of these risks. The Company's senior management provides assurancethat the Company's financial risk activities are governed by appropriate policies andprocedures and that financial risks are identified measured and managed in accordancewith the Company's policies and risk objectives. Risk management policy of the company isbeen placed on the Company website at www.indsova.com. Presently Regulation 21 of theSEBI LODR with respect to Risk Management Committee 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has internal control systems in place which are commensurate with the sizeand nature of the business. The internal controls are aligned with statutory requirementsand designed to safeguard the assets of the Company. The internal control systems arecomplemented by various Management Information System (MIS) reports covering all areas.Increased attention is given to auto generation of MIS reports as against manual reportsto take care of possible human errors or alteration of data. The Management reviews andstrengthens the controls periodically.

HUMAN RESOURCE DEVELOPMENT:

Your company continues to enjoy cordial relationship with its personnel at all levelsand focusing on attracting and retaining competent personnel and providing a holisticenvironment where they get opportunities to grow and realise their full potential. Yourcompany is committed to providing all its employees with a healthy and safe workenvironment.

Your company is organizing training programmes wherever required for the employeesconcerned to improve their skill.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inAnnexure - 2 to this Report. None of the employees is employed on a remuneration of Rs.850000/- p.m. or Rs. 10200000/- p.a.

Details of employee remuneration as required under provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5(2) & 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are available at the Registered Officeof the Company during working hours up to the date of the Annual General Meeting and shallbe made available to any shareholder on request. Such details are also available on yourCompany's website at: https://www.indsoya.com.

SEXUAL HARASSMENT:

Regarding the Sexual Harassment of Women at the work place (Prevention Prohibition& Redressal) Act 2013 the Company is committed to provide a safe and conducive workenvironment to its employees. During the year under review no case of sexual harassmentwas reported. The Company is having below 10 (Ten) employees including temporaryemployees hence there is no need to constitute Internal Compliance Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013but the company is dedicated to provide healthy workplace environment and has the systeminternally to oversee these kind of matters if any arises.

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 31stMarch 2021 and of the 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; and

(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.

AUDITORS:

M/s. Bhatter and Paliwal Chartered Accountants (Firm Registration No. 131411W) havebeen appointed as statutory auditors of the company for a period of five years i.e. fromthe conclusion of 38th Annual General Meeting till the conclusion of the AGM to be heldfor the financial year 2021-22 to conduct the audit of the Accounts of the Company atsuch remuneration as may be mutually agreed upon between the Board of Directors of theCompany and the Auditors.

As required under the provisions of Section 139(1) and 141 of the Companies Act 2013read with the Companies (Accounts and Auditors) Rules 2014 the Company has received awritten consent and certificate from the auditors to the effect that they are eligible tocontinue as Statutory Auditor of the Company.

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 2021. The Secretarial Auditor's report forms part of the AnnualReport as Annexure - 3

Secretarial Auditor comments and management's explanation:

(a) Whereas as per Regulation 31(2) of SEBI (Listing Obligations and DisclosureRequirements) 2015 the listed entity shall ensure that hundred percent of shareholdingof promoter(s) and promoter group is in dematerialized form and the same is maintained ona continuous basis however out of the total shareholding of the Promoters 19280 equityshares of Rs.10/- each held by Mrs. Sarita Mansingka (Promoter) are yet to Dematerialized.

Explanation: As explained by Mrs. Sarita Mansingka promoter of the Company thephysical share certificates of her are misplaced which is one of the requirement for dematapplication. We have received her request for issue of duplicate share certificate asinformed by Registrar and Share Transfer Agent of the Company and the same is alsoinformed to the stock exchange(s). The documentation for issue of duplicate sharecertificates is under process and is delayed due to COVID-19 pandemic. The same will becompleted once the situation normalizes.

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.

SECRETARIAL STANDARDS:

The Company has complied with all the applicable secretarial standards.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186:

Pursuant to Section 186 of Companies Act 2013 disclosure on particulars relating toloans advances guarantees and investments form part of the Financial Statements in thisAnnual Report. During the year Company has not given any loan guarantee or madeinvestment covered under 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. Since the related party transactions carried duringthe year were

in the ordinary course of business and arms length basis therefore there are notransactions to be report in form AOC-2 the same is not attached. Please refer Note 15 ofNotes to accounts for related party transactions as per IND AS-24 and Schedule V of theSEBI (LODR) 2015 as amended from time to time.

Related Party details as per SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 given in Annexure-4.

EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Companies Act 2013 the Annual Return of theCompany in the prescribed format is available at: https://www.indsoya.com/.

MEETINGS OF THE BOARD AND COMMITTEES:

Board Meeting:

During the year 6 (Six) Board Meetings were convened and held the details of whichare given below. The intervening gap between two consecutive meetings was within theperiod prescribed under the Companies Act 2013 Secretarial Standards on Board Meetingsand SEBI LODR as amended from time to time.

Board Meetings were held on 19th June 2020 15th July 2020 05th August 2020 13thNovember 2020 12th February 2021 and 01st March 2021.

COMMITTEES:

Audit Committee

During the year under review four meetings were held on the following dates: 19thJune 2020 05th August 2020 13th November 2020 and 12th February 2021. Therecommendation by the Audit Committee as and when made to the Board has been accepted. Allmembers of the Audit Committee possess strong knowledge of accounting and financialmanagement. The Chairperson the Managing Director Chief Financial Officer the InternalAuditors and Statutory Auditors are regularly invited to attend the Audit CommitteeMeetings. The Internal Auditor reports to the Chairman of the Audit Committee. Thesignificant audit observations and corrective actions as may be required and taken by themanagement 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:19th June 2020 05th August 202013th November 2020 and 12th February 2021.

Name of the Director Designation No. of NRC Meetings
Held Attended
Mr. Kailash Chandra Dawda Chairperson 4 4
Mr. Prahlad Kumar Maheshwari Non-executive Independent 4 4
Mr. Gopal Ramotar Khandelwal Non-executive Independent 4 4

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 2019-2020 the Committee met once on 13th November 2020 to inter aliareview the status of investors' services rendered. The Committee was apprised of all themajor developments on matters relating to investors. In addition the Committee alsolooked into matters that can facilitate better investor services and relations. During FY2020-2021 No complaints from investors were received on any matters.

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

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 salient features of the following policies of the Company are attached herewith andmarked as Annexure 1:

Policy on appointment of Directors and Senior Management Policy on Remuneration toDirectors

Policy on Remuneration of Key Managerial Personnel and Employees

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.

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.

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.

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.

BOARD EVALUATION:

The Board of directors have carried out an evaluation of its own performance and of itscommittees as well as its individual directors on the basis of criteria such ascomposition of the Board & committees experience & competencies performance ofspecific duties & obligations contribution at the meetings and otherwise independentjudgment governance issues and functioning etc.

VIGIL MECHANISM:

The company has formulated a Whistle Blower Policy to provide Vigil Mechanism foremployees of the company to report genuine concerns. The provisions of this policy are inline with the provisions of the Section 177 (9) of the Act and the Listing Regulations.

INDUSTRIAL RELATIONS:

Industrial relations continued to be cordial throughout the year under review.

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 2021.

CORPORATE GOVERNANCE:

As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations 2015 therequirement of furnishing report on corporate governance is not applicable to your companyas its paid up capital and net-worth is below the threshold limit prescribed for thepurpose.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

Your Company has put in place adequate internal financial controls with reference tothe financial statements. The Internal Audit of the Company is regularly carried out by anexternal firm of chartered accountants to review the internal control systems andprocesses. The internal Audit Reports along with recommendations contained therein andtheir implementations are periodically reviewed by Audit Committee of the Board.

REPORTING OF FRAUDS BY AUDITORS:

During the year there were no instances of frauds reported by the Statutory Auditorsunder Section 143(12) of the Companies Act 2013.

CAUTIONARY STATEMENT:

Statements in these reports describing company's projections statements expectationsand hopes are forward looking. Though these expectations etc. are based on reasonableassumption the actual results might differ.

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.

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