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Directors Report of Indo Amines Ltd.

Mar 31, 2023

The Board of Directors are pleased to present the 30th Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended on 31st March, 2023.

1.

FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars

Standalone

Consolidated

2022-23

2021-22

2022-23

2021-22

Gross Total revenue

92,206.18

78,018.43

94,500.75

78,603.72

Profit before tax and exceptional item

5,261.13

3,518.35

5,678.98

3,451.49

Profit for the year (after tax and attributable to shareholders)

3,799.12

2,490.97

4,087.56

2,313.50

Other Comprehensive Income for the year (not to be reclassified to P&L)

0.41

(10.72)

1.06

(10.72)

Other Comprehensive Income for the year (to be reclassified to P&L)

-

-

-

-

Surplus brought forward from last balance sheet

11,620.02

9,390.07

11,911.36

9,896.89

Profit available for appropriation

3,799.53

2,479.73

4,088.62

2,302.78

Appropriations:

Dividend

(353.49)

(212.09)

(353.49)

(212.09)

Tax on Dividend

-

-

-

-

Other

(15.09)

(46.96)

(20.18)

(17.62)

Surplus carried forward

15,050.97

11,610.75

15,626.31

11,942.57

2. COMPANY PERFORMANCE:Standalone:

During the financial year 2022-2023, total revenue of the Company on standalone basis is Rs. 92,206.18/- lakhs as against Rs. 78,603.72/- lakhs in the previous year. Profit before Tax of Rs. 5,678.98/- lakhs as against Rs. 3,451.49/- lakhs in the previous year, Profit after Tax of Rs. 3,799.53/- lakhs as against Rs. 2,479.73/- lakhs in the previous year.

Consolidated:

During the financial year 2022-2023, total revenue of the Company on consolidated basis is Rs. 94,500.75/- lakhs as against Rs. 78,603.72/- lakhs in the previous year. Profit before Tax of Rs.5,678.98/- lakhs as against Rs. 3,451.49/- lakhs in the previous year. Profit after Tax of Rs. 4,088.62/- lakhs as against Rs. 2,302.78/- lakhs in the previous year.

3. DIVIDEND:

The Board of Directors at their meeting held on 10th August, 2023, has recommended a dividend of 10% i.e. 0.50 paisa per equity share of the face value of Rs. 5/- (Rupee Five only) each for financial year ended March 31, 2023. The total final dividend payout will amount to Rs. 3,53,48,780/- (Rupees Three Crores Fifty-three thousand forty-eight thousand Seven hundred and eighty) The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (''AGM'') of the Company.

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on 20th September 2023. The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after 1st April, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of the final dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable, the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 30th (thirtieth) Annual General Meeting of the Company, forming a part of this Annual Report.

4. CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and applicable provisions of the Companies Act, 2013 read with the rules made thereunder, the Consolidated Financial Statements of the Company for

the financial year 2022-23 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors. The Consolidated Financial Statements together with the Auditors'' Report form part of this Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and the separate financial statements of each of the subsidiary company are available on the Company''s website at https://www.indoaminesltd/investors. Any member desirous of inspecting or obtaining copies of the audited financial statements, including the CFS may write to the Company Secretary at [email protected].

5. DEPOSITS:

During financial year 2022-23, the Company did not accept any deposit within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

6. LISTING OF SHARES:

Your Company''s shares are listed on BSE & NSE respectively. The annual listing fees for the financial year 2023-24 to BSE & NSE has been paid by the Company.

7. TRANSFER TO RESERVE:

The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2023.

8. CORPORATE RESTRUCTURING:

During the year under review, the Board of Directors of the Company at their meeting held on 8th August, 2022, approved the draft scheme of amalgamation of Pious Engineering Private Limited with the Company their respective shareholders and creditors. Later, in a subsequent meeting held on 3rd April 2023, the Board of Directors had approved the revised the draft Scheme of Amalgamation under Section 230-232 of the Companies Act, 2013 subject to regulatory approvals. The Appointed Date for the Scheme of Amalgamation was 1st January, 2023. Further, the Company has received In-principal Approval from both the Stock Exchanges on 19th July, 2023. In light of this, the Company is presently in the process of initiating an application with the National Company Law Tribunal. Simultaneously, efforts are underway to fulfill any additional required steps to bring the amalgamation process to completion.

9. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANYS:

As on 31st March, 2023, the Company had the following subsidiaries & Associate Companies.

No.

Name of Companies/Body Corporate

Status

1.

Indo Amines (Malaysia) SDN BHD

Subsidiary

2.

Indo Amines Americas LLC

Subsidiary

3.

Indo Amines (Changzhou) Co. Ltd

Subsidiary

4.

Indo Amines (Europe) Ltd.

Subsidiary

5.

Ashok Surfactants Private Limited

Subsidiary

Accordingly, the consolidated financial statements of the Company and all its subsidiaries companies prepared in accordance with Ind AS 110 as specified in the Companies (Indian Accounting Standard) Rules, 2015, form part of the Annual Report.

Furthermore, a statement containing the salient features of the financial statements of the company''s subsidiaries in the prescribed ''Form AOC-1'' is attached as ''Annexure - I'' forms part of the Board''s report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company, www.indoaminesltd. com Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company. The Policy for determining material subsidiary is uploaded on the website of the Company and can be access on the company''s website www.indoaminesltd.com

Pursuant to notification issued by Ministry of Corporate Affairs dated February 16, 2015, notifying the Companies (Indian Accounting Standards) Rules, 2015, the Company has adopted Indian Accounting Standards (Ind-AS) with effect from April 1, 2017.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:Board of Directors

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Jayaprakash Anand Shetty (DIN: 07980763) and Dr. Deepak Shankar Kanekar (DIN: 02570268) of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

During the year, following are the changes in Directors and Key Managerial Personnel of the Company:

• Appointment of Mr. Ajay Marathe (DIN: 09522762) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Ajay Marathe (09522762) as an Independent Director of the Company for the period of three years with effect from 28th February, 2022 to 27th February, 2025, not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 21st May, 2022.

• Appointment of Mr. Pradeep Thakur (DIN: 00685992) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Pradeep Thakur (DIN: 00685992) as an Independent Director of the Company for the period of three years with effect from 25th February, 2022 to 24th February, 2025, not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 21st May, 2022.

• Appointment of Mr. Rohan Deshpande (DIN: 09520645) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Rohan Deshpande (DIN: 09520645) as an Independent Director of the Company for the period of two years with effect from 25th February, 2022 to 24th February, 2024, not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 21st May, 2022.

• Re- Appointment of Mr. Suneel Raje (DIN: 07816980) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Suneel Raje (DIN: 07816980) as an Independent Director of the Company for the period of one years with effect from 9th May, 2022 to 8th May, 2023, not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 8th August, 2022.

• Re-Appointment of Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an Independent Director of the Company:

During the year, the Company has appointed Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an Independent Director of the Company for the period of one years with effect from 26th May, 2022 to 25th May, 2023, not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 8th August, 2022.

• Re-Appointment of Mr. Nandu Gupta (DIN: 00335406) as a Whole-Time Director of the Company:

During the year, the Company has re-appointed Mr. Nandu Gupta (DIN: 00335406) as a Whole Time Director of the Company for the period of one year with effect from 9th August, 2022 to 8th August, 2023, liable to retire by rotation Further, the company has taken the approval of shareholders by way of Special Resolution in 29th Annual General Meeting (''AGM'') which was held on September 12, 2022.

• Re-Appointment of Mr. Rahul Vijay Palkar (DIN: 00325590) as a Joint Managing Director of the Company:

During the year, the Company has re-appointed Mr. Rahul Vijay Palkar (DIN: 00325590) as a Joint Managing Director of the Company for the period of three years with effect from 5th August, 2022 to 4th August, 2025, liable to retire by rotation Further, the company has taken the approval of shareholders by way of Special Resolution in 29th Annual General Meeting (''AGM'') which was held on September 12, 2022.

• Retirement of Mr. Suneel Raje (DIN: 07816980) as an Independent Director of the Company:

The term of office of Mr. Suneel Raje (DIN: 07816980) as an Independent Director ended on 8th May, 2023 and consequently he ceased to be a Director of the Company with effect from close of business hours on 8th May, 2023. The Board places on record its sincere appreciation of the contribution made by Mr. Suneel Raje during his association with the Company.

• Retirement of Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an Independent Director of the Company:

The term of office of Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an Independent Director ended on 25th May, 2023 and consequently she ceased to be a Director of the Company with effect from close of business hours on 25 th May, 2023. The Board places on record its sincere appreciation of the contribution made by Dr. Prof. Lakshmi Kantam during her association with the Company.

• Resignation of Mr. Nandan Khambete (DIN: 08963471) as a Non-Executive - Non Independent Director of the Company:

Mr. Nandan Khambete (DIN: 08963471), Non-Executive - Non Independent Director of the Company has resigned from the designation of Director of the Company with effect from 17th May, 2023. The Board places on record its sincere appreciation of the contribution made by him during his association with the Company.

• Re-Appointment of Mr. Satish M. Chitale (DIN: 08149259) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Satish M. Chitale (DIN: 08149259) as an Independent Director of the Company for the period of two years with effect from 30th May, 2023 to 29th May, 2025, not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 6th August, 2023.

• Appointment of Mr. Vijay Y. Sane (DIN: 10153927) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Vijay Y Sane (DIN: 10153927) as an Additional Director - Independent Director of the Company for the period of two years with effect from 09th May, 2023 to 08th May, 2025 not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 6th August, 2023.

• Appointment of Mr. Avinash K. Aphale (DIN: 10167429) as an Independent Director of the Company:

During the year, the Company has appointed Mr. Avinash K. Aphale (DIN: 10167429 as an Additional Director - Independent Director of the Company for the period of two years with effect from 18th May, 2023 to 17th May, 2025 not liable to retire by rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution through Postal Ballot dated 6th August, 2023.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with a declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also furnished the declaration pursuant to Regulation 25(8) of the Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations. .

Further, the Independent Directors have also confirmed that they have complied with the Company''s code of conduct.

12. STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company including new appointment possesses highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

13. BOARD MEETINGS HELD DURING THE YEAR:

During the year, five (5) meetings of the Board of Directors were held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 along with circulars and regulations issued under as amended from time to time in this regard. The details of the meetings and attendance of directors are furnished in the Corporate Governance Report which forms part of this Annual Report attached as ''Annexure - VII'' to the Board''s Report.

14. COMMITTEES OF THE BOARD:

The Board currently has Four (4) mandatory committees under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

All the recommendations of the above Committee''s have been accepted by the Board. A detailed update on the Board, its Committees, its composition, detailed charter including terms of reference of various Board Committees, number of board and committee meetings held and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.

15. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration.

The details of Remuneration Policy are stated in the Corporate Governance Report. The details of this policy have been posted on the website of the Company available at http://www.indoaminesltd.com/Investors/Policies.

16. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

In compliance with the provisions of Section 134(3)(p) of the Act and Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out an annual evaluation of its own performance, that of individual Directors and as also Committees of the Board.

Board has carried out an annual evaluation of its own performance, Board Committees and Individual Directors and Chairperson. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc., which is in compliance with applicable laws, regulations and guidelines. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Board Committees.

The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors at their separate meeting held on 10th February, 2023. The Board of Directors expressed their satisfaction with the evaluation process.

The details of the evaluation process are set out in the Policy on Board Evaluation of the Company and the same is available on the Company''s website at http://www.indoaminesltd.com/Investors/Policies

17. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of training and familiarization Programme have been provided under the Corporate Governance Report.

18. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Board''s Report is annexed herewith as ''Annexure - III''.

19. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The report on Corporate Governance as per Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations forms part of the Annual Report is annexed herewith as ''Annexure-VII''. Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

20. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Board of Directors of your Company confirm that;

i. In the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit/loss of the Company for the year 1st April, 2022 to 31st March, 2023.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the 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 the Company and that such internal financial controls are adequate and are operating effectively; and.

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21. AUDIT REPORTS AND AUDITORS:Statutory Auditor:

M/s. V S Somani & Company, Chartered Accountants (FRN:117589W), were appointed as Statutory Auditors of the Company at the 29th Annual General Meeting till the conclusion of 34th Annual General Meeting to be held for the financial year ended 31st March, 2027 in the Financial Year 2027-28. The auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified from continuing as Auditors of the Company for the financial year 2023-24.

The Auditors'' Report for the financial year ended 31st March, 2023 on the financial statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors'' Report, which calls for any further comments or explanations.

Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are required to be audited. The Company accordingly maintains the required cost accounts and records.

Your Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on 30th May, 2022, re-appointed M/s. Gangan & Company, Cost Accountants (FRN:100651) as the "Cost Auditors" of the Company for the Financial Year 2022-23.

Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 17th May, 2023, reappointed M/s. Gangan & Company, Cost Accountants (FRN:100651) as the "Cost Auditors" of your Company for the Financial Year 2023-24, subject to ratification of their remuneration at the ensuing 30th (Thirtieth) AGM. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Report, which calls for any further comments or explanations.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on 30th May, 2022, appointed M/s. AVS & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.

Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 10th August, 2023, re-appointed M/s. AVS & Associates, Practicing Company Secretaries as the "Secretarial Audit" of your Company for the Financial Year 2023-24

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as ''Annexure - II'' form parts of the Board''s Report.

The observations given by Secretarial Auditor in their report for the financial year ended March 31, 2023 are self-explanatory except the following:

Sr. No.

Observations

Reply to the observations

1.

During the review period, in one instance, the designated person has traded in trading window closure which is disclosed to the stock exchanges in delay by the company.

The Company has provided timely intimations with respect to the Closure of the trading window as per SEBI (Prohibition of Insider Trading) Regulations, 2015 to all designated persons. Despite of the same, a designated person has traded during the window closure. After receipt of information and detailed discussion, the Company has taken requisite actions on such designated person and the same has been disclosed to the stock exchanges.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on 30th May, 2022 had appointed M/s. V. V Rane & Co., Chartered Accountants as an Internal Auditors of the Company for the Financial Year 2022-2023, to conduct Internal Audit of the Company.

Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 17th May, 2023, reappointed M/s. V. V Rane & Co., Chartered Accountants as an Internal Auditors of the Company for the Financial Year 2023-24.

22. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at http://www. indoaminesltd.com/lnvestors/Policies

23. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, the Company has formulated a revised Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The policy on related party transactions is available on the Company''s website at http://www.indoaminesltd.com/Investors/ Policies

All related party transactions are placed before the meeting(s) of Audit Committee for its review and approval. Prior/Omnibus approval of the Audit Committee is obtained on an annual basis for a financial year, for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated on quarterly basis.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm''s Length basis. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Hence, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in ''Form AOC-2'' is not applicable.

The details of such related party transactions are available in the Notes to the Standalone financial statements section of this Annual Report. As well as Related Party Transactions for the Half Year ended 30th September, 2022 and 31st March, 2023 are available on the website of the Company at http://www.indoaminesltd.com

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS AND OUTGO :

In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 the information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended 31st March, 2023 are given in ''Annexure - IV'' and forms part of the Board''s Report.

25. LOANS AND INVESTMENTS:

Details of loans, guarantees and investments made under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2023, are set out in Note to the Standalone Financial Statements have been disclosed in the forming part of this Annual Report.

26. RISK MANAGEMENT POLICY:

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plans for the Company. The main objective is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The Audit Committee of the Company has periodically reviewed the various risk associates with business of the Company. Such review includes risk identification, evaluation and mitigation of the risk.

27. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has in place Internal Financial Control system, commensurate with size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The finance department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

M/s. V S Somani & Co., Chartered Accountants, Statutory Auditors of the Company have monitor & evaluate the efficacy of Internal Financial Control System in the Company, it is in compliance with operating system, accounting procedures & policies at all the locations of the Company. Based on report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations and recommendations along with corrective action suggested thereon are presented to the Audit Committee of the Board. The Company is periodically following all the applicable Indian Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

28. INVESTOR EDUCATION AND PROTECTION FUND (''IEPF''):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred the unclaimed and unpaid dividend of Rs. 18,61,114/- to IEPF Authority. Further corresponding shares on which dividend were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules. Year-wise amounts of unpaid / unclaimed dividends lying in the unpaid account up to the year, and the corresponding shares, which are liable to be transferred are provided in the Corporate Governance Report and are also available on the Company''s website at www.indoaminesltd.com.

29. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013.

The present CSR initiatives of the Company focuses on recognized activities mentioned in Schedule VII of the Companies Act, 2013. The CSR policy is available on the website of the company http://www.indoaminesltd.com/investors/policies/CSR policy/ and the Report on Corporate Social Responsibility (CSR) activities as required under Section 135 of the Companies Act 2013 is annexed herewith as ''Annexure - V'' to this Directors'' Report.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

During the year, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2022-23 and the date of this report.

31. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations and in terms of the provisions of Section 177 of the Companies Act, 2013, the Company has implemented a Vigil Mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy.

The Whistle Blower Policy/Vigil Mechanism Policy is available on the website of: http://www.indoaminesltd.com/investors/policies/ whistle blower policy/

32. ENVIRONMENTAL, SAFETY AND HEALTH:

Your Company is committed to ensure a sound Safety, Health and Environment (SHE) performance related to its activities, products and services. Your Company used to refer to laws, rules, regulations, professions, programs, and workplace efforts to protect the health and safety of employees and the public as well as the environment from hazards associated with the workplace. Due to worldwide outbreak of novel coronavirus (COVID-19) pandemic including in India Company increased safety measures and The Company has also adopted "Work from Home policy", to the extent possible in case of certain employees, in order to have smooth functioning of administrative and support functions of the Company. Enhanced level of training on Process and Behavior based safety, adoption of safe & environmental friendly production process, Installation of Bioreactors, Chemical ROs, Multiple effect evaporator and Incinerator, etc. to reduce the discharge of effluents, commissioning of Waste Heat recovery systems, and so on to ensure the Reduction, Recovery and Reuse of effluents & other utilities. Monitoring and periodic review of the designed SHE Management System are done on a continuous basis.

33. CREDIT RATING:

During the year, CRISIL have accorded a credit rating "BBB " to our Company.

34. PARTICULARS OF EMPLOYEES:

The details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as ''Annexure VI''. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may be also obtained by the members by writing to the Company Secretary of the Company.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D division & other offices during the year under review. The Company has submitted the Annual Returns to the local authorities, as required under the above mentioned Act.

During the financial year ended March 31,2023, no complaints pertaining to sexual harassment were received or registered by the Company and complied with the applicable provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. HUMAN RESOURCE MANAGEMENT :

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the Company. The relationship with the workers of the Company''s manufacturing units and other staff has continued to be cordial.

To ensure good human resources management at the Company, we focus on all aspects of the employee lifecycle. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employee(s) drawing remuneration in excess of limits set out in said rules forms part of this Directors'' Report in ''Annexure VI'' if any.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company and others entitled thereto. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

37. INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at different locations have been insured against fire and allied risks.

38. GENERAL:

i. The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

ii. During the year, there are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future;

iii. The Managing Director & CEO of the Company has not received any remuneration or commission from any of the subsidiary companies. Further the Company doesn''t have any Holding Company;

iv. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

v. The Company has not issued any sweat equity shares to its directors or employees;

vi. During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

vii. During the year, the Company does not issue any ESOP scheme for its employees/Directors. Further, the Company has not issued any sweat equity shares or shares having differential voting rights

viii. There was no change in the nature of business of the Company during the financial year.

ix. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company and others entitled thereto. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

39. BANK AND FINANCIAL INSTITUTIONS:

The Board of Directors of the Company are thankful to their bankers for their continued support to the Company.

40. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and cooperation towards the progress of your Company.

On behalf of the Board of Directors For Indo Amines Limited

Sd/-

Place: Dombivli Dr. Deepak Kanekar

Date: 10th August, 2023 Chairman & Director

DIN:02570268


Mar 31, 2018

To,

The Members,

INDO AMINES LIMITED.

The Directors are pleased to present their 25 th Annual report of the Company on the business and operations of the Company along with the Audited Financial Statements, both Standalone and Consolidated for the financial year ended 31st March, 2018.

1. FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars

Standalone

Consolidated

2017-18

2016-17*

2017-18

2016-17*

Revenue from Operations (Net)**

35,064.58

29,374.29

35,885.79

30,176.53

EBITDA

4,024.53

3,709.79

4,227.69

3,878.26

Less: Finance Cost

482.82

381.17

499.97

389.15

Less: Depreciation

1200.33

1179.04

1,227.31

1,208.13

Profit Before Exceptional Item & Tax

2341.38

2149.58

2,500.40

2,280.98

Exceptional Item

-

-

-

-

Profit Before Tax

2341.38

2149.58

2,500.40

2,280.98

Less : Tax Expense

871.31

634.77

901.75

660.42

Profit for the period from continuing operations

1470.07

1514.81

1,598.65

1,620.56

Profit before tax from discontinued operations

-

-

-

-

Tax expenses of discontinued operations

-

-

-

-

Profit for the period from continuing operations

Profit for the period

1470.07

1514.81

1,598.65

1,620.56

Attributable to:

Shareholders of the Company

1470.07

1514.81

1,598.65

1,620.56

Non Controlling Interest

-

-

-

-

Other Comprehensive Income (net of tax)

(39.70)

(7.04)

(39.63)

(5.78)

Total Comprehensive Income

1430.37

1507.77

1559.02

1614.78

Attributable to:

Shareholders of the Company

1430.37

1507.77

1559.02

1614.78

Non Controlling Interest

-

-

-

-

Opening balance in Retained Earnings

2737.90

1528.73

2976.38

1660.20

Amount Available For Appropriation

4168.27

3036.50

4535.38

3274.98

Dividend - Interim

-

-

-

-

Final

(329.17)

(164.58)

(329.17)

(164.58)

Tax on Dividend

(67.02)

(33.51)

(67.02)

(33.51)

Transfer to General Reserve

-

-

-

-

IND As adjustment

(132.61)

(100.51)

-

-

Closing Balance in Retained Earnings

3639.47

2737.90

4006.58

2976.38

* Standalone 2016-17 figures have been restated after the Amalgamation of passive business of Classic Oil Limited and Sigma Solvents Private Limited into the Company.

** Figures for Revenue from Operations are comparable numbers i.e. Excise Duty has been removed as same does not form part of Revenue post GST implementation.

2. COMPANY PERFORMANCE:

The Company has adopted Indian Accounting Standards (Ind As) with effect from 01st April, 2017, pursuant to notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. Accordingly, previous year i.e. 2016-17 numbers are regrouped/restated as per Ind-AS.

Standalone

During the financial year 2017-18, revenue from operations on standalone basis increased to RS. 35,064.58 Lakhs as against RS. 29,374.29 Lakhs in the previous year - a growth of 19.37%. EBITDA of RS. 4,024.53 Lakhs as against RS. 3,709.79 Lakhs in the previous year, PAT of RS. 1,430.37 Lakhs as against RS. 1,507.77 Lakhs in the previous year

Consolidated

During the financial year 2017-18, revenue from operations on consolidated basis increased to RS. 35,885.79 Lakhs as against Rs.30,176.53 Lakhs in the previous year - a growth of 18.92%. EBITDA of RS. 4,227.69 Lakhs as against RS. 3,878.26 Lakhs in the previous year, PAT of RS. 1,559.02 Lakhs as against RS. 1,614.77 Lakhs in the previous year.

3. CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and applicable provisions of the Companies Act, 2013 read with the rules made thereunder, the Consolidated Financial Statements of the Company for the financial year 2017-18 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors’ Report form part of this Annual Report.

4. DIVIDEND:

Your Directors have recommended a final dividend of RS. 1/- per equity share of RS. 10/- each full paid-up for the financial year ended 31st March, 2018. The total final dividend payout will amount to RS. 3,33,48,780/- excluding tax on dividend. The payment of final dividend is subject to the approval of shareholders in the Company’s ensuing 25th Annual General Meeting (‘AGM’).

The Register of Members and Share Transfer Books will remain closed from Saturday, 15th September, 2018 to Tuesday, 25th September, 2018 (both days inclusive) for the purpose of payment of final dividend for the financial year ended 31stMarch, 2018, if declared at the ensuing AGM.

5. CORPORATE RESTRUCTURING:

In the meeting held on February 15, 2017 and May 27, 2017 the Board of Directors of the Company had approved a draft Scheme of Amalgamation of the Classic Oil Limited, a Wholly Owned Subsidiary of the Company and Sigma Solvents Private Limited with the Company and their respective shareholders and creditors (‘the Scheme’). The Appointed Date for the Scheme was January 1, 2017. The Scheme has been approved by the shareholders of the Company at the NCLT Court Convened Meeting and through Postal Ballot on 30th October, 2017 and by NCLT on 29th November, 2017. Further, certified true copies of NCLT Order was filed with the Registrar of Companies, Mumbai on January 1, 2018 (‘Effective Date’).

6. TRANSFER TO GENERAL RESERVE:

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2018.

7. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANYS:

As on 31st March, 2018 the Company had the following subsidiaries & Associate Companies.

1.

Indo Amines (Malaysia) Sdn&Bhd

Subsidiary

2.

Key Organics Private Ltd

Subsidiary

3.

Indo Amines Americas LLC

Subsidiary

4.

Indo Amines (Europe) Ltd

Associate

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary & associate companies, which is forming part of the Annual Report. However, the accounts of Associate Company i.e. Indo Amines (Europe) Ltd. are not material; hence, the accounts are not considered in the consolidation.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company, www.indoaminesltd. com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company. However, one of the Subsidiary Company’s i.e. Indo Amines Americas LLC accounts is not audited because as per US Law it is not mandatory to audit the accounts. Hence, unaudited accounts of the said subsidiary are considered for Consolidation. The Policy for determining material subsidiary is uploaded on the website of the Company and can be access on the company’s website www.indoaminesltd.com

The details of the subsidiaries Companies are given in ‘Form AOC-1’ as ‘Annexure - I’. Details of Indo Amines (Europe) Ltd. has not been included as it is not material in nature.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year, following are the changes in Directors and Key Managerial Personnel of the Company;

Appointment of Mr. Suneel Raje:

Mr. Suneel Raje was appointed as an Additional Director (Independent) of the Company by the Administrative Committee at their meeting held on 10th May, 2017 for the period of 5 (Five) years and the same has been approved by the Shareholders of the Company at 24th Annual General meeting held on 29th December, 2017.

Appointment of Mr. Madhav Nandgaonkar:

Mr. Madhav Nandgaonkar was appointed as an Independent Director of the Company by the Shareholders at 24th Annual General meeting of the Company held on 29th December, 2017 for the period of 5 (Five) years with effect 27th February, 2017.

Appointment of Mr. Mahendra Thakoor:

Mr. Mahendra Thakoor was appointed as an Independent Director of the Company by the Shareholders at 24th Annual General meeting of the Company held on 29th December, 2017 for the period of 5 (Five) years with effect 27th February, 2017.

Appointment of Dr. Prof. Lakshmi Kantam:

Dr. Prof. Lakshmi Kantam was appointed as an Additional Director (Independent) of the Company by the Administrative Committee at their meeting held on 27th May, 2017 for the period of 5 (Five) years and the same has been approved by the Shareholders at 24th Annual General meeting of the Company held on 29th December, 2017.

Appointment of Mr. Salim Memon:

Mr. Salim Memon was appointed as Whole-Time Director of the Company by the Shareholders at 24th Annual General Meeting of the Company held on 29th December, 2017 for a period of 3 (Three) years with effect from 29th December, 2017 to 28th December, 2020.

Appointment of Mr. Keyur Chitre:

Mr. Keyur Chitre was appointed as Whole-Time Director of the Company by the Shareholders at 24th Annual General Meeting of the Company held on 29th December, 2017 for a period of 3 (Three) years with effect from 29th December, 2017 to 28th December, 2020.

Re-appointment of Mrs. Bharati Palkar:

Mrs. Bharati Palkar was appointed as Whole-Time Director of the Company by the Shareholders at 24th Annual General Meeting of the Company held on 29th December, 2017 for period of (Three) years with effect from 1st July, 2017 to 30th June, 2020.

Appointment of Mr. Rahul Palkar:

Mr. Rahul Palkar was appointed as Joint Managing Director of the Company by the Shareholders at 24th Annual General Meeting of the Company held on 29th December, 2017 for a period of 3 (Three) years with effect from 5th August, 2016 to 4th August, 2019.

Re-appointment of Mr. Vijay Palkar:

Mr. Vijay Palkar was re-appointed as Managing Director of the Company by the Board of Directors in their meeting held on 9th February, 2018 for a further 3 (Three) years with effect from 1st April, 2018 to 31st March, 2021 subject to approval of shareholders of the Company at ensuing 25th Annual General Meeting. Appropriate resolution for the re-appointment of Mr. Vijay Palkar as Managing Director of the Company is being placed for the approval of the shareholders at the ensuing AGM.

Re-appointment of Mr. Kirit Shah:

Mr. Kirit Shah was re-appointed as Whole-Time Director of the Company by the Board of Directors in their meeting held on 9th February, 2018 for a further 3 (Three) years with effect from 1st April, 2018 to 31st March, 2021 subject to approval of shareholders of the Company at ensuing 25th Annual General Meeting. Appropriate resolution for the appointment of Mr. Kirit Shah as Whole-Time Director of the Company is being placed for the approval of the shareholders at the ensuing AGM.

Appointment of Mr. Satish Chitale:

Mr. Satish Chitale was appointed as an Additional Director (Independent) of the Company by the Board of Directors at their meeting held on 30th May, 2018. Appropriate resolution for the appointment of Mr. Satish Chitale as an Independent Director of the Company is being placed for the approval of the shareholders of the Company at ensuing 25th Annual General Meeting for the period of 5 (Five) years from the date of his appointment by the Board.

During the year under review, Mr. Ajay Marathe, Chief Financial Officer of the Company stepped down from the KMP position with effect from 09th December, 2017 and Mrs. Bharati Palkar has been appointed as Chief Financial officer of the Company with effect from May 30, 2018 by the Audit Committee and Board of Directors.

9. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and regulation16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015). The Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

10. BOARD MEETINGS HELD DURING THE YEAR:

During the year, Five (5) meetings of the Board of Directors were held. The details of the meetings and attendance of directors are furnished in the Corporate Governance Report forming part of the Annual Report attached as ‘Annexure - VIII’ to this Report.

11. COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee Comprises of 7 (Seven) Directors. The composition of the audit committee is as follows:

Sr. No.

Name of the Members

Designation

1

Mr. Nishikant Sule

Chairman

2

Mr. Vijay Bhalchandra Palkar

Member

3

Mr. Rajannan Raghavendra Ravi

Member

4

Mr. Dhawal Jitendra Vora

Member

5

Dr. Deepak Kanekar

Member

6

Mr. Madhav N. Nandgaonkar

Member

7

Mr. Mahendra R. Thakoor

Member

There were no matters during the financial year 2017- 18, where in the Board of Directors did not accept recommendations given by the Audit Committee.

12. NOMINATION AND REMUNERATION POLICY:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The said Policy also includes criteria for making payments to Non-Executive Directors. The policy is available at http://www.indoaminesltd.com/ Investors/Policies

13. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.

The Directors carried out the annual performance evaluation of the Board, Committees of Board and individual Directors along with assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms part of the Directors’ Report is annexed herewith as ‘Annexure III’.

15. CORPORATE GOVERNANCE:

As required by Chapter IV read with Schedule V, Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are part on Corporate Governance form part of this Annual Report as ‘Annexure - VIII’.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Board of Directors of your Company confirm that;

i. In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit/loss of the Company for the year April 1, 2017 to March 31, 2018.

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iRs. the Directors have prepared the annual accounts on a ‘going concern’ basis;

Rs. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and.

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. AUDIT REPORTS AND AUDITORS:

Statutory Auditor:

M/s. Sanjay M. Kangutkar & Associates, Chartered Accountants (FRN:117959W), were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting till the conclusion of the Annual General Meeting to be held for the financial year ended 31st March, 2022 in the Financial Year 2022-2023 subject to ratification by the members at every Annual General. However, Pursuant to notification issued by the Ministry of Corporate Affairs on 7th May, 2018 notified the amendment in Section 139 of the Companies Act, 2013 pursuant to Companies Amendment Act, 2017 and the rules made there under, the mandatory requirement for ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting (“AGM”) has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM.

Further, the Auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified for such appointment.

The Auditors Report for the financial year ended 31st March, 2018 on the financial statements of the Company is a part of the Annual Report. The Auditors’ Report for the financial year ended 31st March, 2018 does not contain any qualifications, reservations or adverse remark.

Cost Auditors:

The Board of Directors of the Company, on the recommendations made by the Audit Committee, has appointed M/s. Gangan & Co, Cost Accountants (FRN:100651) as the Cost Auditor of the Company to conduct audit of cost records for the financial year 2018-19. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the Shareholders of the Company at the ensuing 25th AGM, would not exceed RS. 1,40,000/- (Rupees One Lakh Forty Thousand Only) excluding out of pocket expenses, if any.

The Company has received consent from M/s. Gangan & Co., Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records of the Company for the financial year 2018-19 along with a certificate confirming their independence and arm’s length relationship.

Secretarial Auditors:

The Board of Directors of the Company has appointed M/s. AVS & Associates, Company Secretaries as Secretarial Auditor of the Company to conduct an audit of the secretarial records for the financial year 2018-2019 as required under Section 204 of the Companies Act, 2013 and rules made there under.

The Secretarial Audit Report for financial year ended 31st March, 2018 is set out in the ‘Annexure - II’ to this report. The Observations given by the Secretarial Auditor in their Report for the financial year 2017-2018 are as follows:

18. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return as on 31st March, 2018 in Form MGT-9 in accordance with Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out in the “Annexure - V” to this report.

19. RELATED PARTY TRANSACTIONS:

During the Financial Year 2017-18, all Related Party Transactions entered into with Related Parties were at arm’s length and were in the ordinary course of the business. There were no materially significant related party transactions entered into by the Company with any related parties which require shareholders’ approval. Hence, particulars of related party contracts or arrangements in ‘Form AOC-2’ is not applicable.

Prior/Omnibus approvals are granted by the Audit Committee for all related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arm’s length basis in accordance with the provision of the Companies Act, 2013 read with the rules made there under and applicable regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) (‘Listing Regulation’) and Policy of the Company for Related Party Transactions.

All transactions with the related parties were reviewed and approved by the Audit Committee on quarterly basis as required under Listing Regulation. The particulars of contracts or arrangement with Related Parties forms part of the notes to the Financial Statements of the Company.

20. LOANS AND INVESTMENTS:

Details of loans, guarantees and investments made under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2018, are set out in Note to the Standalone Financial Statements of the Company.

21. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

22. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has clearly laid down policies, guidelines and procedures that form part of internal control systems, which provide for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently. Your Company’s internal control systems commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and Internal Auditors’ Reports are regularly reviewed by the Audit Committee of the Board. Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) is annexed with the Independent Auditors’ Report.

23. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, relevant amounts which remained unpaid or unclaimed for a period of seven years or more have been transferred by the Company to the Investor Education and Protection Fund established by Central Government. Details of unpaid and unclaimed amounts lying with the Company as on December 29, 2017 (date of last AGM) have been uploaded on the Company’s website at www.indoaminesltd.com

24. TRANSFER OF ‘UNDERLYING SHARES’ TO IEPF:

In terms of Section 124(6) of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the equity shares in respect of which dividends have remained unclaimed for a period of seven consecutive years or more to the IEPF Account established by the Central Government. Details of shares transferred have been uploaded on the website of the Company at www.indoaminesltd.com

25. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. CSR Policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been attached as ‘Annexure VI’ to this Report.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments occurred which affect the financial position of the Company between the end of the financial year and date of report.

27. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established and adopted Vigil Mechanism and the policy (Whistle Blower Policy) thereof for directors and employees of the Company in accordance with the provisions of Companies Act, 2013 as well as regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy. The vigil mechanism policy is available on the website of the company at www.indoaminesltd.com

28. ENVIRONMENTAL, SAFETY AND HEALTH:

Your Company is committed to ensure a sound Safety, Health and Environment (SHE) performance related to its activities, products and services. Your Company had been continuously taking various steps to develop and adopt Safer Process technologies and unit operations. Your Company has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element, Enhanced level of training on Process and Behaviour based safety, adoption of safe & environmental friendly production process, Installation of Bioreactors, Chemical ROs, Multiple effect evaporator and Incinerator, etc to reduce the discharge of effluents, commissioning of Waste Heat recovery systems, and so on to ensure the Reduction, Recovery and Reuse of effluents & other utilities. Monitoring and periodic review of the designed SHE Management System are done on a continuous basis.

29. CREDIT RATING:

During the year, CRISIL have accorded a credit rating “BBB “ to our Company.

30. PARTICULARS OF EMPLOYEES:

The details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as ‘Annexure VII’. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may be obtained by the members by writing to the Company Secretary of the Company.

31. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year, there were no complaints filed against any of the employees of the Company under this Act.

32. GENERAL:

i. During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

ii. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India;

iii. During the year, there are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future;

iRs. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in the ‘Annexure IV’ to this report;

Rs. During the year, None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

vi. During the year, the Company has increased its Authorized Share Capital from RS. 33,00,00,000/- (Rupees Thirty Three Crores only) consisting of 3,30,00,000 (Three Crore Thirty Lakhs) Equity Shares of RS. 10/- (Rupees Ten) each to RS. 38,00,00,000/-(Rupees Thirty Eight Crores Only) divided into 3,80,00,000 (Three Crores Eighty Lakhs) Equity Shares of RS. 10/- (Rupees Ten Only) each pursuant to Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) order dated 29th November, 2017 and issued and allotted 432,000 equity shares to the Shareholders of Sigma Solvents Private Limited as consideration for amalgamation of Sigma Solvents Private Limited with the Company. Further, the Company has increased the Authorized Share Capital from RS. 38,00,00,000/- (Rupees Thirty Eight Crores Only) divided into 3,80,00,000 (Three Crores Eighty Lakhs) Equity Shares of RS.10/- (Rupees Ten Only) each to RS. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crores) Equity Shares of RS.10/- (Rupees Ten Only) pursuant to shareholders approval in 24th Annual General Meeting.

vii. During the year, the Company does not issue any ESOP scheme for its employees/Directors. Further, the Company has not issued any sweat equity shares or shares having differential voting rights

viii. There was no change in the nature of business of the Company during the financial year.

33. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and cooperation towards the progress of your Company.

On behalf of the Board of Directors

For Indo Amines Limited

SD/-

Dr. Deepak Kanekar

Place: Dombivli Chairman & Director

Date: 30th May, 2018 DIN: 02570268


Mar 31, 2016

To,

The Members,

INDO AMINES LIMITED.

The Directors have great pleasure in presenting 23rd ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2016.

1. FINANCIAL RESULTS:

Standalone

Consolidated

(RS, in Lacs)

(RS, in Lacs)

Particulars

Year ended

Year ended

2016

2015

2016

2015

Revenue from Operations (Net)

24405.72

21720.08

25337.59

23524.64

EBITDA

2960.61

2239.85

3090.70

2369.81

Less: Finance Cost

384.93

520.75

409.76

541.79

Less: Depreciation

1184.17

1008.38

1210.80

1022.85

Profit Before Tax

1391.51

710.72

1470.13

805.17

Less : Tax Expense

532.63

248.73

558.64

280.12

Profit After Tax

858.88

461.99

909.51

525.05

Opening balance in Statement of Profit and Loss

867.93

631.98

945.60

647.12

Amount Available For Appropriation

1726.81

1093.97

1858.32

1172.17

That the Directors recommends for appropriation as under:

Dividend - Interim

164.58

-

164.58

-

Final

164.58

164.58

164.58

164.58

Tax on Dividend

67.01

33.51

67.01

33.51

Transfer to General Reserve

-

-

-

-

Closing Balance in statement of profit & Loss

1330.63

867.93

1458.93

945.64

2. FINANCIAL OPERATIONS &STATE OF AFFAIRS OF THE COMPANY:

During the year the net income from operation on standalone basis increased by 12.36% i.e. RS, 2685.64 lacs as compared to previous year. The net income from operation increased by RS, 21720.08 lacs to RS, 24405.72 lacs, and posted rise in Profit before Tax by RS, 680.79 lacs.

3. TRANSFER TO RESERVES:

During the financial year 2015-16 the Company has not transferred amount to any reserve.

4. DIVIDEND:

Your Directors are pleased to recommend a final Dividend of 5% i.e. RS, 0.50 per equity share of RS, 10/- each The dividend, if approved by the shareholders at the forthcoming Annual General Meeting would absorb RS, 164.58 lacs out of the profits of the year. Dividend distribution tax payable by the company amounting to RS, 33.51 lacs has been appropriated out of profits.

During the financial year 2015-2016, the Company also declared and paid Interim Dividend of 5% i.e. RS, 0.50/- per equity share absorbing RS, 164.58 lacs out of the profits, and dividend distribution tax payable by the company amounting to RS, 33.51 lacs.

Including interim dividend total dividend for the financial year 2015-16 is 10% i.e. RS, 1/- per equity share of RS, 10/- each

5. DEPOSITS:

The Company has not accepted any deposits under Chapter V of the Companies Act, 2013.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Ajay Marathe was appointed as the Chief Financial Officer in place of Mr. Rahul Palkar with effect from 29th April, 2015. Mr. Vishwas Mehendale, Independent Director of the company resigned with effect from 16th May, 2015 and Mr. N G Mane, Executive Director of the Company resigned with effect from 28th May, 2015.

The remuneration of Mr. Vijay Palkar, has been increased with effect from 1st September, 2015.

Mr. Sagar Parab has resigned as Company Secretary of the Company w.e.f 15th February, 2016 and Ms. Tripti Sharma has been appointed as the Company Secretary of the Company w.e.f 15th February, 2016.

In accordance with the provisions of Section 152(6) and Articles of Associations of the Company, Mr. C L Kadam, Executive Director of the Company will retire by rotation and being eligible offers himself for re-appointment.

7. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure II and is attached to this Report.

8. NUMBER OF BOARD MEETINGS:

During the financial year, the Board had met five times on Tuesday, 28th April, 2015, Thursday, 28th May, 2015, Friday, 24th July, 2015, Saturday, 7th November, 2015 and Saturday, 13th January, 2016.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Board of Directors of your Company confirm that:

i) That in the preparation of the annual accounts, the applicable accounting standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed along with proper explanation relating to material departures

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

v) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

10. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

11. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman, who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

12. COMMENTS ON AUDITOR''S REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by Kulkarni & Khanolkar, Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

13. AUDITORS:

M/s Kulkarni & Khanolkar, Chartered Accountants, Mumbai (Firm Registration No 105407W) were appointed as Statutory Auditors at the Annual General Meeting held on 23rd August, 2014 for the period of three (3) years. i.e. for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment.

14. INTERNAL FINANCIAL CONTROLS

Your company operates in ORION an ERP system for managing its financial and accounting records. The broad features relating to internal financial controls are described below:

Data in ERP system is entered through various modules. This all modules are integrated and shared common data base to avoid duplication & overlapping of information. Various data entry screens are designed in such a manner that there will not be any gaps in information feeding. One of the important features of ERP is data validation. Data validation means system will take care of itself through various, in built checks & controls to get the correct data from the system operator. E.g when purchase invoice is booked in GL module it will prompt user to link it with the PO booked in inventory thus end to end link of transaction is maintained.

Maker checker concept: Any data entry in ERP needs to be validated by the supervisor. Data entry operator punch data in the system & it will get posted in the system after verification by the checker. User can able to edit or delete the entry before approving. Once entry is approved system will not allow edition or deletion in the record.

The company has well defined policy for approving all financial decisions including acquisition of shares, investment in new projects, routine expenses etc. Various levels of authorities are defined in the organization chart to approve it on the basis of predefined rules. However this rules are internal guidelines & will not override any of the statutory provisions.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

a. There are no Loans given by your Company in accordance with Section 186 of the Companies Act, 2013.

b. Your Company has made an Investment in accordance with Section 186 of the Companies Act, 2013. The details of Investment made are given in Note. 10 of Standalone Financial Statement forming part of this report.

c. There are no guarantees issued by your Company in accordance with section 186 of the Companies Act, 2013

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Since all the related party transactions entered into by the Company were in ordinary course of business and were on arm''s length basis and hence AOC-2 is not applicable to the Company.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company during the financial year of the Company to which the financial statements relate and the date of the report.

18. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto marked Annexure IV and forms part of this report.

19. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

20. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013.

CSR Policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure V to this Report.

21. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. It is available on the Company''s website: www.indoaminesltd.com

22. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, is annexed to this report. (Annexure VII)

23. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANIES:

As on 31st March, 2016 the Company had the following subsidiaries & Associate Companies.

1.

Indo Amines (Malaysia) Sdn & Bhd

Subsidiary

2.

Key Organics Private Ltd

Subsidiary

3.

Indo Amines Americas LLC

Subsidiary

4.

Indo Amines (Europe) Ltd

Associate

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary & associate companies, which is forming part of the Annual Report. However, the accounts of Associate Company i.e. Indo Amines (Europe) Ltd. are not material; hence, the accounts are not considered in the consolidation.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company, www.indoaminesltd.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company. However, one of the Subsidiary Company''s i.e. Indo Amines Americas LLC accounts is not audited because as per US Law it is not mandatory to audit the accounts. Hence, the accounts of the said Subsidiary are unaudited for Consolidation. The Policy for determining material subsidiary is uploaded on the website of the Company and can be access on the company''s website www.indoaminesltd.com. The details of the subsidiaries/associate Companies are given in Annexure III.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

25. SECRETARIAL AUDITOR & REPORT:

The Board of Directors of the Company has appointed M/s. HS Associates, Practicing Company Secretary; to conduct the Secretarial Audit and their Report on Company''s Secretarial Audit is appended to this Report as Annexure I.

Observations and comment in Secretarial audit is self-explanatory hence no further explanation by the Board of directors is given in this report.

26. CORPORATE GOVERNANCE:

The Board had implemented Corporate Governance Code in pursuance of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from M/s. HS Associates, Company Secretaries on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report. (Annexure VI)

27. COST AUDITORS:

M/s. Gangan & Company, Cost Accountant are appointed as Cost Accountants in compliance of Section 148(1) read with Section 139 of the Companies Act, 2013 to audit Cost records maintained by the Company for the financial year ended March 31, 2016. The resolution for ratification of remuneration paid to them is put forward for your approval in compliance of Section 148 read with Companies (Audit and Auditors) Rules, 2014.

28. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. V.V. Rane, Chartered Accountants as internal auditors for the year to 2016-2017 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company''s policies and ensure statutory and other compliances through, periodical checks and internal audit.

29. CREDIT RATING:

During the year, Credit Analysis and Research Ltd. (CARE) have accorded a rating of "CARE BBB" [Triple B] to your Company.

30. AWARDS:

During the year, the Company won a prestigious Award under the category of "Trishul" instituted by Basic Chemicals, Pharmaceuticals and Cosmetics Export Promotion Council, under the category Panel: II : Basic Inorganic & Organic Chemicals including Agro chemicals - (SSM) for the outstanding export performance for the year 2014-15.

31. PARTICULARS OF EMPLOYEES:

During the financial year there were no employees drawing salary exceeding RS, 5 Lacs. The information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee''s remuneration will be made available at the registered office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting, i.e from 13th July, 2016 to 6th August, 2016 i.e the date of ensuing Annual General Meeting.

32. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. There were no complaints filed against any of the employees of the Company under this Act.

33. GENERAL:

a. Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b. Your Company does not have any ESOP scheme for its employees/Directors.

34. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

On behalf of the Board of Directors

For Indo Amines Limited

Sd/-

Place: Dombivli Dr. Deepak Kanekar

Date: 08th June, 2016. (Chairman)


Mar 31, 2014

The Members,

INDO AMINES LIMITED.

The Directors have great pleasure in presenting 21 ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31 March, 2014.

1. FINANCIAL RESULTS: (Rs. in Lakhs) Particulars Year Ended 2014 2013

Total Income 21789.40 20128.21

Depreciation 584.11 274.92

Profit before tax 915.28 944.68

Provision for taxation (375.00) (280)

Appropriation:

Profit after tax 540.28 664.67

Balance of profit b/f 1381.54 1007.97

Amount available for appropriation 1921.82 1672.65

Transfer to:

Dividend and Div Distribution Tax (182.02) (155.41)

General reserve / Bonus Utilisation (1029.44) (100)

Provision for deferred tax Assets/ (Liabilities) (78.38) (35.68)

Goodwill

Balance carried to Balance sheet 631.98 1381.54

2. FINANCIAL OPERATIONS:

During the year the net income from operations on standalone basis increased from 20128.21 lacs to 21789.40 lacs. Company showed a growth of 8.25 % in its total income from the previous year. But however due to increase the Provision for Depreciation, the Profit Before Tax (PBT) has marginally reduced.

Your Directors optimum efforts to increase the profits & improve the performance of the Company.

Further, during the year on July 27, 2013 fire broke out in Dhule Plant. One section of Dhule Plant and some portion of Office building were damaged due to fire. However there was no loss on Revenue or Production. The plant & office are covered by insurance.

3. DIVIDEND:

Your Directors are pleased to recommend a final Dividend of Rs. 0.50 per equity share of Rs. 10/- The dividend, if approved by the shareholders at the forthcoming Annual General Meeting would absorb Rs. 155.68 lacs out of the profits of the year. Dividend distribution tax payable by the company amounting to Rs. 26.44 lacs has been appropriatedout of profits.

4. SCHEME OF ARRANGEMENT AND AMALGAMATION:

The Company has obtained order from Hon''ble Bombay High Court vide order dt.2nd November, 2012 towards approval of composite scheme of arrangement and amalgamation between Versatile Chemicals Ltd, Palkar Commercials Private Limited and the company.

The Company has filed application for adjudication of stamp duty to General Stamp office, Mumbai, subsequently the Company has paid requisite stamp duty for the same and obtained the adjudication order from Stamp office and thesaidorder wasregistered with Sub-Registrar (Dhule) on 4th March, 2014.

5. BONUS ISSUE:

The Shareholder of the Company approved the issue of bonus equity shares in the ration 1:1 equity shares for every one equity shares held by the members on 5th September, 2013, and accordingly allotment of the bonus shares were made to the shareholders of the Company on 18th September, 2013, subsequently the company has submitted the application for listing of1,32,83,390 Equityshares to the Bombay Stock Exchange and the said shares are listed at the Bombay Stock Exchange.

6. PREFERENTIAL ISSUE OF FULLY CONVERTIBLE WARRANTS:

The Company has converted 11,25,000 warrants into equity shares on 26th March, 2013 and 22,75,000 warrants into equity shares on 8th February, 2014 respectively. The said shares are listed at The Bombay Stock Exchange.

As on date of thisreport, 9,00,000 convertible warrants are outstanding for conversion into equity shares.

7. UTILIZATION PREFERENTIALIS SUEPROCEEDS:

During the financial year 2013-2014 the company hadr a is edanaggregating amount of Rs.290.06 lacs by way of preferential issue of warrants. Out of the said proceeds, the Company has utilized Rs. 326.30lacs towards capital payments.

8. DEPOSITS:

Your Company did not accept any depositsfromthe public during thecurrent Year.

9. DIRECTORS:

During the year Dr. Deepak Kanekar, Non-Executive Director & Mr. N G Mane, Executive Director of the Company are retiringbyrotation and being eligibleoffers themselves for re- appointment.

Mr. C.L. Kadam and Mrs. Bharati Palkar, Executive Directors of the Company were re-appointed as Executive Directors w.e.f.1st January, 2014 and 1st July, 2014 respectively for the period of 5(Five) years and 3(Three) years respectively.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Vishwas Mehendale, Mr. N. S. Sule, Mr. Suresh Iyer, Mr. Dhawal Vora and Mr.R. R. Ravi asIndependentDirectors for five consecutive years for a term upto31 March 2019.

10. SUBSIDIARIES:

As on 31st March,2014 the Company had the following subsidiaries.

1. Indo Amines(Malaysia) Sdn & Bhd

2. Key Organics Private Ltd

The Ministry of Corporate Affairs, Government of India has issued circular No.2/2011 dated 8th Feb, 2011 granting general exemption to companies under section 212(8) from attaching the documents referred to in section 212 (1) pertaining to its subsidiaries subject to approval by the Board of Directors of the Company and furnishing of certain financial informationin the Annual Report.

The Board of Directors of the Company has accordingly decided to dispense with the requirement of attachingtoits Annual Report the annual audited account of the Company''s subsidiaries.

Accordingly, the Annual Report of the Company does not contain the individual financial statement o these subsidiaries,but containsthe audited consolidated financial statements of the Company,its subsidiaries.

11. CORPORATE GOVERNANCE CODE:

The Board had implemented Corporate Governance Code in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from M/s HS Associates, Company Secretaries on implementation of requirements of the Corporate Governance is also annexed herewithformingpart of this report.

12. AUDITORS:

M/s Kulkarni & Khanolkar, Chartered Accountants, Mumbai, who are Statutory Auditors of your Company, are due for retirement in accordance with the provisions of the Companies Act, 1956 at the ensuing Annual General Meeting. They have signified their willingness to be re-appointed as Statutory Auditor of the Company.

M/s Kulkarni & Khanolkar, Chartered Accountants, Mumbaiare being Appointed as the Statutory Auditors of your Company at the ensuing Annual General Meeting. Your Directors recommend their appointment for the ensuing year.

The Company has received letters from M/s Kulkarni & Khanolkar, Chartered Accountants, Mumbai, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

13. COST AUDITORS:

As per the Requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, The Company has appointed M/s. Gangan & Company, Cost Accountants for the year 2014-2015 to conduct the cost audit.

14. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013. The Company has appointed M/s. V.V. Rane, internal auditors for the year to 2014-2015 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company''s policies and ensure statutory and other compliance through, periodical checks and internal audit

15. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms

i) In the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relatingto materialdepartures

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directorshave preparedthe Annual accountson a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and wereoperating effectively.

vi) The directors had devised proper systemstoensure compliancewiththe provisions of all applicable laws and that such systemswere adequate and operating

vii) TheBalance sheet ofthe Company is as per ScheduleVI.

16. PARTICULARS OF EMPLOYEES:

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits.

17. COMMITTEES OF BOARD:

The Board has re-constituted audit committee pursuant to clause 49 of the listing agreement dt. 3rd August, 2013.

The Board has re-constituted audit committee pursuant to clause 49 of the listing agreement dt. 3rd August, 2013. The composition of audit committee is mentioned in details in Corporate Governance is attached hereto. The Board accepted the recommendationsmade by the audit committee during the year.

Pursuantto Section 178 of the Companies Act, 2013, The Company has changed the nameofRemuneration committee and shareholders committee to "Nomination and Remuneration Committees" and "stakeholders'' committee" respectively, in their meeting held on 28th May, 2014 the details of the same are mentioned in the Corporate Governance Reportannexed hereto.

Also note that the company has constituted the "Corporate social Responsibility Committee" to implement the said policy.

18. SECRETARIAL AUDITS:

In pursuance of section 204 of the Companies Act, 2013, The Company has appointed M/s. HS Associates, Company Secretaries for auditing thesecretarial and relatedrecords of the Company.

19. PARTICULARS OF CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES,1988.

A) COSERVATION OF ENERGY:31.03.2014.

a) Energy conservation measures taken :

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy;

c) impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods;

d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexurein respect of industriesspecifiedin theschedule thereto.

B. TECHNOLOGY ABSOPTION

e) Efforts made in technology absorption as per Form B of the Annexure:

FORM B

Form for disclosure particulars with respect to absorption of technology. Research and Development (R & D) 1. Specific areas in which R & D carried out by the Company,

The scope of activities covers process developments in chemicals & related Process

2. Benefits derived as a result of the above R & D.

- Productivity and quantity improvements

- Improved process performance and better cost management.

- Enhancement of safety and better environmental protection

- Develop new products in line with the requirements of the Industries.

3. Future plan of action.

Relevant R & D activity in the areas of business operations of the company will continue with a view to adapt products and process to improve performance and better meet the industries demand.

4. Expenditure on R & D

Currently the expenditure on R & D is insignificant as compared to the size & nature of the company.

Technology absorption, adaptation and innovation.

1. Efforts, in brief, made towards technology absorption, adaptation and innovation.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.

3. In case of imported technology imported during the last 5 years reckoned from the beginning of the financial year, following information may be furnished: N.A

(a) Technology imported.

(b) Year of import.

(c) Has technology been fully absorbed.

(d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action.

19. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

On behalf of the Board of Directors For Indo Amines Limited

Sd/- Place: Dombivali Dr. Deepak Kanekar Date : 28th May, 2014 (Chairman)


Mar 31, 2013

To, The Members of INDO AMINES LIMITED.

The Directors have great pleasure in presenting 20th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2013.

I.FINANCIAL RESULTS:

(Rs. in Lacs) Particulars Year ended 2013 2012

Total Income 20128.21 19331.02

Depreciation 274.92 342.01

Profit before tax 944.68 690.96

Provision for taxation (280) (260.00)

Appropriation:

Profit after tax 664.67 430.96

Balance of profit b/f 1007.95 827.70

Amount available for appropriation 1672.65 1258.66

Transfer to :

Dividend and Div Distribution Tax, (155.41) (141.30)

General reserve (100) (80.00)

Provision for deferred tax Assets/(Liabilities) Goodwill (35.68) (29.41)

Balance carried to Balance sheet 1381.54 1007.97

2. FINANCIAL OPERATIONS:

3. DIVIDEND:

Your Directors are pleased to recommend a final Dividend of Rs. 1 per equity share of Rs. 10/- The dividend, if approved by the shareholders at the forthcoming Annual General Meeting would absorb Rs. 132.83 Lacs out of the profits of the year. Dividend distribution tax payable by the company amounting to Rs. 22.58 Lacs has been appropriated out of profits.

4. ISSUE OF BONUS SHARES:

The Board of Directors in their meeting held on August 3, 2013, decided to issue fully paid up bonus share to the members of the Company in ratio 1:1 equity share for every one equity share held by members, by capitalizing on amount of Rs. 16,45,83,900/- from the Reserve and surplus account of the Company, subject to approval of shareholders at the forthcoming Annual General Meeting. If the bonus issue is approved by the members, the bonus shares will be issued to the members whose name appears in the Register of members on the Record date.

5. SCHEME OF ARRANGEMENT AND AMALGAMATION:

The Company has obtained order from Hon''ble Bombay High Court vide order dt.2nd November, 2012 towards approval of composite scheme of arrangement and amalgamation between Versatile Chemicals Ltd, Palkar Commercials Private Limited and the company. The company has allotted 23, 86,500 equity shares to the shareholders of Transferor Company dt. November 9, 2013 in pursuance of Bombay High Court order & the said shares were listed on the Bombay Stock Exchange.

Also note that the Company has filed application for adjudication of stamp duty to General stamp office, Mumbai however the adjudicating order is not yet received as on date of this report.

6. SHARE CAPITAL:

During the year the paid up capital was increased from Rs.9,77,18,900/- (Rupees Nine Crore Seventy Seven Lacs Eighteen Thousand Nine Hundred Only) to Rs.13,28,33,900/- (Rupees Thirteen Crores Twenty Eight Lacs Thirty Three Thousand Nine Hundred only) due to approval of composite scheme of arrangement and amalgamation by the Hob''ble Bombay High Court vide order dt. 19th October, 2012 and the allotment of 23,86,500 equity shares to promoter group, conversion of 11,25,000 warrants into equity shares of Rs.10/- each at a premium of Rs.7(issued on 26th March, 2013).

7. PREFERENTIAL ISSUE OF FULLY CONVERTIBLE WARRANTS:

The Company has issued 11,25,000 equity shares on March 26, 2013 after obtaining in-principal approval from the Bombay Stock Exchange. The said shares were out of 43,00,000 convertible warrants issued at the price of Rs.17/- per warrant at a premium of Rs.7 per warrant in pursuance of SEBI (ICDR) guidelines 2009.

Due to conversion of 11,25,000 equity shares out of 43,00,000 convertible warrants issued on 9th February, 2013, 31,75,000 convertible warrants are outstanding for conversion as on date of this report. The company has submitted application for listing of 11,25,000 equity shares however as on date of this report the said shares are not yet listed at the Bombay Stock Exchange.

8. UTILIZATION PREFERENTIAL ISSUE PROCEEDS:

During the financial year 2012-2013 the company had raised an aggregating amount of Rs. 326.19 by way of preferential issue of shares and allotment of convertible warrants upto 31st March 2013. The Company has utilized Rs. NIL towards Expension.

9. DELISTING OF SHARES:

The Company has received order from the Calcutta Stock Exchange Limited for voluntary delisting of securities under the SEBI (Delisting of Equity Shares) Regulations, 2009 on April 30th, 2013.

10. DEPOSITS:

Your Company did not accept any deposits from the public during the current year.

11. DIRECTORS:

During the year Mr. R.R Ravi, Mr. Suresh Iyer and Mr. Dhawal Vora Directors of the Company are retiring by rotation and being eligible offers themselves for re-appointment.

Mr. Vijay Palkar, Managing Director, Mr. Kirit Shah, Whole Time Director and Mr. Rahul Palkar, Executive Director of the company were re-appointed w.e.f.1El April, 2013

12. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

13. CORPORATE GOVERNANCE CODE:

The Board had implemented Corporate Governance Code in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from M/ s HS Associates, Company Secretaries on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

14. AUDITORS:

M/s Kulkarni & Khanolkar, Chartered Accountants, Mumbai, Statutory Auditors of your Company hold office till the conclusion of the coming Annual General Meeting. They have signified their willingness to be re-appointed as Statutory Auditor of the Company.

The aforesaid re-appointment is proposed for your approval at the forthcoming Annual General Meeting of the Company.

The significant Accounting policies and notes on Account are self explanatory hence no further explanations are required.

15. COST AUDITORS:

As per the Requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, The Company has appointed M/s. Gangan & Company, Cost Accountants for the year 2012-2013 to conduct the cost audit.

16. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms

i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

v) The Balance sheet of the Company is as per Schedule VI.

17. PARTICULARS OF EMPLOYEES:

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits.

18. COMMITTEES OF BOARD:

The Board has re-constituted audit and shareholders Committees pursuant to Clause 49 of Listing Agreement dt. 12,h November, 2012, the details of the same are mentioned in the Corporate Governance Report annexed hereto.

19. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(11 COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS! RULES. 1988.

A) COSERVATION OF ENERGY: 31.03.2013.

a) Energy conservation measures taken :

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy;

c) impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods;

d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of industries specified in the schedule thereto.

B) TECHNOLOGY ABSOPTION

e) Efforts made in technology absorption as per Form B of the Annexure:

FORMB Form for disclosure particulars with respect to absorption of technology.

Research and Development (R & D)

1. Specific areas in which R&D carried out by the Company,

The scope of activities covers process developments in chemicals & related Process

2. Benefits derived as a result of the above R&D. Productivity and quantity improvements

Improved process performance and better cost management. Enhancement of safety and better environmental protection Develop new products in line with the requirements of the Industries.

3. Future plan of action.

Relevant R&D activity in the areas of business operations of the company will continue with a view to adapt products and process to improve performance and better meet the industries demand.

4. Expenditure on R & D

Currently the expenditure on R & D is insignificant as compared to the size & nature of the company.

Technology absorption, adaptation and innovation.

1. Efforts, in brief, made towards technology absorption, adaptation and innovation.

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc.

3. In case of imported technology imported during the last 5 years reckoned from the beginning of the financial year, following information may be furnished: N.A

(a) Technology imported.

(b) Year of import.

(C) Has technology been fully absorbed. (d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action.

C) FOREIGN EXCHANGE EARNINGS & OUTGO:

During the year under review the foreign exchange earnings and outgoings are as follows:

2012-2013 2011-2012

a) Foreign Exchange Earnings (Rs. in lacs) 10133.87 10066.32

b) Foreign Exchange Outgo (Rs. in lacs) 4603.92 4065.4

20. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

On behalf of the Board of Directors

For Indo Amines Limited

Sd/-

Deepak Kanekar (Chairman)

Place: Dombivali

Date : August 3, 2013


Mar 31, 2010

The Directors have great pleasure in presenting 17th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year ended

2010 2009

Total Income 9409.88 9554.82

Depreciation 254.84 248.29

Profit before tax 200.38 533.68

Provision for taxation 67.34 188.37

Appropriation:

Profit after tax 133.04 345.31

Balance of profit b/f 586.61 241.30

Amount available for appropriation 719.65 586.61

Transfer to:

Dividend & Div Distribution Tax 68.62 -

Provision for deferred tax Assets/ (Liabilities) Goodwill -- -

Balance carried to Balance sheet 651.03 586.61



2. OPERATIONS:

The turnover of the Company for the Financial year 2009-10 was Rs.9409.88 (in lacs) compared to last year of Rs.9554.82 (in lacs) decrease of 1.52 % in comparison to last year.

Company has made a profit before tax of Rs.200.38 (in Lacs) compared to last year Rs. 533.68 (in Lacs). The reduction in profit is due to increased prices of raw material which cannot be passed on to customers immediately due to period specific agreements. However, the price revision is effected immediately at the time of renewal of contract.

3. DIVIDEND:

During the year the Company has declared an interim dividend @7% in the Board of Directors meeting held on 31st October, 2010 and total out flow was of Rs.68.62 lacs, however no final dividend was recommended for the current financial year.

4. SHARE CAPITAL:

During the year the paid up share capital was increased from Rs.7,96,18,900 Rs.8,81,18,900 due to conversion of 4,17,000 warrants (issued on 7th April, 2009) into 4,17,000 Equity Shares of Rs. 10/- each at the premium of Rs. 2/- per Equity Shares, on 27th August, 2009 and 4,33,000 warrants converted into 4,33,000 equity shares of Rs. 10/- each at the premium of Rs. 2/- per Equity Shares, on 27th May, 2010 respectively.

The said shares were duly listed at the concerned Stock Exchanges.

5. POSTAL BALLOT:

During the year the company has passed ordinary resolutions under section 293(1)(a) and 293(1)(d) of the companies Act, 1956 obtaining shareholders consent by pursuant to section 192A of the Companies Act, 1956, read with the Companies (Passing of the resolution by Postal ballot) Rules, 2001.

6. DEPOSITES: Your company did not accept any deposits from the public during the current year.

7. DIRECTORS:

During the year Mr. Vishwas Mehendale, Dr. Deepak Kanekar and Mr. N.G. Mane, Directors of the company are retiring by rotation & being eligible offers themselves for reappointment. You are requested to re-appoint them.

8. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

9. CORPORATE GOVERNANCE CODE:

The Board had implemented Corporate Governance Code in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from M/S HS Associates, Company Secretaries on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

10. AUDITORS:

M/s Kulkarni & Khanolkar, Chartered Accountants, Mumbai, Statutory Auditors of your Company hold office till the conclusion of the coming Annual General Meeting. They have signified their willingness to be re- appointment as Statutory Auditor of the Company.

The aforesaid appointment is proposed for your approval at the forthcoming Annual General Meeting of the Company.

The significant Accounting policies & notes on Account are self explanatory hence no further explanations are required.

11. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms

i) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii)That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

12. PARTICULARS OF EMPLOYEES:

No details as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, are given, as there are no employees drawing remuneration in excess of the prescribed limits.

13. PARTICULARS OF CNSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BAORD OF DIRECTORS) RULES, 1988.

14. LISTING OF SHARES:

Equity shares of your Company are currently listed on with Bombay Stock Exchange Limited, Ahmedabad Stock Exchange Limited and the Calcutta Stock Exchange Association Limited out of which Mumbai is a Regional Stock Exchange. The Company has been paying the necessary listing fees to Mumbai Stock Exchange regularly. During the period the Board has also decided voluntary Delisting of Equity Shares of the Company from the Ahmedabad Stock Exchange Ltd. and The Calcutta Stock Exchange Association Ltd. as per Clause 6 (a) of SEBI (Delisting of Equity Shares) Regulations, 2009.

15. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

On behalf of the Board of Directors

Deepak Kanekar (Chairman) Dombivali, 11th August, 2010

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