Mar 31, 2015
Dear Members,
The directors are pleased to present the 31st Annual Report together
with the Audited financial Statement for the year ended 31st March,
2015.
1. STATE OF AFFAIRS, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK
1.1 FINANCIAL HIGHLIGHTS AND SUMMARY
The performance highlights and summarized financial results of the
Company are given below:
(Rupees in Lakhs)
Particulars Year ended Year ended
31st 31st
March 2015 March 2014
Total Income 3397.57 4214.97
Total Expenditure 3751.91 4180.94
Profit/(Loss) before Exceptional &
Extraordinary Items & Tax (354.34) 34.03
Exceptional Items (19.63) 0.00
Extraordinary Items 0.00 0.00
Profit/(Loss) before tax (334.71) 34.03
Provision for Tax
Current Tax 0.00 6.78
Deferred Tax (105.71) (8.78)
Provision for earlier Year Tax 0.24 0.00
Profit/(Loss) after tax (229.24) 36.03
Surplus Carried to Balance Sheet (229.24) 36.03
No. of Equity Shares 6477070 6866070
Earning per share (Rs.10/ - each)
Basic & Diluted (in Rs.) (3.41) 0.52
During the financial year company has achieved total income of Rs.
3397.57 Lacs in comparison to previous year's total income of Rs.
4214.97 Lacs and incurred net loss of Rs. 229.24 lacs in comparison to
previous year's net profit of Rs. 36.03 Lacs.
1.2 OPERATIONS AND FUTURE OUTLOOK
This financial year was not good for the Company. Due to economic
recession overall in fertilizer sector of country, company has also
been affected and suffered and incurred losses particularly because of
lower demand of product and change in government policies . Similarly,
business of polymer division was also affected due to recession and
tough competition.
Further this year board expect that due to availability of goods order
in permanent nature company may utilized its full capacity in polymer
unit.
Further Directors are hopeful that looking in to the good monsoon,
turnover and profitability would also increase in fertilizer sector.
1.3 CHANGE IN NATURE OF BUSINESS
During the year there was no change in business activity of the
company.
1.4 SHARE CAPITAL
During the Financial Year 2014-15 there was no change in capital
structure of the company and company has neither issued any shares with
differential voting rights nor granted stock options nor sweat equity
shares. None of the Directors of the Company hold instrument
convertible into equity shares of the Company.
Further Board of Directors in their board meeting held on 22nd November
2014 has forfeited 389000 partly paid up equity shares of the company.
Paid up Share capital of the company since from 22nd November 2014 is
stands at Rs.6,47,70,700/- consisting 6477070 equity shares of Rs. 10
each.
2. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as prescribed in form MGT 9 required under
section 92 of the Companies Act, 2013 is included in this report as
ANNEXURE-1.
3. BOARD MEETINGS AND ANNUAL GENERAL MEETING
During the Financial Year 2014-15, meetings of the Board of Directors
of the Company were held Nine times. The gap between two Meetings did
not exceed one hundred and twenty days. Further Annual General Meeting
was held on 26th September, 2014. Detailed information on the meetings
of the Board, its Committees and the AGM is included in the Report on
Corporate Governance, which forms part of this Annual Report.
4. DIVIDEND
Due to losses, your Directors have not recommended any dividend for the
year under review.
5. AMOUNTS TRANSFERRED TO RESERVES
During the year Rs.9,72,500/- is transferred to Capital Reserve on
account of forfeiture of 389000 partly paid up equity shares except
this, no amount has been transferred to any reserve.
6. FIXED DEPOSITS
The Company has not accepted any deposits, within the meaning of
Section 73 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014.
7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
The Company does not have any subsidiary, joint venture or associate
company.
8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with provisions of Section 152 of the Companies Act, 2013
and the Company's article of association, Smt. Astha Jain, Director
retires by rotation at the forthcoming annual general meeting and being
eligible offers herself for re-appointment
The Board of directors appointed Shri Tilak Chitta and Smt. Sanjali
Shrimati Jain as independent director in their meeting held on 05th
June, 2014 & 26th June 2014 respectively.
Further, Shri Shashikant Jain and Shri Shantilal Gupta Ceased from
Directorship of the Company w.e.f. 29th May, 2014 & 05th June, 2014
respectively. Your Board places on record their deep appreciation of
the valuable contribution made by them during their tenure as Director
of the Company.
At the annual general meeting held on 26th September, 2014 Shri Tilak
Chitta and Smt. Sanjali Shrimati Jain were appointed as an Independent
Directors of the Company pursuant to Section 149 of the Companies Act,
2013 for a term of five consecutive years. None of the Independent
Directors are due for re-appointment.
Mr. Virendra Kumar Jain, Managing Director, Mr. Deepak Kumar Joshi,
Chief financial officer (18.04.2015), Mr. Dilip Patidar, Company
Secretary; are the Key Managerial Personnel of the Company as per the
provisions of the Companies Act, 2013. Further Board of Directors
accepted resignation of Mr. Shammi Kumar Jhanwar, Chief Financial
Officer of the company with effect from 18th April, 2015 who was
appointed Chief Financial Officer on 29th May, 2014 and appointed in
his place Mr. Deepak Kumar Joshi as Chief Financial Officer of the
company with effect from 18th April, 2015.
DISQUALIFICATIONS OF DIRECTORS
During the year declarations received from the Directors of the Company
pursuant to Section 164 of the Companies Act, 2013. Board appraised the
same and found that none of the director is disqualified for holding
office as director.
9. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from all the Independent
Directors of the Company confirming that they fulfill the criteria of
independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchanges.
The following Directors are independent in terms of Section 149(6) of
the Act and Clause 49 of the listing Agreement:
i) Shri Tilak Chitta
ii) Smt. Sanjali Jain
10. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act, 2013, your
Directors state that:
a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures
, if any;
b) 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, 2015 and of the loss of the Company
for year ended on that date;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;
d) the directors have prepared the annual accounts on a going concern
basis;
e) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively and
f) the directors have laid down proper internal financial controls to
be followed by the company and that such internal financial controls
are adequate and were operating effectively.
11. FAMILIARIZATION OF INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors have
been disclosed on website of the Company www.indraindustries. in.
12. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met once during the year under review. The
Meeting was conducted in an informal manner without the presence of the
Chairman, the Whole Time Director, the Non-Executive Non-Independent
Directors and the Chief Financial Officer.
13. COMMITTEES OF THE BOARD OF DIRECTORS
The Company has various committees which have been constituted as a
part of the good corporate governance practices and the same are in
compliance with the requirements of the relevant provisions of
applicable laws and statutes. Your Company has an adequately qualified
and experienced Audit Committee with Smt. Sanjali Shrimati Jain as
Chairman, Smt. Astha Jain and Shri Tilak Chitta, as Members. The
recommendations of the Audit Committee were duly approved and accepted
by the Board during the year under review.
The other Committees of the Board are:
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Internal Complaint Committee for (The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The details with respect to the composition, powers, roles, terms of
reference, Meetings held and attendance of the Directors at such
Meetings of the relevant Committees are given in detail in the Report
on Corporate Governance of the Company which forms part of this Annual
Report.
14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION
HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND
THAT OF ITS COMMITTEES
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, performance evaluation of the Board, it's
Committee and the Independent Directors was carried out time to time.
The manner in which the evaluation is carried out has been explained in
the Corporate Governance Report.
15. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186
The Company has not provided any loans and guarantees pursuant to
section 186 of the Companies Act, 2013 . Further company has reinvested
the investment during the financial year for the purpose of liquidity
investment. Details of investment are given in note No. 10 to the
financial statements.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with related parties for the year under review
were on Arm's length basis and in the ordinary course of business and
that the provisions of Section 188 of the Companies Act, 2013 are not
attracted. Thus, disclosure in Form AOC-2 is not required. Further,
there are no material related party transactions during the year under
review with the promoters, directors.
17. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required under
sub-section (3) (m) of section 134 of the Companies Act, 2013 read with
Rule (8) (3) of the Companies (Accounts) Rules, 2014 are given as under
:
(A) Conservation of Energy
The steps taken or impact on conservation of energy:
Adequate measures have been initiated to reduce energy consumption.
a. The Company has installed latest machineries & equipments at both
units of the Company, It will help in reducing the consumption of
energy.
b. The Company has taken proper steps for maintenance/ service their
machineries time to time which help in smooth functioning and avoid
excess consumption of energy. Also at different level of use of
electric motor better capacitor has been replaced to save energy.
c. The Company has installed machinery in such a manner which reduce
the ideal time of raw-product from one stage to another stage in their
process cycle which help in electricity saving and impact will be seen
in next fiscal year.
d. The Company has installed CFL & LED lamps in the place of
conventional light bulbs at both Units & head office of the company
these help in handsome savings in power
e. Culture of organization in such a manner that all employees of
organization take initiative to avoid misuse of energy like a switching
off unwanted energy consumption.
f. The Management has undertaken several initiatives to reduce energy
consumptions at different levels, our Company believes in sustainable
consumption of natural resources and the conservation of energy remain
a key focus area at all times. The Company gives utmost importance to
the conservation of energy as a part of its Corporate Social
Responsibility and adopts eco-friendly practices in all areas of
operations.
The capital investment on energy conservation equipments: Nil
(B) Technology Absorption:
(i) The efforts made towards technology absorption : Not Applicable.
(ii) The benefits derived like product improvement, cost reduction,
product development or import substitution: Not Applicable.
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the Financial Year): Not
Applicable.
(iv) Company has not incurred any expenditure on Research and
Development during the year under review.
Foreign Exchange earning/outgo F.Y. 2014-15 F.Y. 2013-14
(Rs. In Lacs):
(a) Foreign Exchange earned
(i) Sales 156.26 122.46
(ii) Other activities Nil Nil
(b) Foreign Exchanged used
(i) Purchase of Raw Material Nil Nil
(ii) Other activities Nil Nil
18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS
Your company has an effective internal control and risk mitigation
system, which are constantly assessed and strengthened with new/revised
standard operating procedures. The company's internal control system is
commensurate with its size, scale and complexities of its operations;
the internal and operational audit is entrusted to internal auditors.
The main thrust of internal audit is to test and review controls,
appraisal of risks and business processes, besides benchmarking
controls with best practices in the industry.
The audit committee of the board of directors actively reviews the
adequacy and effectiveness of the internal control systems and suggests
improvements to strengthen the same. The company has a robust
management information system, which is an integral part of the control
mechanism
The audit committee of the board of directors, statutory auditors and
the business heads are periodically apprised of the internal audit
findings and corrective actions taken. Audit plays a key role in
providing assurance to the Board of director. Significant audit
observations and corrective actions taken by the management are
presented to the audit committee of the board. To maintain its
objectivity and independence, the internal audit function reports to
the chairman of the audit committee.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
In view of losses provisions of section 135 of the Companies Act, 2013
does not apply to the Company, therefore Company has not constituted
Corporate Social responsibility (CSR) committee as required under the
Act.
20. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
In accordance with Section 178 and other applicable provisions if any,
of the Companies Act, 2013 read with the Rules issued there under and
Clause 49 of the Listing Agreement, the Board of Directors formulated
the Nomination and Remuneration Policy of your Company on the
recommendations of the Nomination and Remuneration Committee. Details
of policy covering these requirements has disclosed in corporate
governance report.
Information required under Section 197 of the Companies Act, 2013 read
with Rule 5 (1) Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 attached as " ANNEXURE 2".
During the year none of the employee of the company is drawing
remuneration more than Rs.60,00,000/- per annum or Rs.5,00,000/- per
month for the part of the year, therefore Particulars of the employees
as required under Section 197 of Companies Act, 2013 read with rule 5
(2) & rule 5 (3) of Companies (appointment and remuneration) Rules 2014
are not applicable, during the year under review.
Further Company did not have any holding or subsidiary company
therefore receipt of the commission or remuneration from holding or
subsidiary company of the company as provided under section 197 (14) of
Companies Act, 2013 is not applicable.
21. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE
GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS
Pursuant to clause 49 of the listing agreement with stock exchanges, a
separate section titled Report on Corporate governance and Management
discussion and Analysis forms part of this Annual Report.
Certificate confirming compliance with the conditions of Corporate
Governance as stipulated under clause 49 of the Listing Agreement also
forms parts of this Annual Report.
22. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER
POLICY
The Company has a whistle blower policy to report genuine concerns or
grievances. The details of establishment of the reporting mechanism are
disclosed on the website of the Company (www.indraindustries.in) No
Person has been denied access to the Audit Committee.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.
There are no significant and/or material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status of
the Company.
24. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the company has appointed M/s. L. N. Joshi, Practicing
Company Secretary, to undertake as the Secretarial Audit of the
company. The Secretarial Audit report is included as ANNEXURE-3 and
forms an integral part of this Report.
There was no secretarial audit qualification for the year under review.
25. STATUTORY AUDITORS
M/s. P.K.Shishodiya & Company, Chartered Accountants (Firm Registration
No. 003233C) were appointed as statutory auditors to hold office from
the conclusion of the 30th Annual General Meeting (AGM) till the
conclusion of the three consecutive AGM, (Subject to ratification of
the appointment by the members at every AGM held after the 30th AGM).
The proposal for ratification of the appointment of the statutory
auditor for the financial year 2015-16 is placed before the members at
the ensuing AGM. The Company has received a written consent from M/s.
P.K. Shishodiya & Company, Chartered Accountant, for ratification of
their appointment in terms of Section 139 of the Companies Act, 2013
and a certificate to the effect that their appointment shall be in
accordance with the prescribed conditions and that the firm is not
disqualified under the Companies Act, 2013.
EXPLANATION TO AUDITOR'S REMARKS
The Auditors in their report have referred to the notes farming part of
the Accounts which are self- explanatory and does not contain any
qualification, reservation or adverse remark or disclaimer.
Further there was no fraud in the Company, which was required to report
by statutory auditors of the Company under sub-section (12) of section
143 of Companies Act, 2013.
26. COST AUDIT
Pursuant to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules, 2014, the cost
audit records maintained by the Company in respect of its activity is
required to be audited. The Board of Directors on recommendation of the
Audit Committee and nomination remuneration committee , has appointed
M/s. Sudeep Saxena & Associates (Firm Registration No.100980), Cost
Accountants, Indore as Cost Auditors of the Company, for the Financial
Year 2014-15 and 2015-2016 for conducting the audit of the cost records
maintained by the Company on the remuneration of Rs. 22000/ - (Rupees
Twenty Two Thousand only) per year plus out of pocket expenses incurred
from time to time to be paid to the Cost Auditor.
Cost Auditors have given their eligibility certificate for appointment
as Cost Auditors. The remuneration payable to the said cost auditors
needs to be ratified by the shareholders at the ensuing Annual general
meeting. The Cost Audit report for the financial year 31st March, 2014
has been submitted by the Company.
27. CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and
senior management and independent directors of the Company. All the
Board members including independent directors and senior management
personnel have affirmed compliance with the code of conduct.
Declaration on adherence to the code of conduct is forming part of the
Corporate governance Report.
28. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK
MANAGEMENT POLICY:
The Board of Directors has adopted risk management policy for the
Company which provides for identification, assessment and control of
risks which in the opinion of the Board may threaten the existence of
the Company. The Management identifies and controls risks through a
properly defined framework in terms of the aforesaid policy.
29. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of
the company have occurred between the end of the financial year to
which the financial statements relate and the date of this Board's
report.
30. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy required conduct of operations in
such a manner, so as to ensure safety of all concerned, compliances
environmental regulations and preservation of natural resources.
31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An Internal
Complaints Committee (ICC) has been set up to redress the Complaint
received regarding sexual harassment. There was no case of sexual
harassment reported during the year under review.
32. LISTING OF SHARES
It is matter of pleasure that your company has been listed at
nationwide terminal Bombay Stock Exchange Limited with effect from 05
th June, 2015. The company has paid annual listing fee for financial
year 2015 16. Company was originally listed on M P Stock Exchange but
due to derecognization of M. P. stock exchange, Company has applied for
direct listing at Bombay Stock Exchange.
33. BUSINESS RESPONSIBILITY REPORT:
Business responsibility reporting as required by clause 55 of the
listing agreement with stock exchange is not applicable to your company
for the financial year ending 31st March 2015.
34. DEPOSITORY SYSTEM
Your Company's shares are tradable compulsorily in electronic form and
your Company has connectivity with both the Depositaries i.e. National
Securities Depository Limited (NSDL) and Central Depository Service
(India) Limited (CDSL). In view of the numerous advantage offered by
the Depository System, members are requested to avail of the facility
of Dematerialization of the Company's shares on either of the
Depositories mentioned as aforesaid.
35. PREVENTION OF INSIDER TRADING
In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015
the Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company.
The Code requires Trading Plan, pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares
by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed.
36. MD & CFO CERTIFICATION
Certificate from Managing Director and Chief Financial Officer,
pursuant to provisions of Clause 49(V) of the Listing Agreement, for
the year under review was placed before the Board of Directors of the
Company at its meeting held on 12th August, 2015.A copy of the
certificate on the financial statements for the financial year ended
March, 31,2015 is annexed along with Report Corporate Governance.
37. INDUSTRIAL RELATIONS:
Company's Industrial relations continued to be healthy, cordial and
harmonious during the period under review.
38. ACKNOWLEDGMENT:
The Board of Directors wish to place on record its appreciation for the
extended co-operation and assistance rendered to the Company and
acknowledge with gratitude the continued support and cooperation
extended by the investors, stakeholders, Banks and other regulatory
authorities.
Place Indore For and on behalf of the Board of Directors
Date 12th August, 2015 INDRA INDUSTRIES LIMITED
Virendra Kumar Jain Astha Devi Jain
Managing Director Director
DIN .00326050 DIN.00408555
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 30th Annual Report of
your company together with the Audited statements Accounts for the year
ended on 31st March, 2014. The Financial Results of the company in the
year under review are as under:
Financial Results and Operations:
Rs. In Lacs
Year ended Year ended
31/3/2014 31/3/2013
Total Income 4214.97 4588.08
Total Expenditure 4180.94 4522.95
Profit/Loss before tax 34.03 65.13
Provision for Tax
Current Tax 6.77 13.64
Deferred Tax (8.78) 36.96
Earlier Year Tax 0.00 (1.18)
Profi/Loss after tax 36.04 15.72
No. of Equity Shares 6866070 6866070
Earning per share (Rs.10/- each) Basic & 0.52 0.23
Diluted (in Rs.)
During the year company have total income of Rs.4214.97 lacs in
comparison to previous year company have total income of Rs.4588.08
lacs and earned net profit of Rs. 36.04 lacs in comparison to previous
year earned net profit of Rs.15.72 lacs.
The members are aware that still production of GSSP and Zink project is
pending and it is matter of pleasure that Ministry of Environment has
accepted the application and company is expecting Environment
clearances from Ministry of Environment for such production within
period of one or two months after such approval Company will be able to
start the production of GSSP and Zink Project in full swing.
DIVIDEND
To provide more strength to the company, your Directors have not
recommended any dividend for the year under review
FIXED DEPOSITS
Your company has not accepted or invited any deposits from public
within the meaning of Section 58A and 58AA of the Companies Act, 1956,
during the year under review.
DIRECTORS:
Boards of Directors in their meeting held on 29th May 2014 consider the
resignation of Shri Shashikant Jain from the post of Directorship of
the Company. Further on 05th June 2014 Board of Directors considered
the resignation of Shri Shantilal Gupta from the directorship of the
company Your Board places on record their deep appreciation of the
valuable contribution made by them during their tenure as Directors of
the Company.
Further Shri Tilak Chitta and Smt. Sanjali Shrimati Jain were appointed
as Additional Director as well as independent Directors of the Company,
not liable to retire by rotation to hold office till the forthcoming
annual general meeting.
The Company has received notices in writing from the members as
required under Section 160 of the Companies Act, 2013 for proposal for
appointment of Shri Tilak Chitta and Smt. Sanjali Shrimati Jain as
Directors as well as independent director at the ensuing Annual General
Meeting.
The Independent Directors has submitted a declaration confirming that
they meets the criteria for independence as provided in section 149(6)
of the Act and is eligible for appointment as Independent Directors of
the Company.
In accordance with the provision of the Companies Act, 2013 Smt. Astha
Devi Jain retires from the Board of Directors by rotation and being
eligible offer herself for reappointment in ensuing Annual General
Meeting.
DIRECTOR''S RESPONSIBILITIES STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to the Director s Responsibility Statement,
your directors hereby confirm:
I) That in the preparation of the annual accounts for the financial
year ended 31st March 2014; the applicable accounting standards have
been followed;
II) That they have selected such accounting policies and applied them
consistently and made judgments, and estimate 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 financial year and of the profit of the
Company for the year under review;
III) That they have taken proper and sufficient care for the
maintenance 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 they have prepared the annual accounts on a going concern
basis.
AUDITORS;
M/s. P.K. Shishodiya & Co. Chartered Accountants, who are the statutory
auditors of the Company, hold office till the conclusion of the
forthcoming AGM and are eligible for re-appointment. Pursuant to the
provisions of section 139 of the Companies Act, 2013 and the Rules
framed there under, it is proposed to appoint M/s. P.K. Shishodiya &
Co. as statutory auditors of the Company from the conclusion of the
forthcoming AGM till the conclusion of the thirty three AGM to be held
in the year 2017, subject to ratification of their appointment at every
AGM.
COMMENTS ON AUDITORS REPORT
The Board has duly reviewed the Statutory Auditors'' Report on the
Accounts. The observations and comments, if any, appearing in the
Auditors'' Report are self-explanatory and do not call for any further
explanation / clarification by the Board of Directors.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGOING
A Statement giving details of Conservation of Energy, Technology
Absorption, Export and Foreign Exchange Earning and Outgoing, in
accordance with the Companies Act 1956. The particulars prescribe under
clause (e) of subsection (1) of Sec. 217 of the companies. (Disclosure
of Particulars in Report of Board of Directors) Rules, 1988 are given
in annexure "A" of this report
AUDIT COMMITTEE
Under the provisions of Companies Act, 1956 and Listing Agreement with
the Stock Exchanges an Audit Committee Comprises of Smt. Astha Devi
Jain Non Executive Director, Shri Tilak Chitta and Smt. Sanjali
Shrimati Jain are independent directors of the Company.
COST AUDITORS:
The Cost Audit Report for the year 2013-14 would be filed to the
Central Government within the stipulated time.
CORPORATE GOVERNANCE:
A separate section titled "Corporate Governance" including a
certificate from the Auditors of the Company confirming compliance of
the conditions of the Corporate Governance as stipulated under clause
49 of the Listing Agreement and also the Management Discussion and
Analysis Report and CFO certification are annexed hereto and form part
of the report.
PARTICULARS OF EMPLOYEES
The Company did not have any employee, during the year drawing
remuneration attracting the provision of section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rule 1975. The company continued to have cordial and harmonious
relations with employees. In totality our employees have shown a high
degree of maturity and responsibility in responding to the changing
environment, economic and the market condition.
HUMAN RESOURCES DEVELOPMENT
Your Company believes that nurturing and development of human capital
is of key importance for its operations, The FIR policies and
procedures of your Company are geared up towards this objective. In
totality our employees have shown a high degree of maturity and
responsibility in responding to the changing environment, economic and
the market condition.
CODE OF CONDUCT
The company has laid-down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
The code of conduct has posted on website of the company i.e.
www.indraindustries.in
LISTING OF THE SHARES
Equity shares of the company are listed on Madhya Pradesh Stock
Exchange Limited, Indore and further company is approaching Bombay
stock exchange Limited for listing of its shares through direct listing
scheme.
DEPOSITORY SYSTEM
Your Company''s shares are tradable in electronic form and your Company
has connectivity with both the Depositaries i.e. National Securities
Depository Limited (NSDL) and Central Depository Service (India)
Limited (CDSL). In view of the numerous advantage offered by the
Depository System, members are requested to avail of the facility of
Dematerialization of the Company''s shares on either of the Depositories
mentioned as aforesaid.
INSURANCE
The Company''s assets are adequately insured against the loss of fire
and other risk, as considered necessary by the Management from time to
time .The Company has also taken insurance cover for any claims /
losses arising out of its core business of security broking.
ACKNOWLEDGMENT:
The Board places on record its deep appreciation of the devoted
services of loyal workers, executives and other staff of the Company,
who have contributed to the performance and company''s continue inherent
strength. Your directors also wish to thank the customers, dealers,
agents. Suppliers, partners, investors, banks and other stakeholders
for their continued support and faith respond in the Company. We look
forward to their continued support in the future.
For and behalf of the Board
Date: 14.08.2014
Place: Indore
Sd/- Sd/-
Virendra Kumar Jain Astha Devi Jain
Managing Director Director
DIN No. 00326050 DIN 00408555
Mar 31, 2013
Dear Members,
The Directors hereby present the 29th Annual Report of the Company
together with the Audited Accounts for the year ended 31st March, 2013.
FINANCIAL PERFORMANCE & REVIEW:
In lacs.
Year ended Year Ended
31/3/2013 31/3/2012
Income from Operation 4588.08 4289.87
Total Expenditure 4522.95 4224.00
Profit or loss before exceptional 65.13 65.87
and extraordinary item
Exceptional Items 0.00 1.12
Profit or Loss before extraordinary 65.13 64.75
items and tax
Extraordinary Items - -
Profit or Loss before tax 65.13 64.75
Tax expense
1. current tax 13.64 13.63
2. deferred tax 36.96 28.67
3. Reversak if Excess provision (1.19)
Profit/(Loss) after tax 15.71 22.45
Earning per share
1. Basic 0.23 0.33
2. Diluted 0.23 0.33
During the year under review your Company has achieved total income of
Rs. 45.88 Crores in comparison to previous financial year''s total
income of Rs.42.89 crores which has been increased by 7%. Further
during the year Company has earned net profit of Rs. 15.71 lacs in
comparison to previous year''s net profit of Rs.22.45 Lacs.
Further company is moving towards automation as well capacity
utilization for Dewas unit and for this purpose ten additional looms
and one automatic machine have been purchased to increase full capacity
of the plant as well as turnover and profitability of the company.
Further Badnawar unit is under construction for GSSP plant for which
majors construction work have completed and machines have been
purchased and only approval from pollution control Board is pending.
DIVIDEND
To provide more strength to the Company, Your Directors have not
recommended any dividend for the year under review.
PUBLIC DEPOSIT
During the period the company did not invite public deposits within the
meaning of section 58A of the companies Act, 1956 and rules made there
under.
DIRECTORS
During the year Smt. Astha Jain, retires by rotation at the forthcoming
Annual General Meeting, and being eligible, offer herself for
re-appointment.
DIRECTOR''S RESPONSIBILITIES STATEMENT.
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Director''s Responsibility statement, it is
hereby confirmed:
i) that in the preparation of the annual accounts for financial year
ended 31st March 2013 the applicable accounting standards have been
followed along with proper explanation relating to material departure;
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 financial year and of the
Profit of the Company for the year and review.
iii) that the Directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions 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.
AUDITORS
The Auditors P.K. Shishodiya & Company, Chartered Accountants,
Statutory Auditors of the company, retires and being eligible, offers
themselves for re-appointment.
AUDITOR''S REPORT
The Auditors in their report have referred to the notes forming part of
the Accounts which are self- explanatory and do not require any
explanation.
COST AUDITORS
As per the requirements of the Central Government and pursuant to the
provisions of Section 233B of the Companies Act, 1956 the audit of the
Cost Accounting record maintained by the company for product and
services covered under MCA cost Audit orders. The Company has appointed
M/s. Sudeep Saxena & Associates, Cost Auditor, Indore to audit the
cost accounts for the year 2012-13 commencing from 1st April, 2012 to
31st March, 2013 for which approval from the Central Government is
pending. The Cost Audit Report in respect of financial year 2012-13
will be filled on or before the due date.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGOING
A statement giving details of Conservation of Energy, Technology
Absorption, Export and Foreign Exchange Earning and Outgoing, in
accordance with the Companies Act 1956. The particulars prescribe under
clause (e) of subsection (1) of Sec. 217 of the companies. (Disclosure
of Particulars in Report of Board of Directors) Rules, 1988 are given
in annexure "A" of this report
PARTICULARS OF THE EMPLOYEE
The Company did not have any employee, during the year drawing
remuneration attracting the provision of section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rule 1975.The company continued to have cordial and harmonious
relations with employees. In totality our employees have shown a high
degree of maturity and responsibility in responding to the changing
environment, economic and the market condition.
CORPORATE GOVERNANCE
A separate section titled "Corporate Governance" including a
certificate from the Auditors of the Company confirming compliance of
the conditions of the Corporate Governance as stipulated under clause
49 of the Listing Agreement and also the Management Discussion and
Analysis Report and CEO certification are annexed hereto and form part
of the report.
INSURANCE
The Company''s assets are adequately insured against the loss of fire
and other risk, as considered necessary by the Management from time to
time .The Company has made necessary arrangements for adequately
insuring its insurable interests.
AUDIT COMMITTEE
Under the provisions of Companies Act, 1956 and Listing Agreement with
the Stock Exchanges a Audit Committee Comprises of Shri Shashikant
Jain, Smt. Astha Jain and Shri Shanti Lal Gupta.
CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
LISTING OF THE SHARES
Equity shares of the company are listed on Madhya Pradesh Stock
Exchange Ltd., Indore.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their gratitude to Shareholders
for the confidence reposed by them and thank all the shareholders,
customers, dealers, suppliers, vendors, MPFC, Union Bank of India,
business associates, regulatory and government authorities and other
business associates for their contribution to your Company''s growth.
The Directors also wish to place on record their appreciation of the
valuable services rendered by the executives, staff and workers of the
Company.
Place: Indore By Order of the Board.
Date: 27.05.2013 For Indra Industries Limited
Virendra Jain Astha Jain
Managing Director Director
Mar 31, 2012
Dear Members,
The Directors hereby present the 28th Annual Report of the Company
together with the Audited Accounts for the year ended 31st March, 2012.
FINANCIAL PERFORMANCE & REVIEW:
In lacs.
Year ended Year Ended
31/3/2012 31/3/2011
Income from Operation 4289.87 2902.25
Total Expenditure 4224.00 2864.32
Profit or loss before exceptional 65.87 37.92
and extraordinary item
Exceptional Items 1.12 0.00
Profit or Loss before extraordinary 64.75 37.92
items and tax
Extraordinary Items - -
Profit or Loss before tax 64.75 37.92
Tax expense
1. current tax 13.63 7.04
2. deferred tax 28.67 12.71
Profit/(Loss) after tax 22.45 18.17
Earning per share
1. Basic 0.33 0.32
2. Diluted 0.33 0.32
During the year under review your Company has achieved total income of
Rs. 42.89 Crores in comparison to previous financial year''s Rs 29.02
Crores which has been increased by 47.80%. Further during the year
Company has earned net profit of Rs. 22.44 lacs and in comparison to
previous years net profit of Rs. 18.17 Lacs which has been increased by
23.50%.
DIVIDEND
To provide more strength to the Company, Your Directors have not
recommended any dividend for the year under review.
PUBLIC DEPOSIT
During the period the company did not invite public deposits within the
meaning of section 58A of the companies Act, 1956 and rules made
thereunder.
DIRECTORS
During the year Shri Shanti Lal Gupta, retires by rotation at the
forthcoming Annual General Meeting, and being eligible, offer himself
for re-appointment.
DIRECTOR''S RESPONSIBILITIES STATEMENT.
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Director''s Responsibility statement, it is
hereby confirmed:
i) that in the preparation of the annual accounts for financial year
ended 31st March 2012 the applicable accounting standards have been
followed along with proper explanation relating to material departure;
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 financial year and of the
Profit of the Company for the year and review.
iii) that the Directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions 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
AUDITORS
The Auditors P.K. Shishodiya & Company, Chartered Accountants,
Statutory Auditors of the company, retires and being eligible, offer
themselves for re-appointment.
AUDITOR''S REPORT
The Auditors in their report have referred to the notes forming part of
the Accounts which are self-explanatory and do not require any
explanation.
COST AUDITORS
As per the requirements of the Central Government and pursuant to the
provisions of Section 233B of the Companies Act, 1956 the audit of the
Cost Accounting record maintained by the company for product and
services covered under MCA cost Audit orders for the year 2012. The
Company has appointed Ms. M.P.Turakhia & Associates, Cost Auditor,
Indore to audit the cost accounts for the year 2011-12 commencing from
1st April, 2011 to 31st March, 2012 for which approval from the Central
Government is pending. The Cost Audit Report in respect of financial
year 2011-12 will be filled on or before the due date .
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGOING
A statement giving details of Conservation of Energy, Technology
Absorption, Export and Foreign Exchange Earning and Outgoing, in
accordance with the Companies Act 1956. The particulars prescribe under
clause (e) of subsection (1) of Sec. 217 of the companies. (Disclosure
of Particulars in Report of Board of Directors) Rules, 1988 are given
in annexure "A" of this report
PARTICULARS OF THE EMPLOYEE
The Company did not have any employee, during the year drawing
remuneration attracting the provision of section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rule 1975.The company continued to have cordial and harmonious
relations with employees. In totality our employees have shown a high
degree of maturity and responsibility in responding to the changing
environment, economic and the market condition.
CORPORATE GOVERNANCE
A separate section titled "Corporate Governance" including a
certificate from the Auditors of the Company confirming compliance of
the conditions of the Corporate Governance as stipulated under clause
49 of the Listing Agreement and also the Management Discussion and
Analysis Report and CEO certification are annexed hereto and form part
of the report.
INSURANCE
The Company''s assets are adequately insured against the loss of fire
and other risk, as considered necessary by the Management from time to
time .The Company has made necessary arrangements for adequately
insuring its insurable interests.
AUDIT COMMITTEE
Under the provisions of Companies Act, 1956 and Listing Agreement with
the Stock Exchanges a Audit Committee Comprises of Shri Shashikant
Jain, Smt. Astha Jain and Shri Shanti Lal Gupta.
CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and
senior management of the Company. All the Board members and senior
management personnel have affirmed compliance with the code of conduct.
LISTING OF THE SHARES
Equity shares of the company are listed on Madhya Pradesh Stock
Exchange Ltd., Indore.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank and place on record their
appreciation for all the employees at all levels for their hard work
and dedication during the year. Your Directors sincerely convey their
appreciation to customers, shareholders, vendors, bankers, business
associates, regulatory and government authorities for their consistent
support.
Place: Indore By Order of the Board.
Date: 15/06/2012 For Indra Industries Limited
Virendra Jain Astha Jain
Managing Director Director