DIRECTORS' REPORT TO, THE MEMBERS, INDO AMINES LIMITED. Your 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. 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 V 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 Rs. 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 organisation 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: 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 uploadedon 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 V 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/- Dr. Deepak Kanekar (Chairman) Place: Dombivli Date: 08th June, 2016. |