BOARD'S REPORT To, Members of Indra Industries Limited Indore (M.P.) Your 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: During the financial year company has achieved total income of Rs. 3397.57 Lacs in comparison to previous year7s total income of Rs. 4214.97 Lacs and incurred net loss of Rs. 229.24 lacs in comparison to previous year7s net profitof 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 Shanulal 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, if 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. 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 forming 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 05th 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. For and on behalf of the Board of Directors INDRA INDUSTRIES LIMITED Virendra Kumar Jain Managing Director DIN.00408555 Astha Devi Jain Director DIN .00326050 Place Indore Date 12th August, 2015 |