Disclosure in board of directors report explanatory S H O R T E R N O T I C E (By Hand/Post/Courier/Fax/E-Mail)
NOTICE IS HEREBY GIVEN THAT the 19th Annual General Meeting of Indigo Paints Private Limited will be held on, Monday, the 30th September 2019 at the registered office of the Company at 103, Montreal, Behind Mauli Petrol Pump, Baner Road, Pune- 411045, Maharashtra at 11.00 a.m. to transact the following business:
Ordinary Business:
1. To consider and adopt Financial Statements and the reports of the Board of Directors and Auditors, and if thought fit, to pass with or without modification (s), the following Resolution as an Ordinary Resolution.
"RESOLVED THAT Financial Statements and the reports of the Board of Directors and Auditors for the year ended 31st March 2019 along with their schedules and notes duly initialed by the Statutory Auditors be and is hereby considered and adopted. "
2. To reappoint and fix the remuneration of the auditors, and if thought fit, to pass with or without modification (s), the following Resolution as an Ordinary Resolution:
"RESOLVED THAT, pursuant to the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 read with Rule of the Companies (Audit and Auditors) Rules, 2014, the members hereby reappoint the appointment M/s SRBC & CO LLP, Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the Annual General Meeting to be held for the financial year 2023-24.
FURTHER RESOLVED THAT, any one of the directors of the Company be and is hereby authorised to do all such acts, things, deeds, which may be necessary for giving the effect to the above resolution." 3. To propose dividend for the year ended 31st March 2019, and if thought fit, to pass with or without modification (s), the following Resolution as an Ordinary Resolution:
"RESOLVED THAT subject to Section 123 of the Companies Act, 2013 and Companies (Declaration and Payment of Dividend) Rules, 2014, the Board of the company hereby recommends dividend as per the below mentioned table out of reserve of the company be paid for the financial year ended 31st March 2019.":
Type of Shares | No. of Shares | Face Value | Total Dividend | Compulsorily Convertible Preference Shares | 2,47,355 | Rs. 100 | Rs. 1059.32 | Compulsorily Convertible Preference Shares | 1,58,30,720 | Rs. 10 | Rs. 4749.22 |
"RESOLVED FURTHER THAT the consent of the shareholders of the company be obtained at the ensuing Annual General Meeting for the payment of the aforesaid dividend."
"RESOLVED FURTHER THAT any one of the Director be and is hereby severally / jointly authorized to take necessary steps and action as they may think expedient."
NOTES: 1. A Member entitled to attend and vote is also entitled to appoint a Proxy to attend and vote instead of himself / herself and the proxy need not be a Member. 2. Proxies, in order to be effective, must be received at the Registered Office of the Company not less than forty-eight hours before the time fixed for the meeting. 3. Members are requested to: (a) Notify immediately any change in their address to the Company.(b) Quote their folio number in all correspondence with the Company 4. Statutory Auditors are exempted from attending the meeting. 5. Route Map is annexed herewith
By Order of the Board of Directors For Indigo Paints Private Limited
_____________ Hemant Jalan Managing Director (DIN: 00080942)
Date : 20th September 2019
BOARD REPORT To, The Members, INDIGO PAINTS PRIVATE LIMITED 103, Montreal, Behind Mauli Petrol Pump, Baner Road, Pune- 411045 Your Directors have pleasure in submitting their Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2019. 1. EXTRACT OF ANNUAL RETURN
The extract of Annual return in Form No. MGT 9 is annexed to this report as Annexure 1.
2. FINANCIAL RESULTS:
The highlights of the Company's financial performance for the Year ended March 31, 2019, are as under:
Particulars | Amount (Rs.) FY 2018-19 | Amount (Rs.) FY 2017-18 | Total Income | 561,33,36,497 | 411,57,76,322 | Operating Expenses | 298,30,14,914 | 230,10,27,217 | Payments to Employees | 35,15,96,896 | 29,29,32,488 | Administration and Other Expenses | 174,58,02,937 | 127,78,96,282 | Finance Costs | 3,89,67,259 | 3,80,73,960 | Depreciation | 24,12,71,479 | 17,00,70,475 | Provision for Taxation |
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| Income Tax | 4,82,45,346 | - | Deferred Tax | 3,61,60,644 | - | Previous year adjustment of Income Tax | - | (30,83,022) | MAT credit entitlement | (4,82,45,346) | - | Profit After Taxation | 21,34,74,798 | 2,57,02,163 | Total profit Carried to Balance Sheet | 21,34,74,798 | 2,57,02,163 |
3. REVIEW OF OPERATIONS: During the year under report, the Company earned a total income of Rs. 561,33,36,497/- as compared to the total income of Rs. 411,57,76,322/- earned during the previous year. After charging all expenses and taxes, the Company earned a profit of Rs. 21,34,74,798/- during the year under report as against the profit of Rs. 2,57,02,163/- earned during the previous year. Your directors are making all efforts to improve the performance of the Company and are hopeful of better results in the current year. 4. CHANGE IN NATURE OF BUSINESS:
There were no changes in the business of the Company during the year.
5. PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
There are no Subsidiaries, Associates & Joint Ventures of the Company and hence this disclosure is not applicable.
6. DIVIDEND:
The Directors are pleased to recommend total dividend of Rs.4604.54/- on the Compulsorily Convertible Preference Shares with respect to the financial year 2018-2019 subject to the approval of the shareholders at the ensuing Annual General Meeting.
The outgo on account of dividend, inclusive of taxes, for financial year 2018-2019 is Rs.5808.54/-.
7. RESERVES:
The Company proposes to carry Rs. 21,34,74,798/- to the Reserves
8. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:� a) In the preparation of the annual accounts, for the year ended March 31, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures; b) The Directors had 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, 2019 and of the profit of the Company for the year ended on that date; c) The Directors had 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; d) The Directors had prepared the annual accounts on a 'going concern' basis; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 9. BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the year under report, 7 Board Meetings were convened and held at which proper quorum was present:
Sr. No. | Date of Board Meeting | 1. | 14/05/2018 | 2. | 05/06/2018 | 3. | 05/09/2018 | 4. | 12/09/2018 | 5. | 10/10/2018 | 6. | 08/12/2018 | 7. | 05/03/2019 |
10. DIRECTORS:
Sr. No. | Name of the Director | DIN | Designation | Date of Appointment | Date of Cessation | 1. | HEMANT KAMALA JALAN | 00080942 | Managing Director | 28/03/2000 |
| 2. | ANITA HEMANT JALAN | 00085411 | Director | 28/03/2000 |
| 3. | KAMALAPRASAD TEJPAL JALAN | 00085453 | Director | 28/03/2000 |
| 4. | NARAYANANKUTTY KOTTIEDATH VENUGOPAL | 00296465 | Director | 24/02/2016 |
| 5. | SUNIL BADRIPRASAD GOYAL | 00503570 | Director | 13/11/2014 |
| 6. | RAVI SHANKAR VENKATARAMAN GANAPATHY AGRAHARAM | 02604007 | Nominee Director | 10/10/2018 |
| 7. | PRAVEEN KUMAR RAMNIRANJAN TRIPATHI | 03154381 | Director | 13/11/2014 |
| 8. | SAKSHI VIJAY CHOPRA | 07129633 | Nominee Director | 10/10/2018 |
| 9. | RAVI NIGAM | 00024577 | Independent Director | 28/03/2019 |
| 10. | ABHAY KUMAR PANDEY | 01650845 | Nominee Director |
| 12/09/2018 | 11. | BHARADWAJ THIRUVENKATA VENKATAVARAGHAVAN | 02918495 | Nominee Director |
| 12/09/2018 |
11. AUDITORS:
In accordance with the provisions of section 139 of the Companies Act 2013 and the rules made thereunder M/s. SRBC & Co LLP Chartered Accountants, bearing FRN 324982E/E300003 has been re-appointed as the Statutory Auditor of the Company to examine and audit the accounts of the Company from the FY 2019-20 to FY 2023-24, subject to the approval of shareholders, on such remuneration as may be determined by the Board of Directors of the Company and the Auditor. 12. AUDITORS AND REPLY BY THE BOARD TO THEIR RESPECTIVE QUALIFICATIONS, IF ANY:
There are no qualifications or reservations or adverse remarks by the Auditors in their report.
13. RISK MANAGEMENT POLICY:
The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, there are no such risks which would threaten the existence of the Company. 14. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
(A) Conservation of energy and Technology absorption: The Company is taking adequate steps to conserve the Energy at all the levels and the Company is also implementing various measures for reduction of consumption of Energy. There is no Technology Absorption during the period under review.
(B) Foreign exchange earnings and Outgo: Foreign Exchange earned in terms of actual inflows during the year: Rs.36,840,776/- Foreign Exchange outgo during the year in terms of actual outflows:
Particulars |
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| Rs. | Business promotion expenses |
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| 5,185,207 | Repairs and maintenance |
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| 2,433,042 | Travelling and conveyance |
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| 232,172 | Advertisement expenses |
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79,221 | Total |
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79,29,642 |
15. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
As the Company does not belong to the class or classes of Companies as prescribed under the provisions of the Companies Act, 2013 and the rules made there under, the Company is not required to constitute nomination and remuneration committee. Hence not applicable.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company does not belong to the class or classes of Companies as prescribed under the provisions of section 135 of the Companies Act, 2013 and the rules made there under are not applicable, hence the company has not constituted any CSR committee and has not undertaken CSR activities during the year under report.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The Company has not given any loans to person or body corporate, provided guarantees or has made any investments during the year under report.
18. RELATED PARTIES TRANSACTIONS:
The details of the related party transactions are given in Form AOC-2 annexed hereto as Annexure- II.
19. DEPOSITS:
Your Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013.
20. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:
There were following material changes or commitments during the year;
21. FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Company being a private company this disclosure is not applicable.
22. LIST OF REGULATORY ORDERS, IF ANY:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
23. STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the aforesaid Act and the Rules there under. During the year under review, the Company has not received any complaints on sexual harassment.
24. ADEQUACY OF FINANCIAL CONTROLS:
Commensurate with volume of financial transactions, the Company has employed suitable monitoring policy. All the transactions are checked, passed and processed with proper authorizations. 25. EMPLOYEES STOCK OPTION SCHEME:
The company has Employee Stock Option Scheme in force for the benefit of its employees. As per Rule 12 of the "Companies (Share Capital and Debenture) Rules, 2014 the declaration is as follows :
Sr No. | Particulars | ESOS 2014 | ESOS 2019 | 1 | Number of Options granted | 0 | 0 | 2 | Exercise price or Pricing formula | The options were granted at Fair Market Value | Rs. 10/- | 3 | Number of Options vested and exercisable | 455,325 | 0 | 4 | Number of Options exercised | 170,300 | 0 | 5 | Total number of shares arising out of exercise of Options | 170,300 | 0 | 6 | Number of Options lapsed (includes forfeited and lapsed options) | 0 | 0 | 7 | Variation in the terms of the Options | No variation | No variation | 8 | Money realized by exercise of Options (Rs.) | 1,72,22,490 | 0 | 9 | Total number of Options in force | 455,455 | 250,000 |
10 | Employee wise details of options granted to - | a | Senior Management Personnel | Name | Options granted | K V N Kutty | 195000 |
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| b | Any other employee who receives a grant in any one year of option amounting to 5% or more of options granted during the year | Name | Options granted | Manoj Ramakrishnan | 39000 | Mahesh Jha | 26000 | Kanchan Das | 26000 | S N Shukla | 32500 | Pavan Sharma | 32500 | C M Rai | 32500 | Chetan Humane | 32500 | T S Suresh Babu | 26000 | Varghese Idicula | 32500 | Vinay Menon | 13000 | K V N Kutty | 195000 | Satish Paul | 9750 | V K Sreenath | 9750 | H Sridhar | 9750 | Shinu Varghese | 9750 | K Honeybabu | 6500 | P B Surendranadh | 6500 | B Raja | 8125 | Subhashish Dutta | 8125 | T Vinod Kumar | 8125 | Sajoy Bose | 4875 | Vinu Thomas | 4875 | Sajiv Nair | 4875 | B Mallikarjuna Rao | 4875 | Shital Arora | 4875 | Sushil Yadav | 4875 | Sujeet Kumar | 3900 | c | Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant | Name | Options granted | NA |
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For and on behalf of the Board of Directors Of INDIGO PAINTS PRIVATE LIMITED,
HEMANT JALAN | ANITA JALAN | DIRECTOR | DIRECTOR | DIN:00080942 | DIN:00085411
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PLACE: PUNE |
| DATE: SEPTEMBER 20, 2019 |
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ANNEXURE- I -FORM MGT- 9 (Extract of annual return) ANNEXURE -II -FORM AOC-2 (Disclosure regarding RPT) Extract of Annual Returnas on the Financial Year Ended OnMarch 31, 2019 [Pursuanttosection92(3)oftheCompaniesAct,2013 andrule12(1)ofthe Companies(ManagementandAdministration)Rules, 2014] REGISTRATIONANDOTHERDETAILS:
i. CIN U24114PN2000PTC014669 ii. Registration Date 28/03/2000
iii. Name of the Company INDIGO PAINTS PRIVATE LIMITED iv. Category/Sub-Category of the Company
Company limited by Shares- Non Government Company, Company Having Share Capital
v. Address of the Registered office and contact details 103, Montreal, Behind Mauli Petrol Pump, Baner Road, Pune- 411045 vi. Whether listed Company No vii. Name, Address and Contact details of Registrar and Transfer Agent, if any NA
II.PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
Allthebusinessactivitiescontributing10%ormoreofthetotalturnoveroftheCompanyshallbestated:-
Sr. No. Nameand Description of mainproducts / services NIC Code of the Product/ service % to total turnover of the company 1 Manufacture of paints, varnishes and similar coatings, printing ink and mastics 2022 100 %
III.PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - NA
Sr. No. Name And Address Of The Company CIN/GLN Holding/ Subsidiary /Associate %of shares held Applicable Section 1. N/A N/A N/A N/A N/A
IV.SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):-i.Category-wise Shareholding
Categoryof Shareholders No. of Sharesheldarthe beginning of the year No.ofSharesheldatthe endoftheyear % Change during Theyear Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoter
1) Indiana) Individual/ HUF - 22,398,545 22,398,545 78.33 - 22,398,545 22,398,545 77.63 -0.7 % b) Central Govt. - - - - - - - - - c) State Govt.(s) - - - - - - - - - d) Bodies Corp. - 49,58,070 49,58,070 17.34
49,58,070 49,58,070 17.18 -0.16 % e) Banks / FI - - - - - - - - - f) Any Other - - - - - - - - - Sub total(A)(1):- - 27,356,615 27,356,615 95.67 27,356,615 27,356,615 94.81 -0.86 % 2) Foreigna) NRIs-Individuals - - - - - - - - - b) Other-Individuals - - - - - - - - - c) Bodies Corp. - - - - - - - - - d) Banks / FI - - - - - - - - - e) Any Other�. - - - - - - - - - Sub-total(A)(2):- - - B. Public Shareholding- - - - - - - - - 1. Institutions- - - - - - - - - a) Mutual Funds - - - - - - - - - b) Banks / FI - - - - - - - - - c) Central Govt - - - - - - - - - d) State Govt(s) - - - - - - - - - e) Venture Capital Funds - - - - - - - - - f) Insurance Companies - - - - - - - - - g) FIIs - - - - - - - - - h) Foreign Venture Capital Funds - - - - - - - - - i) Others (specify) - - - - - - - - - Sub-total(B)(1) - - - - - - - - - 2. Non Institutionsa) Bodies Corp. (i) Indian(ii) Overseas -
1,236,885
1,236,885
4.33 -
1,495,260
1,495,260
5.18 5.18% b) Individuals
(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh - -
- - - - - - - - c) Others(Specify) - - - - - - - - - Sub-total(B)(2) - 1,236,885 1,236,885 4.33 - 1,495,260 1,495,260 5.18% 0.85% Total Public Shareholding (B)=(B)(1)+ (B)(2) - - - - - - - - - C. Shares held by Custodian for GDRs &ADRs - - - - - - - - - Grand Total (A+B+C) - 28,593,500 28,593,500 100 - 28,851,875 28,851,875 100 0.01%
ii.Shareholding of Promoters:
Sr. No. Shareholder's Name Shareholding at the beginning of the year Shareholding at the end of the year % Change during Year ye The year
No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in share holding during the year 1. Mr.Hemant Jalan 10,237,500 35.80% - 10,237,500 35.48% - -0.32% 2. Mrs.Anita Jalan
6,987,500 24.44% - 6,987,500 24.21% - -0.23% 3. Mr. Kamala Prasad Jalan 1,657,500 5.80% - 1,657,500 5.74% - -0.06% 4. Ms. Tara Devi Jalan 18,91,045 6.61% - 18,91,045 6.55% - -0.06% 5. Mr. Parag Jalan 16,25,000 5.68% - 16,25,000 5.63% - -0.05% 6. Halogen Chemicals Private Limited 49,58,070
17.34% - 49,58,070
17.18% - -0.16%
Total 27,356,615 95.67% - 27,356,615 94.79% - -0.88%
iii.ChangeinPromoters'Shareholding(pleasespecify,ifthere is no change):No Change
Sr. No. Shareholding at the beginning of the year Cumulative Shareholding during the year Mr.Hemant Jalan
No. of shares % of total shares of the company No. of shares % of total shares of the company 1. At the beginning of the year
- - - - 2. Increase in the shareholding due to allotment of Shares as on 23rd March 2017- - No Change
3. At the End of the year
- - - - Ms.Anita Jalan
No. of shares % of total shares of the company No. of shares % of total shares of the company 1. At the beginning of the year
- - - - 2. Increase in the shareholding due to allotment of Shares as on 23rd March 2017- - No Change - 3. At the End of the year
- - - - Mr. Kamala Prasad Jalan
No. of shares % of total shares of the company No. of shares % of total shares of the company 1. At the beginning of the year
- - - - 2. Increase in the shareholding due to allotment of Shares as on 23rd March 2017- - NO CHANGE - 3. At the End of the year
- - -
Ms. Tara Devi Jalan
No. of shares % of total shares of the company No. of shares % of total shares of the company 1. At the beginning of the year
- - - - 2. Increase in the shareholding due to allotment of Shares as on 23rd March 2017- - NO CHANGE - 3. At the End of the year
- - -
Mr. Parag Jalan
No. of shares % of total shares of the company No. of shares % of total shares of the company 1. At the beginning of the year
- - - - 2. Increase in the shareholding due to allotment of Shares as on 23rd March 2017- - NO CHANGE - 3. At the End of the year
- - -
Halogen Chemicals Private Limited
No. of shares % of total shares of the company No. of shares % of total shares of the company 1. At the beginning of the year
- - - - 2. Increase in the shareholding due to allotment of Shares as on 23rd March 2017- - NO CHANGE - 3. At the End of the year
- - -
iv.Share holding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sr. No. Shareholding at the beginning of the year Cumulative Shareholding during the year SCI Investments V
No. of shares % of total shares of the company No. of shares % of total shares of the company 1. At the beginning of the year
4,72,550 1.65%
2. Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
1,41,500 -
3. At the End of the year
6,14,050 2.12%
M/s Sequoia Capital India Investments IV
No. of shares % of total shares of the company No. of shares % of total shares of the company 1. At the beginning of the year
7,64,335 2.79%
2. Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
1,16,875 -
3. At the End of the year
8,81,510 0.06%
.Shareholding of Directors & Key Managerial Personnel:
Sr. No. Shareholding at the beginning of the year Cumulative Shareholding during the year Mr.Hemant Jalan
No. of shares % of total shares of the company No. of shares % of total shares of the company 1. At the beginning of the year
10,237,500 35.80% - - 2. Increase in the shareholding - - - - 3. At the End of the year
10,237,500 35.48% - -
Ms.Anita Jalan
No. of shares % of total shares of the company No. of shares % of total shares of the company 1. At the beginning of the year
6,987,500 24.44% - - 2. Increase in the shareholding - - - - 3. At the End of the year
6,987,500 24.21% - - Mr. Kamalaprasad Tejpal Jalan
No. of shares % of total shares of the company No. of shares % of total shares of the company 1. At the beginning of the year
1,657,500 5.80% - - 2. Increase in the shareholding - - - - 3. At the End of the year
1,657,500 5.74% - -
vi.INDEBTEDNESS:
Indebtedness oftheCompany including interestoutstanding/accruedbutnotdueforpayment: (Rs.)
SecuredLoans excluding deposits Unsecured Loans Deposits Total Indebtedness
- - -
Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due butnot paidiii) Interest accrued but not due-35,82,83,085/- - - 35,82,83,085/- - - - - - Total (i + ii + iii)
35,82,83,085/- - -
35,82,83,085/- Change in Indebtedness during the financial year - Addition - Reduction
24,29,71,057/-
- -
24,29,71,057/-
Net Change
24,29,71,057/-
- -
24,29,71,057/-
Indebtedness at theend of the financial year i) Principal Amount ii) Interest due butnot paidiii) Interest accrued but not due60,12,54,142/- - - 60,12,54,142/- Total (i+ii+iii) 60,12,54,142/- - - 60,12,54,142/-
vii.REMUNERATIONOFDIRECTORSANDKEYMANAGERIAL PERSONNEL:RemunerationtoManagingDirector,Whole-timeDirectorsand/orManager:
Sr. No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount 1.
Gross salary
(a)Salary as per provisions contained in section 17(1) of theIncome-Tax Act, 1961
(b)Value of perquisites u/s 17(2) Income-Tax Act, 1961
(c)Profits in lieu of salary under section17(3)Income- taxAct,1961
Hemant Jalan
Anita Jalan
Kottiedath Venugopal Narayanankutty
7,200,000/-
600,000/-
7,890,000/-
15,690,000/- 2. Stock Option
- - - - 3. Sweat Equity
- - - - 4. Commission - as% of profit - Others, specify�
- - - - 5. Others, please specify
- - - - 6. Total (A)
7,200,000/- 600,000/- 7,890,000/- 15,690,000/-
Ceiling as per the Act
NA NA NA NA
Remunerationtootherdirectors:
Sr. No. ParticularsofRemuneration NameofMD/WTD/ Manager Total Amount 1. IndependentDirectors �Feeforattendingboard committeemeetings �Commission �Others,pleasespecify NA NA NA NA NIL 2. Total(1) NIL NIL NIL NIL NIL 3. OtherNon-ExecutiveDirectors �FeeforattendingBoard Committeemeetings �Commission �Others,pleasespecify
4. Total(2) 5. Total(B)=(1+2) 6. Total Managerial Remuneration 7. Overall Ceiling as per the Act NA NA NA NA NA
REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:
Sr. No. Particulars of Remuneration Sujoy Sudipta Bose (Company Secretary) Total Amount 1. Gross salary
(a)Salary as per provisions contained in section 17(1) of theIncome-Tax Act, 1961
(b)Value of perquisites u/s 17(2) Income-Tax Act, 1961
(c)Profits in lieu of salary under section17(3)Income- taxAct,1961
4,81,000/-
4,81,000/- 2. Stock Option
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- 3. Sweat Equity
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-
4. Commission - as% of profit - Others, specify�
-
- 5. Others, please specify
-
- 6. Total (A)
4,81,000/- 4,81,000/-
viii.PENALTIES/PUNISHMENT/COMPOUNDINGOFOFFENCES:
Type | Section of the Companies Act | Brief description | Details of Penalty/ Punishment/Compounding fees imposed | Authority[RD/NCLT/Court] | Appeal made. If any(give details) | Company | Penalty | No | No | No | No | No | Punishment | No | No | No | No | No | Compounding | No | No | No | No | No | Directors | Penalty | No | No | No | No | No | Punishment | No | No | No | No | No | Compounding | No | No | No | No | No | OtherOfficersInDefault | Penalty | No | No | No | No | No | Punishment | No | No | No | No | No | Compounding | No | No | No | No | No |
For and on behalf of the Board of Directors OfINDIGO PAINTS PRIVATE LIMITED,
HEMANT JALAN | ANITA JALAN | DIRECTOR | DIRECTOR | DIN:00080942 | DIN:00085411
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PLACE: PUNE |
| DATE: SEPTEMBER 20, 2019 |
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FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis: NA
Sr. No. | Particulars | Details | | Name (s) of the related party and nature of relationship | - | 2.b | Nature of contracts/arrangements/transaction | - | 3.c | Duration of the contracts/arrangements/transaction | - | | Salient terms of the contracts or arrangements or transaction including the value, if any | - | | Justification for entering into such contracts or arrangements or transactions' | - | 6. | Date of approval by the Board | - | 7.g | Amount paid as advances, if any | - | 8.h | Date on which the special resolution was passed in General meeting as required under first proviso to section 188 | - |
2. Details of contracts or arrangements or transactions at Arm's length basis:
Sr. No. | Particulars | Details | 1. | Name (s) of the related party and nature of relationship | Halogen Chemicals Private Limited (Group Company) | 2. | Nature of contracts/arrangements/transaction | Purchase of goods | 3. | Duration of the contracts/arrangements/transaction | - | | Salient terms of the contracts or arrangements or transaction including the value, if any | - | 5. | Date of approval by the Board | 14/05/2018 | 6. | Amount paid as advances, if any | 3,62,496/- |
Sr. No. | Particulars | Details | 1. | Name (s) of the related party and nature of relationship | Halogen Chemicals Private Limited (Group Company) | 2. | Nature of contracts/arrangements/transaction | Lease rentals | 3. | Duration of the contracts/arrangements/transaction | - | | Salient terms of the contracts or arrangements or transaction including the value, if any | - | 5. | Date of approval by the Board | 14/05/2018 | 6. | Amount paid as advances, if any | 75,000/- |
For and on behalf of the Board of Directors Of INDIGO PAINTS PRIVATE LIMITED,
HEMANT JALAN | ANITA JALAN | DIRECTOR | DIRECTOR | DIN:00080942 | DIN:00085411
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PLACE: PUNE |
| DATE: SEPTEMBER 20, 2019 |
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Description of state of companies affairDuring the year under report, the Company earned total income of Rs.561,33,36,497/- as compared to the total income of Rs. 411,57,76,322/- earned/incurred during the previous year. After charging all expenses and taxes, the Company earned a profit/loss of Rs. 21,34,74,798/- during the year under report as against the profit/loss of Rs. 2,57,02,163/- earned during the previous year. Your directors are making all efforts to improve the performance of the Company and are hopeful of better results in the current year. Details regarding energy conservation(A) Conservation of energy and Technology absorption: The Company is taking adequate steps to conserve the Energy at all the levels and the Company is also implementing various measures for reduction of consumption of Energy. There is no Technology Absorption during the period under review. Details regarding technology absorption(A) Conservation of energy and Technology absorption: The Company is taking adequate steps to conserve the Energy at all the levels and the Company is also implementing various measures for reduction of consumption of Energy. There is no Technology Absorption during the period under review. Details regarding foreign exchange earnings and outgo(B) Foreign exchange earnings and Outgo: Foreign Exchange earned in terms of actual inflows during the year Rs. 3,68,40,776/-. Foreign Exchange outgo during the year in terms of actual outflows: Sr.No Particulars Amount (in Rs.) 1 Expenditure in Foreign Currency 79,29,642/- 2 Value of Imports on CIF Basis 3,93,51,729/- 3 Imported and indigenous Raw material, Components and Spare Parts Consumed 297,67,13,717/- Total 302,39,95,088/- Disclosures in director’s responsibility statementIn accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:- a) In the preparation of the annual accounts,for the year ended March 31, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures; b) The Directors had 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, 2019 and of the profit of the Company for the year ended on that date; c) The Directors had 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; d) The Directors had prepared the annual accounts on a 'going concern' basis; e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. |