<dhhead>BOARDS
REPORT</dhhead>
To,
The
Members,
INDRA
INDUSTRIES LIMITED
Your
Directors are pleased to present the 39th Annual Report on the business and
operations of Indra Industries Limited together with the Audited Financial Statements of
your Company for the year ended March 31, 2023.
1. STATE
OF AFFAIRS AND FINANCIAL PERFORMANCE:
1.1
FINANCIAL
HIGHLIGHTS AND SUMMARY OF FINANCIAL STATEMENTS:
The
financial statements of the Company for the financial year ended March 31, 2023, have been
prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the
Ministry of Corporate Affairs and as amended from time to time. The Companys
performance during the financial year ended March 31, 2023 as compared to the previous
financial year is summarized below:
Particulars |
Year
ended 31st March 2023 |
Year
ended 31st March 2022 |
Total
Income |
331.58 |
499.15 |
Total
Expenditure |
369.89 |
541.65 |
Profit/(Loss)
before Exceptional & Extraordinary |
(38.31) |
(42.50) |
Items
& Tax |
|
|
Exceptional
Items |
0.00 |
0.00 |
Extraordinary
Items |
0.00 |
0.00 |
Profit/(Loss)
before Tax |
(38.31) |
(42.50) |
Less:
Provision for Tax |
|
|
Current
Tax |
0.00 |
0.00 |
Deferred
Tax |
59.97 |
(15.63) |
Earlier
year Tax |
0.00 |
0.00 |
Profit/Loss
after Tax |
(98.28) |
(26.87) |
Paid
up Equity Share Capital |
647.71 |
647.71 |
Earnings
per share (Rs. 10/- each) |
|
|
Basic
& Diluted (in Rs.) |
(1.52) |
(0.41) |
1.2
OPERATIONAL
AND STATE OF COMPANYS
AFFAIRS:
During
the financial year 2022-23, Company has total income of Rs. 331.58 Lacs in comparison to
previous years
total income of Rs. 499.15 Lacs and incurred net loss (after tax) of Rs. 98.28 Lakhs in
comparison to previous years
incurred net loss of Rs. 26.87 Lacs.
The
revenue and profitability of the Company was impacted to large extend and due to sever
financial crunch the Company is unable to maintain even its minimum bearing commitments.Approx Rs. 5 crores has been infused by the promoter director to pay of its liabilities
and expenses in time to time Management of the Company putting efforts to pay the debts
timely and also searching new financier to come out from such critical situation.
2. ANNUAL
RETURN:
Pursuant
to Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return as on 31st
March, 2023 prepared in accordance with Section 92(3) of the Companies Act, 2013 is made
available on the website of your Company and can be assessed using the web link
http://indraindustries.in/wp-ontent/uploads/2023/07/Form_MGT_7_Website_Indra.pdf
3. COMPOSITION
OF BOARD OF DIRECTORS, COMMITTEES AND NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEES:
I.
BOARD OF DIRECTORS:
The
Composition of the Board is in conformity with Section 149 of the Companies Act, 2013 (the
Act)
with an appropriate combination of Executive, Non-Executive and Independent Directors.
The
Board of your Company comprises of four Directors as on 31st March, 2023.
Independent Directors are Non-Executive Directors as defined under Regulation 16(1)(b) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulation, 2015 (SEBI
Listing Regulations)
read with Section 149(6) of the Companies Act, 2013. The maximum tenure of Independent
Directors is in compliance with the Act and all the Independent Directors have confirmed
that they meet the criteria as mentioned under Regulation 16(1)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the
Companies Act, 2013.
Further,
during the financial year 2022-23, Five
(5)
Board Meetings were held i.e. on 30th May, 2022, 09th August, 2022,
11th November, 2022, 20th December, 2022 and 09th February,
2023 respectively. The Board met at least once in every calendar quarter and gap between
two meetings did not exceed 120 days. Proper notices for meeting were given and the
proceedings were properly recorded and draft Minutes of Board Meeting were circulated to
members of the Board for their comments. Composition and Attendance of Directors at the
meetings held during the year 2022-23 are mentioned in the table below:
|
|
Number
of Board Meetings held during their tenure |
|
|
Sr.
No Name
of Directors |
Category |
Held |
Attended |
Attendance
at the previous AGM held on 26th September,
2022 |
1.
Mr. Virendraa K Jain (DIN: 00326050) |
Managing
Director |
5 |
5 |
Yes |
2.
Mrs. Astha Jain (DIN: 00408555) |
Non
Executive Non Independent Director |
5 |
5 |
Yes |
3.
Mr. Suresh Joshi (DIN: 08279609) |
Non
Executive Independent Director |
5 |
5 |
No |
4.
Mr. Deepak Kothari (DIN: 08522003) |
Non
Executive Independent Director |
5 |
5 |
Yes |
II.
AUDIT COMMITTEE:
The
Company has constituted Audit Committee as per requirement of Section 177 of the Companies
Act, 2013. The terms of reference of Audit Committee are broadly in accordance with the
provisions of Companies Act, 2013. The recommendations of the Audit Committee were duly
approved and accepted by the Board during the year under review. During the year, the
Committee met on four occasions on following dates viz., 30th May, 2022, 09th
August, 2022, 11th November, 2022 and 09th February, 2023. The
composition of the Audit Committee and attendance of its members at its meetings held
during the year 2022-23 is as follows:
|
|
|
Number
of meetings during the year |
|
Sr.
No Name of Directors |
Category |
Designation |
Held |
Attended |
1. Mr.
Deepak Kothari (DIN: 08522003) |
Non
Executive Independent Director |
Chairperson |
4 |
4 |
2. Mr.
Suresh Joshi (DIN: 08279609) |
Non
Executive Independent Director |
Member |
4 |
4 |
3. Mrs.
Astha Jain (DIN: 00408555) |
Non
Executive Non Independent Director |
Member |
4 |
4 |
Board
of Directors in their meeting held on 11th November, 2022 appointed to Mr.
Deepak Kothari (08522003) , Independent director as a Chairperson of the Audit Committee
in place of Mr. Suresh Joshi (DIN: 08279609), Independent Director, however there was no
change in constitution of Audit Committee.
All
the members of the Committee are financial literate and possess accounting and related
financial management expertise.
III.
NOMINATION AND REMUNERATION COMMITTEE:
The
Company has constituted Nomination and Remuneration Committee as per requirement of
Section 178(1) of the Companies Act, 2013. The terms of reference of Nomination and
Remuneration Committee are broadly in accordance with the provisions of Companies Act,
2013. During the financial year, the Committee met on one occasion on 09th
February, 2023. The composition and attendance of members at the Meeting of the Nomination
and Remuneration Committee held during the year 2022-23 is given below:
|
|
|
Number
of meetings during the year |
|
Sr.
No Name
of Directors |
Category |
Designation |
Held |
Attended |
1. Mr.
Deepak Kothari (DIN: 08522003) |
Non
Executive Independent Director |
Chairperson |
1 |
1 |
2. Mr.
Suresh Joshi (DIN: 08279609) |
Non
Executive Independent Director |
Member |
1 |
1 |
3. Mrs.
Astha Jain (DIN: 00408555) |
Non
Executive Non Independent Director |
Member |
1 |
1 |
Board
of Directors in their meeting held on 11th November, 2022 appointed to Mr.
Deepak Kothari (08522003) , Independent director as a Chairperson of the Nomination and
Remuneration Committee in place of Mr. Suresh Joshi (DIN: 08279609), Independent Director,
however there was no change in constitution of Nomination and Remuneration Committee.
IV.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The
Stakeholders Relationship Committee constituted by the Board of the Company is in
compliance with the provisions of Section 178(5) of the Companies Act, 2013. During the
year the Committee met on one occasion on 9th February, 2023. The composition and
attendance of members at the meeting of the Stakeholders Relationship Committee held
during the year 2022-23 is given below:
|
|
|
Number
of meetings during their tenure |
|
Sr.
No Name
of Director |
Category |
Designation |
Held |
Attended |
1. Mr.
Deepak Kothari (DIN: 08522003) |
Non
Executive Independent Director |
Chairperson |
1 |
1 |
2. Mr.
Suresh Joshi (DIN: 08279609) |
Non
Executive Independent Director |
Member |
1 |
1 |
3. Mrs.
Astha Jain (DIN: 00408555) |
Non
Executive Non Independent Director |
Member |
margin-bottom:3.0pt;margin-left:0in;text-align:right;mso-pagination:none>1 |
1 |
Board
of Directors in their meeting held on 11th November, 2022 appointed to Mr.
Deepak Kothari (08522003) , Independent director as a Chairperson of the Stakeholder
Relationship Committee in place of Mr. Suresh Joshi (DIN: 08279609), Independent Director,
however there was no change in constitution of Stakeholder Relationship.
V.
MEETING OF INDEPENDENT DIRECTORS:
The
Independent Directors met once during the year on 09th February, 2023. The
meeting was conducted in an informal manner without the presence of the Chairman of the
Company and Non-Executive Non-Independent Director of the Company.
4. DIVIDEND:
Due
to losses, your directors have not recommended any dividend for the year under review.
5. AMOUNTS
TRANSFERRED TO RESERVES:
During
the financial year 2022-23, no amount has been transferred to reserves.
6. 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 as amended from
time to time.
THE
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE
ACT:
Not
applicable since company has not accepted any deposits, therefore, the question does not
arise regarding non compliance with the requirements of Chapter V of the Act.
DISCLOSURE
OF UNSECURED LOAN RECEIVED FROM DIRECTORS:
Pursuant
to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c)(viii) of Companies
(Acceptance of Deposits) Rules, 2014, (including any statutory modification or
re-enactment thereof for the time being in force), the details of unsecured loan received
from directors are given below:
S.
No. Name of Directors |
Amount
Received |
Outstanding
Amount |
1.
Mr. Virendraa K Jain |
349.59 |
392.88 |
2.
Mrs. Astha Jain |
82.18 |
130.30 |
7. DETAILS
OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:
During
the financial year ended on 31st March, 2023, the Company did not have any
subsidiary, joint venture or associate company.
8. DETAILS
OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In
accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys
Articles of Association, Mrs. Astha Jain (DIN: 00408555), Non-Executive Non Independent
women Director of the Company retires by rotation at the ensuing 39th Annual
General Meeting and being eligible, offers herself for re-appointment. The Board
recommends her re-appointment for the consideration to members of the Company at the
ensuing 39th Annual General Meeting. Further, Board of Directors in their
meeting held on 9th February, 2023 considered reappointment of Mr. Virendraa K
Jain (DIN: 00326050) as a Managing Director of the Company for term of five years w.e.f 1st
April, 2023 up to 31st March, 2028 on without any remuneration basis subject to
the approval of members in ensuing 39th Annual General Meeting. The following
have been designated as the Key Managerial Personnel of the Company pursuant to Sections
2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:
1. Mr.
Virendraa K Jain, Managing Director (DIN: 00326050)
2. Mr.
Sanjay Patil, Chief Financial Officer
3. Mr.
Prakhar Singh Taunk, Company Secretary and Compliance officer
9. DECLARATION
BY INDEPENDENT DIRECTOR:
The
Independent Directors have submitted the declaration of independence, as required under
Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 read with Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the
SEBI Listing Regulations)
as amended from time to time. The Board is of the opinion that the Independent Directors
of the Company hold standards of integrity and possess requisite expertise and experience
required to fulfil their duties as Independent Directors.
10.
DIRECTORS
RESPONSIBILITY STATEMENT:
Pursuant
to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to
the best of their knowledge, belief and ability and explanations obtained by them, confirm
that:
i.
In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
ii.
The Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
loss of the Company for that year;
iii.
The Directors have taken proper and sufficient care for 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.
The Directors have prepared the annual accounts on a going concern basis;
v.
The Directors have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
vi.
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.
11.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 the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the performance evaluation of all the
Directors, Committees, Chairman of the Board, and the Board as a whole was conducted based
on the criteria and framework adopted by the Board which includes assessing the quality,
quantity and timelines of flow of information between the Company, management and the
Board, as it is necessary for the Board to effectively and reasonably perform their
duties. The performance of the Board was evaluated by the Board after seeking inputs from
all the Directors on the basis of the criteria such as the Board composition and
structure, effectiveness of Board processes, information and functioning, etc.
The
performance of the Committees was evaluated by the Board after seeking inputs from the
Committee members on the basis of the criteria such as the composition of Committees,
effectiveness of Committee meetings etc. The Board and the Nomination and Remuneration
Committee reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the Board and Committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on
the key aspects of his role. The Directors were satisfied with the evaluation results,
which reflected the overall engagement of the Individual Directors, the Board as a whole
and its Committees with the Company.
Performance
evaluation criteria for Independent Directors
The
performance evaluation criteria for Independent Directors are determined by the Nomination
and Remuneration Committee. An indicative list of factors that may be evaluated include
participation and contribution by a director, commitment, effective deployment of
knowledge and expertise, effective management of relationship with stakeholders, integrity
and maintenance of confidentiality and independence of behavior and judgments.
Statement
with regard to integrity, expertise and experience of the Independent Director appointed
during the year:
During
the year under review, the Board has not appointed any Independent Director in the
Company. Further, in the opinion of the Board, all our Independent Directors possess
requisite qualifications, experience, expertise and hold high standards of integrity for
the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
12.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPNIES ACT
2013:
During
the financial year under review, the Company has not provided any loans, guarantees and
investments pursuant to Section 186 of the Companies Act, 2013. However, Company having
non-current investment relating to earlier years for which details are given in Note No. 2
of financial statements.
13.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Your
Company has formulated the Policy on Related Party Transactions in line with the
requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018. The policy regulates all transactions between
the Company and its related parties which is also available on the Companys
websitehttp://indraindustries.in/wp-content/uploads/2023/02/related-party-policy_INDRA.pdf.
The
Policy intends to ensure that proper reporting; approval and disclosure processes are in
place for all transactions between the Company and Related Parties.
All
Related Party Transactions entered during the year were in Ordinary Course of the Business
and at Arms
Length basis. The Material Related Party Transactions, i.e. transactions exceeding 10% of
the annual turnover as per the last audited financial statement, which were entered during
the year by your Company, are given separately in notes to the financial statements.
Further, the disclosure of Related Party Transactions as required under Section 134(3)(h)
of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in
Form AOC-2 is set out as Annexure-
A
and form part of this report.
Further,
as a practice of good corporate governance, all related Party Transactions are placed
before the Audit Committee for review and approval. Prior omnibus approval is obtained
from the Audit Committee for Related Party Transactions which are of repetitive nature
and/or entered in the Ordinary Course of Business and are at Arms
Length. All Related Party Transactions are subjected to independent review by an Audit
Committee to establish compliance with the requirements of Related Party Transactions
under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
14.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
(i)
the
steps taken or impact on conservation of energy: NIL During the year there was no major
consumption of energy.
(ii)
steps
taken by the Company for utilizing alternate sources of energy: The Company has used
alternate source of energy, whenever and to the extent possible.
(iii)
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: No specific activity has been done by the Company.
(iii)
In
case of imported technology (imported during the last three years reckoned from the
beginning of the financial year): The Company has neither purchased within India nor
imported any technology.
(iv)
The
expenditure incurred on Research and Development: The Company has not incurred any
expenditure on Research and Development during the year under review.
(C)
Foreign
Earning and Outgo: During
the year under review, there was neither inflow nor outflow of foreign exchange.
15.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
Your
Companys
internal control system is commensurate with its scale of operations designed to
effectively control the operations. The internal control systems are designed to ensure
that the financial and other records are reliable for the preparation of financial
statements. Internal Auditor conduct audit covering a wide range of operational matters
and ensure compliance with specified standards. Planned periodic reviews are carried out
by Internal Auditor. The findings of Internal Audit are reviewed by the top management and
by the Audit Committee of the Board of Directors. The Audit Committee reviews the adequacy
and effectiveness of internal control systems and suggests ways of further strengthening
them, from time to time. Report of Statutory Auditors for internal financial control
system is part of Audit Report.
As
per Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall
responsibility for ensuring that the Company has implemented robust system and framework
of Internal Financial Controls. This provides the Directors with reasonable assurance
regarding the adequacy and operating effectiveness of controls with regards to reporting,
operational and compliance risks. The Company has devised appropriate systems and
framework including proper delegation of authority, policies and procedures, effective IT
systems aligned to business requirements, risk based internal audits and risk management
framework.
16.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During
the financial year under review, your Company has not met criteria laid down under the
provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 and accordingly the provisions of Corporate
Social Responsibility are not applicable to the Company.
17.
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 made there under and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors formulated the Nomination and
Remuneration Policy of your Company on the recommendations of the Nomination and
Remuneration Committee. Pursuant to Section 134(3) of the Companies Act, 2013, the
Nomination and Remuneration Policy of the Company which lays down the criteria for
determining qualifications, competencies, positive attributes and independence for
appointment of Directors and policies of the Company relating to remuneration of
Directors, KMP and other employees is available on the Companys
website at http://indraindustries.in
During
the year under review, none of the Directors of the Company has received any remuneration
from the Company. Further, the Board of Directors affirms that the remuneration paid to
senior management and other employees is in accordance with the remuneration policy of the
Company. The Disclosure required under Section 197(12) of the Companies Act, 2013 read
with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 as amended up to date, is annexed as Annexure-B
and forms an integral part of the Board Report.
During
the year under review, none of the employee of the Company is drawing more than Rs.
1,02,00,000/- per annum or Rs. 8,50,000/- 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) and rule 5(3) of Companies (Appointment and Remuneration of
Managerial
Personnel) Rules, 2014 are not applicable for the financial year ended 31st
March, 2023.
Further
the statement containing details of Top Ten Employees in terms of remuneration and
employees in receipt of remuneration as prescribed under rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended up to the
date, is available at Registered Office of the Company. In terms of Section 136(1) of the
Act, the Annual Report is being sent to the Members excluding the aforesaid details. Any
Member desirous of obtaining above said details may write to the Company Secretary or
email at info@indraindustries.in.
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.
18.
REPORT ON CORPORATE
GOVERNANCE:
As
on 31st March, 2022, paid-up equity capital of the Company was not exceeding
Rs. 10 Crores and Net Worth was not exceeding Rs. 25 Crores; therefore, the provisions of
the Corporate Governance as stipulated under Regulation 15 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 were not applicable to the Company for the
financial year ended 31st March, 2023. Hence, Corporate Governance Report is
not required to be disclosed with Annual Report. It is pertinent to mention that the
Company follows majority of the provisions of the corporate governance voluntarily as a
part of Good Corporate Governance.
19.
REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS:
As
per Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a detailed analysis of the Companys
performance is discussed in the Management Discussion and Analysis Report, which forms
part of this Annual Report.
20.
DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER
POLICY:
The
Company has established a Whistle
Blower Policy
for Directors and employees to report genuine concerns or grievances about unethical
behavior, actual or suspected fraud or violation of the Companys
code of conduct or ethics policy. The details of establishment of the reporting mechanism
are disclosed on the website of the Company at http://indraindustries.in. No person has
been denied access to the Chairperson of the Audit Committee.
21.
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 Board of Directors appointed Ramesh
Chandra Bagdi, Practicing Company Secretaries; Indore to conduct the Secretarial Audit of
the Company for year ended 31st March, 2023. The Secretarial Audit Report given by the
Secretarial Auditor of the Company is annexed as Annexure-C and forms an integral part of
this Report.
EXPLANATION
TO SECRETARIAL AUDITORS
REMARKS:
With
respect to the observation of the Secretarial Auditor, the Board replies hereunder:
Secretarial
Auditor Observations |
Management
comments |
The
Company has paid the annual listing fee to BSE for FY 2020-21, 2021-22 and 2022-23
respectively after prescribed time line and thereafter suspension of trading was revoked
with effect from 28th March, 2023. |
Due
to the heavy losses in previous financial years and liquidity crunch, Company is unable to
incur minimum bearing expenses. However, Company is making efforts to generate the revenue
in order to make the obligatory payments. Further, during the financial year, company paid
all the dues related to Listing fees |
Pursuant
to Regulation 47(1)(b) Securities and Exchange Board of India (Listing Obligations and
Disclosure requirements) Regulations, 2015 Company has not published its Financial Results
during the year under review. |
The
company had suffered heavy losses due to finance cost and operational cost, liquidity
crunch, sales of the company has been radically reduced and net worth of the Company also
been eroded. The company is facing several financial crises hence unable to publish news
papers publications in time. However Board ensures that in future company shall arrange to
publish the required information in news papers as soon as possible. |
Pursuant
to the provisions of Section 150 of Companies Act, 2013, read with rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, the name of independent director
(Mr. Suresh Joshi) is not registered in the data bank maintained by The Indian Institute
of Corporate Affairs, (IICA). |
Company
has already informed to the concern director to get it registered in the data bank
maintained by The Indian Institute of Corporate Affairs, (IICA). |
Pursuant
to SEBI/HO/ISO/ISO/CIR/P/2020/168 dated 09th September, 2020 regarding PIT
Regulations, Company has not updated its promoters/designated person name in the
designated depository through system driven disclosure mechanism. |
Due
to technical issue same could not be updated. However same has been updated. |
Pursuant
to Para 5 of SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 May 25, 2022, the
Company has not taken any contingency insurance policy to meet out the risk arising out of
issuance of duplicate securities. |
The
Company is in process to obtain referred policy but till date no insurance company is
agreed to provide the same. |
Pursuant
to SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated May 25, 2022, Company has
not opened Suspense Escrow Demat Account for crediting shares of the shareholders to whom
Letter of Confirmation is issued in case of non-receipt of demat request from the
claimant(s) within 120 days of the date of issue of the Letter of Confirmation. |
Company
is in process to open the same. Further during the year there was no request received for
issue of duplicate shares. |
22.STATUTORY
AUDITORS:
S.
N. Gadiya & Co., Chartered Accountants, Indore (ICAI Firm Registration No. 002052C)
was appointed as Statutory Auditors of your Company in the 36th Annual General
Meeting held on 29th September, 2020, for a term of five consecutive years up
to the conclusion of 41st Annual General Meeting to be held in the financial
year 2025-26.
EXPLANATION
TO AUDITORS
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 be reported
by Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies
Act, 2013.
23.
INTERNAL AUDIT:
In
accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed
there under, Company takes suggestions from internal auditor and recommendations to
improve and strengthen the internal control system. Scope of Internal auditor work
includes review of operational efficiency, effectiveness of system and processes,
compliances and assessing the internal control strengths in all areas.
The
Audit Committee reviews adequacy and effectiveness of the Companys
internal control environment and monitors the implementation of audit recommendations
including those relating to strengthening of the Companys
risk management policies and systems.
24.
COST AUDIT:
Pursuant
to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Amendment Rules, 2014 as amended from time to time, Company is engaged in the production
of the goods specified by the Central Government however during the financial year ended
on 31st March, 2023, overall turnover of the Company is less than threshold
limit prescribed by the Central Government. Therefore, Cost Audit is not applicable to the
Company, however cost record is maintained by the company. Further, Company has submitted
all the Cost Audit Report related to previous financial years.
25.
CODE OF CONDUCT:
The
Board of Directors has laid Code of Conduct (the
Code)
for the Board members and Senior Management Personnel of your Company. The code of conduct
is available on the website of the Company at http://indraindustries.in. All Board members
and senior management personnel have confirmed compliance with the Code.
26.
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT
POLICY:
The
Board of Directors has adopted a Risk Management Policy to develop and implement risk
management procedure/plan including therein of elements of risks, if any which in the
opinion of the Board may threaten the existence of the Company.
27.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION
OF THE COMPANY:
During
the current financial year 2023-24, Company has entered into agreement with Adarsh Agro
Fertilizer, Naiabadi, Mandsour (M.P.) for disposal of undertaking and entire assets of the
Company situated at Village Sandala Tehsil Badnawar District Dhar (M.P.). further sale
proceed shall be use for payment of secured loan of financial institution and crditors.
Company has already obtained approval of members by way of Special Resolution passing
through postal ballot on 21st March, 2022 for such disposal.
28.
ENVIRONMENT AND SAFETY:
The
Company is conscious of the importance of environmentally clean and safe operations. The
Companys
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.
29.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND
REDRESSAL) ACT, 2013:
Your
Company recognizes its responsibility and continues to provide a safe working environment
for women, free from sexual harassment and discrimination. In compliance with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company has put in place a policy on prevention of Sexual Harassment of Women at workplace
and has duly constituted an Internal Compliant under the same.
There
was no case of sexual harassment reported during the year under review. Further, the
Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
30.
COMPLIANCE OF SECRETARIAL STANDARDS:
Your
Company is in compliance with the applicable Secretarial Standards, issued by the
Institute of Company Secretaries of India and approved by the Central Government under
Section 118(10) of the Companies Act, 2013.
31.
LISTING OF SHARES:
The
shares of the Company are listed on BSE Limited and the Company has paid all Annual
Listing fees related to previous financial year to BSE Limited except for the financial
year 2023-24.
During the year, trading in Companys
Securities was suspended by BSE Limited due to non-payment of listing fees. However
suspension of trading was revoked by exchange with effect from 28th March,
2023.
32.
DEPOSITORY SYSTEM:
Your
Companys
shares are tradable compulsorily in electronic form and your Company has connectivity with
both the depositories i.e. National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by
the Depository System, members are requested to avail the facility of dematerialization of
the Companys
shares on either of the Depositories mentioned as aforesaid.
33.
OTHER DISCLOSURES:
Your
Directors state that no disclosure or reporting is required in respect of the following
items as there were no transactions/events on these items during the year under review:
Issue
of equity shares with differential rights as to dividend, voting or otherwise. Company has
not granted any stock option or issue sweat equity shares. As on 31st March,
2023, none of the Directors of the Company hold instruments convertible into equity shares
of the Company. No Significant or material orders passed by the Regulators or Courts or
Tribunals which impact the going concern status and the Companys
operation in future. Voting rights which are not directly exercised by the employees in
respect of shares for the subscription/ purchase of which loan was given by the Company
(as there is no scheme pursuant to which such persons can bene cially hold shares as
envisaged under Section 67(3)(c) of the Companies Act, 2013). There has been no change in
the nature of business of your Company. The Business Responsibility and Sustainability
Report on the environmental, social and governance disclosures, as required under
Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is not applicable to your Company for the financial year ending 31st
March, 2023. No application was made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 during the year in respect of your Company.
There
was no one time settlement of loan obtained from the Banks or Financial Institutions.
However, during the previous financial year 2019-20 One-time settlement amounting to Rs.
6.50 Crores entered into with Union Bank of India in relation to Working Capital facility
acquired by the Company. Company had paid all outstanding amount to bank as decided in
OTS.
The
Company does not have any shares in the demat suspense account/unclaimed suspense account.
34.
ACKNOWLEDGMENT:
The
Board desires to place on record its grateful appreciation for continued co-operation
received from the banks, financial institutions, government, customers, vendors,
shareholders and other stakeholders during the year under review in spite of adverse
financial position of the Company.
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Securities Support WhatsApp Number
+91 9892691696
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.