DIRECTOR'S REPORT To, The Members, INDU NISSAN 0X0 CHEMICAL INDUSTRIES LIMITED Your Directors have pleasure in presenting their 34th Annual Report on the Audited Statement of Accounts of Indu Nissan Oxo Chemical Industries Limited [''Compan/'jior the Financial Year ended March 31, 2015. . REVIEW OF OPERATIONS During the year under review, the plant of the company remained non-operative and hence was closed, however, due to other Income, the Company has posted total Income of Rs. 2,40,11,044/- as against total Income of Rs. 1980507/- in the corresponding previous year. FUTURE PROSPECT: The company is trying to settle the outstandings with its secured creditors like NCD holders and Banks and is pursuing the possibility of revival of the company. 4. DIVIDEND AND RESERVES In view of huge losses carry forwarded during the year, your Board think fit not to recommend any dividend for the year ended 31s! March 2015 5. SHARE CAPITAL The Paid-up Equity Share Capital of the Company as on 31s" March, 2015 is Rs. 15,50,00,000/-, comprising of 16500000 shares of Rs.10/- each. During the year under review, the Company has not issued any equity shares. 6. DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Mehool Bhuva, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being, eligible, offer himself for reappointment. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (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 at the end of the financial year and of the profit and loss of the company for that period; (c) 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; (d) the directors have prepared the annual accounts on a going concern basis; and (e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) 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. 8. PARTICULARS OF MANAGERIAL REMUNERATION The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as Annexure I and forms part of this Report. As per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 none of the employees of the Company are in receipt of remuneration exceeding Rs. 60,00.000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month, if employed for part of the year. 9. NUMBER OF BOARD MEETINGS A calendar of meetings is prepared and circulated in advance to the Directors. During the year, 4 (Four) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. 10. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 11. INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement. 12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES The Company does not have any subsidiary company and has not entered into joint venture with any other company. 13. STATUTORY AUDITORS' AND AUDITORS' REPORT The Statutory Auditors of the Company, M/s. Shah, Shah & Shah, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of the statutory auditors, if re-appointed. Pursuant to section 139(1) of the Companies Act, 2013, that every Company require to appoint an individual or a firm as an auditor who shall hold office from the conclusion of ensuing Annual General Meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting. Further, The Company shall place the matter relating to such appointment for ratification by members at every annual general meeting. Hence, the Board of Directors of the Company recommends appointing M/s. Shah, Shah & Shah, having Firm Regd. No. 116457W, as a Statutory Auditors of the company to hold office till the conclusion of the Annual General Meeting of the Company to be held for the financial year March, 2020. 14. APPOINTMENT OF COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER The Company is in process of appointing Company Secretary in whole time employment and Chief Financial Officer pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 15. SECRETARIAL AUDIT In terms of Section 204 of the Act and Rules made there under, Ms. Reena Modi, Practicing Company Secretary, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure IV to this report. 16. INTERNAL AUDIT & CONTROLS The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management. However, due to bad financial health of Company and current non-functionality of operations, Company has not appointed Internal Auditor 17. EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)& (ii). IF ANY, OF THE COMPANIES ACT, 2013: The Comments on the observation of the Auditors Report are given separately in the Annexures enclosed to this report, as Annexure V 18. RE- CONSTITUTION OF AUDIT COMMITTEE All members of the Audit Committee possess strong knowledge of accounting and financial management. The Managing Director, Executive Director and Director (Finance) are regularly invited to attend the Audit Committee meetings. Further, the Audit Committee was re-constituted as per the provision of Section 177 of Companies Act, 2013 and rules made thereunder and as per amended clauses of Listing Agreement, details of which is provided in the Corporate Governance Report along with other details. 19. RE- CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee was reconstituted as per the provision of Section 178 of Companies Act, 2013 and rules made thereunder and as per amended clauses of Listing Agreement details of which is provided in the Corporate Governance Report. 20. RE- CONSTITUTION OF STAKEHOLDERS RELATIONSHIP COMMITTEE The Stakeholders Relationship Committee was reconstituted as per the provision of Section 178 of Companies Act, 2013 and rules made thereunder and as per amended clauses of Listing Agreement details of which is provided in the Corporate Governance Report. 21. EMPLOYEES' STOCK OPTION PLAN The Company has not provided stock options to any employee. 22. E-VOTING FACILITY As a Company is under severe financial crunch, it is not able to pay its outstanding dues to agencies such as NSDL/CDSL, RTA and BSE, the compliance of e-voting as required under Listing Agreement cannot be met. 23. RISK MANAGEMENT POLICY The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. 24. EXTRACT OF ANNUAL RETURN: The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report. 25. DEPOSITS The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 and as on 31s1 March, 2015, there were no outstanding deposits. 26. LOANS & GUARANTEES During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate. 27. RELATED PARTY TRANSACTIONS , During FY 2014-15, the Company entered into certain Related Party Transactions which are in the ordinary course of business and at arm's length basis, with approval of the Audit Committee. The Audit Committee grants omnibus approval for the transactions which are of foreseen and repetitive nature. A detailed summary of Related Party Transactions is placed before the Audit Committee & the Board of Directors for their review every quarter. Details of Related Party Transactions entered into by the Company are given in Form AOC-2 as Annexure III. 28. CORPORATE GOVERNANCE CERTIFICATE A Report on Corporate Governance alongwith a certificate regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report. 29. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company's operations forma a part of this Annual Report. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE The Business activities carried out by the Company do not fall under the list of industries specified for which Section 134(3)(m) of the Companies Act, 2013 read with Rule 3 of the Companies (Accounts) Rules, 2014 is not applicable and hence disclosures required therein are not applicable to the Company. 31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND The Company is continuously in touch with respective authorities for completion of procedure for transfer of funds lying unpaid or unclaimed for a period of seven years to Investor Education and Protection Fund (IEPF). 32. ACKNOWLEDGEMENT The Directors would like to thank all shareholders, bankers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company During the year, the total foreign exchange expenses was Rs. 263179/- and the total foreign exchange earned was Rs. 39,20,939/-. For and on behalf of the Board of Directors MEHOOL BHUVA DIRECTOR [DIN: 00520892] BANTWAL MALLYA DIRECTOR [DIN: 00377057] Place :Mumbai Date : August 21, 2015 |