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Indigo Paints Ltd.
BSE CODE: 543258   |   NSE CODE: INDIGOPNTS   |   ISIN CODE : INE09VQ01012   |   18-May-2024 Hrs IST
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March 2019

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



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



Rs.

Business promotion expenses



5,185,207

Repairs and maintenance



2,433,042

Travelling and conveyance



232,172

Advertisement expenses




79,221

Total




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





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













For and on behalf of the Board of Directors

Of INDIGO PAINTS PRIVATE LIMITED,



HEMANT JALAN

ANITA JALAN

DIRECTOR

DIRECTOR

DIN:00080942

DIN:00085411





PLACE: PUNE


DATE: SEPTEMBER 20, 2019


ANNEXURE- I -FORM MGT- 9 (Extract of annual return)

ANNEXURE -II -FORM AOC-2 (Disclosure regarding RPT)

FormNo.MGT-9

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) Indian

a)  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) Foreign

a)  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 Institutions

a)  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 paid

iii) 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 paid

iii) Interest accrued but not due

60,12,54,142/-

-

-

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


-


-

3.   

Sweat Equity


-


-

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




PLACE: PUNE


DATE: SEPTEMBER 20, 2019






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






PLACE: PUNE


DATE: SEPTEMBER 20, 2019







 

Description of state of companies affair

During 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 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; 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.