To,
The Members,
INDO AMINES LIMITED
The Board of Directors are pleased to present the 30th Annual Report of
the Company along with the Audited Financial Statements (Standalone and Consolidated) for
the Financial Year ended on 31st March, 2023.
1. FINANCIAL RESULTS:
(Rs In Lakhs)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Gross Total revenue |
92,206.18 |
78,018.43 |
94,500.75 |
78,603.72 |
Profit before tax and exceptional item |
5,261.13 |
3,518.35 |
5,678.98 |
3,451.49 |
Profit for the year (after tax and attributable to
shareholders) |
3,799.12 |
2,490.97 |
4,087.56 |
2,313.50 |
Other Comprehensive Income for the year (not to be
reclassified to P&L) |
0.41 |
(10.72) |
1.06 |
(10.72) |
Other Comprehensive Income for the year (to be reclassified
to P&L) |
- |
- |
- |
- |
Surplus brought forward from last balance sheet |
11,620.02 |
9,390.07 |
11,911.36 |
9,896.89 |
Profit available for appropriation |
3,799.53 |
2,479.73 |
4,088.62 |
2,302.78 |
Appropriations: |
|
|
|
|
Dividend |
(353.49) |
(212.09) |
(353.49) |
(212.09) |
Tax on Dividend |
- |
- |
- |
- |
Other |
(15.09) |
(46.96) |
(20.18) |
(17.62) |
Surplus carried forward |
15,050.97 |
11,610.75 |
15,626.31 |
11,942.57 |
2. COMPANY PERFORMANCE:
Standalone:
During the financial year 2022-2023, total revenue of the Company on
standalone basis is Rs. 92,206.18/- lakhs as against Rs. 78,603.72/- lakhs in the previous
year. Profit before Tax of Rs. 5,678.98/- lakhs as against Rs. 3,451.49/- lakhs in the
previous year, Profit after Tax of Rs. 3,799.53/- lakhs as against Rs. 2,479.73/- lakhs in
the previous year.
Consolidated:
During the financial year 2022-2023, total revenue of the Company on
consolidated basis is Rs. 94,500.75/- lakhs as against Rs. 78,603.72/- lakhs in the
previous year. Profit before Tax of Rs.5,678.98/- lakhs as against Rs. 3,451.49/- lakhs in
the previous year. Profit after Tax of Rs. 4,088.62/- lakhs as against Rs. 2,302.78/-
lakhs in the previous year.
3. DIVIDEND:
The Board of Directors at their meeting held on 10th August, 2023, has
recommended a dividend of 10% i.e. 0.50 paisa per equity share of the face value of Rs.
5/- (Rupee Five only) each for financial year ended March 31, 2023. The total final
dividend payout will amount to Rs. 3,53,48,780/- (Rupees Three Crores Fifty-three thousand
forty-eight thousand Seven hundred and eighty) The payment of final dividend is subject to
the approval of the shareholders at the ensuing Annual General Meeting ('AGM') of the
Company.
The Dividend will be paid to the Shareholders whose names appear in the
Register of Members of the Company as on 20th September 2023. The Shareholders of your
Company are requested to note that the Income Tax Act, 1961, as amended by the Finance
Act, 2020, mandates that dividends paid or distributed by a Company after 1st April, 2020
shall be taxable in the hands of the Shareholders. The Company shall, therefore, be
required to deduct Tax at Source (TDS) at the time of making payment of the final
dividend. In order to enable your Company to determine and deduct the appropriate TDS as
applicable, the Shareholders are requested to read the instructions given in the Notes to
the Notice convening the 30th (thirtieth) Annual General Meeting of the Company, forming a
part of this Annual Report.
4. CONSOLIDATED FINANCIAL STATEMENTS:
As per Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 and applicable provisions of the Companies Act, 2013 read
with the rules made thereunder, the Consolidated Financial Statements of the Company for
the financial year 2022-23 have been prepared in compliance with applicable Accounting
Standards and on the basis of audited financial statements of the Company, its
subsidiaries and associate companies, as approved by the respective Board of Directors.
The Consolidated Financial Statements together with the Auditors' Report form part of this
Annual Report.
In accordance with Section 136 of the Act, the audited financial
statements, including the CFS and related information of the Company and the separate
financial statements of each of the subsidiary company are available on the Company's
website at https://www.indoaminesltd/investors. Any member desirous of inspecting or
obtaining copies of the audited financial statements, including the CFS may write to the
Company Secretary at shares@indoaminesltd.com.
5. DEPOSITS:
During financial year 2022-23, the Company did not accept any deposit
within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014.
6. LISTING OF SHARES:
Your Company's shares are listed on BSE & NSE respectively. The
annual listing fees for the financial year 2023-24 to BSE & NSE has been paid by the
Company.
7. TRANSFER TO RESERVE:
The Company has not transferred any amount to the Reserve for the
financial year ended March 31, 2023.
8. CORPORATE RESTRUCTURING:
During the year under review, the Board of Directors of the Company at
their meeting held on 8th August, 2022, approved the draft scheme of amalgamation of Pious
Engineering Private Limited with the Company their respective shareholders and creditors.
Later, in a subsequent meeting held on 3rd April 2023, the Board of Directors had approved
the revised the draft Scheme of Amalgamation under Section 230-232 of the Companies Act,
2013 subject to regulatory approvals. The Appointed Date for the Scheme of Amalgamation
was 1st January, 2023. Further, the Company has received In-principal Approval from both
the Stock Exchanges on 19th July, 2023. In light of this, the Company is presently in the
process of initiating an application with the National Company Law Tribunal.
Simultaneously, efforts are underway to fulfill any additional required steps to bring the
amalgamation process to completion.
9. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANYS:
As on 31st March, 2023, the Company had the following subsidiaries
& Associate Companies.
No. Name of Companies/Body Corporate |
Status |
1. Indo Amines (Malaysia) SDN BHD |
Subsidiary |
2. Indo Amines Americas LLC |
Subsidiary |
3. Indo Amines (Changzhou) Co. Ltd |
Subsidiary |
4. Indo Amines (Europe) Ltd. |
Subsidiary |
5. Ashok Surfactants Private Limited |
Subsidiary |
Accordingly, the consolidated financial statements of the Company and
all its subsidiaries companies prepared in accordance with Ind AS 110 as specified in the
Companies (Indian Accounting Standard) Rules, 2015, form part of the Annual Report.
Furthermore, a statement containing the salient features of the
financial statements of the company's subsidiaries in the prescribed 'Form AOC-1'
is attached as 'Annexure - I' forms part of the Board's report.
In accordance with third proviso of Section 136(1) of the Companies
Act, 2013, the Annual Report of the Company, containing therein its standalone and
consolidated financial statements has been placed on the website of the Company,
www.indoaminesltd. com Further, as per fourth proviso of the said section, audited annual
accounts of each of the subsidiary companies have also been placed on the website of the
Company. The Policy for determining material subsidiary is uploaded on the website of the
Company and can be access on the company's website www.indoaminesltd.com
Pursuant to notification issued by Ministry of Corporate Affairs dated
February 16, 2015, notifying the Companies (Indian Accounting Standards) Rules, 2015, the
Company has adopted Indian Accounting Standards (Ind-AS) with effect from April 1, 2017.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Board of Directors
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Mr. Jayaprakash Anand Shetty (DIN: 07980763) and
Dr. Deepak Shankar Kanekar (DIN: 02570268) of the Company, is liable to retire by rotation
at the forthcoming Annual General Meeting and being eligible, offers themselves for
re-appointment.
During the year, following are the changes in Directors and Key
Managerial Personnel of the Company:
Appointment of Mr. Ajay Marathe (DIN: 09522762) as an
Independent Director of the Company:
During the year, the Company has appointed Mr. Ajay Marathe (09522762)
as an Independent Director of the Company for the period of three years with effect from
28th February, 2022 to 27th February, 2025, not liable to retire by rotation. Further, the
Company has taken the approval of shareholders by way of Special Resolution through Postal
Ballot dated 21st May, 2022.
Appointment of Mr. Pradeep Thakur (DIN: 00685992) as an
Independent Director of the Company:
During the year, the Company has appointed Mr. Pradeep Thakur (DIN:
00685992) as an Independent Director of the Company for the period of three years with
effect from 25th February, 2022 to 24th February, 2025, not liable to retire by rotation.
Further, the Company has taken the approval of shareholders by way of Special Resolution
through Postal Ballot dated 21st May, 2022.
Appointment of Mr. Rohan Deshpande (DIN: 09520645) as an
Independent Director of the Company:
During the year, the Company has appointed Mr. Rohan Deshpande (DIN:
09520645) as an Independent Director of the Company for the period of two years with
effect from 25th February, 2022 to 24th February, 2024, not liable to retire by rotation.
Further, the Company has taken the approval of shareholders by way of Special Resolution
through Postal Ballot dated 21st May, 2022.
Re- Appointment of Mr. Suneel Raje (DIN: 07816980) as an
Independent Director of the Company:
During the year, the Company has appointed Mr. Suneel Raje (DIN:
07816980) as an Independent Director of the Company for the period of one years with
effect from 9th May, 2022 to 8th May, 2023, not liable to retire by rotation. Further, the
Company has taken the approval of shareholders by way of Special Resolution through Postal
Ballot dated 8th August, 2022.
Re-Appointment of Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an
Independent Director of the Company:
During the year, the Company has appointed Dr. Prof. Lakshmi Kantam
(DIN: 07831607) as an Independent Director of the Company for the period of one years with
effect from 26th May, 2022 to 25th May, 2023, not liable to retire by rotation. Further,
the Company has taken the approval of shareholders by way of Special Resolution through
Postal Ballot dated 8th August, 2022.
Re-Appointment of Mr. Nandu Gupta (DIN: 00335406) as a
Whole-Time Director of the Company:
During the year, the Company has re-appointed Mr. Nandu Gupta (DIN:
00335406) as a Whole Time Director of the Company for the period of one year with effect
from 9th August, 2022 to 8th August, 2023, liable to retire by rotation Further, the
company has taken the approval of shareholders by way of Special Resolution in 29th Annual
General Meeting ('AGM') which was held on September 12, 2022.
Re-Appointment of Mr. Rahul Vijay Palkar (DIN: 00325590) as a
Joint Managing Director of the Company:
During the year, the Company has re-appointed Mr. Rahul Vijay Palkar
(DIN: 00325590) as a Joint Managing Director of the Company for the period of three years
with effect from 5th August, 2022 to 4th August, 2025, liable to retire by rotation
Further, the company has taken the approval of shareholders by way of Special Resolution
in 29th Annual General Meeting ('AGM') which was held on September 12, 2022.
Retirement of Mr. Suneel Raje (DIN: 07816980) as an Independent
Director of the Company:
The term of office of Mr. Suneel Raje (DIN: 07816980) as an Independent
Director ended on 8th May, 2023 and consequently he ceased to be a Director of the Company
with effect from close of business hours on 8th May, 2023. The Board places on record its
sincere appreciation of the contribution made by Mr. Suneel Raje during his association
with the Company.
Retirement of Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an
Independent Director of the Company:
The term of office of Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an
Independent Director ended on 25th May, 2023 and consequently she ceased to be a Director
of the Company with effect from close of business hours on 25 th May, 2023. The Board
places on record its sincere appreciation of the contribution made by Dr. Prof. Lakshmi
Kantam during her association with the Company.
Resignation of Mr. Nandan Khambete (DIN: 08963471) as a
Non-Executive - Non Independent Director of the Company:
Mr. Nandan Khambete (DIN: 08963471), Non-Executive - Non Independent
Director of the Company has resigned from the designation of Director of the Company with
effect from 17th May, 2023. The Board places on record its sincere appreciation of the
contribution made by him during his association with the Company.
Re-Appointment of Mr. Satish M. Chitale (DIN: 08149259) as an
Independent Director of the Company:
During the year, the Company has appointed Mr. Satish M. Chitale (DIN:
08149259) as an Independent Director of the Company for the period of two years with
effect from 30th May, 2023 to 29th May, 2025, not liable to retire by rotation. Further,
the Company has taken the approval of shareholders by way of Special Resolution through
Postal Ballot dated 6th August, 2023.
Appointment of Mr. Vijay Y. Sane (DIN: 10153927) as an
Independent Director of the Company:
During the year, the Company has appointed Mr. Vijay Y Sane (DIN:
10153927) as an Additional Director - Independent Director of the Company for the period
of two years with effect from 09th May, 2023 to 08th May, 2025 not liable to retire by
rotation. Further, the Company has taken the approval of shareholders by way of Special
Resolution through Postal Ballot dated 6th August, 2023.
Appointment of Mr. Avinash K. Aphale (DIN: 10167429) as an
Independent Director of the Company:
During the year, the Company has appointed Mr. Avinash K. Aphale (DIN:
10167429 as an Additional Director - Independent Director of the Company for the period of
two years with effect from 18th May, 2023 to 17th May, 2025 not liable to retire by
rotation. Further, the Company has taken the approval of shareholders by way of Special
Resolution through Postal Ballot dated 6th August, 2023.
11. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received the necessary declaration from each
Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the
criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along
with a declaration received pursuant to sub rule (3) of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014. They have also furnished the
declaration pursuant to Regulation 25(8) of the Listing Regulations affirming compliance
to the criteria of Independence as provided under Regulation 16(1)(b) of the Listing
Regulations. The Independent Directors have individually confirmed that they are not aware
of any circumstances or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. Based on the declarations and
confirmations of the Independent Directors and after undertaking due assessment of the
veracity of the same, the Board of Directors recorded their opinion that all the
Independent Directors are independent of the Management and have fulfilled all the
conditions as specified under the governing provisions of the Companies Act, 2013 and the
Listing Regulations. .
Further, the Independent Directors have also confirmed that they have
complied with the Company's code of conduct.
12. STATEMENT OF BOARD OF DIRECTORS:
The Board of Directors of the Company are of the opinion that all the
Independent Directors of the Company including new appointment possesses highest standard
of integrity, relevant expertise and experience required to best serve the interest of the
Company.
13. BOARD MEETINGS HELD DURING THE YEAR:
During the year, five (5) meetings of the Board of Directors were held.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 along with circulars and regulations
issued under as amended from time to time in this regard. The details of the meetings and
attendance of directors are furnished in the Corporate Governance Report which forms part
of this Annual Report attached as 'Annexure - VII' to the Board's Report.
14. COMMITTEES OF THE BOARD:
The Board currently has Four (4) mandatory committees under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 namely:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
All the recommendations of the above Committee's have been accepted by
the Board. A detailed update on the Board, its Committees, its composition, detailed
charter including terms of reference of various Board Committees, number of board and
committee meetings held and attendance of the directors at each meeting is provided in the
Corporate Governance Report, which forms part of this Annual Report.
15. NOMINATION AND REMUNERATION POLICY:
Pursuant to the provisions of Section 178 of the Act and Regulation 19
of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the
recommendation of the Nomination & Remuneration Committee, the Board has adopted the
Nomination & Remuneration Policy for selection and appointment of Directors, Senior
Management including Key Managerial Personnel (KMP) and their remuneration.
The details of Remuneration Policy are stated in the Corporate
Governance Report. The details of this policy have been posted on the website of the
Company available at http://www.indoaminesltd.com/Investors/Policies.
16. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:
In compliance with the provisions of Section 134(3)(p) of the Act and
Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out an annual
evaluation of its own performance, that of individual Directors and as also Committees of
the Board.
Board has carried out an annual evaluation of its own performance,
Board Committees and Individual Directors and Chairperson. The evaluation process inter
alia considers attendance of Directors at Board and committee meetings, acquaintance with
business, communicating inter se board members, effective participation, domain knowledge,
compliance with code of conduct, vision and strategy, etc., which is in compliance with
applicable laws, regulations and guidelines. The performance of each Committee was
evaluated by the Board, based on the report of evaluation received from respective Board
Committees.
The performance evaluation of the Independent Directors was also
carried out by the entire Board, excluding the Director being evaluated. The performance
evaluation of the Chairman and the Non Independent Directors was carried out by the
Independent Directors at their separate meeting held on 10th February, 2023. The Board of
Directors expressed their satisfaction with the evaluation process.
The details of the evaluation process are set out in the Policy on
Board Evaluation of the Company and the same is available on the Company's website at
http://www.indoaminesltd.com/Investors/Policies
17. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of Regulation 25(7) of the Listing
Regulations, the Company has put in place a Familiarization Programme for the Independent
Directors to familiarize them with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model etc. The
details of training and familiarization Programme have been provided under the Corporate
Governance Report.
18. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management
Discussion and Analysis Report forms part of the Board's Report is annexed herewith as 'Annexure
- III'.
19. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate
Governance and adheres to the Corporate Governance requirements set out by the Securities
and Exchange Board of India ("SEBI"). The Company has also implemented several
best governance practices. We also endeavor to enhance long-term shareholder value and
respect minority rights in all our business decisions. The report on Corporate Governance
as per Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations forms
part of the Annual Report is annexed herewith as 'Annexure-VII'. Certificate from
the Auditors of the Company confirming compliance with the conditions of Corporate
Governance is attached to the report on Corporate Governance.
20. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013 (including any
statutory modification(s) or re-enactment(s) for the time being in force), the Board of
Directors of your Company confirm that;
i. In the preparation of the annual accounts for the year ended 31st
March, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
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 as at 31st March, 2023
and of the profit/loss of the Company for the year 1st April, 2022 to 31st March, 2023.
iii. The Directors have 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;
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 that such internal financial controls are adequate and are
operating effectively; and.
vi. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
21. AUDIT REPORTS AND AUDITORS:
Statutory Auditor:
M/s. V S Somani & Company, Chartered Accountants (FRN:117589W),
were appointed as Statutory Auditors of the Company at the 29th Annual General Meeting
till the conclusion of 34th Annual General Meeting to be held for the financial year ended
31st March, 2027 in the Financial Year 2027-28. The auditors have confirmed their
eligibility, limits as prescribed in the Companies Act, 2013 and that they are not
disqualified from continuing as Auditors of the Company for the financial year 2023-24.
The Auditors' Report for the financial year ended 31st March, 2023 on
the financial statements of the Company forms a part of this Annual Report. There is no
qualification, reservation, adverse remark, disclaimer or modified opinion in the
Auditors' Report, which calls for any further comments or explanations.
Cost Auditors:
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit)
Rules, 2014, the cost records are required to be maintained by your Company and the same
are required to be audited. The Company accordingly maintains the required cost accounts
and records.
Your Board of Directors had, on recommendation of the Audit Committee,
at its Meeting held on 30th May, 2022, re-appointed M/s. Gangan & Company, Cost
Accountants (FRN:100651) as the "Cost Auditors" of the Company for the Financial
Year 2022-23.
Further, your Board of Directors has, upon recommendation of the Audit
Committee, at its Meeting held on 17th May, 2023, re- appointed M/s. Gangan & Company,
Cost Accountants (FRN:100651) as the "Cost Auditors" of your Company for the
Financial Year 2023-24, subject to ratification of their remuneration at the ensuing 30th
(Thirtieth) AGM. There is no qualification, reservation, adverse remark, disclaimer or
modified opinion in the Report, which calls for any further comments or explanations.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on
30th May, 2022, appointed M/s. AVS & Associates, Practicing Company Secretaries to
undertake the Secretarial Audit of the Company for the Financial Year 2022-23.
Further, your Board of Directors has, upon recommendation of the Audit
Committee, at its Meeting held on 10th August, 2023, re-appointed M/s. AVS &
Associates, Practicing Company Secretaries as the "Secretarial Audit" of your
Company for the Financial Year 2023-24
The Secretarial Audit Report for the financial year ended March 31,
2023 is annexed herewith as 'Annexure - II' form parts of the Board's Report.
The observations given by Secretarial Auditor in their report for the
financial year ended March 31, 2023 are self-explanatory except the following:
Sr. No. Observations |
Reply to the observations |
1. During the review period, in one instance, the designated
person has traded in trading window closure which is disclosed to the stock exchanges in
delay by the company. |
The Company has provided timely intimations
with respect to the Closure of the trading window as per SEBI (Prohibition of Insider
Trading) Regulations, 2015 to all designated persons. Despite of the same, a designated
person has traded during the window closure. After receipt of information and detailed
discussion, the Company has taken requisite actions on such designated person and the same
has been disclosed to the stock exchanges. |
Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and rules made there under (including any amendment(s), modification(s) or re-enactment(s)
thereof for the time being in force), the Board of Directors of the Company, on
recommendation of Audit Committee, at their meeting held on 30th May, 2022 had appointed
M/s. V. V Rane & Co., Chartered Accountants as an Internal Auditors of the Company for
the Financial Year 2022-2023, to conduct Internal Audit of the Company.
Further, your Board of Directors has, upon recommendation of the Audit
Committee, at its Meeting held on 17th May, 2023, re- appointed M/s. V. V Rane & Co.,
Chartered Accountants as an Internal Auditors of the Company for the Financial Year
2023-24.
22. EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7
in accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, is available on the website of the Company at
http://www.indoaminesltd.com/lnvestors/Policies
23. RELATED PARTY TRANSACTIONS:
In line with the requirements of the Companies Act, 2013 and amendment
to the Listing Regulations, the Company has formulated a revised Policy on Related Party
Transactions for the purpose of identification and monitoring of such transactions.
The policy on related party transactions is available on the Company's
website at http://www.indoaminesltd.com/Investors/ Policies
All related party transactions are placed before the meeting(s) of
Audit Committee for its review and approval. Prior/Omnibus approval of the Audit Committee
is obtained on an annual basis for a financial year, for the transactions which are of a
foreseen and repetitive in nature. The statement giving details of all related party
transactions entered into pursuant to the omnibus approval together with relevant
information are placed before the Audit Committee for review and updated on quarterly
basis.
All Related Party Transactions entered during the year were in Ordinary
Course of the Business and at Arm's Length basis. During the year under review, the
Company has not entered into any contracts/ arrangements/ transactions with related
parties which qualify as material in accordance with the Policy of the Company on
materiality of related party transactions. Hence, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in 'Form
AOC-2' is not applicable.
The details of such related party transactions are available in the
Notes to the Standalone financial statements section of this Annual Report. As well as
Related Party Transactions for the Half Year ended 30th September, 2022 and 31st March,
2023 are available on the website of the Company at http://www.indoaminesltd.com
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE
EARNINGS AND OUTGO :
In compliance with provisions of Section 134(3)(m) of the Act and Rule
8 of the Companies (Accounts) Rules, 2014 the information pertaining to conservation of
energy, technology absorption and foreign exchange earnings and outgo for the year ended
31st March, 2023 are given in 'Annexure - IV' and forms part of the Board's Report.
25. LOANS AND INVESTMENTS:
Details of loans, guarantees and investments made under the provisions
of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers) Rules, 2014, as on 31st March, 2023, are set out in Note to the Standalone
Financial Statements have been disclosed in the forming part of this Annual Report.
26. RISK MANAGEMENT POLICY:
As per provisions of the Companies Act, 2013 and as part of good
Corporate Governance, the Company has laid down the procedures to inform to the Board
about the risk assessment and minimization procedures and the Board shall be responsible
for framing, implementing and monitoring the risk management plans for the Company. The
main objective is to ensure sustainable business growth with stability and to promote a
pro-active approach in reporting, evaluating and resolving risks associated with the
business. The Audit Committee of the Company has periodically reviewed the various risk
associates with business of the Company. Such review includes risk identification,
evaluation and mitigation of the risk.
27. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has in place Internal Financial Control system,
commensurate with size, scale and complexity of its operations to ensure proper recording
of financial and operational information & compliance of various internal controls,
statutory compliances and other regulatory compliances. During the year under review, no
material or serious observation has been received from the Internal Auditors of the
Company for inefficiency or inadequacy of such controls.
The finance department monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies at all locations of the Company.
M/s. V S Somani & Co., Chartered Accountants, Statutory Auditors of
the Company have monitor & evaluate the efficacy of Internal Financial Control System
in the Company, it is in compliance with operating system, accounting procedures &
policies at all the locations of the Company. Based on report of Internal Audit function,
corrective actions in the respective area are undertaken & controls are strengthened.
Significant audit observations and recommendations along with corrective action suggested
thereon are presented to the Audit Committee of the Board. The Company is periodically
following all the applicable Indian Accounting Standards for properly maintaining the
books of account and reporting Financial Statements.
28. INVESTOR EDUCATION AND PROTECTION FUND ('IEPF'):
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF established by the Government of India, after the completion of seven
years. Further, according to the IEPF Rules, the shares on which dividend has not been
paid or claimed by the shareholders for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority. During the year, the Company has
transferred the unclaimed and unpaid dividend of Rs. 18,61,114/- to IEPF Authority.
Further corresponding shares on which dividend were unclaimed for seven consecutive years
were transferred to IEPF Authority as per the requirements of the IEPF Rules. Year-wise
amounts of unpaid / unclaimed dividends lying in the unpaid account up to the year, and
the corresponding shares, which are liable to be transferred are provided in the Corporate
Governance Report and are also available on the Company's website at
www.indoaminesltd.com.
29. CORPORATE SOCIAL RESPONSIBILITY:
The Company has constituted a Corporate Social Responsibility (CSR)
Committee in accordance with Section 135 of the Companies Act, 2013.
The present CSR initiatives of the Company focuses on recognized
activities mentioned in Schedule VII of the Companies Act, 2013. The CSR policy is
available on the website of the company
http://www.indoaminesltd.com/investors/policies/CSR policy/ and the Report on Corporate
Social Responsibility (CSR) activities as required under Section 135 of the Companies Act
2013 is annexed herewith as 'Annexure - V' to this Directors' Report.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
During the year, there are no material changes and commitments
affecting the financial position of the Company which have occurred between the end of the
financial year 2022-23 and the date of this report.
31. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
To create enduring value for all stakeholders and ensure the highest
level of honesty, integrity and ethical behavior in all its operations and in terms of the
provisions of Section 177 of the Companies Act, 2013, the Company has implemented a Vigil
Mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if
any, in staying true to our values of Strength, Performance and Passion and in line with
our vision of being one of the most respected companies in India, the Company is committed
to the high standards of Corporate Governance and stakeholder responsibility.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the Board. The Whistle
Blower Policy ensures that strict confidentiality is maintained whilst dealing with
concerns and also that no discrimination will be meted out to any person for a genuinely
raised concern. During the year under review, no personnel of the Company approached the
Audit Committee on any issue falling under the said policy.
The Whistle Blower Policy/Vigil Mechanism Policy is available on the
website of: http://www.indoaminesltd.com/investors/policies/ whistle blower policy/
32. ENVIRONMENTAL, SAFETY AND HEALTH:
Your Company is committed to ensure a sound Safety, Health and
Environment (SHE) performance related to its activities, products and services. Your
Company used to refer to laws, rules, regulations, professions, programs, and workplace
efforts to protect the health and safety of employees and the public as well as the
environment from hazards associated with the workplace. Due to worldwide outbreak of novel
coronavirus (COVID-19) pandemic including in India Company increased safety measures and
The Company has also adopted "Work from Home policy", to the extent possible in
case of certain employees, in order to have smooth functioning of administrative and
support functions of the Company. Enhanced level of training on Process and Behavior based
safety, adoption of safe & environmental friendly production process, Installation of
Bioreactors, Chemical ROs, Multiple effect evaporator and Incinerator, etc. to reduce the
discharge of effluents, commissioning of Waste Heat recovery systems, and so on to ensure
the Reduction, Recovery and Reuse of effluents & other utilities. Monitoring and
periodic review of the designed SHE Management System are done on a continuous basis.
33. CREDIT RATING:
During the year, CRISIL have accorded a credit rating "BBB +
" to our Company.
34. PARTICULARS OF EMPLOYEES:
The details in terms of Section 197 of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are forming part of this report as 'Annexure VI'. The statement
containing particulars of employees as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 may be also obtained by the members by writing to the Company
Secretary of the Company.
35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company strongly believes in providing a safe and harassment free
workplace for each and every individual working for the Company through various
interventions and practices. It is the continuous endeavor of the Management of the
Company to create and provide an environment to all its employees that is free from
discrimination and harassment including sexual harassment. The Company has framed a policy
on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has arranged various interactive awareness workshops in
this regard for the employees at the manufacturing sites, R & D division & other
offices during the year under review. The Company has submitted the Annual Returns to the
local authorities, as required under the above mentioned Act.
During the financial year ended March 31,2023, no complaints pertaining
to sexual harassment were received or registered by the Company and complied with the
applicable provisions relating to the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
36. HUMAN RESOURCE MANAGEMENT :
We take this opportunity to thank employees at all levels for their
dedicated service and contribution made towards the growth of the Company. The
relationship with the workers of the Company's manufacturing units and other staff has
continued to be cordial.
To ensure good human resources management at the Company, we focus on
all aspects of the employee lifecycle. During their tenure at the Company, employees are
motivated through various skill-development, engagement and volunteering programs.
In terms of Section 197(12) of the Companies Act, 2013, read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the employee(s) drawing remuneration in excess of limits set out in said
rules forms part of this Directors' Report in 'Annexure VI' if any.
Considering the first proviso to Section 136(1) of the Companies Act,
2013, the Annual Report is being sent to the members of the Company and others entitled
thereto. Any shareholder interested in obtaining a copy thereof, may write to the Company
Secretary in this regard.
37. INSURANCE OF ASSETS:
All the fixed assets, finished goods, semi-finished goods, raw
material, packing material and goods of the company lying at different locations have been
insured against fire and allied risks.
38. GENERAL:
i. The Institute of Company Secretaries of India, a Statutory Body, has
issued Secretarial Standards on various aspects of corporate law and practices. The
Company has devised proper system to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
ii. During the year, there are no significant material orders passed by
the Regulators or Courts or Tribunals impacting the going concern status of the Company
and its operations in future;
iii. The Managing Director & CEO of the Company has not received
any remuneration or commission from any of the subsidiary companies. Further the Company
doesn't have any Holding Company;
iv. The Company has not issued equity shares with differential rights
as to dividend, voting or otherwise;
v. The Company has not issued any sweat equity shares to its directors
or employees;
vi. During the year under review, neither the Statutory Auditors nor
the Secretarial Auditor have reported to the Board or Audit Committee, as required under
Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds
committed against the Company by its officers or employees, the details of which would
need to be mentioned in this Report.
vii. During the year, the Company does not issue any ESOP scheme for
its employees/Directors. Further, the Company has not issued any sweat equity shares or
shares having differential voting rights
viii. There was no change in the nature of business of the Company
during the financial year.
ix. Considering the first proviso to Section 136(1) of the Companies
Act, 2013, the Annual Report is being sent to the members of the Company and others
entitled thereto. Any shareholder interested in obtaining a copy thereof, may write to the
Company Secretary in this regard.
39. BANK AND FINANCIAL INSTITUTIONS:
The Board of Directors of the Company are thankful to their bankers for
their continued support to the Company.
40. ACKNOWLEDGEMENTS:
Your Directors would like to express their appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review. Your Directors
take on record their deep sense of appreciation to the contributions made by the employees
through their hard work, dedication, competence, support and cooperation towards the
progress of your Company.
|
On behalf of the Board of Directors |
|
For Indo Amines Limited |
|
Sd/- |
|
Dr. Deepak Kanekar |
Place: Dombivli |
Chairman & Director |
Date: 10th August, 2023 |
DIN:02570268 |
|