Inditalia Refcon Ltd Directors Report.

TO :

THE MEMBERS,

INDITALIA REFCON LTD.

Your Directors present the 33rd Annual Report and the Audited Accounts for the year ended on 31st March, 2019.

1. SUMMARY OF FINANCIAL PERFORMANCE DURING YEAR UNDER REPORT:

The financial results for the year ended 31st March 2019 and the corresponding figures for the last year are as under :

Particulars 2018-2019 2017-2018
Rs. In lacs Rs. In lacs
Gross Income 0.00 0.00
Expenses 10.18 11.19
Extraordinary Items 2.58 0.13
Profit before Interest, Depreciation & Tax 7.60 -11.06
Less: Finance Cost 0.02 0.38
Less: Depreciation & Amortization Expense
Less : Tax
Balance Profit/ (Loss) carried to Balance Sheet - 07.62 -11.44

The Company had no manufacturing or trading activities during the period and has registered net loss of Rs.7,62,000/- (Rupees Seven Lakh Sixty Two thousand) during the period.

2. AMOUNT SET ASIDE FOR TRANSFER TO GENERAL RESERVES & EPS ETC.:

The Company has incurred cash loss of Rs.7.62 Lacs and hence no comment has been offered as to Earning Per share. No amount is proposed to be transferred to General Reserve.

3. DIVIDENDS:

The Company has not proposed any dividend in view of losses.

4. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIRS :

The Company had no manufacturing or trading activities during the period and has shown net loss of Rs. 7,62,000/- (Rupees Seven Lakh Sixty Two thousand) during the period.

5. CHANGE IN THE NATURE OF BUSINES :

The Companys proposal to start Biotech Business has not been fruitful despite best efforts by the Board.

6. EXTRACT OF ANNUAL RETURN :

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, a draft copy of the Annual Return is placed on the website of the Company.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The Board of the Company continues to be led by Ms. Sujata Mital and is well supported by the Chief Financial Officer and other Board members. Ms. Saachi Madnani also continues as the Company Secretary and Compliance Officer.

8. DIRECTORS & KMP WHO WERE APPOINTED OR RESIGNED DURING THE YEAR UNDER REPORT :

During the year, there was no change in Directors and KMP.

9. APPOINTMENT OF DIRECTORS IN PLACE OF THOSE RETIRING :

Dr. Silvano Sapeco, Director of the Company retires by rotation at this Annual General Meeting and being eligible has offered himself for re-election. A resolution is, accordingly recommended for the approval of members for his appointment.

10. AUDITORS:

The Statutory Auditors Mr. Rajendrakumar I. Jain Chartered Accountant were appointed for 5 years w.e.f 1-04-2017. Members are requested to authorize the Board to fix their remuneration with the approval of the Audit Committee.

11. MATERIAL CHANGES & EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS :

(a) No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this Report.

(b) Events Subsequent to Date of Financial Statement

(i) Resignation of Director

Mr. Mahesh Sawant Director DIN No. 07782904 has resigned from the Board of Directors of the Company w.e.f. 6th April 2019.

12. MEETINGS OF THE BOARD :

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting and agenda are circulated at least a week prior to the date of the meeting and includes detailed notes on the items to be discussed at the meeting to enable the Directors to take informed decisions. The Board met on ten (11) occasions during the financial year which are as follows:

02.04.2018, 02.05.2018, 28.05.2018, 12.07.2018, 08.08.2018, 03.09.2018, 03.10.2018, 31.10.2018, 27.11.2018, 11.01.2019, 28.01.2019.

13. MEETINGS OF VARIOUS COMMITTEES OF THE BOARD :

Your Board has constituted the following Committees :

a) Audit Committee,

b) Nomination and Remuneration Committee, and

c) Stakeholders Relationship Committee.

Brief details of all the Committees along with their charters, composition and functioning are provided in the "Report on Corporate Governance", a part of this Annual Report.

The Committees held following meetings during the year:

Name of the Committee Date of the Meeting:
Audit Committee 28th May 2018, 3rd September 2018, 31st October 2018 and 28th January 2019
Nomination and Remuneration Committee 02nd May 2018.
Stakeholders Relationship Committee Not required to meet during the year.

14. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(C ) OF THE CO.S ACT 2013.

The Directors state that :

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any,

b. Appropriate accounting policies have been selected and applied consistently and the judgment and estimates made by them 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 financial year and of the Profit or Loss of the Company for the year,

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d. The annual accounts have been prepared on a going concern basis,

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.

15. FRAUD REPORTING :

No frauds have been reported by the Auditors u/s 12 of 143(12) of Companies Act, 2013.

16. BOARD INDEPENDENCE AND DECLARATION BY INDEPENDENT DIRECTORS :

The Independent Directors of the Company Mr. Dattatraya S.S. Amonkar DIN No 07132214 and Mr. Abhay Ganpat Dadarkar DIN No 06957764 have made the prescribed "Declaration of Independence" as required under Section 149(7) of the Companies Act 2013.

17. SECRETARIAL AUDIT REPORT :

The Secretarial Audit Report provided by CS Mr. J. K. Dangre, Practising Company Secretary (PCS) is appended as required under the Provisions of Sec.204(1) of the Companies Act, 2013.

18. COMMENTS/CLARIFICATIONS ON AUDITORS REMARKS IN THE AUDIT REPORT/SECRETARIAL AUDIT REPORT :

i) There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Rajendra Jain, Statutory Auditors, in their report made under Sec.143(3) of the Companies Act, 2013.

ii) The Auditors have not reported any incidence of fraud to the Audit Committee of the Company in the year under review.

iii) The board comments in response to the remarks of the Secretarial Auditor are given in

Annexure I. The Company could not fulfil some of the requirement due to extreme financial hardship.

19 COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, REMUNERATION AND EVALUATION CRITERIA :

The Co.s has formulated a Policy for Directors appointment, remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act 2013. The Nomination and Remuneration committee is entrusted with the task of identifying, selection and recommending to the Board as regards tenure, terms, remuneration etc. It is detailed in Corporate Governance Report.

20 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company had not extended any loans, made any investments or given guarantees or provided any security for loans extended to third parties covered by the provisions of subsection (2) of Section 186 of the Companies Act, 2013.

21 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The details of contracts or arrangements with related parties referred to in Section 188(1), entered into by the Company during the period under report are furnished in Form AOC - 2 forming part of the Report.

22 TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

There are no dividends lying unpaid or unclaimed for a period of seven years which are required to be transferred to Investor Education and Protection Fund (IEPF).

23 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO :

Conservation of energy The Co.s business is not energy intensive.
Technology absorption The Co.s business is not technology intensive.
Foreign exchange earnings and outgo. NIL The Company had no transactions involving foreign currency during the year.

24. RISK MANAGEMENT POLICY :

The company had no business activity during the past financial year under report.

The main business activities of the company in the new year are Distribution of Biotechnology Products such as Diagnostic Tests, Antigens, antibodies, Reagents, Peptides, Enzymes, Toxins, Resins, Unusual Amino acids etc. relating to medical and pharma industry and Leasing of Refrigerated Containers.

The Company has developed and implemented a risk management policy which identifies, assess, monitor and mitigate major risks which may threaten the existence of the Company. The same has also been adopted and discussed by the Audit Committee and Board of Directors of the Company and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelt out in the said policy.

The Companys internal control systems are commensurate with the nature of its proposed businesses and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

Significant audit observations and follow up actions thereon are reported to the Audit Committee.

25. COMPANYS POLICY ON ITS CORPORATE SOCIAL RESPONSIBILITY :

The provisions of Section 135 of the Companies Act 2013, relating to Corporate Social Responsibility are not applicable to the company.

26. MANNER OF FORMAL ANNUAL EVALUATION POLICY FOR BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS :

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i) Attendance of Board Meetings and Board Committee Meetings

ii) Quality of contribution to Board deliberations

iii) Strategic perspectives or inputs regarding future growth of Company and its performance

iv) Providing perspectives and feedback going beyond information provided by the management

v) Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequent assessment by the Board of Directors. A member of the Board is not allowed to participate in the discussion of his / her evaluation.

27. CHANGES IN SHARES CAPITAL ETC.:

There were no changes in the Authorized or Issued capital of the Company. Neither has the Company bought back any of its securities or issued any Sweat Equity Shares, Bonus shares or provided any Stock Option Scheme to the employees during the year.

28. DEPOSITS :

The Company has neither accepted nor renewed any deposits during the year.

29. VIGIL MECHANISM :

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

30. DISCLOSURE UNDER REGULATION 34(3):

The disclosures required to be made under regulation 34(3) of LODR, 2015[ Schedule V] forms part of this report as Annexure II.

31. PARTICULARS OF ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY OR UNDER EMPLOYEE STOCK OPTION SCHEME ETC. :

The Company has not made any issue of equity share with differential rights or of sweat equity including under the Employee Stock Option Scheme.

32. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES AND THEIR PERFORMANCE :

The Company has no Subsidiaries, Joint Ventures or Associates companies neither has any company ceased to be so during the year.

33. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT :

The Managements Discussion and Analysis Report for the year under review, stipulated under LODR, 2015 forms Para B of Annexure II to the report.

34. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year NO orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations.

35. DETAILS OF DIRECTORS AND EMPLOYEES SALARIES UNDER SEC.197(12) OF THE ACT :

The details prescribed under Sec.197(12) and Rule 5(1) of the Co.s (Appt. and Remuneration of Managerial Personnel) Rules are given in "Annexure III.

36. CEO & CFO CERTIFICATION :

Ms. Sujata Mital, Managing Director has provided the Certificate pursuant to provisions of Regulation 17(8) of the Listing Obligations Disclosure Requirements, 2015, to the Board which met on 29th May 2019, for considering the financial statements of the Co. relating to financial year ended 31st March, 2019 and is appended to Annexure IV.

37. DISCLOSURE UNDER SEC. 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

Since the company has less than 10 workers, the provisions relating to constitution of an Internal Complaints Committee under the above Act are not applicable to the Company.

38. ACKNOWLEDGEMENTS:

The Board of Directors thanks the Investors for their patience and faith shown by them during the period of extreme hardship for the Company.

For and on behalf of the Board

Sd/- Sd/-
Place : Mumbai Managing Director Chief Financial Officer
Date : 03/09/2019 DIN 01826116 DIN 02501231