Inditalia Refcon Ltd Directors Report.

TO :-

THE MEMBERS, INDITALIA REFCON LTD.

Your Directors present the 32nd Annual Report and the Audited Accounts for the year ended on 31st March, 2018.

1. SUMMARY OF FINANCIAL PERFORMANCE DURING YEAR UNDER REPORT :

The financial results for the year ended 31st March, 2018 and the corresponding figures for the last year are as under :-

Particulars 2017- 2018 2016- 2017
Rs. In lacs Rs. In lacs
Gross Income 0.00 0.00
Expenses 11.19 22.23
Extraordinary Items 0.13 27.57
Profit before Interest, Depreciation & Tax -11.06 5.34
Less: Finance Cost 0.38 4.61
Less: Depreciation & Amortization Expense
Less : Tax 0.13
Balance Profit/ (Loss) carried to Balance Sheet -11.44 0.60

The Company had no manufacturing or trading activities during the period and has registered net loss of Rs.11,44,000/- (Rupees Eleven Lakh Forty Four thousand) during the period.

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

No transfer has been made to General Reserve. The profit is due to write back of provisions and hence no comment has been offered as to Earning Per share.

3. DIVIDENDS:

The small profit was as a result of write backs and does not merit any consideration of Dividends.

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 net loss of Rs.11,44,000/- (Rupees Eleven Lakh Forty Four thousand) during the period.

5. CHANGE IN THE NATURE OF BUSINES :

The Company proposes to take up new business activity of manufacture, sale and distribution of Biotech and Pharma products. Company continues to be on the lookout for opportunities in the area of leasing of Refrigerated Containers. The company has finalized Agency Agreement with four (4) Companies in United States and Europe to sell their products such as Diagnostic Test Kits, Antibodies, Medical Reagents etc in India. The company is also in final stage of negotiations with few more US/European companies to sell their Antibodies and pharma products. This being new activity, Company is required to alter its object clause suitably.

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 Mr. Mahesh Sawant (DIN No. 07782904) joined the Boards w. e. f. 20.04.2017

9. APPOINTMENT OF DIRECTORS IN PLACE OF THOSE RETIRING :

Mr. Mahesh Sawant, 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 1.04.1017. 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) Other events / developments are as under:- Trading in the Companys Securities on the BSE: The Company is in the last stage of obtaining the approval of the BSE and the Order of Revocation of Suspension from the Exchange shortly. On Revocation, the Members will be able to trade and deal with their securities on the BSE. The Company has approched NSDL for re-activating the Demat account which is expected within a short while. The company is also in the process of identifying a Registrar and Share Transfer Agency who will take over the maintenance of the Members Register and related work.

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 (10) occasions during the financial year which are as follows: 04.04.2017, 20.04.2017, 27.05.2017, 04. 07. 2017, 03.08.2017, 04.10.2017, 03.11.2017, 02.01.2018, 15.02.2018, 17.03.2018.

13. MEETINGS OF VARIOUS COMMITTEES OF THE BOARD :

Your Board has constituted the following three 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 27th May, 2017, 3rd August, 2017, 03rd November, 2017 and 2nd January, 2018.
Nomination and Remuneration Committee Not required to meet during the year.
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 of Companies Act, 2013.

16 . BOARD INDEPENDENCE AND DECLARATION BY INDEPENDENT DIRECTORS :

Based on the confirmation / disclosures I from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors were appointed as Independent Directors in terms of Section 149(6) of the Companies Act, 2013:-

1. Mr. Dattatreya Shankar Amonker DIN No 07132214
2. Mr. Abhay Ganpat Dadarkar DIN No 06957764

The Independent Directors 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. The Board notes to comply with the same in near future.

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 sub- section (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.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION 22. 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 :

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

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 28th May 2018, for considering the financial statements of the Co. relating to financial year ended 31st March, 2018 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 : 03/09/2018 DIN 01826116 DIN 02501231

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

INDITALIA REFCON LIMITED

Disclosure of particulars of Related Party transactions under Sec.188 (1) of the Act. For FY 2016-17

I. Details of contracts or arrangements or transactions not at arms length basis:

No. Particulars Details
1. Name(s) of the related party and nature of relationship: 1. MS. SUJATA RAJINDER MITAL, Managing Director and Promoter
2. MR. NAVIN SHETH, CFO and Promoter
2. Nature of contracts/ Arrangements /transactions: Appointment to Place of Profit
3. Duration of the contracts / arrangements /transactions: 1. From 30.03.2015
2. From 16.04.2018
4. Salient terms of the contracts or arrangements or transactions including the value, if any: 1. Rs.25,000/- p.m.
2. Rs.10,000/- p.m.
5. Justification for entering into such contracts or arrangements or transactions : Remuneration consistent with performance of duties by the Director
6. Date(s) of approval by the Board: 1. 30.03.2015
2. 02.05.2018
7. Amount paid as advances, if any: NA
8. Date of approval of special resolution by general meeting under first proviso to section 188 (1) : Arrangement approved in EGM held on 18.09.2015. The amount of remuneration is within the ceiling limit prescribed under Rule 15(3)(b) of the Co.s (Meetings of Board and its Powers) Rules 2014.

II. Details of material contracts or arrangement or transactions at arms length basis:

No. Particulars Details
1. NONE

 

For and on behalf of the Board
Sd/- Sd/-
Place : Mumbai Managing Director Director
Date : 3rd September, 2018 DIN 01826116 DIN 02501231

ANNEXURE TO DIRECTORS REPORT

FOR FIN. YEAR 2017-18

ANNEXURE I

COMMENTS/CLARIFICATIONS TO THE OBSERVATIONS MADE BY THE PRACTISING COMPANY SECRETARY IN HIS "SECRETARIAL AUDIT REPORT" :

Ref. Para Observation Comments/Clarification by Board
C (2) a. The Companys Equity Shares listed on the Bombay Stock Exchange (BSE) continue to be suspended. The Company is now regular in filing its compliances under the Listing Agreement to the BSE for "Revocation of Suspension". Its application for Revocation of Suspension is in final stages subject to payment of overdue Listing fees including arrears and interest and Reinstatement fees. We have been given to understand that the Company expects to clear the dues by December, 2018. The position stated in the report is factual. The Board expects to complete the process of Revocation of Suspension with the BSE in the near future so that the equities of the Company can be traded on the BSE.
C (2) b. As regards the Depositories Act, 1996, presently the Co.s entire portfolio of Equity Shares remains in Physical form. The NSDL and CDSL have demanded payment of outstanding dues with interest to restore the Demat facility. The position stated in the report is factual. The Board expects to complete the process of dematerializing along with the Revocation of Suspension and the appointment of a RTA to handle the Members Register and allied work in near future.
As informed by the Directors, the Company is in negotiations with NSDL to waive/reduce the arrears fees and interest and expects to restore the Demat facility in a short time. As on 31.03.2018, there were no pending requests/complaints with the ROC/BSE in regard to non- receipt of share certificates.
C (2) c. Under the SEBI (RTA) Regulations, 1993, the Company is continuing to maintain the Member Register "In House". As informed by the Directors, the company expects to appoint one of the recognized Registrars and Transfer Agents (RTAs) to handle the work shortly. The remarks are self- explanatory. Please see clarifications under para C (2) (a) and (b) above.
C (2) d. The Company complied with other statutory requirements (vide paragraph A.7 above) to the extent applicable. It had no manufacturing or trading activity during the year under report and hence most of the laws were not applicable. The remarks are self explanatory.
D (II) i The Company has partially complied with regulation 47 of LODR, 2015 except newspaper publication of various matters. As advised by the Board the Company could not fulfil the requirement due to extreme financial hardship. The Board notes to comply with the same in near future.
D (II) ii As regards Compliance of Reg. 27(1) of LODR i. e. Other corporate governance requirements, the Co. has complied with sub clause E of part E of Sch. II Compliance with Part E of Sch. II is voluntary. Company will progressively comply with other requirements of part E in future

 

For and on behalf of the Board
Sd/-
Place : Mumbai Chairperson
Date : 3rd September 2018 DIN 01826116

ANNEXURE II Disclosure in terms of Reg.34(3) and 53(f) of the Listing Obligations and Disclosure Requirements (LODR)

A. RELATED PARTY DISCLOSURES:

Disclosures are attached in Form AOC 2.

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

The details prescribed under Rule 5(1) of the Co.s (Appt. and Remuneration of Managerial Personnel) Rules are as under :

1. Directors salary particulars :

Name of the Director Remuneration drawn during current year Remuneration during previous year % age increase
Managing Director Rs.25,000/- p.m. Rs.25,000/- p.m. NA
Chief Finance Officer Rs.10,000/- p.m. Rs. 10,000/- p.m. 100%
No other Director is paid any remuneration
Median Remuneration of Directors Rs.17,500/- p.m.
2. Salary particulars of KMP
Name of the KMP Remuneration drawn during current year Remuneration during previous year % age increase
Ms. Saachi Madnani, Co. Secretary Rs.15,000/-p.m. Rs.15,000/-p.m. NA
3. Salary particulars of Employees
No. of permanent employees on the rolls of the Co. 1
Median Remuneration of Employees Rs.15,000/- p.m.

Ratio of Median Remuneration of each director to the median remuneration of employees for the financial year

Name of Director Ratio of remuneration of the director to the Median Remuneration of Employees
Ms. Sujata Mittal 1.66
Mr. Navin Sheth 0.66
Relationship between average increase in remuneration and company performance NA
Comparison of the remuneration of the KMPl against the performance of the company NA
Variations in the market capitalisation of the company, price earnings ratio etc. NA, The Co.s shares are presently not traded on the Stock Market.
Average percentile increase in the salaries of employees NA
Comparison of remuneration of KMP against the performance of the company NA
Key parameters of variable component of remuneration availed by the directors Directors are paid fixed consolidated remuneration.
Particulars under rule 5(1)(xi) :Affirmation Remuneration paid to Directors and employees is as per the remuneration policy of the Company.
Particulars under Rule 5(2) of the Co.s (Appt. and Remuneration of Managerial Personnel) Rules No particulars to advise

 

For and on behalf of the Board
Place : Mumbai Sd/-
Chairperson
Date : 3rd September, 2018 DIN 01826116