Your Directors hereby present the Twenty Fifth Annual Report on the business of the
Company,together with the Audited Statement of Accounts for the financial year ended on
31" March,2016.
1.FINANCIAL HIGHLIGHTS:
|
CURRENT YEAR (01/04/2015 TO 31/03/2016) |
PREVIOUS YEAR (01/10/2014 TO 31/03/2015) |
|
Rupees |
Rupees |
| Income |
3445 |
4050 |
| Gross Profit/(Loss) Before Depreciation |
(8,63,933) |
(32.920) |
| Depreciation/ Impairment |
54,30,653 |
3,050 |
| Gross Profit/ (Loss) After Depreciation |
(62.94,586) |
(35,970) |
| Provision for Taxation |
- |
- |
| Net profit / (Loss) After Tax |
(62,94,586) |
(35,970) |
2. CURRENT YEARS & FUTURE REVIEW
The Companys operations were at a low level.The Company Is In the process of making of
revival /diversification plan.
3. DIVIDEND:
No Dividend is recommended for the year 2015*2016 by the Board of the Directors.
4. ENVIRONMENT:
The Company is environment friendly as the Companys Products are organic and free from
Toxic- residues and based on Natural substances and no pollution is caused to the
environment.Production Center: There is no Pollution from the Factories of the Company and
the environment is kept clean.
Farm Sources: Since the company is encouraging pesticide-free farming,it is helping in
keeping the environment clean on the farms.
5. DIRECTOR:
Shri Dilip S Dahanukar is retiring by rotation and offers himself for re-appointment.
6. DIRECTORS RESPONSIBILITY STATEMENT:
Statement under sub-section (2AA) of section 217 of the Companies Act.1956:
In the preparation of the Annual Accounts:
i) The applicable accounting standards have been followed and wherever required,proper
explanations relating to the material departures have been given.
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 the Company at the end of the financial year and of the profit
or loss of the Company for the period.
iii) Proper and sufficient care has been taken 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 accounts have been prepared on a going concern basis.
7. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act,2013 and Clause 49 of
the Listing Agreement.
8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
During the year 5 Board Meeting,5 Audit Committee Meetings,1 Nomination and
Remuneration committee Meetings,and 1 Stakeholder Relationship Committee Meeting were
convened and held.The details Of which are given In the Corporate Governance Report.The
intervening gap between the Meeting was within the period prescribed under the Companies
Act,2013.
9. PUBLIC DEPOSITS:
The Company does not have nor it has Invited any Public Deposits.
10. AUDIT COMMITTEE:
The composition of the Audit committee is provided in Corporate Governance Report and
forms a part of this Annual Report- There have been no instances of non-acceptance of any
recommendations of the Audit committee by the Board during the financial year under
review.
11. CORPORATE GOVERNANCE
As required under clause 49 of the Listing Agreement with the Bombay Stock Exchange
Limited,Corporate Governance and Management Discussion and analysis Report annexed to this
report for part of this annual Report.
12. NOMINATION AND REMUNERATION POLICY
The Nomination & Remuneration policy is not applicable to the Company since there
are no applicable employees In the Company and no Director gets any remuneration from the
company.
13. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business.Further there are no
material related party transaction during the year under review the Pramoters,Directors of
Key Managenal personnel.Hence,no particulars are being provided in Form AOC-2.All related
Party Transactions are placed before the Audit committee as also the Board of Directors
for approval.
14. STAFF AND LABOUR:
There are no employees of the Company drawing Rs.25000/ or more per month at any time
during the year.
15. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 as required
under section 92 of the Companies Act.2013 In included In this Report as "Annexure C*
and forms and integral part of this Report.
16. AUDITORS:
a. Statutory Auditor
The Auditors are to be appointed from the date of YEAR 2015 Annual General Meeting till
the conclusion of the next Annual General Meeting and their Remuneration Is to be
fixed.However appointment of the statutory auditor is to be ratified every Annual General
Meeting till conclusion of 2020 Annual General Meeting.The retiring Auditors M/s.BATLIBOI
& PUROHIT,CHARTERED ACCOUNTANTS,Mumbai are eligible for re-appointment,b* Secretarial
Audit
Pursuant to the provisions of Section 204 of the Companies Act,2013 and the Companies
(Appointment and Remuneration of Managerial personnel) rules 2014,the Company has
appointed M/s.GMS & Co.,Company Secretary In Practice to undertake the Secretarial
Audit of the Company.The Secretarial Audit Report is included as Annexure B" and
forms an integral part of this Report.
17.CONSERVATION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The energy consumed in the production process is Negligible and does not offer scope
for any significant conservation of energy.
| TOTAL FOREIGN EXCHANGE EARNED AND USED: |
Rs. |
| Foreign Exchange Earned: |
NIL |
| Foreign Exchange Used: |
NIL |
18. RESEARCH AND DEVELOPMENT:
No research has been conducted this year.
19. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the Financial Year of the Company to
which the financial statements relate and the date of the report.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review,no orders have been passed by the Regulator or courts or
Tribunals against the Company.
21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Board members are provided with necessary documents/ broachers,reports and internal
policies to enable them to familiarize with the Companys procedures and practices.
22. The Company has put in place an adequate system of internal financial control with
respect to the financial statement and commensurate with its size and nature of business
which helps in ensuring the orderly and efficient conduct of business.No reportable
material weakness in the operation was observed.
23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has formulated and published a Whistle Blower Policy to provide vigil
Mechanism for employees including directors of the Company to report genuine concerns.The
provisions of this policy are in line with the provisions of the Section 177 (9) of the
Act and Clause 49 of the Listing Agreement.
24. BOARD EVALUATION
Pursuant to the provisions of the Companies Act,2013 and Clause 49 of the listing
Agreement,the Board of Directors has carried out an annual performance evaluation of Its
own performance and that of the Directors and Committees.
25. Change of Accounting Year:
The next financial year of the Company will be from April 1,2015 to 31st March 2016.
|
FOR AND ON BEHALF OF THE BOARD |
|
Sd/- |
| Place: Mumbai |
DIUP S.DAHANUKAR |
| Date: 30/05/2016 |
(DIN No.: 00353297) |
|
(Chairman) |
ANNEXURE A
COMPANYS POUCY ON DIRECTORS APPOINTMENT AND REMUNERATION THE NOMINATION AND
REMUNERATION POLICY
I. PHILOSOPHY
The Company strongly believes that the system of Corporate Governance protects the
Interest of all the stakeholders by inculcating transparent business operation and
accountability from management towards fulfilling the consistently high standard of
Corporate Governance In all facets of the Companys operations.
II. The Company has adhared to prudential norms In the Composition and appointment of
Director and fix their remuneration.
III. The Company will seek advice and services of competent professionals as an when
required by the Company.
ANNEXURE B
Form No.MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016
[Pursuant to section 204(1) of the Companies Act.2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules,2014]
The Members,
INDO BIOTECH FOODS LIMITED ON NO: L15130MH1991PLC064216
Add: 3RD Floor.Industrial Assurance Building.
Churchgate.Mumbal-400020
I have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by INDO BIOTECH FOODS LIMITED
(hereinafter called the company).Secretarial Audit was conducted In a manner that provided
me a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing my opinion thereon.
Based on my verification of the INDO BIOTECH FOODS LIMITED books,papers,minute
books,forms and returns filed and other records maintained by the Company and also the
information provided by the Company,its officers,agents and authorized representatives
during the conduct of secretarial audit,I hereby report that In my opinion,the Company
has.during the audit period covering the financial year ended on 31" March 2016
complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent,in the manner and
subject to the reporting made hereinafter
I have examined the books,papers,minute books,forms and returns filed and other records
maintained by INDO BIOTECH FOODS LIMITED for the financial year ended on 31 March 2016
according to the provisions of:
(i) The Companies Act,2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act,19S6 (SCRA) and the rules made
thereunder;
(ill) The Depositories Act.1996 and the Regulations and B/e-laws framed thereunder;
(iv) Foreign Exchange Management Act,1999 and the rules and regulations made thereunder
to the extent of Foreign Direct Investment.Overseas Direct Investment and External
Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act,1992 (SEBI Act*): -
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations,2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations,2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines,1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations,2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations,1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009; and
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations,1998;
(vl) Other laws applicable to the Company as per the representation given by the
Company.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered Into by the Company with Bombay Stock Exchange(s).
During the period under review the Company has complied with the provisions of the
Act,Rules,Regulations,Guidelines,Standards,etc.mentioned above subject to the following
observations:
It is observed that os per Section 203 of Companies Act 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules,2014,necessitated that every
listed companyhas to mandatorily have a Company Secretary In whole time employment but
company has not complied till date but Company is in process of appointing a Company
Secretary
It is observed that as per section 149 (1) of the companies oct.2013 & as per
clause 49 of listing agreement,necessitated that every listed company shall appoint at
least one woman director within 1 year from the commencement of companies act.2013 and
company has appointed Mrs.PADMAJA MANGESH BHANDE as a women director w.e.f.17/04/2015.
It is observed that company is suspended from Bombay stock exchange from 05th
February,2001 Due To Penal Reasons.
It is observed from data given on ministry of corporate affairs website that
Prosecution file by ROC on company under Sectionl68.372(8).295(4).629
A,212(9),212(10),209(5),374,205 A(8),383A(1A),162(1) and against that cose company is in
process to file compounding for the same.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors,Non-Executive Directors and Independent Directors.The changes in the
composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings,agenda and
detailed notes on agenda were sent at least seven days in advance,and a system exists for
seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views are captured
and recorded as part of the minutes.
For GMS & Co.
Sd/-
[GAURANG SHAH]
PRACTICING COMPANY SECRETARY
ACS: 32581 COP: 11953
Place: Mumbai
Date: 30/05/2016
Note: This report is to be read with our letter of even date that is annexed as
Annexure I and forms an integral part of this report.
Annexure A of Secretarial Audit Report:
The Members,
INDO BIOTECH FOODS LIMITED
CIN NO: L15130MH1991PLC064216
Add: 3RD Floor.Industrial Assurance Building,
Churchgate.Mumbai-400020
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of management of the
Company.Our responsibility is to express an opinion on these secretarial records based on
our audit.
2. We have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the Secretarial records.The
verification was done on test basis to ensure that correct facts are reflected in
secretarial records.We believe that the processes and practices,we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and
books of accounts of the company.
4. Wherever required,we have obtained the Management Representation about the
compliance of laws,rules and regulations and happening of events,etc.
5. The compliance of the provisions of corporate and other applicable laws,rules and
regulations,standards is the responsibility of the management.Our examination was limited
to the verification of procedures on test basis.
6. The Secretarial Audit Report Is neither an assurance as to the future viability of
the Company nor of the efficacy or effectiveness with which the management has conducted
the affairs of the Company.
For GMS & Co.
Sd/-
(GAURANG SHAH)
PRACTICING
COMPANY SECRETARIES
ACS: 32581 COP: 11953
Place: Mumbai
Date: 30/05/2016
ANNEXURED
INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE,2014
| Particular |
|
| 1 The ratio of remuneration of each director to the median remuneration of the
emplooyees of the Company for the financial year |
D.S.Dahanukar |
Not Applicable |
|
A.K.Rajani |
Not Applicable |
|
N.M.Sawant |
Not Applicable |
|
P M.Bhande |
Not Applicable |
| 2 The percentage increase in remuneration of each director,chief financial
Officer,Chief Executive Officer, company Secretary or Manager,if any,in the financial year |
D.S.Dahanukar |
Not Applicable |
|
B.K.Rajani |
Not Applicable |
|
N.M.Sawant |
Not Applicable |
|
P.M.Bhande* |
Not Applicable |
| 3 The percentage increase in the median remuneration of employees In the financial
year |
Not applicable |
| 4 The number of permanent employees on the rolls of the Company |
Nil |
| 5 The explanation on the relationship between average increase in remuneration and
company performance |
The remuneration is not solely based on company performance but also
includes various other factors like individual performance,industry trends
economic,situation,future growth,prospects,etc. |
| 6 Comparison on the remuneration of the key managerial Personnel against the
performance of the Company |
The remuneration is not solely based on company performance but also
includes various other factors like individual performance industry trends economic
situation,future growth,prospects,etc. |
|
As on march 31 |
| 7 Variation In the market capitalization of the Company,price earnings ratio as at the
closing date of the current financial year and previous financial year and |
2016 |
2015 |
| percentage increase or decrease in the market quotations of the shares of the Company
in comparison to the rate at which the Company came out with the last public offer in case
of listed companies |
Market Capitalization (in lakhs) Price earnings ratio- Not applicable The
Company had not made public offer. |
| 8 Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and Its comparison with the percentile |
Not applicable |
|
Not Applicable |
| Increase in the managerial remuneration and Justification thereof and point out if
there are any exceptional circumstances for increase in the managerial remuneration. |
Not Applicable |
| 9 Consumption of the each remuneration of the KMP against the performance of the
Company. |
The remuneration is not solely based on company performance but also
includes various other factors like individual performance.Industry trends economic
situation,future growth prospects,etc. |
| 10 The percentage increase in remuneration of each director,Chief financial
Officer,Chief Executive Officer,Company Secretary or Manager,If any,In the financial year |
Not Applicable |
| 11 The ratio of the remuneration of the highest paid director to that of the employees
who are not directors but receive remuneration in excess of the highest paid director
during the year |
Not Applicable |
| 12 Affirmation |
The Board affirms that the remuneration is as per the Nomination and
Remuneration policy of the Company. |
•Appointed with effect from 17 April 2015.
|
On behalf of the Board |
|
For Indo Biotech Foods Limited |
|
Sd/- |
|
Shri.Dilip S Dahanukar |
| Place: Mumbai |
(DIN No: 00353297) |
| Date: 30* May 2016 |
Chairman and Managing Director |
+91-9892691696
