Indo Euro Indchem Ltd Directors Report.

To,

The Members,

Indo Euro Indchem Limited

Your Directors have pleasure in presenting the 29th Annual Report along with the Audited Financial statements of the Company for the financial year ended 31st March, 2019.

FINANCIAL RESULTS:

Particulars For the Year ended on 31.03.2019 For the Year ended on 31.03.2018
Total Income 1,19,16,965 8,04,88,666
Total Expenditure 1,12,35,542 7,90,48,246
Profit/(Loss) before taxation 6,81,423 14,40,420
Provision for Tax 2,21,407 6,39,829
Profit / (Loss) after tax — (A) 4,60,016 8,00,591
Other Comprehensive Income (22,30,555) (1,96,146)
Profit / (Loss) after Other Comprehensive Income -- -- (B) (22,30,555) (1,96,146)
Profit / (Loss) for the period (A+B) (17,70,539) 6,04,445

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:

During the year, the net revenue from operations of your Company decreased from Rs. 8,04,88,666/- to Rs. 1,19,16,965/-. Loss for the current financial year stood at Rs. 17,70,539/- vis-a-vis Profit of Rs. 6,04,445/- in the previous year.

TRANSFER TO RESERVES:

No amount is transferred to General Reserve.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company.

DIVIDEND:

To conserve the resources, The Board does not recommend any dividend for the equity shareholders for the financial year 2018-19.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of LODR Regulation 2015, the regulations related to Dividend Distribution Policy are not applicable to the Company.

DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder.Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not made any fresh investment during the year under review. The company has not given any fresh loans, advances or guarantees covered under the provisions of section 186 of the Companies Act, 2013 during the financial year 2018-2019.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions pursuant to section 188 (1) of the Companies Act, 2013, that were entered during the financial year were at armslength and in the ordinary course of the business of the Company. There were no materially significant related party transactions entered by the Company with Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

Since there were no related party transaction during the year under review except in the ordinary course of business and on arms length basis, form AOC-2 as prescribed under section 134(3)(h) of the Companies Act, 2013 is not applicable to the Company.

SHARE CAPITAL:

Presently, the Share Capital of the Company is Rs. 9,03,47,000/- divided into 90,54,500 Equity Shares of Rs. 10/- each (includes calls in arrear of Rs. 1,98,000).

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period, the provisions of section 135 in respect of CSR are not applicable to the Company. Hence, the Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

DETAILS OF SUBSIDIARY COMPANIES/JOINT VENTURE:

During the year under review, no Company has become or ceased to be a Subsidiary/Joint Venture/ Associate Company of your Company

DETAILS OF DIRECTORS AND KMPs APPOINTMENT OR RESIGNATION DURING THE YEAR:

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013, Mr. Akshit Balwantrai Lakhani, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. Paresh Maganlal Valani (DIN: 05235367) and Mr. Dipakkumar Prataprai Pandya (DIN: 03434486) were appointed as Independent Director and their terms were expired on 31st March, 2019. The Company has re- appointed them in the Extra Ordinary General Meeting held on Thursday, 28thMarch, 2019 as an Independent Director on the Board of the Company, not liable to retire by rotation for a second term of 5 consecutive years from April 1, 2019 till March 31, 2024.

KEY MANAGERIAL PERSONNEL (KMP) OF THE COMPANY:

In terms of the provisions of Section 203 of the Act, Mr. Vardhman Chhaganlal Shah, Managing Director and Mr. Raj Bhushan Mishra, Chief Financial Officerare the Key Managerial Personnel of your Company. Mr. Raj Bhushan Mishra was appointed as CFO with effect from 28th May, 2019.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and under Listing Regulations.

In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other Board businesses. The Board/Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The Board of Directors of your Company met 6 Times during the year to carry the various matters. The Meetings were convened on 28th May, 2018, 13th August, 2018, 14th November, 2018, 29th January, 2019, 28th February, 2019and 29th March, 2019 respectively.

The maximum interval between any two consecutive Board Meetings did not exceed 120 days.

Attendance of Directors at the Board Meeting is as under:

Sr. No. Name of Director Category

No. of Meetings during FY 2018-19

Held Attended
1 Vardhman Shah Managing Director 6 6
2 Akshit Lakhani Executive 6 6
3 Dipakkumar Pandya Independent/Non Executive 6 6
4 Rima Bandyopadhyay Independent/Non Executive 6 6
5 Paresh Valani Independent/Non Executive 6 6

COMPOSITION OF AUDIT COMMITTEE:

The audit committee of the Company is constituted in accordance with Section 177 of the Companies Act 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015.

The Audit Committee acts as a link among the Management, the Statutory Auditors, and the Board of Directors to oversee the financial reporting process of the Company. The Committees purpose is to oversee the quality and integrity of accounting, auditing and financial reporting process including review of the internal audit reports and action taken report.

Composition of Audit Committee and attendance record of members for 2018-19.

Sr. No. Name of Directorship Chairman/M ember Category

No. of Meetings during FY 2018-19

Held Attended
1 PareshValani Chairman Independent/N on Executive 4 4
2 DipakkumarPandya Member Independent/Non Executive 4 4
3 AkshitLakhani Member Executive 4 4

During the Financial Year 2018-19, 4 Meetings were held on 28th May, 2018, 13th August, 2018, 14th November, 2018 and 29th January, 2019.

The necessary quorum was present for all the meetings.

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of the Company is constituted in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.

Composition of Nomination & Remuneration Committee and the attendance record of members for 2018-19are as below:

Sr. No. Name of Directorship Chairman/ Member Category

No. of Meetings during FY 2018-19

Held Attended
1 PareshValani Chairman Independent/Non Executive 1 1
2 Dipakkumar Pandya Member Independent/Non Executive 1 1
3 Rima Bandyopadhyay Member Independent/Non Executive 1 1

During the Financial Year 2018-19, 1 Meeting was held on28th May, 2018.

The necessary quorum was present for all the meetings.

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in accordance with Section 178 of the Companies Act, 2013.

Composition of Stakeholders Relationship Committee and the attendance record of members for 2018-19are as below:

Sr. No. Name of Directorship Chairman/ Member Category

No. of Meetings during FY 2018-19

Held Attended
1 Paresh Valani Chairman Independent/Non Executive 4 4
2 Dipakkumar Pandya Member Independent/Non Executive 4 4
3 Akshit Lakhani Member Executive 4 4

During the Financial Year 2018-19, 4 Meetings were held on 28th May, 2018, 13th August, 2018, 14th November, 2018 and 29th January, 2019.

The necessary quorum was present for all the meetings.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY:

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfills such criteria with regard to qualifications, positive attitude, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws. The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy on the remuneration of Directors, Key Managerial Personnel and other Employees.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board process, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees effectiveness of committee meeting, etc.

In a separate Meeting of Independent Directors, performance of non-independent directors, the chairman of the Company and the board as a whole as evaluated, taking into account the views of executive directors and non- executive Directors.

INTERNAL CONTROL SYSTEMS AND THETR ADEQUACY:

The Company has an Internal Control System, commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Companys operations, safe-keeping of its assets, optimal utilizations of resources, reliability of its financial information and compliance.

Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your companys operation.

RISK MANAGEMENT POLICY:

The Company has formulated Risk Management Policy. The Board takes all necessary steps to identify and evaluate business risks and opportunities and take corrective steps.

VIGIL MECHANISM:

The company has a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the companys Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee.

DISCLOSURES UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 is not applicable to the Company.

The Company is committed to provide a safe & conducive work environment to its employees. Though the Company is not required to adopt the policy, however it ensures the safety of its women employees at workplace. During the year under review, no case of sexual harassment was reported.

CORPORATE GOVERNANCE:

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, compliance relating to Corporate Governance is not applicable for the Listed Company having paid up equity share capital not exceeding Rs. 10 crores and net worth not exceeding Rs. 25 crores on the last day of the previous financial year.

As your companys paid up equity share capital is not exceeding Rs. 10 crores and net worth not exceeding Rs. 25 crores, Regulation 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 are not applicable and do not form a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in "Annexure 1" and forms an integral part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139(2), and Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Vora & Associates, Chartered Accountants (Firm Registration No. 111612W) was appointed as a Statutory Auditor of the Company in the Annual General Meeting held on 28th September, 2017 for a term of five (5) consecutive years to hold office from the conclusion of the Annual General Meeting held for the financial year 2016-17till the conclusion of the 32ndAnnual General Meeting of the Company to be held for the financial year 2022.The Company has received a certificate from the said Auditors that theyare eligible to hold office as the Auditors of the Company and are not disqualified for being so continued to be the auditor for the financial year 31.03.2020.

STATUTORY AUDITORS OBSERVATIONS &COMMENTS FROM BOARD:

Remark 1:The Company has not made any provision for old receivables outstanding of Rs. 219.72 Lakhs for than 1 year as the management is putting efforts for recovery or settlement with the parties.

Comment: The management is putting its all efforts for recovery or settlement with the parties.

Remark 2: No Interest is charged on the Loan given of Rs. 63.55 Lakhs, being financial inability of the borrowing party as per the Management.

Comment: The management is putting its all efforts for recovery with the parties.

DETAILS OF FRAUD REPORTED BY AUDITORS:

As per Auditors Report, no fraud under section 143(12) of Companies Act, 2013 is reported by Auditor.

SECRETARIAL AUDITOR:

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. Anish Gupta & Associates, Practicing Company Secretaries. The Secretarial Auditors Report is attached as"Annexure 2".

SECRETARIAL AUDITORS OBSERVATIONS & COMMENTS FROM BOARD:

1. The Company has not appointed Company Secretary and Chief Financial Officer as KMP as required under section 203 of Companies Act, 2013 and CS as the Compliance Officer as required under regulation 6 of SEBI (LODR) Regulations 2015. SEBI has imposed a fine of Rs. 1,08,560 (for the quarter ended December, 2018) and Rs. 1,06,200 (for quarter ended March, 2019) for non-compliance which is not yet paid by the company.

Comment: The Company is looking for suitable candidate and will comply with the same as soon the suitable candidate is found.

2. The Company has not appointed Internal Auditor as required under section 138 of Companies Act, 2013.

Comment: The Company will do the necessary compliances.

3. The Company has not updated its website and has not uploaded the documents and information as required under the Companies Act 2013 and Regulation 46 of SEBI (LODR) Regulations 2015.

Comment: The Company will do the necessary compliances.

4. The Company has not published notices in the newspaper as required under Listing Guidelines and Regulation 47 of SEBI (LODR) Regulations 2015 and as required under section 91 read with Rule 10 of Companies (Management and Administration) Rules, 2014 for closure of Register of Member for the purpose of Annual General Meeting.

Comment: The Company will ensure to make necessary compliances.

5. The Company has not filed form 22A - Active as required under Rule 25A of the Companies (Incorporation) Rules, 2014 and the status of the company on the MCA Portal is showing ACTIVE-not compliant.

Comment: The Company could not found a suitable Company Secretary, due to which the Company could not file Form 22-Active.The Company will do the necessary compliances.

6. The Company has not sent notices to shareholders for providing PAN Details in compliance with SEBI Circular No. SEBI /HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April 2018 and SEBI Circular No. SEBI/ HO/MIRSD/DOS3/CIR/P/2018/115 dated 16th July, 2018.

Comment: The Company will ensure to make necessary compliances.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no orders passed by the regulators or courts or Tribunals impacting the going concern status and companys operation in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

A. Conservation of Energy, Technology Absorption

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act,2013 in respect of Conservation of Energy and Technology Absorption have not been furnished as the same is not applicable to the Company during the year under review.

B. (a) Conservation of Energy measures taken: - N.A.

(b) Technology Absorption measures: - N.A.

C. Foreign Exchange Earnings And Outgo

There were no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration of Directors, Key Managerial Personnel and other related disclosures are as below:

1. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Operating Officer, Company Secretary and ratio of the remuneration of each Director to the Median remuneration of the employees of the Company for the financial year 2018-19:

Name of Director/KMP Percentage increase in remuneration Ratio of remuneration of each Director / KMP to Median remuneration of employees
Vardhman C Shah N.A. N.A.
Akshit B Lakhani N.A. N.A.
Dipakkumar P Pandya N.A. N.A.
Paresh M Valani N.A. N.A.
Rima Bandyopadhyay N.A. N.A.

2. The percentage increase in the median remuneration of employees in the financial year ended March 31, 2019: 0%

3. The number of permanent employees on the rolls of the Company: 1

4. Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof:-

Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2018-19 was 0%, whereas the increase in the managerial remuneration for the same financial year was Nil%.

5. Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration to Directors, Key Managerial Personnel and other employees is as per the remuneration policy of the Company.

Information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 viz Details of Top Ten Employees of the Company in terms of remuneration drawn during 2017-18 is not applicable as none of the employee is drawing remuneration in excess of the limits specified in the said Rule 5(2).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between end of the financial year and the date of this report.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return as on the financial year ended on 31st March, 2019 in Form No. MGT-9 as required under section 92(3) of the Companies Act 2013read with Rule 12(1) of Companies (Management and Administration) Rules, 2014 is set out as an "Annexure 3" to the Directors Report and Forms part of the Annual Report. The same is also available on your Companys website, www.indoeuroindchem.com .

MAINTENANCE OF COST RECORDS:

The provision of maintenance of Cost records as per section 148 doesnt applicable on the Company.

APPLICABILITY OF SECRETARIAL STANDARD:

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India to the extent possible.

OTHER DTSLOSURES:

(i) Your Company has not issued any shares with differential voting.

(ii) There was no revision in the financial statements.

(iii) Your Company has not issued any sweat equity shares.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express their deep sense of appreciation and gratitude to all Employees, Bankers and Clients for their assistance, support and co-operation extended by them. In the end, the Directors, wish to sincerely thank all shareholders for their continued support.

By Order of the Board of Directors
For Indo Euro Indchem Limited
Sd/- Sd/-
Place: Osmanabad Date: 13.08.2019 Akshit B Lakhani Vardhman C. Shah
Director Managing Director
DIN: 00334241 DIN: 00334194