Indsoya Ltd Directors Report.

TO THE MEMBERS,

Your Directors hereby present the 39th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2019.

SUMMARY OF FINANCIAL RESULTS:

Particulars In Rupees
Year Ended 31.03.2019 Year Ended 31.03.2018
Total Revenue 10,43,339 11,42,707
17,28,716 17,86,756
Total Expenses
Profit before Taxation (6,85,377) (6,44,049)
Less : Provision for Tax
Current Tax - -
Deferred Tax - -
Excess/(Short) Provision for Tax Earlier Years - -
Profit (Loss) after Tax for the year (6,85,377) (6,44,049)
Add : Brought forward profit - -
Balance carried over to Balance Sheet (6,85,377) (6,44,049)

COMPANYS PERFORMANCE :

The total revenue of the Company for the year ended 31st March, 2019 stood at Rs. 10.43 lakhs (previous year Rs. 11.42 lakhs). The Company has incurred a loss of Rs. 6.85 lakhs.

DIVIDEND ON EQUITY SHARES:

Due to the loss in the Financial Year 2018-2019, the Board of Directors do not recommend any dividend for the year ended 31st March, 2019 on equity shares.

TRANSFER TO RESERVES:

During the year under review there are no profits available with the Company to be transferred to reserves.

DETAILS RELATING TO DEPOSITS:

The Company has neither invited nor accepted any deposits from Public during the year and there is no deposits which are unpaid or unclaimed as at the end of the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Shivkumar Vaishy, qualified company secretary and a Member of Institute of Company Secretaries of India and having membership no. 45528, was appointed as Company Secretary and Compliance officer with effect from 30th March, 2019, as per section 203 of the Companies Act, 2013 and regulation 6 (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per section 152 (6) of the Companies Act, 2013, Ms. Sarita Mansingka, Managing Director and Chairperson of the Company having DIN: 01788320 retire by rotation and being eligible offers herself for re-appointment as Director of the Company. Details of Ms. Sarita Mansingka is been attached in the notice of the 39th Annual General Meeting of the Company.

There are no other changes in the management of the Company during the period under review.

Pursuant to the provisions of the Companies Act, 2013 and as per Listing Agreement where ever applicable, evaluation of every Directors performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof was carried out by Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. The performance evaluation of the Chairman of the Company was also carried out by Independent Directors, taking into account the views of the Executive Director and Non-Executive Directors. Structured questionnaires were prepared in accordance with the applicable provisions on Board Evaluation covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties, etc. were circulated to the Directors for the evaluation process. All Directors unanimously expressed that the evaluation outcome reflect the overall engagement of the Board and its Committees with the Company and its management and they are fully satisfied with the same.

The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013.

The details of familiarization programme for Independent Directors have been disclosed on website of the Company and is available at the website www.indsoya.com.

POLICY UNDER SECTION 178:

Policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 is made available on the Companys website i.e. www.indsoya.com for the ready reference of the stakeholders of the Company.

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2 and Annexure 3. Policy on appointment of Directors and Senior Management (Annexure 1) Policy on Remuneration to Directors (Annexure 2) Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of section 134 of the Companies Act, 2013, the Board of Directors of the company hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility and the constitution of the Corporate Social Responsibility Committee are not applicable to the Company as the Company doesnt fall under the threshold limit as prescribed in the said section. Hence no details about the policy development and implementation by the company on corporate social responsibility initiatives are required to be attached.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has robust internal control systems in place which are commensurate with the size and nature of the business. The internal controls are aligned with statutory requirements and designed to safeguard the assets of the Company. The internal control systems are complemented by various Management Information System (MIS) reports covering all areas. Increased attention is given to auto generation of MIS reports as against manual reports to take care of possible human errors or alteration of data. The Management reviews and strengthens the controls periodically.

RISK MANAGEMENT:

The Companys principal financial liabilities include trade and other payables. The Companys principal financial assets include loans, trade receivable, cash and cash equivalents and others. The Company is exposed to credit risk, liquidity risk and market risk. The Companys senior management oversees the management of these risks. The Companys senior management provides assurance that the Companys financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Companys policies and risk objectives. Risk management policy of the company is been placed on the Company website at www.indsoya.com. Presently, Regulation 21 of the SEBI LODR with respect to Risk Management Committee is not applicable to your Company.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and also accounts and records are not need to be maintained.

VIGILANCE FUNCTION:

Your Company has developed a structured mechanism of vigilance functions and is focused towards creation of value for all the stakeholders. The practices involve multi-layer checks and balances to improve transparency. Vigilance Awareness and preventive vigilance activities were continuously carried out during the year.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the year Company has not given any loan, guarantee or made investment covered under Section 186 of Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

No Related Party Transactions were entered into during the financial year as per Section 188 of the Companies Act 2013. Please refer Note 14 of Notes to accounts for related party transactions as per IND AS-24 and Schedule V of the SEBI (LODR) 2018. Since there are no transactions to be report in form AOC-2 the same is not attached.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiaries, joint ventures or associate companies as per the provisions of the Companies Act, 2013. Hence no needs to attach form AOC-1 to the report.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

The Company has not made any investment to Companies for creating any subsidiaries, joint ventures and associate companies.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

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

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported. The Company is having below 10 (Ten) employees including temporary employees, hence there is no need to constitute Internal Compliance Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, but the company is dedicated to provide healthy workplace environment and has the system internally to oversee these kind of matters if any arises.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

MEETINGS OF THE BOARD AND COMMITTEES: BOARD MEETING:

During the year 5 (Five) Board Meetings were held. Meetings were held on 30th May 2018, 10th August 2018, 14th November 2018,13th February 2019 and 30thMarch 2019.

COMMITTEES: Audit Committee

During the year under review, four meetings were held on the following dates: 30th May 2018, 10th August 2018, 14th November 2018 and 13th February 2019. The recommendation by the Audit Committee as and when made to the Board has been accepted. All members of the Audit Committee possess strong knowledge of accounting and financial management. The Chairman, the Managing Director, Chief Financial Officer, the Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective actions as may be required and taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made by the Audit Committee from time to time.

The details of attendance at the Audit Committee meetings held during the year are as under:

Name of the Director Designation No of Audit Committee Meetings
Held Attended
Mrs. Sarita Mansingka Chairperson 4 4
Mr. Prahlad Kumar Maheshwari Non-executive, Independent 4 4
Mr. Kailash Chandra Dawda Non-executive, Independent 4 4

Nomination and Remuneration Committee:

During the year under review, the Committee met thrice a year on the following dates: 30th May 2018, 14th November 2018 and 30th March 2019.

Name of the Director Designation No. of NRC Meetings
Held Attended
Mr. Kailash Chandra Dawda Chairperson 3 3
Mr. Prahlad Kumar Maheshwari Non-executive, Independent 3 3
Mr. Gopal Ramotar Khandelwal Non-executive, Independent 3 3

Stakeholders Relationship Committee

Pursuant to the Companies Act, 2013 and the Listing Regulations, the Company has constituted a Stakeholders Relationship Committee. The Committee looks into the grievances of security holders of the Company. During FY 2019, the Committee met on 30th March 2019 to, inter alia, review the status of investors services rendered. Directors who are not the members of the Committee were also invited to attend meeting of the Committee. The Committee was apprised of all the major developments on matters relating to investors. In addition, the Committee also looked into matters that can facilitate better investor services and relations. During FY 2018-2019, No complaints from investors were received on any matters.

Name of the Director Designation No of Audit Committee Meetings
Held Attended
Mr. Kailash Dawda Chairperson 1 1
Mr. Prahlad Kumar Maheshwari Non-executive, Independent 1 1
Mr. Gopal Khandelwal Non-executive, Independent 1 1

EXTRACT OF ANNUAL RETURN:

Annual Return referred to in sub-section (3) of section 92 has been placed on http://www.indsoya.com/. The details forming part of the extract of the Annual Return also forms a part of form MGT 9 annexed as "Annexure 4".

AUDITORS:

M/s. Bhatter and Paliwal, Chartered Accountants (Firm Registration No. 131411W) have been appointed as statutory auditors of the company for a period of four years i.e. from the conclusion of 38th Annual General Meeting till the conclusion of the AGM to be held for the financial year 2021-22.

AUDITORS REPORT:

Explanation on Statutory Auditors comments:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

SECRETARIAL AUDIT REPORT:

In accordance with Section 204 of the Companies Act, 2013, the Company had appointed Ferrao MSR & Associates, Company Secretaries as Secretarial Auditors for the financial year ended 31st March, 2019. The Secretarial Auditors report forms part of the Annual Report as Annexure - 5 Explanation on Secretarial Auditor comments:

1. The Company has appointed Mr. Shivkumar Vaishy as Company Secretary and Compliance Officer with effect from 30th March, 2019 and has completed all the formalities required according to Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

2. The Promoter Ms. Sarita Mansingka is in the process of dematerializing 19280 shares.

LISTING:

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd., Mumbai and Delhi Stock Exchange, Delhi. It may be noted that there are no payment outstanding to the said Exchange by way of listing fees etc.

PARTICULARS OF EMPLOYEES:

Information as per Section 197 of the Companies Act, 2013 (the ‘Act) read with the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by notification dated 30/06/2016 is not applicable to the Company as the Company does not have any employees on its payroll. None of the employees is employed on a remuneration of Rs. 8,50,000/- p.m. or Rs. 1,02,00,000/- p.a. Hence, the Company is not required to disclose any details as per Section 197 of the Companies Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY TRANSFER AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required to be disclosed pursuant to section 134 (3) (m) of The Companies Act, 2013 read with Rule 8 (3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earning & outgo are furnished hereunder:

a) Conservation of Energy: The Company has always given high priority to energy conservation. Constant efforts have been made to reduce energy consumption on continuous basis. Employee awareness and effective monitoring of uses of energy are being pursued.

b) Technology Absorption: The activities of the Company do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Companys endeavors would be to achieve what is best possible in its business.

c) Foreign Exchange Earnings & Outgo: There were no such instances in the Company as on 31st March 2019.

d) CHANGE IN THE NATURE OF BUSINESS:

During the year under review Company has not changed the nature of its business.

CORPORATE GOVERNANCE:

Regulation 27 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 in respect of Corporate Governance is not applicable to your Company. Hence the same doesnt form a part this report.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, Central & State Government, Local Authorities and all other authorities during the year under review. Your Directors would also like to thank its customers, contractors and suppliers for their continuous support and confidence in its management.

Your Directors would like to appreciate the efforts of the Companys employees for their continued support extended to the company.

FOR INDSOYA LIMITED
Sarita Mansingka Kailash Dawda
Managing Director Independent Director
DIN: 01788320 DIN: 01744419
Place: Mumbai:
Date: 30th May, 2019