TO :
THE MEMBERS, INDITALIA REFCON LTD.
Your Directors present the 36th Annual Report and the Audited Accounts for
the year ended on 31st March, 2022.
1. SUMMARY OF FINANCIAL PERFORMANCE DURING YEAR UNDER REPORT:
The financial results for the year ended 31st March 2022 and the
corresponding figures for the last year are as under:
| Particulars |
2021- 2022 Rs. In lacs |
2020- 2021 Rs. In lacs |
| Gross Income |
0.00 |
0.00 |
| Expenses |
2.56 |
4.58 |
| Extraordinary Items |
2.46 |
4.02 |
| Profit before Interest, Depreciation & Tax |
-0.10 |
-0.56 |
| Less: Finance Cost |
0.00 |
0.00 |
| Less: Depreciation & Amortization Expense |
|
|
| Less : Tax |
|
|
| Balance Profit/ (Loss) carried to Balance Sheet |
-0.10 |
-0.56 |
The Company had no manufacturing or trading activities during the period and has
registered net loss of Rs.10,000/- (Rupees Ten thousand only).
2. AMOUNT SET ASIDE FOR TRANSFER TO GENERAL RESERVES & EPS ETC.:
The Company has incurred cash loss of Rs.0.10 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 COMPANY’S WORKING DURING THE YEAR/STATE OF
COMPANY’S AFFAIRS :
The Company had no manufacturing or trading activities during the period and has shown
net loss of Rs. Rs.10,000/- (Rupees Ten thousand) during the period.
5. CHANGE IN THE NATURE OF BUSINES :
The Company’s 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, an extract of the Annual Return is placed on
the website of the Company at the following link -
http://www.ohminditalia.com/pdf/annual_report/Annual_Report_31st_March_2022.pdf
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, Dr. Silvano D Sapeco, Director of the Company resigned has resigned
from the Board of Directors of the Company w.e.f. 16th November, 2021.
9. APPOINTMENT OF DIRECTORS IN PLACE OF THOSE RETIRING :
Mr. Navin Sheth, Director of the Company retires at this Annual General Meeting and
being eligible has offered himself for re-election. As he is also appointed as CFO of the
Company w.e.f. 16.04.2016, and has attained the age of 76 years, the resolution for his
reappointment needs to be passed as a Special Resolution. Accordingly, a Special
Resolution along with the Explanatory statement under Sec.102(1) and additional
information in terms of LODR and SS-2 is furnished as part of the Notice of the AGM.
10. AUDITORS:
The Statutory Auditors Mr. Rajendra kumar I. Jain, Chartered Accountant were appointed
as Statutory Auditors up to 2022-23. 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:
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.
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 nine (09) occasions during the financial year which are as
follows:, 10.04.2021, 30.06.2021, 20.07.2021, 06.09.2021, 7.10.2021, 08.11.2021,
16.11.2021, 13.01.2022, 14.02.2022.
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", at part C of
Ann II of this Annual Report.
The Committees held following meetings during the year:
| Name of the Committee |
Date of the Meeting: |
| Audit Committee |
20th July 2021, 06th September,2021 08th November,
2021and 14th February, 2022 |
| Nomination and Remuneration Committee |
11th February, 2022. |
| Stakeholders’ Relationship Committee |
Not required to meet during the year. |
14. D IRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 (3) (C ) OF THE
CO.’S ACT2013.
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. BOARD COMMENTS/CLARIFICATIONS ON AUDITORS’ REMARKS IN THE AUDIT
REPORT/SECRETARIAL AUDIT REPORT :
]) 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.
i) 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 COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, REMUNERATION AND EVALUATION
CRITERIA:
The Co.’s has formulated a Policy for Director’s 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. No remuneration is paid to any Director other than
Managing Director and CFO.
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:
There were no related party transactions within the meaning of Section 188(1) of the
Companies Act 2013, during the year. Hence there are no particulars to report in form
AOC-2.
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 ANDFOREGIN 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. |
| c) |
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 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 Company’s 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. COMPANY’S 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 process 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. 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 is the
company a subsidiary joint Venture or Associates of another Company.
32. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT :
The Management’s Discussion and Analysis Report for the year under review,
stipulated under LODR, 2015 forms Para B of Annexure II to the report.
33. 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 company’s operations.
34. 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.
35. CEO & CFO CERTIFICATION :
Ms. Sujata Mital, Managing Director DIN 01826116 and Mr. Navin Sheth, Director &
CFO DIN No.02501231, have 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 2022, for considering the financial statements of the Co. relating to
financial year ended 31st March, 2022 and is appended at Annexure IV.
36. 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.
37. 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 : 8th September 2022 |
DIN 01826116 |
DIN 02501231 |
+91-9892691696
