| Dear Members,
The Directors have pleasure in presenting their 20th Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
Financial summary or highlights/Performance of the Company (Standalone)
The Board's Report shall be prepared based on the stand alone financial
statements of the company.
The financial Performance of the Company for the year is as under:
(Rs. in lacs)
Particulars 2014-2015 2013-14
Profit/Loss before Bad (9.98) 11.19
debts and Depreciation
Written off and extra
ordinary items
Depreciation written off (0 .42) (0 .77)
Bad debts written off 0.00 0.00
Profit or loss before (10.40) 10.41
adjustments
Prior period adjustments 0.00 0.00
(Cr/Dr)
Exceptional items (Cr/Dr) 0.00 0.00
Extra ordinary items 0.00 0.00
(Cr/Dr)
Profit after adjustments (10.40) 10.41
Provision for income 0.00 1.57
tax/MAT Cr.
Profit after tax (10.44) 8.83
Earnings Per Share (0.20) 0.17
The relevant Notes on Accounts of the Company referred to in the
Auditors' Report are Self- explanatory. The New Management is in the
Process of identifying new business ventures in which it can involve.
Keeping in view accumulated losses and recent takeover, the Directors
are unable to recommend payment of any dividend for the year under
review.
Listing
The Securities of your Company are listed with the Bombay Stock
Exchange Limited, and pursuant to Clause 38 of the Listing Agreement,
the Annual Listing fees for the year 2014- 2015 have been paid to them.
The Company has also paid the annual custodian fees to NSDL & CDSL for
the Securities of the Company held in dematerialized mode with them for
the year 2014-2015.
Dividend
The company has not declared any Dividend during the Financial Year.
Reserves
Since, the company has not declared the dividend during the financial
year transfer of amount from profits to reserves does not arise.
Directors and Key Managerial Personnel
To appoint a director in place of Shri K. Rambabu who retires by
rotation and being eligible offers himself for re-appointment.
EXTRACT OF ANNUAL RETURN:
As required 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 annual return in MGT 9 as a part of this Annual
Report as ANNEXURE I .
Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arm's length
transactions under third proviso thereto shall be disclosed in Form No.
AOC-2. As Annexure III (Format enclosed).
Particulars of Employees
Pursuant to the,Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, statement of particulars of employees is
annexed as Annexure IV.
Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no Subsidiary Companies.
Declaration by an Independent Directoi (s) and re- appointment, if any
A declaration by an Independent Director(s) that he/they meet the
criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013 shall be enclosed as
Annexure VI.
An independent director shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by
the Company and disclosure of such appointment in the Board's report.
Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year Six Board Meetings and Six Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report, The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as
the evaluation of the working of its Audit, Nomination & Remuneration
and Compliance Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
AUDITORS:
The Auditors, M/s. LNP & Co, Chartered Accountants, Hyderabad retire at
the ensuing Annual General Meeting and, being eligible, offer
themselves for reappointment for a period of 4 Years from the
conclusion of this Annual General Meeting [AGM] until the conclusion of
Fourth Annual General Meeting to be held after this meeting.
AUDITORS' REPORT
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s.
VCSR & Associates, Company Secretaries have been appointed Secretarial
Auditors of the Company. The report of the Secretarial Auditors is
enclosed as Annexure VII to this report. The report is self-explanatory
and do not call for any further comments.
Internal Audit & Controls :
During the year, the Company continued to implement his suggestions and
recommendations to improve the control environment. His scope of work
includes review of processes for safeguarding the assets of the
Company, review of operational efficiency, effectiveness of systems and
processes, and assessing the internal control strengths in all areas.
Internal Auditor findings are discussed with the process owners and
suitable corrective actions taken as per the directions of Audit
Committee on an ongoing basis to improve efficiency in operations.
Vigil Mechanism :
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.indo-asian.com under
investors/policy- documents/Vigil Mechanism Policy link.
Risk management policy :
A statement indicating development and implementation of a risk
management policy for the Company including identification therein of
elements of risk, if any, this in the opinion of the Board may threaten
the existence of the company.
Deposits :
The Company has not accepted any Fixed Deposits covered under Chapter V
of the Act.
Particulars of loans, guarantees or investments under section 186
Details of Loans: Nil
SL Date of Details Amount Purpose Time Date of
No making of for which period BR
loan Borrower the loan for be
is to which
utilized it is
by the given
recipient
Nil
SL Date of Rate Security
No SR (if of
reqd) Interest
Details of Investments:- Nil
SL Date of Details Amount Purpose Date of
No making of for which BR
loan Borrower the proceeds
from investment
is proposed
to be utilized
by the
recipient
Nil
SL Date of Expected
No SR (if rate of
reqd) return
Details of Guarantee / Security Provided: Nil
SL Date of Details of Amount Purpose for
No providing recipient which the of
security/ security/
guarantee guarantee is
proposed to
be utilized by
the recipient
Nil
SL Date Date of Commission
No BR SR (if
any)
Corporate Governance Certificate (Applicable to Listed Companies)
The Compliance certificate from the auditors or practicing company
secretaries regarding compliance of conditions of corporate governance
as stipulated in Clause 49 of the Listing agreement shall be annexed
with the report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report
for the year ended 31st March 2015.
STATUTORY DISCLOSURES
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out in
the annexure to the Directors' Report. However, as per the provisions of
Section 219 (b) (iv) of the said Act read with Clause 32 of the Listing
Agreement, the Annual Report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto. Any member interested in obtaining such particulars may write
to the Company at the registered office of the Company.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
harassment.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo-NA
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
a) Conservation of energy: Nil
(b) Technology absorption: Nil
(c) Foreign exchange earnings and Outgo-Nil
Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (5) of Section 134 of the Companies Act, 2013, shall state
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, in the case of a listed company, 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-system's to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
(g) 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 Listing Agreement.
Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
For and on behalf of the Board of Directors
Place: Hyderabad
Date: 13.08.2015
Sd/-
K. Rambabu
Managing Director
(DIN: 01165601)
Sd/-
K. Lohit
Director
(DIN: 05156603) | 