The Directors have pleasure in presenting 59th Annual Report together
with the Audited Financial Statement for the financial year ended 31st
1. FINANCIAL RESULTS:
The Company''s financial performance, for the year ended March 31,2015
is summarized below:
(Amount in Rs.)
(Loss)/Profit for the year
before providing for
Depreciation and interest and
exceptional items (1,95,48,188) (60,68,680)
Less : Interest 28,648 77,791
Less : Depreciation 17,32,523 5,04,021
Loss after Depreciation (2,13,09,359) (66,50,682)
Add : Transfer from revaluation 8,11,674 -
Add : Exceptional Income - -
Provision for taxation - -
Loss after tax (2,04,97,685) (66,50,682)
Accumulated loss brought
forward from previous year (5,24,83,018) (4,58,32,326)
Profit & Loss a/c amount
carried forward to balance sheet (7,29,80,703) (5,24,83,018)
2. STATE OF COMPANY''S AFFAIRS AND FINANCIAL PERFORMANCE:
As you are aware the Company has exited from its core business of
solvent extraction since past two years and now is looking for
diversification in new business areas. The management is considering
diversification into chemical business however, due to dull economic
scenario, weak international demand, high capital requirements and cost
of funding etc. factors are discouraging the management to conceive and
enter into chemical business. Further unhealthy competition, growth
uncertainties due to weak international market, sluggish demand has not
provided appropriate opportunity to the management of the Company to
start new business during the financial year ended 31st March, 2015.
The performance of the Company was reasonable considering the fact that
there was no business and standing expenses remained during the year,
however, the management has minimized such expenses to the best
The loss before interest and depreciation amounted to Rs. 195.48 Lacs
as against Rs. 60.68 Lacs in the previous year. The net loss for the
year ended amounted to Rs. 213.09 lacs as against Rs. 66.51 Lacs for
the previous year.
Your directors are still confident that with new government policies,
Make in India campaign and international fall in crude and commodity
prices will improve business sentiment and climates within India as
well as internationally. The management is desirous to enter into
chemical and trading business once growth certainty is established to
the satisfaction of the management.
On the right available opportunities, the Board and the Management of
the Company are confident of getting diversified into new business
areas in due course with a view to create sustainable business model
for enhancing stakeholder''s value and growth of the Company.
4. CHANGE IN NATURE OF BUSINESS. IF ANY:
During the Financial Year 2014-15, the company has not changed its
nature of business. However, the Company has exited from its core
business of solvent oil extraction since past two years and now is
considering diversification into new business areas for which
chemicals, trading and distribution network are focus areas for the
management of the Company.
In view of losses, your Directors express their inability to recommend
declaration of any dividend for the year ended 31st March, 2015.
6. TRANSFER TO RESERVES:
In view of losses, there is no requirement to transfer any surplus to
general reserve account.
7. SHARE CAPITAL:
As on 31st March, 2015, the Share Capital structure of the Company
stood as follows:
Particulars No of Shares Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each 50,00,000 5,00,00,000
Zero Coupon Redeemable Preference 4,00,000 4,00,00,000
Shares of Rs. 100/- each
Total 54,00,000 9,00,00,000
Issued. Subscribed and
Paid up Share Capital
Equity Shares of Rs. 10/- each 33,37,633 3,33,76,330
Zero Coupon Redeemable Preference
Shares of Rs. 100/- each 90,000 90,00,000
Total 34,27,633 4,23,76,330
During the year under review, the Company has not issued any Shares
with or without differential rights or Debentures or any other
securities by way of Public offer, Private Placement, Preferential
allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee
Stock Option Scheme or in any such other manners.
8. SEGMENT WISE PERFORMANCE:
Segment reporting is not applicable to the Company in accordance with
the Accounting Standard 17 issued by the Institute of Chartered
Accountants of India.
9. SUBSIDIARIES. JOINT VENTURES & ASSOCIATES:
During the year under review, your Company doesn''t have any
Subsidiaries, Joint Ventures and Associates.
10. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis as set out in this report forms
an integral part of this Report and provides overview of the business
and operations of the Company.
11. PUBLIC DEPOSITS:
There were no public deposits accepted during the financial year or any
amount of principal or interest thereof was outstanding in terms of
Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014, for the financial year ended.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There were no material changes and commitments, which has affected 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.
13. CORPORATE GOVERNANCE:
In compliance with the Clause 49 of the Listing Agreement with the
Stock Exchange, a separate report on Corporate Governance along with a
certificate from the Auditors on its compliance as set out in this
report is forming part of this report.
Revised Clause 49 of the Listing Agreement is not mandatory to the
Company hence Auditors Certification has not been obtained. However, as
good governance the Company has voluntary disclosed the Compliance to
the best extent possible and accordingly the Management Discussion and
Analysis and the Corporate Governance Report on compliance with the
conditions of Corporate Governance are attached along with the Annual
14. INDUSTRIAL RELATIONS:
The relationship with employees at all level remained cordial and
harmonious during the year. We appreciate for committed contribution
made by employees of the Company at all the levels to sustain during
the challenging business scenario.
15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS. KEY
MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:
The Board of Directors at their meeting held on 8th August, 2014
formulated the Nomination and Remuneration Policy of your Company on
the basis of recommendations made by the Nomination and Remuneration
Committee. The salient aspects covered in the Nomination and
Remuneration Policy, covering the policy on appointment and
remuneration of Directors including criteria for determining
qualifications, positive attributes, independence of a director and
other matters have been outlined in the Corporate Governance Report
which forms part of this Report.
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
In terms of Section 136 of the Act, the reports and accounts are being
sent to the members and others entitled thereto, excluding the
information on employees'' particulars which is available for inspection
by the members at the Registered office of the company during business
hours on working days of the company up to the date of ensuing Annual
General Meeting. If any member is interested in inspecting the same,
such member may write to the company in advance.
16. PARTICULARS OF EMPLOYEES:
No employee of the Company was in receipt of remuneration more than the
limits specified under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, during the financial
year ended 31st March 2015.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the financial year 2014-15, Smt. Gayatri Priyam Jhaveri was
appointed as Additional/Non- Executive Director of your Company at the
meeting of the Board of Directors held on 8th August, 2014 and
subsequently she was appointed as a Non-Executive Director by the
shareholders at the AGM held on 16th September, 2014.
Further, in compliance with the provisions of Sections 149, 152,
Schedule IV and other applicable provisions, if any, of the Companies
Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014, Shri Amit B. Shah, Shri Asit D. Javeri and Shri
Anand R. Dalal were appointed as Independent Directors of your Company
at the 58th AGM of your Company held on 16th September, 2014 to hold
office up to 5 (five) consecutive years up to the AGM to be held in the
Pursuant to the provisions of Section 152 of the Companies Act, 2013
read with the Companies (Appointment and Qualification of Directors)
Rules, 2014 and the Articles of Association of your Company, Smt.
Gayatri Priyam Jhaveri, Non-Executive Director of the Company is liable
to retire by rotation at the ensuing AGM and being eligible offered
herself for reappointment.
Appropriate resolution for her re-appointment is being placed for your
approval at the ensuing AGM. The brief resume of Smt. Gayatri Priyam
Jhaveri and other related information has been detailed in the
Corporate Governance Report.
Your Directors recommend her re-appointment as Non-Executive Director
of your Company.
None of the independent directors are due for re-appointment.
Resignations along with facts of resignation:
During the year Shri Shantilal B. Jhaveri has been resigned as a
Chairman & Managing Director of the Company with effect from 8th
August, 2014 on account of his advanced age.
The board appreciated and taken on records his significant contribution
to the Company''s growth and challenges during his term for more than
five decades. Considering his visionary approach and contribution made
for the Company''s growth the Board has decided to designate him as a
Chairman Emeritus who shall be non executive and non board member and
has requested him to provide his valuable guidance, advice, expertise
and long standing experience from time to time for the benefits of the
Key Managerial Personnel:
During the year under review, the Company has appointed Shri Priyam
Shantilal Jhaveri, Chairman & Managing Director and Shri Anil
Ravindrakumar Kapoor, Chief Financial Officer as the Key Managerial
Personnel of your Company in accordance with the provisions of Sections
2(51), 203 of the Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
Annual Evaluation of Board''s Performance:
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
evaluation process has been explained in the corporate governance
report section in this Annual Report.
Declaration of Independence:
Your Company has received declarations from all the Independent
Directors under Section 149(7) of the Companies Act, 2013 confirming
that they meet the criteria of independence as prescribed under Section
149(6) of Companies Act, 2013 read with the Schedules and Rules issued
thereunder as well as Clause 49 of the Listing Agreement.
18. COMMITTEES OF THE BOARD
As on 31st March, 2015, the Board has following committees:
a. Audit committee,
b. Nomination and Remuneration committee,
c. Stakeholder''s relationship committee
A detailed note on the Board and its committees is provided under the
corporate governance report section in this Annual Report.
19. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE MEETINGS:
The details of the number of Board meetings and Audit Committee Meeting
of your Company are set out in the Corporate Governance Report which
forms part of this Report. The time gap between the two meetings was in
accordance with the requirements. All the information required to be
furnished to the Board was made available along with detailed Agenda.
20. DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under Section 134(3) (c) of the Companies Act, 2013, the
Directors hereby confirm that:
(a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards and
Schedule III of the Companies Act, 2013, have been followed and there
are no material departures from the same;
(b) 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 affairs
of your Company as at 31st March, 2015 and of the profit and loss
statement of the Company for the financial year ended 31st March, 2015;
(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) proper internal financial controls laid down by the Directors were
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(f) proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
21. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, are set
out herewith as Annexure [A] and form an integral part to this
22. RELATED PARTY TRANSACTIONS
During the financial year 2014-15, all transactions entered into with
the Related Parties as defined under Section 2(76) of the Companies
Act, 2013 read with Companies (Specification of Definitions Details)
Rules, 2014 and Clause 49 of the Listing Agreement were in the ordinary
course of business and on arm''s length basis and do not attract the
provisions of Section 188 of the Companies Act, 2013. During the
financial year 2014-15, there were no transactions with related parties
which can be qualified as material transactions under the Listing
The Form AOC- 2 pursuant to Section 134 (3) (h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set
out as Annexure [B] to this Report.
23. LOANS AND INVESTMENTS:
Loans, guarantees/securities and investments as covered under Section
186 of the Companies Act, 2013 form part of the notes to the financial
24. RISK MANAGEMENT:
At present the company has not identified any element of risk which may
threaten the existence of the company.
All the properties and insurable interest of the Company are adequately
25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Board of Directors has formulated a Whistle Blower Policy which is
in compliance with the provisions of Section 177 (10) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement. The policy provides
for a framework and process whereby concerns can be raised by its
employees against any kind of discrimination, harassment, victimization
or any other unfair practice being adopted against them.
26. CORPORATE SOCIAL RESPONSIBILITY:
At present your Company does not fall under the purview of the criteria
specified under Section 135(1) of the Companies Act, 2013, therefore
constitution of CSR Committee and spending on CSR activities shall not
applicable to the Company.
27. AUDITORS AND AUDITORS'' REPORT:
At the 58th Annual General Meeting held on 16th September, 2014, M/s
Walker Chandiok & Co. LLP Chartered Accountants, were appointed as
statutory auditors of the Company to hold office till the conclusion of
the 63rd Annual General Meeting to be held in the calendar year 2019.
In terms of the first proviso to Section 139 of the Companies Act,
2013, the appointment of the auditors shall be placed for ratification
at every Annual General Meeting. Accordingly, the appointment of M/s
Walker Chandiok & Co. LLP Chartered Accountants, as statutory auditors
of the Company, is placed for ratification by the shareholders. In this
regard, the Company has received a certificate from the auditors to the
effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
The appointment of Cost Auditor for the Company is not applicable to
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company has appointed Mr. Kunal Sharma,
Practicing Company Secretary to conduct the Secretarial Audit of your
Company. The Secretarial Audit Report is annexed herewith as Annexure
- [C] to this Report.
28. EXPLANATION ON AUDITORS REPORT:
The notes to the accounts referred to in the Auditors Report are self
explanatory and therefore do not call for any separate or further
comments or explanations.
29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In view of no business operations and manufacturing activities, the
information required under Section 134 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014 with respect to the
information on conservation of energy, technology absorption and
foreign exchange earnings and outgo are not provided.
30. INTERNAL FINANCIAL CONTROLS:
The Company has adequate internal controls and checks in commensurate
with its activities. The Board has adopted the policies and procedures
for ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation
of reliable financial disclosures.
31. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/material orders passed by the Regulators or
Courts or Tribunals which would impact the going concern status of your
Company and its future operations.
Your Directors wish to place on record their appreciation for the
continued support received from stakeholders, employees at all levels,
consultants and associates of the Company.
By order of the Board of Directors
For INDIAN EXTRACTIONS LIMITED
12th August. 2015 Priyam S. Jhaveri
Mumbai Chairman & Managing Director