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Presenting Partner

Life Insurance Corporation of India

Moneycontrol

Budget 2022

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Dell Technologies

Associate Partners

Kotak Mutual Fund
Pharmeasy
Indiabulls
SBI
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Indo Amines Ltd.

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

To,

The Members,

INDO AMINES LIMITED.

The Directors are pleased to present their 25 th Annual report of the Company on the business and operations of the Company along with the Audited Financial Statements, both Standalone and Consolidated for the financial year ended 31st March, 2018.

1. FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars

Standalone

Consolidated

2017-18

2016-17*

2017-18

2016-17*

Revenue from Operations (Net)**

35,064.58

29,374.29

35,885.79

30,176.53

EBITDA

4,024.53

3,709.79

4,227.69

3,878.26

Less: Finance Cost

482.82

381.17

499.97

389.15

Less: Depreciation

1200.33

1179.04

1,227.31

1,208.13

Profit Before Exceptional Item & Tax

2341.38

2149.58

2,500.40

2,280.98

Exceptional Item

-

-

-

-

Profit Before Tax

2341.38

2149.58

2,500.40

2,280.98

Less : Tax Expense

871.31

634.77

901.75

660.42

Profit for the period from continuing operations

1470.07

1514.81

1,598.65

1,620.56

Profit before tax from discontinued operations

-

-

-

-

Tax expenses of discontinued operations

-

-

-

-

Profit for the period from continuing operations

Profit for the period

1470.07

1514.81

1,598.65

1,620.56

Attributable to:

Shareholders of the Company

1470.07

1514.81

1,598.65

1,620.56

Non Controlling Interest

-

-

-

-

Other Comprehensive Income (net of tax)

(39.70)

(7.04)

(39.63)

(5.78)

Total Comprehensive Income

1430.37

1507.77

1559.02

1614.78

Attributable to:

Shareholders of the Company

1430.37

1507.77

1559.02

1614.78

Non Controlling Interest

-

-

-

-

Opening balance in Retained Earnings

2737.90

1528.73

2976.38

1660.20

Amount Available For Appropriation

4168.27

3036.50

4535.38

3274.98

Dividend - Interim

-

-

-

-

Final

(329.17)

(164.58)

(329.17)

(164.58)

Tax on Dividend

(67.02)

(33.51)

(67.02)

(33.51)

Transfer to General Reserve

-

-

-

-

IND As adjustment

(132.61)

(100.51)

-

-

Closing Balance in Retained Earnings

3639.47

2737.90

4006.58

2976.38

* Standalone 2016-17 figures have been restated after the Amalgamation of passive business of Classic Oil Limited and Sigma Solvents Private Limited into the Company.

** Figures for Revenue from Operations are comparable numbers i.e. Excise Duty has been removed as same does not form part of Revenue post GST implementation.

2. COMPANY PERFORMANCE:

The Company has adopted Indian Accounting Standards (Ind As) with effect from 01st April, 2017, pursuant to notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. Accordingly, previous year i.e. 2016-17 numbers are regrouped/restated as per Ind-AS.

Standalone

During the financial year 2017-18, revenue from operations on standalone basis increased to RS. 35,064.58 Lakhs as against RS. 29,374.29 Lakhs in the previous year - a growth of 19.37%. EBITDA of RS. 4,024.53 Lakhs as against RS. 3,709.79 Lakhs in the previous year, PAT of RS. 1,430.37 Lakhs as against RS. 1,507.77 Lakhs in the previous year

Consolidated

During the financial year 2017-18, revenue from operations on consolidated basis increased to RS. 35,885.79 Lakhs as against Rs.30,176.53 Lakhs in the previous year - a growth of 18.92%. EBITDA of RS. 4,227.69 Lakhs as against RS. 3,878.26 Lakhs in the previous year, PAT of RS. 1,559.02 Lakhs as against RS. 1,614.77 Lakhs in the previous year.

3. CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and applicable provisions of the Companies Act, 2013 read with the rules made thereunder, the Consolidated Financial Statements of the Company for the financial year 2017-18 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors’ Report form part of this Annual Report.

4. DIVIDEND:

Your Directors have recommended a final dividend of RS. 1/- per equity share of RS. 10/- each full paid-up for the financial year ended 31st March, 2018. The total final dividend payout will amount to RS. 3,33,48,780/- excluding tax on dividend. The payment of final dividend is subject to the approval of shareholders in the Company’s ensuing 25th Annual General Meeting (‘AGM’).

The Register of Members and Share Transfer Books will remain closed from Saturday, 15th September, 2018 to Tuesday, 25th September, 2018 (both days inclusive) for the purpose of payment of final dividend for the financial year ended 31stMarch, 2018, if declared at the ensuing AGM.

5. CORPORATE RESTRUCTURING:

In the meeting held on February 15, 2017 and May 27, 2017 the Board of Directors of the Company had approved a draft Scheme of Amalgamation of the Classic Oil Limited, a Wholly Owned Subsidiary of the Company and Sigma Solvents Private Limited with the Company and their respective shareholders and creditors (‘the Scheme’). The Appointed Date for the Scheme was January 1, 2017. The Scheme has been approved by the shareholders of the Company at the NCLT Court Convened Meeting and through Postal Ballot on 30th October, 2017 and by NCLT on 29th November, 2017. Further, certified true copies of NCLT Order was filed with the Registrar of Companies, Mumbai on January 1, 2018 (‘Effective Date’).

6. TRANSFER TO GENERAL RESERVE:

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2018.

7. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANYS:

As on 31st March, 2018 the Company had the following subsidiaries & Associate Companies.

1.

Indo Amines (Malaysia) Sdn&Bhd

Subsidiary

2.

Key Organics Private Ltd

Subsidiary

3.

Indo Amines Americas LLC

Subsidiary

4.

Indo Amines (Europe) Ltd

Associate

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary & associate companies, which is forming part of the Annual Report. However, the accounts of Associate Company i.e. Indo Amines (Europe) Ltd. are not material; hence, the accounts are not considered in the consolidation.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements has been placed on the website of the Company, www.indoaminesltd. com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company. However, one of the Subsidiary Company’s i.e. Indo Amines Americas LLC accounts is not audited because as per US Law it is not mandatory to audit the accounts. Hence, unaudited accounts of the said subsidiary are considered for Consolidation. The Policy for determining material subsidiary is uploaded on the website of the Company and can be access on the company’s website www.indoaminesltd.com

The details of the subsidiaries Companies are given in ‘Form AOC-1’ as ‘Annexure - I’. Details of Indo Amines (Europe) Ltd. has not been included as it is not material in nature.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year, following are the changes in Directors and Key Managerial Personnel of the Company;

Appointment of Mr. Suneel Raje:

Mr. Suneel Raje was appointed as an Additional Director (Independent) of the Company by the Administrative Committee at their meeting held on 10th May, 2017 for the period of 5 (Five) years and the same has been approved by the Shareholders of the Company at 24th Annual General meeting held on 29th December, 2017.

Appointment of Mr. Madhav Nandgaonkar:

Mr. Madhav Nandgaonkar was appointed as an Independent Director of the Company by the Shareholders at 24th Annual General meeting of the Company held on 29th December, 2017 for the period of 5 (Five) years with effect 27th February, 2017.

Appointment of Mr. Mahendra Thakoor:

Mr. Mahendra Thakoor was appointed as an Independent Director of the Company by the Shareholders at 24th Annual General meeting of the Company held on 29th December, 2017 for the period of 5 (Five) years with effect 27th February, 2017.

Appointment of Dr. Prof. Lakshmi Kantam:

Dr. Prof. Lakshmi Kantam was appointed as an Additional Director (Independent) of the Company by the Administrative Committee at their meeting held on 27th May, 2017 for the period of 5 (Five) years and the same has been approved by the Shareholders at 24th Annual General meeting of the Company held on 29th December, 2017.

Appointment of Mr. Salim Memon:

Mr. Salim Memon was appointed as Whole-Time Director of the Company by the Shareholders at 24th Annual General Meeting of the Company held on 29th December, 2017 for a period of 3 (Three) years with effect from 29th December, 2017 to 28th December, 2020.

Appointment of Mr. Keyur Chitre:

Mr. Keyur Chitre was appointed as Whole-Time Director of the Company by the Shareholders at 24th Annual General Meeting of the Company held on 29th December, 2017 for a period of 3 (Three) years with effect from 29th December, 2017 to 28th December, 2020.

Re-appointment of Mrs. Bharati Palkar:

Mrs. Bharati Palkar was appointed as Whole-Time Director of the Company by the Shareholders at 24th Annual General Meeting of the Company held on 29th December, 2017 for period of (Three) years with effect from 1st July, 2017 to 30th June, 2020.

Appointment of Mr. Rahul Palkar:

Mr. Rahul Palkar was appointed as Joint Managing Director of the Company by the Shareholders at 24th Annual General Meeting of the Company held on 29th December, 2017 for a period of 3 (Three) years with effect from 5th August, 2016 to 4th August, 2019.

Re-appointment of Mr. Vijay Palkar:

Mr. Vijay Palkar was re-appointed as Managing Director of the Company by the Board of Directors in their meeting held on 9th February, 2018 for a further 3 (Three) years with effect from 1st April, 2018 to 31st March, 2021 subject to approval of shareholders of the Company at ensuing 25th Annual General Meeting. Appropriate resolution for the re-appointment of Mr. Vijay Palkar as Managing Director of the Company is being placed for the approval of the shareholders at the ensuing AGM.

Re-appointment of Mr. Kirit Shah:

Mr. Kirit Shah was re-appointed as Whole-Time Director of the Company by the Board of Directors in their meeting held on 9th February, 2018 for a further 3 (Three) years with effect from 1st April, 2018 to 31st March, 2021 subject to approval of shareholders of the Company at ensuing 25th Annual General Meeting. Appropriate resolution for the appointment of Mr. Kirit Shah as Whole-Time Director of the Company is being placed for the approval of the shareholders at the ensuing AGM.

Appointment of Mr. Satish Chitale:

Mr. Satish Chitale was appointed as an Additional Director (Independent) of the Company by the Board of Directors at their meeting held on 30th May, 2018. Appropriate resolution for the appointment of Mr. Satish Chitale as an Independent Director of the Company is being placed for the approval of the shareholders of the Company at ensuing 25th Annual General Meeting for the period of 5 (Five) years from the date of his appointment by the Board.

During the year under review, Mr. Ajay Marathe, Chief Financial Officer of the Company stepped down from the KMP position with effect from 09th December, 2017 and Mrs. Bharati Palkar has been appointed as Chief Financial officer of the Company with effect from May 30, 2018 by the Audit Committee and Board of Directors.

9. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and regulation16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015). The Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

10. BOARD MEETINGS HELD DURING THE YEAR:

During the year, Five (5) meetings of the Board of Directors were held. The details of the meetings and attendance of directors are furnished in the Corporate Governance Report forming part of the Annual Report attached as ‘Annexure - VIII’ to this Report.

11. COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee Comprises of 7 (Seven) Directors. The composition of the audit committee is as follows:

Sr. No.

Name of the Members

Designation

1

Mr. Nishikant Sule

Chairman

2

Mr. Vijay Bhalchandra Palkar

Member

3

Mr. Rajannan Raghavendra Ravi

Member

4

Mr. Dhawal Jitendra Vora

Member

5

Dr. Deepak Kanekar

Member

6

Mr. Madhav N. Nandgaonkar

Member

7

Mr. Mahendra R. Thakoor

Member

There were no matters during the financial year 2017- 18, where in the Board of Directors did not accept recommendations given by the Audit Committee.

12. NOMINATION AND REMUNERATION POLICY:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The said Policy also includes criteria for making payments to Non-Executive Directors. The policy is available at http://www.indoaminesltd.com/ Investors/Policies

13. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.

The Directors carried out the annual performance evaluation of the Board, Committees of Board and individual Directors along with assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms part of the Directors’ Report is annexed herewith as ‘Annexure III’.

15. CORPORATE GOVERNANCE:

As required by Chapter IV read with Schedule V, Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are part on Corporate Governance form part of this Annual Report as ‘Annexure - VIII’.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Board of Directors of your Company confirm that;

i. In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. 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 the Company as at March 31, 2018 and of the profit/loss of the Company for the year April 1, 2017 to March 31, 2018.

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iRs. the Directors have prepared the annual accounts on a ‘going concern’ basis;

Rs. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and.

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. AUDIT REPORTS AND AUDITORS:

Statutory Auditor:

M/s. Sanjay M. Kangutkar & Associates, Chartered Accountants (FRN:117959W), were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting till the conclusion of the Annual General Meeting to be held for the financial year ended 31st March, 2022 in the Financial Year 2022-2023 subject to ratification by the members at every Annual General. However, Pursuant to notification issued by the Ministry of Corporate Affairs on 7th May, 2018 notified the amendment in Section 139 of the Companies Act, 2013 pursuant to Companies Amendment Act, 2017 and the rules made there under, the mandatory requirement for ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting (“AGM”) has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM.

Further, the Auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified for such appointment.

The Auditors Report for the financial year ended 31st March, 2018 on the financial statements of the Company is a part of the Annual Report. The Auditors’ Report for the financial year ended 31st March, 2018 does not contain any qualifications, reservations or adverse remark.

Cost Auditors:

The Board of Directors of the Company, on the recommendations made by the Audit Committee, has appointed M/s. Gangan & Co, Cost Accountants (FRN:100651) as the Cost Auditor of the Company to conduct audit of cost records for the financial year 2018-19. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the Shareholders of the Company at the ensuing 25th AGM, would not exceed RS. 1,40,000/- (Rupees One Lakh Forty Thousand Only) excluding out of pocket expenses, if any.

The Company has received consent from M/s. Gangan & Co., Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records of the Company for the financial year 2018-19 along with a certificate confirming their independence and arm’s length relationship.

Secretarial Auditors:

The Board of Directors of the Company has appointed M/s. AVS & Associates, Company Secretaries as Secretarial Auditor of the Company to conduct an audit of the secretarial records for the financial year 2018-2019 as required under Section 204 of the Companies Act, 2013 and rules made there under.

The Secretarial Audit Report for financial year ended 31st March, 2018 is set out in the ‘Annexure - II’ to this report. The Observations given by the Secretarial Auditor in their Report for the financial year 2017-2018 are as follows:

18. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return as on 31st March, 2018 in Form MGT-9 in accordance with Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out in the “Annexure - V” to this report.

19. RELATED PARTY TRANSACTIONS:

During the Financial Year 2017-18, all Related Party Transactions entered into with Related Parties were at arm’s length and were in the ordinary course of the business. There were no materially significant related party transactions entered into by the Company with any related parties which require shareholders’ approval. Hence, particulars of related party contracts or arrangements in ‘Form AOC-2’ is not applicable.

Prior/Omnibus approvals are granted by the Audit Committee for all related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arm’s length basis in accordance with the provision of the Companies Act, 2013 read with the rules made there under and applicable regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) (‘Listing Regulation’) and Policy of the Company for Related Party Transactions.

All transactions with the related parties were reviewed and approved by the Audit Committee on quarterly basis as required under Listing Regulation. The particulars of contracts or arrangement with Related Parties forms part of the notes to the Financial Statements of the Company.

20. LOANS AND INVESTMENTS:

Details of loans, guarantees and investments made under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2018, are set out in Note to the Standalone Financial Statements of the Company.

21. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

22. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has clearly laid down policies, guidelines and procedures that form part of internal control systems, which provide for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently. Your Company’s internal control systems commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and Internal Auditors’ Reports are regularly reviewed by the Audit Committee of the Board. Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) is annexed with the Independent Auditors’ Report.

23. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, relevant amounts which remained unpaid or unclaimed for a period of seven years or more have been transferred by the Company to the Investor Education and Protection Fund established by Central Government. Details of unpaid and unclaimed amounts lying with the Company as on December 29, 2017 (date of last AGM) have been uploaded on the Company’s website at www.indoaminesltd.com

24. TRANSFER OF ‘UNDERLYING SHARES’ TO IEPF:

In terms of Section 124(6) of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the equity shares in respect of which dividends have remained unclaimed for a period of seven consecutive years or more to the IEPF Account established by the Central Government. Details of shares transferred have been uploaded on the website of the Company at www.indoaminesltd.com

25. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. CSR Policy of the Company and the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been attached as ‘Annexure VI’ to this Report.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments occurred which affect the financial position of the Company between the end of the financial year and date of report.

27. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established and adopted Vigil Mechanism and the policy (Whistle Blower Policy) thereof for directors and employees of the Company in accordance with the provisions of Companies Act, 2013 as well as regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy. The vigil mechanism policy is available on the website of the company at www.indoaminesltd.com

28. ENVIRONMENTAL, SAFETY AND HEALTH:

Your Company is committed to ensure a sound Safety, Health and Environment (SHE) performance related to its activities, products and services. Your Company had been continuously taking various steps to develop and adopt Safer Process technologies and unit operations. Your Company has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element, Enhanced level of training on Process and Behaviour based safety, adoption of safe & environmental friendly production process, Installation of Bioreactors, Chemical ROs, Multiple effect evaporator and Incinerator, etc to reduce the discharge of effluents, commissioning of Waste Heat recovery systems, and so on to ensure the Reduction, Recovery and Reuse of effluents & other utilities. Monitoring and periodic review of the designed SHE Management System are done on a continuous basis.

29. CREDIT RATING:

During the year, CRISIL have accorded a credit rating “BBB “ to our Company.

30. PARTICULARS OF EMPLOYEES:

The details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as ‘Annexure VII’. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may be obtained by the members by writing to the Company Secretary of the Company.

31. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year, there were no complaints filed against any of the employees of the Company under this Act.

32. GENERAL:

i. During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

ii. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India;

iii. During the year, there are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future;

iRs. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in the ‘Annexure IV’ to this report;

Rs. During the year, None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

vi. During the year, the Company has increased its Authorized Share Capital from RS. 33,00,00,000/- (Rupees Thirty Three Crores only) consisting of 3,30,00,000 (Three Crore Thirty Lakhs) Equity Shares of RS. 10/- (Rupees Ten) each to RS. 38,00,00,000/-(Rupees Thirty Eight Crores Only) divided into 3,80,00,000 (Three Crores Eighty Lakhs) Equity Shares of RS. 10/- (Rupees Ten Only) each pursuant to Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) order dated 29th November, 2017 and issued and allotted 432,000 equity shares to the Shareholders of Sigma Solvents Private Limited as consideration for amalgamation of Sigma Solvents Private Limited with the Company. Further, the Company has increased the Authorized Share Capital from RS. 38,00,00,000/- (Rupees Thirty Eight Crores Only) divided into 3,80,00,000 (Three Crores Eighty Lakhs) Equity Shares of RS.10/- (Rupees Ten Only) each to RS. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crores) Equity Shares of RS.10/- (Rupees Ten Only) pursuant to shareholders approval in 24th Annual General Meeting.

vii. During the year, the Company does not issue any ESOP scheme for its employees/Directors. Further, the Company has not issued any sweat equity shares or shares having differential voting rights

viii. There was no change in the nature of business of the Company during the financial year.

33. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and cooperation towards the progress of your Company.

On behalf of the Board of Directors

For Indo Amines Limited

SD/-

Dr. Deepak Kanekar

Place: Dombivli Chairman & Director

Date: 30th May, 2018 DIN: 02570268

Director’s Report