TO : THE MEMBERS, INDITALIA REFCON LTD. 

Your Directors present the 35th Annual Report and the Audited Accounts for the year
ended on 31st March, 2021. 


1. SUMMARY OF FINANCIAL PERFORMANCE DURING YEAR UNDER REPORT : 

The financial results for the year ended 31st March 2021 and the corresponding figures
for the last year are as under: 


  

    
Particulars
    
2020- 2021
    
2019- 2020
  
  

    

    
Rs. In lacs
    
Rs. In lacs
  
  

    
Gross Income
    
0.00
    
0.00
  
  

    
Expenses
    
4.58
    
5.50
  
  

    
Extraordinary Items
    
4.02
    
0
  
  

    
Profit before Interest, Depreciation & Tax
    
-0.56
    
0
  
  

    
Less: Finance Cost
    
0.00
    
-5.50
  
  

    
Less: Depreciation & Amortization Expense
    

    

  
  

    
Less : Tax
    

    

  
  

    
Balance Profit/ (Loss) carried to Balance Sheet
    
-0.56
    
- 5.50
  


The Company had no manufacturing or trading activities during the period and has
registered net loss of Rs.56,000/- (Rupees Fifty Six thousand only). 


2. AMOUNT SET ASIDE FOR TRANSFER TO GENERAL RESERVES & EPS ETC.: 

The Company has incurred cash loss of Rs.0.56 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.56,000/- (Rupees Fifty Six 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_2021.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, no changes had taken place in Board Composition. 


9. APPOINTMENT OF DIRECTORS IN PLACE OF THOSE RETIRING : 

Dr. Silvano D Sapeco, Director of the Company retires by rotation at this Annual
General Meeting and being eligible has offered himself for re-election. A resolution is,
accordingly recommended for the approval of members for his reappointment. 


10. AUDITORS: 

The Statutory Auditors Mr. Rajendra kumar I. Jain, Chartered Accountant were appointed
for 5 years w.e.f 1-04-2017. 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 ten (10) occasions during the financial year which are as
follows:, 11.05.2020, 30.06.2020, 20.07.2020, 30.07.2020, 31.08.2020, 17.10.2020,
13.11.2020, 03.12.2020, 12.01.2021, 11.02.2021. 


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
    
30th July 2020, 31st August, 2020,
  
  

    

    
13th November, 2020
  
  

    

    
And 11th February, 2021.
  


Nomination and Remuneration Committee Not required to meet during the year. 


  

    
Stakeholders' Relationship Committee
    
Not required to meet during the year.
  



14. DIRECTORS 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. 


BOARD INDEPENDENCE AND DECLARATION BY INDEPENDENT 

16 . 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
Act2013. 


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 : i) 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. ii) 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 has any
company ceased to be so during the year. 


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
6th September 2021, for considering the financial statements of the Co. relating to
financial year ended 31st March, 2021 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 : 06 /09/2021
    
DIN 01826116
    
DIN 02501231