To,
The Members,
Indsoya Limited
Your Directors are pleased to present their 43rd Annual Report on the state
of affairs of the Company together with the Audited Statement (Standalone) of Accounts and
the Auditors' Report of Indsoya Limited ["the Company'] for the year ended March
31st, 2023.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Company Financial Performance (Standalone) for the financial year ended on 31st
March, 2023 under review is given hereunder:
| PARTICULARS |
Standalone Financial Statements |
|
2022-2023 |
2021-2022 |
| Net Sales /Income from Business Operations |
- |
236.86 |
| Other Income |
3.24 |
11.74 |
| Total Income |
3.24 |
248.60 |
| Less: Total Expenses |
10.57 |
240.14 |
| Profit/(Loss) before Exceptional Item and tax |
(7.33) |
8.46 |
| Less: Exceptional Item |
- |
- |
| Profit/(Loss) before tax |
(7.33) |
8.46 |
| Less: Current Income Tax |
- |
2.10 |
| Less: Deferred Tax |
- |
- |
| Net Profit/(Loss) after Tax |
(7.33) |
6.36 |
| Earning per share (Basic) |
(1.83) |
1.59 |
| Earning per Share (Diluted) |
(1.83) |
1.59 |
2. REVIEW OF OPERATIONS
During the year under review, the Standalone total Income was Rs.3.24 lakhs against
Rs.248.60 lakhs for the corresponding previous yearas the Company was going through
takeover and restructuring was on the way.
Total Comprehensive loss for the period was Rs.7.33 lakhs as against the income of Rs.
6.36 lakhs in the corresponding previous year
The Company is deploying its resources in the best possible way to increase business
volumes and plans to achieve increased business.
3. DIVIDENDS
In order to conserve resources for future growth and expansion, the Directors do not
recommend any dividend on equity share capital of the Company for the Financial Year ended
on 31st March, 2023. Also, dividend distribution policy is not applicable on the company
4. TRANSFER TO RESERVES
As no transfer to any reserve is proposed, the entire balance available in the
statement of profit and loss is retained in it.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
6. CHANGE IN THE NATURE OF THE BUSINESS
No change in the nature of business activities during the year.
Pursuant to change in Management and with the aim to explore new markets and business
opportunities the Company is to adopt new Main object clause.
7. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required in terms of the Listing Regulations
is annexed to the report as Annexure I and is incorporated herein by reference and
forms an integral part of this report.
8. BUSINESS OUTLOOK
The Directors are under the process of exploring other avenues of diversifying into new
areas of business. With new management company is going into major transformation in
current and coming financial years and will explore new markets and business opportunities
as per the Main objects of the Company.
9. SHARE CAPITAL
As on 31st March, 2023, the Authorised share capital of the Company is Rs. 50,00,000/-
(Rupees Fifty Lakhs only) divided into 10,00,000 (Rupees Ten Lakhs) Equity Shares of Rs
05/-(Rupees Five only) each; and Issued, Subscribed and Paid up share capital of the
Company is Rs. 20,00,000/- (Rupees TwentyLakhs only) divided into 4,00,000 (Four Lakh)
Equity Shares of Rs. 05.00/- (Rupees Five only) each. The Company has only one class of
equity shares having at par value of Rs. 05/- per share. Each holder of equity shares
entitled to one vote per share.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Changes in Directors:
? Based on the recommendation of the Nomination and Remuneration Committee and Pursuant
to completion of open offer and takeover of the Company and change in promoters and
management in the Company, the Board of Directors at its meeting, have approved
appointment of below Directors with effect from 12th October, 2022 and who
consequently will be re-appointed at the Annual General Meeting of the Company.
| S. Name of Director No. |
DIN |
Designation |
| 1. Lovely Ghanshyam Mutreja |
03307922 |
Additional/ Managing Director/ Executive Director |
| 2. Lalita Ghanshyam Mutreja |
07514392 |
Additional/Non Executive/ Non Independent Director |
| 3. Kirit Ghanshyam Mutreja |
07514391 |
Additional / Non Executive/ Non Independent Director |
| 4. Suvarna Ramchandra Shinde |
09751614 |
Additional /Non Executive Independent Director |
| 5. Rajvirendra Singh Rajpurohit |
06770931 |
Additional /Non Executive Independent Director |
? Pursuant to completion of open offer and takeover of the Company and change in
promoters and management in the Company, the Board of Directors at its meeting, have
approved the resignation of below Directors:
| S. Name of Director No. |
DIN |
Date of Cessation |
Designation |
| 1. SaritaMansingka |
01788320 |
12/10/2022 |
Managing Director |
| 2. Prahlad Kumar Maheshwari |
01931420 |
12/10/2022 |
Non-Executive/ Independent Director |
| 3. Kailash Chandra Dawda |
01931435 |
26/11/2022 |
Independent Director |
| 4. Gopal Ramotar Khandelwal |
01744419 |
26/11/2022 |
Independent Director |
b) Key Managerial Personnel:
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company are:
| S.No. Name of KMP |
Designation |
| 1 Lovely Ghanshyam Mutreja |
Managing Director |
| 3 Satya Nayak |
Chief Financial Officer |
| 4 Ayushi Agrawal |
Company Secretary and Compliance officer |
c) Declaration by Independent Director(s):
The company has received the necessary declaration from each Independent Directors in
accordance with Section 149 (7) of the Companies Apt 2013, that they meets the criteria of
independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 and
Regulation 16(1) (b) of the SEBI Listing Regulations.
All Independent Directors of the Company have affirmed compliance with the Schedule IV
of the Act and Company's Code of Conduct for Directors and Senior Management.
All the Independent Directors of the Company have complied with the requirement of
inclusion of their names in the data bank of Independent Directors maintained by Indian
Institute of Corporate Affairs and they meet the requirements of proficiency
self-assessment test.
d) Formal Annual Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI
(LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of
its own performance, the directorsindividually as well as the evaluation of the working of
its Committees. The Directors expressed satisfactionwith the evaluation process.
11. MEETINGS OF THE BOARD
During the year, 10 (Ten) Board Meetings were convened and held, the details of which
are given below. The intervening gap between the two consecutive meetings was within the
period prescribed under the Companies Act, 2013, Secretarial Standards and the SEBI (LODR)
Regulations, 2015.
The Meetings that were held in the Financial year 2022-2023:
| S.No. Meeting |
Date |
| 1. Board Meeting |
28/05/2022 |
| 2. Board Meeting |
10/08/2022 |
| 3. Board Meeting |
18/08/2022 |
| 4. Board Meeting |
12/10/2022 |
| 5. Board Meeting |
14/10/2022 |
| 6. Board Meeting |
14/11/2022 |
| 7. Board Meeting |
26/11/2022 |
| 8. Board Meeting |
16/01/2023 |
| 9. Board Meeting |
13/02/2023 |
| 10. Board Meeting |
20/03/2023 |
12. MEETINGS OF THE INDEPENDENT DIRECTORS
During the Financial Year 2022-2023, 2 (two) Meetings of Independent Directors were
held on
11/05/2022 and 13/02/2023 without the attendance of Non-Independent Directors and
members of the Management. On 11/05/2022 to discuss and review the open offer of Indsoya
limited. On 13/02/2023 to review the performance of Non-Independent Directors and the
Board as a whole and assessed 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 its duties.
13. MEETINGS OF THE COMMITTEES
There are currently three committees of the Board, as following:
a. Audit Committee
The Audit Committee of the Company reviews the reports to be submitted with the Board
of Directors with respect of auditing and accounting matters. It also supervises the
Company's financial reporting process.
During the Financial Year 2022-2023, 5 (five) Meetings were held on 28/05/2023,
10/08/2022, 18/08/2022, 14/11/2022, 13/02/2023. The time gap between any two meetings was
not more than 4 months and the Company has complied with all the requirements as mentioned
under the Listing Agreement/SEBI (LODR) Regulations, 2015 and the Companies Act, 2013.
The composition of the Committee is as under:
| S.No. Name |
Category |
Designation |
| 1. Sarita Mansingka |
Managing Director |
Chairperson |
| 2. Prahlad Kumar Maheshwari |
Independent Director |
Member |
| 3. Kailash Chandra Dawda |
Independent Director |
Member |
Reconstitution of Audit Committee from 12/10/2022:
| S.No. Name |
Category |
Designation |
| 4. Suvarna Ramchandra Shinde |
Independent Director |
Chairperson |
| 5. Kirit Ghanshyam Mutreja |
Director |
Member |
| 6. Rajvirendra Singh Rajpurohit |
Independent Director |
Member |
b. Nomination and Remuneration Committee
The Committee's constitution and terms of reference are in compliance with provisions
of section 178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
from time to time.
During the Financial Year 2022-2023, 2 (two) Meetings were held on 12/10/2022 and
26/11/2022.
The composition of the Committee constituted as under:
| S.No. Name |
Category |
Designation |
| 1. Kailash Chandra Dawda |
Independent Director |
Chairperson |
| 2. Prahlad Kumar Maheshwari |
Independent Director |
Member |
| 3. Gopal Ramotar Khandelwal |
Independent Director |
Member |
Reconstitution of Nomination and Remuneration Committee from 12/10/2022:
| S.No. Name |
Category |
Designation |
| 1. Suvarna Ramchandra Shinde |
Independent Director |
Chairperson |
| 2. Kirit Ghanshyam Mutreja |
Director |
Member |
| 3. Rajvirendra Singh Rajpurohit |
Independent Director |
Member |
c. Stakeholders Relationship Committee
The terms of reference are in line with Section 178 of the Companies Act, 2013 and
Regulation 20 of Securities and Exchange Board of India (Listing Obligations and
Disclosure
Requirements) Regulations, 2015. The Committee reviews Shareholder's/ Investor' s
complaints like non-receipt of Annual Report, physical transfer/
transmission/transposition, split/ consolidation of share certificates, issue of duplicate
share certificates etc. This Committee is also empowered to consider and resolve the
grievance of other stakeholders of the Company including security holders.
During the Financial Year 2022-2023, 1 (One) Meeting was held on 13/02/2023
The composition of the Committee constituted as under:
| S.No. Name |
Category |
Designation |
| 4. Kailash Chandra Dawda |
Independent Director |
Chairperson |
| 5. Prahlad Kumar Maheshwari |
Independent Director |
Member |
| 6. Gopal Ramotar Khandelwal |
Independent Director |
Member |
Reconstitution of Stakeholders Relationship Committee from 12/10/2022:
| S.No. Name |
Category |
Designation |
| 1. Suvarna Ramchandra Shinde |
Independent Director |
Chairperson |
| 2. Kirit Ghanshyam Mutreja |
Director |
Member |
| 3. Rajvirendra Singh Rajpurohit |
Independent Director |
Member |
14. 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.
15. PARTICULARS OF EMPLOYEES
The provisions of Section 197 read with rule 5(2) & (3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars
of the employees to be disclosed in the Report of Board of Directors are not applicable to
the Company as none of the employees was in receipt of remuneration in excess of Rs.1.20
Crore per year during the financial year 2022-23. Details regarding rule 5(1) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are
disclosed in the Annexure III attached herewith this report.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of
Directors of the Company hereby confirms that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(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 stateof affairs of the company at the end of the financial year and of
the profit and loss of the company forthat period;
(c) The directors have 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 have prepared the annual accounts on a going concern basis; and
(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.
17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The company has no subsidiaries, joint ventures or associate companies. During the
Financial Year, no company ceased as Subsidiary, joint venture or associate of the
company.
18. STATUTORY AUDITORS:
M/s. Bhatter and Associates, Chartered Accountants (Firm Registration No. 131411 W),
the statutory auditors of the Company held the office till the conclusion of the 42nd
Annual General Meeting of the Company. In accordance with the provisions of Section 139 of
the Companies Act 2013, and the rules made thereunder, the Board on the recommendation of
the Audit Committee, had appointed M/s. DMKH & Co. Firm Registration No.: 116886W, as
the statutory auditors of the Company, for a term of five consecutive years, i.e., from
the conclusion of the 42ndAnnual General Meeting of the Company till the
conclusion of the 47th Annual General Meeting to be held in the year 2027 and
the said appointment with the approval of shareholders .
As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013
read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a
written consent and certificate from the auditors to the effect that they are eligible to
continue as Statutory Auditor of the Company.
19. AUDITORS' REPORT
Explanation on Statutory Auditors comments:
The comments made in Auditors Report read with notes on accounts are self-explanatory
and therefore, in the opinion of the Directors, do not call for any further explanation.
20. SECRETARIAL AUDIT
In terms of Section 204 of the Act and Rules made there under, M/s. Ravi Patidar and
Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the
Company. The Secretarial Audit Report forms part of Annual report as Annexure II.
21. INTERNAL FINANCIAL CONTROLS AND ADEQUACY
The Company has in place adequate internal financial controls with reference to the
financial statement. The Internal Audit of the Company is regularly carried out to review
the internal control systems and processes. The Audit Committee of the Board periodically
reviews the internal control systems with the management,Internal Auditors and Statutory
Auditors.
Significant internal audit findings are discussed and follow-ups aretaken thereon.
Further, Mr.AbhishekSarda appointed as an Internal Auditor of the Company with effect
from the Financial Year 2023-24.
22. SHARES
Buy Back of Securities:
The Company has not bought back securities during the year under review.
Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year under review.
Bonus Shares:
The Company has not issued any Bonus Shares were not issued during the year under
review.
Employee Stock Option Plan:
The Company has not provided any Stock Option Scheme to the Employees.
23. VIGIL MECHANISM
The company has formulated a Whistle Blower Policy to provide Vigil Mechanism for
employees of the company to report genuine concerns. The provisions of this policy are in
line with the provisions of the Section 177 (9) of the Act and the Listing Regulations.
24. RISK MANAGEMENT POLICY
The Company's principal financial liabilities include trade and other payables. The
Company's principal financial assets include cash and cash equivalents and others. The
Company is exposed to liquidity risk and market risk. The Company's senior management
oversees the management of these risks. The Company's senior management provides assurance
that the Company's financial risk activities are governed by appropriate policies and
procedures and that financial risks are identified, measured and managed in accordance
with the Company's policies and risk objectives. Risk management policy of the company has
been placed on the Company website at www.indsoya.com. Presently, Regulation 21 of the
SEBI LODR with respect to Risk Management Committee is not applicable to your Company.
25. CORPORATE GOVERNANCE
As stipulated vide regulation 15(2) of the SEBI (LODR) Regulations, 2015, the
requirement of furnishing report on corporate governance is not applicable to your Company
as it's paid up capital and net-worth is below the threshold limit prescribed for the
purpose.
26. DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on public deposits was outstanding as on the date of the Balance
Sheet.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
Full particulars of loans and guarantees given and investments made under Section 186
of the Companies Act, 2013 are given separately in the Financial Statements of the Company
read with Notes to Accounts which may be read in conjunction with this Report.
28. RELATED PARTY TRANSACTIONS
All Related Party transactions that were entered into during the financial year under
reference were on the arm's length basis and were in ordinary course of business and in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. There are no materially
significant related party transactions between the Company and the Promoters, Directors,
Key Managerial Personnel, Subsidiaries, relatives or other designated persons, which may
have a potential conflict with the interest of the Company at large. Accordingly,
particulars of contracts or arrangements with related parties referred to in Section
188(1) along with the justification for entering into such contract or arrangement in form
AOC-2 in terms of Section 134 of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014 is not applicable to the Company. Please refer Note 20
of Notes to accounts for related party transactions as per IND AS-24 and Schedule V of the
SEBI (LODR) 2015 as amended from time to time.
All Related Party Transactions were placed before the Audit Committee and have been
approved by the Board. Omnibus approval of Audit Committee is obtained for the
transactions that are foreseen and repetitive in nature.
Your Company has formulated a policy on related party transactions, which is also
available on Company's websitewww.indsoya.com
29. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE
a. Conservation of Energy, Technology Absorption
Company has limited scope for undertaking energy conservation exercises, but
nevertheless continues to emphasize work practices that result in conservation of energy.
At the offices of your Company, special emphasis is placed on installation of
energy-efficient lighting devices, use of natural light as best as possible, and adoption
of effective procedures for conservation of electricity, water, paper and other materials
that consume natural resources.
b. Technology absorption
The activities of the Company do not as such involve any technology absorption or
expenditure on research and development. Nonetheless, the Company's endeavours would be to
achieve what is best possible in its business.
c. Foreign Exchange Earning and Outflow
During the year under review, there was no earning or outgoing in foreign exchange.
30. COST AUDIT
As per the Cost Audit Orders and in terms of the provisions of Section 148 and all
other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and
Auditors) Rules, 2014, Cost Audit is not applicable to our Company.
31. CORPORATE SOCIAL RESPONSIBILITIES (CSR)
Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of
rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a
net profit of rupees five crore or more during any financial year shall constitute a
Corporate Social Responsibility (CSR) Committee of the Board. Your Company does not fall
under the provisions of aforesaid Section; therefore, CSR Committee has not been
constituted.
32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in Company's premises through various interventions and
practices. The
Company always endeavours to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
During the year, pursuant to the legislation 'Prevention, Prohibition and Redressal of
Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India,
which came into effect from 9 December 2013, the Company has framed a Policy on Prevention
of Sexual Harassment at Workplace. There was no case reported during the year under review
under the said Policy.
33. SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of Company Secretaries of India
and such systems are adequate and operating effectively.
34. DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016
During the year under review, there were no applications made or proceedings pending in
the name of the company under the Insolvency and Bankruptcy Code, 2016.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators / Courts /
Tribunals which would impact the going concern status of the Company and its future
operations.
36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments, affecting the financial position of the Company
occurred between the end of the Financial Year of the Company i.e., 31st March, 2023 and
the date of this Directors' Report i.e., 14th August, 2023 except as mentioned
in this Report.
37. DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITOR
No fraud by the Company and no material fraud on the Company has been noticed or
reported during the year.
38. WEBSITE
As per Regulation 46 of SEBI (Listing, Obligation and Disclosure Requirements)
Regulation, 2015, the Company has maintained a functional website namely
"www.indsoya.com" containing basic information about the Company like: Details
of business, financial information, shareholding pattern, compliance, contact information
of the designatedofficials of the Company who are responsible for assisting and handling
investor grievancesfor the benefit of all stakeholders of the Company. The contents of the
said website areupdated on regular basis.
39. ACKNOWLEDGEMENT
The Board of Directors would like to acknowledge all its stakeholders and is grateful
for the support received from suppliers and business associates.
Your directors take this opportunity to place on record their appreciation and sincere
gratitude to the Government of India, Government of Maharashtra and the Bankers to the
Company for their valuable support and look forward to their continued co-operation in the
years to come.
For and On Behalf of the Board of Directors
Indsoya Limited
| Lovely Ghanshyam Mutreja |
Kirit Ghanshyam Mutreja |
| Managing Director |
Director |
| DIN: 03307922 |
DIN: 07514391 |
| Date: 14th August, 2023 |
|
| Place: Mumbai |
|
|