Financials 2023 24 Annual
Financials 2023 24 Annual
Financials 2023 24 Annual
To, To,
The Manager, Listing Department The General Manager, Listing Department
National Stock Exchange of India Ltd. BSE Limited
Plot no. C/1G Block, Phiroze Jeejeebhoy Towers,
Bandra-Kurla Complex, Bandra (East), Dalal Street,
Mumbai-400051 Mumbai-400001
Symbol: INDOAMIN Script Code: 524648
Sub: Annual Report Financial Year 2023-24, Notice convening 31st Annual General Meeting
(“AGM”) and Intimation of Record Date
Dear Sir/Madam,
Pursuant to Regulation 34(1) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), please find enclosed
Notice convening the 31st AGM and the Annual Report of the Company for Financial Year 2023-
24. The Annual Report contains the information to be given and disclosures required to be made
in terms of Regulation 34 (2) and 34 (3) of the SEBI Listing Regulations.
The Notice convening the 31st AGM and the Annual Report of the Company for the financial
year 2023-24 has been sent to all the members of the Company whose email addresses are
registered with the Company /Registrar and Share Transfer Agent/ Depository Participant(s),
in compliance with relevant circulars issued by Ministry of Corporate Affairs and the Securities
and Exchange Board of India.
The AGM of the Company will be held on Tuesday, 24th September, 2024, at 11.30 a.m. through
Video Conferencing/ Other Audio-Visual Means in accordance with the relevant circulars.
The Annual Report for the financial year 2023-24 is also being made available on the website of
the Company at https://indoaminesltd.com/investors/
Further to our intimation dated 08th August, 2024, wherein we had intimated details relating to
Book Closure, please note that the Company has fixed Tuesday, 17th September, 2024, as the
Record Date for determining entitlement of members to Final Dividend for the financial year
ended on 31st March, 2024. The payment of Dividend, subject to approval of the members at the
ensuing AGM, will be made on or after Wednesday, 25th September, 2024.
Tripti Sharma
Company Secretary & Compliance Officer
Membership No: - A39926
Encl: As above
31st ANNUAL REPORT
2023-2024
VISION
To be one of the Leading Indian Chemical
Manufacture taking India to the world.
MISSION
Indo Amines Limited’s (‘IAL’) mission is to be
best-in-class Chemical Company committed
to excellence in Chemical manufacture
which provides its customer with strong
mix of technical competency and Customer
service.
IAL aims to enrich the product lines by
providing unique specialty chemicals of
high quality to enhance production and give
maximum cost benefit to Buyers.
2023-24
ANNUAL REPORT
Notice
NOTICE IS HEREBY GIVEN THAT THE 31ST ANNUAL GENERAL MEETING OF THE MEMBERS OF INDO AMINES LIMITED WILL
BE HELD ON TUESDAY 24TH, SEPTEMBER, 2024, AT 11:30 A.M.(IST) THROUGH VIDEO CONFERENCING/OTHER AUDIO-
Notice
VISUAL MEANS TO TRANSACT THE FOLLOWING BUSINESSES THE VENUE OF THE MEETING SHALL BE DEEMED TO BE THE
REGISTERED OFFICE OF THE COMPANY AT W-44, MIDC PHASE II, DOMBIVLI (E), DIST. THANE – 421203.
ORDINARY BUSINESS:
1. Adoption of Financial Statements for the Financial Year ended March 31, 2024:
To receive, consider and adopt the Audited Financial Statements for the year ended March 31, 2024, together with the Reports
of the Board of Directors and the Auditors thereon and the Audited Consolidated Financial Statements for the year ended March
31, 2024 and the reports of auditors thereon;
2. Declaration of Final Dividend on Equity Shares for the Financial Year ended March 31, 2024:
To consider and declare Final Dividend of 10 % i.e. ¢ 0.50 per equity share on face value of ¢ 5/- each for the financial year
ended March 31, 2024, as recommended by the Board.
Directors’ Report
3. Re-Appointment of Mr. Rahul Palkar (DIN: 00325590), Director liable to Retire by Rotation and who had
offered himself for re-appointment:
To appoint a director in place of Mr. Rahul Palkar (DIN: 00325590) who retires by rotation and being eligible offers himself for
re-appointment.
4. Re-Appointment of Mr. Adhikrao A. Shingade (DIN: 09219226), Director liable to Retire by Rotation and who
had offered himself for re-appointment:
To appoint a director in place of Mr. Adhikrao A. Shingade (DIN: 09219226) who retires by rotation, and being eligible offers
himself for re-appointment.
Annexures to Directors’ Report
5. Appointment of M/s. Kulkarni & Khanolkar (FRN: 105407W) as Statutory Auditor of the Company for a period
of 5 Years
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 and other applicable provisions, if any, of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) and pursuant to the recommendations of the Audit Committee and the Board of Directors of
the Company, M/s. Kulkarni & Khanolkar., Chartered Accountants, Mumbai (FRN: 105407W) be appointed as Statutory Auditor
of the Company to hold office from the conclusion of this 31st Annual General Meeting till the conclusion of the 36th Annual
General Meeting to be held for the financial year ended 31st March, 2029 in the Financial Year 2029-30 on such remuneration
as may be recommended by the Audit Committee and decided by the Board of Directors in consultation with the Statutory
Auditors of the Company in addition to applicable taxes, reimbursement of all out-of-pocket expenses as may be incurred in
connection with the audit of the accounts of the Company.
Standalone Financial Statements
RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to sign and execute all applications,
documents, writings and filling of requisites forms that may be required on behalf of the Company and generally to do all acts,
deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect this resolution.”
SPECIAL BUSINESS:
6. Ratification of remuneration of Cost Auditor:
To consider and if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013
(‘the Act’) read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014
(including any statutory amendment(s), modification(s) or re-enactment(s) thereof, for the time being in force), and pursuant to
the recommendation of the Audit Committee and the Board of Directors, the remuneration payable to M/s. Gangan & Company,
Consolidated Financial Statements
Cost Accountants (FRN:100651) who were appointed by the Board of Directors of the Company to conduct the audit of the
Cost records of the Company for the financial year 2024-25 amounting to not exceeding ¢ 3,00,000/- (Rupees Three Lakh Only)
plus applicable GST and reimbursement of travelling and out of pocket expenses be and is hereby ratified and approved.
RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to settle any question, difficulty
or doubt, that may arise in giving the effect to this resolution and to do all acts, deeds and things that may be necessary, proper,
expedient or incidental for the purpose of giving effect this resolution.”
7. To approve the re-appointment of Mr. Pradeep Thakur, (DIN: 00685992) as an Independent Director of the
Company:
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read along
Notice (Contd..)
with Schedule IV to the Companies Act, 2013 (‘the Act’) [including any statutory modification(s) or re-enactment(s) thereof for
the time being in force], the Companies (Appointment and Qualifications of Directors) Rules, 2014 Regulations, 2015 including
Notice
any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force (‘Listing Regulations’),
and as approved by Board of Directors of the Company based on the recommendations of the Nomination and Remuneration
Committee, Mr. Pradeep Thakur, (DIN: 00685992), who was appointed as an Independent Director, for a period of 3 years
i.e., from February 25, 2022 to February 24, 2025 and who is eligible for being re-appointed as an Independent Director and
in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of
Independent Director and who meets the criteria for independence as provided in Section 149 of the Act along with the rules
made thereunder and Regulation 16 of Listing Regulations, be and is hereby re-appointed as an Independent Director of the
Company, not liable to retire by rotation, to hold office for a second term of Five consecutive years commencing from February
25, 2025 to February 24, 2030.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may
be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and
Directors’ Re port
incidental thereto and to sign and execute all documents and filling of requisites forms that may be required on behalf of the
Company, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose
of giving effect to this resolution.”.
8. To approve the re-appointment of Mr. Ajay Marathe, (DIN: 09522762) as an Independent Director of the
Company:
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read along
with Schedule IV to the Companies Act, 2013 (‘the Act’) [including any statutory modification(s) or re-enactment(s) thereof for
the time being in force], the Companies (Appointment and Qualifications of Directors) Rules, 2014Regulations, 2015 including
Registered office:
W-44, Phase – II, MIDC, Dombivli (E)
Dist. Thane – 421 203
NOTES:
1. Pursuant to General Circular No.14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, Circular
No. 20/2020 dated May 05, 2020, Circular No. 02/2021 dated January 13, 2021, Circular No. 19/2021 dated December 08,
2021, Circular No. 21/2021 dated December 14, 2021, Circular No. 02/2022 dated May 05, 2022 and Circular No. 10/2022
dated December 28, 2022, and General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate
Affairs (“MCA Circulars”), Circular No. SEBI/HO/CFD/ CMD1/CIR/ P/2020/79 dated May 12, 2020, Circular No. SEBI / HO/
CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, Circular SEBI / HO / CFD /CMD2 /CIR/P/2022/62 dated May 13, 2022
and Circular SEBI /HO/CFD/PoD2/P/CIR/2023/4 dated January 05, 2023, issued by the Securities and Exchange Board of India
Notice (Contd..)
(“SEBI Circulars”) and in compliance with the provisions of the Companies Act, 2013 (“Act”) and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing Regulations/SEBI Listing Regulations”) the 31st Annual General Meeting
Notice
(‘31st AGM/AGM’) of the Company is being conducted through VC/OAVM Facility, which does not require physical presence
of members at a common venue. The deemed venue for the 31st AGM shall be the Registered Office of the Company.
2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014, Regulation 44 of Listing Regulations, as may be amended, and MCA Circulars, the Company is
providing facility of remote e-voting to its Members in respect of the business to be transacted at the 31st AGM . For this purpose,
the Company has entered into an agreement with National Depository Services (India) Limited (‘NSDL) for facilitating voting
through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting,
participation in the AGM through VC/OAVM and the e-voting system on the date of the 31st AGM will be provided by NSDL.
3. For convenience of the members and proper conduct of the AGM, Members can login and join the AGM in the VC/OAVM
mode at least 15 (fifteen) minutes before the time scheduled of the commencement of the Meeting by following the procedure
Directors’ Report
mentioned below. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members
on a first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more Shareholding),
Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination
and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM
without restriction on account of first come first served basis.
4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the
quorum under Section 103 of the Companies Act, 2013.
5. Pursuant to MCA Circular No.14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, Circular No.
20/2020 dated May 05, 2020, Circular No. 02/2021 dated January 13, 2021, Circular No. 19/2021 dated December 8, 2021,
Circular No. 21/2021 dated December 14, 2021 and Circular No. 02/2022 dated May 5, 2022, Circular No. 10/2022 dated
Annexures to Directors’ Report
December 28, 2022, and General Circular No. 09/2023 dated September 25, 2023, respectively as the AGM shall be conducted
through VC/ OAVM, the facility for appointment of proxy by the members to attend and cast vote for the members is not available
for this AGM and hence the proxy form and attendance slip including Route map are not annexed to the Notice. However,
in pursuance of Section 113 of the Companies Act, 2013, the Body Corporate member/ institutional members are entitled to
appoint authorized representatives to attend the AGM through VC/OAVM and participate and cast their votes through e-voting.
Accordingly, Institutional / Corporate Members are requested to send a scanned copy (PDF / JPEG format) of the Board Resolution
authorizing its representatives to attend and vote at the AGM, pursuant to Section 113 of the Act, at shares@indoaminesltd.com
6. Regulation 36 (1)(b) and (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 prescribes that a listed entity shall send a hard copy of the statement containing salient features of all the
documents, as prescribed in Section 136 of the Companies Act, 2013 to the shareholders who have not registered their email
addresses and hard copies of full annual reports to those shareholders, who request for the same, respectively. However, in
line with the General Circular No.14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, Circular
Standalone Financial Statements
No. 20/2020 dated May 05, 2020, Circular No. 02/2021 dated January 13, 2021, Circular No. 19/2021 dated December 8,
2021, Circular No. 21/2021 dated December 14, 2021, Circular No. 02/2022 dated May 5, 2022 and Circular No. 10/2022
dated December 28, 2022, and General Circular No. 09/2023 dated September 25, 2023, respectively, issued by the Ministry
of Corporate Affairs and Circular No. SEBI/HO/ CFD/CMD1/CIR/ P/2020/79 dated May 12, 2020, Circular No. SEBI/HO/CFD/
CMD2/CIR /P/2021/11 dated January 15, 2021 and Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 issued
by SEBI, owing to the difficulties involved in dispatching of physical copies of the Annual Report for the Financial Year 2023-24
and the Notice of AGM are being sent in electronic mode to Members whose names appear on the Register of Members/ List of
Beneficial owners as received from M/s. Bigshare Services Private Limited (“RTA”) and whose email address is available with the
RTA, the Company or the Depository Participant(s) as on 30th August, 2024. The Members may note that, Notice and Annual
Report 2023-24 can also be accessed on the website of the Company at www.indoaminesltd.com and on the website of the
Stock Exchanges i.e. BSE Limited at www.bseindia.com.The AGM Notice is also disseminated on the website of NSDL (agency
for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evoting.nsdl.com Interested Members
Consolidated Financial Statements
can write to the company at shares@indoaminesltd.com for hard copy of Annual Report for the financial year 2023-24.
7. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted
at the 31st Annual General Meeting (‘AGM’) and the relevant details of directors seeking re-appointment as required under
Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
and Secretarial Standards -2 on General Meetings issued by the Institute of Company Secretaries of India is annexed thereto.
8. In terms of the SEBI Listing Regulations, securities of listed companies can only be transferred in dematerialized form with effect
from April 01, 2019. In view of the above, Members are advised to dematerialize shares held by them in physical form.
9. The Members holding the shares in physical form are requested to notify immediately any update/change of address and/or details
of PAN and Bank account to M/s. Bigshare Services Private Limited, the Registrar and Share Transfer Agent of the Company. In
case shares held in dematerialised form, the information regarding change/update of address, details of bank and PAN should
be given to their respective Depository Participant.
Notice (Contd..)
10. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members
of the Company will be entitled to vote at the AGM.
Notice
11. The register of Members and Share Transfer Books of the Company will remain closed from September 18, 2024, to September
24, 2024, (both days inclusive) for the purpose of the 31st AGM of the Company.
12. The Members who wish to claim dividends, which have remained unclaimed, are requested to contact the Secretarial Department,
at the Registered Office of the Company or office of the Registrar and Share Transfer Agent (‘RTA’) of the Company i.e. M/s
Bigshare Services Private Limited Members are requested to note that dividends not claimed within seven years from the date
of transfer to the Company’s Unpaid Dividend Account will be transferred to the Investor Education Protection Fund (‘IEPF’),
as per provisions of Section 124 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the
time being in force). Final Dividend for the Financial Year 2016-17 is due for transfer to IEPF in the month of March 2, 2025.
Shareholders are requested to ensure that they claim the dividend before transfer of the said amount to IEPF Authority. The
Company has uploaded the information of unclaimed/ unpaid dividend in respect of the financial years on the website of IEPF
Directors’ Re port
viz. “www.iepf.gov.in” and on the website of the Company viz. “www.indoaminesltd.com”
13. The details of unpaid or unclaimed dividends, along with the due dates for transfer to the Investor Education and Protection
Fund (IEPF) of the Central Government pursuant to Section 124 of the Companies Act are provided in the Corporate Governance
Report, which forms part of the Board of Directors Report. Further, those Shareholders who have a valid claim to any unclaimed
dividends which are not yet transferred, may claim the same from the Company immediately. Pursuant to Section 124(2) of the
Companies Act, 2013, the Company has uploaded details of unpaid and unclaimed amounts lying with the Company in respect
of dividends declared for the Financial Year 2022-23, on the website of the Company, www.indoaminesltd.com
14. Members who have not claimed their dividend(s) are requested to make their claim to the Company at the Registered Office
or to the Registrar & Share Transfer Agent of the Company at the earliest but not later than the due dates for transfer to IEPF.
Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
the Income Tax Act, 1961, at applicable rate, including surcharge and cess.
d) For Other Non-Resident Shareholders, taxes are required to be withheld in accordance with the provisions of Section
195 of the Income Tax Act, 1961, at the rates in force. However, as per Section 90 of the Income Tax Act, 1961, the Non-
Resident Shareholder has the option to be governed by the provisions of the Double Tax Avoidance Agreement (DTAA)
between India and the country of tax residence of the Shareholder, if they are more beneficial to them. For this purpose,
i.e., to avail the Tax Treaty benefits, the Non-Resident Shareholder will have to provide the following:
• Self-attested copy of Tax Residency Certificate (TRC) obtained from the tax authorities of the country of which the
Shareholder is resident;
• Self-declaration in Form 10F;
Notice (Contd..)
• Self-attested copy of the Permanent Account Number (PAN) Card allotted by the Indian Income Tax authorities;
• Self-declaration, certifying the following points:
Notice
i. Member is and will continue to remain a tax resident of the country of its residence during the Financial Year
2023-24;
ii. Member is eligible to claim the beneficial DTAA rate for the purposes of tax withholding on dividend declared by
the Company;
iii. Member has no reason to believe that its claim for the benefits of the DTAA is impaired in any manner;
iv. Member is the ultimate beneficial owner of its shareholding in the Company and dividend receivable from the
Company; and
v. Member does not have a taxable presence or a permanent establishment in India during the Financial Year 2023-
Directors’ Report
24.
Please note that the Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction / withholding
on dividend amounts. Application of beneficial DTAA rate shall depend upon the completeness and satisfactory review by the
Company, of the documents submitted by Non- Resident Shareholder.
16. Shareholders may make an online submission of Form 15G / 15H and Form 10F, along with the requisite supporting documents
as mentioned above, as applicable, on the website of M/s. Bigshare Services Pvt. Ltd.(at www.bigshareonline.com). The
Shareholders may also download these forms from RTA’s website and send physical copies of the duly filled forms/documents
to RTA’s Registered Office at Office No S6-2, 6th floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road,
Andheri (East) Mumbai – 400093, Maharashtra, India. The aforesaid declarations and documents need to be submitted by the
Shareholders on or before September 17, 2024 by 11.59 p.m. (IST) to M/s. Bigshare Service Pvt. Ltd. It may please be noted
Annexures to Directors’ Report
that Forms received after the said date and incomplete or incorrect forms shall not be considered and shall not be eligible for
non-deduction or lower deduction of tax.
17. It may be further noted that in case the tax on said dividend is deducted at a higher rate in absence of receipt of the aforementioned
details / documents from a Shareholder, there would still be an option available with such Shareholder to file the return of income
and claim an appropriate refund, if eligible.
The Company/RTA shall arrange to e-mail the soft copy of TDS certificate to a Shareholder on its registered email ID in due
course, post payment of the said Dividend.
18. Shareholders can avail the facility of nomination in respect of shares held by them in physical form, pursuant to the provisions
of Section 72 of the Companies Act, 2013 read with the Rules framed thereunder. Members desiring to avail of this facility may
send their nomination in the prescribed Form No. SH-13 duly filled in to M/s. Bigshare Services Pvt. Ltd. Members holding in
Standalone Financial Statements
electronic form may contact their respective Depository Participants for availing this facility.
19. The Securities and Exchange Board of India (“SEBI”) has made it mandatory for all listed companies to use the Bank Account
details furnished by the Depositories and the Bank Account details maintained by the RTA for payment of Dividend through
Electronic Clearing Service (ECS) to investors wherever ECS and Bank details are available. In the absence of ECS facilities,
the Company will print the Bank Account details, if available, on the payment instrument for distribution of Dividend. The
Company will not entertain any direct request from Members holding shares in electronic mode for deletion of / change in such
Bank Account details. Further, Instructions if any, already given by them in respect of shares held in physical form will not be
automatically applicable to shares held in the electronic mode. Members who wish to change such Bank Account details are
therefore requested to advise their Depository Participant(s) about such change, with complete details of Bank Account.
20. Shareholders holding the shares in electronic mode may please note that their dividend would be paid through National
Electronic Clearing System (NECS) or Electronic Clearing Services (ECS) at the available RBI locations or NEFT. The dividend
would be credited to their bank account as per the mandate given by the Shareholders to their Depository Participant(s). In the
Consolidated Financial Statements
absence of availability of NECS/ECS/NEFT facility, the dividend would be paid through warrants and the Bank details as furnished
by the respective Depositories to the Company will be printed on their dividend warrants as per the applicable Regulations.
For Shareholders who have not updated their bank account details, Dividend Warrants / Demand Drafts will be sent to their
registered addresses upon normalization of the postal services.
21. Shareholders are requested to send their Bank Account particulars (viz. Account No., Name & Branch of the Bank and the MICR
Code) to their Depository Participants (DPs) in case the shares are held in electronic mode or to Bigshare Services Pvt. Ltd., the
Registrar and Share Transfer Agent in case the shares are held in physical mode for printing on dividend warrant to ensure that
there is no fraudulent encashment of the warrants.
22. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every
participant in securities market. Members holding shares in dematerialized form are, therefore, requested to submit their PAN
Notice (Contd..)
to the Depository Participant(s) with whom they are maintaining their demat accounts. Members holding shares in physical form
can submit their PAN details to Bigshare Services Pvt. Ltd.
Notice
23. Shareholders holding shares in electronic form are hereby informed that bank particulars registered against their respective
depository accounts will be used by the Company for payment of dividend. For the safety and interest of the Shareholders, it
is important that bank account details are correctly provided to the Depository Participants and registered against their demat
account.
24. Shareholders holding shares in physical mode, who have not provided the information regarding bank particulars, are requested
to register/update their Bank details (e.g. name of the bank and the branch, bank account number, 9 digits MICR number, 11
digit IFS Code and the nature of account) online with Bigshare on its website (at www.bigshareonline.com) along with the copy
of the signed request letter mentioning the name and address of the Shareholder, scanned copy of the Share Certificate (front
and back), self-attested copy of the PAN Card, and self-attested copy of any document (eg.: Driving License, Election Identity
Card, Passport) in support of the address of the Shareholder along with a copy of latest cancelled cheque with the Shareholder’s
Directors’ Re port
name. Shareholders holding shares in electronic mode are requested to register their Bank details with the relevant Depository
Participant.
25. SEBI has mandated those securities of listed companies can be transferred only in dematerialized form from April 01, 2019,
except in case of transmission and transposition of securities. In view of the same and to avail various benefits of dematerialization,
Shareholders are advised to dematerialize shares held by them in physical form and for ease in portfolio management. Shareholders
can contact the Company or Bigshare Services Pvt. Ltd. for assistance in this regard. Shareholders holding shares in more than
one folio in the same name(s) are requested to send the details of their folios along with share certificates so as to enable the
Company to consolidate their holding into one folio.
26. The Board of Directors have appointed Mr. Vijay Yadav (Membership No. FCS F11990) Partner of M/s. AVS & Associates,
Practicing Company Secretaries as the Scrutinizer to scrutinize the votes cast through the e-voting system at the meeting and
Act, and all other documents referred to in the Annual Report, will be available in electronic mode. Members can inspect the
same by sending an email to shares@indoaminesltd.com.
33. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-
The remote e-voting period begins on Saturday, 21st September 2024 at 9:00 A.M. and ends on Monday, 23rd September, 2024
at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear
in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Tuesday, 17th September, 2024, may
cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share
capital of the Company as on the cut-off date, being Tuesday, 17th September, 2024.
Notice (Contd..)
Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on
3. Visit theae-Voting
Shareholders Personal website
Computer of or
NSDL. Open web
on a mobile. Onbrowser
the e-Services home page click on the “Beneficial Owner”
holding by icon under “Login”
typing the which following
is available underURL:‘IDeAS’ section , this will prompt you to enter your existing
User ID and Password. After
securities inhttps://www.evoting.nsdl.com/ successful authentication,
either on a Personal you will be able to see e-Voting services under
demat mode Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to
Computer or on a mobile. Once the home page of e-
with NSDL. see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be
Voting system is launched,
re-directed to e-Voting click on the
website icon “Login”
of NSDL for casting your vote during the remote e-Voting period or
which is joining
available undermeeting
virtual ‘Shareholder/Member’
& voting duringsection. A
the meeting.
new screen will open. You will have to enter your User ID
2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select
(i.e. your“Register
sixteen digit
Onlinedemat account
for IDeAS number
Portal” holdatwith
or click https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
NSDL), Password/OTP and a Verification Code as shown
Annexures to Directors’ Report
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
on the screen. After successful authentication, you will be
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page
redirected
of to NSDL Depository
e-Voting site wherein
system is launched, clickyou
oncan
theseeicon “Login” which is available under ‘Shareholder/
e-VotingMember’
page. Click on Acompany
section. new screen namewill or e-Voting
open. You will have to enter your User ID (i.e. your sixteen digit
demat account
service provider i.e. NSDLnumber holdwill
and you withbeNSDL), Password/OTP
redirected to and a Verification Code as shown on the
e-Votingscreen.
websiteAfter successful
of NSDL authentication,
for casting your vote you will be redirected to NSDL Depository site wherein you
during
can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will
the remote e-Voting period
be redirected or joining
to e-Voting virtual
website meeting
of NSDL &
for casting your vote during the remote e-Voting period or
voting during the meeting.
joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning
the QR code mentioned below for seamless voting experience.
Standalone Financial Statements
Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and
Individual Shareholders Shareholders
1. Users who have opted
password. Option for will
CDSL Easi / available
be made Easiest facility,
to reach e-Voting page without any further authentication.
holding securities in demat
holding can loginThethrough
users totheir
loginexisting user id
Easi /Easiest areand password.
requested to visit CDSL website www.cdslindia.com and click on
mode with CDSL securities inOption will
loginbe iconmade
& New available
SystemtoMyeasi
reach Tabe-Voting pageuser your existing my easi username & password.
and then
demat mode without
2. any
with CDSL /Easiest Afterfurther authentication.
successful login the EasiThe/ Easiest
users touser
login
willEasi
be able to see the e-Voting option for eligible companies
Consolidated Financial Statements
Notice (Contd..)
Notice
Individual You can also login using the login credentials of your demat account through your Depository Participant
Shareholders registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click
(holding on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication,
securities wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and
in demat you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period
mode) login or joining virtual meeting & voting during the meeting.
through
their
depository
participants
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Directors’ Re port
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders holding securities Members facing any technical issue in login can contact NSDL helpdesk by
in demat mode with NSDL sending a request at evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL helpdesk by
in demat mode with CDSL sending a request at helpdesk.evoting@cdslindia.com or contact at toll free
no. 1800-21-09911
B)
Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding
Notice (Contd..)
ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical
form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
Notice
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders
whose email ids are not registered.
6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL)
option available on www.evoting.nsdl.com.
b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.
nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com
mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of
Directors’ Report
NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose
voting cycle and General Meeting is in active status.
Annexures to Directors’ Report
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote
during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish
to cast your vote and click on “Submit” and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the
Standalone Financial Statements
relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are
authorized to vote, to the Scrutinizer by e-mail to vijay.yadav@avsassociates.co.in with a copy marked to evoting@nsdl.com.
Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of
Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab
in their login.
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password
confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password.
In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option
available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for
Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request
to Mr. Sagar S. Gudhate, Senior Manager at evoting@nsdl.com
Consolidated Financial Statements
Process for those shareholders whose email ids are not registered with the depositories for procuring user id
and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate
(front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by
email to shares@indoaminesltd.com.
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID),
Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR
(self attested scanned copy of Aadhar Card) to shares@indoaminesltd.com. If you are an Individual shareholders holding
securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for
e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
Notice (Contd..)
3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting
by providing above mentioned documents.
Notice
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders
holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and
Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat
account in order to access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted
their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote
through e-Voting system in the EGM/AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be
Directors’ Re port
eligible to vote at the EGM/AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of
the EGM/AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:
1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system.
Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login,
you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on
VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login
where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password
for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions
of the Company through Postal ballot dated 02nd February 2024, for a period of 1 years, up to the conclusion of 31st Annual General
Meeting due to resignation of M/s. V.S. Somani & Co. Chartered Accountant, it is hereby recommended by Audit Committee & Board
of Directors of the Company to appoint M/s. Kulkarni & Khanolkar Chartered Accountants, (FRN: 105407W) as Statutory Auditor of
the company for a next term of 5 years. M/s. Kulkarni & Khanolkar, Chartered Accountants, are eligible and have given their consent
for their appointment as Statutory Auditors of the Company and has issued certificate confirming that their appointment, if made,
will be within the limits prescribed under the provisions of Section 139 of the Companies Act, 2013 (‘the Act’) and the rules made
thereunder. M/s. Kulkarni & Khanolkar., Chartered Accountants, have confirmed that they are eligible for the proposed appointment
under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. M/s. Kulkarni & Khanolkar.,
Chartered Accountants, Mumbai (FRN: 105407W), be is hereby proposed to appoint as the Statutory Auditors of the Company for
a term of five consecutive years, who shall hold office from the conclusion of this 31st Annual General Meeting till the conclusion
of 36th Annual General Meeting to be held for the financial year ended 31st March, 2029, in the Financial Year 2029-30 on such
Directors’ Report
remuneration as mentioned below in addition to applicable taxes, reimbursement of all out of-pocket expenses as may be incurred
in connection with the audit of the accounts of the Company. The firm holds the ‘Peer Review’ certificate as issued by ‘ICAI’.
None of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested,
financially or otherwise, in the proposed Ordinary Resolution set out at Item No. 05 of the Notice.
ITEM NO. 6:
The Board of Directors of the Company at their meeting held on May 22, 2024, based on the recommendation of the Audit Committee,
had considered and approved the re-appointment and remuneration of M/s. Gangan & Company, Cost Accountants (FRN:100651),
as the Cost Auditor for the audit of the cost accounting records of the Company for the Financial Year ending March 31, 2025, at a
remuneration not exceeding ¢ 3,00,000/- (Rupees Three Lakh Only) excluding taxes and reimbursement of out-of-pocket expenses
at actuals, if any, in connection with audit. M/s. Gangan & Company, Cost Accountants (FRN:100651) have confirmed that they hold
Annexures to Directors’ Report
a valid certificate of practice under sub section (1) of Section 6 of the Cost and Work Accountants Act, 1959 and is not disqualified
under section 141 read with section 148 of the Companies Act, 2013 and rules made thereunder.
Pursuant to provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and
Companies (Cost records and Audit) Rules, 2014 (including any statutory modification(s) and/ or re-enactment(s) for the time being
in force), the remuneration payable to Cost Auditor has to be ratified by the members of the Company. Accordingly, ratification by
the members is sought to the remuneration payable to the Cost Auditors for conducting the audit of the cost records of the Company
for the financial year ending March 31, 2025.
None of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested,
financially or otherwise, in the proposed Ordinary Resolution set out at Item No. 06 of the Notice.
ITEM NO. 7:
The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee and
Standalone Financial Statements
pursuant to the provisions of Section 161 of the Companies Act, 2013 (“the Act”) read with the Articles of Association of the Company,
approved the reappointment of Mr. Pradeep Thakur, (DIN: 00685992) as an Non-Executive Independent Director of the Company for
a second term of 5 (Five) year with effect from February 25, 2025 till February 24, 2030, subject to the approval of the shareholder.
Mr. Pradeep Thakur is a Post Graduate in Chemistry from Mumbai University and has Diploma in Export Management. He has studied
“Masters in Administrative Management” at Jamnalal Bajaj Institute of Management studies, Mumbai. He has more than 33 years of
working experience in Chemical and Pharmaceutical Industry in various functions like Process Development, Quality control, Quality
Assurance, Business Development and General Administration.
The Company has received a declaration from him that, he meets the criteria of independence as prescribed under Section 149 of
the Act and under Regulation 16 of the Listing Regulations. He has also confirmed that he is neither disqualified from being appointed
as a Director in terms of Section 164 of the Act nor debarred from holding office as a Director of the company, by virtue of any
SEBI Order or any other such authority and given his consent to act as a Director. The Board of Directors has taken on record the
Consolidated Financial Statements
Notice
Copy of the letter for appointment proposed to be issued to Mr. Pradeep Thakur as an Independent Director setting out the terms
and conditions thereof is available for inspection without any fee by the members at the Registered Office of the Company during
normal business hours on all working days till the end of the e-voting period.
None of the Directors other than Mr. Pradeep Thakur, and Key Managerial Personnel of the Company or their relatives is, in any way,
concerned or interested, financially or otherwise, in the said resolution. The relatives of Mr. Pradeep Thakur may be deemed to be
interested in the said resolution, to the extent of their respective shareholding, if any, in the Company.
The Board recommends the Special Resolution set out at Item No. 7 of the accompanying Notice in the interests of the Company.
ITEM NO. 8:
The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee and
Directors’ Re port
pursuant to the provisions of Section 161 of the Companies Act, 2013 (“the Act”) read with the Articles of Association of the Company,
approved the reappointment of Mr. Ajay Marathe, (DIN: 09522762) as an Non-Executive Independent Director of the Company for
a second term of 5 (Five) year with effect from February 28, 2025 to February 27, 2030, subject to the approval of the shareholder.
Mr. Ajay Marathe is Commerce Graduate, Chartered Accountant & Insolvency Professional. He is also a Fellow Member of Institute of
Chartered Accountants of India. After Qualifying Chartered Accountant in November, 1996 joined industry till April, 2018. Industry
experience includes working with NBFC, Consulting Company, Manufacturing Organization. Has worked at various senior positions
as Associate Vice President, and Chief Financial Officer of listed organization. He has rich experience in Finance & Banking, Business
Acquisition & restructuring, Taxation and Company Law. Currently, he is handling the Corporate Insolvency Resolution Process
(‘CIRP’) of Syndicate Bank.
The Company has received declaration from him that, he meets the criteria of independence as prescribed under Section 149 of the
The Board recommends the Special Resolution set out at Item No. 8 of the accompanying Notice in the interests of the Company.
By Order of the Board of Directors
For Indo Amines Limited
Sd/-
Place : Dombivli Pradeep Thakur
Date : 08th August, 2024 Chairman & Director
DIN: 00685992
Registered office:
W-44, Phase – II, MIDC, Dombivli (E)
Dist. Thane – 421 203
Membership of Committees of 04 02
other Companies including Listed
Company
(Audit Committee /Nomination
Remuneration Committee/
Stakeholders Relationship
Committee)
No. of Shares held in the Company 5300 202
First Appointment by the Board 25th February, 2022 28th February, 2022
Relationship with other Director, NA NA
Manager & KMP
Standalone Financial Statements
Directors’ Report
To,
The Members,
Notice
INDO AMINES LIMITED
The Board of Directors are pleased to present the 31st Annual Report of the Company along with the Audited Financial Statements
(Standalone and Consolidated) for the Financial Year ended on 31st March, 2024.
1. FINANCIAL RESULTS:
(v In Lakhs)
Particulars Standalone Consolidated
2023-24 2022-23 2023-24 2022-23
Gross Total revenue 94,043.13 92,568.80 95,978.33 94,924.07
Profit before tax and exceptional item 5933.21 5,261.13 5,805.78 5,678.98
Directors’ Report
Profit for the year (after tax and attributable to shareholders) 4,433.28 3,799.12 4,281.30 4,087.55
Other Comprehensive Income for the year
(not to be reclassified to P&L) -1.73 0.41 1.53 1.06
Other Comprehensive Income for the year
(to be reclassified to P&L) - - - -
Surplus brought forward from last balance sheet 15,050.97 11,620.02 15,626.31 11,911.36
Profit available for appropriation 4,431.99 3,799.53 4,283.27 4,088.62
September 2024 . The Shareholders of your Company are requested to note that the Income Tax Act, 1961, as amended by
the Finance Act, 2020, mandates that dividends paid or distributed by a Company after 1st April, 2020 shall be taxable in the
hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making
payment of the final dividend. In order to enable your Company to determine and deduct the appropriate TDS as applicable,
the Shareholders are requested to read the instructions given in the Notes to the Notice convening the 31st (thirty-first) Annual
General Meeting of the Company, forming a part of this Annual Report.
4. 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 2023-24 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.
Notice
The Consolidated Financial Statements together with the Auditors’ Report form part of this Annual Report.
In accordance with Section 136 of the Act, the audited financial statements, including the CFS and related information of the
Company and the separate financial statements of each of the subsidiary company are available on the Company’s website at
https://www.indoaminesltd/investors. Any member desirous of inspecting or obtaining copies of the audited financial statements,
including the CFS may write to the Company Secretary at shares@indoaminesltd.com.
5. DEPOSITS:
During the financial year 2023-24, the Company did not accept any deposit within the meaning of sections 73 and 74 of the
Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
6. LISTING OF SHARES:
Directors’ Report
Your Company’s shares are listed on BSE & NSE respectively. The annual listing fees for the financial year 2024-25 to BSE & NSE
has been paid by the Company.
7. TRANSFER TO RESERVE:
The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2024.
8. CORPORATE RESTRUCTURING:
During the year under review, the Board of Directors of the Company at their meeting held on 8th August, 2022, approved the
draft scheme of amalgamation of Pious Engineering Private Limited with the Company their respective shareholders and creditors.
Later, in a subsequent meeting held on 3rd April 2023, the Board of Directors had approved the revised the draft Scheme of
Amalgamation under Section 230-232 of the Companies Act, 2013 subject to regulatory approvals. The Appointed Date for the
Annexures to Directors’ Report
Scheme of Amalgamation was 1st January, 2023. Further, the Company has received In-principal Approval from both the Stock
Exchanges on 19th July, 2023.
Further, the shareholders in their meeting held on 21st March, 2024, had approved the aforesaid scheme. In light of this, the
Company has submitted an application with the National Company Law Tribunal for the final order.
9. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANYS:
As on 31st March, 2024, the Company had the following subsidiaries & Associate Companies.
Pursuant to notification issued by Ministry of Corporate Affairs dated February 16, 2015, notifying the Companies (Indian
Accounting Standards) Rules, 2015, the Company has adopted Indian Accounting Standards (Ind-AS) with effect from April 1,
2017.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Board of Directors
In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Adhikrao A.
Shingade (DIN: 09219226) and Mr. Rahul Vijay Palkar (DIN: 00325590) of the Company, is liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.
Following are the changes in Directors and Key Managerial Personnel of the Company:
• Re-Appointment of Mr. Vijay Palkar (DIN: 00136027) as a Managing Director of the Company:
Notice
During the year, the Company has appointed Mr. Vijay Palkar (DIN: 00136027) as a Managing Director of the Company
for the period of three years with effect from 01st April, 2024 to 31st March, 2027, liable to retire by rotation. Further, the
Company has taken the approval of shareholders by way of Special Resolution in 30th Annual General Meeting (‘AGM’)
which was held on September 27, 2023.
• Re-Appointment of Mrs. Bharti Palkar (DIN: 00136185) as a Whole-Time Director of the Company:
During the year, the Company has appointed Mrs. Bharti Palkar (DIN: 00136185) as a Whole-Time Director of the Company
for the period of three years with effect from 20thJuly, 2023 to 19th July, 2026, liable to retire by rotation. Further, the
Company has taken the approval of shareholders by way of Special Resolution in 30th Annual General Meeting (‘AGM’)
which was held on September 27, 2023.
Directors’ Report
• Re-Appointment of Mr. Jayaprakash Shetty (DIN: 07980763) as a Whole-Time Director of the Company:
During the year, the Company has appointed Mr. Jayaprakash Shetty (DIN: 07980763) as a Whole-Time Director of the
Company for the period of two years with effect from 03rd November, 2023 to 02nd November, 2025, liable to retire by
rotation. Further, the Company has taken the approval of shareholders by way of Special Resolution in 30th Annual General
Meeting (‘AGM’) which was held on September 27, 2023.
• Re-Appointment of Mr. Adhikrao Shingade (DIN: 09219226) as a Whole-Time Director of the Company:
During the year, the Company has appointed Mr. Adhikrao Shingade (DIN: 09219226) as a Whole-Time Director of the
Company for the period of two years with effect from 28th June, 2023 to 27th June, 2025, liable to retire by rotation.
Further, the Company has taken the approval of shareholders by way of Special Resolution in 30th Annual General Meeting
(‘AGM’) which was held on September 27, 2023.
During the year, the Company has appointed Mr. Dhawal Vora (DIN: 00130115) as an Additional Director (Non-Executive
Non-Independent) of the Company with effect from 10th August, 2023, not liable to retire by rotation. Further, the Company
has taken the approval of shareholders by way of Oridnary Resolution in 30th Annual General Meeting (‘AGM’) which was
held on September 27, 2023 to appoint him as Director (Non-Executive Non-Independent) of the Company.
• Retirement of Mr. Suneel Raje (DIN: 07816980) as an Independent Director of the Company:
The term of office of Mr. Suneel Raje (DIN: 07816980) as an Independent Director ended on 8th May, 2023 and consequently
he ceased to be a Director of the Company with effect from close of business hours on 8th May, 2023. The Board places
on record its sincere appreciation of the contribution made by Mr. Sunnel Raje during his association with the Company.
• Retirement of Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an Independent Director of the Company:
The term of office of Dr. Prof. Lakshmi Kantam (DIN: 07831607) as an Independent Director ended on 25th May, 2023
Notice
and consequently she ceased to be a Director of the Company with effect from close of business hours on 25th May, 2023.
The Board places on record its sincere appreciation of the contribution made by Dr. Prof. Lakshmi Kantam during her
association with the Company.
• Resignation of Mr. Nandan Khambete (DIN: 08963471) as an Non-Executive - Non Independent Director
of the Company:
Mr. Nandan Khambete (DIN: 08963471), Non-Executive - Non Independent Director of the Company has resigned from
the designation of Director of the Company with effect from 17th May, 2023. The Board places on record its sincere
appreciation of the contribution made by him during his association with the Company.
• Resignation of Mr. Nandu Gupta (DIN:00335406) as a Whole-Time Director of the Company:
During the year, the Company has appointed Mr. Nandu Gupta (DIN:00335406) as a Whole-Time Director of the Company
Directors’ Report
for the period of one year with effect from 10th August, 2023 to 09th August, 2024, liable to retire by rotation. Further, the
Company has taken the approval of shareholders by way of Special Resolution in 30th Annual General Meeting (‘AGM’)
which was held on September 27, 2023.
Mr. Nandu Gupta (DIN:00335406) as a Whole-Time Director of the Company has resigned from the designation of Director
of the Company with effect from 11th October, 2023. The Board places on record its sincere appreciation of the contribution
made by him during his association with the Company.
• Resignation of Mr. Vijay Naik (DIN: 08998268) as a Whole-Time Director of the Company:
Mr. Vijay Naik (DIN: 08998268) as a Whole-Time Director of the Company has resigned from the designation of Director of
the Company with effect from 30th November, 2023. The Board places on record its sincere appreciation of the contribution
Annexures to Directors’ Report
Mr. Keyur Chitre (DIN: 07800503) as a Whole-Time Director of the Company has resigned with effect from 31st May,
2024. The Board places on record its sincere appreciation of the contribution made by him during his association with the
Company.
• Appointment of Mr. Saji Jose (DIN: 10650311) as a Whole-Time Director of the Company:
During the year, the Company has appointed Mr. Saji Jose (DIN: 10650311) as an Whole time Director of the Company
for the period of Three years with effect from 1st June, 2024 to 31st May, 2027, subject to the approval of shareholders.
Further, the company has proposed his approval to the shareholders via postal ballot dated 22nd May, 2024.
• Resignation of Mr. Mukesh Agrawal as Chief Financial Officer of the Company:
Mr. Mukesh Agrawal, resigned from the position of the Chief Financial Officer of the company wef 9th November, 2023.
• Appointment of Mrs. Suniti Thombre as Chief Financial Officer of the Company:
Consolidated Financial Statements
Mrs. Suniti Thombre, was appointed as the Chief Financial Officer of the company wef 10th November, 2023.
11. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received the necessary declaration from each Independent Director under Section 149 (7) of the Companies
Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with a
declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014. They have also furnished the declaration pursuant to Regulation 25(8) of the Listing Regulations affirming compliance to
the criteria of Independence as provided under Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have
individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external
influence. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of
the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of
the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013
and the Listing Regulations. .
Notice
Further, the Independent Directors have also confirmed that they have complied with the Company’s code of conduct.
12. STATEMENT OF BOARD OF DIRECTORS:
The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company including new
appointment possesses highest standard of integrity, relevant expertise and experience required to best serve the interest of the
Company.
13. BOARD MEETINGS HELD DURING THE YEAR:
During the year, Five (5) meetings of the Board of Directors were held. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 along with circulars and regulations
issued under as amended from time to time in this regard. The details of the meetings and attendance of directors are furnished
Directors’ Report
in the Corporate Governance Report which forms part of this Annual Report attached as ‘Annexure - VII’ to the Board’s Report.
14. COMMITTEES OF THE BOARD:
The Board currently has Four (4) mandatory committees under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 namely:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
Directors at their separate meeting held on 9th February, 2024. The Board of Directors expressed their satisfaction with the
evaluation process.
The details of the evaluation process are set out in the Policy on Board Evaluation of the Company and the same is available on
the Company’s website at http://www.indoaminesltd.com/Investors/Policies
17. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarization
Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, business model etc. The details of training and familiarization
Programme have been provided under the Corporate Governance Report.
Regulations, 2015, the Management Discussion and Analysis Report forms part of the Board’s Report is annexed herewith as
‘Annexure -III’.
19. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance
requirements set out by the Securities and Exchange Board of India (“SEBI”). The Company has also implemented several best
governance practices. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business
decisions. The report on Corporate Governance as per Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations
forms part of the Annual Report is annexed herewith as ‘Annexure-VII’. Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
20. DIRECTORS RESPONSIBILITY STATEMENT:
Directors’ Report
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 31st March, 2024, 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 31st March,
2024 and of the profis of the Company for the year 1st April, 2023 to 31st March, 2024.
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
Annexures to Directors’ Report
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. The Directors have prepared the annual accounts on a ‘going concern’ basis;
v. 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.
21. AUDIT REPORTS AND AUDITORS:
Statutory Auditor:
Standalone Financial Statements
M/s. Kulkarni & Khanolkar, Chartered Accountants (FRN: 105497W), were appointed as Statutory Auditors of the Company to
fill casual vacancy caused by the resignation of M/s. V S Somani & Company, Chartered Accountants (FRN: 117589) to hold
office as the Statutory Auditors of the Company till the conclusion of the 31st Annual General Meeting of the Company to be
held in the financial year 2024-2025. The auditors have confirmed their eligibility, limits as prescribed in the Companies Act,
2013 and that they are not disqualified from continuing as Auditors of the Company. Your Board of Directors recommend their
appointment for the term of 5 years, commencing from 31st AGM till the 36th AGM to be held in FY 2029-2030.
The Auditors’ Report for the financial year ended 31st March, 2024 on the financial statements of the Company forms a part
of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors’
Report, which calls for any further comments or explanations.
Cost Auditors:
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the
Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the
Consolidated Financial Statements
same are required to be audited. The Company accordingly maintains the required cost accounts and records.
Your Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on 17th May 2023, re-appointed
M/s. Gangan & Company, Cost Accountants (FRN:100651) as the “Cost Auditors” of the Company for the Financial Year 2023-
24.
Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 22nd May, 2024,
re-appointed M/s. Gangan & Company, Cost Accountants (FRN:100651) as the “Cost Auditors” of your Company for the Financial
Year 2024-25, subject to ratification of their remuneration at the ensuing 31st (Thirty-first) AGM. There is no qualification,
reservation, adverse remark, disclaimer or modified opinion in the Report, which calls for any further comments or explanations.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Notice
Managerial Personnel) Rules, 2014, your Board of Directors had, on the recommendation of the Audit Committee, at its Meeting
held on 17th May, 2023, appointed M/s. AVS & Associates, Practicing Company Secretaries to undertake the Secretarial Audit
of the Company for the Financial Year 2023-24.
Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 22nd May, 2024,
re-appointed M/s. AVS & Associates, Practicing Company Secretaries as the “Secretarial Audit” of your Company for the Financial
Year 2024-25
The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as ‘Annexure - II’ form parts of
the Board’s Report.
The observations given by Secretarial Auditor in their report for the financial year ended March 31, 2024, are self-explanatory.
Directors’ Report
Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under (including any amendment(s),
modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation
of Audit Committee, at their meeting held on 17th May, 2023, had appointed M/s. V. V Rane & Co., Chartered Accountants as
an Internal Auditors of the Company for the Financial Year 2023-2024, to conduct Internal Audit of the Company.
Further, your Board of Directors has, upon recommendation of the Audit Committee, at its Meeting held on 22nd May, 2024 ,
re-appointed M/s. V. V Rane & Co., Chartered Accountants as an Internal Auditors of the Company for the Financial Year 2024-
25.
22. EXTRACT OF ANNUAL RETURN:
OUTGO :
In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 the information
pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo for the year ended 31st
March, 2024 are given in ‘Annexure - IV’ and forms part of the Board’s Report.
25. 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, 2024, are set out in Note 4 & 8 to the Standalone
Financial Statements have been disclosed in the forming part of this Annual Report.
26. RISK MANAGEMENT POLICY:
As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the Company has laid down the
procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for
framing, implementing and monitoring the risk management plans for the Company. The main objective is to ensure sustainable
Notice
business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with
the business. The Audit Committee of the Company has periodically reviewed the various risk associates with business of the
Company. Such review includes risk identification, evaluation and mitigation of the risk.
27. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has in place Internal Financial Control system, commensurate with size, scale and complexity of its operations to
ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances
and other regulatory compliances. During the year under review, no material or serious observation has been received from the
Internal Auditors of the Company for inefficiency or inadequacy of such controls.
The finance department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of the Company.
Directors’ Report
M/s. Kulkarni & Khanolkar, Chartered Accountants, Statutory Auditors of the Company have monitor & evaluate the efficacy of
Internal Financial Control System in the Company, it is in compliance with operating system, accounting procedures & policies
at all the locations of the Company. Based on report of Internal Audit function, corrective actions in the respective area are
undertaken & controls are strengthened. Significant audit observations and recommendations along with corrective action
suggested thereon are presented to the Audit Committee of the Board. The Company is periodically following all the applicable
Indian Accounting Standards for properly maintaining the books of account and reporting Financial Statements.
28. INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF’):
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company
Annexures to Directors’ Report
to the IEPF established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules,
the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also
be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred the unclaimed and
unpaid dividend of ¢ 21,13,339 to IEPF Authority. Further corresponding shares on which dividend were unclaimed for seven
consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules. Year-wise amounts of unpaid /
unclaimed dividends lying in the unpaid account up to the year, and the corresponding shares, which are liable to be transferred
are provided in the Corporate Governance Report and are also available on the Company’s website at www.indoaminesltd.com.
29. CORPORATE SOCIAL RESPONSIBILITY:
The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the
Companies Act, 2013.
The present CSR initiatives of the Company focuses on recognized activities mentioned in Schedule VII of the Companies Act,
2013. The CSR policy is available on the website of the company http://www.indoaminesltd.com/investors/policies/CSR policy/
Standalone Financial Statements
and the Report on Corporate Social Responsibility (CSR) activities as required under Section 135 of the Companies Act 2013 is
annexed herewith as ‘Annexure – V’ to this Directors’ Report.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT:
Except as mentioned below and elsewhere in this report, there were no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report:
On Wednesday, June 12, 2024, a fire occurred at one of the company’s premises located in Dombivli, Maharashtra. Due to
prompt and effective measures taken, the catastrophe was controlled, and there were no injuries or loss of life. The actual
associated losses will be disclosed to the stock exchanges once the insurance claim is settled in due course.
31. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
Consolidated Financial Statements
To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its
operations and in terms of the provisions of Section 177 of the Companies Act, 2013, the Company has implemented a Vigil
Mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values
of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the
Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit
Committee and the Board. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a genuinely raised concern. During the year under review,
no personnel of the Company approached the Audit Committee on any issue falling under the said policy.
The Whistle Blower Policy/Vigil Mechanism Policy is available on the website of: http://www.indoaminesltd.com/investors/policies/
whistle blower policy/
Notice
and services. Your Company used to refer to laws, rules, regulations, professions, programs, and workplace efforts to protect
the health and safety of employees and the public as well as the environment from hazards associated with the workplace. The
enhanced level of training on Process and Behavior 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.
33. CREDIT RATING:
During the year, CRISIL have accorded a credit rating of “BBB+” to our Company.
34. 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
Directors’ Report
Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as ‘Annexure - VI’. 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 also obtained by the members by writing to the
Company Secretary of the Company.
35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for
the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company
to create and provide an environment to all its employees that is free from discrimination and harassment including sexual
harassment. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual
iii. The Managing Director & CEO of the Company has not received any remuneration or commission from any of the subsidiary
companies. Further the Company doesn’t have any Holding Company;
Notice
iv. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;
v. The Company has not issued any sweat equity shares to its directors or employees;
vi. During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Board or
Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds
committed against the Company by its officers or employees, the details of which would need to be mentioned in this
Report.
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.
Directors’ Report
ix. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members
of the Company and others entitled thereto. Any shareholder interested in obtaining a copy thereof, may write to the
Company Secretary in this regard.
39. BANK AND FINANCIAL INSTITUTIONS:
The Board of Directors of the Company are thankful to their bankers for their continued support to the Company.
40. 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
Annexures to Directors’ Report
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/-
Place: Dombivli Pradeep Thakur
Date: August 08, 2024 Chairman & Director
DIN: 00685992
Standalone Financial Statements
Consolidated Financial Statements
Annexure I
Notice
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Directors’ Report
Chemicals Pvt (Malaysia) SDN Americas LLC Europe Ltd (Changzhou)
Ltd( Formerly & BHD Co. Ltd
Known as Ashok
Surfactants Pvt
Ltd)
2 The date since when 11th June 2019 9th August 2011 23rd May 2014 18th February 17th May 2019
subsidiary was acquired 2020
3 Reporting period for the NIL NIL NIL NIL NIL
subsidiary concerned, if
different from the holding
company’s reporting period
Annexure II
Notice
To,
The Members,
Directors’ Report
Our responsibility is to express an opinion on compliance with the applicable laws and maintenance of records based on the audit.
We have conducted the audit in accordance with the applicable Auditing Standards issued by the Institute of Company Secretaries of
India. The Auditing Standards require that the Auditor shall comply with statutory and regulatory requirements and plan and perform
the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records.
Due to the inherent limitations of audit including internal, financial and operating controls, there is an unavoidable risk that some
misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in
accordance with the Standards.
Unmodified Opinion:
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of
the secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended
Standalone Financial Statements
on 31st March, 2024 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended on March 31, 2024 according to the provisions of:
(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct
Investment. (Foreign Direct Investment and External Commercial Borrowings not applicable to the Company during the
audit period)
Consolidated Financial Statements
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable
to the Company during the audit period);
(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not
applicable to the Company during the audit period);
Notice
(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not
applicable to the Company during the audit period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not applicable to the Company
during the audit period) and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company
during the audit period)
(vi) We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant
Directors’ Report
documents and records in pursuance thereof on the test-check basis, the Company has complied, to the extent applicable, with
the following laws applicable specifically to the Company:
• The Chemical Weapons Convention Act, 2000
• The Indian Boilers Act, 1923
• The Legal Metrology Act, 2009 & the Legal Metrology (Packaged Commodities) Rules, 2011
• The Narcotics Drugs and Psychotropic Substances Act, 1985
• The Indian Explosives Act, 1884
We further report that the following are the material events occurred during Audit Period:
1. The Company has held an Extra-Ordinary General Meeting on March 21, 2024 for approval of Scheme of Amalgamation between
Pious Engineering Private Limited (“Transferor Company”) with Indo Amines Limited (“Transferee Company or the Company”)
pursuant to the order of the National Company Law Tribunal dated February 14, 2024;
2. The Board of Directors in the Board Meeting held on February 09, 2024, has granted approval for Re-classification of Shareholding
of Kirit Shah Group from “Promoter and Promoter Group Category” to “Public Category” subject to necessary approvals from
the members of the Company, SEBI, Stock Exchanges and such other appropriate approval as may be required; and
3. The Company has approved the appointment of M/s. Kulkarni & Khanolkar, Chartered Accountants as Statutory Auditors of the
Company to fill the casual vacancy caused by the resignation of M/s. V S Somani & Company, Chartered Accountants, to hold
Notice
office as the Statutory Auditors till the conclusion of the 31st Annual General Meeting of the Company to be held in financial
year 2024-2025 vide ordinary resolution passed by way of Postal Ballot dated February 3, 2024.
For AVS & Associates
Company Secretaries
Sd/-
Shashank Ghaisas
Partner
Membership No. F11782
C.P. No: 16893
Peer Review No: 1451/2021
Directors’ Report
UDIN: F011782F000623206
Place: Navi Mumbai
Date: June 26, 2024
This report is to be read with our letter of even date which is annexed as ‘Annexure - A’ and forms an integral part of this report.
‘Annexure – A’
To,
The Members,
Indo Amines Limited,
Annexures to Directors’ Report
4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and
major events during the audit period.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations and standards is the responsibility
of Management. Our examination was limited to the verification of procedures on a test-check basis for the purpose of issue of
the Secretarial Audit Report.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness
with which the Management has conducted the affairs of the Company.
For AVS & Associates
Company Secretaries
Sd/-
Consolidated Financial Statements
Shashank Ghaisas
Partner
Membership No. F11782
C.P. No: 16893
Peer Review No: 1451/2021
UDIN: F011782F000623206
Place: Navi Mumbai
Date: June 26, 2024
Annexure III
Notice
Management Discussion And Analysis Report
GLOBAL ECONOMY OVERVIEW
The global economy showed notable resilience despite a backdrop of significant challenges. The global GDP grew by approximately
2.6%, driven by robust government spending and sustained household consumption across major economies. This resilience was
reflected in steady employment rates and income growth, underpinned by the ability of households in advanced economies to tap
into savings accumulated during the COVID-19 pandemic. However, the year was marked by persistent inflation, which averaged
68% globally, prompting central banks to implement significant interest rate hikes.
Geopolitical tensions, particularly the ongoing conflict in Ukraine and escalating violence in Gaza, played a crucial role in shaping
the global economic landscape in 2023. These conflicts led to disruptions in global trade, with goods trade declining by nearly US$2
Directors’ Report
trillion. The war in Ukraine, especially, caused significant volatility in energy prices and contributed to broader supply chain disruptions,
exacerbating inflationary pressures worldwide. Additionally, the declining interdependence between the U.S. and China, driven by
heightened trade tensions, further complicated global trade dynamics, impacting businesses and investors.
Looking forward, the global economic outlook remains cautious. Growth is expected to slow to around 2.2% in 2024, with inflation
projected to gradually decline to 5.9%. The geopolitical landscape is likely to remain volatile, with ongoing conflicts and trade
tensions continuing to pose risks to global economic stability. By 2025, global GDP growth is forecasted to recover slightly to 2.6%,
as inflation eases further to 4.5% and some geopolitical tensions potentially stabilize. However, the risk of financial instability due to
high corporate debt levels and the potential for new geopolitical crises will require close monitoring.
INDIAN ECONOMY OVERVIEW
the use of bio-based feedstock. This shift towards greener practices is not just a response to regulatory demands but also a strategic
move to enhance long-term competitiveness and market share.
Digital transformation has become another cornerstone of growth in the global chemical industry. The adoption of advanced digital
tools, and machine learning, is optimizing production processes, improving efficiency, and enabling companies to innovate at an
unprecedented pace. This focus on digitalization is critical for maintaining competitiveness in a rapidly evolving market.
The global chemical industry is expected to grow at a steady compound annual growth rate (CAGR) of around 3% to 4% through
2024. This growth is driven by robust demand across key sectors such as construction, automotive, and electronics. Despite ongoing
supply chain challenges, particularly in raw materials and energy, the industry is well-positioned to capitalize on emerging opportunities
Companies are increasingly shifting their manufacturing bases to countries like India, which offer competitive advantages in labor and
raw material costs, further bolstering supply chain resilience.
Looking ahead, the global chemical industry is set to maintain its growth momentum, supported by the ongoing recovery in industrial
production worldwide and strong demand in emerging markets. The industry’s contribution to global GDP is expected to remain
Notice
significant, with increasing contributions from innovations in sustainability and digital technologies. The specialty and fine chemicals
market, in particular, is poised for substantial growth, with a projected CAGR of 5% to 6% through 2030. This segment’s expansion
will be driven by the rising demand for high-value, low-volume products in industries such as pharmaceuticals, agrochemicals, and
food additives. As the global economy continues to grow, the chemical industry will play a critical role in shaping the future of various
sectors, offering numerous growth opportunities driven by innovation, sustainability, and increasing global demand
INDIAN CHEMICAL INDUSTRY:
The Indian chemical industry is experiencing a period of unprecedented growth, emerging as one of the fastest-growing chemical markets
in the world. Valued at approximately $180 billion, the industry is expected to reach $300 billion by 2025, driven by strong domestic
demand, export opportunities, and favorable government policies. The sector plays a crucial role in India’s economy, contributing
around 7% to the country’s GDP and employing millions of people. Recent years have seen significant investments in infrastructure,
research and development (R&D), and capacity expansion, positioning India as a global hub for chemical manufacturing. One of
Directors’ Report
the key drivers of growth in the Indian chemical industry is the rapid expansion of the specialty and fine chemicals segments. These
sectors cater to high-growth industries such as pharmaceuticals, agrochemicals, and automotive, which are themselves undergoing
significant expansion. India has also made considerable strides in improving its regulatory environment, enhancing the ease of doing
business, and attracting substantial foreign direct investment (FDI) into the chemicals sector. The Indian chemical industry grew at an
impressive rate of 10% to 12% in 2023, significantly outpacing global averages. The specialty and fine chemicals market, in particular,
is expected to continue its strong performance with a forecasted CAGR of 9% to 10% through 2024. The demand for chemicals in
India is robust, driven by a large and growing domestic market and the country’s strategic position as a leading exporter of specialty
chemicals. While India faces challenges such as a trade deficit in petrochemicals and supply chain disruptions, the industry’s adaptability
and focus on innovation have ensured that these challenges are being effectively managed.
The future of India’s chemical industry is exceedingly bright, with the sector expected to play a pivotal role in the country’s economic
Annexures to Directors’ Report
development. By 2025, the industry is anticipated to reach $300 billion, supported by continued investments in R&D, infrastructure,
and capacity expansion. Government initiatives are expected to further boost the sector’s growth, encouraging domestic production
and enhancing the country’s export capabilities. The specialty and fine chemicals segments will be key drivers of this growth, with
significant opportunities emerging in agrochemicals, pharmaceuticals, and high-performance materials. The agrochemical segment,
for example, is expected to grow at a CAGR of 8.3%, driven by increasing demand for advanced crop protection solutions. Similarly,
the pharmaceutical intermediates and active pharmaceutical ingredients (API) sectors are poised for strong growth, bolstered by
global demand for generic drugs and India’s position as a key supplier. As India continues to solidify its position as a global hub for
specialty chemicals, the sector’s contribution to the country’s GDP is expected to increase, offering numerous growth opportunities
for both domestic and international players.
INDUSTRY STRUCTURE AND DEVELOPMENT:
Your company is a global manufacturers and suppliers of Fine & speciality chemicals. Your Company is one of the leading players
Standalone Financial Statements
in the industry which has a balanced portfolio of technical along with backward integration for some products. Availability of
technically trained manpower, seasonal domestic demand and production capacities for generics built to cater to overseas markets
are the other reasons for strong exports. Your Company is a leading manufacturer of Specialty Chemicals with diversified end uses
into Agrochemicals, Pharmaceuticals, High Performance Polymers, Paints, Pigments, Printing Inks, Rubber Chemicals, Additives,
Surfactants, Dyes, Flavors & Fragrances, Home & Personal Care applications, etc. Your Company makes continuous efforts to explore
and innovate new products & processes in all segments. This diversified end-user base helps the Company to reduce its risk from
downturn in any individual business segment and also to capitalize on the growth opportunities in each of the end-user segments.
The Company had upgraded its various manufacturing units into Zero Liquid Discharge Units (ZLD) and also has put in place various
processes to control/limit generation of effluents and improve the treatment of the same. As part of the Risk Management policy,
the relevant parameters for all manufacturing sites are analyzed to minimize risk associated with protection of environment, safety
of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined
by the Company. The Company fulfills its legal requirements concerning emission, waste water and waste disposal. Improving work
place safety continued to be top priority at all manufacturing sites.
Consolidated Financial Statements
Notice
1 Revenue from operations (net) 92,516.08 92,206.18 309.90 0.34%
2 EBIDTA 9,426.44 8,454.68 971.76 11.49%
3 Profit before Tax 5,931.49 5,261.54 669.95 12.73%
4 Profit after tax 4,431.99 3,799.53 632.46 16.65%
5 Net worth 25,624.40 21,594.49 4,029.91 18.66%
6 Debt 21,199.03 22,992.76 -1,793.73 -7.80%
7 Trade Receivables 22,195.31 20,226.84 1,968.47 9.73%
8 Inventory 9,909.45 11,409.31 -1,499.86 -13.15%
Directors’ Report
9 Debt Equity Ratio 0.83 1.06 -0.23 -24.38%
10 Current Ratio 1.30 1.19 0.11 9.24%
11 Receivables Turnover Ratio 0.23 0.21 0.02 9.52%
12 Inventory Turnover Ratio 0.03 0.03 0.00 1.30%
13 EBIDTA Margin (%) 10.23 9.21 1.02 16.67%
14 PBT Margin (%) 6.41 5.71 0.70 12.26%
15 PAT Margin (%) 4.79 4.12 0.67 16.26%
above the global average. This growth is fueled by the country’s emerging role as a manufacturing hub and its increasing export
capabilities. Both globally and in India, the fine and specialty chemicals industries are set for substantial growth, driven by strong
demand, economic contributions, and favorable market conditions.
OPPORTUNITIES & THREATS:
The Company is well-positioned to capitalize on several growth opportunities that could drive its growth. The company’s diverse
product portfolio and extensive applications across industries such as pharmaceuticals, agrochemicals, and industrial processes give
it a competitive edge in meeting varied market demands. The increasing adoption of advanced manufacturing technologies and
digital solutions offers the chance to enhance operational efficiency, optimize production processes, and reduce costs. Moreover,
expanding into emerging markets in Asia and Africa presents substantial growth potential, as these regions continue to industrialize
and require high-quality chemical products. Partnerships with global players and entry into new geographies could further bolster
the company’s market presence and revenue streams. Additionally, leveraging advancements in data analytics and automation can
Notice
and compliance with the applicable laws and regulations. The internal control systems that deploy an amalgam of modern and
traditional processes are routinely tested and upgraded for both design and operational effectiveness by the Management and the
same is audited by the Statutory Auditors. The Company has an in-house Internal Audit department which includes professionals
from finance, data analytics and engineering disciplines and is also working with reputed audit firms specializing in internal audits and
assurance domain. The annual internal audit plan is reviewed and approved by the Audit Committee in beginning of the financial
year to ensure adequate coverage. Together, they have the responsibility to bring in excellence in the function, continuously identify
areas of operations requiring strengthening and introduce best processes and practices to manage a growing business which comprises
subsidiary, joint venture and associate entities. Progress of internal audit plan, significant observations noted during internal audits
and status of identified actions and recommendations are reviewed by the Management periodically and by the Audit Committee
on quarterly basis.
Annexures to Directors’ Report
opportunities and systems to facilitate identification, development, and utilization of their full potential and inculcating a sense of
belongingness. Your Company’s industrial relations continued to be cordial & harmonious during the year under review.
HUMAN RESOURCES:
Your Company considers its employees the most valuable assets. It emphasises fostering a culture that empowers employees to cultivate
their talent and improve communication while increasing their productivity. Employee well-being is also high on the HR agenda.
The HR team takes care of the people’s safety and wellness, motivation and training of its employees for their career growth. The
Company has empowered its team to make decisions that will improve business operations and help them execute business strategies
better. It recognises and rewards employee and team contributions to the furtherance of business performance. This goes a long
way in motivating the team for greater efficiency and planning their career path with futuristic goals. We also continued to maintain
a cordial and amicable relationship with workers at all our sites. The total number of employees on the rolls of the Company, as on
March 31, 2024, was 557 as against 568 on March 31, 2023.
Consolidated Financial Statements
Your Directors wish to acknowledge the sincere and dedicated efforts of the employees of the company and would like to thank
them for the same.
SAFETY, HEALTH & ENVIRONMENT:
Industrial safety is being considered as very important aspect. At each location one person is specifically designated to see that proper
rules of safety are observed & no compromise is made from safety angle. Periodically industrial safety seminar is organized to train
employees on safety rules. We conduct safety audit both internal & external to trace out any loop holes from safety point of view
and the changes, new measures recommend is implemented on priority. All safety equipment’s such as fire extinguisher, sparklers
etc. are always keep in proper condition. There were no major accidents during the year under review.
Notice
its environmental performance towards increased sustainability and setting new environmental benchmarks though leading edge
operations and innovation. With our vision to become climate neutral by 2050, we have set ourselves ambitious targets that allow
us to measure our success based on clearly defined metrics and milestones. All sites undergo a regular aspect, impact review of their
environmental and necessary control measures are implemented to the mitigate and control the possible impacts. The sites stringently
monitor and ensure compliance with all the State Pollution Control Board requirements. Additionally, Company has set up the goal
to achieve implementation of sustainable water management systems at all sites in areas of high-water stress. A water risk assessment
annually is conducted to identify sites located in water risk regions and measures required to mitigate the risks. The Company has
undertaken sustainable initiatives on clean technology, energy efficiency, renewable energy, etc. We have identified savings potential
through detailed analysis of energy consumption across operations and oversees all forms and usages of energy at the Company –
electricity, heating and cooling, steam, natural gas, nitrogen. By implementing this program, many improvement projects are being
identified to optimize our energy usage across all sites. Some of them are as under: -
Directors’ Report
• Agro-Mass Briquettes, being the most economical fuel, are used to produce 95% of steam required on site
• VFD installation for pumps, blowers etc.
• Improvement of cooling water supply system efficiency
• Use of transparent roof sheets and Solar Tubes for natural lights thereby leading to reduction in energy consumption
• Increased usage of energy efficiency of new equipment’s
• Use of Turbo Ventilators for extraction of heat from the building
• Use of LPG instead of Furnace oil for clean environment.
Mitigation Measure :- Your Company enjoys a strong global presence and a rich clientele across Home, Personal Care and
Performance Chemicals, Textiles, Agro chemicals, etc. The Company proactively ensures that its business follows all the regulatory
standards, financial frameworks and conducts audit at periodical intervals.
The Company has aligned its policy on risk assessment to that of the global approach and risk assessment reports are reviewed at
regular intervals. The Company has also adopted a focused approach toward risk management in the form of a corporate insurance
program. The goal of this program is to optimize the financing of insurable risks by using a combination of risk retention and risk
transfer. The program covers all potential risks relating to the business operations of the Company at its various locations. As part of
the global policy, the relevant parameters for all manufacturing sites are analyzed to minimize the risk associated with the protection of
the environment, the safety of operations, and the health of people at work. These are then monitored regularly concerning statutory
regulations prescribed by government authorities and guidelines defined by the group. The Company fulfills its legal requirements
concerning emission, wastewater, and waste disposal. Improving workplace safety continues to be the top priority at all manufacturing
Notice
sites. The Company continues its focus on compliance in all areas of its business operations by rationalizing and strengthening controls.
This is also an important component of our Code of Ethics. The Company has set in place the requisite mechanism for meeting the
compliance requirements and periodic monitoring to avoid any deviation. We aim to set exemplary and sustainable standards, not
only through products, services, and performance but also through integrity and behavior. As part of continuing efforts to ensure that
we maintain such exemplary standards and to provide employees with a good understanding of the Anti-Trust/Competition laws,
we have launched and imparted training on the aforesaid topics. The business operations of the Company are exposed to a variety
of financial risks such as market risk (foreign exchange risk, interest rate risk, and price risk), credit risk, liquidity risk, etc. The risk
management program focuses on the unpredictability of financial markets and seeks to reduce potential adverse effects on financial
performance. The Company’s business - critical software is operated on a server with regular maintenance and backup of data and
is connected to a centralized computer center with physically separated server parks operated by the group. The system’s parallel
architecture overcomes failures and breakdowns. The global communication network is managed centrally and is equipped to deal
with failures and breakdowns.
Directors’ Report
reliable service and quality products. For the financial year 2023-24, the overall growth scenario is expected to remain robust, although
significant challenges persist in the global market. Our focus will continue on sustainable growth by taking measures for increasing
our market share of existing products and also introducing new products. Increased competition from global and domestic players,
are putting pressure on sales prices. With the growing demand for Company’s products, the capacity of sites in Maharashtra is being
enhanced. During the financial year 2023-24, we expect our investments in various other projects which will in turn add to both,
top-line and bottom-line. We will continue with our efforts for improving our bottom-line by expanding our product-range, while
re-looking at business strategies and models, wherever necessary. We will continue our efforts for improving efficiencies and margins.
Cautionary Statement
Statements in the Management Discussion and Analysis describing the objectives, projections, estimates and expectations of the
Company, its direct and indirect subsidiaries and its associates, may be ‘forward looking statements’ within the meaning of applicable
laws and regulations. Actual results might differ substantially or materially from those expressed or implied. Important factors that
could make a difference to the Company’s operations include, among others, economic conditions affecting demand/supply, price
Standalone Financial Statements
conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws
and other statutes and incidental factors.
On behalf of the Board of Directors
For Indo Amines Limited
Sd/-
Mr. Pradeep Thakur
Chairman & Director
DIN: 00685992
Place: Dombivli
Date: 8th August, 2024
Consolidated Financial Statements
Annexure IV
Notice
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
PURSUANT TO PROVISIONS OF SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES
(ACCOUNTS) RULES, 2014
A. CONSERVATION OF ENERGY:
We have made following efforts toward conservation of energy:
1. Replacement of old vacuum system by improved new vacuum system at Dhule plant to reduce electrical cost.
2. The most economical fuel used on site is Argo-Mass Briquettes, which produces 95% of the required steam.
3. VFD installation for pumps, blowers etc.
Directors’ Report
4. Provision of additional capacitor for improvement in power factor from 0.95 to 0.98 in B-14 unit Mahad.
5. Turbo fans are used for building heat extraction.
6. Reduction in energy consumption is achieved through the use of transperant roof sheets and solar tubes for natural lighting.
B. NEW PRODUCT DEVELOPMENT
1. DBAPA (N-dibutyl amino propyl amine) process development in house and scale up successfully at Sigma Unit for about
200 MT/ month capacity.
2. ADMA-8/10 [N, N-dimethyl Octanamide/ N, N- dimethyl Decanamide] production set up at J5, Dhule set upto 350 MT/
month.
• Use of transparent roof sheets and Solar Tubes for natural lights thereby leading to reduction in energy consumption
• Implementation of Carbon Footprints for minimizing Pollution.
Notice
• Operating Battery operated vehicles “Forklift” inside Unit for Plant movement.
• Installation of Turbo Ventilators for extraction of heat from the building. The States.
Company’s emissions, effluents and wastes are within the permissible limits set by State Pollution Control Boards of respective.
D. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms
of actual outflows –
1. The foreign exchange outgo during the financial year 2023-24 is ¢ 13,907.92/- Lakhs
Directors’ Report
2. The foreign exchange inflow during financial year 2023-24 is ¢ 42869.23 /- Lakhs
Standalone Financial Statements
Consolidated Financial Statements
Annexure V
Notice
Annual Report on Corporate Social Responsibility Activities
(Pursuant to the Companies (Corporate Social Responsibility) Rules, 2014)
1. Brief outline on CSR Policy of the Company
The Company aims to demonstrate its social responsibility with special emphasis on improvement of health, education,
environment sustainability and other spheres as decided by the Board. The Company intends to make a positive difference to
society and contribute its share towards the social cause for betterment of society and area in which companies operates. The
scope of CSR Policy is to lay down the guiding principles in undertaking various programs and projects by or on behalf of the
Company relating to Corporate Social Responsibility (“CSR”) within the meaning of section 135 of the Companies Act, 2013
read with Schedule VII of the Act and the CSR Policy Rules 2014 (“Rules”).
Directors’ Report
2. Composition of the CSR Committee:
Sr. No. Name of Members Category Designation Meeting(s) details
Held Attended
1 Mr. Satish Chitale Independent Director Chairman 2 2
2 Mr. Vijay Palkar Managing Director Member 2 2
3 Mr. Rohan Deshpande Independent Director Member 2 2
3. Provide the Web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company : https://indoaminesltd.com/investors/
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sr. Name of Item from Local Location of the Project Amount Amount Amount Mode of Mode of
No the Project the list of area project duration allocated spent in transferred to Implementa Implementation -
Consolidated Financial Statements
activities in (Yes/ for the the current Unspent CSR tion - Through Implementing
Schedule No) project Financial Account for Direct Agency
VII State District (in ¢) Year (in ¢) the project as (Yes/ No) Name CSR
to the Act per Section Registration
135(6) (in ¢) Number
1 Palkar Setting up Yes Maharashtra Ratnagiri Not 300 61.87 Nil Yes – –
Foundation old exceeding
– Home age homes 3 years
for Senior
Citizen
c) Details of CSR amount spent against other than ongoing projects for the financial year: (R In lakhs)
Sr. No Name of the Project Item from Local Location of the Amount Mode of Mode of Implementation -
the list of area Project spent for the Implementation Through Implementing
activities in (Yes/ project (in ¢) - Direct Agency
Schedule No) State District (Yes/ No) CSR
VII Name Registration
to the Act Number
1 Promoting education by Education Yes Maharashtra Thane 15.84 Direct Nil Nil
providing contributions
2 Promoting Preventive Health Yes Maharashtra Thane 6.21 Direct Nil Nil
Health Care
Directors’ Report
Total 22.05
d) Amount spent in Administrative Overheads: Nil
e) Amount spent on Impact Assessment, if applicable: Nil
f) Total amount spent for the Financial Year (8b+8c+8d+8e): ¢ 83.92
g) Excess amount for set off, if any:
(i) Two percent of average net profit of the company as per Section 135(5) 87.56
(ii) Total amount spent for the Financial Year* 83.92
(iii) Excess amount spent for the financial year [(ii)-(i)] –
(iv) Surplus arising out of the CSR projects or programs or activities of the previous financial years, –
if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 3.67
7. a) Details of Unspent CSR amount for the preceding three financial years:
Sr. Preceding Amount Amount spent Amount transferred to any fund specified under Amount Deficiency,
No. Financial transferred to Unspent in the Schedule VII as per section 135(6), if any remaining if any
Year CSR Account under reporting Name Amount Date of to be
Standalone Financial Statements
Annexure VI
Notice
PARTICULARS OF EMPLOYEES
[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014]
a) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:
(i) Ratio of the Remuneration of each Director to the median remuneration of the employees of the Company for the
financial year 2023-2024:
Directors’ Report
remuneration of the employees for the year 2023-24
Dr. Deepak Kanekar Non-Executive Director 5.24
Vijay Palkar Managing Director 31.42
Bharati Palkar Whole time Director 25.19
Rahul Palkar Joint Managing Director 21.03
Adhikrao Shingade Whole time Director 6.50
Avinash Krishna Aphale Independent Director 0.71
Vijay Yeshwant Sane Independent Director 0.22
Jayaprakash Shetty Whole time Director 3.08
(iii) The percentage increase in the median remuneration of employees in the financial year:
The percentage increase in the median remuneration of employees in the financial year 2023-2024 is 10% to 20%
Notice
(iv) The number of permanent employees on the rolls of the Company as on March 31, 2024:
The Company has 557 permanent employees on the rolls as on March 31, 2024.
(v) Average percentile increases already made in the salaries of employees other than managerial personnel in the last
financial year and its comparison with percentile increase in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for increase in the managerial remuneration.
The average percentage increase made in the salaries of employees other than managerial remuneration in the last financial
year i.e. 2023-2024 was between 10% to 20%, considering their performance & contributions in the operations of the
Company.
Directors’ Report
(vi) Affirmation that the remuneration is as per the Remuneration Policy of the Company:
It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.
b) Information as per Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:
(i) The statement containing names of top ten employees in terms of remuneration drawn as required under Section 197(12)
of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
will be provided to a member who is interested in obtaining these particulars upon receipt of a written request from such
member by the Company. Member can write to the Company at shares@indoaminesltd.com
On behalf of the Board of Directors
Annexures to Directors’ Report
Annexure VII
Notice
Corporate Governance Report
1) COMPANY’S PHILOSOPHY:
Indo Amines Limited (“the Company” or “Indo Amines”) is deeply rooted in its core values and a global best practices framework
that prioritizes transparency, accountability, and integrity. Corporate Governance serves as the cornerstone of the Company’s
operations and plays a pivotal role in its overall success. It encompasses a set of principles and procedures designed to ensure
that the Company conducts its affairs with the highest standards while also aligning with the expectations of its stakeholders and
societal norms.
Our commitment to good governance is ingrained in the organizational culture and mindset, and we are dedicated to fulfilling
the aspirations of all our stakeholders. This commitment manifests itself in the form of returns to shareholders, robust governance
Directors’ Report
processes, and a performance-driven work environment that promotes entrepreneurial spirit. Our customers have reaped the
benefits of receiving top-quality products at competitive prices, underscoring our belief in sustainable and ethical practices
alongside competitiveness.
We firmly believe that robust Corporate Governance practices not only foster corporate growth but also generate long-term value
for our shareholders. The Company is unwavering in its dedication to upholding the highest standards of Corporate Governance
in its interactions with shareholders, employees, customers, suppliers, and other stakeholders.
This report is prepared in strict adherence to the provisions outlined in the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). It provides a comprehensive overview
of the Corporate Governance systems and processes implemented at Indo Amines. We are pleased to report that there are no
instances of non-compliance with any requirements of the Corporate Governance Report, as per sub-paras (2) to (10) of Schedule
Agendas for the Meetings of the Board and its Committees are circulated in advance as per the provisions of the Act and the
Rules framed thereunder and Secretarial Standard – 1 (“SS-1”) issued by the Institute of Company Secretaries of India (ICSI) to
Notice
the Directors/Committee Members to ensure that sufficient time is provided to the Directors to prepare for the Meetings. This
ensures timely and informed decisions by the Board. The Board meets at least once in a quarter to, inter alia, review, approve
and take note of quarterly Standalone and Consolidated Financial Results of the Company, various Compliance Report(s) under
the applicable laws, major legal issues, regulatory developments, Minutes of the Meetings of the Board and its Committees and
those of its Subsidiary Companies, Significant Transactions entered into with Related Parties and note compliances with other
law(s) as applicable to the Company and the Listing Regulations.
In compliance with the provisions of Regulation 17 of Listing Regulations and section 173 of the Act, Board met 5 (Five) times
during the year to review the performance and to deliberate and consider other items on the agenda. The Board members are
encouraged to be present in person for the meetings of the Board, however, with the Board being represented by Independent
Directors from various parts of the country, it may not be possible for all of them to be physically present at all meetings. The
Company provides video conference facility to enable their participation. The dates on which the said meetings were held:
Directors’ Report
03rd April 2023, 17th May 2023, 10th August 2023, 09th November 2023 and 09th February 2024.
The gap between two Meetings did not exceed 120 days and the Meetings were conducted in compliance with all applicable
laws. The necessary quorum was present for all the Board Meetings.
The necessary quorum was present, either in person or by means of video conference, for all the meetings of the Board
The composition of Board of Directors along with details of the meetings held during the financial year 2023-24 and attendance
of Directors in person or through video conference, is detailed below:
Name of Director* Category No. of Board Attendance **No. of No. of committee No. of shares held in
Meetings at 30th AGM Directorship (As on positions in Mandatory the Company as on
Annexures to Directors’ Report
Name of Director* Category No. of Board Attendance **No. of No. of committee No. of shares held in
Meetings at 30th AGM Directorship (As on positions in Mandatory the Company as on
Notice
attended 31.03.2024) Committees*** (as on 31st March, 2024
during the 31.03.2024)
year 2023-24 Chairman Member
Mr. Ajay Marathe Non-Executive 5 Yes – 1 1 202
Independent
Director
Mr. Pradeep Thakur Non-Executive 4 Yes 2 – 3 5300
Independent
Director
Mr. Rohan Deshpande Non-Executive 5 No – – 1 –
Independent
Directors’ Report
Director
#Mr. Dhawal Vora Non- Executive 1 Yes – – 1 –
Director
##Mr. Avinash Krishna Non-Executive 3 Yes – – – –
Aphale Independent
Director
###Mr. Vijay Yeshwant Non-Executive 4 Yes – – – –
Sane Independent
Director
Notes:
# Mr. Dhawal Vora (DIN: 00130115) appointed as Non-Executive Director of the Company with effect from 10th August 2023
## Mr. Avinash Krishna Aphale (DIN: 10167429) appointed as Non-Executive Independent Director of the Company with
effect from 18th May 2023
### Mr. Vijay Sane (DIN: 10153927) appointed as Non-Executive Independent Director of the Company with effect from 09th
May 2023
The Thirtieth (30th) Annual General Meeting (‘AGM’) of the Company for FY 2022-23 was held on September 27, 2023 through
Video Conference (‘VC’) / Other Audio-Visual Means (‘OAVM’) in accordance with the relevant circulars issued by the Ministry
of Corporate Affairs (‘MCA’) and the Securities and Exchange Board of India (‘SEBI’)
Apart from the above, no other Director holds any shares in the Company. The Company has not issued any convertible
instruments during the year under review. Out of 14 Directors 3 Directors are related Directors viz: Mr. Vijay Palkar - Managing
Director, Mrs. Bharati Palkar - Whole -Time Director and Mr. Rahul Palkar - Joint Managing Director are immediate relatives of
each other and none of the other Directors are related with each other.
Notice
None of the Directors on the Board is a member of more than ten (10) Committees and Chairperson of more than five (5)
Committees [Committees being Audit Committee and Stakeholders Relationship Committee as per Regulation 26(1) of the
SEBI Listing Regulations] across all the public companies in which he/she is a director. All the Directors have made the requisite
disclosures regarding committee positions held by them in other companies.
None of the Directors hold office in more than ten (10) public limited companies as prescribed under Section 165(1) of the Act.
No Director holds Directorships in more than seven (7) listed companies. None of the Non-Executive Director is an Independent
Director in more than seven (7) listed companies as required under the SEBI Listing Regulations. Further, the Managing Director
& CEO and the Executive Directors do not serve as Independent Directors in any listed company.
Skills/expertise/competencies of the Board of Directors:
The Board of the Company comprises eminent personalities and leaders in their respective fields. The Directors are professionals,
Directors’ Report
possessing wide experience and expertise in their areas of function, viz. Sales & Marketing, International Business, General
management and leadership, Financial & risk management skills and Technical, professional skills and knowledge including legal,
governance and regulatory aspects.
In compliance with SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (“SEBI Amendment
Regulations, 2018), the Board of Directors has identified the skills/expertise/ competencies in the context of the Company’s
business and possession of the same by each member of the Board in compliance with the said regulations which are as follows:
1) Business experience
2) Industry knowledge
3) Professional Skill and Qualification
Annexures to Directors’ Report
* Mr. Suneel Raje (DIN: 07816980) retired from the Company with effect from closure of business hours on 08th May, 2023,
upon completion of his term of appointment as an Independent Director.
Notice
^ Ms. Lakshmi Kantam (DIN:07831607) retired from the Company with effect from closure of business hours on 25th May,
2023, upon completion of her term of appointment as an Independent Director.
^^Mr. Nandan Khambete (DIN: 08963471) resigned from the Company as Non-Executive, Non-Independent Director with
effect from closure of business hours on 17th May, 2023.
$ Mr. Vijay Naik (DIN: 08998268) resigned from the Company as Whole time Director with effect from closure of business hours
on 30th November, 2023.
@ Mr. Nandu Gupta (DIN: 00335406) resigned from the Company as Whole time Director with effect from closure of business
hours on 11th October, 2023.
##Mr. Vijay Sane (DIN: 10153927) appointed as Non-Executive Independent Director of the Company with effect from 09th
May 2023.
Directors’ Report
*** Mr. Avinash Aphale (DIN: 10167429) appointed as an Non-Executive Independent Director of the Company with effect
from 18th May, 2023
###Mr. Dhawal Vora (DIN: 00130115) appointed as Non-Executive Director of the Company with effect from 10th August
2023
The current composition of the Board meets the requirements of skills, expertise and competencies as identified above.
Board Procedure:
For seamless scheduling of Meetings, the calendar of Meetings of the Board and its Committees is circulated and agreed upon at
the beginning of the year. The Company Secretary tracks and monitors the Board and its Committees proceedings to ensure that
and distribution of all papers submitted to the Board and Committees thereof for consideration. The Chairman of the Board
and the Company Secretary determine the agenda for every meeting along with explanatory notes in consultation with the
Managing Director & CEO. The agenda along with the explanatory notes are sent well in advance to the Directors. The Agenda
for the Board and Committee meetings cover items set out as per the guidelines in Listing Regulations to the extent it is relevant
and applicable. The Agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the
meeting to enable the Directors to take an informed decision.
While preparing the agenda, explanatory notes, minutes of the meeting(s), adherence to the Act and the Rules made thereunder,
Listing Regulations, Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI”) and other applicable
laws is ensured.
All material information is circulated to the Directors before the meeting, including minimum information required to be made
available to the Board as prescribed under Part A of Schedule II of the Listing Regulations. With the unanimous consent of the
Board, all information which is in the nature of Unpublished Price Sensitive Information (“UPSI”), is circulated to the Board
and its Committees at a shorter notice before the commencement of the meetings. The management makes concerted efforts
Notice
to continuously upgrade the information available to the Board for decision making and the Board members are updated on all
key developments relating to the Company.
The Company Secretary attends all the meetings of the Board and its Committees and is, inter alia, responsible for recording the
minutes of such meetings. The Company Executives are also invited to join the meetings with permission of the Chairperson(s) of
the Board/Committee meetings. The Company Executives joining the said meetings of Board/Committee is also an opportunity
for the Board/Committee members to interact with the members of the management.
The draft minutes of the meetings of the Board and its Committees are sent to the members for their comments in accordance
with the Secretarial Standard on Meetings of the Board of Directors (“SS – 1”) issued by ICSI. Further, the certified true copy of
the minutes is also circulated to the Board and Committee(s) in accordance with SS – 1.
The Company adheres to the provisions of the Act and the Rules made thereunder, Secretarial Standards and the Listing Regulations
Directors’ Report
with respect to convening and holding the meetings of the Board, its Committees and the General Meetings of the shareholders
of the Company.
Independent Directors:
Independent Directors are Non-Executive Directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and
Section 149(6) of Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing Regulations, they have
confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties. The Company has received declarations from the Independent Directors
that they meet the criteria of Independence laid down under the Act and the Listing Regulations. Based on the declarations
received from the Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence
as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are Independent from the management.
Annexures to Directors’ Report
Further, pursuant to a notification dated October 22, 2019 issued by the Ministry of Corporate Affairs, all the Independent
Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate
Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules,
2014.
All Independent Directors maintain their limits of directorships as required under SEBI Listing Regulations. The maximum tenure
of independent directors shall be in accordance with the Act and rules made thereunder, in this regard, from time to time.
Meeting of Independent Directors:
During the financial year 2023-24, the Independent Directors met once on 09th February, 2024. At such meeting, the Independent
Directors, inter alia, discussed and reviewed performance of Non-Independent Directors, the Board as a whole, Chairman of the
Company and assessed the quality, quantity and timeliness of flow of information between the Company’s management and the
Standalone Financial Statements
Board that is necessary for the Board to perform its duties effectively and reasonably, succession planning of the Independent
Directors of the Board.
The details of the meeting held during the financial year 2023-24 and meetings attended by the Independent Directors of the
Company, in person or through video conference, is detailed below.
implementation and compliance. In this regard, the Board adopted a formal mechanism for evaluating its performance and as
well as that of its committees and individual Directors, including the Chairman of the Board.
Notice
The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as
composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance
issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman
who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment,
updation with the amendments is governing laws, safeguarding of minority shareholders interest etc.
The performance evaluation of has been conducted in the following manner:
• Performance evaluation of Board, Chairman, Managing Director, Non-Executive Director and Executive Director has been
conducted by the Independent Directors (excluding the director being evaluated);
• Performance evaluation of Committee has been conducted by the Board of Directors (excluding the Committee Members
Directors’ Report
being evaluated);
• The performance evaluation of Independent Directors has been conducted by the entire Board of Directors (excluding the
director being evaluated).
The Criteria for Evaluation of Performance of Independent Directors/ Board of Directors of the Company has been disclosed
on the Company’s website https://indoaminesltd.com/investors/.The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with the Company.
i. Familiarization programs for Independent Directors:
As per the requirements of SEBI Listing Regulations 25 (7) and provisions of Companies Act, 2013 and the rules made
thereunder the Company has a familiarization programme for its Independent Directors. The objective of the programme
The terms of reference of the Committees are in line with the applicable provisions of the Listing Regulations, the Act and the
Rules issued thereunder. The detailed terms of reference of the Committees can be accessed on the Company’s website at www.
indoaminesltd.com
The Board has established the following statutory Committees:
i. Audit Committee
The Audit Committee constituted in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation
18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, presently comprises 6 (Six) members,
Independent Directors and Non-Independent Directors. The Audit Committee met 5 (Five) times during the financial year
2023-24 i.e. on 03rd April 2023, 17th May 2023, 10th August 2023, 09th November 2023 and 09th February 2024.The
intervening period between 2 (two) consecutive Audit Committee Meetings was well within the maximum allowed gap of
120 (one hundred and twenty) days.
Notice
The composition of the Audit Committee of the Board of Directors of the Company along with the details of the meetings
held & attended by the members of the Committee during the financial year 2023-24, is detailed below:
2) Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4) Reviewing, with the management the annual financial statements and the auditor’s report thereon, before submission
to the board for approval, with particular reference to:
a. Matters required being included in Director’s Responsibility Statement included in Board’s report.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries based on exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
Standalone Financial Statements
13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
Notice
audit;
14) Discussion with internal auditors of any significant findings and follow up there on;
15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16) Discussion with statutory auditors before the audit commences about nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors.
18) To review the functioning of the Whistle Blower mechanism;
Directors’ Report
19) Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function
or discharging that function) after assessing the qualifications’, experience and background etc. of the candidate;
20) To review utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding
rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /
investments existing as on the date of coming into force of this provision;
21) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, demerger,
amalgamation etc., on the Company and its shareholders.
22) In addition to the above, the Committee reviews the management discussion and analysis, statement of related party
with the provisions of Section 178 of the Companies Act, 2013 read with the rules made thereunder and Regulation 19
read with part D of Schedule II of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, presently
comprises 4 (Four) members, 3 (three) Independent Directors and 1 (one) Non-Executive Director.
The Committee met 3 (three) times during the financial year 2023-24 on 17th May 2023, 10th August 2023 & 09th
November, 2023
The Composition of the Nomination and Remuneration Committee of the Board of Directors of the Company along with
the details of the meetings held and attended by the members of the Committee during the financial year 2023-24 are as
Notice
follows:
The Broad terms of reference of the Nomination and Remuneration Committee in brief include:
a) To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend
to the Board a Policy, relating to the remuneration for the directors, Key Managerial Personnel and other employees;
b) To identify persons who are qualified to become directors and who may be appointed in Senior Management in
accordance with the criteria laid down, recommend to the Board their appointment and removal;
c) To evaluate performance of Directors, Key Managerial Personnel and senior management and formulate the appropriate
performance benchmarks;
d) To devise a policy on diversity of Board of Directors;
Annexures to Directors’ Report
e) To decide whether to extend or continue the term of appointment of the Independent directors, on the basis of the
report of performance evaluation of Independent Directors;
f) To recommend to the board, all remuneration, in whatever form, payable to senior management;
g) Undertake any other matter as the Board may decide from time to time.
Performance Evaluation:
In terms of the requirement of the Act and the SEBI Listing Regulations, Performance evaluation criteria for independent
directors are determined by the Nomination and Remuneration Committee. Performance Evaluation of Independent Directors
is done by the entire Board of Directors (except the Director whose evaluation is being done). The Board also evaluates
if the Independent Directors fulfill the criteria of independence as laid down in the Companies Act, 2013, Rules framed
thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
Standalone Financial Statements
2015, as amended from time to time. The parameters/ criteria for the performance evaluation of the Independent Directors
includes attendance, listing of views of others, active participation in the meetings, knowledge of latest developments in
applicable laws to the Company, financial reporting, comment on draft minutes etc.
Disclosure on Remuneration of Directors:
The Company’s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees forms
an integral part of Board’s Report. Further, the Company has devised a Policy for performance evaluation of Independent
Directors, Board, Committees and other individual Directors. The Company’s nomination and remuneration policy is
directed towards rewarding performance based on review of achievements periodically. The nomination and remuneration
policy are in consonance with the existing industry practice. The said Policy also includes criteria for making payments to
Non-Executive Directors. The policy is available on Company’s website at http://www.indoaminesltd.com/policies/
The remuneration of the Executive and Non-Executive Directors of the Company is decided by the Board on the terms and
Consolidated Financial Statements
Details of Remuneration paid to Executive Directors for the year ended March 31, 2024:
(R in Lakhs)
Notice
Sr. Name of Directors Designation Salary & Sitting Total
No. Perquisites Fees
1. Mr. Vijay Palkar Promoter/ Managing Director 150.00 1.25 151.25
2. Mrs. Bharati Palkar Promoter/ Whole - Time Director 120.00 1.25 121.25
3. Mr. Rahul Palkar Promoter/ Joint Managing Director 100.00 1.25 121.25
4. Mr. Adhikrao Shingade Whole - Time Director 30.05 1.25 31.30
5. Mr. Keyur Chitre Whole - Time Director 31.87 1.25 33.12
6. * Mr. Nandu Gupta Whole - Time Director 42.15 0.75 42.90
Directors’ Report
7. Mr. Jayaprakash Shetty Whole - Time Director 13.58 1.25 14.83
8. ** Mr. Vijay Naik Whole – Time Director 17.17 1.00 18.17
* Mr. Nandu Gupta resigned as Whole Time Director with effect from 11th October, 2023.
** Mr. Vijay Naik resigned as Whole Time Director with effect from 30th November, 2023.
ii. Remuneration to Non-Executive Directors:
No pecuniary relationship exists between the Non- Executive Directors and the Company other than drawing sitting
fees and reimbursement of expenses to attend meetings of the Board and Committees thereof. However, Company
has paid remuneration by way of commission to Dr. Deepak Kanekar, Non-Executive Director.
*Mr. Dhawal Vora (DIN: 00130115) Appointed as Non-Executive – Non Independent Director With effect from
10th August 2023.
Notice
**Mr. Avinash Krishna Aphale (DIN: 10167429) Appointed as Non-Executive – Independent Director With effect
from 18th May 2023.
***Mr. Vijay Yeshwant Sane (DIN: 10153927) Appointed as Non-Executive – Independent Director With effect
from 09th May 2023.
c) Service Contracts, Severance Fees and Notice Period:
The appointment and remuneration of the Managing Director and Whole-Time Directors are subject to the
provisions of the Act and the resolution passed by the Board of Directors and Members of the Company which
cover the terms and conditions of such appointment. There is no separate provision for payment of severance fee
under the resolutions governing the appointment of Managing Director and Whole-Time Directors. The Company
Directors’ Report
• Approve the transmission of shares or other securities arising as a result of death of the sole / any of joint shareholders.
• Consider and resolve the complaints / grievances of security holders of the Company, including complaints related
to transfer of shares, non-receipt of balance sheet and non-receipt of declared dividend.
• Approve, register and refuse to register transfer /transmission of shares and other securities.
• To authorize affixing of the Common seal of the Company from time to time on any deed or other instrument
requiring authentication by or on behalf of the Company.
• Oversee & review, all matters connected with the transfer of securities of the Company.
• To deal with the Company’s unclaimed / undelivered shares, as prescribed in the relevant Regulation of the Listing
Regulations.
Consolidated Financial Statements
• To do all such acts, deeds and things as may be necessary in this regard.
Details of Company Secretary & Compliance officer of the Company:
Ms. Tripti Sharma
Indo Amines Limited
W-44, MIDC Phase II, Dombivli (E), Dist. Thane - 421203
Email Id: shares@indoaminesltd.com
Nature of Complaints and Redressal Status
During financial year 2023-2024, the complaints and queries received by the Company were general in nature, which
include issues relating to non-receipt of Dividend Warrants, Shares, Annual Reports and others, which were resolved
to the satisfaction of the shareholders.
Details relating to the number of complaints received and redressed during the financial year 2023-2024 and as on
March 31, 2024 are as under: -
Notice
1 Complaints pending as on 01.04.2023 NIL
2 Received during the year 14
3 Resolved during the year 13
4 Complaints Pending as on 31.03.2024 01
iv. Corporate Social Responsibility (CSR) Committee:
The Corporate Social Responsibility (‘CSR’) Committee of the Board is constituted in accordance with the provisions of
Section 135 of the Act. The CSR Committee has been entrusted with the specific responsibility of reviewing corporate
social responsibility programmes. The scope of the CSR Committee also includes approving the budget of CSR activities,
reviewing the CSR programmes, formulation of annual action plan and monitoring the CSR spends. The CSR Committee
Directors’ Report
comprises 3 (three) members, 2 (two) Independent Directors and 1(one) Executive Director.
The annual report on CSR activities undertaken by the Company during the year under review, along with the amount
spent forms part of the Board’s Report as an Annexure. All details related to CSR initiatives of the Company are displayed
on the Company’s website at https://www.indoaminesltd/investors/policies.
During the year there was 2 (Two) CSR Committee Meeting held on 17th May, 2023 and 10th August, 2023
The constitution of the CSR Committee of the Board of Directors of the Company along with details of the meetings
held and attended by the members of the Committee during the financial year 2023-24 is as detailed below:
Name of the Member(s) Nature of Meeting(s) details
Directors of the Company at their meeting held on 22nd May 2024 and is annexed to this Report as “Annexure B”.
COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE:
As required by Schedule V of the Listing Regulations, the Secretarial Auditors Certificate on Corporate Governance is
annexed to this Report as Annexure ‘C’.
3) GENERAL BODY MEETINGS:
Details of last three Annual General Meetings and the summary of Special Resolution passed therein are as under:
2020-21 06th August, 11:30 am Through Video 1) Re-appointment of Mr. Vijay Bhalchandra
2021 Conferencing (VC) and Palkar (DIN: 00136027) as an Managing
Other Audio-Visual Director of the Company.
Measures (OAVM) 2) Re-appointment of Mr. Jayaprakash Anand
Shetty (DIN: 07980763) as an Whole-Time
Director of the Company.
3) Re-appointment of Mr. Nandu Hariprasad
Gupta (DIN: 00335406) as an Whole-Time
Director of the Company.
4) Appointment of Mr. Vijay Naik (DIN:
08998268) as a Director & Whole-Time
Standalone Financial Statements
Notice
2022-23 27th 11:30 AM Through Video 1) Ratification of remuneration of Cost Auditor.
September Conferencing (VC) and 2) Re-appointment of Mrs. Bharati Vijay Palkar
2023 Other Audio-Visual (DIN:00136185) as Whole Time Director of
Measures (OAVM) the Company for Three Years
3) Re-appointment of Mr. Adhikrao A. Shingade
(DIN: 09219226) as a Whole-Time Director
of the Company
4) Re-appointment of Mr. Vijay Naik (DIN:
08998268) as a Whole-Time Director of the
Company:
Directors’ Report
5) Re-appointment of Mr. Vijay Bhalchandra
Palkar (DIN: 00136027) as a Managing
Director of the Company.
6) Appointment of Mr. Nandu Hariprasad Gupta
(DIN:00335406) as a Whole-Time Director of
the Company.
7) Re-appointment of Mr. Jayaprakash Anand
Shetty (DIN: 07980763) as a Whole-Time
Director of the Company
8) Re-appointment of Mr. Keyur Chitre (DIN:
The voting period was commenced from Saturday, 08th July, 2023 at 09:00 a.m Hours IST and end on Sunday, 06th August,
2023 at 05:00 p.m. Hours IST. The details of business to be transacted was stated Notice of Postal Ballot circulated. The results
Notice
of the remote e-voting will be announced on or before Tuesday, 08th August, 2023.
The voting period was commenced from Friday, 05th January, 2024 at 09:00 a.m. Hours IST and end on Saturday, 03rd February,
2024 at 05:00 p.m. Hours IST. The details of business to be transacted was stated Notice of Postal Ballot circulated. The results
of the remote e-voting will be announced on or before Tuesday, 6th February, 2024.
The Company engaged the services of Central Depository Services Limited (“CDSL”) for the purpose of providing electronic
voting facility to all its members. The Postal Ballot Notice was sent to the members in electronic form at their email addresses
registered with the depositories/Bigshare Services Private Limited, Company’s Registrar and Share Transfer Agent. The Company
also published notice in the newspapers declaring the details of completion of dispatch, e-voting details and other requirements
in terms of the Act read with the Rules issued thereunder and the Secretarial Standards issued by the Institute of Company
Secretaries of India. Voting rights were reckoned on the paid-up value of shares of the Company registered in the names of the
Directors’ Report
03rd July 2023 Appointment of Mr. Vijay Y. Sane (DIN: 10153927) as a Non- 45,555,485 99.99 4,576 0.01
Executive Independent Director of the Company
03rd July 2023 Appointment of Mr. Avinash Aphale (DIN:10167429) as a 45,555,485 99.99 4,576 0.01
Whole-Time Director of the Company
02nd January To approve the Re-Appointment of Mr. Rohan Deshpande 47,903,924 99.99 2,482 0.01
2024 (DIN: 09520645) as an Independent Director of the Company;"
The results were displayed at the registered office of the Company and on the Company’s website at www.indoaminesltd.com
and were available on the website of the Stock Exchanges and CDSL. The results were also on voluntary basis intimated through
Press Release in newspapers.
Expect mentioned below, no other Special Resolution is proposed to be passed through Postal Ballot as on the date of this
Integrated Annual Report:
Standalone Financial Statements
The Company circulated a postal ballot notice dated 22nd May 2024. The voting period commenced on Wednesday, 31st
July 2024, at 09:00 a.m. and will end on Thursday, 29th August 2024, at 05:00 p.m. (IST). The purpose of the ballot is to seek
shareholder approval for the appointment of Mr. Saji Jose (DIN: 10650311) as a Whole-Time Director of the Company for a
term of three consecutive years, commencing from 1st June 2024 to 31st May 2027.
The details of the previous postal ballots are available on the website of the Company at https://www.indoaminesltd.com/investors.
4) MEANS OF COMMUNICATION:
The Company follows a robust process to seamlessly communicate with its stakeholders and investors thereby honoring their
commitment towards the Company’s vision. Prompt and efficient communication with the investor community/external
constituencies enables them to be aware of the Company’s business activities, strategy and future prospects. For this purpose,
the Company provides multiple channels of communications through the following ways:
Consolidated Financial Statements
i. Quarterly results Quarterly, half-yearly and Annual financial results of the Company are submitted in time
to BSE & NSE and also published in leading English and vernacular Marathi Language
newspaper “Free press Journal” and “Navshakti Mumbai” newspapers.
ii. Newspapers in which results 1. Free press Journal
are normally published
2. Navshakti Mumbai
iii. Website In Compliance with Regulation 46 of the Listing regulations, a separate dedicated
section under ‘Investors’ on the Company’s website (www.indoaminesltd.com) gives
information on various announcements made by the Company including status of
unclaimed dividend, stock quotes, Annual Report, Quarterly/Half yearly/ Nine-months
and Annual Financial results along with the applicable policies of the Company.
iv. Administrative/Registered W-44, MIDC, Phase II, Dombivali (East), Dist. Thane, Maharashtra, 421203
Office
Notice
v. Stock Exchange The Board of Directors has approved a Policy for determining materiality of events for
the purpose of making disclosure to the Stock Exchanges. The Managing Director &
CEO and the CFO & Company Secretary are empowered to decide on the materiality
of information for the purpose of making disclosures to the Stock Exchanges. The
Company makes timely disclosures of necessary information to BSE Limited (BSE)
and National Stock Exchange of India Limited (NSE)*, where equity shares of the
Company are listed, in terms of the Listing Regulations and other applicable rules and
regulations issued by the SEBI.
vi. News Releases/ Presentations During the Financial Year 2023-24, the Company has not displayed its results of any
quarters in news releases.
vii. Whether Management Yes, it is a part of Annual report
Directors’ Report
Discussions and Analysis
report is a part of Annual
Report or not.
Letters and Reminders to Shareholders for Unclaimed Shares/Dividends:
Pursuant to the provisions of the Act, the Company sends reminder letters to those shareholders whose unclaimed dividend/
shares are liable to be transferred to the Investor Education and Protection Fund (IEPF) account. In addition to the aforesaid
statutory requirement, the Company sends a voluntary reminder to the shareholders who have not claimed their dividends, on
an annual basis.
The Company has uploaded the names of the Members and the details of the unclaimed dividend by the Members on its website.
The Company is registered with the Registrar of Companies, Maharashtra, Mumbai. The Corporate Identity Number (CIN) allotted
to the Company by the MCA is L99999MH1992PLC070022.
i. AGM: Date, Time and Venue:
Date 24th September 2024
Day Tuesday
Time 11:30 AM
Venue The Company is conducting AGM through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).
Deemed Venue of the meeting is registered office of the company situated at W-44, MIDC Phase II, Dombivli
(E), Dist. Thane – 421203.
ii. The Financial year of the company is from April 1, 2023 to March 31, 2024.
iii. Dividend Payment Date: On or before 23rd October, 2024 subject to shareholders’ approval at ensuing Annual General
Notice
Meeting.
iv. Book closure dates: From Wednesday, September 18, 2024, to Tuesday, September 24, 2024, (both days inclusive).
v. The details of dividend declared and paid by the Company for the last five years are as follows:
Financial Reporting for the quarter ended December 31, 2024 By mid of February, 2025
Financial Reporting for the quarter and year ended March 31, 2025 By end of May, 2025
xi. Market price data: the monthly high and low prices of the Company’s shares at BSE Limited for the financial year ended
31st March, 2024 are as follows:
(All Figures in Indian Rupees)
Months Price
High Low Close
April, 2023 102.00 76.20 89.40
May, 2023 118.70 88.10 114.75
June,2023 128.70 112.75 119.10
Consolidated Financial Statements
Performance of the share price of the Company in comparison with BSE Sensex.
160
Notice
74000
140
72000
120
70000
100
68000
80
66000
60
40 64000
20 62000
Directors’ Report
0 60000
Apr‐23
May‐23
Jul‐23
Oct‐23
Nov‐23
Jun‐23
Aug‐23
Sep‐23
Dec‐23
Jan‐24
Feb‐24
Mar‐24
18500
80
18000
60 17500
17000
40 16500
16000
20
15500
0 15000
Apr‐23
May‐23
Jul‐23
Aug‐23
Sep‐23
Oct‐23
Nov‐23
Dec‐23
Feb‐24
Mar‐24
Jun‐23
Jan‐24
processing any service request from shareholders viz., issue of duplicate share certificates, endorsement, transmission, transposition
etc. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4. After
processing the service request, a letter of confirmation will be issued to the shareholders and shall be valid for a period of 120
days, within which the shareholder shall make a request to the Depository Participant for dematerializing those shares. If the
shareholders fail to submit the dematerialization request within 120 days, then the Company shall credit those shares in the
Suspense Escrow Demat account held by the Company. Shareholders can claim these shares transferred to Suspense Escrow
Demat account on submission of necessary documentation.
In view of the aforesaid, Members who are holding shares in physical form are hereby requested to convert their holdings in
electronic mode to avail various benefits of dematerialization.
Annexures to Directors’ Report
SEBI/MCA or any such statutory authority. The said Certificate is annexed to this Report on Corporate Governance.
8) TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
In terms of Sections 124 and 125 of the Companies Act, 2013 (“the Act”) read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including any statutory modification(s) and/or re-enactment(s)
thereof for the time being in force) (“IEPF Rules”), dividend, if not paid or claimed for a period of 7 (seven) years from the date
of transfer to Unclaimed Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection
Fund (“IEPF”) established by the Central Government, after completion of seven years from the date of transfer to Unclaimed
Dividend Account on the Company. Further, according to the Act read with the IEPF Rules, all the shares in respect of which
dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more shall also be transferred to
the demat account of the IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific
Order of Court, Tribunal or Statutory Authority, restraining transfer of the shares.
Consolidated Financial Statements
During the year under review, the Company had sent individual notices and issued advertisements in the newspapers, requesting
the shareholders to claim their dividends in order to avoid transfer of shares/ dividends to the IEPF. Details of the unclaimed
dividend and shareholders whose shares are liable to be transferred to the IEPF Authority are available on the website of the
Company at https://www.indoaminesltd.com/investors.
The details of the unclaimed dividends transferred to IEPF during the financial year 2023-24 are as follows:
Notice
Final Dividend for the Financial Year 2016-17 21,13,339
During the financial year 2023-24, the Company would be transferring unpaid or unclaimed final dividend amount pertaining
to final and interim dividend for the financial year 2016-2017 on or before 2nd March, 2025 to the IEPF.
The members who have a claim on the dividends and shares transferred to the IEPF Authority may claim the same by submitting
an online application in web Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same,
duly signed to the Company, along with requisite documents enumerated in the Form No. IEPF-5. No claims shall lie against the
Company in respect of the dividend/shares so transferred.
Details of shares/shareholders in respect of which dividend has not been claimed, are provided on the website, at link
https://indoaminesltd.com/investors/ . The shareholders are requested to verify their records and claim their unclaimed dividends
Directors’ Report
for the past years, if not claimed.
Nodal and Deputy Nodal Officer:
In accordance with the IEPF Rules, Ms. Tripti Sharma, Company Secretary of the Company is the Nodal Officer. Details of
the Nodal Officer for the purpose of co-ordination with the IEPF Authority are available on the website of the Company at
https://www.indoaminesltd/investors.
9) DIVIDEND:
The Company provides the facility for remittance of dividend to members through DC (Direct Credit)/ NACH (National Automated
Clearing House)/NEFT (National Electronic Funds Transfer). In cases where the core banking account details are not available,
10) DISCLOSURE IN RESPECT OF EQUITY SHARES TRANSFERRED TO THE ‘INDO AMINES LIMITED – UNCLAIMED
SUSPENSE ACCOUNT’
Notice
Shares were issued by the Company pursuant to issue of Bonus Shares, which remained unclaimed were transferred to a
demat Unclaimed Suspense Account pursuant to Regulation 39 and corresponding Schedule VI of the Listing regulations. The
Company has already sent reminders to the shareholders for claiming those shares at their latest available address (es) with the
Company or Depository, as the case may be. The shareholders after verifying from RTA that their shares have been transferred
to Unclaimed Suspense Account can make their claim with the Company or RTA. Thereafter, Company on proper verification
of the shareholder’s identity and address would transfer the shares in their favour.
All the Corporate benefits against those shares like bonus shares, split, dividend etc., would also be transferred to Unclaimed
Suspense Account of the Company. The voting rights on shares lying in unclaimed suspense account shall remain frozen till the
rightful owner claims the shares.
Shareholders
Aggregate number of shareholders and the outstanding shares in the suspense 2156 694,060
account lying as on 01st April, 2023
Number of shareholders who approached the Company for transfer of shares – –
from suspense account during the year
Number of shareholders to whom shares were transferred from unclaimed shares – –
suspense account during the year
Aggregate number of shareholders and the outstanding shares in the suspense – –
account lying as on 31st March, 2024
Annexures to Directors’ Report
Voting rights on these shares shall remain frozen till the rightful owner of such – –
shares claims the shares
Indo Amines Limited - Suspense Escrow Demat Account:
In accordance with the requirements of SEBI Circular No. SEBI /HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/8 dated 25th January,
2022 the Company has opened a Suspense Escrow Demat Account with the DP for transfer of shares lying unclaimed for more
than 120 days from the date of issue of Letter of Confirmation to the shareholders in lieu of physical share certificate(s) to enable
them to make a request to DP for dematerializing their shares.
All the corporate benefits against these shares like bonus shares, split, etc., would also be transferred to Unclaimed Suspense
Account and Suspense Escrow Demat Account of the Company. While the dividend for the shares which are lying in Unclaimed
Suspense Account and Suspense Escrow Demat Account would be credited back to the relevant dividend accounts of the
Company.
Standalone Financial Statements
As of date of the report there are no shares lying in suspense escrow demat account as all the shares are transferred to IEPF.
11) DEMATERIALIZATION OF SHARES:
Number of Shares % of Shares
68080100 96.3%
Break up of shares in physical and Demat form as on 31st March, 2024:
Particulars No. of Shares % of Shares
Shares in Physical Mode 26,17,460 3.70%
Shares in Demat Mode:
Consolidated Financial Statements
Notice
No. of Equity Shares Total Holders % of Total Holding % of
From To Total Holders (in v) Total Capital
Directors’ Report
5001 10000 67 0.2486 4925150 1.3933
10001 9999999999 89 0.3303 299697070 84.7829
Total 26949 100.00 353487800 100
Categories of equity shareholding as on March 31, 2024:
13) TOP TEN EQUITY SHAREHOLDERS OF THE COMPANY AS ON MARCH 31, 2024 APART FROM PROMOTERS:
Sr. Name of the shareholder Number of equity Percentage of
Notice
During the year under review, the Company has managed the foreign exchange risk and heading activities. During the year,
CRISIL have accorded a credit rating “BBB+” to the Company.
16) PLANT LOCATION
No. Location Address
W-35, D-58, W162, W-37/W-38/W-39, Phase II, MIDC, Dombivli (E), Dist. Thane – 421 203,
Maharashtra
i. Dombivli MIDC Plot No. A-39/A-40, Dombivali Industrial Area, MIDC Phase-I, Village Asde-Golavali, Off Kalyan
Manpada Road, Dombivli (East), Thane – 421 203, Maharashtra
Plot No. W-123, Phase II MIDC Dombivli, Thane – 421 203, Maharashtra
ii. Baroda Survey No. 1723/1724/1746, Tundav, Taluka Savli, Baroda, Gujarat.
Standalone Financial Statements
iii. Rabale MIDC W/265, W/266A, TTC INDL Area Rabale MIDC, Navi Mumbai – 400 701
Plot No.2, D-151, D- 152, D-70, J-5 Additional Industrial Area, Avadhan, MIDC, Dhule –
iv. Dhule MIDC
424006, Maharashtra
Plot No.:- B-14; Mahad MIDC, Mahad District
Plot Number E-6, E-29 MIDC, Mahad District Raigad - 422 309, Maharashtra
v. Mahad MIDC
Plot No. C-73, MIDC Mahad District Raigad - 422 309, Maharashtra
C -78/79/80, MIDC Mahad District Raigad - 422 309, Maharashtra
vi. Badlapur A 35 an d A35/A at MIDC Badlapur, Maharashtra
17) FOR ANY QUERIES RELATING TO THE SHARES OF THE COMPANY, CORRESPONDENCE MAY PLEASE BE
ADDRESSED TO THE COMPANY’S RTA AT:
Bigshare Services Private Limited
Consolidated Financial Statements
Add: Office No S6-2, 6th floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East)
Mumbai – 400093, Maharashtra, India.
Tel No: 022 - 62638200
Fax No: 022 - 62638299
Email Id: investor@bigshareonline.com
Web Add: www.bigshareonline.com
The documents will also be accepted at the following Registered Office of the Company:
Indo Amines Limited
Notice
CIN: L99999MH1992PLC070022
Add: W-44, Phase II, MIDC, Dombivli (E), Dist. Thane, Thane - 421 203, Maharashtra
Email Id: shares@indoaminesltd.com
Website: www.indoaminesltd.com
Shareholders are requested to quote their Folio No./ DPID & Client ID, e-mail address, telephone number and full address while
corresponding with the Company and its RTA.
Addresses of the redressal agencies for Investors to lodge their grievances:
Ministry of Corporate Affairs (MCA)
‘A’ Wing, Shastri Bhawan, Rajendra Prasad Road, NewDelhi – 110 001
Directors’ Report
Tel.: (011) 2338 4660, 2338 4659
Website: www.mca.gov.in
Securities and Exchange Board of India (SEBI):
Plot No.C4-A, ‘G’ Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400051, Maharashtra
Tel : +91-22-26449000 / 40459000
Fax : +91-22-26449019-22 / 40459019-22
Tel : +91-22-26449950 / 40459950
Toll Free Investor Helpline: 1800 22 7575
E-mail: sebi@sebi.gov.in
Website: www.sebi.gov.in
Website: www.cdslindia.com
18) OTHER DISCLOSURES:
1. Related Party Transactions:
The Related Party Transactions undertaken by the Company were in compliance with the provisions set out in the Companies
Act, 2013 read with the rules made there under and Regulation 23 of the SEBI Listing Regulations. There is no material
related party transactions during the year under review that have conflict with the interest of the Company. Transactions
entered into with related parties during FY 2023-2024 were in the ordinary course of business and at arms’ length basis and
were duly approved by the Audit Committee. The details of Related Party Transactions are set out in the Notes to Financial
Statements forming part of this Annual Report. The Company is in compliance with the applicable Accounting Standard for
related party disclosures in the Financial Statements. The Board’s approved policy for related party transactions is uploaded
on the website of the Company can be accessed at https://www.indoaminesltd.com/investors.
SEBI introduced substantial changes in the related party transactions framework, inter alia, by enhancing the purview of
the definition of related party, and overall scope of transactions with related parties. Considering the changes to the Listing
Notice
Regulations relating to related party transactions, the Company’s ‘Policy on dealing with and materiality of related party
transactions’ was suitably amended to align the same with the new requirements prescribed by SEBI.
The said Policy can be accessed on the Company’s website at https://www.indoaminesltd.com/investors.
Consequently, the Company also amended the framework for Related Party Transactions which is followed for identifying,
entering into and monitoring related party transactions. The deviations, if any, to the said process have been brought to
the attention of Audit Committee suitably. The Audit Committee reviews at least on a quarterly basis, the details of related
party transactions, if any, entered into by the Company pursuant to the omnibus approval granted.
There are no materially significant Related Party Transactions of the Company which have potential conflict with the interests
of the Company at large.
Directors’ Report
Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed the half-yearly reports on related party
transactions with the stock exchanges on which the shares of the Company are listed.
2. Statutory Compliance, Penalties and Strictures:
The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters
relating to capital markets.
3. Vigil Mechanism and Whistle Blower Policy:
The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Company has
adopted a Whistle Blower Policy and an effective vigil mechanism system to provide a formal mechanism to its Directors,
employees and business associates to voice concerns in a responsible and effective manner regarding suspected unethical
Annexures to Directors’ Report
matters involving serious malpractice, abuse or wrongdoing within the organization and also safeguards against victimization
of Directors/ employees and business associates who avail of the mechanism.
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees
in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about
unethical behavior. The Company hereby affirms that no Director/ employee has been denied access to the Chairman
and Audit Committee and that no complaints were received during the year. This Policy is available on the website of the
Company at https://www.indoaminesltd.com/investors
4. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements:
Mandatory Requirements: The Company has complied with all the mandatory requirements of the Listing Regulations
relating to Corporate Governance.
Non-Mandatory Requirements:
Standalone Financial Statements
• The Non-Executive Chairman of the Company has been provided a Chairman’s Office at the Registered Office of the
Company.
• The Chairman of the Board is a Non-Executive Director and his position is separate from that of the Managing Director
& CEO. Further, the Chairman of the Company is not related to the Managing Director & CEO.
• The Company has a policy of announcement of the quarterly/half yearly/yearly results. The results, as approved by the
Board of Directors (or Committees thereof) are first submitted to Stock Exchange within 30 minutes (under Regulation
30 of the Listing Regulations) of the approval of the results. The quarterly, half yearly and yearly results are published
in newspapers and uploaded on Company’s website www.indoaminesltd.com
• During the year under review, there is no audit qualification on the Company’s financial statements. The Company
continues to adopt best practices to ensure regime of unmodified audit opinion.
Consolidated Financial Statements
• The Chief Internal Auditor reports functionally to the Audit Committee of the Company and administratively to the
Managing Director & CEO. He participates in the meetings of the Audit Committee of the Board of the Company
and presents his internal audit observations to the Audit Committee and also participates in the meetings of the Risk
Management Committee.
5. Subsidiary companies:
The Company as of date does not have any material subsidiary in terms of Regulation 16(1)(C) of the Listing Regulations. The
synopsis of the minutes of the Board meetings of the subsidiary companies are placed at the Board meeting of the Company
on quarterly basis. The Audit Committee reviews the financial statements including investments by the unlisted subsidiaries of
the Company. The management periodically brings to the notice of the Audit Committee and the Board of Directors of the
Company, a statement of all significant transactions and arrangements entered into by unlisted subsidiaries, if any. The Policy for
determining material subsidiaries has been uploaded on the Company’s website at https://www.indoaminesltd.com/investors.
The management periodically brings to the notice of the Audit Committee and the Board of Directors of the Company, a
Notice
statement of all significant transactions and arrangements entered into by unlisted subsidiaries, if any.
6. Commodity price risk or foreign exchange risk and hedging activities
The Company has taken suitable steps from time to time for protecting itself against foreign exchange risk(s). The Company
does not enter into hedging activities. As such, the Company is not exposed to any commodity price risk, and hence the
disclosure under Clause 10(g) of Part C of Schedule V in terms of the format prescribed vide SEBI Circular, dated November
15, 2018, is not required.
7. Proceeds of public, rights and preferential issues
The Company has not raised any fund through Preferential Allotment or Qualified Institutions Placement as specified under
Regulation 32 (7A) of the SEBI Regulations, during the financial year 2023-24.
Directors’ Report
8. Website:
The Company ensures dissemination of applicable information under Regulation 46(2) of the Listing Regulations on the
Company’s website at www.indoaminesltd.com/Investors/
This section includes detailed information about the Company. It includes details relating to the financial results declared
by the Company, annual reports, presentations made by the Company to investors, press releases, shareholding patterns
and such other material information which is relevant to shareholders. The Company ensures the content on the websites
is correct and updated on time-to-time basis.
9. Adoption of discretionary requirements of Part – E of Schedule II of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015:
15. Details of total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis,
to the Statutory Auditor and all entities in the network firm/ network entity of which the Statutory Auditor
Notice
is a part:
During FY 2023-24, the Company and its subsidiaries has paid, on a consolidated basis, for all services and all entities
in the network firm/entity of which they are a part to total fees R 88,000/- to M/s. V.S. Somani, Statutory Auditors and
R 15,74,000/- was paid to M/s. Kulkarni & Khanolkar, Statutory Auditors
16. Disclosure relating to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013:
The Company is committed to ensuring that all employees work in an environment that not only promotes diversity and
equality but also mutual trust, equal opportunity and respect for human rights. As per the requirement of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, the
Company has adopted a gender neutral Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at
Directors’ Report
Workplace, for the prevention of sexual harassment which is aimed at providing all employees a safe, secure and dignified
work environment and constituted an Internal Complaints Committee to deal with complaints relating to sexual harassment
at workplace.
The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at workplace.
The details relating to the number of complaints received and disposed of during the financial year 2023-24 are as under:
a. Number of complaints filed during the financial year: NIL
b. Number of complaints disposed of during the financial year: NIL
c. Number of complaints pending as on end of the financial year: NIL
Annexures to Directors’ Report
The Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace has been uploaded on
the Company’s website at https://www.indoaminesltd.com/investors/policies.
17. Disclosure by listed entity and its subsidiaries of ‘Loans and advances in the nature of loans to firms/
companies in which directors are interested by name and amount
The Company and its subsidiaries during the financial year under review have not given any “Loans and Advances” in the
nature of loans to any of the firms/Company in which the Directors are interested.
18. Details of material subsidiaries of the listed entity; including the date and place of incorporation and the
name and date of appointment of the statutory auditors of such subsidiaries .
During the financial year under review the Company does not have any material subsidiary.
19. CEO and CFO Certification:
Standalone Financial Statements
The Chief Executive Officer (‘CEO’) & Chief Financial Officer (‘CFO’) of the Company gives annual certification on financial
reporting and internal controls to the Board in terms of Regulation 17 of the Listing Regulations. The CEO and CFO also
gives quarterly certification on financial results while placing the financial results before the Board in terms of Regulation
33 of the Listing Regulations. The annual certificate for F.Y. 2023-24 given by the CEO and CFO is published in this Report.
20. During the year under review, there is no audit qualification on the Company’s financial statements. The Company continues
to adopt best practices to ensure regime of unmodified audit opinion.
21. Non-resident shareholders:
Non-resident shareholders are requested to immediately notify the following to the RTA of the Company in respect of shares
held in physical form and to their DPs in respect of shares held in dematerialized form:
a) Indian address for sending all communications, if not provided so far.
Consolidated Financial Statements
In case of any change in relation to the email address, the members are required to intimate the same:
• For shares held in electronic form: to their respective DP.
Notice
• For shares held in physical form: to the Company/RTA in prescribed Form No. ISR-1.
23. Voting Rights:
The fundamental voting principle is ‘One Share-One Vote’. Equity shares issued by the Company carry equal voting rights,
with an exception, where voting rights in respect of the shares, if any, lying in the Unclaimed Suspense Account, Suspense
Escrow Demat Account, shares transferred to IEPF.
24. Dealing with SEBI registered intermediaries:
Shareholders are requested to deal only through SEBI registered intermediaries and give clear and unambiguous instructions
to their broker/sub-broker/DPs.
Directors’ Report
25. Investor Charter:
In order to facilitate investor awareness for various service requests, SEBI had prescribed Investor Charter for RTAs, inter
alia, detailing the services provided to investors, rights of investors, timelines for various activities of RTAs, Do’s and Dont’s
for Investors and Grievance Redressal Mechanism.
The Investor Charter of the Company’s RTA is available on their website at https://www.bigshareonline.com/Resources.aspx.
26. Standard operating procedures for dispute resolution under the Stock Exchange arbitration mechanism:
SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/76 dated 30th May, 2022 has prescribed SOPs
in accordance with Regulation 40 of the Listing Regulations, for dispute resolution under the Stock Exchange arbitration
mechanism for disputes between a Listed Company and/or Registrars to an Issue and Share Transfer Agents and its
CERTIFICATE OF COMPLIANCE WITH THE CORPORATE GOVERNANCE REQUIREMENTS UNDER SEBI (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
Notice
To
The Members of
Indo Amines Limited
We have examined the compliance of conditions of corporate governance by M/s. Indo Amines Limited (‘the Company’) for the
year ended 31st March, 2024, as stipulated in Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46
and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the said Company
with stock exchanges.
The Compliance of the conditions of corporate governance is the responsibility of the management. Our examination has been limited
to a review of the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of
corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
Directors’ Report
In our opinion and to the best of our information and according to the explanations given to us and the representations made by the
management, we certify that the Company, to the extent applicable, has complied with the conditions of Corporate Governance as
stipulated in Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
For AVS & Associates
Company Secretaries
Annexures to Directors’ Report
Sd/-
Shashank Ghaisas
Partner
Membership No. F11782
C.P. No: 16893
Peer Review No: 1451/2021
UDIN: F011782F000623228
Place: Navi Mumbai
Date: June 26, 2024
Standalone Financial Statements
Consolidated Financial Statements
Annexure VIII
Notice
CEO & CFO Certification
To,
The Board of Directors,
INDO AMINES LIMITED
Add: W-44, Phase II,
M.I.D.C. Dombivli East,
Dist- Thane-421203
A. We, Mr. Vijay Palkar CEO cum Managing Director and Mrs. Suniti Thombre CFO of the Company do hereby certify that we
have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2024 and that to the best
of our knowledge and belief:
Directors’ Report
1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might
be misleading;
2. These statements together present a true and fair view of the listed entity’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
B. To the best of our knowledge and belief, there are no transactions entered into by the listed entity during the year which is
fraudulent, illegal or violative of the listed entity’s code of conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the listed entity pertaining to financial reporting and we have disclosed to the auditors
and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and
DECLARATION UNDER REGULATION 26(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015
Notice
As provided under Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board Members
and the Senior Management Personnel have confirmed compliance with the code of conduct for Board of Directors and Senior
Management for the year ended March 31, 2024.
For Indo Amines Limited
Sd-
Vijay Palkar
(Managing Director & CEO)
DIN: 00136027
Place: Dombivli
Directors’ Report
Date: 22/05/2024
Annexures to Directors’ Report
Standalone Financial Statements
Consolidated Financial Statements
Notice
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members,
Indo Amines Limited
W-44, MIDC Phase II,
Dombivli (E), Thane - 421203
We have examined the relevant records, information, forms, returns, and disclosures received from the Directors of M/s. Indo
Amines Limited having CIN: L99999MH1992PLC070022 and having registered office at W-44, MIDC Phase II, Dombivli (E), Thane
- 421203 (hereinafter referred to as ‘the Company’) produced before us by the Company for the purpose of issuing this Certificate,
in accordance with Regulation 34(3) read with Schedule V Para-C sub-clause 10(i) of the Securities and Exchange Board of India
Directors’ Report
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our knowledge and based on (a) Documents available on the website of the Ministry of Corporate
Affairs (“MCA”); (b) Verification of Directors Identification Number (“DIN”) status at the website of the MCA (c) Disclosures provided
by the Directors (as enlisted in below Table) to the Company; and (d) SEBI Debarment list available at BSE Limited and National
Stock Exchange of India Ltd., we hereby certify that none of the Directors on the Board of the Company (as enlisted in below Table)
have been debarred or disqualified from being appointed or continuing as directors of the Company by the Securities and Exchange
Board of India, MCA or any such other statutory authority for the financial year ending on March 31, 2024.
2. Mr. Nandan Khambete, Non-Executive, Non Independent Director, ceased to be a Director of the Company w.e.f. 17/05/2023;
3. Ms. Lakshmi Kantam Mannepalli, Independent Director, ceased to be a Director of the Company w.e.f. 25/05/2023;
4. Mr. Nandu Hariprasad Gupta, Whole Time Director, ceased to be a Director of the Company w.e.f. 11/10/2023;
5. Mr. Vijay Parashram Naik, Whole Time Director, ceased to be a Director of the Company w.e.f. 30/11/2023;
6. Mr. Deepak Shankar Kanekar, Chairperson, Non-Executive Director, ceased to be a Director of the Company w.e.f. 21/05/2024;
7. Mr. Keyur Paresh Chitre, Whole Time Director, ceased to be a Director of the Company w.e.f. 31/05/2024;
Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management of the
Directors’ Report
Notice
Opinion
We have audited the standalone financial statements of Indo Amines Limited (“the Company”), which comprise the balance sheet as
at 31st March 2024, and the statement of profit and loss, statement of changes in equity and statement of cash flows for the year then
ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024,
and its profit, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
Directors’ Report
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act,
2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements
under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements
of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
Other Information i.e. Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the information included
in the Directors’ Report, but does not include the financial statements and our auditor’s report thereon. The Directors’ Report is
expected to be made available to us after the date of this auditor’s report.
Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion
thereon.
Consolidated Financial Statements
In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it
becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the Directors’ Report, if we conclude that there is a material misstatement therein, we are required to communicate
the matter to those charged with governance and to the Members of the Company.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with
respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted
in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance
of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making
Notice
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board
of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
Directors’ Report
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Annexures to Directors’ Report
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on
whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
Standalone Financial Statements
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in
the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably
Consolidated Financial Statements
(c) The Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Cash Flow Statement dealt
with by this Report are in agreement with the books of account.
Notice
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31st March, 2024 taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms
of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to
these Financial Statements and the operating effectiveness of such controls, refer to our separate Report in Annexure “B”.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given
to us:
Directors’ Report
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company.
iv. The Management has represented that, to the best of its knowledge and belief, as disclosed in the note 47 (xvi) (a) to
the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or
any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,
current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is
not in excess of the limit laid down under Section 197 of the Act.
For Kulkarni & Khanolkar
Chartered Accountants
F. R. No.105407W
(Mihir M. Bapat)
Partner
Place: Mumbai Membership No.163657
Date: 22nd May, 2024 UDIN: 24163657BKFPUZ8569
(ANNEXURE “A” REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF “REPORT ON OTHER LEGAL AND
REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE)
Notice
(i) (a)( A) The company is maintaining proper records showing full particulars, including quantitative details and situation of its
Property, Plant and Equipment.
(B) The company is maintaining proper records showing full particulars of its intangible assets.
(b) We are informed that the physical verification of the Property, Plant and Equipment is conducted by the management at
reasonable intervals. As informed to us, no material discrepancies were noticed on such verification.
(c) The title deeds of all the immovable properties (other than properties where the company is the lessee, the lease agreements
are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the company.
(d) As informed to us, the company has not revalued its Property, Plant and Equipment (including Right of Use of assets) or
Directors’ Report
of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets and that the
quarterly returns or statements filed by the company with such banks or financial institutions are in agreement with the
books of account of the company.
(iii) According to the information given to us, during the year, the company has not made investments in, provided any guarantee
or security or granted any loans or advances in the nature of loans, secured or unsecured to Companies, Firms, Limited Liability
Partnerships or any other parties.
(iv) In our opinion and according to the information and explanations given to us, in respect of loans, investments, guarantees and
security, wherever applicable, the company has complied with the provisions of Section 185 and section 186 of the Companies
Act, 2013.
(v) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits.
Standalone Financial Statements
(vi) As informed to us, the Company is required to maintain cost records as specified by the Central Government under section 148
(1) of the Companies Act, 2013. In our opinion, prima facie such accounts and records are made and maintained.
(vii) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Goods and Services
Tax, provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value
added tax, cess wherever applicable and any other statutory dues.
(b) According to the information and explanation given to us, details of dues of Goods and Services Tax, provident fund,
employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise,value added tax, cess and
any other statutory dues which have not been deposited on account of dispute are as follows:-
Sr Name of the Statute Nature of the Dues Amount Period to which Forum where Remarks, if
No. (¢ in the amount relates dispute is any
lakhs) pending
Consolidated Financial Statements
1. Income Tax Act, 1961 TDS defaults u/s 25.34 FY 2017-18 (AY CIT (Appeals) Nil
201(1) along with 2018-19)
interest u/s 201(1A)
2. Income Tax Act, 1961 Income Tax 278.26 AY 2018-19 CIT (Appeals) Nil
(pertaining to
erstwhile Sigma
Solvents Pvt. Ltd.)
3. Income Tax Act, 1961 Income Tax 20.99 AY 2018-19 CIT (Appeals) Nil
4. Income Tax Act, 1961 Income Tax 33.36 AY 2020-21 CIT (Appeals) Nil
5. Income Tax Act, 1961 Income Tax 986.84 AY 2022-23 CIT (Appeals) Nil
(viii) In our opinion and according to the information and explanations given to us, there are no transactions which are not recorded
in the books of account and have been surrendered or disclosed as income during the year in the tax assessments under the
Notice
Income Tax Act, 1961.
(ix) (a) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment
of loans or other borrowings or in the payment of interest thereon to any lender.
(b) According to the information and explanations given to us, the company has not been declared wilful defaulter by any bank
or financial institution or any other lender.
(c) In our opinion and according to the information and explanations given to us, term loans were applied for the purpose for
which the loans were obtained.
(d) In our opinion and according to the information and explanations given to us, funds raised on short term basis have not
been utilized for long term purposes.
Directors’ Report
(e) In our opinion and according to the information and explanations given to us, the company has not taken any funds from
any entity or person on account of or to meet the obligations of its Subsidiaries, Associates or Joint Ventures.
(f) In our opinion and according to the information and explanations given to us, the company has not raised loans during the
year on the pledge of securities held in its Subsidiaries, Joint Ventures or Associate companies.
(x) (a) In our opinion and according to the information & explanation given to us, the company has not raised money by way of
initial public offer or further public offer (including debt instruments) during the year.
(b) In our opinion and according to the information & explanation given to us, the company has not made any preferential
allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year.
(b) According to the information and explanations given to us, the company has not conducted any Non-Banking Financial or
Housing Finance activities during the year.
(c) According to the information and explanations given to us , the company is not a Core Investment Company (CIC) as defined
in the regulations made by the Reserve Bank of India.
(d) According to the information and explanations given to us, the Group does not have more than one CIC as part of the
Group.
(xvii) According to the information and explanations given to us, the company has not incurred cash losses in the financial year and
in the immediately preceding financial year.
(xviii) There has been resignation of the statutory auditors during the year. We have taken into consideration the issues, objections or
concerns raised by the outgoing auditors.
Notice
(xix) In our opinion and according to the information and explanations given to us, and on the basis of the financial ratios, ageing and
expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial
statements, the auditor’s knowledge of the Board of Directors and management plans, there exists no material uncertainty as on
the date of the audit report that company is capable of meeting its liabilities existing at the date of Balance Sheet as and when
they fall due within a period of one year from the balance sheet date.
(xx) (a) In our opinion and according to the information and explanations given to us, in respect of other than ongoing projects,
there is no unspent amount required to be transferred to a Fund specified in Schedule VII to the Companies Act.
(b) In our opinion and according to the information and explanations given to us, in respect of ongoing projects, there is no
unspent amount required to be transferred to a Fund specified in Schedule VII to the Companies Act.
Directors’ Report
(Mihir M. Bapat)
Partner
Place: Mumbai Membership No.163657
Date: 22nd May, 2024 UDIN: 24163657BKFPUZ8569
Annexures to Directors’ Report
ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL
STATEMENTS OF INDO AMINES LIMITED
Independent Auditors’ Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Indo Amines Limited (“the Company”) as of March 31,
2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control
over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Standalone Financial Statements
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of
India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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 information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the
“Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies
Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls
and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply
Consolidated Financial Statements
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial
controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend
on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due
to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system over financial reporting.
Notice
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
Directors’ Report
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that
the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and
such internal financial controls over financial reporting were operating effectively as at March 31, 2024, based on the internal control
over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
(Mihir M. Bapat)
Partner
Place: Mumbai Membership No.163657
Date: 22nd May, 2024 UDIN: 24163657BKFPUZ8569
(v In Lakhs)
STANDALONE (Audited)
Particulars Note As at As at
Notice
Sd/- Sd/-
Place : Dombivli Suniti Thombre Tripti Sharma
Date : May 22, 2024 Chief Financial Officer Company Secretary
Mem No. A39926
Notice
No 31st March 2024 31st March 2023
Amount Amount
I. Revenue from operations 24 92,516.08 92,206.18
II. Other Income 25 1,527.05 362.63
III. Total Income (I +II) 94,043.13 92,568.80
IV. Expenses:
i) Cost of materials consumed (Incl.Packing Material) 26 64,168.00 63,038.17
ii) Purchases of Stock in trade 1,676.96 1,703.93
Directors’ Report
iii) Changes in inventories of Finished goods, Stock in Trade and Work in 27 (383.57) 235.38
Progress
iv) Employee Benefits Expenses 28 4,148.56 3,719.52
v) Finance costs 29 2,168.18 1,700.60
vi) Depreciation and amortization expenses 30 1,498.17 1,711.88
vii) Other expenses 31 14,833.62 15,198.20
IV. Total Expenses 88,109.91 87,307.68
V. Profit/(Loss) before Exceptional items and Tax (III - IV) (III - IV) 5,933.22 5,261.13
VI. Exceptional Items – –
Sd/- Sd/-
Place : Dombivli Suniti Thombre Tripti Sharma
Date : May 22, 2024 Chief Financial Officer Company Secretary
Mem No. A39926
beginning of the equity share the End of beginning of equity share the End of
reporting period capital during the reporting the reporting capital during the reporting
the year period period the year period
As at 31.03.2024 As at 31.03.2023
No of Shares 70,697,560 – 70,697,560 70,697,560 – 70,697,560
Amount in ¢ 353,487,800 – 353,487,800 353,487,800 – 353,487,800
B. OTHER EQUITY
(v In Lakhs)
Directors’ Report
Standalone Statement of Changes in Equity for the period ended 31st March 2023
(v In Lakhs)
Reserves & surplus Revalution Total
Capital Security General Retained Reserve
Reserve Premium Reserve Earning
As at 1st April 2022 82.96 2,915.42 10.26 11,620.02 139.38 14,768.05
Profit for the year 3,799.53 3,799.53
Standalone Financial Statements
Sd/- Sd/-
Place : Dombivli Suniti Thombre Tripti Sharma
Date : May 22, 2024 Chief Financial Officer Company Secretary
Mem No. A39926
Notice
Cash flow from operating activities
Profit before tax 5,933.22 5,261.54
Depreciation & amortisation 1,498.17 1,711.88
Interest & finance charges 2,168.18 1,700.60
Interest income (86.03) (73.18)
Dividend income (0.80) (0.03)
Unrealised foreign exchange gain (3.39) 4.54
(Profit) / Loss on sale of asset (227.32) (3.11)
Directors’ Report
Provision For Expected Credit Loss - 20.08
Other Comprehensive Income 1.73 (0.41)
3,350.54 3,360.37
Operating profit before working capital changes 9,283.76 8,621.91
(Increase) / Decrease in inventories 1,499.86 (1,608.38)
(Increase)/Decrease in receivables (1,968.46) (1,706.98)
(Increase) / Decrease in short term loans & (0.10) (7.78)
advances
Note: Non cash transactions : The Company has not entered into any non cash investing and financing activities.
The above statement of Cash Flows has been prepared under the “ Indirect Method” as set out in IND AS 7”Statement of Cash Flow.”
Standalone Financial Statements
Sd/- Sd/-
Place : Dombivli Suniti Thombre Tripti Sharma
Date : May 22, 2024 Chief Financial Officer Company Secretary
Consolidated Financial Statements
Notice
Act,1956. The registered office of the Company is located at, W-44, Phase II, MIDC, Dombivali (E), Dist. Thane - 421204.
The Company is engaged in the Business of manufacturing, selling and distribution of Specialty Chemical with diversified end-user
into Agrochemicals, Pharmaceuticals, High performance Polymers, Paints, Pigments, Printing Inks, Rubber Chemicals etc.
The Company’s shares are listed on recognized stock exchanges at NSE & BSE.
The Standalone financial statements for the year ended 31st March 2024 are authorized and approved for the issue by the Board of
Directors.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
A. Basis of Accounting:
These Financial statements are the separate financial statements of the Company ( also called standalone financial statements)
Directors’ Report
prepared in accordance with Indian Accounting standards ( Ind AS), notified under Section 133 of the Companies Act, 2013,
read together with the Companies ( Indian Accounting Standard) Rules, 2015.
The financial statements have been prepared and presented under the historical cost convention, on the accrual basis of
accounting except certain financial assets and financial liabilities that are measured at fair values at the end of each reporting
period, as stated in the accounting policies set out below. The accounting policies have been applied consistently over all the
periods presented in these financial statements.
Defined benefit plans assets are measured at fair value.
Functional and Presentation Currency
Raw Materials, Packing Material & fuel :- Valued on Weighted Average Basis.
Work In Progress :- At Raw Material Cost plus appropriate allocation of overheads
Finished Goods :- At Raw Material Cost plus appropriate allocation of overheads or net realisable value whicherver is lower
Traded Finished Goods :- At lower of Cost or net realizable value.
E. Depreciation (IND AS 16)
Depreciation on Property , Plant & Equipment is provided on Straight Line method considering the useful life of assets as specified
in Scheduled II to the Companies Act ,2013.
F. Property, Plant and Equipment: ( Ind AS 16)
Directors’ Report
Items of Property, plant and equipment are carried at historical value less accumulated depreciation and amortisation. Cost of
acquisition is net of recoverable taxes but is inclusive of all expenditure attributable to bringing the asset to its working condition.
Freehold land is carried at cost of acquisition.
Leasehold land is amortised over the period of lease.
Property, plant and equipment acquired in a business combination are recognised at fair value at the acquisition date.
G. Intangible Assets:
Measurement at recognition:
Annexures to Directors’ Report
Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets arising on acquisition of business
combination are measured at fair value as at date of acquisition. Internally generated intangibles including research cost are not
capitalized and the related expenditure is recognized in the Statement of Profit and Loss in the period in which the expenditure
is incurred. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated
impairment loss, if any.
The Company had elected to consider the carrying value of all its intangible assets appearing in the Financial Statements prepared
in accordance with Accounting Standards notified under the section 133 of the Companies Act, 2013, read together with Rule
7 of the Companies (Accounts) Rules, 2014 and used the same as deemed cost in the opening Ind AS Balance Sheet prepared
on 1st April, 2015.
Amortization: Intangible Assets with finite lives are amortized on a Straight Line basis over the estimated useful economic life.
The amortization expense on intangible assets with finite lives is recognized in the Statement of Profit and Loss. The estimated
useful life of intangible assets is mentioned below:
Standalone Financial Statements
Particulars Years
Computer & computer Software 3
Licenses 5
The amortization period and the amortization method for an intangible asset with finite useful life is reviewed at the end of
each financial year. If any of these expectations differ from previous estimates, such change is accounted for as a change in an
accounting estimate.
Derecognition: The carrying amount of an intangible asset is derecognized on disposal or when no future economic benefits
are expected from its use or disposal. The gain or loss arising from the Derecognition of an intangible asset is measured as the
difference between the net disposal proceeds and the carrying amount of the intangible asset and is recognized in the Statement
Consolidated Financial Statements
Notice
consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of
variable consideration on account of various discounts and schemes offered by the Company as part of the contract.
Sale of goods
When the property and all significant risks and rewards of ownership are transferred to the buyer and no significant uncertainty
exists regarding recoverability of the consideration that revenue from the sale of goods is recognised.
Other Income
Interest income is considered as income on a time proportion basis taking into account the outstanding principal and the relative
rate of interest.
Dividend income is considered as income from investments in shares on establishment of the Company’s right to receive.
Directors’ Report
I. Foreign exchange transactions (IND AS 21)
I. The functional currency and presentation currency of the company is Indian Rupees.
II. Transactions in currencies other than the company’s functional currency are recorded on initial recognition using the
exchange rate at the transaction date. At each Balance Sheet date, foreign currency monetary items are reported using
the closing rate. Non- monetary items that are measured in terms of historical cost in foreign currency are not translated.
Exchange Differences that arise in settlement of monetary items or on reporting of monetary item at each Balance Sheet
date at the closing spot rate are recognized in profit or loss in the period in which they arise.
J. Government Grants and Subsidies (IND AS 20)
i. Government grants and subsidies are recognized when there is reasonable assurance that the conditions attached to them
asset), are recognized in Other Comprehensive Income. Such remeasurements are not reclassified to the Statement of Profit
and Loss in the subsequent periods.
The Company presents the above liability/ (asset) as current and non-current in the Balance Sheet as per actuarial valuation by
the independent actuary;
Actuarial Gain / (Loss) : The remeasurement of gain /(loss) on net defined benefit plan is recognised in Other Comprehensive
Income.
M. Borrowing Costs (IND AS 23)
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale are added to the cost of those assets until such time as the assets are
substantially ready for their intended use.
Directors’ Report
All other borrowing costs are recognized in Statement of Profit & Loss in the period in which they are incurred.
N. Earning Per Share(IND AS 33)
Basic and diluted earning per share are computed in accordance with Ind AS 33.
Basic earning per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the
weighted average number of equity shares outstanding during the period.
Diluted earnings per share is calculated as follows:-
The net profit attributable to equity shareholders and the weighted average of number of shares outstanding are adjusted for the
Annexures to Directors’ Report
effect of all dilutive potential equity shares from the exercise of options on unissued share capital. The number of equity shares is
the aggregate of the weighted average number of equity shares and the weighted average number of equity shares which would
be issued on the conversion of all the dilutive potential equity shares into equity shares.
O. Research and Development
Research and Development expenditure on revenue account is charged to profit & loss account under the relevant heads of
account in the year in which it is incurred.
P. Provisions, Contingent Liabilities and Contingent Asset:- (IND AS 37)
Provisions
A provision is recognized, when the company has a present obligation ( legal or constructive) as a result of past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reasonable estimate
Standalone Financial Statements
can be made of the amount of the obligation. These estimates are reviewed at each reporting date and adjusted to reflect the
current best estimates.
Contingent Liabilities
A contingent liability is a possible obligation that arise from past events whose existence will be confirmed by occurrence or
non- occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not
recognized because it is not probable that outflow of resources will be required to settle the obligation.
A contingent liability also arises in extremely rare cases, where there is a liability that can not be recognized because it can not
measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements
unless the probability of resources is remote.
Contingent Assets
A Contigent Asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurance
Consolidated Financial Statements
or non occurance of one or more uncertain future events not wholly within the control of the entity.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
Q. Segment Reporting (IND AS 108)
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker (CODM) of the Company. The CODM is responsible for allocating resources and assessing performance of the operating
segment of the Company.
R. Investment in Subsidiary Companies(IND AS 27)
The Company has elected to recognize its investment in subsidiary companies at historical cost in accordance with the option
available in Ind As 27, ‘Separate Financial statement’.
Notice
taxes are recognized in Statement of Profit & Loss., except when they relate to items that are recognized in other Comprehensive
Income or Directly in equity , in which case , the current and deferred tax are also recognized in Other Comprehensive Income
or directly in equity respectively.
Current Tax
Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of
the Income tax Act,1961.
Deferred Tax
Deferred tax is recognized using the Balance sheet approach on timing differences arising between the tax bases of assets and
liabilities and their carrying amounts. Deferred Tax adjustments are recognised in the statement of Profit & loss for the year.
Directors’ Report
T. Risk Analysis :
Commodity Price risk
The Company is affected by the price volatility of certain commodities. Its operating activities require the on going purchase or
continuous supply of raw commodities. Therefore the company monitors its purchases closely to optimize the price.
Management of Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty fails to meet its contractual obligations.
Trade Receivables
All financial assets are recognized initially at fair value, plus in the case of financial assets not recorded at fair value through
profit or loss (FVTP L), transaction costs that are attributable to the acquisition of the financial asset.However, trade receivables
Impairment Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested for
impairment annually and whenever there is an indication that the asset may be impaired.
Assets that are subject to depreciation and amortization and assets representing investments in subsidiary and associate companies
are reviewed for impairment, whenever events or changes in circumstances indicate that carrying amount may not be recoverable.
Such circumstances include, though are not limited to, significant or sustained decline in revenues or earnings and material
adverse changes in the economic environment.
An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit (CGU) exceeds its
recoverable amount. The recoverable amount of an asset is the greater of its fair value less cost to sell and value in use. To calculate
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market rates and the risk specific to the asset. For an asset that does not generate largely independent cash inflows, the
of disposal.
Impairment losses, if any, are recognized in the Statement of Profit and Loss and included in depreciation and amortization
expense. Impairment losses, on assets other than goodwill are reversed in the Statement of Profit and Loss only to the extent
that the asset’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss
had previously been recognized.
X. Business Combination
Business combinations are accounted for using the acquisition method. At the acquisition date, identifiable assets acquired and
liabilities assumed are measured at fair value. For this purpose, the liabilities assumed include contingent liabilities representing
present obligation and they are measured at their acquisition date fair values irrespective of the fact that outflow of resources
embodying economic benefits is not probable. The consideration transferred is measured at fair value at acquisition date and
Directors’ Report
includes the fair value of any contingent consideration. However, deferred tax asset or liability and any liability or asset relating
to employee benefit arrangements arising from a business combination are measured and recognized in accordance with the
requirements of Ind AS 12, Income Taxes and Ind AS 19, Employee Benefits, respectively. Where the consideration transferred
exceeds the fair value of the net identifiable assets acquired and liabilities assumed, the excess is recorded as goodwill. Alternatively,
in case of a bargain purchase wherein the consideration transferred is lower than the fair value of the net identifiable assets
acquired and liabilities assumed, the Company after assessing fair value of all identified assets and liabilities, record the difference
as a gain in other comprehensive income and accumulate the gain in equity as capital reserve. The costs of acquisition excluding
those relating to issue of equity or debt securities are charged to the Statement of Profit and Loss in the period in which they are
incurred.
F.Y.2023-24 v in Lakhs
PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK
TANGIBLE ASSETS Opening Addition during Deletion Balance as on Opening Depreciation Reduction Balance as on WDV WDV
Balance as on the year 31.03.2024 Balance as on during the year during the year 31.03.2024 31.03.2024 31.03.2023
01.04.2023 01.04.2023
Freehold Land 78.99 6.96 – 85.95 – – – – 85.95 78.99
Leasehold Land 2,116.62 138.64 155.30 2,099.97 141.26 23.70 10.96 154.00 1,945.97 1,975.36
Building 6,140.93 238.92 7.63 6,372.22 1,751.52 178.88 2.94 1,927.46 4,444.76 4,389.41
Plant & Machinery 21,758.30 1,323.54 101.05 22,980.80 10,769.56 960.43 60.06 11,669.93 11,310.87 10,988.74
Standalone Financial Statements
Electrical equipments 749.40 63.95 1.83 811.53 347.45 53.37 1.17 399.65 411.88 401.96
Motor Vehicles 537.69 34.81 10.68 561.82 342.31 37.15 10.57 368.89 192.93 195.38
Office Equipments 349.48 38.77 4.54 383.71 225.70 43.62 4.47 264.85 118.86 123.78
Furniture & Fixtures 346.05 68.02 – 414.07 212.18 22.70 – 234.87 179.20 133.87
Computer 231.97 24.68 0.03 256.62 193.19 23.73 0.03 216.89 39.73 38.78
TOTAL-A 32,309.44 1,938.30 281.06 33,966.68 13,983.18 1,343.57 90.21 15,236.54 18,730.14 18,326.26
INTANGIBLE ASSETS
Goodwill on acquisition 2,079.48 – – 2,079.48 1,246.57 – – 1,246.57 832.91 832.91
TOTAL-B 2,079.48 – – 2,079.48 1,246.57 – – 1,246.57 832.91 832.91
OTHER INTANGIBLE
Consolidated Financial Statements
ASSETS
COMP SOFTWARE 109.93 46.37 – 156.30 91.04 11.37 – 102.41 53.90 18.90
Licenses 729.88 617.31 – 1,347.18 525.80 143.23 – 669.03 678.15 204.08
TOTAL-C 839.81 663.68 – 1,503.48 616.83 154.61 – 771.43 732.05 222.98
GRAND TOTAL(A+B+C) 35,228.74 2,601.97 281.06 37,549.65 15,846.58 1,498.17 90.21 17,254.54 20,295.10 19,382.16
PREVIOUS YEAR 32,158.23 3,142.03 71.52 35,228.73 14,175.05 1,711.88 40.36 15,846.58 19,382.15 17,983.18
Notice
31st March 2024 31st March 2023
A) Trade Investments - (Unquoted in Equity Share of Subsidiary Companies)
a) Investment in Indo Amines (Malaysia) SDN BHD (100% Subsidiary)
(300000 shares of One Malasian Ringate each) 53.59 53.59
b) Investment in Indo Amines Americas LLC(100% Subsidiary)
(20,000 Shares of USD 1 each) 12.35 12.35
c) Investment in Ashok Surfactant Pvt Ltd (52.28 % subsidiary)
(175140 Shares of ¢ 100 each) 205.76 205.76
d) Investments in Equity instruments
Directors’ Report
(Indo Amines (Europe) Ltd (74A type and 25 B type Equity Shares of face value 1 0.09 0.09
GBP each)
B) Other Investments (Unquoted)
(a) Investments in Equity instrument
(51085 shares of Dombivli Nagari Sahakari Bank Ltd, FV ¢ 50/- each) 25.54 25.54
(Previous year 51085 shares of Dombivli Nagari Sahakari Bank Ltd, FV ¢ 50/- each)
b) Investment in Equity instrument
(250 shares of Shamrao vitthal coop bank ltd, FV ¢ 10/- each) 0.03 0.03
Total 297.36 297.36
The carrying amount of inventories hypothecated as security for liabilities is ¢ 9909.45 Lakh(P.Y. ¢ 11409.31 Lakh)
Chemical India
Limited
2 Tata Power Co 0.00 0.00 0.01 1.52 0.00 1.31 0.00 0.79 0.29
Ltd.
3 Power Finance 0.00 0.00 0.00 1.00 0.00 0.00 0.00 1.56 0.00
Corporation Ltd.
4 Rec Ltd. 0.00 0.00 0.01 2.04 0.00 0.00 0.01 3.20 0.00
5 Lic Of India Ltd. 0.02 10.12 0.00 17.97 0.00 0.00 0.02 17.35 0.00
6 Balmer Lawrie & 0.00 0.00 0.05 8.20 0.05 9.12 0.00 0.00 0.92
Co Ltd.
7 Suzlon Energy 0.00 0.00 0.07 2.31 0.07 2.83 0.00 0.00 0.52
Annexures to Directors’ Report
Limited
6 Yes Bank Ltd. 0.00 0.00 2.20 48.39 0.00 0.00 2.20 51.04 0.00
7 Camlinfine 0.00 0.00 0.10 13.52 0.00 0.00 0.10 8.93 0.00
Sciences Ltd.
8 Container 0.00 0.00 0.02 13.25 0.00 0.00 0.02 13.23 0.00
Corporation Of
India Ltd.
9 Wockhardt 0.00 0.00 0.01 1.72 0.00 2.00 0.00 0.59 0.62
Limited
10 Vodafone Idea 0.00 0.00 1.25 18.48 0.00 0.00 1.25 16.56 0.00
Ltd.
11 Irb Infrastructure 0.00 0.00 0.02 1.24 0.00 0.00 0.02 1.17 0.00
Standalone Financial Statements
Developers Ltd.
12 Meghmani 0.00 0.00 0.04 3.30 0.00 0.00 0.04 3.17 0.00
Organics
Limited
13 Alok Industries 0.00 0.00 0.03 0.70 0.00 0.00 0.03 0.65 0.00
Ltd.
14 Canara Bank 0.00 0.00 0.01 4.80 0.00 0.00 0.01 5.81 0.00
15 General 0.00 0.00 0.01 3.77 0.00 0.00 0.01 3.30 0.00
Insurance
Corporation Of
India
16 Indian Railway 0.00 0.00 0.01 9.72 0.00 0.00 0.01 9.30 0.00
Catering &
Consolidated Financial Statements
Tourism Co Ltd.
17 Ircon 0.00 0.00 0.01 2.36 0.00 0.00 0.01 2.20 0.00
International
Limited
18 Nhpc Limited 0.00 0.00 0.10 8.90 0.00 0.00 0.10 8.97 0.00
19 Nmdc Limited 0.00 0.00 0.01 2.19 0.00 0.00 0.01 2.02 0.00
20 Ntpc Limited 0.00 0.00 0.03 9.47 0.00 0.00 0.03 10.07 0.00
21 Indian Railway 0.00 0.00 0.10 15.70 0.00 0.00 0.10 14.24 0.00
Finance
Corporation
Total 0 10.12 0 194.42 0 15.26 0 177.61 2.36
Notice
31st March 2024 31st March 2023
Trade Receivables - considered Good - Secured 560.33 520.39
Trade Receivables - considered Good - Unsecured 18,661.78 15,723.28
Debt from companies in which Directors of the Company are Directors 2,973.19 3,983.17
Trade Receivables - Credit Impaired 210.45 138.68
Less: Allowance for expected credit loss (210.45) (138.68)
Total 22,195.31 20,226.84
Directors’ Report
FY 2023-2024 v in Lakh
Particulars Outstanding from due date of payment
Unbilled Billed – Less than 6 months 1-2 2-3 More Total
Dues Not Due 6 months - 1 year years years than 3
years
i) Undisputed Trade receivables 15,240.23 6,190.85 254.07 154.88 – 0.10 21,840.13
– considered good
ii) Undisputed Trade Receivables – – – 168.30 55.53 – 223.83
— which have significant
increase in credit risk
— credit impaired
iv) Disputed Trade Receivables— - - - 21.08 36.34 81.24 138.66
considered good
v) Disputed Trade Receivables - - - - - - -
— which have significant
increase in credit risk
vi) Disputed Trade Receivables - - - - - - -
— credit impaired
Total 15,883.90 3,770.01 292.82 124.08 73.67 82.36 20,226.84
Particulars As at As at
31st March 2023 31st March 2022
II. Other Balances with Banks
Earmarked Accounts with Banks
Unpaid Dividend Bank A/c 97.42 117.22
Margin Money /Fixed Deposit Held by Banks
Maturity upto 12 Mths 1,333.95 1,082.93
Total-II 1,431.38 1,200.15
Annexures to Directors’ Report
(i) Non cash transactions :The Company has not entered into any non cash investing and financing activities
Notice
31st March 2024 31st March 2023
Authorised:
10,14,80,000 Equity Shares of ¢ 5/- Each 5,074.00 5,074.00
(Previous year 10.14.80,000 Equity Shares of ¢ 5/- each)
Total 5,074.00 5,074.00
Issued, Subscribed & Fully Paid Up:
7,06,97,560 Equity Shares of ¢ 5/- Each 3,534.88 3,534.88
(Prev year 7,06,97,560 Equity Shares of ¢ 5/- each)
Total 3,534.88 3,534.88
Directors’ Report
NOTE 13-A - RECONCILIATION OF NUMBER OF SHARES
Particulars As at 31st As at 31st As at 31st As at 31st
March 2024 March 2024 March 2023 March 2023
Equity Shares Equity Shares Equity Shares Equity Shares
Number Amount Number Amount
Shares outstanding at the beginning of the year 70,697,560 353,487,800 70,697,560 353,487,800
Shares outstanding at the end of the year 70,697,560 353,487,800 70,697,560 353,487,800
Equity shares allotted in the scheme of amalgamation NIL NIL NIL 2,000,000 NIL
with Core Chemicals (Mumbai) Private Limited and Key
Organics Pvt Ltd
NOTE:13-E-TERMS/RIGHTS/RESTRICTIONS
The company has only one class of equity shares having par value of ¢ 5/- per share. Each holder of equity share is entitled to one
vote per share.
The company declares and pays dividend in Indian rupees. The dividend proposed by Board of directors, if any is subject to the
approval of shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company,
Directors’ Report
after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the
shareholders.
I. Secured
Term loans - From Banks 7,880.88 7,635.70
Less : Current maturities of long-term debt -2,229.99 -1,950.27
Total 5,650.89 5,685.44
NOTE 15.1 - LONG TERM BORROWINGS - NATURE OF SECURITY & TERMS OF REPAYMENT
Loan from banks carry interest ranging from 2.9% to 12.45% p.a. and are secured by way of hypothecation of Plant & Machinery
& Equitable Registered Mortgage on some of the company’s immovable property and personal guarantees of promoter Directors.
Default in terms of repayment of principal and interest - NIL.
Notice
The Company has registered all the required charges with Registrar of Companies within the statutory period.
Company has made no default in making repayment of borrowings
The major term loan has been availed for financing of Dhule plant.
The term loan is secured by pari passu charge on the land & building and hypothecation of all the present & future fixed assets
and intangible assets pertaining to Dhule plant
Directors’ Report
Trade/Security Deposits received 63.74 16.78
Total 63.74 16.78
Particulars As at As at
31st March 2024 31st March 2023
Trade Payables
(A) Total Outstanding dues of micro enterprises and Small enterprises; and 383.56 247.19
(B) Total Outstanding dues of creditor other than micro enterprises and Small enterprises 11,267.50 10,385.67
Total 11,651.06 10,632.86
FY 2022-23 v in Lakh
Particulars Outstanding - from due dates of Payment Total
Billed Not Due <1 Year 1-2 Year 2-3 Year >3 Year
(i) MSME 247.19 247.19
(ii) Others 7979.02 2380.2 14.84 2.31 9.3 10385.67
(iii) Disputed Dues MSME
(iv) Disputed Dues Others
Total 8226.21 2380.2 14.84 2.31 9.3 10632.86
Annexures to Directors’ Report
Investor Education and Protection Fund (‘IEPF’) - As at 31st March, 2024 and 31st March, 2023, there is no amount due and
outstanding to be transferred to the IEPF by the Company. Unclaimed Dividend, if any, shall be transferred to IEPF as and when
they become due.
Notice
31st March 2024 31st March 2023
Sale of Products (including Excise Duty) 115,248.92 112,580.27
Other Operating Revenues 379.89 376.53
Gross Sales 115,628.81 112,956.80
Less: Inter Division Sales 24,793.57 22,639.40
Sales Product Total (I) 90,835.24 90,317.40
Trading Sales 1,680.84 1,888.78
Trading Sales Total (II) 1,680.84 1,888.78
Total Income From Operation (I) + (II) 92,516.08 92,206.18
Directors’ Report
NOTE 24 - A - OTHER OPERATING REVENUES v in Lakh
Particulars Period Ending Period Ending
31st March 2024 31st March 2023
Export Benefits - Duty Drawback 204.43 266.86
Export Benefits - RODTEP EXPORT 149.28 72.76
Processing Income 26.17 36.91
Total 379.89 376.53
Notice
31st March 2024 31st March 2023
Exchange (Gain)/ Loss (Net) – 120.90
Stores ,Engg.Spares & Consumable 519.13 525.96
Labour Charges 2,232.23 1,813.25
Power Charges 5,319.70 4,987.25
Water Charges 81.96 86.21
Repairs and Maintenance - Factory Buildings 51.68 52.12
Repairs and Maintenance - Machinery 356.96 453.02
Repairs and Maintenance - Others 93.76 106.11
Directors’ Report
Insurance Charges 202.29 201.78
Rates and Taxes 115.88 297.41
Freight & Forwading Outward Charges 2,081.00 3,376.45
Sales Commission 388.86 143.28
Corporate Social Responsibility Expenses 83.92 101.38
Communication Charges 55.13 42.11
Travelling and Conveyance Expenses 379.75 287.95
Printing and Stationery Expenses 33.29 35.16
(c) the amount of interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed
day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development
Act, 2006; NIL (Previous year NIL)
(d) the amount of interest accrued and remaining unpaid at the end of each accounting year:NIL ( Previous Year NIL)
(e) the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues
above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23
of the Micro, Small and Medium Enterprises Development Act, 2006.NIL ( Previous Year NIL)
The above information is provided based on the information available as per company records.
Notice
Particular 2023-2024 2022-2023
IMPORTED 14,348.16 19.83% 13,445.82 17.92%
INDIGENOUS 57,990.26 80.17% 61,576.94 82.08%
TOTAL CONSUMPTION 72,338.42 100.00% 75,022.76 100.00%
Directors’ Report
3 Letter of Credit with IDBI Bank Ltd 684.15 1,595.81
4 Letter of Credit with DBS Bank 206.00 335.02
5 Buyers Credit with DBS Bank 77.57 –
6 Letter of Credit with HDFC Ltd 814.16 935.79
7 Letter of Credit with Kotak Mahindra Bank Limited – 220.78
8 Income Tax appeal under High Court -Versatile Chemical Ltd for the FY 2008-09. 5.29 5.29
9 Income Tax Order u/s 201(1A) dated 04/02/2021 for A.Y. 2018-19-Indo Amines 25.34 25.34
Limited
10 Income Tax order u/s 143(1) -AY 2018-19-Indo Amines Limited 97.32 97.32
The above table represent total exposure of the company towards foreign exchange denominated liabilities (Net) the companies
policy is to hedge its exposure above pre defined threseholds from recognised liabilities and firm commitment. The company does
not enter into any derivative instrument for trading or speculation purposes.
The company is mainly exposed to changes in USD.The below table demonstrates the sensitivity to a 5% increase or decrease in
the USD against INR with all other variables held constant. The sensitivity anylisis ie prepared on the net unhedged exposure of
the company as at the reporting date. 5% represents management’s assessments of reasonably possible change in foreign exchange
rate.
EFFECT ON PROFIT AFTER TAX(IN LAKH) EFFECT ON TOTAL EQUITY (IN LAKH)
CHANGE IN USD RATE F.Y 2023-2024 F.Y 2022-2023 F.Y 2023-2024 F.Y 2022-2023
Standalone Financial Statements
The Company has defined benefit gratuity plan for its employees, which requires contributions to be made to a separately
administered fund. It is governed by the Payment of Gratuity Act, 1972. Under the Act, employee who has completed five years
of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at
retirement age. Such Gratuity Fund is administered by the LIC of India.
Aforesaid post-employment benefit plans typically expose the Company to actuarial risks such as: investment risk,interest rate
risk, longevity risk and salary escalation risk.
A. Investment Risk: These Plans invest in long term debt instruments such as Government securities and highly rated corporate
bonds. The valuation of which is inversely proportionate to the interest rate movements. There is risk of volatility in asset
values due to market fluctuations and impairment of assets due to credit losses.
Notice
the fund liabilities and vice-versa.
C. Longevity Risk : The present value of the defined benefit liability is calculated by reference to the best estimate of the mortality
of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will
increase the plan’s liability.
D. Salary Escalation Risk : The present value of the defined benefit liability is calculated by reference to the future salaries of
plan participants. As such, an increase in salary of the plan participants will increase the plan’s liability.
Gratuity:-
Assumptions as at 2023-2024 2022-2023
Mortality IALM (2012-14) Ult. IALM (2012-14) Ult.
Directors’ Report
Interest /Discount Rate 6.94% 7.10%
Rate of increase in compensation 8% 8%
Employee Attrition Rate ( Past Service (PS)) PS: 0 to 40 : 26.71% PS: 0 to 40 : 26.71%
Expected average remaining service 2.58 2.56
Changes in present value of obligations
PVO at beginning of period 454.73 438.34
Interest cost 26.31 20.15
The product wise details of Semi Finished Goods (i.e. work in progress ) cannot be ascertained.
Notice
Name of the related parties Nature of relationship
Techno Holding (India) Private Limited
Techno Securities (India) Private Limited
Palkar Finance & Consultancy Services Private Limited
Palkar Commercials Private Limited
Unigroup Resources LLP
Companies controlled by Directors/ Relatives
PNG Design
of Directors
N.G.Khambete & Co.
Directors’ Report
Pious Engineering Private Limited
Versatile Speciality Chemical Limited
Palkar Foundation (Trust)
Palkar Farms Private Limited
Indo Amines (Europe) Ltd Subsidiary
Indo Amines(Malaysia) SDN BHD Subsidiary
Indo Amines America LLC Subsidiary
Notice
B) Nature of Transactions with Related Parties during the year:
2023-24 2023-24 2023-24 2023-24 2022-23 2022-23 2022-23 2022-23
Nature of Transactions Subsidiary Associates Companies Directors Subsidiary Associates Companies Directors
controlled & Key controlled & Key
by Directors Managerial by Directors Managerial
Person Person
CSR Activity
Palkar Foundation 61.87 79.63
AMC Charges
Directors’ Report
Pious Engineering Private Limited 48.00 48.00
Repairs & Maintainance Charges
Pious Engineering Private Limited 146.32 –
Directors Remuneration
Mr Vijay Palkar 150.00 150.00
Mr Rahul Palkar 100.00 100.00
Mrs Bharti Palkar 120.00 120.00
Mr Keyur Chitre 31.87 26.56
Mr Nandu Gupta 42.15 80.00
* Name of subsidiary company Ashok surfactants Private Limited has been changed to Indo Speciality Chemicals Pvt. Ltd. w.e.f. 13th
Sept. 2023.
All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm’s Length basis.
Notice
Particulars Inside India Outside India Total
SEGMENT REVENUE
Total Revenue 47,773.49 44,362.70 92,136.20
(Previous Year) (44,390.53) (47,439.12) (91,829.65)
Total Segment Revenue 47,773.49 44,362.70 92,136.20
OTHER INFORMATION
Fixed Assets(Net Block) 20,295.10 – 20,295.10
(Previous Year) (19,382.15) – (19,382.15)
Directors’ Report
NOTE 45: CSR EXPENDITURE v in lakh
Particulars 2023-2024 2022-2023
Gross Amount required to be spent by the Company during the Year 87.56 64.47
Amount spent during the year (including accumulated unspent amount)
a) Construction/ acquisition of any asset – –
b) Other than (a) Above 83.92 101.38
Balance Amount to be spent 3.64 (36.91)
Note : Accumulatd shortfall as on 31-03-2024 ¢ Nil.
A. The major components of Income Tax Expense for the year are as under:
i) Income tax recognised in the statement of Profit & Loss Account 1,260.66 1,196.58
Current Tax:
In respect of current year – –
Adjustments in respect of previous year – –
Deferred tax:
In respect of current year 239.27 265.53
Income tax expense recognised in the Statement of Profit and Loss 1,499.94 1,462.11
(ii) Income tax expense recognised in OCI
Directors’ Report
Deferred tax:
Deferred tax (expense) on net fair value gain on investments in debt instruments 0.43 (0.10)
through OCI
Income tax (expense) recognised in OCI 0.43 (0.10)
Total 1,499.50 1,462.01
B. Reconciliation of tax expense and the accounting profit for the year is as under: v in lakh
Particulars 2023-24 2022-23
Profit before tax 5,931.49 5,261.54
Annexures to Directors’ Report
(b) Tax related to items recognized in Statement of Other Comprehensive Income - ¢ -0.43 Lakh(P.Y. 0.10 lakh)
Notice
year years
Projects in Progress 1,618.01 133.53 2.85 – 1,754.40
Projects Temporarily Suspended – – – – –
b) Capital-work-in progress, whose completion is overdue or has exceeded its cost compared to its original plan,
(vii) Intangible assets under development: Nil (P.Y Nil)
(viii) Details of Benami Property held : Nil (P.Y Nil)
ix) Borrowings from banks or financial institutions on the basis of security of current assets:-
Directors’ Report
Quarterly statements of current assets filed by the company with banks are in agreement with the books of accounts.
x) Company is not declared wilful defaulter by any bank or financial institution or other lender.
(P.Y. Nil)
xi) Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of
Companies Act, 1956.
xii) No charge or satisfaction of charge is yet to be registered with ROC beyond the statutory period.(P.Y. Nil)
xiii) Compliance with Number of Layers of Companies : NA (P.Y. NA)
Note:
1) Earning for Debts Service : Net profit after tax + Non cash operating Expenses lioke Depreciation +interest+/- Other adjustment
Standalone Financial Statements
recorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any guarantee,
security or the like to or on behalf of the Ultimate Beneficiaries; (P.Y. Nil)
b) Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the company shall (i) directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries)
or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.(P.Y. Nil)
Notice
its meeting held on 3rd April 2023 considering appointed date of amalgamation as 1st Jan 2023. The scheme has received
no observation letter from BSE & NSE vide dated 19th July 2023.The scheme has been submitted to Hon’ble NCLT for their
approval.
The Board of Directors have proposed final dividend of Re. 0.50/-per share for Financial Year 2023-24 for the approval of the
members at the ensuing Annual General Meeting.
Directors’ Report
NOTE 50:
During the year, company has changed the accounting policy for valuation of Raw Material , Packing Material Work in progress ,
Finished Goods and Engineering Spares & Consumable inventory from FIFO Method to Weighted Average Method as permitted
by IND AS 8. Such change in method, according to company results in better presentation of accounts. The effect on net profit
due to such change in method is unascertainable.
NOTE 51:
Capital commitments (Net of Advances) ¢ 1627.31 lakhs. (P Yr. 206.81 lakhs)
Opinion
We have audited the accompanying consolidated financial statements of Indo Amines Limited (hereinafter referred to as the ‘Holding
Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”), which comprise the
consolidated Balance Sheet as at March 31, 2024, and the consolidated statement of Profit and Loss, the consolidated statement
of changes in equity and the consolidated cash flows Statement for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the
consolidated financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial
statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March
31, 2024, of consolidated profit, consolidated changes in equity and its consolidated cash flows for the year then ended.
Directors’ Report
our opinion thereon, and we do not provide a separate opinion on these matters.
Description of Key Audit Matter Description of Auditor’s Response
Making estimates, measurement, recognition and disclosures in Our audit procedures included but were not limited to the
case of government grants and subsidies following:
Company being a manufacturing company having operations 1. Understanding the company ’s eligibility w.r.t various
across multiple plants receives various government grants as per government grants.
eligibility. 2. Reviewing schemes pertaining to government grants and
Recognition of government grants include various factors such as applications made by company.
applications made, fulfillment of conditions as per the scheme, 3. Conducting audit procedures regarding verification of
nature of grant and recoverability. measurement, recognition and disclosures in case of
Significant level of judgement is involved in accounting and government grants.
Standalone Financial Statements
recognition of income pertaining to government grants. 4. Verifying fulfillment of conditions of government grants by
Accordingly, the same is considered as a key audit matter. the company.
5. Verifying the consistency in respect of methodology of
recognition followed and adherence to Ind AS 20.
Other Information i.e. Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the information included
in the Directors’ Report, but does not include the financial statements and our auditor’s report thereon. The Directors’ Report is
expected to be made available to us after the date of this auditor’s report.
Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion
thereon.
Consolidated Financial Statements
In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it
becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the Directors’ Report, if we conclude that there is a material misstatement therein, we are required to communicate
the matter to those charged with governance and to the Members of the Company.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated financial statements
in term of the requirements of the Companies Act, 2013 (the Act) that give a true and fair view of the consolidated financial position,
consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally
accepted in India, including the Accounting Standards specified under section 133 of the Act. The respective Board of Directors of the
companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and
Notice
fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation
of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are
responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting
process of the Group.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material
Directors’ Report
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in
the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
(a) We did not audit the financial statements / financial information of Indo Speciality Chemicals Private Ltd. (erstwhile Ashok
Surfactants Private Ltd.), M/s. Indo Amines (Malaysia) SDN BHD and Indo Amines (Europe) Ltd whose financial statements /
financial information reflect total assets of ¢ 3262.53 Lakhs as at 31st March, 2024, total revenues of ¢ 7418.30 Lakhs and net
cash flows amounting to ¢ (-95.99) Lakhs for the year ended on that date, as considered in the consolidated financial statements.
These financial statements / financial information have been audited by other auditors whose reports have been furnished to us by
the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures
included in respect of these subsidiaries, and associates, and our report in terms of sub-section (3) of Section 143 of the Act, in
Notice
so far as it relates to the aforesaid subsidiaries, and associates, is based solely on the reports of the other auditors.
(b) We did not audit the financial statements / financial information of M/s. Indo Amines Americas LLC and M/s. Indo Amines
(Changzhou) co. Ltd, subsidiaries whose financial statements / financial information reflect total assets of ¢ 2813.43 Lakhs as at
31st March, 2024, total revenues of ¢ 6750.43 Lakhs and net cash flows amounting to ¢ 9.64 Lakhs for the year ended on that
date, as considered in the consolidated financial statements. These financial statements / financial information are unaudited and
have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates
to the amounts and disclosures included in respect of these subsidiaries, and associates, and our report in terms of sub-section
(3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries, and associates, is based solely on such unaudited
financial statements / financial information.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not
modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the
Directors’ Report
statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, the consolidated Statement of Changes
in Equity and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of
account maintained for the purpose of preparation of the consolidated financial statements.
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under
Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2024
taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary
companies, none of the directors of the Group companies is disqualified as on 31st March, 2024 from being appointed as
a director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of internal financial controls over financial reporting of the Group and the operating effectiveness
of such controls, refer to our separate report in Annexure “B”.
Standalone Financial Statements
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to
us:
i. There were no pending litigations which would impact the consolidated financial position of the Group.
ii. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Holding Company and its subsidiary companies incorporated in India.
iv. The respective Managements of the Company and its subsidiaries, associates and joint ventures which are companies
incorporated in India whose financial statements have been audited under the Act have represented to us and the other
auditors of such subsidiaries, associates and joint ventures respectively that, to the best of their knowledge and belief,
as disclosed in the note 36 xiv (a) to the accounts, no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company or any of such subsidiaries,
Consolidated Financial Statements
associates and joint ventures to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company or any of such
subsidiaries, associates and joint ventures (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
v. The respective Managements of the Company and its subsidiaries, associates and joint ventures which are companies
incorporated in India whose financial statements have been audited under the Act have represented to us and the other
auditors of such subsidiaries, associates and joint ventures respectively that, to the best of their knowledge and belief, as
disclosed in the note 36 xiv (b) to accounts, no funds have been received by the Company or any of such subsidiaries,
associates and joint ventures from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company or any of such subsidiaries, associates and
joint ventures shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
Notice
by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.
vi. Based on the audit procedures that have been considered reasonable and appropriate in the circumstances performed
by us and that performed by the auditors of the subsidiaries, associates and joint ventures which are companies
incorporated in India whose financial statements have been audited under the Act, nothing has come to my/ our or
other auditors’ notice that has caused me/us or the other auditors to believe that the representations under sub-clause
(i) and (ii) of Rule 11(e) contain any material mis-statement.
iv. The dividend declared or paid during the year by the Holding Company and its subsidiary companies incorporated in
India are in compliance with section 123 of the Act.
As stated in note 40 to the financial statements, the Board of Directors of the Company have proposed final dividend
Directors’ Report
for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend
declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.
v. In our opinion and according to the information and explanation given to us, the remuneration paid during the current
year by the Holding Company and its subsidiaries which are incorporated in India to its directors is in accordance
with the provisions of Section 197 of the Act. The remuneration paid to any director by the Holding Company and its
subsidiaries which are incorporated in India, is not in excess of the limit laid down under Section 197 of the Act.
vi. Based on our examination which included test checks and that performed by the respective auditors of the subsidiaries,
associates and joint ventures/joint operations which are companies incorporated in India whose financial statements
have been audited under the Act, the company, subsidiaries, associates and joint ventures/joint operations have used
an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during
(Mihir M. Bapat)
Partner
Place: Mumbai Membership No. 163657
Date: 22nd May, 2024 UDIN: 24163657BKFPVA5809
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
OF INDO AMINES LIMITED FOR THE YEAR ENDED 31 MARCH 2024
Notice
(Mihir M. Bapat)
Directors’ Report
Partner
Place: Mumbai Membership No. 163657
Date: 22nd May, 2024 UDIN: 24163657BKFPVA5809
ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL
STATEMENTS OF INDO AMINES LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (“the Act”)
Annexures to Directors’ Report
In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2024,
we have audited the internal financial controls over financial reporting of Indo Amines Limited (hereinafter referred to as “the Holding
Company”) and its subsidiary companies, as of that date.
Management’s Responsibility for Internal Financial Controls
The respective Board of Directors of the of the Holding company and its subsidiary companies which are companies incorporated
in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial
reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).
These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective 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 information, as required under the Companies Act, 2013.
Standalone Financial Statements
Auditor’s Responsibility
Our responsibility is to express an opinion on the Holding Company’s and its Subsidiary Companies’ internal financial controls over
financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls,
both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial
controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend
Consolidated Financial Statements
on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due
to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports
referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis our audit opinion on the Company’s
internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance
Notice
regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that
the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Holding Company and its subsidiary companies which are companies incorporated in India, have, in all material
Directors’ Report
respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established
by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Other Matters
Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls
over financial reporting insofar as it relates to two subsidiary companies, which are companies incorporated in India, is based on the
corresponding reports of the auditors of such companies incorporated in India.
(Mihir M. Bapat)
Partner
Place: Mumbai Membership No. 163657
Date: 22nd May, 2024 UDIN: 24163657BKFPVA5809
(v In Lakhs)
CONSOLIDATED (Audited)
Particulars Note As at As at
Notice
Sd/- Sd/-
Place : Dombivli Suniti Thombre Tripti Sharma
Date : May 22, 2024 Chief Financial Officer Company Secretary
Mem No. A39926
Notice
No. 31st March 2024 31st March 2023
Amount Amount
I. Revenue from operations 24 94,364.13 94,500.75
II. Other Income 25 1,614.20 423.32
III. Total Income (I +II) 95,978.33 94,924.07
IV. Expenses:
i) Cost of materials consumed ( Incl.Packing Material) 26 64,102.86 63,193.02
ii) Purchases of Stock in trade 1,676.96 1,703.93
iii) Changes in inventories of Finished goods, Stock in Trade and 27 298.83 643.76
Directors’ Report
Work in Progress
iv) Employee Benefits Expenses 28 4,469.59 3,811.37
v) Finance costs 29 2,224.49 1,723.82
vi) Depreciation and amortization expense 30 1,525.56 1,731.30
vii) Other expenses 31 15,874.27 16,437.88
IV. Total Expenses 90,172.56 89,245.08
V. Profit/(Loss) before Exceptional items and Tax (III - IV) (III - IV) 5,805.78 5,678.98
VI. Exceptional Items
VII. Profit/(Loss) before Tax (V - VI) (V - VI) 5,805.78 5,678.98
VIII. Tax expense:
Sd/- Sd/-
Place : Dombivli Suniti Thombre Tripti Sharma
Date : May 22, 2024 Chief Financial Officer Company Secretary
Mem No. A39926
beginning of the equity share the End of beginning of equity share the End of
reporting period capital during the reporting the reporting capital during the reporting
the year period period the year period
As at 31.03.2024 As at 31.03.2023
No of Shares 70,697,560 – 70,697,560 70,697,560 – 70,697,560
Amount in R 353,487,800 – 353,487,800 353,487,800 – 353,487,800
B. OTHER EQUITY
(v In Lakhs)
Directors’ Report
Balance at the Beginning of the reporting 209.72 2,924.87 10.26 15,626.31 139.38 135.95 19,046.50
period
Additional during the year – – – – – 20.28 20.28
Deletion during the year (122.63) (122.64)
Annexures to Directors’ Report
Sd/- Sd/-
Place : Dombivli Suniti Thombre Tripti Sharma
Date : May 22, 2024 Chief Financial Officer Company Secretary
Mem No. A39926
Consolidated Financial Statements
Notice
Cash flow from operating activities
Profit before tax 5,805.78 5,678.98
Depreciation & amortisation 1,525.56 1,731.30
Interest & finance charges 2,224.49 1,723.82
Interest income (90.72) (76.30)
Dividend income (0.80) (0.03)
Unrealised foreign exchange gain 21.92 (181.77)
(Profit) / Loss on sale of asset (224.78) (4.27)
Directors’ Report
Sundry balances written back – (1.10)
Provision For Expected Credit Loss – 20.08
Other Comprehensive Income 1.10 1.16
3,456.77 3,212.90
Operating profit before working capital changes – 9,262.54 – 8,891.89
(Increase) / Decrease in inventories 2,163.54 (1,301.38)
(Increase)/Decrease in receivables (2,995.17) (2,017.42)
Note:
Non cash transactions : The Company has not entered into any non cash investing and financing activities.
The above statement of Cash Flows has been prepared under the “ Indirect Method” as set out in IND AS 7.”Statement of Cash Flow”
Sd/- Sd/-
Place : Dombivli Suniti Thombre Tripti Sharma
Date : May 22, 2024 Chief Financial Officer Company Secretary
Mem No. A39926
Consolidated Financial Statements
Notice
Act,1956. The registered office of the Company is located at, W-44, Phase II, MIDC, Dombivali (E), Dist. Thane - 421204.
The Company is engaged in the Business of manufacturing, selling and distribution of Specialty Chemical with diversified end-user
into Agrochemicals, Pharmaceuticals, High performance Polymers, Paints, Pigments, Printing Inks, Rubber Chemicals etc.
The company is a Public Limited Company domiciled in India and is incorporated under the provisions of Companies Act and its
shares are listed on recognized stock exchanges of India.
The Consolidated financial statements for the year ended 31st March 2024 are authorized and approved for the issue by the Board
of Directors.
NOTE 1 - CONSOLIDATED FINANCIAL STATEMENT
A. Basis of Accounting:
Directors’ Report
The Consolidated Financial Statements (‘CFS’) comply in all material aspects with Indian Accounting Standards (‘Ind AS’) notified
under Section 133 of the Companies Act, 2013 (‘the 2013 Act’) read with Rule 3 of Companies (Indian Accounting Standards)
Rules, 2015 and other relevant provisions of the Act.
B. Principles of Consolidation
The CFS relate to “Indo Amines Ltd (“ the Company”), its Subsidiaries Indo Amines ( Malaysia) SND BHD, Indo Amines Americas
LLC, Indo Amines (Europe) Ltd, Indo Amines (Changzhou) Co. Ltd, Indo Specialty Chemicals Pvt Ltd (erst. Ashok Surfactants Pvt
Ltd ). The Financial statements of the subsidiary companies used in consolidation are drawn/prepared for consolidation upto
the same reporting date as the Company.
i) The Financial statements of subsidiary companies have been combined on line to line basis by adding together the book
All assets and liabilities have been classified as current or non-current as per Company’s normal operating cycle and other criteria
set out in schedule III to the Companies Act., 2013. Based on the nature of products and time between acquisition of asset for
processing and their realization in cash and cash equivalents, the company has ascertained its operating cycle as 12 months for
the purpose of current / non-current classification of assets and liabilities.
D. Inventories
Inventories are stated at lower of cost and net realizable value. The cost of inventories are arrived at as follows:
Raw Materials, Packing Material & fuel :- Valued on Weighted Average Basis.
Work In Progress :- At Raw Material Cost, Labour plus estimated overheads.
Finished Goods :- At Raw Material Cost, Labour plus estimated overheads.
Traded Finished Goods :- At lower of Cost or net realizable value.
Standalone Financial Statements
Measurement at recognition: Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets
arising on acquisition of business combination are measured at fair value as at date of acquisition. Internally generated intangibles
including research cost are not capitalized and the related expenditure is recognized in the Statement of Profit and Loss in the
period in which the expenditure is incurred. Following initial recognition, intangible assets are carried at cost less accumulated
amortization and accumulated impairment loss, if any.
The Company had elected to consider the carrying value of all its intangible assets appearing in the Financial Statements prepared
in accordance with Accounting Standards notified under the section 133 of the Companies Act, 2013, read together with Rule
7 of the Companies (Accounts) Rules, 2014 and used the same as deemed cost in the opening Ind AS Balance sheet prepared
on 1st April, 2015.
Notice
useful life of intangible assets is mentioned below:
Particulars Years
Computer & computer Software 3
Licenses 5
The amortization period and the amortization method for an intangible asset with finite useful life is reviewed at the end of
each financial year. If any of these expectations differ from previous estimates, such change is accounted for as a change in an
accounting estimate.
Derecognition: The carrying amount of an intangible asset is derecognized on disposal or when no future economic benefits
Directors’ Report
are expected from its use or disposal. The gain or loss arising from the Derecognition of an intangible asset is measured as the
difference between the net disposal proceeds and the carrying amount of the intangible asset and is recognized in the Statement
of Profit and Loss when the asset is derecognized.
Goodwill
Goodwill is initially recognised based on the accounting policy for business combinations and is tested for impairment annually.
Goodwill is tested for impairment at the end of each reporting period and whenever there is an indication that the recoverable
amount of cash generating unit (CGU) is less than its carrying amount based on a number of factors including operating results,
business plans, future cash flows and economic conditions, provision for such shortfall is made. The recoverable amount of CGU
is determined based on higher of value-in-use and fair value less cost to sell.
of profit & loss of the period in which the right to receive such grant/ subsidy is established. Government grants and subsidies
receivable against an expense are deducted from such expense. The governemnt grants have been accounted on accrual
basis every year and is forming a part of other income.
J. Investments :(IND AS 109)
Long term Investments are carried at cost including related expenses, Provision for diminution being made, if necessary, to
recognize a decline, other than temporary, in the value thereof.
Current investments are valued at lower of cost or fair value.
as short term employee benefits and they are recognized in the period in which the employee renders the related service. The
Company recognizes the undiscounted amount of short term employee benefits expected to be paid in exchange for services
rendered as a liability (accrued expense) after deducting any amount already paid.
Post-Employment Benefits:
I. Defined contribution plans:
Defined contribution plans are employee state insurance scheme and Government administered pension fund scheme for
all applicable employees and superannuation scheme for eligible employees. Recognition and measurement of defined
contribution plans:
Contribution to Defined contribution plan namely employer’s contribution to Provident fund & Pension Plan is charged to
Profit and Loss Account
Directors’ Report
Loss. Remeasurements of the net defined benefit liability (asset) comprising actuarial gains and losses and the return on the
plan assets (excluding amounts included in net interest on the net defined benefit liability/asset), are recognized in Other
Comprehensive Income. Such remeasurements are not reclassified to the Statement of Profit and Loss in the subsequent
periods. The Company presents the above liability/ (asset) as current and non-current in the Balance Sheet as per actuarial
valuation by the independent actuary;
Actuarial Gain / (Loss) : The remeasurement gain /(loss) on net defined benefit plan is recognised in Other Comprehensive
Income.
L. Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale are added to the cost of those assets until such time as the assets are
substantially ready for their intended use. All other borrowing costs are recognized in Statement of Profit & Loss in the period
Standalone Financial Statements
Notice
non- occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not
recognized because it is not probable that outflow of resources will be required to settle the obligation.
A contingent liability also arises in extremely rare cases, where there is a liability that can not be recognized because it can not
measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements
unless the probability of resources is remote.
Contigent Assets:
A Contigent Asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurance
or non occurance of one or more uncertain future events not wholly within the control of the entity. Provisions, contingent
liabilities, contingent assets and commitments are reviewed at each balance sheet date.
Directors’ Report
P. Segment Reporting (IND AS 108)
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker (CODM) of the Company. The CODM is responsible for allocating resources and assessing performance of the operating
separate of the Company.
Q. Investment in Subsidiary and Associate Companies (IND AS 27)
The Company has elected to recognize its investment in subsidiary and associate companies at historical cost in accordance with
the option available in Ind As 27, ‘Separate Financial statement’.
R. Income Taxes (IND AS 12)
Historical experience of collecting receivables of the Company is supported by low level of past default and hence the credit
risk is perceived to be low.
Interest rate risk
The company have bear minimum exposure to interest rate risk due to its Fixed interest rate of Major borrowings.
Liquidity risk
Liquidity risk is the risk that the company will not be able to meet is financial obligations as they become due. The Company
manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due,
under both normal and stressed conditions, without incurring unacceptable losses or risk to the company’s reputation.
uses forward contract to mitigate the risk of fluctuation in foreign exchange rates in respect of highly probable forecasted
transactions and are recognized as assets and liabilities. “
T. Expected Credit Loss (ECL) (IND AS 109)
The Company has a Policy of calculating the provisons using its own historical trends and the nature of its receivables & do
impairment testing every year for those receivable which are due for a substantial period . Considering the historical trends
and market information, the Company estimates that the provision amount computed on its trade receiveables is not materially
different from the amount to be computed using Expected Credit Loss (ECL) method presribed under Ind As 109.
U. Financial Assets
The Company recognize a financial assets in its Balance sheet when it becomes the party to the contractual provisions of the
Directors’ Report
recoverable amount. The recoverable amount of an asset is the greater of its fair value less cost to sell and value in use. To calculate
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market rates and the risk specific to the asset. For an asset that does not generate largely independent cash inflows, the
recoverable amount is determined for the CGU to which the asset belongs. Fair value less cost to sell is the best estimate of the
amount obtainable from the sale of an asset in an arm’s length transaction between knowledgeable, willing parties, less the cost
of disposal.
Impairment losses, if any, are recognized in the Statement of Profit and Loss and included in depreciation and amortization
expense. Impairment losses, on assets other than goodwill are reversed in the Statement of Profit and Loss only to the extent
that the asset’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss
had previously been recognized
W. Business Combination
Standalone Financial Statements
Business combinations are accounted for using the acquisition method. At the acquisition date, identifiable assets acquired and
liabilities assumed are measured at fair value. For this purpose, the liabilities assumed include contingent liabilities representing
present obligation and they are measured at their acquisition date fair values irrespective of the fact that outflow of resources
embodying economic benefits is not probable. The consideration transferred is measured at fair value at acquisition date and
includes the fair value of any contingent consideration. However, deferred tax asset or liability and any liability or asset relating
to employee benefit arrangements arising from a business combination are measured and recognized in accordance with the
requirements of Ind AS 12, Income Taxes and Ind AS 19, Employee Benefits, respectively. Where
the consideration transferred exceeds the fair value of the net identifiable assets acquired and liabilities assumed, the excess is
recorded as goodwill. Alternatively, in case of a bargain purchase wherein the consideration transferred is lower than the fair value
of the net identifiable assets acquired and liabilities assumed, the Company after assessing fair value of all identified assets and
liabilities, record the difference as a gain in other comprehensive income and accumulate the gain in equity as capital reserve.
The costs of acquisition excluding those relating to issue of equity or debt securities are charged to the Statement of Profit and
Loss in the period in which they are incurred.
Consolidated Financial Statements
Notice
PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK
TANGIBLE ASSETS Useful Op Balance Addition Deletion Balance Op.Balance Depreciation Reduction Dep. WDV WDV
Life as on during the as on as on during the during the Balance 31.03.2024 31.03.2023
01.04.2023 year 31.03.2024 01.04.2023 year year as on
31.03.2024
Freehold Land 0 83.45 6.96 – 90.41 – – – – 90.41 83.45
Leasehold Land 99 2,116.62 138.64 155.30 2,099.97 141.26 23.70 10.96 154.00 1,945.97 1,975.36
Building 30 6,255.14 270.24 87.96 6,437.42 1,772.64 181.93 22.52 1,932.01 4,505.40 4,482.50
Plant & Machinery 15 22,086.65 1,526.13 101.05 23,511.72 10,802.45 982.78 60.06 11,725.17 11,786.56 11,284.20
Electrical equipments 10 753.36 72.57 1.83 824.10 348.26 53.77 1.17 400.86 423.24 405.10
Directors’ Report
Motor Vehicles 8 541.44 34.81 14.43 561.82 345.05 37.40 13.56 368.89 192.93 196.39
Office Equipments 5 350.19 41.30 4.54 386.95 225.94 44.12 4.47 265.58 121.37 124.25
Furniture & Fixtures 10 348.11 68.36 – 416.43 213.39 22.79 – 236.18 180.25 134.72
Cylinder 5 – – – – – – – – – –
Computer 3 234.17 25.98 0.03 260.19 194.72 24.36 0.03 219.04 41.15 39.46
Total-A 32,769.13 2,184.98 365.14 34,589.01 14,043.70 1,370.83 112.78 15,301.73 19,287.28 18,725.43
INTANGIBLE ASSETS
Goodwill on acquisition 0 2,079.48 – – 2,079.48 1,246.57 – – 1,246.57 832.91 832.91
Particulars As at As at
31st March 2024 31st March 2023
Unsecured Considered Good
Income Tax Paid ( Net of Provision) 325.22 348.53
Total 325.22 348.53
The carrying amount of inventories hypothecated as security for liabilities is ¢ 11404.89 Lakh(P.Y. ¢ 13568.43 Lakh)
6 Balmer Lawrie & 0.00 0.00 0.05 8.20 0.05 9.12 0.00 0.00 0.92
Co Ltd.
7 Suzlon Energy 0.00 0.00 0.07 2.31 0.07 2.83 0.00 0.00 0.52
Limited
6 Yes Bank Ltd. 0.00 0.00 2.20 48.39 0.00 0.00 2.20 51.04 0.00
7 Camlinfine 0.00 0.00 0.10 13.52 0.00 0.00 0.10 8.93 0.00
Sciences Ltd.
Notice
No. Qty. Value Qty. Share Value Share Share Loss On
(Total) Qty. No. Value Investment
8 Container 0.00 0.00 0.02 13.25 0.00 0.00 0.02 13.23 0.00
Corporation Of
India Ltd.
9 Wockhardt 0.00 0.00 0.01 1.72 0.00 2.00 0.00 0.59 0.62
Limited
10 Vodafone Idea 0.00 0.00 1.25 18.48 0.00 0.00 1.25 16.56 0.00
Ltd.
11 Irb Infrastructure 0.00 0.00 0.02 1.24 0.00 0.00 0.02 1.17 0.00
Directors’ Report
Developers Ltd.
12 Meghmani 0.00 0.00 0.04 3.30 0.00 0.00 0.04 3.17 0.00
Organics
Limited
13 Alok Industries 0.00 0.00 0.03 0.70 0.00 0.00 0.03 0.65 0.00
Ltd.
14 Canara Bank 0.00 0.00 0.01 4.80 0.00 0.00 0.01 5.81 0.00
15 General 0.00 0.00 0.01 3.77 0.00 0.00 0.01 3.30 0.00
Insurance
Debt from companies in which Directors of the Company are Directors 513.98 138.29
Trade Receivables - Credit Impaired 210.45 138.68
Less: Allowance for expected credit loss (210.45) (138.68)
Total 21,738.69 18,743.52
— credit impaired
iv) Disputed Trade Receivables— – – – 121.18 89.28 – 210.46
considered good
v) Disputed Trade Receivables – – – – – – –
— which have significant
increase in credit risk
vi) Disputed Trade Receivables – – – – – – –
— credit impaired
Total 13,398.30 6,333.68 1,496.56 365.24 144.80 0.10 21,738.69
Annexures to Directors’ Report
Particulars As at As at
31st March 2024 31st March 2023
I. Cash and Cash Equivalents – –
Cash on hand 11.85 9.12
Balances with Banks – –
Balances with Banks - Current Accounts 359.18 573.61
Balances with Banks - EEFC Accounts 10.29 14.48
Total -I 381.32 597.21
Notice
31st March 2024 31st March 2023
II. Other Balances with Banks
Earmarked Accounts with Banks – –
Unpaid Dividend Bank A/c 97.42 117.22
Margin Money /Fixed Deposit Held by Banks – –
Maturity upto 12 Mths 1,570.52 1,111.16
Total-II 1,667.94 1,228.38
Total 2,049.27 1,825.59
Directors’ Report
(i) Non cash transactions :The Company has not entered into any non cash investing and financing activities
Notice
vote per share.
The company declares and pays dividend in Indian rupees. The dividend proposed by Board of directors, if any is subject to the
approval of shareholders in the ensuing Annual General Meeting
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company,
after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the
shareholders.
Directors’ Report
a. Capital Reserve
Opening Balance 209.72 209.72
Closing Balance 209.72 209.72
b. Securities Premium Account
Opening Balance 2,924.87 2,924.87
Closing Balance 2,924.87 2,924.87
c. General Reserve
Opening Balance 10.26 10.26
Closing Balance 10.26 10.26
NOTE 15.1 - LONG TERM BORROWINGS - NATURE OF SECURITY & TERMS OF REPAYMENT
Loan from banks carry interest ranging from 2.9% to 12.45% p.a. and are secured by way of hypothecation of Plant & Machinery & Equitable
Registered Mortgage on some of the company’s immovable property and personal guarantees of promoter Directors.
Default in terms of repayment of principal and interest - NIL.
The Company has used the borrowings taken from banks and financial institution for the specific purposes for which they were taken
as at the balance sheet date
The Company has registered all the required charges with Registrar of Companies within the statutory period.
Company has made no default in making repayment of borrowings
Notice
Particulars Outstanding - from due dates of Payment Total
Billed Not Due <1 Year 1-2 Year 2-3 Year >3 Year
(i) MSME 385.81 1.35 0.04 387.20
(ii) Others 5008.49 6304.01 24.29 15.85 14.36 11367.00
(iii) Disputed Dues MSME
(iv) Disputed Dues Others
Total 5394.30 6305.36 24.29 15.89 14.36 11754.20
Directors’ Report
FY 2022-23 v in Lakh
Particulars Outstanding - from due dates of Payment Total
Billed Not Due <1 Year 1-2 Year 2-3 Year >3 Year
(i) MSME 247.19 247.19
(ii) Others 7730.25 2380.20 14.84 2.31 9.30 10136.90
(iii) Disputed Dues MSME
(iv) Disputed Dues Others
Total 7977.44 2380.20 14.84 2.31 9.30 10384.09
65,864.65 66,994.75
Less : Closing Stock RM 4,231.70 6,129.44
Total Raw Material Consumption 61,632.95 60,865.31
Add : Consumption of Packing Material & Fuel 2,469.91 2,327.71
Total RM/PM/Fuel Consumption 64,102.86 63,193.02
Notice
31st March 2024 31st March 2023
I) Finished goods
Opening Stock 4,966.53 5,434.88
Less :Closing Stock FG 4,395.19 4,966.53
Total A 571.34 468.35
II) Work in Progress
Opening Stock 1,929.57 2,104.99
Less: Closing Stock WIP 2,202.09 1,929.57
Total B (272.51) 175.42
Directors’ Report
Grand Total (A+B) 298.83 643.76
Notice
Sr. A:-Contingent Liability 2023-24 2022-23
No.
1 Bank Guarantee with IDBI Bank Ltd 39.79 43.79
2 Bank Guarantee with Axis Bank Ltd 215.00 181.07
3 Letter of Credit with IDBI Bank Ltd 684.15 1,595.81
4 Letter of Credit with DBS Bank 206.00 335.02
5 Buyers Credit with DBS Bank 77.57 –
6 Letter of Credit with HDFC Ltd 814.16 935.79
7 Letter of Credit with Kotak Mahindra Bank Limited – 220.78
8 Income Tax appeal under High Court -Versatile Chemical Ltd for the FY 2008-09. 5.29 5.29
Directors’ Report
9 Income Tax Order u/s 201(1A) dated 04/02/2021 for A.Y. 2018-19-Indo Amines Limited 25.34 25.34
10 Income Tax order u/s 143(1) -AY 2018-19-Indo Amines Limited 97.32 97.32
11 Income Tax Order No. U/S 147 read with section 144B dated 19/03/2024 for A.Y. 20.99 –
2018-19-Indo Amines Limited
12 Income Tax Assessment Order u/s 147 r.w.s 144 dated 24/03/2024 for A.Y.2018-19- 278.26 –
Indo Amines Limited ( Formerly Known As Sigma Solvents Pvt Ltd.
13 Income Tax Intimation Order u/s 143(1) Dated 22/12/2023 AY 2019-20 -Indo Amines 118.64 118.64
Limited
14 Income Tax Intimation Order u/s 143(1) dated 29/12/2021and Assessment Order 153.14 153.14
B. Foreign Currency exposure that are not hedged by the derivative instruments v In Lakhs
Particulars Balance as at March 31st 2024 Balance as at Mar 31st 2023
not enter into any derivative instrument for trading or speculation purposes.
The company is mainly exposed to changes in USD.The below table demonstrates the sensitivity to a 5% increase or decrease in
the USD against INR with all other variables held constant. The sensitivity anylisis ie prepared on the net unhedged exposure of the
company as at the reporting date. 5% represents management’s assessments of reasonably possible change in foreign exchange rate.
EFFECT ON PROFIT AFTER TAX (IN LACS) EFFECT ON TOTAL EQUITY (IN LACS)
CHANGE IN USD RATE 2023-24 2022-2023 2023-24 2022-2023
+5% 337.31 281.89 337.31 281.89
-5% -337.31 -281.89 -337.31 -281.89
Directors’ Report
Notice
B) Nature of Transactions with Related Parties during the year:
2023-24 2023-24 2023-24 2023-24 2022-23 2022-23 2022-23 2022-23
Nature of Transactions Subsidiary Associates Companies Directors Subsidiary Associates Companies Directors
controlled & Key controlled & Key
by Directors Managerial by Directors Managerial
Person Person
Sales
Versatile Speciality Chemical Ltd 1,343.99 - 556.37
Palkar Farms Private Limited - 4.21 - 2.47
Pious Engineering Private Limited 30.30 36.50
Directors’ Report
Purchase
Palkar Farms Private Limited 736.56 1,165.95
Pious Engineering Private Limited 115.02 173.12
Versatile Speciality Chemical Ltd 376.12 -
Commission on Profit
Dr Deepak Kanekar 24.20 22.00
PNG Design 30.00 10.00
Warehouse Rent
Pious Engineering Private Limited 26.40 51.60
All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm’s Length basis.
Notice
(A) SEGMENTWISE DETAILS (PRIMARY)
A) The company is primarily operating in only one business (i.e. manufacturing of chemicals) as well as one geographical segment
, hence no Primary segment reporting has been made.
Directors’ Report
(Previous Year) (44,390.53) (49,733.70) (94,124.22)
Total Segment Revenue 49,618.95 44,362.70 93,981.65
OTHER INFORMATION
Fixed Assets(Net Block) 20,851.18 1.31 20,852.49
(Previous Year) (19,718.67) (63.03) (19,781.70)
Capital-work-in progress, whose completion is overdue or has exceeded its cost compared to its original plan,
vii) Intangible Assets under development : NIL (P.Y Nil)
viii) Details of Benami Propert held: NIL (P.Y.Nil)
ix) Borrowings from banks or financial institutions on the basis of security of current assets:-
Quarterly statements of current assets filed by the company with banks are in agreement with the books of accounts.
x) Company is not declared wilful defaulter by any bank or financial institution or other lender. (P.Y. Nil)
xi) Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of
Companies Act, 1956. (P.Y. Nil)
or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.(P.Y. Nil)
xv) Ratio
RATIO NUMERATOR DENOMINATOR CURRENT PERIOD PREVIOUS PERIOD VARIANCE REASON FOR
VARIANCE
RATIO EQUITY
Mar-24 21,697.59 26,356.44
Mar-23 23,206.59 22,581.37
Notice
NET CAPITAL WORKING NET SALES 0.10 0.07 45.38 working
TURNOVER CAPITAL capital position
RATIO improved
Mar-24 9,215.57 93,981.65 due to timely
Mar-23 6,348.44 94,124.22 collection from
customers and
timely payment
to vendors
Directors’ Report
Mar-23 4,087.56 94,124.22
Name of Entitiy in Group Net Assets, i.e. Total Assets Share in Profit & Loss Share in other Share in Total comprehensive
minus Total Liabilities comprehensive Income Income
As % of Amount As % of Amount As % of Amount As % of Amount
Consolidate Consolidate Consolidate Consolidate
net Assets Profit & Other Other
Loss Comprehensive Comprehensive
Income Income
Parent 97.29% 25,641.27 103.55% 4,433.28 -66% (1.29) 105.66% 4,431.56
Subsidiaries – –
Indian 1.23% 324.36 1.12% 47.75 166% 3.26 1% 51.01
Indo Specialty Chemicals Pvt 1.23% 324.36 1.12% 47.75 166% 3.26 1% 51.01
Ltd Formerly Known As Ashok
Surfactants Pvt Ltd
NOTE 39:
The Board has approved the draft scheme of amalgamation between Pious Engineering Private Limited with the company at
its meeting held on 3rd April 2023 considering appointed date of amalgamation as 1st Jan 2023. The scheme has received no
observation letter from BSE & NSE vide dated 19th July 2023.The scheme has been submitted to Hon’ble NCLT for their approval.
Dividend on equity shares paid during the year Year 2023-24 Year 2022-23
Dividend 353.49 353.49
The Board of Directors have proposed final dividend of Re. 0.50/-per share for Financial Year 2023-24 for the approval of the members
at the ensuing Annual General Meeting.
NOTE 41:
During the year, company has changed the accounting policy for valuation of Raw Material , Packing Material Work in progress ,
Finished Goods and Engineering Spares & Consumable inventory from FIFO Method to Weighted Average Method as permitted
by IND AS 8. Such change in method, according to company results in better presentation of accounts. The effect on net profit
due to such change in method is unascertainable.
Standalone Financial Statements
NOTE 42:
Capital commitments (Net of Advances) ¢ 1627.31 lakhs. (P Yr. 218.09 lakhs)
NOTE 43:
Previous years figures are regrouped/rearranged wherever necessary, to conform to the layout of accounts of current year.
Sd/- Sd/-
Place : Dombivli Suniti Thombre Tripti Sharma
Date : May 22, 2024 Chief Financial Officer Company Secretary
Mem No. A39926
Form No SH-13
Nomination Form
[Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share Capital and Debentures) Rules 2014]
To,
Indo Amines Ltd.
W-44, Phase II,
MIDC, Dombivli (E) - 421203
Name:
Address:
Signature:
To,
Indo Amines Limited
W-44, Phase II,
MIDC, Dombivli (E) - 421203
I/We hereby cancel the nomination(s) made by me/us in favor of………..................................……. (name and address of the nominee)
in respect of the below mentioned securities
Or
I/We hereby nominate the following person in place of ………………………….............. as nominee in respect of the below mentioned
securities in whom shall vest all rights in respect of such securities in the event of my/our death
PARTICULARS OF NOMINEE/S –
Name:
Date of Birth:
Father’s/Mother’s/Spouse’s name:
Occupation:
Nationality:
Address:
E-mail Id:
Relationship with the security holder:
Name:
Address:
Name of the Security Holder (s):
Signature:
Witness with the name and address:
1994 Techno Chemical Industries went Public to emerge as Indo Amines Ltd.
which had two Manufacturing Sites focusing on Fine & Speciality Chemicals
to become one of India’s Leading Manufacturer in its kind in India.
1995 Started Baroda Factory.
1997 Divided the two units into two Business Divisions.
2000 Started exporting to 29 countries around the Global.
2001 Focus on Exports with the expanding market & opportunities, were we
could foresee our growth.
2003 Research & Development took as a major lead role; continuous efforts
were being made to bring its Products as per internationally recognized
Quality Standards.
2004 Started Performance Chemical Division.
2005 Indo Amines Ltd. was awarded with ISO-9001-2000 certification from
TUV that has given it and its Products global acceptance.
2006 Acquired Flame Pharmaceuticals & Sheeraj Chemicals.
2007 Started Bilk Drugs & Intermediates Business Division.
2009 Received First Award for outstanding export performance in inorganic &
Organic chemicals for the Financial Year 2006-07.
2010 Setting up of marketing base in Europe & South East Asia.
2011 Crossed v 150 Crore turnover mark.
2012 Merger/Amalgamation with M/s. Versatile Chemicals Ltd. (Manufacturing
Division).
2013 New R&D Centre is proposed to construct.
2014 Acquired 100% Shareholding of M/s Key Organics Pvt. Ltd. Located at
Mahad, Manufacturing Agro Chemical.
2015 Indo Americas LLC opened at America as a marketing base.
2016 R&D centre – In – House R&D centre approved by DSIR, Delhi.
2017 Acquired 100% Shareholding of M/s Classic Oil Limited Located at Mahad,
Manufacturing Chemical.
Merger/Amalgamation with M/s. Classic Oil Limited and M/s. Sigma Solvents
Private Limited. (Manufacturing Division).
2018 Accreditation of Authorized Economic Operator Certificate from Central
Board of Indirect Taxes and Customs
Obtained REACH permission for certain products – enabling us to sale in
European market.
INDO AMINES LIMITED
Passion for growth
Regd. Office:
W-44, Phase II, M.I.D.C., Dombivli (East), Dist. Thane – 421 203.
CIN: L99999MH1992PLC070022
Tel No. 7045592703 / 7045592706 / 7498245178 / 8291098827
Web site: www.indoaminesltd.com | Email ID: shares@indoaminesltd.com