To, The Members,
Indo Us Bio-Tech Limited,
The Board of directors of your Company is pleased in presenting the Nineteenth (19th)
Annual Report of your Company together with the Audited Financial Statements (Standalone)
for the period ended 31st March, 2023.
FINANCIAL PERFORMANCE:
Particulars |
Current Year Ended on 31/03/2023 (Standalone) |
Previous Year Ended on 31/03/2022 (Standalone) |
Previous Year Ended on 31/03/2022 (Consolidated) |
Income from operations |
61,74,47,518.00 |
50,05,31,176.00 |
50,05,86,025.00 |
Other Income |
2,08,142.00 |
18,27,332.00 |
18,27,544.00 |
Depreciation & |
82,59,380.00 |
42,28,987.00 |
44,61,151.00 |
amortization |
|
|
|
Expenses other than |
5,72,78,471.00 |
6,25,78,681.00 |
6,41,75,376.00 |
Depreciation |
|
|
|
Preliminary Exp. Written off |
- |
1,44,292.00 |
1,44,292.00 |
Net Profit/(Loss) Before |
7,21,62,483.00 |
5,48,97,216.00 |
5,31,14,220.00 |
Tax |
|
|
|
Current Tax |
33,93,348.00 |
37,89,756.00 |
37,89,756.00 |
Deferred Tax |
(16,87,658.00) |
(15,61,600.00) |
2,96,183.00 |
Prior period Tax adjustment |
0.00 |
0.00 |
0.00 |
Profit/(Loss) After Tax |
7,21,62,483.00 |
5,23,72,877.00 |
5,06,32,540.00 |
Proposed Dividend |
- |
15,16,998.00 |
15,16,998.00 |
Provision for dividend distribution Tax |
0.00 |
0.00 |
0.00 |
Balance Carried to Balance Sheet |
7,21,62,483.00 |
5,23,72,877.00 |
5,06,32,540.00 |
DIVIDEND:
In order to conserve resources, Board of Directors of our Company do not recommend any
dividend for the year 2022-2023.
PRESENT OPERATIONS AND FUTURE PROSPECTS:
During the year under review, the Company has generated total revenue of Rs.
61,76,55,660 .00 as against Rs. 50,23,58,508 during the previous financial year. The net
profit after tax for the year under review has been Rs. 7,21,62,483.00 as against Rs.
5,09,79,699.00 during the previous financial year. Your directors are continuously looking
for the new avenues for future growth of the Company and expect more growth in future
period. A detailed analysis of the financial results is given in the Management Discussion
and Analysis Report, which forms part of this report.
BOARD OF DIRECTORS: I. CONFIRMATION OF DIRECTOR:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made
thereunder, Mrs. Malti J. Ajudia (DIN: 02403878), Whole time Director of the Company,
shall retire by rotation at this Annual General Meeting and being eligible offers herself
for re-appointment. The Members are requested to consider her re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The following directors are appointed as independent directors in terms of Section
149(6) of the Act and SEBI (Listing Obligations and Disclosure requirements) Regulations
2015;
1. MRS. RITA N KIKANI
2. MRS. NEHABEN SACHINBHAI PATEL 3. MRS. SHILPA CHETANBHAI THUMAR
The Company has received requisite declarations/ confirmations from all the above
Directors confirming their independence.
PUBLIC DEPOSIT:s
During the year under review your Company has not accepted deposit form public as
envisaged by Chapter V of the Companies Act, 2013.
CHANGE IN THE NATURE OF BUSINESS:
There is no Change in the nature of the business of the Company done during the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS/ OUTGO:
As required by the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 the relevant data pertaining to conservation of energy, technology
absorption is not applicable and hence, not given. Moreover, during the year, the Company
has not Foreign Exchange gain.
PARTICULARS OF EMPLOYEES:
There are no employees drawing the remuneration in excess of limits prescribed under
Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year no significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and company's operations in future.
INSURANCE:
All the assets of the company are adequately insured and the Company has developed
proper system for taking insurance on all its insurable assets in order to mitigate the
risk.
AUDITORS' REPORT:
The Auditor's Report does not contain any adverse remark(s) and hence no comments
required. The notes of accounts referred to in audit report are self-explanatory and
therefore do not require any further comments.
INTERNAL CONTORL SYSTEM:
Pursuant to the provisions of section 138 of the Companies Act, 2013 and rules made
there under the company has appointed M/s. Raj shah & Co. (FRN - 141020W) as an
Internal Auditor of the Company for proper system of Internal Control and it has also
appointed internal auditor to look after the matters of internal control.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 of the Act and the Companies [Appointment and
Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed M/s. Amrish
Gandhi & Associates, Practicing Company Secretary to undertake Secretarial Audit for
the financial year ended on 31st March, 2023. Secretarial Audit Report is
attached to this report as Form MR-3. The Board has duly reviewed the Secretarial
Auditor's Report and the observations and comments, appearing in the report are
self-explanatory and do not call for any further explanation / clarification by the Board
of Directors as provided under section 134 of the Act.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the provisions of Section 135, Corporate Social Responsibility activity (CSR
Activity) is not applicable to the company.
ENVIRONMENT, HEALTH AND SAFETY:
The Company accords the highest priority to Environment, Health and Safety. The
management is constantly reviewing the safety standards of the employees and the
management believes in the concept of sustainable development.
COMMITTEES OF THE BOARD:
The Audit Committee
The Stakeholders' relationship Committee The nomination & remuneration committee
A detailed note on the Board and its committees is provided under the Corporate
Governance Report section in this Annual Report.
INDUSTRIAL RELATIONS:
Industrial Relations during the year under review, continued to be cordial.
ACCOUNTING STANDARDS AND FINANCIAL REPORTING:
The Company incorporates the accounting standards as and when issued by the Institute
of chartered Accountants of India. The Company Complied with the Stock Exchange and legal
requirement concerning the Financial Statements at the time of preparing them for the
Annual Report.
CORPORATE GOVERNANCE AND MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, the Management
Discussion & Analysis Statement, and the Auditors' Certificate regarding Compliance of
Conditions of Corporate Governance are part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors duly met at regular intervals during the mentioned financial
year and in respect of which meetings proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose. The details
regarding the meetings of board of directors and the attendance of the directors in the
same is mentioned in Corporate Governance Report.
NUMBER OF MEETINGS OF THE AUDIT COMMITTEE:
The Audit Committee duly met at regular intervals during the mentioned financial year
and in respect of which meetings proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose. The details
regarding the meetings of Audit Committee and the attendance of the directors in the same
is mentioned in Corporate Governance Report.
NUMBER OF MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee duly met at regular intervals during the
mentioned financial year and in respect of which meetings proper notices were given and
the proceedings were properly recorded and signed in the Minutes Book maintained for the
purpose. The details regarding the meetings of Nomination and Remuneration Committee and
the attendance of the directors in the same is mentioned in Corporate Governance Report.
NUMBER OF MEETINGS OF THE STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee duly met at regular intervals during the
mentioned financial year and in respect of which meetings proper notices were given and
the proceedings were properly recorded and signed in the Minutes Book maintained for the
purpose. The details regarding the meetings of Stakeholders Relationship Committee and the
attendance of the directors in the same is mentioned in Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(Prevention, Prohibition and Redressal Act, 2013):
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provision of section 134(5) the Board confirms and submits the
Director's Responsibility Statement: - a) in preparation of the Annual Accounts, the
applicable accounting standards had been followed along with proper explanation relating
to material departures; b) the Directors had 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 at the end of the
financial year and of the profit or loss of the company for that period; c) the Directors
had taken proper and sufficient care for the maintenance of adequate accounting records
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities; d) the Directors had prepared the Annual Accounts on a going concern
basis; and e) The directors, in the case of a listed company, had laid down internal
financial controls to be followed by the company and that such internal financial controls
are adequate and were operating effectively. f) The directors had devised proper system to
ensure compliance with the provision of all applicable laws and that such systems were
adequate and operating effectively.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
During the period under report, the Company has not provided loans, guarantees and
Investments to any person or Body Corporate under section 186 of the Companies Act, 2013.
EXTRACT OF ANNUAL RETURN:
The extract of annual return MGT-9 is not part of Annual Report.
Pursuant to Section 134(3) (a) of the Companies Act, 2013 read with rules 12(1) of the
Companies (Management and Administration) Rules, 2014, the extract of annual return MGT-9
is at https://indousagriseeds.com/.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), 2015, the Board
has carried out an annual performance evaluation of its own performance, the directors
individually, as well as, the evaluation of the working of its Audit committee, Nomination
and Remuneration Committee and Stakeholders Relationship Committee. The performance of the
Board was evaluated by the Board after seeking feedback from all the Directors on the
basis of the parameters/criteria, such as, degree of fulfillment of key responsibility by
the Board, Board Structures and Composition, establishment and delineation of
responsibilities to the Committees, effectiveness of Board processes, information and
functioning, Board culture and dynamics and, Quality of relationship between the Board and
the Management. The performance of the committees' viz. Audit Committee and Nomination
& Remuneration Committee was evaluated by the Board after seeking feedback from
Committee members on the basis of parameters/criteria such as degree of fulfillment of key
responsibilities, adequacy of committee composition, effectiveness of meetings, committee
dynamics and, quality of relationship of the committee with the Board and the Management.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a policy for selection and appointment of Directors, senior management personnel
and their remuneration. Remuneration Policy of the Company acts as a guideline for
determining, inter alia, qualification, positive attributes and independence of a
director, matters relating to the remuneration, appointment, removal and evaluation of the
performance of the Director, Key Managerial Personnel and senior managerial personnel.
Nomination and Remuneration Policy is uploaded on website of the Company and the link for
the same is https://indousagriseeds.com/
FRAUD:
No cases of fraud have been reported by the company during the period under review.
RISK MANAGEMENT SYSTEM:
The Company has developed and implemented a risk management system which identifies
major risks which may threaten the existence of the Company.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of business. There were no material
related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. All related party transactions are placed before the
Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained
for transactions which are of a foreseen and repetitive nature. The transactions entered
pursuant to the omnibus approval so granted are placed before the Audit Committee on a
quarterly basis. Form AOC-2 is annexed as Annexure A to this report, pursuant to Section
188 of the Act. The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website https://indousagriseeds.com/.
ACKNOWLEDGMENT:
Your directors wish to place on record their sincere appreciation to the financial
institutions, Company's bankers and customers, vendors and investors for their continued
support during the year. Your directors are also pleased to record their appreciation for
the dedication and contribution made by employees at all levels who through their
competence and hard work have enabled your Company achieve good performance year after
year and look forward to their support in future as well.
|