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Indo Amines Limited is a Public limited listed Company. Mr. Vijay B. Palkar is the Managing Director
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1. Investor Info
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2. Financial Results
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3. Corporate Governance
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4. Code of Conduct
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5. CFO Certificate
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6. CS Certificate
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7. Share Holding Pattern
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8. Investor Query Form
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| 9. CRISIL Rating
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INVSTOR INFO
BOARD OF DIRECTORS
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Mrs.BHARATI V. PALKAR |
CHAIRPERSON & DIRECTOR |
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Mr. VIJAY B. PALKAR |
MANAGING DIRECTOR & CEO |
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Mr. KIRIT H. SHAH |
WHOLE TIME DIRECTOR |
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Mr. RAHUL V. PALKAR |
EXECUTIVE DIRECTOR |
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Mr. N. G. MANE |
EXECUTIVE DIRECTOR |
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Mr. MILIND PATIL |
EXECUTIVE DIRECTOR |
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Mr. SURESH IYER |
EXECUTIVE INDEPENDENT DIRECTOR |
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MR.R.RAGHAVENDRA RAVI |
INDEPENDENT NON EXECUTIVE DIRECTOR |
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Dr. J. H. SHAH |
INDEPENDENT NON EXECUTIVE DIRECTOR |
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MR. DHAWAL VORA |
INDEPENDENT NON EXECUTIVE DIRECTOR (w.e.f.
27th December, 2005) |
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Mrs.
ASHWINI PALKAR : |
CHIEF FINANCIAL OFFICER |
AUDITORS
Kulkarni and Khanolkar, Chartered Accountants,
Mumbai.
CORPORATE GOVERNANCE REPORT
HS. Associates, Company Secretaries, Mumbai
BANKERS
State Bank of India, Dadar Commercial Branch, Mumbai.
State Bank of India, Baroda.
State
Bank of India,
Alkapuri,Baroda
Union Bank of India,
Sayajikunj Branch, Baroda.
REGISTERED OFFICE
W-38/39, MIDC, Phase II, Dombivli (E), Dist.
Thane – 421 204.
REGISTRARS & SHARE TRANSFER AGENTS
BIGSHARE SERVICES PVT LTD
E/2, Ansa Industrial Estate,
Sakivihar Road, Sakinaka,
Andheri (E), Mumbai 400 072.
MANUFACTURING FACILITIES AT
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W-38/39, Phase II, MIDC,
Dombivli (E), Dist. Thane. |
| 2. |
Survey No. 1723, Tundav,
Taluka Savli, Baroda, Gujarat. |
| 3. |
W/265, W/266A, TTC Indl Area,
Rabale MIDC, Navi Mumbai – 400 701 |
SHARES LISTED AT:
| The Stock Exchange |
- Mumbai
- Ahmedabad
- Calcutta |
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Contents |
Page No. |
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Notice |
3 |
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Directors’ Report |
10 |
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Corporate Governance Report |
14 |
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Management Discussion and Analysis Report |
21 |
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Auditors’ Report |
24 |
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Balance Sheet |
26 |
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Profit & Loss Account |
27 |
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Schedules |
28 |
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Cash Flow Statement
Consolidated Balance Sheet Profit & Loss
Account & Auditors Reports |
42
43 |
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Attendance Slip & Proxy Form |
46 |
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14th ANNUAL GENERAL MEETING |
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Date : 29Th , September ,
2007 |
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Day : Saturday |
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Time : 11.00 A.M |
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Place :
C.K.P Hall Ram Ganesh Gadkari Path |
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Near Karwa Hospital , |
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Dombivli (E),Dist.: Thane -421201 |
NOTICE
NOTICE IS HEREBY GIVEN THAT THE 14TH ANNUAL
GENERAL MEETING OF THE MEMBERS OF INDO AMINES LIMITED
WILL BE HELD ON SATURDAY 29Th, September, 2007 AT
11.00 A.M AT C.K.P HALL , RAM GANESH GADKARI PATH , NEAR
KARWA HOSPITAL, DOMBIVLI (E), DIST. THANE -421 201 TO TRANSACT
THE FOLLOWING BUSINESS.
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ORDINARY BUSINESS:
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1.
To receive, consider and adopt the audited accounts for the
year ended 31st March, 2007 along with notes and
schedules thereon as on that date and the reports of Directors
and Auditors thereon. |
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2. To appoint a Director in place of Mr. Suresh
Iyer, Director of the company who retires by rotation & being
eligible offers himself for re-appointment. |
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3. To appoint a Director in place of Mr. Dhawal
Vora, Director of the company who retires by rotation & being
eligible offers himself for re-appointment. |
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4. To appoint a Director in place of Mr. R.
Raghavendra Ravi, Director of the company who retires by
rotation & being eligible offers himself for re-appointment. |
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5. To appoint auditors of the Company to hold
office from the conclusion of this Annual General Meeting,
until the conclusion of next Annul General Meeting and to fix
their remuneration. |
SPECIAL BUSINESS:
6. To consider and if thought fit to pass, with or without
modification, the following resolution as an Ordinary
resolution;
“RESOVLED THAT
subject to the provisions of the section 198,
269, 309, 310, 314 of the Companies Act, 1956, Schedule XIII and
other applicable provisions and subject to consent of
shareholders, the Managerial remuneration of Mr. Vijay Palkar,
Managing Director is hereby varied w.e.f. 1st
April, 2007 on such terms and conditions as approved by the
Board.
RESOLVED
FURTHER THAT
the
Board is also authorized to vary/revise the aforesaid remuneration
from time to time within the limits of Schedule XIII of the
Companies Act, 1956 & also authorized to take necessary steps for
implementing the aforesaid resolution.”
7. To consider and if thought fit to pass, with or without
modification, the following resolution as an Ordinary
resolution;
“RESOVLED THAT
subject to the provisions of the section 198,
269, 309, 310, 314 of the Companies Act, 1956, Schedule XIII and
other applicable provisions and subject to consent of
shareholders, the Managerial remuneration of Mr. Kirit Shah,
Whole Time Director be and is hereby varied w.e.f. 1st
April, 2007 on such terms and conditions as approved by the
Board.
RESOLVED
FURTHER THAT
the
Board is also authorized to vary/revise the aforesaid remuneration
from time to time within the limits of Schedule XIII of the
Companies Act, 1956 & also authorized to take necessary steps for
implementing the aforesaid resolution.”
8. To consider and if thought fit to pass, with or without
modification, the following resolution as an Ordinary
resolution;
“RESOVLED THAT
subject to the provisions of the section 198,
269, 309, 310, 314 of the Companies Act, 1956, Schedule XIII and
other applicable provisions and subject to consent of
shareholders, the Managerial remuneration of Mr. Rahul Palkar,
Executive Director be and is hereby varied w.e.f. 1st
April, 2007 on such terms and conditions as approved by the
Board.”
RESOLVED
FURTHER THAT the Board is also authorized to vary/revise the
aforesaid remuneration from time to time within the limits of
Schedule XIII of the Companies Act, 1956 & also authorized to take
necessary steps for implementing the aforesaid resolution.”
9.
To consider and if thought fit to pass, with or without
modification, the following resolution as an Ordinary
resolution;
“RESOVLED THAT
subject to the provisions of the section 198,
269, 309, 310, 314 of the Companies Act, 1956, Schedule XIII and
other applicable provisions and subject to consent of
shareholders, the Managerial remuneration of Mr. N. G. Mane,
Executive Director be and is hereby varied w.e.f. 1st
April, 2007 on such terms and conditions as approved by the
Board.”
RESOLVED
FURTHER THAT
the
Board is also authorized to vary/revise the aforesaid remuneration
from time to time within the limits of Schedule XIII of the
Companies Act, 1956 & also authorized to take necessary steps for
implementing the aforesaid resolution.”
10. To consider and if thought fit to pass, with or without
modification, the following resolution as an Ordinary
resolution;
“RESOVLED THAT
subject to the provisions of the section 198,
269, 309, 310, 314 of the Companies Act, 1956, Schedule XIII and
other applicable provisions and subject to consent of
shareholders, the Managerial remuneration of Mr. Milind Patil,
Executive Director be and is hereby varied w.e.f. 1st
April, 2007 on such terms and conditions as approved by the
Board.”
“RESOLVED
FURTHER THAT
the
Board is also authorized to vary/revise the aforesaid remuneration
from time to time within the limits of Schedule XIII of the
Companies Act, 1956 & also authorized to take necessary steps for
implementing the aforesaid resolution.”
BY
ORDER OF THE BOARD
INDO AMINES LIMITED
DATE: 30th August, 2007 Bharati Palkar
PLACE: Dombivli
Chairperson
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FINANCIAL RESULTS
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Particulars |
Year ended(Rs. in Lacs) |
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2007 |
2006 |
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Total Income |
7495.70 |
5121.30 |
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Depreciation |
180.39 |
176.46 |
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Profit before tax |
215.71 |
166.42 |
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Provision for taxation |
92.83 |
73.51 |
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Appropriation: |
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Profit after tax |
122.88 |
92.91 |
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Balance of profit b/f |
104.09 |
80.65 |
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Amount available for appropriation |
226.97 |
173.56 |
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Transfer to: |
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General reserve |
100.00 |
Nil |
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Provision for deferred tax Assets/(Liabilities)
Goodwill |
10.15 |
8.82 |
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Balance carried to Balance sheet |
137.12 |
182.38 |
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BOARD OF DIRECTORS: |
The Board of the Company comprises of Nine Directors out of which Chairman is Managing Director while other Two Directors are Executive Directors. One of the promoters Director is non Executive. The other Five Directors are independent Directors. There is no nominee or Institutional Directors in the Company.
No Director of the Company is either member in more than ten committees and/or Chairman of more than five committees across all Companies in which he is Director.
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Tenure: |
As per the provisions of the Companies Act, 1956, two third of the Board of directors (excluding the chairman & managing director and the executive directors) should be retiring by rotation.
The executive directors are appointed by the shareholders for the maximum period of five years but are eligible for re-appointment on completion of their term. The tenure of the Chairman & Managing Director along with two Executive Directors is up to 31.08.05.
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Board Meeting: |
The meetings of the Board of Directors are held in Domibavli , Thane . The Board meets at least once in quarter to review the quarterly performance and the financial results. The Company Secretary in consultation with the chairman prepares the agenda of the meetings and the board papers are circulated to the directors in advance. The members of the board have access to all information on the company, Senior Managers are invited to attend the board meeting and provide clarifications as & when required.
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Board Committees: |
To enable better and more focused attention on the affairs of the company, the board delegates particular matters to committees of the board set up for the purpose.
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Audit Committee:
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Pursuant to the provisions of section 292(A) of The Companies Act, 1956 & clause 49 of Listing Agreement, an Audit Committee comprising of 3 Directors has been constituted. |
Following are the members of the committee |
| 1. Mr. N. G. Mane - chairman |
| 2. Dr. J. H. Shah - Member |
| 3. Mr. Suresh Iyer - Member |
Areas of reference of the Audit Committee are as per following: |
1. Approving and implementing the Audit procedures and techniques.
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2. Reviewing audit reports of both statutory and internal auditors with the management.
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3. Reviewing financial reporting systems, internal control systems and control procedures.
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4. Ensuring compliance with regulatory guidelines.
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5. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
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6. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
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7. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
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8. Reviewing, with management, performance of statutory and internal auditors, adequacy of the internal control systems.
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9. Reviewing the finding 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.
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10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. |
Remuneration Committee |
The Stock Exchange Listing Agreement stipulates that the Remuneration Committee should comprise of at least three Independent Directors accordingly the company constituted committee.
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Following are the members of the committee |
| 1. Mr. N. G. Mane - chairman |
| 2. Dr. J. H. Shah - Member |
| 3. Mr. Suresh Iyer - Member |
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| Code of conduct (attach sheet) |
| Shareholders Service . |
In order to enable our Investors Service Cell to improve its services to you, kindly mail the complaints to the below given email address, giving reference of complaints of M/s Indo Amines Limited.
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| bigshare@bom7.vsnl.net.in. |
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CODE OF CONDUCT (CLAUSE 49 ID) |
| Code of Conduct for Directors and Sr. Management of Indo Amines Ltd.: |
| Preamble: |
This code of conduct is drafted for all the members of the Board and Senior Management of the Company. Your Company firmly believes in corporate values and expects from all the members of adopting and adhering of code of conduct. |
With a view to maintain the high standards that the company requires, the following rules / code of conduct should be observed in all activities of the board. The company appoints the Managing Director as compliance officer for the purposes of the code, which will be available to Directors and senior management to answer questions and to help them comply with the code. |
Code of conduct to be followed by Board of directors |
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Communication - |
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A copy of code of conduct is easily accessible as the copy of the same will be sent to all the members of the Board and Senior Management of the Company. The code of conduct will also be placed on the Company’s Web site and it’s a good way to communicate to all Directors, Sr. Management, Employees as also to customers, suppliers, and vendors about company’s statement of values, business practices and what it expects from members of Board and Senior Management.
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Policies - |
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All the members of the Board as well as Senior Management must strictly adhere to the policies laid down by the Company and any variations in the same should be reported to the Board immediately.
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Maintaining Proper and Adequate Records- |
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Directors should take adequate care of maintaining records of transactions undertaken during the course of business and also preserving the same for the period specified in the applicable provisions of the Act
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Confidentiality of Information- |
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Directors are required to maintain confidentiality of information to which they are accessible due to their position in the company. It is their duty to utilize such information in the best interest of company and its shareholders and not to disclose it unless required as a matter of law. |
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Conservation of Resources- |
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Directors should undertake adequate measures for conservation of resources of economy. Company should follow provisions of laws and measures of technology for conservation of resources like energy, water etc. and also for the prevention of pollution of air, water and land.
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Promoting Healthy Competition- |
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Directors should not accept or pay any gift or benefit over and above the consideration payable for a transaction in the normal course of business, which will create healthy competition leading to overall growth of economy. |
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Protection of Assets - |
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Directors must protect the company’s assets, labour and information and no member of Board and Senior Management will use these for personal use, unless approved by the Board. |
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Insider trading- |
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Directors should follow guidelines for prevention of insider trading issued by SEBI. SEBI has specified certain guidelines for the growth of capital market and money market.
Directors are accessible to certain information of a company due to their position to which normal public is not accessible; such information if disclosed may vary value of company in the market. Directors should not use such information for personal benefit directly or indirectly.
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Social Responsibility- |
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Directors are required to act in the best interest of the Company with the object of profit maximization. But in the era of globalization of economy, directors are also responsible to the society as a whole with wealth maximization as the goal of a company. Thus directors are not only responsible to company or shareholders but are also responsible to the society including customers, consumers, Government authorities and economy as a whole which can be achieved by following certain code of conduct as mentioned.
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Periodic Review - |
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Once every year or upon revision of this code, every Director must acknowledge and execute an understanding of the code and an agreement to comply. New Directors will sign such a deed at the time when their Directorship begins.
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CEO/CFO CERTIFICATION |
To,
The Board of Directors,
INDO AMINES LIMITED
W-38/39, Phase II,
M. I. D. C., Dombivli (E.)
Dist. Thane – 421 203.
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We hereby
certify that for the financial year, ending 31st
March, 2007 on the basis of the review of the financial
statements and the cash flow statement and to the best of our
knowledge and belief that:-
1.
These statements do not contain any materially untrue
statement or omit any material fact or contain statement that
might be misleading;
2.
These statements together present a true and fair view
of the company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
3.
There are, to the best of our knowledge and belief, no
transactions entered into by the company during the year which
are fraudulent, illegal or volatile of the Company’s code of
conduct.
4.
we accept responsibility for establishing and
maintaining internal controls and that we have evaluated the
effectiveness of the internal control systems of the Company
and we have disclosed to the auditors and the Audit Committee,
deficiencies in the design or operation of internal controls,
if any of which we are aware and the steps we have taken or
propose to take to rectify these deficiencies.
5.
We further certify that:
a.
There have been no significant changes in internal
control during the year;
b.
There have been no significant changes in accounting
policies during the year.
c.
There have been no instances of significant fraud of
which we are become aware and the involvement therein, if any,
of the management or an employee having a significant role in
the Company’s internal control system.
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FOR INDO AMINES LIMITED |
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FOR INDO AMINES LIMITED |
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Sd/-
MR. VIJAY B. PALKAR
(Managing Director & CEO)
Date: 30th
August, 2007
Place: Dombivli. |
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Sd/-
MRS. ASHWINI R. PALKAR
(CFO) |
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| CS CERTIFICATION |
| A REPORT ON CORPORATE
GOVERNANCE BY COMPANY SECRETARY IN PRACTICE. |
To,
The Shareholders
INDO AMINES LIMITED
W-38/39, Phase II,
M. I. D. C., Dombivli (E.)
Dist. Thane – 421 203.
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We have reviewed the implementation of Corporate Governance
produced by the company during the year ended 31st
March, 2007 with the relevant records and documents maintained
by the company, furnished to us for our review and the report
on Corporate Governance as approved by the Board of Directors. |
The Compliance of the conditions of the Corporate Governance
is the responsibility of the Management. Our examination is
neither an audit nor an expression of opinion on the
financial statements of the company. |
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On the basis of the above and according to
the information and explanations given to us, in our opinion,
the Company has complied in all material respects with the
conditions of Corporate Governance stipulated in the Clause 49
of the Listing Agreement with the Stock Exchanges. |
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We further state that our examination of such compliance is
neither an assurance as to future viability of the Company nor
the efficiency or effectiveness with which the management has
conducted the affairs of the Company. |
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For H. Shetye
Associates,
Company Secretaries |
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Sd/- |
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Hemant Shetye
Partner
FCS 2827
COP 1483 |
Mumbai, 30th August, 2007 |
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| INVESTOR QUERY FORM |
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© Copyright Indo Amines Limited 2005 |
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