Dear Members,
The Board of Directors present the Company's 35th Annual Report and the
Company's audited financial statements for the financial year ended 31st March,
2025.
1. FINANCIAL RESULTS
The summarised financial results of the Company for the financial year ended March 31,
2025, are presented below:
(Rs. In Lakhs)
| Particulars |
2024-2025 |
2023-2024 |
| Revenue from Operations |
1388.59 |
1082.06 |
| Other Income |
61.39 |
81.76 |
| Total Revenue |
1449.98 |
1163.82 |
| Profit/(Loss) before Interest & depreciation |
46.84 |
25.52 |
| Less: Interest |
0.42 |
7.17 |
| Less: Depreciation |
6.79 |
6.11 |
| Profit/(Loss) Before Tax and Exceptional Items |
39.63 |
12.24 |
| Add: Exceptional Items |
- |
- |
| Profit/(Loss) Before Tax |
39.63 |
12.24 |
| Add/Less: Current Tax |
10.00 |
9.50 |
| Add/Less: Deferred Tax |
(1.08) |
(0.96) |
| Add/Less: Short /(Excess) provision of Earlier Year |
(5.52) |
- |
| Profit/(Loss) After Tax |
36.23 |
3.70 |
Note: The above figures are extracted from the standalone financial statements prepared
in compliance with Indian Accounting Standards (IND AS). The Financial Statements of the
Company complied with all aspects with Indian Accounting Standards (IND AS) notified under
section 133 of the Companies Act, 2013 (the Act) read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended from time to time and other relevant
provisions of the Act.
2. STATE OF COMPANY'S AFFAIRS, BUSINESS OVERVIEW AND FUTURE OUTLOOK
During the year under review, the Company has earned revenue from operation of an
amount of Rs.1388.59 lakh against Rs.1082.06 lakh of the previous year and also earned
other income of Rs.61.39 lakh against Rs.81.76 lakh of the previous year.
The Company has earned a net profit of Rs. 36.23 lakhs against the profit of Rs.3.70
lakhs of the previous year.
During the year, there were no changes in the nature of business of the Company, the
detailed discussion on Company's overview and future outlook has been given in the section
on Management Discussion and Analysis' (MDA).
3. TRANSFER TO RESERVES
The Company has not transferred any amount of profit to the reserves during the
financial year under review. Further, the details of movement in Reserve and Surplus is
given in note no.12 of the Financial Statement.
4. NUMBER OF BOARD MEETINGS AND COMMITTEES THEREOF A) BOARD OF DIRECTORS MEETING:
During the year under review, 5 (Five) Board of Directors Meetings were held on after
giving the proper notices to all directors and the proceeding of the Board Meetings and
the resolutions passed thereat have been duly recorded in the Minutes Book maintained for
the purpose. The details of the Board Meetings are as follows:
|
|
|
Attendance |
|
| Sr. No. |
Date of Meeting |
Total number of directors as on the date of meeting |
Number of Directors attended |
% of attendance |
| 1. |
07-05-2024 |
3 |
3 |
100% |
| 2. |
09-08-2024 |
5 |
5 |
100% |
| 3. |
28-08-2024 |
5 |
5 |
100% |
| 4. |
13-11-2024 |
5 |
5 |
100% |
| 5. |
12-02-2025 |
5 |
5 |
100% |
B) DETAILS OF COMMITTEE MEETINGS:
Audit Committee Meeting:
|
|
|
Attendance |
|
| Sr. No. |
Date of Meeting |
Total number of members as on the date of the meeting |
Number of Directors attended |
% of attendance |
| 1. |
07-05-2024 |
2 |
2 |
100% |
| 2. |
09-08-2024 |
3 |
3 |
100% |
| 3. |
13-11-2024 |
3 |
3 |
100% |
| 4. |
12-02-2025 |
3 |
3 |
100% |
Nomination and Remuneration Committee Meeting:
|
|
|
Attendance |
|
| Sr. No. |
Date of Meeting |
Total number of members as on the date of the meeting |
Number of Directors attended |
% of attendance |
| 1. |
07-05-2024 |
2 |
2 |
100% |
| 2. |
09-08-2024 |
3 |
3 |
100% |
| 3. |
12-02-2025 |
3 |
3 |
100% |
Stakeholders Relationship Committee Meeting:
|
|
|
Attendance |
|
| Sr. No. |
Date of Meeting |
Total number of members as on the date of the meeting |
Number of Directors attended |
% of attendance |
| 1. |
12-02-2025 |
3 |
3 |
100% |
5. WEB ADDRESS OF ANNUAL RETURN
Pursuant to provisions of sections 92 and 134 of the Companies Act, 2013 read with
rules made thereunder, the copy of the Annual Return as of March 31, 2025, has been placed
on the website of the on the Company and can be accessed at www.indoeuroindchem.com.
6. STATEMENT ON RISK MANAGEMENT POLICY
Risk assessment and management are critical to ensure long-term sustainability of the
business. The Company, has in place, a strong risk management framework with regular
appraisal by the top management. The Board of Directors reviews the Company's business
risks and formulates strategies to mitigate those risks. The Senior Management team, led
by the Managing Director, is responsible to proactively manage risks with appropriate
mitigation measures and implementation thereof.
7. DETAIL OF ESTABLISHMENT VIGIL MECHANISM :
The Company has implemented a whistle blower policy pursuant to which whistle blowers
can raise concern in relation to the Matters covered under the policy. Protected
disclosures can be made by a whistle blower through an e-mail to the ethics officer and
also have direct access to the Chairman of the Board, in exceptional cases. The whistle
blower policy may be accessed on the Company's website at the link www.indoeuroindchem.com
.
As per section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 to report the genuine concerns, the Company
has constituted the Vigil Mechanism.
8. PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Pursuant to provision of Section 186 of the Companies Act, 2013, during the year under
review, the Company has not made investment and not given any guarantees or provided
security in connection with a loan to any other body corporate or person.
However, the Company has given loan. Further, the details of the investments as
prescribed under Section 186(2) of the Companies Act, 2013 and loans given are provided in
Note Nos. 4 and 5 respectively of the Financial Statement of the Company.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions with related parties are in the ordinary course of business and on
arm's length basis and there are no material' contracts or arrangement or
transactions with related parties and thus disclosure in Form AOC-2 [Pursuant to clause
(h) of subsection (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014] is not required.
The s tatement s howing the disclosure of transactions with related parties in
compliance with applicable provisions of Ind AS, the details of the same are provided in
Note No. 2. XI of the Financial Statement. All related party transactions were placed
before the Audit Committee and the Board, wherever applicable for their approval.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is available at www.indoeuroindchem.com
10. DIVIDEND
In view to conserve the resources, your Board of Directors could not recommend any
dividend this year. However, your Directors assure you that, barring unforeseen
circumstances and the improvement in the operations of the Company in the current year,
the management shall be able to offer a reasonable return on your investments.
11. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL :
The Board as on March 31, 2025, comprised of 5 (Five) Directors out of which 2 (Two)
are Independent Directors, 2 (Two) are Executive Directors including one Managing Director
and 1 (One) is Non Executive Director.
Mr. Vardhman Chhaganlal Shah (DIN 00334194), Managing Director, Mr. Akshit Lakhani (DIN
00334241), Executive Director, Mr. Raj Bhushan Mishra, CFO and Mr. Vaibhav Kadam, Company
Secretary are the Key Managerial Personnel as on 31st March 2025 as per the
provisions of the Companies Act, 2013 and rules made there under.
None of the Directors of the Company have been debarred or disqualified from being
appointed or continuing as Director of company by the Securities and Exchange Board of
India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory
Authority.
a. Appointments and Resignations of Directors and Key Managerial Personnel
During the period under review, following changes have been occurred:
i. Mr. Bhavik Shah (DIN: 09605363) was appointed as an Additional Non-Executive &
Independent Director on the Board with effect from May 07, 2024 and further appointed for
a term of 5 (five) consecutive years up to May 06, 2029 by way of passing ordinary
resolution by the members of the Company at the Annual General Meeting held on 28th
September 2024.
ii. Mr. Yash Shah (DIN:09605363), was appointed as an Additional Director with effect
from May 07, 2024 and further appointed by way of passing ordinary resolution by the
members of the Company at the Annual General Meeting held on 28th September
2024.
iii. Mr. Mr. Akshit Balwantrai Lakhani (DIN:00334241), appointed as a Director liable
to retire by rotation at the 34th Annual General Meeting of the members of the
Company held on September 30, 2024.
iv. Ms. Varsha Bansal resigned as a Company Secretary and Ms. Priya Gupta appointed as
Company Secretary w.e.f. August 9, 2024, she resigns on February 12, 2025.
v. Mr. Vaibhav Vijaykumar Kadam appointed as a Company Secretary w.e.f. February 12,
2025.
None of the Directors of the Company have been debarred or disqualified from being
appointed or continuing as Director of company by the Securities and Exchange Board of
India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory
Authority.
b. Director Liable to Retire by Rotation
In terms of Section 152 of the Companies Act, 2013, Mr. Yash Shah (DIN: 10727203),
Director being Director liable to retire by rotation shall retire at the ensuing Annual
General Meeting and being eligible for re-appointment, offers himself for reappointment.
The information as required to be disclosed under Regulation 36 of the Listing Regulations
will be provided in the notice of ensuing Annual General Meeting.
c. Independent Directors
The Company has received declarations/ confirmations from each Independent Directors
under section 149(7) of the Companies Act, 2013 and regulation 25(8) of the Listing
Regulations confirming that they meet the criteria of independence as laid down in the
Companies Act, 2013 and the Listing Regulations.
The Company has also received requisite declarations from Independent Directors of the
Company as prescribed under rule 6(3) of Companies (Appointment and Qualification of
Directors) Rules, 2014.
All Independent Directors have affirmed compliance to the Code of Conduct for
Independent Directors as prescribed in Schedule |V to the Companies Act, 2013.
In the opinion of the Board, Independent Directors of the Company possess requisite
qualifications, experience and expertise and hold highest standards of integrity. Further,
1 (One) independent directors of the Company are in process of inclusion of their name in
Data Bank of Independent Directors and one independent director has registered his names
in the online databank of Independent Directors.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the
Directors hereby confirm and state that: (a) in the preparation of the annual accounts for
the financial year ended March 31, 2025, the applicable accounting standards have been
followed and that no material departures have been made from the same; (b) the Directors
have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit of the
Company for that period; (c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; (d) the Directors have prepared the annual accounts on a going
concern basis; (e) the Directors have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively; and (f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
13. AUDITORS
(a) Statutory Auditor
M/s. Vora & Associates, Chartered Accountants (Firm Registration No.
111612W) has been appointed as Statutory Auditors of the Company for a period of 5
Years from the conclusion of 32nd Annual General Meeting till the conclusion of
37th Annual General Meeting of the Company. Your Company has received necessary
confirmation from them stating that they satisfy the criteria provided under section 141
of the Companies Act, 2013.
(b) Secretarial Auditor
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed Mr. Anish Gupta, Partner of M/s VKMG & Associates LLP, Practicing Company
Secretaries, as the Secretarial Auditors of the Company to undertake Secretarial Audit for
the financial year ended March 31, 2025.The Secretarial Audit Report for the financial
year ended March 31, 2025, is annexed herewith and marked as Annexure-1' to this
Report.
STATUTORY AND SECRETARIAL AUDITOR'S OBSERVATIONS & COMMENTS
FROM BOARD: -
(a) The Company appointed Mrs. Rima Badyopadhyay as an Independent Directors under
section 149 of the Companies Act, 2013 however, she has not registered her name as per The
Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 and
also not appeared for Online Proficiency Test.
Comments by the Board : The Director inform that she will register in data bank of
Independent Directors.
(b) The Company has not filed e-Form MGT-14, to grant loans as required under Section
117 read with 179(3) of the Companies Act, 2013.
Comments by the Board:- The Company will ensure compliance
(c) Internal Auditors
Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of
Companies (Accounts) Rules, 2014, the Company had appointed
M/s. Moxit & Associates, Chartered Accountants to undertake Internal Audit for
financial year ended March 31, 2025.
14. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Auditors of the Company have not reported to the
Audit Committee, under section 143(12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its Officers or Employees, the details of which would
need to be mentioned in the Board's Report.
15. MAINTENANCE OF COST RECORDS
Maintenance of cost records as prescribed by the Central Government under subsection
(1) of Section 148 of the Companies Act 2013 is not applicable to the Company.
16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
There were no material changes and commitments, affecting the financial position of the
Company, which has occurred between the end of the financial year of the Company, i.e.,
March 31, 2025 till the date of this Directors' Report.
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
There were no other significant and material orders passed by the regulators/ courts/
tribunals, which may impact the going concern status and the Company's operations in
future
18. PREVENTION OF SEXUAL HARASSMENT
Your Company is fully committed to uphold and maintain the dignity of every women
working in the Company and has zero tolerance towards any actions which may fall under the
ambit of sexual harassment at work place. Since, the Company has constituted Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Further, during the year the Company has not
received any case related to sexual harassment.
The policy framed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with Rules framed thereunder may be viewed at
https://www.indoeuroindchem.com
The details of Sexual harassment complaint as required to be reported in Board's Report
are as under:
| Sr No. Particular |
Details |
| 1. Number of Sexual harassment complaints received |
Nil |
| 2. Number of Sexual harassment complaints disposed off |
Nil |
| 3. Number of Sexual harassment complaints beyond 90 days |
Nil |
19. COMPLIANCE OF MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, as
applicable to the Company, from time to time. Or
20. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read
with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under:
| (A) Conservation of Energy |
| (i) The steps taken or impact on conservation of energy: |
| Though business operation of the Company is not energy-intensive, the
Company, being a responsible corporate citizen, makes conscious efforts to reduce its
energy consumption. Some of the measures undertaken by the Company on a continuous basis,
including during the year, are listed below: |
| a) Use of LED Lights at office spaces. |
| b) Rationalization of usage of electricity and electrical equipment air
conditioning system, office illumination, beverage dispensers, desktops. |
| c) Regular monitoring of temperature inside the buildings and controlling
the air- conditioning system. |
| d) Planned Preventive Maintenance schedule put in place for
electromechanical equipment. |
| e) Usage of energy efficient illumination fixtures. |
(ii) Steps taken by the Company for utilizing alternate source of energy.
The business operation of the Company is not energy-intensive, hence apart from steps
mentioned above no other steps taken.
(iii) The capital investment on energy conservation equipment:
There is no capital investment on energy conservation equipment during the year under
review.
(B) Technology Absorption
The IT team of the Company evaluate technology developments on a continuous basis and
keep the organization updated. The Company has been benefited immensely by usage of
Indigenous Technology for business operation of the Company. The Company has not imported
any technology during last three years from the beginning of the financial year. The
Company has not incurred any expenditure on Research and Development during the year under
review.
(C) Foreign Exchange Earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
21. INTERNAL FINANCIAL CONTROL SYSTEM
The Company has in place adequate standards, processes and s tructures to implement
internal financial controls with reference to financial statements. Internal control
systems comprising of policies and procedures are designed to ensure sound management of
your Company's operations, safekeeping of its assets, optimal utilizations of resources,
reliability of its financial information and compliance.
Systems and procedures are periodically reviewed to keep pace with the growing size and
complexity of your company's operation.
22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
(a) The ratio of the remuneration of each Director to the median employee's
remuneration and other details in terms of sub-section 12 of Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are as under:
| Name of Director/Key Managerial Personnel and Designation |
Remuneration of Director/KMP (in Lakh) |
% Increase in remuneration on FY 2024- 2025 |
Ratio of Remuneration of each Director to median Remuneration of
employee |
| Akshit Balwantrai Lakhani |
6,00,000 |
0 |
1.32 |
| Vardhman Chhaganlal Shah |
6,00,000 |
0 |
1.32 |
| Rima Bandopadhyay |
- |
- |
- |
| Bhavik Shah |
30,000 |
|
|
| Yash Shah |
60,000 |
- |
- |
| Raj Bhushan Mishra |
6,50,000 |
8.35 |
NA |
| Vaibhav Vijay Kadam |
28,286 |
0* |
NA |
(b) the percentage increase in the median remuneration of employees in the financial
year:
The median remuneration of employees of the Company during the financial year was Rs.
24.76 (Rs. in Lakh). In the financial year, there was increase of 18.50% in the median
remuneration of employees.
(c) the number of permanent employees on the rolls of the Company:
As on March 31, 2025, the Company has 11 permanent employees (including 2 executive
directors) on its rolls.
| Female |
Nil |
| Male |
11 |
| Transgender |
Nil |
(d) average percentile increases already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the 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 increase in the salaries of employees other than managerial personnel in
the financial year 2024-25 was 8.92% whereas the there the increment in Managerial
remuneration for the same financial year was 0.84% as stated above.
It is hereby affirmed that the remuneration is as per the remuneration policy of the
Company.
(e) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
a statement showing the names and other particulars of the employees drawing remuneration
is provided in a above. Having regard to the provisions of the first proviso to Section
136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to
the Members of the Company. Any member interested in obtaining such information may
address their email to galaxy_delta@yahoo.co.in.
23. CORPORATE SOCIAL RESPONSIBILITY(CSR)
Your company does not fall in the ambit of limit as specified in Section 135 of the
Companies Act, 2013 read with Rule framed there under in respect of Corporate Social
Responsibility. However, the directors of the Company, in their personnel capacity, are
engaged in philanthropy activities and participating for cause of upliftment of the
society.
24. DEPOSITS
During the year under review, the Company has not accepted any deposits within the
meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014, hence there is no details to disclose as required under Rule
8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.
25. DETAILS OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE AND THEIR
PERFORMATION AND CONTRIBUTION:
The details of Subsidiaries, joint ventures or associate c ompanies and their
performance and contribution as required to be reported as per rule 8 of Companies
(Accounts) Rules, 2014 are as under:
The Company does not have any Subsidiaries, Associates or Joint Ventures and neither
any company became or ceased as Subsidiaries, Associates or Joint Ventures during the
year. Therefore, Consolidation of Financial Statement and reporting of Subsidiaries,
Associates or Joint Ventures performance and contribution to the overall performance of
the Company does not require. The Audited Financial Statement prepared in compliance with
the Indian Accounting Standards (AS) 21 shall be placed before the members at their
ensuing Annual General Meeting for approval.
26. SHARE CAPITAL
During the Year under review, there were no changes in Authorised Share Capital and
Paid up Share Capital of the Company.
The Company has not issued any equity shares with differential rights as to dividend,
voting or otherwise, during the year under review. The Company has not issued any sweat
equity shares to its directors or employees, during the year under review. The Company has
not issued or offered any shares under any Employee Stock Option / Purchase Scheme.
27. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee (NRC') works with the Board to
determine the appropriate characteristics, skills and experience for the Board as a whole
as well as for its individual members with the objective of having a Board with diverse
backgrounds and experience in business, government, education and public service.
Characteristics expected of all Directors include independence, integrity, high personal
and professional ethics, sound business judgement, ability to participate constructively
in deliberations and willingness to exercise authority in a collective manner. The Company
has in place a Policy on appointment & removal of Directors (Policy').
The salient features of the Policy are:
It acts as a guideline for matters relating to appointment and re-appointment of
Directors.
It contains guidelines for determining qualifications, positive attributes for
Directors and independence of a director.
It lays down the criteria for Board Membership
It sets out the approach of the Company on board diversity
It lays down the criteria for determining independence of a director, in case of
appointment of an Independent Director.
The Nomination and Remuneration Policy is posted on website of the Company and may be
viewed at http://www.indoeuroindchem.com.
28. PERFORMANCE EVALUATION OF THE BOARD
The Board evaluation framework has been designed in compliance with the requirements
under the Companies Act, 2013 and the Listing Regulations, and in accordance with the
Guidance Note on Board Evaluation issued by SEBI on January 05, 2017. The Board evaluation
was conducted through questionnaire designed with qualitative parameters and feedback
based on ratings.
The Nomination and Remuneration Committee of the Company has laid down the criteria for
performance evaluation of the Board, its committees and individual directors including
Independent Directors covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing
Regulations, based on the predetermined templates designed as a tool to facilitate
evaluation process, the Board has carried out the annual performance evaluation of its own
performance, the Individual Directors including Independent Directors and its Committees
on parameters s uch as level of engagement and c ontribution, independence of judgment,
safeguarding the interest of the Company and its minority shareholders etc.
COMMITTEES OF THE BOARD
The Company has several committees, which have been established as part of best
corporate governance practices and comply with the requirements of the relevant provisions
of applicable laws and statutes:
The Committees and their Composition as on March 31, 2025, are as follows: Audit
Committee
| 1. Bhavik Shah (w.e.f. 07.05.2024) |
Chairman |
| 2. Akshit Lakhani |
Member |
| 3. Rima Bandyopadhyay (w.e.f.18.04.2024) |
Member |
| Nomination and Remuneration Committee |
|
| 1. Bhavik Shah (w.e.f. 07.05.2024) |
Chairman |
| 2. Akshit Lakhani (upto 07.05.2024) |
Member |
| 3. Rima Bandyopadhyay (w.e.f.18.04.2024) |
Member |
| 4. Yash Shah (w.e.f. 07.05.2024) |
Member |
| Stakehoder Relationship Committee |
|
| 1. Akshit Lakhani |
Chairman |
| 2. Vardhaman Shah |
Member |
| 3. Bhavik Shah (w.e.f. 07.05.2025) |
Member |
29. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulated
under Regulation 34(2)(e) of the Listing Regulations is presented in a separate section
and forming part of this Report.
30. CORPORATE GOVERNANCE
As your Company's Paid-up Equity Share Capital and Net Worth not exceeding Rs.10 Crores
and Rs.25 Crores respectively, there corporate governance provision as as specified in
regulations 17, 17A,18, 19, 20, 21,22, 23, 24,24A, 25, 26, 27 and clauses (b) to (i) and
(t)of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V shall not
apply to the Company.
31. LISTING REGULATIONS, 2015
The Equity Shares of the Company are listed on BSE Limited (BSE). The Company has paid
its Annual Listing Fees to the stock exchanges for the Financial Year 2024-2025.
The Company has formulated following Policies as required under the Listing
Regulations, the details of which are as under:
1. Documents Preservation & Archival Policy as per Regulation 9 and
Regulation 30which may be viewed at www.indoeuroindchem.com
2. Policy for determining Materiality of events/information as per
Regulation 30 which may be viewed at www.indoeuroindchem.com
32. SECRETARIAL STANDARD OF ICSI
The Company has complied with the Secretarial Standards on Meeting of the Board of
Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company
Secretaries of India (ICSI).
33. GENERAL DISCLOSURES
Your directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these matters during the year under
review:
Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries. Issue of
debentures/bonds/warrants/any other convertible securities. Issue of shares under ESOP
scheme Scheme of provision of money for the purchase of its own shares by employees or by
trustees for the benefit of employees. Instance of one-time settlement with any Bank or
Financial Institution. Application or proceedings under the Insolvency and Bankruptcy
Code, 2016
34. ACKNOWLEDGEMENTS
Your directors take the opportunity to express our deep sense of gratitude to all
users, vendors, government and non-governmental agencies and bankers for their continued
support in Company's growth and look forward to their continued support in the future.
Your directors would also like to express their gratitude to the shareholders for
reposing unstinted trust and confidence in the management of the Company.
| By Order of the Board of Directors |
| For Indo Euro Indchem Limited |
| Mr. Vardhman Shah |
| Chairman |
| DIN: 00334194 |
| Place: Osmanabad |
| Date: 11-08-2025 |
| Registered office: |
| B-9 to B-16, M.I.D.C. Osmanabad 413 501 |
| Maharashtra |