indus - bombay stock exchange · 2016-10-20 · notice is hereby given that the 17th annual general...

IndusFila

From Design to Delivery

An Indus Mandhana Enterprise

SEVENTEENTH ANNUAL REPORT

2015-16

Indus Fila Limited CIN: L17121KA1999PLC025320

Board of Directors

Mr. Nitin N Mandhana : Vice Chairman & Managing Director

Mr. Raj Kumar Agarwal : Independent Director

Mr. Sandeep Choudhary : Independent Director

Compliance Officer

Nitin Mandhana

Auditors

Suri & Co, Bangalore

Registrar And Transfer Agents

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound,

L. B. S. Marg, Bhandup (W),

Mumbai – 400078

Registered Office

Survey No. 285, 37th KM Stone, Kasaba Hobli,

Nelamangala, Bangalore Rural District – 562 123

17th Annual General Meeting on Friday the 30th September, 2016 at 9 A.M. at the

Registered office of the Company at No. 285, 37th KM Stone, T. Begur Village, Kasaba

Hobli, Nelamangala, Bangalore Rural District – 562 123

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 17th Annual General Meeting of the Members of INDUS FILA

LIMITED will be held at the Registered office of the Company at 285, 37th KM Stone, Tumkur Road,

T. Begur village, kasaba hobli , Nelamangala, Bangalore-562123 on Friday 30th September, 2016 at

9.00 am to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial statements of the Company for the

financial year ended March 31, 2016 and the Reports of the Board of Directors and Auditors

thereon.

2. To appoint a Director in place of Mr. Nitin Mandhana, who retires by rotation and being

eligible, offers himself for re-appointment.

3. To re-appoint the Auditors and fix their remuneration.

By Order of the Board of Directors

For Indus Fila Limited

NITIN N MANDHANA

Managing Director

Place: Bangalore

Date : August 14, 2016

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NOTES:

1. Details as required under SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 with the Stock Exchanges in respect of the Directors seeking appointment

/ re-appointment at the Annual General Meeting are furnished and forms part of the notice.

The Directors have furnished the requisite consents / declarations for their appointment /

reappointment.

2. A member entitled to attend and vote at the Annual General Meeting is entitled to

appoint a proxy to attend and vote instead of himself and the proxy need not be a

member of the Company. The instrument appointing the proxy, in order to be effective,

must be deposited at the Registered Office of the Company, duly completed and signed,

not less than forty eight hours before the commencement of the meeting. Proxies

submitted on behalf of limited companies, societies etc, must be supported by

appropriate resolutions/authority, as applicable.

A person can act as proxy on behalf of the members not exceeding fifty (50) and holding

in the aggregate not more than ten percent of the total share capital of the Company. A

member holding more than ten (10) percent of the total share capital of the Company may

appoint a single person as proxy. However, then such proxy shall not act as a proxy for

any other person or shareholder.

3. Corporate members intending to send their authorised representative to attend the meetings

are requested to send to the Company a certified copy of the Board Resolution authorizing

their representative to attend and vote on their behalf at the meeting.

4. Register of Members and Share Transfer Books of the Company will remain closed from 26th

day of September, 2016 to Friday 30th day of September, 2016 (both days inclusive).

5. Section 72 of the Companies Act, 2013 provides for nomination by the shareholders of the

Company in the prescribed Form SH – 13. Shareholders are requested to avail this facility.

6. Members holding shares in dematerialized from are requested to intimate to all changes

pertaining to their bank detail, National Electronic Clearing Service (NECS), Electronic

Clearing Service (ECS), Mandates, Nominations, Power of attorney, change of address,

change of name, e-mail address, contact numbers etc, to their Depository Participant(DP),

change intimated to the DP will be then automatically reflected in the Company’s records

which will help the Company and the Company Registrar and Transfer Agents, M/s. Link

Intime India Private Limited. Members holding Shares in physical from are requested to

communicate any change in address immediately to the Company’s Registrar and Share

Transfer agent M/s. Link Intime India Private Limited.

7. Incase of Joint holders attending the meeting, The member whose name appears as the first

holder in the order of name as per the register of members of the Company will be entitled

to vote.

8. Any Member desirous of getting any information on the accounts operations of the

Company is requested to forward his/her queries to the Company at least seven working

days to the meeting, so that the required information can be made available at the meeting.

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9. 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 electronic form are, therefore, requested to submit the PAN to their

Depository participants with whom the are maintaining their demat account(s) Members

holding shares in physical form can submit their PAN details to the Registrar and Share

Transfer Agent.

10. Copies of the Annual Report 2016, the Notice of the Annual General Meeting of the

Company and instructions for e-voting, along with the Attendance Slip and Proxy form, are

being sent by electronic mode only to all the members to the registered e-mail addresses of

the shareholders. For members who have not registered their e-mail address, physical copy

of the Annual Report 2016 are sent by permitted mode.

11. Members may also note that the Notice of the Annual General Meeting and the Annual

Report 2016 will be available on the Company’s website: www.indusfila.com. The physical

copies of the aforesaid documents will also be available at the Company’s registered office

for inspection during normal business hours on working days. Members who require

communication in physical form in addition to e-communication, or have any other queries,

may write to the Company Secretary, Indus Fila Limited , Survey No. 284/285, 37th KM

Stone, Kasaba Hobli, Nelamangala, Bangalore Rural District – 562 123

12. Voting through electronic means

Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies

(Management and Administration) Rules, 2014 and Regulation 44 of SEBI Regulations, as

amended from time to time, the Company is pleased to provide its members the facility of

`remote e-voting (e-voting from a place other than the venue of the AGM) to exercise their

right to vote at the Annual General Meeting (AGM). The business may be transacted

through e-voting services provided by Central Depository Services Limited (CDSL).

The instructions for shareholders voting electronically are as under:

• The voting period begins on 27th September, 2016 (9.00 a.m) and ends on 29th September,

2016 (5.00 p.m.). During this period, shareholders’ of the Company, holding shares

either in physical form or in dematerialized form, as on the cut-off date i.e. 23rd

September, 2016, may cast their vote electronically. The e-voting module shall be

disabled by CDSL for voting thereafter.

• The shareholders should log on to the e-voting website www.evotingindia.com.

• Click on Shareholders.

• Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with

the Company.

• Next enter the Image Verification as displayed and Click on Login. 4 of 74

• If you are holding shares in demat form and had logged on to www.evotingindia.com

and voted on an earlier voting of any company, then your existing password is to be

used.

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax

Department (Applicable for both demat shareholders as well as physical

shareholders)

• Members who have not updated their PAN with the

Company/Depository Participant are requested to use the first

two letters of their name and the 8 digits of the sequence number

in the PAN field.

• In case the sequence number is less than 8 digits enter the

applicable number of 0’s before the number after the first two

characters of the name in CAPITAL letters. Eg. If your name is

Ramesh Kumar with sequence number 1 then enter RA00000001

in the PAN field.

Dividend

Bank Details

or Date of

Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)

as recorded in your demat account or in the company records in order to

login.

• If both the details are not recorded with the depository or

company please enter the member id / folio number in the

Dividend Bank details field as mentioned in instruction (iv).

• After entering these details appropriately, click on “SUBMIT” tab.

• Members holding shares in physical form will then directly reach the Company selection

screen. However, members holding shares in demat form will now reach ‘Password

Creation’ menu wherein they are required to mandatorily enter their login password in

the new password field. Kindly note that this password is to be also used by the demat

holders for voting for resolutions of any other company on which they are eligible to

vote, provided that company opts for e-voting through CDSL platform. It is strongly

recommended not to share your password with any other person and take utmost care

to keep your password confidential.

• For Members holding shares in physical form, the details can be used only for e-voting

on the resolutions contained in this Notice.

• Click on the relevant EVSN Indus Fila Limited on which you choose to vote.

• On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same

the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES

implies that you assent to the Resolution and option NO implies that you dissent to the

Resolution.

• Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution

details.

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• After selecting the resolution you have decided to vote on, click on “SUBMIT”. A

confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else

to change your vote, click on “CANCEL” and accordingly modify your vote.

• Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify

your vote.

• You can also take out print of the votes cast by clicking on “Click here to print” option

on the Voting page.

• If a demat account holder has forgotten the password then Enter the User ID and the

image verification code and click on Forgot Password & enter the details as prompted by

the system.

• Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for

android based mobiles. The m-Voting app can be downloaded from Google Play Store.

Please follow the instructions as prompted by the mobile app while voting on your

mobile

• Note for Non – Individual Shareholders and Custodians

* Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and

Custodian are required to log on to www.evotingindia.com and register themselves as

Corporate.

* A scanned copy of the Registration Form bearing the stamp and sign of the entity

should be emailed to [email protected].

* After receiving the login details a Compliance User should be created using the admin

login and password. The Compliance User would be able to link the account(s) for

which they wish to vote on.

* The list of accounts linked in the login should be mailed to

[email protected] and on approval of the accounts they would be able to

cast their vote.

* A scanned copy of the Board Resolution and Power of Attorney (POA) which they

have issued in favour of the Custodian, if any, should be uploaded in PDF format in the

system for the scrutinizer to verify the same.

• In case you have any queries or issues regarding e-voting, you may refer the Frequently

Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com,

under help section or write an email to [email protected].

* The Company has appointed Mr. Naveen K Shenoy (Membership No. 10817)

Practicing Company Secretary, as the Scrutinizer for conducting the remote e-voting and

the voting process at the AGM in a fair and transparent manner.

* The members attending the AGM, who have not already cast their vote through

remote e-voting facility shall be able to exercise their voting rights at the AGM. The

members who have already cast their vote through remote e-voting facility may attend

the AGM but shall not be entitled to cast their vote again at the AGM.

* The voting rights of members shall be in proportion to their share in the paid up

capital of the Company as on the cut-off date. 6 of 74

* Any Person who acquires the shares and becomes a member of the Company after

despatch of the Notice and holds shares as on the cut-off date i.e., September 23, 2016,

may obtain the login Id and password by sending a request to CDSL/OUR RTA.

* The scrutinizer shall immediately after the conclusion of the voting at the general

meeting, first count the votes cast at the meeting, thereafter unblock the votes cast

through remote e-voting in the presence of at least two witnesses not in employment of

the Company and make, not later than three days of conclusion of the meeting a

consolidated scrutinizer’s report of the votes cast in favour or against, to the Chairman

of the Company.

* The results shall be declared on or after the Annual General Meeting. The Results

declared along with the Scrutinizer’s Report shall be placed on the Company’s website

www.Indusfila.com and on the website of CDSL and communicated to the BSE

Limited/NSE Limited where the shares of the Company are listed.

Annexure

Details of Directors seeking appointment and re-appointment at the Annual General Meeting in

pursuance of clause 49 of the listing agreement.

Name Mr. Nitin N Mandhana

Date of Birth 22.11.1967

Nationality Graduate

DOA on the Board 11.04.2006

Relationship with other director NA

Qualification Graduate

Expertise in Area Business

No. of Shares Held 9,829

List of Director-ship held in other Companies List Attached

Chairman/Member of the Committees of the board

of other companies in which he is director Nil

List of Director in Companies

Sl. No. Name of Co.

1 Indus Fila Limited

2 Indus Infoways Private Limited

3 Indus Garments (India) Private Limited

4 Parag Investment Private Limited

5 Andrew Finvest Private Limited

6 Kamal Kishor Finvest Private Limited

7 Viva Retail Private Limited

8 Vir Retail Private Limited

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Report of the Board of Directors

Dear Shareholders,

Your Directors are pleased to present their 17th Annual Report on the business and operations of

your Company together with Audited Statements of the Accounts for the financial year ended 31st

March, 2016.

Corporate Overview

Indus Fila Limited is one of the most integrated companies in the industry, present across the value

chain from fabric to garments. We have added capacities in every segment including yarn dyeing,

weaving and processing.

The Company prepares its financial statements in compliance with the requirements of the

Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The

estimates and judgments relating to the financial statements are made on prudent and reasonable

basis so as to reflect in true and a fair manner the form and the substance of transactions and

reasonably present your Company state of affairs, profit and cash flow for the year ended March 31,

2016.

Financial Performance

( Rs. in Lakhs)

PARTICULARS 2015 -16 2014 -15

TURNOVER 15.07 (3745.17)

Profit/(Loss) before Interest, Depreciation & Tax (6315.63) (5106.80)

Less: Interest 5654.84 4874.25

Less : Depreciation 1214.40 1349.48

Less : Tax (192.77) (40.08)

Net Profit/(Loss) after taxation (12992.09) (11290.45)

Your Company has suffered huge loss during the year due to sluggish Market, Lack of overseas

demand and non availability of additional finance for working capital. As a consequence the

company became a sick company and it is registered with board for Industrial and Financial

Restructuring.

Dividend

In view of Continuous losses, the board does not recommend dividend for the financial year ended

March31, 2016.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9, as required under

Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management &

Administration) Rules, 2014, is included in this Report as set out in the Annexure to this report.

Number of Meeting of the Board

During the Financial Year 2015-16, 4 meetings of the Board were held, details of which are given in

the Corporate Governance Report.

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Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Board has evaluated its performance taking into

consideration of the various aspects of its functioning, composition of the Board and its Committees

and performance of specific duties, obligations and governance. The performance evaluation of the

Chairman and Non-Independent Directors was carried out by the Independent Directors through a

meeting of Independent Directors.

Directors

In accordance with the provisions of the Companies Act, 2013 and the Company’s Articles of

Association, Mr. Nitin Mandhana retires by rotation at the forthcoming Annual General Meeting

and, being eligible, offers himself for re-appointment.

None of these Directors are disqualified from being re-appointed as Directors of your Company.

Fixed Deposit:

The Company has not accepted fixed deposits from the public and shareholders within the

meaning of Section 73(1) of the Companies Act, 2013 and Rules made there under, during the year

under review.

Audit

The Company’s Auditors, M/s Suri & Co., & Co., Chartered Accountants, were re-appointed as the

Statutory Auditors of the Company to hold office from the conclusion of 15th Annual General

Meeting held on 30th Sep, 2014 until the conclusion of the 18th Annual General Meeting to be held

in the year 2018 subject to ratification of their appointment by the Members at every Annual

General Meeting held after the Annual General Meeting held on 30th Sep, 2014..

As required under provisions of Section 139 of the Companies Act, 2013, the Company has received

written consent from M/s Suri & Co., to their appointment and a Certificate to the effect that that

their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules

framed there under and that they satisfy the criteria provided in Section 141 of the Companies Act,

2013.

The Members are requested to ratify the appointment of the Statutory Auditors as foresaid. The

statements made by the Auditors in their Report are self-explanatory and do not call for any further

comments and explanation.

Management Discussion & Analysis

The management discussion and analysis on the operations of your Company is set out in the

Annexure to this report.

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations

obtained by them, your Directors make the statements in terms of 134(3) (c) of the Companies Act,

2013,

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(a) in the preparation of the Annual Accounts, the applicable accounting standards have been

followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company as at March 31, 2016 and of the Company for the year

ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 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;

(e) the Directors have laid down internal financial controls to be followed by the Company and

that such internal financial controls are adequate and were operating effectively

(f) the Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

Particulars of Loans, Guarantees or Investments by Company:

During the year under review the Company has not given any loan, guarantee or made any

investment covered under the provisions of Section 186 of the Companies Act, 2013.

Remuneration and Nomination Policy

The Board of Directors have framed a policy which lays down a framework in relation to

remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The policy also lays down criteria for selection and appointment of Board Members. The Policy is

set out in the Annexure to this report.

Related Party Transactions:

During the year under review the Company has not entered into any contract or arrangement with

related parties attracting the provisions of Section 188 of the Companies Act, 2013.

However during the current year the Company has entered into a transaction with a related party

on arm’s length basis and in the ordinary course of business thereby not attracting the provisions of

Section 188 of the Companies Act, 2013. The details of related party transactions as per Accounting

Standard are included in the notes to the accounts.

All Related Party Transactions are placed before the Audit Committee and also to the Board for

approval.

The policy on Related Party Transactions is approved by the Board of Directors.

Vigil Mechanism / Whistle Blower Policy:

As per Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Board of Directors of the Company have constituted Vigil Mechanism /

Whistle Blower Policy and adopted a policy which aims to provide a channel to the Directors and

employees to report genuine concerns about unethical behavior, actual or suspected fraud or

violation of the Codes of Conduct or policy. The Company is committed to adhere to the highest

standards of ethical, moral and legal conduct of business operations and in order to maintain these 10 of 74

standards, the Company encourages its employees who have genuine concerns about suspected

misconduct to come forward and express those concerns in writing through an e-mail or a letter to

the Chairman of the Company or to the compliance officer or to the Chairman of the Audit

Committee.

Risk Management

The Company has in place Risk Management Policy according to which the Board of Directors of

the Company and the Audit Committee periodically review and evaluate the risk management

system of the Company so that the management controls the risks through properly defined

network.

Corporate Social Responsibility:

No disclosures on Corporate Social Responsibility are required as provision under Section 135 of

the Companies Act, 2013 and Rules made thereunder are not applicable to the Company.

Particulars of Employees

None of the employees were in receipt of remuneration exceeding the amounts specified in Section

197 (12) of the Companies Act, 2013 read with Rule 5(1), (2) & (3) the Companies (Appointment and

Remuneration of Managerial Personnel) Rule 2014.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings

and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings

and outgo pursuant to Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8(3) of the

Companies (Accounts) Rules, 2014 is given in set out in the Annexure to this report.

Corporate Governance

As per Regulations 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, a separate section on corporate governance practices followed by

the Company, together with a Certificate from the Company’s Auditors confirming compliance

forms an integral part of this Report.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made

thereunder, the Company has appointed Mr. Naveen K Shenoy, Company Secretary the Secretarial

Auditor of the Company. The Secretarial Audit Report is annexed as an Annexure and forms an

integral part of this Report. The Secretarial Audit Report does not contain any qualification,

reservation or adverse remark.

Significant and Material Orders Passed by the Regulators or Court or Tribunals

There are no significant and material orders passed by the Regulators/Courts/ Tribunals that would

impact the going concern status of the Company and its future operations.

Internal Control Systems and Their Adequacy The Company has an adequate internal control

system commensurate with its size and nature of its business.

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Health, Safety and Environment:

The health and safety of the workforce is of paramount importance. The Company aims to provide

a workplace that is free from any occupational hazards or illness.

Sexual harassment of women at workplace (prevention, prohibition & redressal) Act, 2013.

It is not applicable to the company.

Material changes and commitment, if any, affecting the financial position of the company

No material changes and commitment affecting the financial position of the Company occurred

between the end of the financial year to which this financial statement relates and the date of this

report.

Acknowledgements

Your Directors wish to place on record their appreciation for the contribution made by employees

at all levels. Your Directors also wish to thank the customers, suppliers, investors and bankers for

their continued support and faith reposed in the Company.

For and behalf of the Board of Directors

Place: Bangalore Nitin N. Mandhana

Date: 14th August 2016 Vice Chairman & Managing Director

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

EARNINGS AND OUTGO

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the

Companies (Accounts) Rules, 2014 for the year ended March 31, 2016 is given here below and forms

part of the Director’s Report

A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORBTION.

There are no items to disclose under this head. However, the Company develops its own

technology in house for new products, process development and cost reduction and it has systems

to absorb the technology developed.

B. FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review Foreign Exchange earnings was NIL Lakhs (Previous Year 127.71

Lakhs) and Foreign Exchange outgo was NIL (Previous Year NIL)

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I. REGISTRATION & OTHER DETAILS:

1

2

3

4

5

6

7

Annexure - A

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management &

Administration) Rules, 2014.

L17121KA1999PLC025320

10/06/1999Registration Date

CIN

Name, Address &

Yes

INDUS FILA LIMITED

Company Limited by Shares

285, 37th K M Stone, Tumkur Road

T. Begur, Nelamangala,

Bangalore 562123

Link Intime India Pvt Ltd

Address of the

Registered office &

contact details

Whether listed

company

Category/Sub-category

of the Company

Name of the Company

7

S. No.

1

S.No Holding/

Subsidiary/

Associate

% of

shares

held

NIC Code of the Product/service % to total

turnover of the

company

Manufacturing of Textiles & Gaements

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Name, Address &

contact details of the

Registrar & Transfer

Agent, if any.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more

of the total turnover of the company shall be stated)


C-13, Pannalal Silk Mills Compound

L. B. S. Marg, Bhandup (W)

Mumbai – 400078

Name and Description of main

products / services

Applicable

Section

Name and Address of

the Company

CIN/GIN

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Demat Physical Total % of

Total

Shares

Demat Physical Total % of Total

Shares

A. Promoter s

(1) Indian

a) Individual/

HUF

86187 1377561 1463748 7.06 86187 1377561 1463748 7.06 0.00

b) Central Govt 0 0 0 0.00 0 0 0 0.00 0

c) State Govt(s)

0 0 0 0.00 0 0 0 0.00 0

d) Bodies Corp.8256963 0 8256963 39.80 8256963 8256963 39.80 0

e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0

f) Any other 0 0 0 0.00 0 0 0 0.00 0

h) Individuals

(Non-Resident

Individuals/For

eign

Individuals)

192807 192807 0.93 192807 192807 0.93 0

Total

shareholding

8343150 1570368 9913518 47.79 8343150 1570368 9913518 47.79 0.00

Category of

Shareholders

No. of Shares held at the beginning of the year[As on

April 1, 2015]

No. of Shares held at the end of the year[As on March

31, 2016]

%

Chang

e

during

the

year

shareholding

of Promoter

(A)

B. Public

Shareholding

1. Institutions 0 0 0 0.00 0 0 0 0.00 0

a) Mutual

Funds

0 0 0 0.00 0 0 0 0.00 0

b) Banks / FI 100 100 0.00 0 0 0.00 -0

c) Central Govt 0 0 0 0.00 0 0 0 0.00 0

d) State Govt(s)0 0 0 0.00 0 0 0 0.00 0

e) Venture

Capital Funds

0 0 0 0.00 0 0 0 0.00 0

f) Insurance

Companies

0 0 0 0.00 0 0 0 0.00 0

g) FIIs 170138 170138 0.82 160000 160000 0.77 -0.05

h) Foreign

Venture Capital

Funds

0 0 0 0.00 0 0 0 0.00 0

i) Others

(specify)

0 0 0 0.00 0 0 0 0.00 0

Sub-total

(B)(1):-170238 0 170238 0.82 160000 0 160000 0.77 -0.05

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2. Non-

Institutions

a) Bodies Corp. 6461821 6461821 31.15 6737727 6737727 32.48 1.33

i) Indian 0 0 0 0.00 0 0 0 0.00 0

ii) Overseas 0 0 0 0.00 0 0 0 0.00 0

b) Individuals 0 0 0 0.00 0 0 0 0.00 0

i) Individual

shareholders

holding

nominal share

capital upto Rs.

2 lakh

1630343 30017 1660360 8.00 1876967 30017 1906984 9.19 1.189

ii) Individual

shareholders

holding

nominal share

capital in excess

of Rs 2 lakh

1867291 1867291 9.00 1276561 0 1276561 6.15 -2.85

c) Others

(specify)

0 0 0 0.00 0 0 0 0.00 0

Non Resident

Indians (Repat)

41282 41282 0.20 41282 41282 0.20 0

Non Resident

Indians (Non

Repat)

4059 4059 0.02 3395 3395 0.02 -0

Overseas 0 0 0 0.00 0 0 0 0.00 0Overseas

Corporate

Bodies

0 0 0 0.00 0 0 0 0.00 0

Foreign

Nationals

0 0 0 0.00 0 0 0 0.00 0

Clearing

Members

170148 170148 0.82 151846 151846 0.73 -0.09

Trusts 456000 456000 2.20 456000 456000 2.20 0

HUF 0 0 0.00 97404 97404 0.47 0.47

Sub-total

(B)(2):-10174944 486017 10660961 51.39 10185182 486017 10671199 51.44 0.05

Total Public

Shareholding

(B)=(B)(1)+

(B)(2)

10345182 486017 10831199 52.21 10345182 486017 10831199 52.21 0.00

C. Shares held

by Custodian

for GDRs &

ADRs

0 0 0 0 0 0 0 0 0

Grand Total

(A+B+C)18688332 2056385 20744717 100 18688332 2056385 20744717 100.00 0.00

15 of 74

ii) Shareholding of Promoters-

SN

No. of Shares % of

total

Shares

of the

compa

ny

% of Shares

Pledged /

encumber-ed

to total

shares

No. of

Shares

% of total

Shares of

the

company

% of

Shares

Pledged /

encumber-

ed to total

shares

1 3213657 15.491 87.128 3213657 15.491 87.128 0

2 716610 3.454 716610 3.454 0

3 2800000 13.497 2800000 13.497

4 687448 3.314 0 687448 3.314 0 0

5 462462 2.229 0 462462 2.229 0 0

6 90000 0.434 0 90000 0.434 0 0

7 900000 4.338 900000

8 72139 0.348 0 72139 0.348 0 0

9 67263 0.324 0 67263 0.324 0 0

10 662696 3.195 662696 3.195

11 63330 0.305 0 63330 0.305 0 0

12 62500 0.301 0 62500 0.301 0 0

%

chang

e in

share-

holdi

ng

durin

g the

year

Shareholder’s Name Shareholding at the beginning of

the year

Shareholding at the end of the

year

KAMAL KISHOR FINVEST

PRIVATE LIMITED

ANDREW FINVEST PVT LTD

KAVITA MANDHANA

SHASHIKANT GOVINDLAL

MANDHANA

SNEHA MANDHANA

RALPH KLINGLER

PRAKASH G MANDHANA

SAVITA MANDHANA

BIRENDRA KUMAR

ANAND RATHI GLOBAL

FINANCE LTD.

FAMY CARE LIMITED

SAROJ PLANTATIONS PVT.

LTD

12 62500 0.301 0 62500 0.301 0 0

13 57707 0.278 0 57707 0.278 0 0

14 46871 0.226 0 46871 0.226 0 0

15 16090 0.078 0 16090 0.078 0 0

16 9829 0.047 0 9829 0.047 0 0

17 8000 0.039 0 8000 0.039 0 0

18 625 0.003 0 625 0.003 0 0

20744717 20744717

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

No. of

shares

% of total

shares of the

company

No. of

Shares

1

i

ii

iii

% of total

shares of the

company

Cumulative Shareholding

during the year

At the beginning of the year

Increase/Decrease During The year

Shareholding at the

beginning of the

year

Particulars

ALFONS HOLLENSTEIN

DANIEL SPAELTI

HO BOON ENG

NITIN MANDHANA

NARAYANDAS MANDHANA

SAROJ NANDKISHORE RATHI

At the end of the year

SN Increase/D

ecrease in

No. of

shares

BIRENDRA KUMAR

AGARWAL

16 of 74

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Increase/De

crease in No.

of shares

No. of shares No. of

shares

1

i 2078668 0

ii 0

iii. 0 2078668

2

i 1686889 0

ii 0

iii 0 1686889

3

10.02

8.13

10.02

8.13


during the year 31.03.2016

% of total

shares of the

company

% of total

shares of the

company

For Each of the Top

10 Shareholders

Shareholding at the beginning of

the year 01.04.2015

SN

At the beginning of the

year

Decrease: Capital

Reduction


Forever Merchants

Pvt. Ltd

Religare Finvest Ltd.


year

Decrease: Capital

Reduction


Talma Chemical

Industries Pvt. Ltd

i 580251 0

Ii 0

iii 0 580251

4

i 126842 388409

ii

iii 515251

5

i 456000 0

ii 0

iii 0 456000

6

i 687448

ii

iii 687448

2.20

3.31

2.80

2.48

0.00

2.20

Decrease: Capital

Reduction


Indus Fila Eshop

Trust


year

Decrease: Capital

Reduction


Ashroj Credit India

Private


year

2.80

0.61



year

Decrease: Capital

Reduction


Texprint Fashions

Pvt. Ltd


year

Decrease: Capital

Reduction

17 of 74

7

i 278745 0

ii 0

iii 0 278745

8

i 186700 0

ii 0

iii 0 186700

9

i 160515 0

ii 0

iii 0 160515

10

i 160000 0

1.34

0.90

0.77


1.34

0.90

0.77

0.77


Jayakrishna Taparia

Bharat Taparia


year

Decrease: Capital

Reduction


Elm Park Fund Ltd.

Silverson Trading Co.

Pvt. Ltd.


year

Decrease: Capital

Reduction


Shivshakti Financial

Services Pvt. Ltd.


year

Decrease : Capital

Reduction

i 160000 0

ii 0

iii 0 160000

E) Shareholding of Directors and Key Managerial Personnel:

% of total

shares of the

company

% of

total

shares

of the

compa1

i0.047

00

ii 0

iii 0.047 0 0.047At the end of the year 9829

Note: None of the other Directors / Key Management Personnel held any shares at the beginning and end of the

financial year ended March 31, 2016.

0

9829

a. Decrease – Capital

Reduction -

b. Increase

0.77

Note: The Paid Up Share Capital as on 1.4.2015 and 31.3.2016 was Rs. 2074.47 Lakhs and Rs.2074.47 Lakhs

respectively.


during the year

Shareholding at the beginning of

the year

No. of shares No. of shares

Shareholding of each

Directors and each Key

Managerial Personnel

Increase/D

ecrease in

No. of

shares


year

Decrease: Capital

Reduction


0.77

SN

Nitin N Mandhana

9829

0


year

18 of 74

Deposits

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: ( In Lakhs )

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

Total (i+ii+iii)

Change in Indebtedness during the

financial year

1530.35

0.00

0.00

1530.35

32914.84

9763.88

0.00

42678.73

0.00

0.00

0.00

32948.78

14846.03

0.00

47794.81

Secured Loans

excluding deposits

i) Principal Amount

Indebtedness at the end of the

financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

Indebtedness at the beginning of the

financial year

0.00

31418.42

14846.03

0.00

46264.46

31419.46

9763.88

0.00

41183.34

0.00

0.00

ii) Interest due but not paid

iii) Interest accrued but not due

* Reduction

Net Change

1495.39

0.00

0.00

1495.39

0.00

0.00

0.00

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(In Lakhs )

Total

Indebtedness

Unsecured Loans

* Addition

SN.

CMD

Gross salary

NIL

2

3

5

Stock Option

Sweat Equity

Commission

- as % of profit

- others, specify…

Others-contribution to funds

N ACeiling as per the Act

Total (A)

(c) Profits in lieu of salary under

section 17(3) Income- tax Act, 1961

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: ( In Lakhs )

Total AmountName of MD/WTD/ Manager

WTD

Particulars of Remuneration

(a) Salary as per provisions contained

in section 17(1) of the Income-tax Act,

1961

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

1

4

19 of 74

SN. Particulars of Remuneration Total Amount

NIL

SN

0

N A

Name of Directors

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

( In Lakhs )

Commission

Particulars of Remuneration

Gross salary

Key Managerial Personnel

Total

0

Others, please specify

Total (1)

Other Non-Executive Directors

Fee for attending board committee

Commission

Others, please specify

Total (2)

Total (B)=(1+2)

Overall Ceiling as per the Act

Total Managerial Remuneration

B. Remuneration to other directors

Independent Directors

Fee for attending board committee

meetings

1

1

2

2

3

5

0

Section of

the

Companies

Act

Brief

Description

NIL

NIL

0

0

0

0

0

0

0

0

0

0

0

0

0

Penalty

A. COMPANY

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Appeal made,

if any (give

Details)

Authority [RD /

NCLT/ COURT]

Details of Penalty /

Punishment/

Compounding fees

imposed

C. OTHER OFFICERS IN DEFAULT

Type

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

0

0

0

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax

Act, 1961

(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 1961

Stock Option

Sweat Equity

Commission

- as % of profit

others, specify…

Others-contribution to funds

Total

0

0

0

00

4

20 of 74

Management & Discussion Analysis

Business Review

From Design to Delivery

Industry Structure and Development

The Company does not have any income from operations. The company is looking forward to

approval of its Rehabilitation Scheme by the Board of Industrial and Financial Reconstruction

(BIFR) for resumption of its operations. The company has implemented necessary steps to

reduce the operating and administrative expenses to curtail the cost.

Textile Industry

The Textile Industry is one of the most important sectors in the Indian Economy and the second

largest generator of employment after agriculture. It contributes more than 4% to the GDP and

17% to the country’s export earnings. The Textile sector provides employment to over 3.5 crore

people.

Opportunities and Threats

India has big advantages in terms of being globally the second largest cotton growing country,

second largest producer of cotton yarn, third largest exporter of cotton fabric and fourth largest

exporter of synthetic fabric. It also has a large pool of available manpower which is a key

resource for our Industry.

India’s product design and development capability, integrated supply chain and higher level of

social compliance scores above some of the other apparel manufacturing countries. The

Company has formulated strategies and identified key focus areas to improve performance in

the current environment. Growing market share with existing customers while seeking to

increase the proportion of value added products, working towards acquiring new customers

with complementary product portfolio, improvement in efficiencies through Lean

manufacturing initiatives, and sustained focus on financial management, will help us come out

of financial difficulties we faced during the financial year 2015-16.

Risks and Concerns

The Company focuses on exports to the US and European markets with revenues being

denominated in USD/EURO. The Company is exposed to risk of currency fluctuations. The

Company mitigates this risk through robust foreign currency management practices.

Inflationary conditions and rise in wage costs in the country may have impact on the

profitability of the Company.

21 of 74

Internal control systems and their adequacies

Your Company believes in formulating adequate and effective internal control systems and

implementing the same, to ensure that assets and interest of the company are safeguarded, and

reliability of accounting data and accuracy are ensured with proper checks and balances. The

internal control system is improved and modified continuously to meet the changes in business

conditions, statutory and accounting requirements.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness

of internal control system and suggests improvements for strengthening them .The Company

has a robust Management Information system which is an integral part of the control

mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are

periodically apprised of the internal audit findings, and corrective actions taken.

Discussion on financial performance

Income:

The Company has suffered huge losses of Rs 12992.09 Lakhs during this year, entire net worth

of the company has been eroded and company is registered with the Board for Industrial and

Financial Reconstruction.

Risk Management

The Company is exposed to risk from market fluctuations of foreign exchanges, interest rates,

commodity price, business risk, compliance risks and people risks.

Foreign Exchange Risk

The Company’s policy is to actively manage its long term foreign exchange risk within the

framework laid down by the company’s forex policy approved by the Board.

Interest Rate Risk

Given the interest rate fluctuations, the company has adopted a prudent and conservative risk

mitigating strategy to minimize the interest cost.

Commodity price risk

The Company is exposed to the risk of price fluctuation on raw material as well as finished

goods in all of its product. The Company proactively manages these risks in inputs through

forward booking, inventory management, proactive management of vendor development and

relationships. The Company’s strong reputation for quality, product differentiation and service,

the existence of a powerful brand image and a robust marketing network mitigates the impact

of price risk on finished goods.

22 of 74

Risk Element in Individual Businesses

Apart from the risks on account of interest rate, foreign exchange and regulatory changes ,

various businesses of the company are exposed to certain operating business risk, which are

managed by regular monitoring and corrective actions .

Compliance Risks

The Company is exposed to risk attached to various statutes and regulations including the

competition Act 2002. The Company is mitigating these risks through regular reviews of legal

compliances, through internal as well as external compliances audits.

People Risks

Retaining the existing talent pool and attracting new manpower are major risks. The Company

has initiated various measures such as rollout of strategic talent management system, training

and integration of learning activities.

Environment and safety

Your Company is conscious of the importance of environmentally clean and safe operations.

Your Company ‘s Policy requires the conduct of all operations in such manner so as to ensure

safety of all concerned , compliance of statutory and industrial requirements for environment

protection and conservation of natural resources to the

extent possible .

Human Resources and Industrial Relations

The Company takes pride in the commitment, competence and dedication shown by its

employees in all areas of business. Various HR initiatives are taken to align the HR policies to

the growing requirements of the business. The Company continues to lay emphasis on people

development, especially identifying and nurturing leadership talent in the organization.

Cautionary Statement

Statements in this report describing the Company’s objectives, projections, estimates,

expectations or predications may be “forward-looking statements” within the meaning of

applicable securities laws and regulations. Actual results could differ materially from those

expressed or implied. Important factors that could make a difference to the Company’s

operations include raw material availability and prices, cyclical demand and pricing in the

Company’s principal markets, changes in Government regulations, tax regimes, economic

developments within India and the countries in which the Company conducts business and

other incidental factors.

Date : 14th August 2016

Place : Bangalore

23 of 74

Corporate Governance Report

1. Company’s Philosophy on Corporate Governance

Indus Fila considers good corporate governance as a pre requisite for meeting the needs and

aspiration of the its stakeholder and firmly believe that same could be achieved by maintaining

transparency in its dealing and practice, clear accountability, integrity and strict regulatory

compliance

All the Directors and Senior Management are committed to the Company’s Code of Conduct, the

compliance to which is periodically reviewed.

2. Board of Directors

I. Composition of the Board

The Board of Directors of the Company consists of one Executive and three Non-Executive

Directors. The Chairman of the Board is Non-Executive Director and Independent. Three out of

Four Directors are Independent Directors.

II. Details of Directors and Directorship held

The names and categories of the Directors on the Board and also the number of Directorships and

Committee memberships held by them are given below:

Name of the

Director

Designation Category Total No. of

Directorship

Chairman of

other

Committee

Member of

other

Committee

No. of

shares

held by

Non

Executive

Director

Mr. Ntin

N Mandhana

Vice

Chairman &

Managing

Director

Promoter ,

Executive

8 - 3 N.A

Mr. Raj Kumar

Agarwal

Director Independent

Director

1 - 3 Nil

Mr. Sandeep

Choudhary

Director Independent

Director

1 - 3 Nil

Memberships of only Audit Committee, Stakeholder’s Relationship Committee and Nomination &

Remuneration Committee have been considered.

As per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

members of the Board do not have Directorships in more than 15 Companies or a Member of more

than 10 Board-level Committees or chairman of more than 5 such Committees.

24 of 74

The Board periodically reviews compliance reports of all laws applicable to the Company. Steps

are taken by the Company to rectify instances of non compliance, if any.

III. Reappointment of Directors

Mr. Nitin N Mandhana, retires by rotation, and being eligible, offers himself for reappointment.

The brief profile of the Director is as detailed below:

Name of the Director Mr. Nitin N Mandhana

Date of Birth 22.11.1967

Expertise in specific functional areas Business

Qualification Graduate

Direectorship held in other Companies 7

Names of the Companies in which Directorships held List attached in above

Committee positions held in other Companies NA

IV. Board Meetings and Annual General Meetings

The Board of Directors met 4 (four) times during the year 30.05.2015, 14.08.2015, 14.11.2015 &

14.02.2016

Attendance at the Board meeting and last Annual General Meeting

Name of the Director No. of Board Meetings

attended

Attendance at the last AGM

Mr. Nitin N Mandhana 4 Yes

Mr. Mr. Raj Kumar Agarwal 4 No

Mr. Sandeep Choudhary 4 No

V. Code of Conduct

The Company has adopted a code of conduct for Executive and Non Executive Directors, Senior

Management Personnel and other executives of the Company. The Company has received

confirmations from the Executive and Non Executive Directors as well as Senior Management

Personnel regarding compliance of the Code during the year under review. The Code of Conduct

is posted on the website of the Company.

3. Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of

the Listing Regulation read with Section 177 of the Companies Act, 2013. 25 of 74

Terms of reference:

a. 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

b. Reviewing, with management, the quarterly, half yearly and annual financial statements

c. Reviewing with the management, external and internal auditors, and the adequacy of internal

control systems.

d. Authority to investigate any matter pertaining to the items specified in section 177 of the

Companies Act or referred to it by the Board

e. Recommending to the Board, the appointment, re-appointment and if required, the replacement

or removal of the statutory auditor and the fixation of audit fees.

f. Reviewing the Company’s financial and risk management policies.

g. Periodic discussion with the auditors about internal control systems, scope of audit including

the observations of the auditors and review the quarterly, half-yearly, and annual financial

statements before submissions to the Board.

Composition, Meeting and Attendance:

As on March 31st, 2016, the Audit Committee comprised of two Independent Directors and one

Executive Director. The composition of the Audit Committee and the details of the meetings

attended by members of the Audit Committee are given below:

Name of Member Designation Category No of Meeting

Attended

Mr. Raj Kumar Agarwal Chairman Independent, Non-executive Director 4

Mr.Sandeep Choudhary Member Independent, Non-executive Director 4

Mr. Nitin N Mandhana Member Vice Chairman & Managing Director 4

Four (4) Audit Committee Meetings were held during the Financial Year ended March 31, 2016.

The dates on which the Audit Committee meetings were held are as follows: 30.05.2015,

14.08.2015, 14.11.2015 & 14.02.2016 Necessary quorum was present at the above meetings.

The Audit Committee Meetings are usually held at the Corporate Office of the Company and are

attended by the Managing Director, Finance Head and representatives of Statutory Auditors. The

Finance Head acts as the Secretary to the Audit Committee.

4. Nomination & Remuneration Committee

Terms of reference

The Company has constituted a nomination & remuneration committee of Directors. The broad

terms of reference of the Committee are to appraise the performance of Managing / Executive

Directors and determine and recommend to the Board, compensation payable to them. 26 of 74

Composition, Meetings and Attendance

As on March 31, 2016, the remuneration committee comprised of 3 (three) members. The Chairman

of the remuneration committee is an independent director and the members of the remuneration

committee include both executive and non-executive directors.

There were no Remuneration Committee Meetings held during the financial year 2015-16.

The composition of remuneration committee as of March 31, 2016 is given below:

Name of the Member Designation Category

Mr. Nitin N Mandhana Member Vice Chairman & Managing Director

Mr. Raj Kumar Agarwal Chairman Independent, Non-executive Director

Mr. Sandeep Choudhary Member Independent, Non-executive Director

Details of remuneration paid to directors during the financial year 2015-16

No Remuneration was paid to any of the executive directors of the Company for the year ended

March 31st, 2016.

Remuneration policy

Remuneration to executive directors is based on the years of experience and contribution made by

the respective executive directors to the company and in line with the existing industry practice.

However no remuneration has been paid to any of the Executive Directors during the Financial

Year ended March 31, 2016. Further, sitting fee is not paid to any of the directors of the company.

5. Stakeholder’s Relationship Committee

Terms of reference

• Investor relations and redressal of shareholders grievances in general and relating to transfer of

shares, non-receipt of annual report etc.

• Such other matters as may from time to time be required by any statutory, contractual or other

regulatory requirements to be attended to by such committee.

Composition, Meetings and Attendance

The composition of Stakeholder’ Relationship committee as on March31, 2016 and the attendance

of the members in the meeting held during the financial year 2015-2016 are as follows:

Name of the Member Designation Category No of Meeting

Attend

Mr . Nitin N Mandhana Member Vice Chairman & Managing Director 4

Mr. Sandeep Choudhary Member Independent, Non-executive Director 4

Mr. Raj Kumar Agarwal Chairman Independent, Non-executive Director 4 27 of 74

Status of investors’ complaints

The status of investor’s complaints as on March 31st, 2016 is as follows:

Number of complaints received during the year NIL

Number of complaints resolved during the year NIL

Number of complaints pending aas of March 31 , 2016 NIL

There were no outstanding complaints as on March 31, 2016.

6. Annual General Meeting:

The details of last three Annual General Meetings of the Company are as follows:

Financial Year Date Time Venue

2012-2013 18.12.2013 9.00 A.M Registered Office

2013-2014 30.09.2014 9.00 A.M. Registered Office

2014-2015 30.09.2015 9.00 A.M. Registered Office

B) Postal Ballot:

There were no resolutions passed through Postal Ballot for the financial year 2015-16.

7. Disclosures

a) Materially significant related party transactions

There were no material significant related party transactions during the financial year 2015-16 that

may have potential conflict with the interest of the Company at large. The details of related party

transactions as per Accounting Standard – are included in the notes to the accounts.

b) Details of non-compliance with regard to capital market

Trading of the Company’s shares continues to be suspended on BSE Ltd. and NSE Ltd. for

non payment of fine imposed for delay in compliance of certain provisions of the Listing

Agreement, in May 2015. The shares held by the Promoters also continues to be frozen due to

the suspension of trading. The Company has made a representation to both BSE Ltd. and

NSE Ltd. that the delay in late submission was not intentional but due to circumstances

beyond the control of the Company and that the Company is currently sick and is unable to

pay the huge fine imposed and have therefore have requested for waiver of the fine. The

matter is yet to resolved.

28 of 74

c) Disclosure of Accounting Treatment

In the preparation of financial statements, the Company has followed the Accounting Standards

notified by the Central Government of India under the Companies (Accounting Standard) Rules

2006 and with the provision of the Companies Act, 2013.The significant accounting policies which

are consistently applied are set out in the Annexure to Notes to the Financial Statements.

d) Board Disclosures – Risk Management

The Company has a well documented risk management policy which acts as an effective tool in

minimizing various risks to which our businesses are exposed to during the course of their day to

day operations as well as their strategic actions. Various risks are identified, comprising mainly of

price volatility of key inputs, foreign exchange risks, environmental, health and safety risks,

breakdown of information system, regulatory and legal risks, etc.

All the risks associated with the business are identified and allocated to respective designated

owners to manage/control the risks and keep risks exposures within acceptable limit.

e) Certification from CEO

The requisite certification from the Managing Director required to be given under listing

regulation has been placed before the Board of Directors of the Company.

f) Details of Compliance with mandatory requirements and adoption of non-mandatory

requirements of the listing regulation.

i. The company has complied with all the mandatory requirements as mandated under listing

regulation.

ii. The Company has complied with the non-mandatory requirements relating to remuneration

committee.

iii. As per Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Board of Directors of the Company have constituted Whistle Blower Policy

and adopted a policy which aims to provide a channel to the Directors and employees to report

genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of

Conduct or policy. The Company is committed to adhere to the highest standards of ethical, moral

and legal conduct of business operations and in order to maintain these standards, the Company

encourages its employees who have genuine concerns about suspected misconduct to come

forward and express those concerns in writing through an e-mail or a letter to the Chairman of the

Company or to the compliance officer or to the Chairman of the Audit Committee.

iv. Details of Shares held by Non-Executive Directors as on 31.03.2016

No shares held by Non Executive Directors

8. Means of Communication

The quarterly / half yearly /annual results and notices as required under Clause 41 of the listing

agreement are published in regional as well as national newspapers. Authorized persons of Indus

Fila also respond to queries telephonically and by letters. 29 of 74

9. General Shareholder Information

a) Annual General Meeting

Date: 30th September, 2016

Time: 9 A.M

Venue: Registered Office of the Company

b) Financial Year of the Company

The Financial Year covered the period from April 1 every year and ends on March 31, in the

succeeding year tentative date for Board Meeting for consideration of quarterly financial results

for 2016-17 are as follows:

Quarter ending June 30, 2016 : On or before August 14, 2016

Quarter ending September 30, 2016 : On or before November 14, 2016

Quarter ending December 31, 2016 : On or before February 14, 2017

Quarter ending March 31, 2017 : End of May 2017

c) Book Closure

The dates of the book closure are 26th September, 2015 to 30th September, 2015 (all days inclusive)

d) Dividend Payment

Not Applicable

e) Listing

The equity shares of the Company are listed on the following stock exchanges in India since

08.03.2007 :

• National Stock Exchange of India Limited (NSE)

“Exchange Plaza” Bandra – Kurla Complex, Bandra (East), Mumbai – 400 051

• Bombay Stock Exchange Limited (BSE)

P.J. Towers. Dalal Street, Mumbai – 400 001.

f) Stock Codes

Indus Fila’s Stock Exchange Codes

Name of the Stock Exchange Stock Code

The National Stock Exchange of India Limited (NSE) INDUSFILA

The Bombay Stock Exchange Limited (BSE) 532821

The ISIN code of the Company for equity shares held in demat form is INE025I01012.

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g) Market Price Data (BSE)

High, Low (based on closing prices) during each month during the year 2015 -2016 on the Bombay

Stock Exchange Limited:

Indus Fila at BSE

Month High Low Month High Low

April-15 3 2.50 Oct-15 1.62 1.62

May-15 2.38 1.78 Nov-15 1.54 1.27

June-15 1.78 1.78 Dec-15 1.27 1.27

July-15 1.78 1.70 Jan-16 1.27 1.27

Aug-15 1.78 1.70 Feb-16 1.27 1.27

Sept-15 1.78 1.70 March-16 1.27 1.27

h) Distribution of Shareholding

1. The distribution of shareholding of the Company as on 31 March 2016 is as follows:

Sl

No.

Shares Range Shares % To

Capital

No. of

Holders

% To Total

Holders From To

1 1 500 406042 1.96 3030 78.29

2 5001 1000 294994 1.42 359 9.28

3 1001 2000 296441 1.43 189 4.88

4 2001 3000 198016 0.95 76 1.96

5 3001 4000 148567 0.72 41 1.06

6 4001 5000 126750 0.61 27 0.70

7 5001 10000 417498 2.01 54 1.40

8 10001 Above 18856409 90.90 94 2.43

TOTAL 20744717 100 3870 100

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1. Shareholding pattern as on March 31st, 2016

Promoters: 47.79%

Public: 52.21%

i) Dematerialization of Shares

The equity shares of the company are compulsorily traded in dematerialized form and are

available for trading under National Securities Depository Limited (NSDL) and Central

Depository Services (India) Limited (CDSL). The International Security Identification Number

(ISIN) allotted to the Company under Depository System is INE025I01012.

Number of shares held in dematerialized and physical mode as on March 31st, 2016 is as below:

NSDL : 45.81%

CDSL : 44.28%

Physical : 3.31%

j) Registrar and Share Transfer Agents :


C-13, Pannalal Silk Mills Compound,

L. B. S. Marg, Bhandup (W),

Mumbai – 400078

Ph: 25963838 Fax : 25946969

k) Share Transfer System

The Registrar and Share Transfer Agents, M/s. Link Intime India Pvt Ltd are authorized by the

Board for processing of share transfers.

Share transfer requests are processed and dispatched to the shareholders generally within 30 days

from the date of receipt. All valid requests for dematerialization of shares are processed and

confirmations are given to the depositories within the stipulated time.

Pursuant to the listing regulation 40, on half yearly basis, certificates have been issued by a

Company Secretary in Practice for due compliance of share transfer formalities by the Company.

Also, pursuant to SEBI (Depositories and Participants) Regulations, 1996, Secretarial Audit is done

on a quarterly basis for reconciliation of the share capital of the Company.

l) Outstanding GDR’S /ADR’S etc.

No GDRs / ADRs/ Warrants or Convertible Instruments are outstanding as of the date of this

report.

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m) Plant Locations

Survey No. 284 & 285

37th KM Stone, Kasaba Hobli, Nelamangala,

Bangalore Rural District – 562 123.

No. 243/1, to 358/3, Thoramavu & Immavu

Village, Thandya Industrial Area, Kempi

Siddana Hundi,

Nanjangud, Dist Mysore – 571 302.

No. 21-D-2, II Phase, Peenya Industrial Area,

Bangalore – 560 058.

n) Address for Correspondence

REGD. OFFICE

Survey No. 285, 37th KM Stone, Kasaba Hobli,

Nelamangala, Bangalore Rural district – 562 123.

Ph : 8118 7733501 – 506

Fax : 8118 7733516

For and on behalf of the Board of Directors

Place : Bangalore

Date : 14.8.2016 Nitin N. Mandhana

Vice Chairman & Managing Director

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FORM MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2016.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members

Indus Fila Limited

I have conducted the Secretarial Audit of the compliance of applicable statutory

provisions and the adherence to good corporate practices by Indus Fila Limited

(hereinafter called the Company). Secretarial Audit was conducted in a manner that

provided me a reasonable basis for evaluating the corporate conducts/statutory

compliances and expressing my opinion thereon.

The Company did not have any commercial activity or operational income during

the year under report.

Based on my 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 secretarial audit, I hereby report that, in my

opinion, the Company has, during the audit period covering the financial year

ended on 31st March, 2016, 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:

I have examined the books, papers, minute books, forms and returns filed and other

records maintained by the Company for the financial year ended on, 31st March, 2016

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;

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(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct

Investment and External Commercial Borrowings;

(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,1992 and The Securities and Exchange Board of India (Prohibition

of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme

and Employee Stock Purchase Scheme) Guidelines, 1999 ( Not applicable to the

Company during audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008.

(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, 2009 ( Not applicable to the Company during the audit period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,

1998 ( Not applicable to the Company during the audit period);

I have also reviewed the systems and mechanisms established by the Company for

ensuring compliances under other applicable Acts, Laws, Rules, Regulations,

Guidelines applicable to the Company and categorized under the following major

heads/groups:

a. The Factories Act, 1948

b. Industries (Development & Regulation) Act, 1951.

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c. Acts prescribed under prevention and control of pollution.

d. Labour Laws and other incidental laws related to labour and employees

appointed by the Company either on its payroll or on contractual basis as

related to wages, gratuity, provident fund, ESIC, compensation, etc;

However, the Company has suspended its operations since March, 2014.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreement entered into by the Company with BSE Ltd.;

(iii) Securities and Exchange Board of India (Listing Regulations and Disclosure

Requirements) Regulations, 2015 ( with effect from December 1, 2015)

During the period under review the Company has complied with the provisions of the

Act, Rules, Regulations, Guidelines, Standards,etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors, Non-Executive Directors and Independent Directors except

appointment of Company Secretary pursuant to Section 203(1) of the Companies Act,

2013 and Regulation 6 of Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015. The changes in the composition of the

Board of Directors that took place during the period under review are carried out in

compliance with the provisions of the Act.

The Company has been advised to give adequate notice is given to all directors, for the

Board Meetings alongwith agenda/detailed notes on agenda at least seven days in

advance and adopt a system for seeking and obtaining further information and

clarifications on the agenda items before the meeting and for meaningful participation

at the meeting.

I further report that the Company is in the process of establishing adequate systems

and processes commensurate with the size of operations of the Company to monitor

and ensure compliance with applicable laws, rules, regulations and guidelines.

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I further report that during the audit period no specific events / actions took place

having a major bearing on the Company’s affairs in pursuance of the above referred

laws, rules, regulations, guidelines, standards excepting as follows:

Trading of the Company’s shares continues to be suspended on BSE Ltd. and NSE Ltd.

for non payment of fine imposed for delay in compliance of certain provisions of the

Listing Agreement, in May 2015. The shares held by the Promoters also continues to be

frozen due to the suspension of trading. The Company has made a representation to

both BSE Ltd. and NSE Ltd. that the delay in late submission was not intentional but

due to circumstances beyond the control of the Company and that the Company is

currently sick and is unable to pay the huge fine imposed and have therefore have

requested for waiver of the fine. The matter is yet to resolved.

Naveen K Shenoy

Practicing Company Secretary

ACS No: 10817

CP No: 16588

Place: Bangalore

Date: 14.08.2016

Encl: Annexure A

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Annexure A

To

The Members

Indus Fila Limited.

My report of even date is to be read along with this letter.

1) Maintenance of secretarial record is the responsibility of the management of the

Company. My responsibility is to express an opinion on these secretarial records

based on my audit.

2) I have followed the audit practices and process as are appropriate to obtain

reasonable assurance about the correctness of the contents of the secretarial records.

The verification was done on test basis to ensure that correct facts are reflected in

secretarial records. I believe that the process and practices, I followed provide a

reasonable basis for my opinion.

3) I have not verified the correctness and appropriateness of financial records and Books

of Accounts of the Company.

4) Wherever required, I have obtained the Management representation about the

compliance of laws, rules and regulations and happening of events, etc.

5) The compliance of the Corporate and other applicable laws, rules, regulations,

standards is the responsibility of management. My examination was limited to the

verification of procedure on test basis.

6) The Secretarial Audit report is neither an assurance as to the future viability of the

Company nor of the efficacy or effectiveness with which the management has

conducted the affairs of the Company.

Naveen K Shenoy

Practicing Company Secretary

ACS No: 10817

CP No: 16588

Place: Bangalore

Date: 14.08.2016

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CERTIFICATE ON THE COMPLIANCE WITH THE CONDITIONS OF CORPORATE

GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT/SEBI (LISTING

OBLIGATIONS AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2015

To,

The Members of Indus Fila Limited

I have examined the compliance of conditions of Corporate Governance by Indus Fila Limited

for the year ended March 31, 2016, as stipulated in Clause 49 of the Listing Agreement of the

said Company with the Stock Exchange / SEBI (Listing Obligations and Disclosure

Requirements), Regulations, 2015 (hereinafter referred to as LODR Regulations).

The compliance of conditions of Corporate Governance is the responsibility of the Management.

My examination was limited to procedures and implementation thereof, adopted by the

Company for ensuring the compliance with the conditions of Corporate Governance as

stipulated in the said Clause/ LODR Regulations. It is neither an audit nor an expression of

opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanations given to me,

I certify that the Company has complied with the conditions of Corporate Governance as

stipulated in Clause 49 of the Listing Agreement / LODR Regulations.

I 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.

Naveen K Shenoy

Company Secretary in Practice

ACS No. 10817

CP No.16588

Place: Bangalore

Date: 14.08.2016

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CERTIFICATE FROM CHIEF EXECUTIVE OFFICER

I, Nitin N Mandhana, Voice Chairman & Managing Director to the best of my knowledge and

belief, certify that:

(a) I have received the financial statements and the cash flow statement for the year ended 31st

March 2016, and that to the best of my knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any

material fact or contain statements that might be misleading.

(ii) These Statements together present a true and fair view of the Company’s affairs and

are incompliance with existing accounting standards, applicable laws and regulations.

(b) There are to the best of my knowledge and belief, no transactions entered into by the

Company during the year that are fraudulent, illegal or volatile of the Company’s code of

conduct.

(c) I accept the responsibility for establishing and maintaining internal controls for financial

reporting and that I have evaluated the effectiveness of internal control systems of the

Company pertaining to financial reporting and have disclosed to the Auditors and the Audit

committee, deficiencies in the design or operation of such internal controls, if any, of which I am

aware and the steps taken or propose to take to rectify these deficiencies.

(d) I have indicated to the auditors and the audit committee:

(i) Significant changes in internal control over financial reporting during the year;

(ii) Significant changes in accounting policies during the year and that the same have

been disclosed in the notes to financial statements; and

(iii) Instances of significant fraud of which I have become aware and the involvement

therein, if any. of the management or an employee having a significant role in the

Company’s internal control systems over financial reporting.

Nitin N Mandhana


Place : Bangalore

Date : August 14, 2016

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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF INDUSFILALIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of M/s Indus Fila Limited

(“the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of

Profit and Loss,the Cash Flow Statement for the year then ended, and a summary of the

significant accounting policies and other explanatory information.

Management’s Responsibility 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 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. This

responsibility also includes maintenance of adequate accounting records in accordance with

the provisions of the Act for safeguarding the assets of the Company 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

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.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on

our audit.

We have taken into account the provisions of the Act, the accounting and auditing

standards and matters which are required to be included in the audit report under the

provisions of the Act and the Rules made thereunder.

41 of 74

We conducted our audit in accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan

and perform the audit to obtain reasonable assurance about whether the financial

statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts

and the disclosures in the financial statements. The procedures selected depend on the

auditor’s judgment, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error. In making those risk assessments, the

auditor considers internal financial control relevant to the Company’s preparation of the

financial statements that give a true and fair view in order to design audit procedures that

are appropriate in the circumstances. An audit also includes evaluating the

appropriateness of the accounting policies used and the reasonableness of the accounting

estimates made by the Company’s Directors, as well as evaluating the overall presentation of

the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion on the standalone financial statements.

Opinion

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 Act

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 31st March,

2016, and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following notes

a) Note (1) of the Notes to financial statements. The Company’s operating results has been

materially affected due to various factors as at 31st March 2016, the Company’s

accumulated losses has fully eroded the net worth of the company. The appropriateness

of the going concern assumption is dependent on the company’s ability to establish

consistent profitable operations as well as raising adequate finance to meet its short

term and long term obligations. The management has taken various measures to continue

the operations for the foreseeable future and believes that the going concern assumption

42 of 74

is appropriate and no adjustments need to be made in the financial statements for the

year ended 31st March 2016 and our opinion is not qualified in respect of this matter.

b) Note 25(o) of the financial statement regarding impairment in accordance with the

requirement of Accounting Standard-28-Ïmpairment of Assets” in respect of all its units

that are not in operation and the consequential impact, if any, on the statement of profit

and loss for the year 2015-16 and our opinion is not qualified in respect of this matter.

c) Note 25(p) of the financial statements regarding Bank Reconciliation Statements due to

non-availability of bank statement or bank confirmation and the consequential impact, if

any, in the financial statements for the year 2015-16 is not quantifiable and our opinion is

not qualified in respect of this matter.

d) Note 25(q) of the financial statements regarding computation of interest on the term

loans and cash credit accounts based on the rates of terms of sanction due to non-

availability of loan statement or confirmation and consequential impact, if any, on the

statement of profit and loss and the financial statements for the year 2015-16 is not

quantifiable and our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order ,2016(‘the Order’), issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the

Annexure Aa statement on the matters specified in paragraph 3 and 4 of the said Order, to the

extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement

dealt with by this report are in agreement with the books of account.

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.

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e) On the basis of the written representations received from the directors as on 31st

March, 2016 taken on record by the Board of Directors, none of the directors

is disqualified as on 31st March, 2016 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 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:

i. The Company has disclosed the impact of pending litigations on its financial

position in the financial statements- Refer Note 25(d)to thestandalonefinancial

statements.

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

Companyexcept for Rs.24339/- which is pending to be transferred.

Place : Bangalore Date : 30/05/2016

For Suri & Co. Chartered Accountants

Firm Registration No. 004283S

Sd/-

G. Rangarajan Partner

Membership No.024107

44 of 74

Annexure A to the Auditors’ report

(Referred to in our report of even date)

The Annexure referred to in Independent Auditors’ Report to the members of the company on

the standalone financial statements for the year ended 31st March, 2016, we report that:

i) a) The Company is maintaining proper records showing full particulars,including

quantitative details and situation of fixed assets.

b) The company has regular programme for verification of fixed assets to cover all

assets at reasonable intervals, which in our opinion, is reasonable having regard to

the size of the company and nature of its assets. No material discrepancies were

noticed on such verification.

c) In our opinion and according to the information and explanations given to us, the

title deeds of immovable property are held in the name of company.

ii) According to the information and explanation provided to us, the company does not hold

any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the

company.

iii) The Company has not granted any loans, secured or unsecured, to companies, firms,

Limited Liability Partnerships or other parties covered in the register maintained under

section 189 of the Companies Act, 2013. Thus, paragraph 3(iii) (a) and (b) of the Order is

not applicable.

iv) In our opinion and according to the information and explanation given to us, the provision

of section 185 and 186 of the Companies Act,2013 in respect of loans and investments

have been complied with.

v) The Company has not accepted any deposits from the public within the meaning of

Sections 73 to 76 or any other relevant provisions of the Companies Act and the rules

framed thereunder.

vi) The Central Government has not prescribed the maintenance of cost records under sub-

section (1) of Section 148 of the Companies Act, 2013. Thus paragraph 3(vi) of the Order

is not applicable to the company.

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vii) a) The Company is not regular in depositing undisputed statutory dues including provident

fund, employees’ state insurance, income tax, sales-tax, wealth tax, service tax, duty

of customs, duty of excise, value added tax, cess and other statutory dues with the

appropriate authorities . There are no undisputed statutory dues payable in respect of

above which were outstanding as at 31st March 2016 for a period of more than six

months from the date they became payable except for the following.

Nature of Dues Amount outstanding Period of Outstanding

Dividend Distribution Tax Rs 16,46,404/- A.Y 2008-09

Provident Fund Contribution Rs. 7,19,169/- F.Y 2011-12



Employees State Insurance

Corporation Rs. 43,54,947/- F.Y 2012-13

Employees State Insurance

Corporation Rs. 1,03,47,317/- F.Y 2013-14

Tax Deducted at Source Rs.52,11,725/- A.Y 2011-12

Tax Deducted at Source Rs. 13,70,438/- A.Y 2012-13



Tax Deducted at Source Rs. 40,843/- A.Y 2015-16

Tax Deducted at Source Rs. 72,240/- A.Y 2016-17

Service Tax on reverse Charge Rs. 32,15,768/- Before FY 2014-15

Service Tax on reverse Charge Rs. 57,934/- FY 2015-16

Tax collected at source Rs. 11,290/- Before FY 2013-14

Profession Tax Rs. 8,74,200/- Before FY 2013-14

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b) According to the information and explanations furnished to us, the details of disputed

statutory dues are as under:

Name of the

Statute

Nature of

dues

Amount

disputed (Rs.)

Period to

which the

amount

relates

Forum where dispute is

pending

Income Tax Act, 1961

Income Tax Rs.1670 Lakhs FY 2009-10 Commissioner of Income

Tax (Appeals)


Income Tax Rs.503.5 Lakhs FY 2006-07 Commissioner of Income

Tax (Appeals)


Income Tax Rs.705.3 Lakhs FY 2007-08 Commissioner of Income

Tax (Appeals)


Income Tax Rs.1769.47

Lakhs

FY 2011-12 Commissioner of Income

Tax (Appeals)

Karnataka

Tax on Entry

of Goods Act

Entry Tax,

interest and

penalty

Rs.0.47 Lakhs FY 2009-10 Joint Commissioner of

Commercial Tax

Karnataka

Value Added

Tax Act 2003

KVAT,

interest and

penalty


Commercial Tax

CST Act 1956 CST, interest

and penalty


Commercial Tax

CST Act 1956 CST, interest

and penalty

Rs. 1.01 Lakhs FY 2006-07 Joint Commissioner of

Commercial Tax

Karnataka

Tax on Entry

of Goods Act

Entry Tax,

Interest and

penalty


Commercial Tax

Karnataka

Tax on Entry

of Goods Act

Entry Tax,

Interest and

penalty


Commercial Tax

47 of 74

viii) In our opinion and according to the information and explanations given to us, the

Company has defaulted in repayment of dues to banks. The details of default are given

below.The Company did not have any outstanding debentures during the year.

ix) The Company did not raise any moneyby way of Initial Public Offer or further public

offer (including debt instruments) or term loans during the year.

x) During the course of examination of the books and records and according to the

information and explanations given to us, no fraud on or by the company has been

noticed or reported during the year.

xi) According to the information and explanations given to us and based on our examination

of the records of the company, the Company has not paid managerial remuneration during

the year. Thus paragraph 3(xi) of the Order is not applicable to the company.

xii) The Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the order is not

applicable.

xiii) According to the information and explanations given to us and based on our examination

of the records of the company, transactions with the related parties are in compliance

with sections 177 and 188 of Companies Act, 2013 where applicable and the details of

such transactions have been disclosed in the Financial Statements as required by the

applicable accounting standards.

xiv) According to the information and explanations given to us and based on our examination

of the records of the company, the Company has not made any preferential allotment or

private placement of shares or fully or partly convertible debentures during the year

under review.

Particulars Amount of default as

at the balance sheet

date

Period of default

(i) Name of the Lenders

In case of Banks

Rs.415.80 crores

(including interest)

From FY 2010-11

48 of 74

xv) According to the information and explanations given to us and based on our examination

of the records of the company, the Company has not entered into any non-cash

transactions with directors or persons connected with them. Accordingly, paragraph 3(xv)

of the order is not applicable.

xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of

India Act, 1934.


For Suri & Co.

Chartered Accountants Firm Registration No. 004283S

Sd/-

(G.Rangarajan)

Partner Membership No.024107

49 of 74

Annexure B to the Auditors’ report

(Referred to in our report of even date)

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 Indus Fila Limited

(“the Company”) as of March 31, 2016 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 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 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 with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether adequate internal financial controls over financial

50 of 74

reporting were 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 judgment, 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.

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 authorizations of management and directors of the company; and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of the company's assets that could have a material effect on the financial

statements.

51 of 74

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 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, 2016, 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.


For Suri & Co.

Chartered Accountants Firm Registration No. 004283S

Sd/-

(G. Rangarajan)

Partner Membership No.024107

52 of 74

(in Rs.)

Particulars Note NoAs at 31st March

2016As at 31st March 2015

I. EQUITY AND LIABILITIES

(1) Shareholders' funds

(a) Share capital 2 20 35 62 170 20 35 62 170

(b) Reserves and surplus 3 (477 61 09 890) (347 69 00 542)

(2) Non-current liabilities

(a) Long term borrowings 4 31 16 14 824 47 38 43 676

(b) Deferred tax liabilities (net) 5 14 51 22 793 16 44 00 024

(3) Current liabilities

(a) Short- term borrowings 6 210 44 19 701 210 08 17 242

(b) Trade payables 7

(A) total outstanding dues of Micro enterprises and

small enterprises and NIL NIL

(B) total outstanding dues of creditors other than

Micro enterprises and small enterprises 34 31 94 459 34 65 31 985

(c) Other current liabilities 8 264 85 34 749 197 46 63 412

(d) Short-term provisions 9 7 32 64 079 7 32 64 079

Total 105 36 02 885 186 01 82 046

II. ASSETS

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 10 89 33 18 070 101 51 31 988

(ii) Capital work-in-progress 6 62 01 040 6 62 01 040

(b) Non-current investments 11 10 200 10 200

(c) Long term loans and advances 12 4 27 66 710 4 30 49 343

(2) Current assets

(a) Inventories 13 NIL NIL

(b) Trade receivables 14 1 23 23 197 63 26 90 273

(c) Cash and cash equivalents 15 17 78 643 84 62 038

(d) Short-term loans and advances 16 3 35 09 320 4 21 87 313

(e) Other current assets 17 36 95 702 5 24 49 851

Total 105 36 02 885 186 01 82 046

See accompanying notes to financial statements

Vide our report of even date attached Sd/-

For SURI & CO.,

Chartered Accountants

Firm Regn. No:004283S

Sd/-

G Rangarajan Sd/-

Partner

M.No.024107

Place: Bangalore

Date: 30th May 2016

Balance Sheet as at 31st March 2016

Indusfila Limited

(Nitin N Mandhana)


Rajkumar Aggarwal

Director

for and on behalf of the Board of Directors

53 of 74

(in Rs.)

ParticularsNote

No

For the year ended

31st March 2016

For the period ended

31st March 2015

REVENUE

I. Revenue from operations

Sales of products (refer note no. 26(k)) NIL (63 95 09 819)

Sales of services NIL 1 30 07 950

Other operating revenue ( refer note no.26(l)) 10 70 858 6 21 904

10 70 858 (62 58 79 965)

II. Other income 18 4 37 126 25 13 62 581

III. Total revenue (I+II) 15 07 984 (37 45 17 384)

EXPENSES

Cost of materials consumed 19 NIL 15 836

Other manufacturing expenses 20 17 17 095 30 25 860

Changes in inventories of finished goods and work in

progress21

NIL 57 73 122

Employee benefits expense 22 NIL 69 17 813

Finance costs 23 56 54 83 780 48 74 25 059

Depreciation expense 11 12 14 40 092 13 49 48 723

Other expense 24 63 13 53 596 12 04 30 030

IV. Total expenses 131 99 94 563 75 85 36 442

V.

Profit/(Loss) before exceptional & extraordinary items

& tax (III-IV) (131 84 86 579) (113 30 53 826)

VI. Exceptional items NIL NIL

VII.

Profit/(Loss) before extraordinary items & tax (PBT) (V-

VI) (131 84 86 579) (113 30 53 826)

VIII.Extraordinary items NIL NIL

IX. Profit/(Loss) before tax (PBT) (VII-VIII) (131 84 86 579) (113 30 53 826)

X. Tax expense of continuing operations:

Current tax NIL NIL

Earlier year taxes NIL NIL

Earlier year taxes- fringe benefit NIL NIL

Deferred tax (1 92 77 231) ( 40 07 982)

(1 92 77 231) ( 40 07 982)

XI.

Profit/(loss) for the year from continuing operations (IX-

X) (129 92 09 348) (112 90 45 844)

XII. Profit/(loss) for the year [Profit After Tax (PAT)] (129 92 09 348) (112 90 45 844)

XIII.Earnings per equity share

Basic & diluted -62.63 -54.43

Weighted average no. of shares used in

computing earnings per share 2 07 44 717 2 07 44 717

See accompanying notes to financial statements

Vide our report of even date attached Sd/-

For SURI & CO.,



Sd/-

Sd/-

G Rangarajan

Partner

M.No.024107

Place: Bangalore

Date: 30th May 2016

Indusfila Limited

Statement of Profit and Loss for the year ended 31st March 2016

Nitin N Mandhana

Rajkumar Aggarwal


Director

for and behalf of Board of Directors

54 of 74

(in Rs.)

ParticularsAs at 31st March

2016

As at 31st March

2015

Authorised Share Capital

4,00,00,000 Equity Shares of Rs.10/- each 40 00 00 000 40 00 00 000

(Previous year 4,00,00,000 equity shares of Rs.10/- each)

Issued & Subscribed Share Capital

2,07,44,717 equity shares of Rs.10/- each 20 74 47 170 20 74 47 170


Paid-up Share Capital

2,07,44,717 equity shares of Rs.10/- each 20 74 47 170 20 74 47 170


less: Amount recoverable from ESOP Trust ( 38 85 000) ( 38 85 000)

Total 20 35 62 170 20 35 62 170

(B) Reconciliation of number of equity shares outstanding at the beginning and at the end of the year

Particulars

For the year

ended 31st

March 2016

For the period

ended 31st

March 2015

Number of shares outstanding at the beginning of the

year 2 07 44 717 2 07 44 717

Add:

Number of shares allotted during the year NIL NIL

Number of shares outstanding at the end of the year 2 07 44 717 2 07 44 717

(C) Shares in the company held by each shareholder holding more than 5% shares

Sl.no Name of the shareholder

Number of

shares held in

the company

Percentage of

shares held

Number of shares

held in the company

Percentage

of shares

held

1 M/s Kamal Kishore Finvest Private Limited 32 13 657 15.49% 32 13 657 15.49%

2 M/s Anand Rathi Global Merchants 28 00 000 13.50% 28 00 000 13.50%

3 M/s Forever Merchants Pvt Ltd 20 78 668 10.02% 20 78 668 10.02%

4 M/s Religare Finvest Ltd 16 86 889 8.13% 16 86 889 8.13%

Total 97 79 214 47.14% 97 79 214 47.14%

As at 31st March 2016

2. (A) Authorised, Issued, Subscribed, Paid-up share capital and par value per

share

As at 31st March 2015

INDUS FILA LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2016

55 of 74

3. RESERVES AND SURPLUS (in Rs.)


2016

As at 31st March

2015

(A) Securities Premium Reserve

Opening Balance 89 95 29 810 89 95 29 810

Add: Transfer during the period NIL NIL

Closing Balance 89 95 29 810 89 95 29 810

(B) Amalgamation Reserve

Opening Balance 48 75 590 48 75 590

Add: Transfer during the period NIL NIL

Closing Balance 48 75 590 48 75 590

(C) Statement of Profit and Loss

Opening Balance (438 13 05 942) (325 22 60 098)

Add: Transfer during the period (129 92 09 348) (112 90 45 844)

Closing Balance (568 05 15 290) (438 13 05 942)

Less: Appropriations

-- Proposed Dividend NIL NIL

-- Dividend Distribution Tax NIL NIL

-- Transfer to General Reserve NIL NIL

(568 05 15 290) (438 13 05 942)

Total (477 61 09 890) (347 69 00 542)

INDUS FILA LIMITED


56 of 74

4. LONG TERM BORROWINGS (in Rs.)


2016

As at 31st March

2015

(A) TERM LOANS FROM BANKS

Secured

- Term Loans From Banks 30 64 37 877 46 84 57 703

(B) LOANS AND ADVANCES FROM RELATED PARTIES

Unsecured

From Directors and Associates 51 76 947 53 85 974

Total 31 16 14 824 47 38 43 676

5. DEFERRED TAX LIABILITIES (NET)

Particulars

As at 31st March

2016

As at 31st March

2015

Deferred Tax liabilities 14 51 22 793 16 44 00 024

Deferred Tax Assets NIL NIL

Deferred Tax Liabilities (Net) 14 51 22 793 16 44 00 024

Movement of deferred tax

Particulars

As at 31st March

2016

As at 31st March

2015

Deferred Tax Liability on account of:

Depreciation & Others 14 51 22 793 16 44 00 024

Total 14 51 22 793 16 44 00 024

Deferred Tax Assets:

Unabsorbed Business Loss/ Depreciation - Refer note 25(i) NIL NIL

Other tax disallowances NIL NIL

Total NIL NIL

Deferred Tax Liability/ (Asset) (Net) 14 51 22 793 16 44 00 024

INDUS FILA LIMITED


Nature of Security

The above Term loan from Banks are secured by

a) First pari-passu charge on all the fixed assets, present and future of the company.

b) Pari-passu second charge on all the current assets, present and future of the company.

Terms of Repayment of above Term loan from banks

a) Out of the total term loans, Rs.4.52 crores (as on 31.03.2015 Rs.7.24 crores) is repayable in 28 Quarterly

installments commencing from June 2012. Last installment due in March 2019. Rate of interest @ 11.75% p.a. as

period ended(previous year 11.75% p.a.)

c)Out of the total term loans, Rs.8.18 crores (as on 31.03.2015 Rs.12.36 crores) is repayable in 32 Quarterly


period ended (previous year 11.75% p.a.)

b)Out of the total term loans, Rs.15.95 crores (as on 31.03.2015 Rs.24.15 crores) is repayable in 36 Quarterly


period ended (previous year 11.75 % p.a.)

d)Out of the total term loans, Rs.1.99 crores (as on31.03.2015 Rs.3.10 crores) is repayable in 40 Quarterly


period ended (previous year 11.75 % p.a.)

e) Continuing default- Rs.157,60,69,262/- from the year 2010-11 ( as on31st March 2015 Rs.119,21,01,622/-).

57 of 74

INDUS FILA LIMITED


6. SHORT-TERM BORROWINGS


2016

As at 31st March

2015

(A) LOANS REPAYABLE ON DEMAND

Secured

-- From Banks

Working Capital Loans repayable on demand (secured against hypothecation

of all current assets present and future) 195 65 61 206 195 66 64 528

(B) LOANS AND ADVANCES FROM RELATED PARTIES

Unsecured

--From Directors & Relatives of Directors 7 40 78 303 7 03 68 022

--From Shareholders 1 80 00 000 1 80 00 000

(C) OTHERS

Unsecured

Inter Corporate Deposit & Others 5 57 80 192 5 57 84 692

Total 210 44 19 701 210 08 17 242

7.TRADE PAYABLES


2016

As at 31st March

2015

Trade Payables -

(A) total outstanding dues of Micro enterprises and small enterprises

(Refer note 25(f)) and NIL NIL

(B) total outstanding dues of creditors other than Micro enterprises and

small enterprises

-- Raw Materials 5 81 74 597 5 85 57 939

-- Consumables 5 04 82 945 5 02 29 267

-- Expenses & Others 16 86 04 033 17 17 70 426

-- Capital goods 4 63 34 884 4 63 76 353

-- Advance for sale of capital goods 1 95 98 000 1 95 98 000

Total 34 31 94 459 34 65 31 985

8. OTHER CURRENT LIABILITIES


2016

As at 31st March

2015

Current maturities of long term debt 87 88 43 312 71 68 23 486

Interest accrued and due on borrowings 148 46 03 315 97 63 88 465

(Continuing default- Rs.258,19,18,745/- from the year 2010-11)

Advance from customers 3 63 38 796 3 91 52 576

Unpaid/unclaimed dividends * 24 339 24 339

Other Liabilities

--PF,ESI & Professional Tax 2 40 84 616 2 44 68 056

--TDS 1 11 65 555 1 13 59 689

--Service Tax 32 91 030 32 15 768

Credit balance in bank accounts 21 01 83 786 20 32 31 034

Total 264 85 34 749 197 46 63 412

* Represent amount pending to be transferred to Investors education and

protection fund (Previous year-NIL)

58 of 74

INDUS FILA LIMITED


9. SHORT-TERM PROVISIONS


2016

As at 31st March

2015

Provision For Bonus 71 84 654 71 84 654

Provision for dividends (including dividend distribution tax) 16 46 404 16 46 404

Provision for Income Tax 6 44 33 020 6 44 33 020

Total 7 32 64 079 7 32 64 079

11. NON-CURRENT INVESTMENTS


2016

As at 31st March

2015

(A) Trade Investments

Unquoted

Investments in Equity Instruments 9 89 20 410 9 89 20 410

(1,97,999 shares of Face Value of Rs.100/- each, fully paid up at cost)

Less: Provision for dimunition in value of Investment 9 89 20 410 9 89 20 410

(B) Non-trade Investments

Unquoted

Investment in Government or trust securities 10 200 10 200

Total 10 200 10 200

12. LONG-TERM LOANS AND ADVANCES


2016

As at 31st March

2015

(A) Security Deposits

Unsecured, Considered good 3 61 08 961 3 63 91 587

(B) Advances Due From Directors

Unsecured, Considered good 32 49 000 32 49 000

(C) Capital Advances

Unsecured, Considered good 34 08 749 34 08 756

Total 4 27 66 710 4 30 49 343

13. INVENTORIES ( as certified by the management)


2016

As at 31st March

2015

(a) Finished Goods

(i) in stock NIL NIL

Total NIL NIL

14. TRADE RECEIVABLES


2016

As at 31st March

2015

(A) Trade receivables outstanding for more than six months from the date

they become due for payment:

(i) Unsecured, Considered good 1 23 23 197 63 26 90 273

(ii) Doubtful 3 14 47 312 69 79 157

Less: Allowance for bad and doubtful debts 3 14 47 312 69 79 157

Total (A) 1 23 23 197 63 26 90 273

(B) Trade receivables - Others

(i) Unsecured, Considered good NIL NIL

Total (B) NIL NIL

Total (A+B) 1 23 23 197 63 26 90 273

59 of 74

INDUS FILA LIMITED


15. CASH AND CASH EQUIVALENTS


2016

As at 31st March

2015

(A) Cash and cash equivalents

(i) Earmarked Bank Balances

Unpaid dividend bank account 24 339 24 339

(ii) Bank balances

In Current account 9 79 148 10 68 476

(iii) Cash on hand 7 75 156 43 14 496

Total(A) 17 78 643 54 07 312

(B) Other Bank Balances

(i) Bank Balances held as margin money or as security against Letter of Credit

-- Maturity period less than 12 months NIL 27 23 888

-- Maturity period more than 12 months NIL 3 30 839

Total(B) NIL 30 54 727

TOTAL (A)+(B) 17 78 643 84 62 038

16. SHORT-TERM LOANS AND ADVANCES


2016

As at 31st March

2015

(A) Loans and Advances to related parties NIL NIL

(B) Others

Unsecured Considered Good

Advances given to employees 19 44 796 19 44 796

Advances given to suppliers 75 59 681 80 84 903

Less: Provision for bad and doubtful advances 80 95 054 NIL

14 09 423 1 00 29 699

Balances with revenue authorities 2 60 99 897 2 61 57 614

MAT credit entitlement 60 00 000 60 00 000

Total 3 35 09 320 4 21 87 313

17. OTHER CURRENT ASSETS


2016

As at 31st March

2015

Other Current Assets

-- TUF Interest receivable 4 72 63 544 4 72 63 544

Less : Provision for TUF interest receivable 4 72 63 544 NIL

NIL 4 72 63 544

-- Duty drawback receivable 29 20 106 29 28 008

-- Duty entitlement exemption certificate receivable 6 38 596 21 12 911

-- Insurance claim receivable 1 37 000 1 37 000

-- Interest receivable NIL 8 388

Total 36 95 702 5 24 49 851

60 of 74

10. FIXED ASSETS - TANGIBLE

Reconciliation of the gross carrying amounts and net carrying amounts at the beginning and at the end of the year

As on 31st March

2015

Additional

adjustment

during the year

Deductions

during the year

As on 31st March

2016

As on 31st March

2015

Additional

adjustment

during the year

Deductions

during the year

As on 31st March

2016

As on 31st March

2015

As on 31st March

2016

1. Land

- Owned 4 02 63 930 3 50 000 NIL 4 06 13 930 NIL NIL NIL NIL 4 02 63 930 4 06 13 930

2. Buildings

- Owned 36 35 32 261 NIL NIL 36 35 32 261 16 75 89 759 1 02 73 352 NIL 17 78 63 111 19 59 42 502 18 56 69 150

3. Plant & Equipment

- Owned 142 21 80 811 NIL 13 20 417 142 08 60 394 65 22 76 980 10 37 85 487 5 67 315 75 54 95 152 76 99 03 831 66 53 65 242

4. Furniture & Fixtures

- Owned 2 81 28 608 NIL NIL 2 81 28 608 2 09 48 995 68 14 309 NIL 2 77 63 304 71 79 613 3 65 304

5. Vehicles

- Owned 83 56 067 NIL NIL 83 56 067 75 14 633 4 65 591 79 80 224 8 41 434 3 75 843

6. Office equipments

- Owned 83 68 427 NIL NIL 83 68 427 73 99 756 80 758 NIL 74 80 514 9 68 671 8 87 913

7. Canteen equipments

- Owned 1 43 640 NIL NIL 1 43 640 1 11 634 11 666 NIL 1 23 300 32 006 20 340

8. Computer System

- Owned 1 44 57 993 29 276 NIL 1 44 87 269 1 44 57 992 8 929 NIL 1 44 66 921 1 20 348

Total 188 54 31 737 3 79 276 13 20 417 188 44 90 596 87 02 99 749 12 14 40 092 5 67 315 99 11 72 526 101 51 31 988 89 33 18 070

Previous Year (188 54 31 737) (188 54 31 737) (73 53 51 025) (13 49 48 723) (87 02 99 749) (115 00 80 712) (101 51 31 988)

INDUS FILA LIMITED


Description

Gross Carrying Amount Accumulated Depreciation Net Carrying Amount

61 of 74

18. OTHER INCOME

ParticularsFor the year ended

31st March 2016


31st March 2015

Interest from fixed deposit 15 376 2 62 519

Interest from others 2 84 098 73 972

Provision no longer required written back NIL 22 29 64 870

Claims and damages 1 37 652 2 75 24 542

Exchange gain on foreign currency transactions NIL 5 36 678

Total 4 37 126 25 13 62 581

19. COST OF MATERIAL CONSUMED


31st March 2016


31st March 2015

Opening Stock NIL NIL

Add : Purchases (net) NIL NIL

Add : Freight & Carriage Inward NIL 15 836

Less: Closing Stock NIL NIL

Raw material consumed based on derived basis NIL 15 836

Total NIL 15 836

Consumption of Raw materials


31st March 2016


31st March 2015

Cotton Yarn Consumption

Others incl. Fabric, Trims, Dyes, Chemicals NIL 15 836

Total NIL 15 836

2015-16 2014-15

Value of imports calculated on C I F basis NIL NIL

20. OTHER MANUFACTURING EXPENSES


31st March 2016


31st March 2015

Stores, spares, chemicals and packing materials consumed based

on derived basis NIL 4 263

Repairs - factory buildings 49 664 85 631

Power and fuel consumed 16 67 431 29 35 966

Total 17 17 095 30 25 860

21. CHANGES IN INVENTORIES


31st March 2016


31st March 2015

Increase/(Decrease) in Stock

Finished Goods

Closing stock NIL NIL

Opening stock NIL 57 73 122

NIL 57 73 122

Work-in-Progress

Closing stock NIL NIL

Opening stock NIL NIL

NIL NIL

Total NIL 57 73 122

Indusfila Limited


62 of 74

Indusfila Limited


22. EMPLOYEE BENEFIT EXPENSES


31st March 2016


31st March 2015

Salaries and wages, bonus, gratuity and allowances NIL 66 12 346

Contribution to PF & other funds NIL NIL

Staff welfare expenses NIL 3 05 467

Total NIL 69 17 813

23. FINANCE COSTS


31st March 2016


31st March 2015

Interest Expense

Interest on term loans 22 19 47 813 22 81 29 982

Interest on other loans 29 62 24 218 25 92 40 114

Bank charges 48 205 54 963

Provision for TUF Interest receivable 4 72 63 544 NIL

Total 56 54 83 780 48 74 25 059

24. OTHER EXPENSES


31st March 2016


31st March 2015

Rent NIL 1 90 000

Insurance NIL 9 96 132

Rates and Taxes other than taxes on income 6 76 038 2 82 427

Security Charges 24 28 693 58 87 286

Payment to statutory auditors

- As Auditors 50 000 40 000

- For Tax Audit 10 000 20 000

- For Service tax 9 000 7 416

Legal, Professional and consultancy charges 19 35 301 54 73 185

Advertisement, Publicity and Sale Promotion 47 742 18 296

Repairs and Maintenance

- Vehicle NIL 1 74 896

- Others 1 34 785 3 73 662

Communication Costs 21 339 1 89 295

Printing and Stationery 30 884 21 853

Travelling and conveyance 1 25 243 57 21 803

Freight and Forwarding 8 113 1 90 408

Bad Debts Written Off 58 97 90 553 NIL

Provision for Bad & doubtful debts 2 44 68 155 NIL

Provision for dimunition in value of Investment NIL 9 89 20 410

Provision for doubtful advances 80 95 054 NIL

Sundry Advances Written Off 15 32 084 7 38 870

Exchange Loss on Foreign Currency Transactions 15 26 817 NIL

Miscellaneous expenses 2 10 693 11 84 089

Loss on sale of asset 2 53 102 NIL

Total 63 13 53 596 12 04 30 030

25. Other notes

Particulars Rs. Rs.

Earnings 31.03.2016 31.03.2015

Exports - FOB Value NIL 1 27 71 151

Expenditure

Import of Raw Materials NIL 37 762

NIL 37 762

a) Earnings & Expenditure in Foreign currency during the year:

63 of 74

Indusfila Limited


Rs. In Lakhs

Particulars 2015-16 2014-15

Contigent liabilities 3952 3782

Capital commitments 1926 1926

e) Earnings Per Share

Particulars 2016 2015

Profit After Tax (129 92 09 348) (112 90 45 844)

Number of shares (Weight Average) 2 07 44 717 2 07 44 717

Basic Earnings per share: Basic & Diluted -62.63 -54.43

i) Taxation

j) Bank Balances

b) Operating Lease: The company do not have obligations on long term non-cancellable operating lease

c) Disclosure pursuant to Accounting Standard - 15 (revised) - Employee Benefit :

Deferred Tax Asset on the unabsorbed business/depreciation loss is not recognised since no virtual certainity can be established

evidencing that sufficient future taxable income will be available against which deferred tax asset can be realised.

f) The Company is not in the possession of details required for the purpose of classification of creditors as per Micro, Small and

Medium Enterprises Development Act, 2006. Hence the company is unable to furnish the information required under the said

Act.

There are no employees employed with the company and hence the company do not have any employee retirement benefits

k) Turnover of the company is net of sales returns and trade discounts.The negative income in the statement of profit and loss

in the previous year is due to sales returns on the cancellation of sales. The goods have been repossesed to the extent of

cancelled sales and the stock are valued at cost or realisable value whichever is lower

l) Other Operating revenue represents the export incentives receivable from the government authorities

m) During the 2013-14, the company has made on application with the Board for Industrial and Financial Reconstruction (BIFR)

under section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 on 30th July 2013. Subsequently the application

has been registered in the board vide Case No.61/2013.

d) The contingent liabilities and the capital commitments for which no provision has been made are as under:

g) The confirmation in respect trade payables, advance to suppliers, employees and other trade receivable have not been

obtained and the balances are subject to reconciliation

h) The company operates in one segment, viz., Textiles.

Consequent to listing of the company in stock exchange the company has communicated to the bankers for making necessary

change in the name of the company in their records however some of the bankers have not given effect to the change and

continuing in the erstwhile name

n)The net worth of the wholly owned subsidiary M/s. Indus Garments Pvt. Ltd is fully eroded, and there is a permanent decline

in the value of investment and accordingly the entire value of investments is provided in the previous year.

o)The manufacturing unit at Nanjangud, Nelamangala and Peenya having gross block of fixed assets Rs.185,20,32,868/-is not in

operation for the past two years. The units do not have any long term contracts for manufacture and supply of

textiles/garments. The management is regulary maintaining those assets eventhough the plant is not in operation for more than

two years. The management believes that the realisable value of those assets are not less than the carrying amount of the

assets and no provision for impairment is considered necessary.

64 of 74

Indusfila Limited


i. Corporation Bank - CC A/C 01/050004

ii. Corporation Bank EEFC A/C (USD)

iii. Karnataka Bank A/c No: 1182000100020201

iv. Karnataka Bank A/C NO.1182000100018501

v. State Bank of India -Andheri A/C NO 11147766330

vi. State Bank of India CC 016000/53002

i. Corporation Bank TL No: 40006

ii. UTI BANK FITL A/C No: 909060033270773

iii. Canara bank 2636773000019

iv. Karnataka Bank TLNo: 1187001600032901

v. Karnataka Bank TL/NO.1187001600030201

vi. Karnataka Bank TL-1187001600025501

vii. Karnataka Bank TLA/c 1187001600033001

viii. UTI Bank Term Loan: 009010600134248

ix. Axis Bank Critical Capex TL NO: 910060032360219

x. Canara bank TL A/c no: 2636773000013

xi. Bills Discounting - Karnataka Bank

xii. Bills Discounting - Axis Bank Ltd

xiii. Corporation Bank - PRTBL

xiv. Corporation Bank CC A/C 40001

xv. Axis Bank -PC LOAN A/C

xvi. Standard Chartered Bank -H06234093655

xvii . Canara FITL 2636747000002

xviii. ABN AMRO

r) Related party disclosure as per AS 18 - refer annexure

Vide our report of even date attached for and behalf of Board of Directors

for Suri & Co Sd/-


Firm Regn no: 004283S

Sd/-

(G. Rangarajan)

Partner Sd/-

Memb. No: 024107

Place: Bangalore

Date: 30th May 2016

Rajkumar Aggarwal

Director

Nitin N Mandhana

p)The Company has not prepared the Bank Reconciliation Statements for the following bank accounts due to non-receipt of bank

statement/bank confirmation from the banks as the term loan/ cash credit accounts in the respective banks are classified as

non performing asset. The difference, if any, on account of interest and other charges is not quantifiable till the receipt of

statements from the banks.


q)The Company has accounted the interest on the following term loans/ Cash credit accounts at the rates as per the

terms of sanction for the following loan accounts due to non-receipt of loan statement/confirmation from the banks

as the banks have classified the account as non performing asset. The difference in the interest and other charges ,if

any, is not quantifiable till the receipt of statements from the banks.

s) Previous year figures have been regrouped / reclassified wherever necessary to confirm to current year's presentation

65 of 74

Amount Amount

2015-16 2014-15

Net Profit as per Profit & Loss Account (1 31 84 86 579) (1 13 30 53 826)

Adjustments made :

Provision for Gratuity - 47 115

Depreciation 12 14 40 092 13 49 48 723

Loss/(Profit) on Sale of Fixed Assets 253,102 -

Interest Received ( 15 376) ( 2 62 519)

Claims & Damages ( 1 37 652) ( 2 75 24 542)

Provision written back - ( 22 29 64 870)

Dimunition in value of investment - 9 89 20 410

Provision for Bad and doubtful debts 2 44 68 155 -

Bad debts written off 58 97 90 553

Provision for doubtful advances 80 95 054

Provision for TUF interest receivable 4 72 63 544

Sundry advances written off 15 32 084

Finance Cost 51 82 20 236 48 74 25 059

Operating Profit before Working Capital Changes - 75 76 787 -66 24 64 450

(Increase)/Decrease in Stock - 57 73 122

(Increase)/Decrease in Sundry Debtors 61 08 368 66 73 52 350

(Increase)/ Decrease in Loans & Advances/Other current Assets 9 61 745 11 30 25 520

Increase/(Decrease) in Sundry Creditors 67 05 33 811 40 87 89 212

67 76 03 924 119 49 40 204

Cash generated from Operations 67 00 27 137 53 24 75 753

Income Taxes Paid - -

Cash Flow before Extraordinary item 67 00 27 134 53 24 75 753

Net Cash from Operating Activities : 67 00 27 134 53 24 75 753

Cash Flows from Investing Activities

Purchase of Fixed Assets ( 3 79 276) -

Proceeds on Disposal of Fixed Assets 5 00 000

Interest Received 15 376 2 62 519

Net Cash from Investing Activities : 136,100 2 62 519

Cash Flows from Financing Activities

Payment of long term borrowings * ( 15 86 26 393) ( 4 68 43 886)

Interest Paid ( 51 82 20 236) ( 48 74 25 059)

Net Cash from Financing Activities : ( 67 68 46 629) ( 53 42 68 945)

( 66 83 395) ( 15 30 673)

Cash and Cash equivalents at beginning of year 84 62 038 99 92 710

Cash and Cash equivalents at end of year 17 78 643 84 62 038

Sd/-

Vide our report of even date attached

For SURI & CO.,



Sd/-

Sd/-

(G. Rangarajan)

Partner

Memb. No: 024107

Place: Bangalore

Date: 30th May 2016

CASH FLOW STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2016

INDUS FILA LIMITED

(Nitin N Mandhana)


Rajkumar Aggarwal

Director

for and behalf of Board of Directors

Particulars

66 of 74

INDUS FILA LIMITED

Notes to Accounts

(Annexed to and forming part of Balance Sheet and Profit and Loss Account

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST

MARCH 2016

Note No.1

A. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared under the historical cost convention in accordance with the accounting principles generally accepted in India and comply with the mandatory Accounting Standards notified by the Central Government of India under The Companies (Accounting Standards) Rules, 2006 and with the provisions of the Companies Act, 2013. The Company’s operating results continue to be materially affected by various factors and the company has been continuously taking various measures to mitigate those factors to improve the operating results and cash flows towards continuing the operations for the foreseeable future. In addition, the company continues to explore various options to raise finance in order to meet its short term and long term obligations. The Company believes that operations will be improved considering the measures taken. Accordingly the financial statements have been prepared on going concern basis whereby the realization of assets and discharge of liabilities are expected to occur in the normal course of business.

1. USE OF ESTIMATES

The preparation of the financial statements is in conformity with GAAP requires Management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent assets and liabilities as at the date of the financial statements and reported amounts of income and expenses during the period. Examples of such estimates include provisions for doubtful debts, future obligations under employee retirement benefit plans, income taxes, post-sales customer support and the useful lives of fixed assets and intangible assets. Actual results could differ from those estimates. Any revision to accounting estimates is recognized prospectively.

2. FIXED ASSETS AND DEPRECIATION

a. Fixed Assets are stated at cost less accumulated depreciation. Cost comprises the purchase price and any attributable cost of bringing asset to its working condition for its intended use (including therein proportionate expenditure during construction period). Financing costs relating to acquisition of fixed assets are also included to the extent they relate to the period till such assets are ready to put to use.

b. Depreciation is provided on Straight Line basis as per Schedule II to the

Companies Act, 2013.

c. In respect of buildings on lease hold land, cost is amortized as depreciation over the period of lease.

67 of 74

INDUS FILA LIMITED

Notes to Accounts


3. INVENTORIES

Inventories are valued at lower of cost or net realizable value. Cost includes all cost of purchase, applicable duties and taxes, cost of conversion and other costs incurred in bringing the inventories to their present location and condition and in the case Finished Goods and Work-in-progress includes appropriate allocated/apportioned production overheads.

4. FOREIGN CURRENCY TRANSACTION

Monetary assets and liabilities are restated at the date of Balance Sheet. The resultant difference is charged / credited to Profit and Loss Account except in respect of liabilities related to fixed assets which is adjusted to the fixed assets. In respect of Foreign Currency Forward / Derivative contracts entered for hedge the outstanding contracts are evaluated with the foreseeable future transaction and in event of the material shortfall in the estimate of future transaction corresponding forward adjustment is made for the forward / derivative contracts, at the Balance Sheet date. However exchange Loss / Gain on the date of maturity of forward / derivative are adjusted in the profit and loss account of the period.

5. REVENUE RECOGNITION

a. Revenue in respect of sales is recognized on transfer of significant risks and rewards of ownership which is generally at the point of despatch of materials to customers.

b. Other revenues including drawback claims etc., are recognized with due

consideration for significant uncertainty if any in realization of such dues.

6. RETIREMENT BENEFITS

a. Defined Contribution Plan :-

In respect of provident fund benefits the company makes the stipulated contribution in respect of the employees to the regional provident fund authority under which the company's liability is limited to the extent of the contribution.

b. Defined Benefit Plan :-

The liability for defined benefit plan of the gratuity is determined on the basis of actuarial valuation at the end of the year using projected unit credit method. However, the liability has not been funded. Actuarial gain & loss which comprises experience adjustments & effect of change in actuarial assumption are recognized in the Profit & Loss Account.

7. INVESTMENTS

Long term investments are stated at cost (net of provisions), if any, for diminution in value which is not temporary. Current investments are stated at lower of cost or fair value determined with reference to its market value realisability in consonance with the nature of underlying asset.

68 of 74

INDUS FILA LIMITED

Notes to Accounts


8. BORROWING COSTS

Interest and other borrowing costs are charged to the profit and loss account except in cases where the borrowing is directly attributable to the acquisition, construction or production of an asset or group of assets, which take(s) substantial period of time to get ready for intended use. All other interest and other borrowing costs are recognised as expenses in the period in which they are incurred.

9. TAXES ON INCOME

Income taxes are accounted in accordance with Accounting Standard 22 on Accounting for Taxes on Income. Tax expense comprises of both current and deferred tax.

Current Tax

Current tax is determined as the amount of tax payable in respect of taxable income for the period using the applicable tax rates and tax laws.

Deferred Tax

Deferred Tax Assets and Liabilities are recognised, subject to consideration of prudence, on timing differences, being the difference between taxable income and accounting income, that originate in one period and are capable of reversal in one or more subsequent periods and are measured using the tax rates enacted or substantively enacted as at the Balance Sheet date. Deferred tax assets are recognized only if there is reasonable certainty that they will be realized and are reviewed for their appropriateness of their respective caring value at each balance sheet date.

10. IMPAIRMENT OF ASSET

The Company assesses the impairment of assets with reference to each Cash Generating Unit (CGU) at each Balance Sheet date if events or changes in circumstances, based on internal and external factors, indicate that the carrying value may not be recoverable in full. The loss on account of impairment, which is the difference between the carrying amount and recoverable amount, is accounted accordingly. Recoverable amount of a CGU is its net Selling price or value in use whichever is higher. The value in use is arrived at on the basis of estimated future cash flows discounted at company's pre-tax borrowing rates.

11. PROVISIONS & CONTINGENCIES:

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which reliable estimate can be made. Provisions are not discounted to present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet.

69 of 74

Indus Fila Limited (CIN: L17121KA1999PLC025320)

Regd.Office: Survey No. 285, 37th KM Stone, Kasaba Hobli,

Nelamangala, Bangalore Rural District – 562 123, Tel. No.: (91 080) 40951700

Website: www.indusfila.com; Email: [email protected]

Polling paper

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1©) of the Companies (Management and

Administration) Rules, 2014]

BALLOT PAPER

Sl.No Particulars Details

1 Name of the First Named Shareholder

(in block letters)

2 Postal address

3 Registered folio No./ *Client ID No.

(*Applicable to investors holding shares in

dematerialised form)

4 Class of Share Equity

I hereby exercise my vote in respect of the Ordinary/Special resolutions enumerated below by recording my

assent or dissent to the said Resolutions in the following manner:

Sl.No. Item No. of shares

held by me

I assent to the

resolution

I dissent from

the resolution

Ordinary Business

1 Adoption of Audited Financial Statements

for the year ended March 31, 2016.

2 Re-appointment of Mr. Nitin Mandhana as

a Director.

3 Ratification of appointment of M/s. Suri &

Co., Chartered Accountants, as Auditors

and fix their remuneration.

Place :

Date : __________________________

( Signature of the Shareholder)

70 of 74

Indus Fila Limited (CIN: L17121KA1999PLC025320)

Registered Office: Survey No. 285, 37th KM Stone, Kasaba Hobli,

Nelamangala, Bangalore Rural District – 562 123, Tel. No.: (91 80) 40951700

Website: www.indusfila.com; Email: [email protected]

ATTENDANCE SLIP

Please complete this attendance slip and hand it over at the entrance of the Meeting Hall.

I/We hereby record my/our presence at the Seventeenth Annual General Meeting held at Survey No. 285,

37th KM Stone, Tumkur Road, T. Begur village, kasaba hobli , Nelamangala, Bangalore-562123 on Friday,

September 30, 2016 at 09.00 A.M.

Name of the Member/Proxy/Authorised Representative*__________________________________

Signature of the Member/Proxy/Authorised Representative*____________________________________

* Strike out whichever is not applicable

Notes:

1. The Company will accept only Attendance Slip of a person personally attending the meeting as a

Member or valid proxy duly registered in time with the Company. The Company will not accept

Attendance Slip from any other person even if signed by the Member. Members are requested not to

be accompanied by non-Members or children.

2. Persons representing bodies corporate are required to submit with the Company original Resolution

of the Board of Directors or other governing body of such Member, authorising such person to act as

its representative under Section 113 of the Companies Act, 2013.

3. Shareholders/Proxy holder/Authorised Representative attending the meeting should bring his/ her

copy of the Notice for reference at the meeting.

4. To facilitate members, registration of attendance will commence at 8.30 a.m. on September 30, 2016

5. E-voting particulars are set out below:

EVSN

(Electronic Voting Sequence

Number)

PAN No. / SEQ. No. USER ID

160907108

Remote E-voting facility will be open during the following period:

Commencement of E-voting End of E-voting

Tuesday, September 27, 2016 at 9.00 a.m. Thursday, September 29, 2016 at 5.00 p.m.

Please refer to Notice for instructions on e-voting

71 of 74

PROXY FORM

INDUS FILA LIMITED

CIN: L17121KA1999PLC025320

Regd.Office: Survey No.285, 37th K M stone, Kasaba Hobli,

T Begur, Nelamangala, Bangalore Rural District-562123

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name of the member (s): Registered address : E-mail Id : Folio No. / Client Id

DP ID :

I/We, being the member (s) of …………shares of the Indus Fila Limited, hereby appoint:

1. Name :…………………….. ………………Address : ………………………………

E-mail Id : …………………………………… Signature : …………………., or failing him/her

2. Name :…………………….. ………………Address : ………………………………


3. Name :…………………….. ………………Address : ………………………………


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Seventh

Annual General Meeting of the Company, to be held on Friday , the 30th day of September, 2016

at 09.00 a.m. at Survey No.285, 37th K M stone, Kasaba Hobli, T Begur, Nelamangala, Bangalore-

562123, and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No. Description For Against

1 Adoption of Audited Financial Statements

for the year ended March 31, 2016.

2 Re-appointment of Mr. Nitin N Mandhana

as a Director.

3 Ratification of appointment of M/s. Suri &

Co., Chartered Accountants, as Auditors

and fix their remuneration.

Signed this ........ day of ............... 2016 Signature of shareholder………..

Affix 1 Rupee

Revenue

Stamp

--------------------------------------- ----------------------------------- --------------------------------------------------

Signature of first proxy holder Signature of second proxy holder Signature of third proxyholder

72 of 74

Note :

(1).This form of proxy in order to be effective should be duly completed and deposited at the

Registered Office of the Company, not less than 48 hours before the commencement of the

meeting.

(2). A proxy need not be a member of the Company.

(3). A person can act as a proxy on behalf of members not exceeding fifty and holding in the

aggregate not more than 10% of the total share capital of the Company carrying voting rights. A

member holding more than 10% of the total share capital of the Company carrying voting rights

may appoint a single person as proxy and such person shall not act as a proxy for any other person

or shareholder.

(4) This is only optional. Please put a ‘X’ in the appropriate column against the resolutions

indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the

resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

(5) Appointing a proxy does not prevent a member from attending the meeting in person if he/she

so wishes.

(6) In the case of joint holders, the signature of any one holder will be sufficient, but names of all

the joint holders should be stated.

73 of 74

Indus Fila Limited

Regd.Office: Regd.Office: Survey No.285, 37th K M stone, Kasaba Hobli,

T Begur, Nelamangala, Bangalore Rural District-562123

e-mail: [email protected], CIN: L17121KA1999PLC025320

Dear Shareholder(s)

As per the Companies Act, 2013 every Company is required to maintain its Register of Members in

new format fully updated. In view of this new requirement, we request you to provide the details

as sought below duly filled and signed to our Registrar and Share Transfer Agents:

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (W), Mumbai – 400078

Note: Shareholders holding shares in demat form are requested to update their details to their

Depository Participant where they have opened their Demat Account.

Dear Sir/Madam,

I/We wish to furnish the following details for updating in the Company’s Register of Members

pursuant to Section 88 of the Companies Act, 2013 and Rule 3(1) of the Companies (Management

& Administration) Rules, 2014.

Sl. No. Particulars Details

1 Folio Number

2 Name of the Shareholder(s)

3 Name of Joint Holders, if any

4 Address/Registered Address (in case of body corporate)

5 E-mail Id. (to which documents/notices can be served through

electronic mode)

6 CIN/Registration No. (in case of body corporate)

7 Unique Identification No.

8 Father’s/Mother’s/Spouse’s Name

9 Status

10 Occupation

11 PAN No.

12 Nationality

13 Whether you wish to receive Notices, Report and Accounts and

other documents through electronic mode

Place :

Date : (Signature of Shareholder/s)

74 of 74

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