Directors Report of Indo Euro Indchem Ltd.

Mar 31, 2024

The Board of Directors present the Company’s 34^th Annual Report and the Company’s audited
financial statements for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The summarised financial results of the Company for the financial year ended March 31,
2024, are presented below:

(Rs. In Lakhs)

Particulars
	2023-2024	2022-2023
Revenue from Operations	1082.06	1008.44
Other Income	81.76	48.63
Total Revenue	1163.82	1057.07
Profit/(Loss) before Interest & depreciation	25.52	38.47
Less: Interest	7.17	2.24
Less: Depreciation	6.11	6.53
Profit/(Loss) Before Tax and Exceptional Items	12.24	29.70
Add: Exceptional Items	-	-
Profit/(Loss) Before Tax	12.24	29.70
Add/Less: Current Tax	9.50	9.00
Add/Less: Deferred Tax	(0.96)	(0.99)
Profit/(Loss) After Tax	3.70	21.69
Other Comprehensive Income	37.51	(12.33)
Total Comprehensive Income	41.21	9.36

Note: The above figures are extracted from the standalone financial statements prepared
in compliance with Indian Accounting Standards (IND AS). The Financial Statements of
the Company complied with all aspects with Indian Accounting Standards (IND AS)
notified under section 133 of the Companies Act, 2013 (the Act) read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended from time to time and other
relevant provisions of the Act.

2. STATE OF COMPANY’S AFFAIRS, BUSINESS OVERVIEW AND FUTURE OUTLOOK

During the year under review, the Company has earned revenue from operation of an
amount of Rs.1082.06 lakh against Rs.1008.44 lakh of the previous year and also earned
other income of Rs.81.76 lakh against Rs.48.63 lakh of the previous year.

The Company has earned a net profit of Rs.3.70 lakhs against the profit of Rs. 21.69
lakhs of the previous year.

During the year, there were no changes in the nature of business of the Company, the
detailed discussion on Company’s overview and future outlook has been given in the
section on ‘Management Discussion and Analysis’ (MDA).

3. DIVIDEND

With a view to conserve resources for expansion of business, the Board of Director could
not recommend any dividend for the financial year under review.

As per Regulation 43A of the SEBI (Listing Obligation and Disclosures Requirements)
Regulations, 2015 (the Listing Regulations), the top 1000 listed Companies shall
formulate a Dividend Distribution Policy. The Company does not come under the
category of top 1000 listed Companies based on the market capitalization.

4. TRANSFER TO RESERVES

The Company has not transferred any amount of profit to the reserves during the financial
year under review. Further, the details of movement in Reserve and Surplus is given in
note no.12 of the Financial Statement.

5. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of
sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014, hence there are no details to disclose as required under Rule
8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014.

6. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, no Company has become or ceased to be a
Subsidiary/Joint Venture/ Associate Company of your Company.

7. SHARE CAPITAL

• During the year under review, there were no changes in Authorized and Paid
up Share Capital of the Company.

• The Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise, during the year under review.

• The Company has not issued any sweat equity shares to its directors or
employees, during the period under review.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board as on March 31,2024, comprised of 5 (Five) Directors out of which 3 (Three)
are Independent Directors, 2 (Two) are Executive Directors including one Managing
Director.

Mr. Vardhman Chhaganlal Shah (DIN 00334194), Managing Director, Mr. Akshit Lakhani
(DIN 00334241), Executive Director, Mr. Raj Bhushan Mishra, CFO and Ms. Varsha
Saurabh Bansal, Company Secretary are the Key Managerial Personnel as on 31^st March
2024 as per the provisions of the Companies Act, 2013 and rules made there under.

None of the Directors of the Company have been debarred or disqualified from being
appointed or continuing as Director of company by the Securities and Exchange Board
of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory
Authority.

a. Appointments and Resignations of Directors and Key Managerial Personnel

During the period under review, following changes have been occurred:

i. Mr. Akshit Balwantrai Lakhani (DIN:00334241), appointed as a Director liable to
retire by rotation at the 33^rd Annual General Meeting of the members of the
Company held on September 30, 2023.

ii. Mr. Vardhman Chhaganlal Shah (DIN 00334194), Managing Director and Mr.
Akshit Balwantrai Lakhani (DIN:00334241), Executive Director of the Company,
were re-appointed at the Annual General Meeting of the members of the Company
held on September 30, 2023 for the further period of five years w.e.f. September
01,2023 to August 31,2028.

Further after closure of the Financial year, following changes have been occurred:

• Mr. Bhavik Shah (DIN: 09605363) was appointed as an Additional Non-Executive &
Independent Director on the Board with effect from May 07, 2024 to hold office up to
the date of ensuing Annual General Meeting. Based upon the notice received from a
member under Section 160(1) of the Act proposing the candidature of Mr. Bhavik
Shah for the office of Independent Director, Nomination and Remuneration
Committee and the Board have recommended regularisation of his directorship by
the shareholders at the ensuing Annual General Meeting, for a period of 5 (five)
consecutive years commencing with effect from May 07, 2024 up to May 6, 2029 and
in the opinion of the Board, he possesses requisite expertise, integrity and experience
(including proficiency).

• Mr. Yash Manish Shah (DIN: 10727203), was appointed as an Additional Director of
the Company to hold office up to the date of ensuing Annual General Meeting of the
Company and has been designated as Non-executive and Non-Independent Director
of the Company with effect from May 07, 2024. Further, the Board recommends
regularisation of his appointment by the members at the ensuing Annual General
Meeting.

• Ms. Varsha Saurabh Bansal, Company Secretary resigned from the post of the
Company Secretary and Compliance officer of the Company with effect from the
closure of business hours of July 19, 2024.

• Ms. Priya Ashwini Gupta, Company Secretary appointed on the post of Company
Secretary and Compliance officer of the Company with effect from August 9, 2024.

• Further, Mr. Dipakkumar Pandya (DIN 03434486) and Mr. Paresh Valani (DIN
05235367), Independent Directors of the Company have completed their second
term of appointment as independent Director on 31.03.2024.

b. Director Liable to Retire by Rotation

In terms of Section 152 of the Companies Act, 2013, Mr. Akshit Balwantrai Lakhani
(DIN:00334241), Director being Director liable to retire by rotation shall retire at the
ensuing Annual General Meeting and being eligible for re-appointment, offers himself for
re-appointment. The information as required to be disclosed under Regulation 36 of the
Listing Regulations will be provided in the notice of ensuing Annual General Meeting.

c. Independent Directors

The Company has received declarations/ confirmations from each Independent Directors
under section 149(7) of the Companies Act, 2013 and regulation 25(8) of the Listing
Regulations confirming that they meet the criteria of independence as laid down in the
Companies Act, 2013 and the Listing Regulations.

The Company has also received requisite declarations from Independent Directors of the
Company as prescribed under rule 6(3) of Companies (Appointment and Qualification of
Directors) Rules, 2014.

All Independent Directors have affirmed compliance to the Code of Conduct for
Independent Directors as prescribed in Schedule |V to the Companies Act, 2013.

In the opinion of the Board, Independent Directors of the Company possess requisite
qualifications, experience and expertise and hold highest standards of integrity. Further,
3(Three) independent directors of the Company are in process of inclusion of their name
in Data Bank of Independent Directors and one independent director has registered his
names in the online databank of Independent Directors.

9. NUMBER OF MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES
THEREOF

The Board meets at regular intervals to discuss and decide on Company/business
policies and strategies apart from other Board businesses. The Board/Committee
Meetings are prescheduled, and a tentative annual calendar of the Board and Committee
Meetings is circulated to the Directors in advance to facilitate them to plan their schedule
and to ensure meaningful participation in the meetings.

The Board of Directors of your Company met 4 (Four) times during the year to carry the
various matters.

The maximum interval between any two consecutive Board Meetings did not exceed the
period prescribed under the Companies Act, 2013, the Listing Regulation and circular
issued by MCA in this regard.

The Composition of Audit Committee as on March 31, 2024 are as under:

1. Mr. Paresh Valani Chairman

2. Mr. Dipakkumar Pandya Member

3. Mr. Akshit Lakhani Member

Further, during the year, there are no such cases where the recommendation of any
Committee of Board, have not been accepted by the Board.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the
Directors hereby confirm and state that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2023,
the applicable accounting standards have been followed and that no material
departures have been made from the same;

(b) the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at the end of the financial year and
of the profit of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively;
and

(f) the Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

11. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (‘NRC’) works with the Board to
determine the appropriate characteristics, skills and experience for the Board as a whole
as well as for its individual members with the objective of having a Board with diverse
backgrounds and experience in business, government, education and public service.
Characteristics expected of all Directors include independence, integrity, high personal
and professional ethics, sound business judgement, ability to participate constructively
in deliberations and willingness to exercise authority in a collective manner. The
Company has in place a Policy on appointment & removal of Directors (‘Policy’).

The salient features of the Policy are:

• It acts as a guideline for matters relating to appointment and re-appointment of

Directors.

• It contains guidelines for determining qualifications, positive attributes for Directors and
independence of a director.

• It lays down the criteria for Board Membership

• It sets out the approach of the Company on board diversity

• It lays down the criteria for determining independence of a director, in case of
appointment of an Independent Director.

The Nomination and Remuneration Policy is posted on website of the Company and may
be viewed at http://www.indoeuroindchem.com.

12. PERFORMANCE EVALUATION OF THE BOARD

The Board evaluation framework has been designed in compliance with the requirements
under the Companies Act, 2013 and the Listing Regulations, and in accordance with the
Guidance Note on Board Evaluation issued by SEBI on January 05, 2017. The Board
evaluation was conducted through questionnaire designed with qualitative parameters
and feedback based on ratings.

The Nomination and Remuneration Committee of the Company has laid down the criteria
for performance evaluation of the Board, its committees and individual directors including
Independent Directors covering various aspects of the Board’s functioning such as
adequacy of the composition of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing
Regulations, based on the predetermined templates designed as a tool to facilitate
evaluation process, the Board has carried out the annual performance evaluation of its
own performance, the Individual Directors including Independent Directors and its
Committees on parameters such as level of engagement and contribution, independence
of judgment, safeguarding the interest of the Company and its minority shareholders etc.

13. CORPORATE SOCIAL RESPONSIBILITY(CSR)

Your company does not fall in the ambit of limit as specified in Section 135 of the
Companies Act, 2013 read with Rule framed there under in respect of Corporate Social
Responsibility. However, the directors of the Company, in their personnel capacity, are
engaged in philanthropy activities and participating for cause of upliftment of the society.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated
under Regulation 34(2)(e) of the Listing Regulations is presented in a separate section
and forming part of this Report.

15. CORPORATE GOVERNANCE

As your Company’s Paid-up Equity Share Capital and Net Worth not exceeding Rs.10
Crores and Rs.25 Crores respectively, there corporate governance provision as as
specified in regulations 17, 17A,18, 19, 20, 21,22, 23, 24,24A, 25, 26, 27 and clauses (b)
to (i) and (t)of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V
shall not apply to the Company.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place Whistle Blower Policy ("the Policy”), to provide a formal
mechanism to its directors and employees for communicating instances of breach of any
statute, actual or suspected fraud on the accounting policies and procedures adopted for
any area or item, acts resulting in financial loss or loss of reputation, leakage of
information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of
office, suspected/actual fraud and criminal offences. The Policy provides for a
mechanism to report such concerns to the Chairman of the Audit Committee through
specified channels. The frame work of the Policy strives to foster responsible and secure
whistle blowing. In terms of the Policy of the Company, no employee including directors
of the Company has been denied access to the chairman of Audit Committee of the
Board. During the year under review, no concern from any whistle blower has been
received by the Company. The whistle blower policy is available at the link
www.indoeuroindchem.com

17. STATEMENT ON RISK MANAGEMENT POLICY

Risk assessment and management are critical to ensure long-term sustainability of the
business. The Company, has in place, a strong risk management framework with regular
appraisal by the top management. The Board of Directors reviews the Company’s
business risks and formulates strategies to mitigate those risks. The Senior Management
team, led by the Managing Director, is responsible to proactively manage risks with
appropriate mitigation measures and implementation thereof.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, the Company has not made investment in security of body corporate
and however given loan the details of the same is given in note no.4 and 5 of the Financial
Statement. Further, the Company has not given any guarantees or provided security in
connection with a loan to any other body corporate or person.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties are in the ordinary course of business and on
arm’s length basis and there are no ‘material’ contracts or arrangement or transactions
with related parties and thus disclosure in Form AOC-2 [Pursuant to clause (h) of sub¬
section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014] is not required.

The statement showing the disclosure of transactions with related parties in compliance
with applicable provisions of Ind AS, the details of the same are provided in Note No. 2.
XI of the Financial Statement. All related party transactions were placed before the Audit
Committee and the Board, wherever applicable for their approval.

The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is available at www.indoeuroindchem.com

20. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate standards, processes and structures to implement
internal financial controls with reference to financial statements. Internal control systems
comprising of policies and procedures are designed to ensure sound management of
your Company’s operations, safekeeping of its assets, optimal utilizations of resources,
reliability of its financial information and compliance.

Systems and procedures are periodically reviewed to keep pace with the growing size
and complexity of your company’s operation.

21. LISTING REGULATIONS, 2015

The Equity Shares of the Company are listed on BSE Limited (BSE). The Company has
paid its Annual Listing Fees to the stock exchanges for the Financial Year 2023-2024.

The Company has formulated following Policies as required under the Listing
Regulations, the details of which are as under:

1. "Documents Preservation & Archival Policy” as per Regulation 9 and
Regulation 30which may be viewed at www.indoeuroindchem.com

2. "Policy for determining Materiality of events/information” as per Regulation 30
which may be viewed at www.indoeuroindchem.com

Further, during the year under review, the Board of Directors at their meeting held on
February 7, 2024 appointed M/s. Purva Sharegistry (India) Private Limited as the new
Registrar and Share Transfer Agent (RTA) of the Company and initiated the process of
change of RTA.

22. AUDITORS

(a) Statutory Auditor

M/s. Vora & Associates, Chartered Accountants (Firm Registration No. 111612W)

has been appointed as Statutory Auditors of the Company for a period of 5 Years from
the conclusion of 32^nd Annual General Meeting till the conclusion of 37^th Annual General
Meeting of the Company. Your Company has received necessary confirmation from
them stating that they satisfy the criteria provided under section 141 of the Companies
Act, 2013.

The report of the Statutory Auditor forms part of the Annual Report. The said report does
not contain any qualification, reservation, adverse remark or disclaimer, Except below:

1. The Company has not made any provision for old receivables outstanding as the
management is putting efforts for recovery or settlement with the parties.

Comments by the Board:- : the Company has discussed with the parties for the old
receivables for recovery and settlement.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
had appointed Mr. Anish Gupta, Partner of M/s VKMG & Associates LLP, Practicing
Company Secretaries, as the Secretarial Auditors of the Company to undertake
Secretarial Audit for the financial year ended March 31, 2024.The Secretarial Audit
Report for the financial year ended March 31,2024, is annexed herewith and marked as
‘Annexure-1’ to this Report.

STATUTORY AND SECRETARIAL AUDITOR''S OBSERVATIONS & COMMENTS
FROM BOARD: -

(a) The Company has not updated its website and uploaded the documents and
information as required under provisions of the Companies Act 2013 and
Regulation 46 of SEBI (LODR) Regulations 2015.

Comments by the Board:- The Company regularly updates its website but due
to some issued with the website developer current information and documents
are not updated. The Directors have taken the note of the same and will do the
compliance at the earliest.

(b) The Company appointed Mr. Dipakkumar Prataprai Pandya, Mr. Paresh
Maganlal Valani and Mrs. Rima Badyopadhyay as an Independent Directors
under section 149 of the Companies Act, 2013 however, all the directors have
not registered their names as per The Companies (Creation and Maintenance
of databank of Independent Directors) Rules, 2019 and also not appeared for
Online Proficiency Test.

Comments by the Board :- The Independent Directors of the Company possess
requisite qualifications, experience and expertise and hold highest integrity.
Further, 2(two) independent directors of the Company completed their second
term on 31.03.2024 and 1(one) independent Director of the Company is in
process of inclusion of her name in Data Bank of Independent Directors.

(c) The appointment of M/s VKMG & Associates LLP, Company Secretaries, as
Secretarial Auditor to carry out Secretarial Audit for the financial year 2023-24
have not been intimated to Stock Exchange as required by the Regulation 30
of SEBI LODR.

Comments by the Board:- The Company will do necessary compliances.

(c) Delayed in publication of financial result of Board Meeting for the quarter ended
June, 2023 in the Newspapers under Regulation 47(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations).

Comments by the Board:- The Company inadvertently miss out to publish
financial result in the Newspaper within the stipulated time period.

(d) Late submission of intimation of Newspaper copies to Stock Exchange under
Regulation 30 and Regulation 47(3) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (Listing Regulations) for the quarter and half
year ended September, 2023.

Comments by the Board:- The Company inadvertently miss out to upload copy
of newspaper publications regarding financial results for the September 2023
quarter to stock exchange within the stipulated time period.

(e) Late submission of Financial Result in XBRL Form to Stock exchange for the
quarter and half year ended September, 2023.

Comment by Board : The Company inadvertently miss out to submit Financial
Result in XBRL mode to stock exchange within the stipulated time period.

(f) The Company has not filed e-Form MGT-14, to grant loans as required under
Section 117 read with 179(3) of the Companies Act, 2013.

Comments by the Board:- The Company will ensure compliance

(c) Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of
Companies (Accounts) Rules, 2014, the Company had appointed M/s. Moxit &
Associates, Chartered Accountants to undertake Internal Audit for financial year
ended March 31,2024.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors of the Company have not reported to the Audit
Committee, under section 143(12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its Officers or Employees, the details of which would
need to be mentioned in the Board''s Report.

24. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the
Company, which has occurred between the end of the financial year of the Company,
i.e., March 31, 2024 till the date of this Directors’ Report.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no other significant and material orders passed by the regulators/ courts/
tribunals, which may impact the going concern status and the Company’s operations in
future.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employee’s
remuneration and other details in terms of sub-section 12 of Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are as under:

Name of Director/Key Managerial Personnel and Designation	Remuneration of Director/KMP (in Lakh)	% Increase in remuneration on FY 2023¬ 2024	Ratio of Remuneration of each Director to median Remuneration of employee
Akshit Balwantrai Lakhani	6,00,000	0	1.32
Vardhman Chhaganlal Shah	6,00,000	0	1.32
Raj Bhushan Mishra	6,00,000	0.84	NA
Varsha Saurabh Bansal	2,21,000	0*	NA

*there is no increment in salary as compared to last year, in ast year appointment
was made in the month of March 2023 and hence salary was reported only for March
month

(b) the percentage increase in the median remuneration of employees in the
financial year:

The median remuneration of employees of the Company during the financial year was Rs.
4.55 (Rs. in Lakh). In the financial year, there was increase of 5.81% in the median
remuneration of employees.

(c) the number of permanent employees on the rolls of the Company:

As on March 31, 2024, the Company has 8 permanent employees (including 2 executive
directors) on its rolls.

(d) average percentile increases already made in the salaries of employees other
than the managerial personnel in the last financial year and its comparison with
the percentile increase in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for increase in the
managerial remuneration:

The average increase in the salaries of employees other than managerial personnel in the
financial year 2023-24 was 8.92% whereas the there the increment in Managerial
remuneration for the same financial year was 0.84% as stated above.

It is hereby affirmed that the remuneration is as per the remuneration policy of the
Company.

(e) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, a statement showing the names and other particulars of the employees drawing
remuneration is provided in a above. Having regard to the provisions of the first proviso
to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is
being sent to the Members of the Company. Any member interested in obtaining such
information may address their email to galaxy [e-mail].

27. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read
with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under:

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Though business operation of the Company is not energy-intensive, the Company,
being a responsible corporate citizen, makes conscious efforts to reduce its energy
consumption. Some of the measures undertaken by the Company on a continuous
basis, including during the year, are listed below:

a) Use of LED Lights at office spaces.

b) Rationalization of usage of electricity and electrical equipment air conditioning
system, office illumination, beverage dispensers, desktops.

c) Regular monitoring of temperature inside the buildings and controlling the air¬
conditioning system.

d) Planned Preventive Maintenance schedule put in place for electromechanical
equipment.

e) Usage of energy efficient illumination fixtures.

(ii) Steps taken by the Company for utilizing alternate source of energy.

The business operation of the Company is not energy-intensive, hence apart from
steps mentioned above no other steps taken.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the year
under review.

(B) Technology Absorption

The IT team of the Company evaluate technology developments on a continuous basis
and keep the organization updated. The Company has been benefited immensely by
usage of Indigenous Technology for business operation of the Company. The
Company has not imported any technology during last three years from the beginning
of the financial year. The Company has not incurred any expenditure on Research and
Development during the year under review.

(C) Foreign Exchange Earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

28. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the copy of Annual Return of the Company as on March 31,
2024 is available on the Company’s website and can be accessed at
www.indoeuroindchem.com

29. SECRETARIAL STANDARD OF ICSI

The Company has complied with the Secretarial Standards on Meeting of the Board of
Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company
Secretaries of India (ICSI).

30. MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the Central Government under sub-section
(1) of Section 148 of the Companies Act 2013 is not applicable to the Company.

31. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working
in the Company and has zero tolerance towards any actions which may fall under the
ambit of sexual harassment at workplace. Since, the Company has less than Ten
Employees constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not
applicable. Further, during the year the Company has not received any case related to
sexual harassment.

The policy framed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 read with Rules framed thereunder
may be viewed at https://www.indoeuroindchem.com

32. GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following
matters as there were no transactions on these matters during the year under review:

¦ Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.

¦ Issue of debentures/bonds/warrants/any other convertible securities.

¦ Issue of shares under ESOP scheme

¦ Scheme of provision of money for the purchase of its own shares by employees or
by trustees for the benefit of employees.

¦ Instance of one-time settlement with any Bank or Financial Institution.

¦ Application or proceedings under the Insolvency and Bankruptcy Code, 2016

33. ACKNOWLEDGEMENTS

Your directors take the opportunity to express our deep sense of gratitude to all users,
vendors, government and non-governmental agencies and bankers for their continued
support in Company’s growth and look forward to their continued support in the future.

Your directors would also like to express their gratitude to the shareholders for reposing
unstinted trust and confidence in the management of the Company.

By Order of the Board of Directors
For Indo Euro Indchem Limited

Sd/-

Mr. Vardhman Shah
Chairman
DIN: 00334194

Place: Osmanabad
Date: 26-08-2024
Registered office:

B-9 to B-16, M.I.D.C. Osmanabad - 413 501
Maharashtra

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended 31st March, 2015.

Financial summary or highlights/Performance of the Company (Standalone)

(Rs. in Lacs) Particulars Standalone

2014-2015 2013-2014

Gross Income 285.54 157.77

Profit Before Interest and Depreciation 1.14 (12.62)

Finance Charges 0.06 0.91

Gross Profit 1.08 (13.52)

Provision for Depreciation 5.62 3.07

Net Profit / Loss Before Tax from continuing operations (4.54) (16.59)

Net Profit / Loss Before Tax from discontinuing operations 26.42 26.68

Net Profit / Loss Before Tax 21.88 10.09

Provision for Tax (5.64) (0.32)

Net Profit After Tax 16.23 9.77

Balance of Profit brought forward 55.96 46.43

Balance available for appropriation 72.19 56.20

Proposed Dividend on Equity Shares - -

Tax on proposed Dividend - -

Transfer to General Reserve 72.19 56.20

Transfer to Capital Reserve 30.00 30.00

Surplus carried to Balance Sheet 102.19 86.20

Overview and the State of Company's affairs

The Sales of the Company was Rs. 280.87 Lakhs in the current year as against last year Rs. 156.39 Lakhs. The profit after tax was Rs. 16.23 lakhs compared Rs. 9.77 lakhs in the previous year. Your directors are hopeful of achieving higher sales and higher profit in the next year.

Change in the nature of business.

There is no change in the nature of business of the Company DIVIDEND:

In view of past losses, Directors did not recommend any dividend for the equity shareholders for the financial year 2014-15.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL:

Presently, the Share Capital of the Company is Rs. 903,47,000/- (includes calls in arrear of Rs. 1,98,000) divided into 90,54,500 Equity Shares of Rs. 10/- each.

CORPORATE GOVERNANCE:

Your Company complies with the provisions laid down in Corporate Governance laws. It believes in and practices good corporate governance. The Company maintains transparency and also enhances corporate accountability. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the following forms part of this Annual Report:

i. Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

ii. Management Discussion and Analysis;

iii. Report on the Corporate Governance; and

iv. Auditors' Certificate regarding compliance of conditions of Corporate Governance

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

During this period under the review, a provision of CSR is not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of Loans, guarantees or Investments under section 186, are given in the Notes forming part of Financial Statements for the year ended 31st March, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

A. Conservation of Energy, Technology Absorption

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review:

(a) Conservation of energy measures taken:

The Board of Directors has taken following steps to conserve the energy:

* Switching off lights, A/C and computers whenever not used.

* Power utilization on all computers, pantry and cabins.

* Planning to replace lights with low energy consumption units.

* The Board is considering the option of using solar energy resources.

* Controlled the energy consumption by optimizing the temperature inside the office premises is the major contributor for the energy conservation for the stores.

* Optimized lighting consumption by strictly controlling the operating hours as per the usage pattern.

Impact:

After constant monitoring and effective utilization, the company's electricity bill has shown reduction. The board is constantly taking initiatives and steps to reduce the bills and is optimist for a favourable output. The Board is also using energy saver equipment.

(b) Technology absorption measures:

(i) The efforts made towards Technology Absorption

The Company is searching for the advance technology which can be used in the Company's premises.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution

The benefits will be seen in future.

(iii) in case of imported technology (imported during -- the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported --

(b) the year of import; --

(c) whether the technology been fully absorbed --

(d) if not fully absorbed, areas where absorption -- has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development

B. Foreign Exchange Earnings And Outgo:

There were no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company does not have any employees drawing remuneration in excess of the limits specified in Section 197(12) read with Rule 5 of (Appointment and remuneration of managerial Personnel) Rules, 2014.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the financial year, your Company has entered into related party transactions. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

All related party transactions have been approved by the Audit Committee of your Company.

The policy on Related Party Transactions was approved by the Board of Directors. None of the Directors has any undue benefit or advantage in the transactions with the related parties. The details of transactions with the related parties as required under section 188 are given in "Annexure A" formingpart of this Report.

RISK POLICY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the sizeof its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilizations of resources, reliability of its financial information and compliance.

Systems and Procedures are periodically reviewed to keep pace with thegrowing size and complexity of your Company's operations.

DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DIRECTORS:

Changes in Board constitution -

The Board of Directors had appointed Mrs. Rima Bandyopadhyay(DIN: 06919771) as an Additional Woman Director in the category of Non-Executive Director with effect from 25th March, 2015. She being eligible offered herself as the Independent Woman Director. The Board recommends her to be appointed as Independent Woman Director.

In accordance with the provisions of the Companies Act, 2013, Mr. JaysukhChhganlalShah(DIN: 00334286) liable to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment.

Mrs. Rima Bandyopadhyay & Mr. JaysukhChhganlal Shah are not disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013.

Meetings -

The Board of Directors of your Company met 11 Times during the year to carry the various matters. The Meetings were convened on30th May, 2014, 14th August, 2014, 15thSeptember, 2014, 15th November, 2014, 30th November, 2014, 05th January, 2015, 15th January, 2015, 14th February, 2015, 04th March, 2015, 13th March, 2015 and 25th March, 2015 and further details of which are given in the Corporate Governance Report forming part of this Annual Report.

Declaration by Independent Directors -

The Company has received declaration by all Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board Evaluation -

The Board of Directors has made the formal annual evaluation of its own performance and that of its committees and individual directors and found it to be satisfactory.

Policy on Appointment and Remuneration of Directors and KMP and Remuneration Policy -

The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the Remuneration Policy, which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE:

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

KEY MANAGERIAL PERSONNEL:

In terms of the provisions of Section 203 of the Act, Mr. VardhamanChhanganlal Shah, Managing Director, Mr. Akshit BalwantraiLakhani, Executive Director and CFO and Mr. JaysukhChhganlal Shah are the Key Managerial Personnel of your Company.

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. PareshMaganlalValaniwho serves as the Chairman of the Committee, Mr. Dipak kumarPratapraiPandya and Mr. AkshitBalwantraiLakhaniareother members. The terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

VIGIL MECHANISM:

The Company has a vigil mechanism and Whistle Blower Policy' in terms of Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement to deal with instance of fraud and mismanagement, if any, and to report concerns about unethical behavior, wrongful conduct and violation of the Company's code of conduct or ethics policy.

AUDITORS:

Statutory Auditors-

At the Annual General Meeting held on 29th September, 2014, M/s. V. S. Lalpuria& Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. V. S. Lalpuria& Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if their ratification is confirmed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Statutory Auditors' Observations -

The observation made in the Auditor's Report read with notes in Significant Accounting Policies are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

SECRETARIAL AUDITORS:

In terms of the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. Anish Gupta & Associates, Company Secretaries, Mumbai as Secretarial Auditor for conducting Secretarial Audit of your Company for the financial year 31.3.2015. The report of the Secretarial Auditor is annexed herewith as "Annexure B".

SECRETARIAL AUDITORS' OBSERVATIONS& COMMENTS FROM BOARD:

1. The Company has not appointed Company Secretary as KMP under section 203 of the Companies Act, 2013 and Compliance Officer as per Listing Agreement:-The Board shall ensure its compliances.

2. Internal Auditor was not appointed within 6 months as required under section 138 of the Companies Act, 2013:-The Board shall ensure its compliances.

3. The Nomination and Remuneration committee is not constituted as per the provisions of Section 178, of Companies Act, 2013 during the period under review:-The Board shall ensure its compliances.

4. The company has not published the quarterly unaudited/audited financial results in the news- papers as required under the Listing Guidelines: - Due to inadequate profits the company has not published the results in the News Paper; however the same has been immediately sent to the stock exchange for uploading on their website for making it available for public at large.

5. The Company has not updated the results, shareholding patterns, annual report and policies and other information as required under the Companies Act, 2013 and Listing Agreement on the website of the Company:-The Board shall ensure its compliances.

6. There are delays and non-submission of forms as required under the Companies Act, 2013 with the Registrar of Companies:-The Board shall ensure its compliances.

EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of your Company for the financial year ended 31st March, 2015 is given in "Annexure C"

OTHER DICLOSURES;

* There were no material changes and commitments affecting the financial position of your Company between end of the financial year and the date of this report.

* Your Company has not issued any shares with differential voting.

* There was no revision in the financial statements.

* Your Company has not issued any sweat equity shares.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013;

The Company is committed to provide a safe & conducive work environment to its employees. Though the Company is not required to adopt the policy, however it ensures the safety of its women employees at workplace.Duringthe year under review, no case of sexual harassment was reported.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublishedprice sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

APPRECIATIONS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

By Order of the Board of Directors For Indo Euro Indchem Limited

Sd/- Place: Mumbai Vardhaman C. Shah Chairman Date:14.08.2015 Din No. 00334194

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the TWENTY FOURTH ANNUAL REPORT of the Company together with the audited statement of accounts of the Company for the year ended on March 31,2014.

FINANCIAL HIGHLIGHTS:

For the year ended on For the year ended on 31.03.2014 31.03.2013

Total Income 15,776,581 47,213,696

Total Expenditure 17,435,927 44,566,743

Profit / (Loss) before Taxation (1,659,346) 26,46,953

Provision for Tax 932,977 652,961

Deferred Tax (901,212) (668,141)

Profit / (Loss) after Taxation 976,961 2,039,135

Balance Carried to BS 976,961 2,039,135

OPERATIONAL REVIEW:

The Sales for the period ended March 31, 2014 were at Rs. 15,639,112/- as against Rs. 46,424,875/-for the previous year ended March 31, 2013. The Profit / (Loss) after tax for March 31, 2014 is Rs. 976,961/- as against profit of Rs. 2,039,135/- for the previous year ended March 31,2013.

LISTING OF EQUITY SHARES OF COMPANY ON BOMBAY STOCK EXCHANGE:

The Board is pleased to inform that the Bombay Stock Exchange has revoked the suspension on the trading of shares of the Company, The Company has received the listing permission from the Bombay Stock Exchange for trading of its shares on its stock exchange and the trading in equity shares begins w.e.f 9th July, 2013 on the Bombay Stock Exchange.

DIVIDEND:

In view of the revival of the company''s operation, your Directors have decided not to recommend any dividend on account for the year under operation.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

DIRECTORS:

Mr. Akshit B. Lakhani and, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

The Company has two independent Directors, appointed under the Listing Agreement, namely Mr, Paresh M. Valani and Mr. Dipakkumar P. Pandya, who have diverse business/admimstrative experience and are making significant contribution to the Company. At present, they are liable to retire by rotation. It. is proposed to appoint them as Independent Directors, with a fixed tenure of upto five years each at the ensuing Annual General Meeting of the Company, subject to approval of the shareholders, in terms of Section 149 of Companies Act, 2013 (the Act). All abovementioned Independent Directors have also given declarations that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Act.

PERSONNEL:

There were no employees during the year or part of the year drawing remuneration, which falls within the preview of the provisions of Section 217 (2A) of the Companies Act 1956.

AUDITORS:

The Auditors M/s V.S. Lalpuria& Co., Chartered Accountants, Mumbai hold the office until the conclusion of ensuing Annual General Meeting. Your company has received certificate from the Auditors u/s. 139(2) of the Companies Act, 2013 to the effect that their reappointment if made, shall be in accordance with prescribed conditions and the said Auditors satisfy the criteria provided in Section 141 of the Companies Act, 2013.

AUDITORS'' REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are selfexplanatory and hence do not call, any further comments under Section 217 of the Companies Act 1956.

Remarks by Auditor

1. (I.a) - The Company is in process of completion of the records.

2. III - The Register u/s 301 is not complete and upto date as on the date of the report.

3. VII- The Company is strengthening its internal audit system and internal checks system to commensurate with the size of the Company.

FIXED DEPOSITS:

The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section 5 8 A of the Companies Act 1956 from the public during the year under review.

CORPORATE GOVERNANCE:

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act 1956, the directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy, Technology absorption and Foreign Exchange Earning and Outgo as stipulated under Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is set out in the separate statement, attached to this report & forms part of it,

ACKNOWLEDGEMENTS:

Your Company & its Directors wish to extend their sincerest thanks to the Bankers, State Government. Customers, Suppliers and Staff for their continuous co-operation & guidance.

By the Order of the Board of Directors For INDO EURO INDCHEM LIMITED

Sd/-

Date: May 30, 2014 Mr. Vardhaman C. Shah Place: Mumbai Chairman (DIN No. 00334194)

---

Mar 31, 2013

The Directors have pleasure in presenting their TWENTY THIRD ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st day of March 2013.

FINANCIAL HIGHLIGHTES:

For the year ended on For the year ended on 31.03.2013 31.03.2012

Total Income 50,357,276.00 5,23,54,607.00

Total Expenditure 46,928,821.00 4,50,96,545.00

Profit / (Loss) before Taxation 2,023,955.00 11,29,680.00

Provision for Tax 652,961.00 2,15,261.00

Deferred Tax (668,140.00) 2,49,344.00

Profit / (Loss) after Taxation 2,039,134.00 6,65,075.00

Balance Carried to BS 2,039,134.00 6,65,075.00

OPERATIONAL REVIEW:

The Sales for the period ended 31.03.2013 were at Rs. 4,64,24,875/- as against Rs. 4,86,84,061/- for the previous year ended 31.03.2012. The Profit / (Loss) after tax is 2,039,134 against profit of Rs. 6,65,075/- for the previous year ended 31.03.2012.

LISTING OF EQUITY SHARES OF COMPANY ON BOMBAY STOCK EXCHANGE:

The Board is pleased to inform that the Bombay Stock Exchange has revoked the suspension on the trading of shares of the Company. The Company has received the listing permission from the Bombay Stock Exchange for trading of its shares on its stock exchange and the trading in equity shares begins - w.e.f.9dl July, 2013 on the Bombay Stock Exchange.

DIVIDEND:

In view of the revival of the company''s operation, your Directors have decided not to recommend any dividend on account for the year under operation.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

DIRECTORS:

Mr. Vardhaman Shah and Mr. Dipak Kumar Pandya, retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. Your Directors recommend their re- appointment.

Mr. Vardhman C Shah was appointed as Managing Director in the Annual General Meeting held on 30 September, 2008 for a period of five years w.e.f. 1st September, 2008. His term has expired on 31st August, 2013. The Board recommends his appointment as the Managing Director of the Company for further period of 5 years with effect from 01.09.2013. ''

PERSONNEL:

There were no employees during the year or part of the year drawing remuneration, which falls within the preview of the provisions of Section 217 (2A) of the Companies Act 1956.

CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy, Technology absorption and Foreign Exchange Earning and Outgo as stipulated under Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is set out in the separate statement, attached to this report & forms part of it.

AUDITORS:

M/s V.S. Lalpuria & Co., Chartered Accountants, retires as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

AUDITORS'' REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence do not call, any further comments under Section 217 of the Companies Act 1956.

Remarks by Auditor

1. (La) - The Company is in process of completion of the records.

2. Ill - The Register u/s 301 is complete and upto date as on the date of the report.

3. VII - The Company is strengthening its internal audit system and internal checks system to commensurate with the size of the Company

FIXED DEPOSITS:

The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section 58 A of the Companies Act 1956 from the public during the year under review.

CORPORATE GOVERNANCE:

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT;

In terms of Section 217 (2AA) of the Companies Act 1956, the directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Company & its Directors wish to extend their sincerest thanks to the Bankers, State Government, Customers, Suppliers and Staff for their continuous co-operation & guidance.

For And On Behalf Of Board Of Directors

Date: 1st September, 2013 Sd/-

Place: Mumbai Chairman

---

Mar 31, 2011

The Directors have pleasure in presenting their TWENTY FIRST ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st day of March 2011.

FINANCIAL HIGHLIGHTES:

(Rs. in Lac) For the year ended on For the year ended on

31.03.2011 31.03.2010

Turnover 2,60,23,330.00 2,47,88,560.37

Other Income 68,09,294.00 57,69,770.00

Increase / Decrease in Stock - -

Total Income 3,61,31,391.00 3,38,57,097.37

Total Expenditure 3,55,08,225.73 3,37,87,728.69

Profit / (Loss) before Taxation 6,23,165.27 69,368.68

Provision for Tax (3,93,169.00) (5,12,109.00)

Profit / (Loss) after Taxation (1,073.73) 5,81,477.68

Balance b/f from Previous Year 19,40,124.00 13,58,646.66

Deferred Tax (5,08,704.00) (5,22,829.00)

Earlier Year Adjustments - -

Balance Carried to Balance Sheet 19,39,050.61 19,40,124.34

OPERATIONAL REVIEW:

The Sales for the period ended 31.03.2011 were at Rs.2,60,23,330.00 as against Rs.2,47,88,560.37 for the previous year ended 31.03.2010. The Profit / (Loss) After Tax is Rs.(1,073.00) against Rs.(5,81,477.68) for the previous year ended 31.03.2010.

DIVIDEND:

In view of the revival of the company's operation, your Directors have decided not to recommend any dividend on account for the year under operation.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

DIRECTORS:

Mr. Vardhman Shah retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Directors recommends his re-appointment.

Mr. Deepak Kumar Pandya and Mr. Akshit Balwantrai Lakhani were appointed as additional directors of the Company on 1.3.2011 by the Board of Directors of the Company, at their meeting, as per the provisions of Section 260 of Companies Act 1956. They hold office of the Company up to the conclusion of the ensuing Annual General Meeting. As required by Section 257 of the Companies Act 1956, a notice has been received from a member signifying his intention to propose their candidature as Directors of the Company. The Board recommends their appointment as Directors.

CHANGE OF NAME:

The Company has changed it name from Rinku Polychem Limited to Indo Euro Indchem Limited in the Extra Ordinary General Meeting held on 5th May, 2011 as the company is planning to expand its business operations in India as well as aboard and also to diversify its business activities.

PERSONNEL:

There were no employees during the year or part of the year drawing remuneration, which falls within the preview of the provisions of Section 217 (2A) of the Companies Act 1956.

CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy, Technology absorption and Foreign Exchange Earning and Outgo as stipulated under Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is set out in the separate statement, attached to this report & forms part of it.

AUDITORS' REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence do not call, any further comments under Section 217 of the Companies Act 1956.

AUDITORS:

M/s V.S. Lalpuria & Co., Chartered Accountants, retires as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section 58 A of the Companies Act 1956 from the public during the year under review.

CORPORATE GOVERNANCE:

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act 1956, the directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Company & its Directors wish to extend their sincerest thanks to the Bankers, State Government, Customers, Suppliers and Staff for their continuous co-operation & guidance.

For And On Behalf Of Board Of Directors

Date : 31/08/2011 Sd/-

Place: Mumbai Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting their TWNETIETH ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st day of March 2010.

FINANCIAL HI6HLIGHTES:

(Rs. in Lac)

For the year ended on For the year ended

31.03.2010 on 31.03.2009

Turnover 2,47,88,560.37 98,38,779.50

Other Income 57,69,770.00 34,84,723.00

Increase / Decrease in Stock

Total Income 3,38,57,097.37 1,88,57,160.50

Total Expenditure 3,37,87,728.69 1,77,93,672.15

Profit / (Loss) before Taxation 69,368.68 10,63,488.35

Provision for Tax (5,12,109.00) (9,24,863.00)

Profit / (Loss) after Taxation 5,81,477.68 (93,818.65)

Balance b/f from Previous Year 13,58,646.66 14,52,465.31

Deferred Tax (5,22,829.00) (10,41,085.00)

Earlier Year Adjustments

Balance Carried to Balance Sheet 19,40,124.34 13,58,646.66

OPERATIONAL REVIEW:

The Sales for the period ended 31.03.2010 were at Rs.2,47,88,560.37 as against Rs. 98,38,779.50 for the previous year ended 31.03.2009. The Profit / (Loss) After Tax is Rs. 5,81,477.68 against Rs. (93,818.65) for the previous year ended 31.03.2009.

DIVIDEND:

In view of the revival of the companys operation, your Directors have decided not to recommend any dividend on account for the year under operation.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

DIRECTORS:

Mr. Jaysukh C. Shah retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Directors recommends his re-appointment.

PERSONNEL:

There were no employees during the year or part of the year drawing remuneration, which falls within the preview of the provisions of Section 217 (2A) of the Companies Act 1956.

CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY A FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy, Technology absorption and Foreign Exchange Earning and Outgo as stipulated under Section 217 (1) (e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is set out in the separate statement, attached to this report & forms part of it.

AUDITORS" REPORT:

The observation made in the Auditors Report read together with relevant notes thereon are. self explanatory and hence do not call, any further comments under Section 217 of the Companies Act 1956.

AUDITORS:

M/s M.S. Lalpuria V.S & Co., Chartered Accountants, retires as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section 58 A of the Companies Act 1956 from the public during the year under review.

CORPORATE GOVERNANCE:

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act 1956, the directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assess of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Company & its Directors wish to extend their sincerest thanks to the Bankers, State Government, Customers, Suppliers and Staff for their continuous co-operation & guidance.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Date : 07/09/2010 Sd/-

PLACE: Osmanabad CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2009

The Directors have pleasure in presenting their NINTEENTH ANNUAL REPORT together with the Audited Accounts of the Company for the year ended on 31st day of March 2009.

FINANCIAL HIGHLIGHTES:

(Rs. in Lac)

For the year ended on For the year ended 31.03.2009 on 31.03.2008

Turnover 98,38,779.50 3,00,89,595.00

Other Income 34,84,723.00 6,24,924.00

Increase / Decrease in Stock

Total Income 1,88,57,160.50 3,67,88,710.00

Total Expenditure 1,77,93,672.15 3,66,48,392.50

Profit / (Loss) before Taxation 10,63,488.35 1,40,317.50

Provision for Tax (9,24,863.00) (9,28,236.00)

Profit / (Loss) after Taxation (93,818.65) 10,68,553.50

Balance b/f from Previous Year 14,52,465.31 3,83,911.81

Deferred Tax (10,41,085.00) (9,46,236.00)

Earlier Year Adjustments - -

Balance Carried to Balance Sheet 13,58,646.66 14,52,465.31

OPERATIONAL REVIEW: .

The Sales for the period ended 31.03.2009 were at Rs. 98,38,779.50 as against Rs. 3,00,89,595.00 for the previous year ended 31.03.2008. The Profit / (Loss) After Tax is Rs. (93,818.65.) against Rs. 10,68,553.50 for the previous year ended 31.03.2008.

DIVIDEND:

In view of the revival of the company''s operation, your Directors have decided not to recommend any dividend on account for the year under operation.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required by clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report are appended.

DIRECTORS:

Mr. Bhadhresh C. Shah retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Directors recommends his re-appointment.

PERSONNEL:

There were no employees during the year or part of the year drawing remuneration, which falls within the preview of die provisions of Section 217 (2A) of the Companies Act 1956.

AUDITORS'' REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence do not call, any further comments under Section 217 of the Companies Act 1956. AUDITORS: .

M/s V.S. Lalpuria & Co., Chartered Accountants, retires as Auditors of the Company at the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section 58 A of the Companies Act 1956 from the public during the year under review.

CORPORATE GOVERNANCE: -

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act 1956, the directors would like to state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

iv)The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS:

Your Company & its Directors wish to extend their sincerest thanks to the Bankers, State Government, Customers, Suppliers and Staff for their continuous co-operation & guidance.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Date: 06/09/2009 Sd/-

PLACE. Osmanabad CHAIRMAN & MANAGING DIRECTOR