Indo Bonito 2010 5310840310
Indo Bonito 2010 5310840310
Indo Bonito 2010 5310840310
BOARD OF DIRECTORS
REGISTERED OFFICE
Office No. 210, Dheeraj Heritage,
S. V. Road, Milan Subway Junction,
Santacruz (West), Mumbai 400054
AUDITORS
S.U.Radhakrishnani & Co.
6A, Amarjeevan 41,Saint Martins Road,
Near Bandra Police Station , Bandra (W), Mumbai:-400 050
BANKERS
Bank of India
Axis Bank Ltd.
NOTICE
Notice is hereby given that 16th Annual General Meeting of INDO BONITO MULTINATIONAL LIMITED will be held on
Thursday, the 30th September 2010 at Pride Hotel, Opp. Greens Restaurant, Next to Citibank, Off. Link Road, Chincholi Bunder,
Malad (West), Mumbai 400064 at 4.30 p.m. for transacting the following business.
ORDINARY BUSINESS:
1.. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2010 and Profit and Loss Account for the
financial year ended as on that date and to receive and consider the Directors Report and Auditors Report thereon.
2. To declare final dividend @ Rs. 0.10 per share for the year 2009-2010.
3.. To appoint a Director in place of Mr. M.A. Rajangam, who retires by rotation and, being eligible, offers himself for
reappointment.
4.. To re-appoint S.U. Radhakrishanani & Co., Chartered Accountants, the retiring Statutory Auditors and fix their remuneration.
SPECIAL BUSINESS:
5. To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution
RESOLVED THAT consent of the members be and is hereby accorded to rescind the special resolution passed at the 15th
Annual General Meeting for (i) increase in authorised share capital from Rs. 25,00,00,000/- (Rupees Twenty Five Crores
Only) divided into 2,50,00,000 (Two Crores Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs.
100,00,00,000/- (Rupees Hundred Crores Only) divided into 8,50,00,000 (Eight Crores Fifty Lacs) Equity Shares of
Rs. 10/- (Rupees Ten only) each and 15,00,000 (Fifteen Lacs) Preference Shares of Rs. 100/-(Rupees Hundred Only) each
by creation of further 6,00,00,000 (Six Crores) Equity Shares of Rs. 10/-(Rupees Ten Only) each and 15,00,000 (Fifteen
Lacs) Preference Shares of Rs. 100/- each and (ii) Alteration of Memorandum of Association for giving effect of the said
increase in authorised share capital.
6. To consider and if thought fit, to pass, with or without modifications, the following resolution as a Ordinary Resolution:
RESOLVED THAT pursuant to section 94 and other applicable provisions, if any, of the Companies Act, 1956 and the
Articles of Association of the Company, the authorised share capital of the Company be and is hereby increased from
Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lacs) Equity Shares of Rs.
10/- (Rupees Ten Only) each to Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crores)
Equity Shares of Rs. 10/- (Rupees Ten Only) each by creation of further 2,50,00,000 (Two Crores Fifty Lacs) Equity Shares
of Rs. 10/-(Rupees Ten Only) each.
RESOLVED FURTHER THAT the existing clause No. V of the Memorandum of Association of the Company be and is
hereby altered by deleting the said clause No. V and substituting in place and instead thereof, the following:
V. The Authorised Share Capital of the Company is Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into
5,00,00,000 (Five Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
7. To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution:
RESOLVED THAT in super session of the earlier resolutions passed in this regard and in terms of Section 81(1), 81(1A)
and other applicable provisions, if any, of the Companies Act, 1956 (including any amendment thereto or reenactments
thereof for the time being in force), in accordance with the provisions of Articles of Association, listing agreements and
subject to all necessary approvals, consents, permissions, and/or sanctions of the Government of India, Reserve Bank of
India, Securities and Exchange Board of India (SEBI), Financial Institutions and all other appropriate and/or concerned
authorities, and subject to such conditions and modifications as may be prescribed by any of them while granting any
such approval, consent, permission and/or sanction and agreed to by the Board of Directors of the Company (hereinafter
referred to as the Board which term shall be deemed to include any committee which the Board may have constituted or
hereafter constitute for the time being exercising the powers conferred on the Board by this resolution), the consent of the
Company be and is hereby accorded to the Board of Directors of the Company to issue, offer and allot from time to time
in one or more tranches, by way of Global Depository Receipts (GDRs)/American Depository Receipts (ADRs)/Foreign
Currency Convertible Bonds (FCCBs) / Euro Convertible Bonds (ECBs) / Secured Premium Notes (SPN) (hereinafter
referred to as Securities), public issue, rights issue, private placement, preferential allotment, Equity shares/warrants and/
or instruments convertible into Equity shares optionally or otherwise, subscribed by resident or non-resident/foreign
investors (whether institutions and/or incorporated bodies and/or individuals and/or trust and/or otherwise)/Foreign
Institutional Investors (FIIs)/Mutual Funds/Pension Funds/Venture Capital Funds/Banks and such other persons or entity(ies),
whether or not such investors are members of the Company, whether in Indian to all or any of them jointly or severally for
such an amount or amounts (inclusive of such premiums) as may be decided by the Board so that the net increase in the
NOTES :
1. A member entitled to attend and vote, is entitled to appoint a proxy to attend and, on a poll, vote instead of himself /
herself. A proxy need not be a member. Proxies in order to be effective must be received by the Company at its
Registered Office not later than forty-eight hours before the commencement of the meeting.
2. Explanatory Statement prepared in pursuance of Section 173 of the Companies Act, 1956 in respect of Special Business is
annexed.
3. The Register of Members and Share Transfer Books of the Company will remain closed from 28th September 2010 to 30th
September 2010 (both days inclusive).
4. The dividend payable on Equity Shares, if approved by the members, will be paid to those members whose names appear
on the Companys Register of members and as per beneficial owners position received from NSDL & CDSL as at the
closing hours of 27th September 2010.
5. There was no amount required to be transferred to Investor Education & Protection Fund (IEPF) pursuant to the provisions
of section 205(A) of the Companies Act, 1956.
6. Members are requested to notify the changes if any, in their address to the Companys Registrars quoting their folio No.
7. Members are requested to hand over the enclosed Attendance Slip, duly signed in accordance with their specimen
signature registered with the Company, for admission to the meeting hall.
8. Members are requested to please bring their Copies of Annual Report in meeting.
By Order of the Board
For Indo Bonito Multinational Limited
Sd/-
S.R. Pandian
Whole Time Director
Dated : 30th August, 2010
Place : MUMBAI
REGISTERED OFFICE:
Office No. 210, Dheeraj Heritage
S. V. Road Milan Subway Junction,
Santacruz (West), Mumbai 400054
ITEM NO. 5
The Members of the Company at the 15th Annual General Meeting had passed an ordinary resolution for increase in authorised
share capital from Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lacs) Equity
Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 100,00,00,000/- (Rupees Hundred Crores Only) divided into 8,50,00,000
(Eight Crores Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 15,00,000 (Fifteen Lacs) Preference Shares of
Rs. 100/- (Rupees Hundred Only) each by creation of further 6,00,00,000 (Six Crores) Equity Shares of Rs. 10/- (Rupees Ten
Only) each and 15,00,000 (Fifteen Lacs) Preference Shares of Rs. 100/- each and (ii) alteration of Memorandum of Association
giving effect of the said increase in authorised share capital. Due to sluggish market conditions and incapable to generate few
major projects as discussed in the 15th AGM, the company could not increase its capital to 100 crores. However, the company
is in the process to generate more business in the upcoming years and wants to increase its capital. Hence, it preferred to
approach shareholders to take fresh approval and the ordinary resolution passed at the 15th AGM is proposed to be rescinded.
The Directors recommend the resolution for approval of the members to be passed as a special resolution to rescind the
increase in authorised share capital and alteration of Memorandum of Association.
ITEM NO. 6
IN view of requirements for additional fund, the Board of Directors of the Company propose to increase its Authorised Share
Capital from Rs. Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lacs) Equity
Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five
Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each by creation of further 2,50,00,000 (Two Crores Fifty Lacs) Equity
Shares of Rs. 10/-(Rupees Ten Only) each. Clause V of the Memorandum of Association relating to Capital Clause is proposed
to be altered to effect the said increase in authorised share capital.
A copy of the Memorandum & Articles of Association is available for inspection by the members of the Company at its
Registered Office between 10.30 am to 1.00 pm on any working day of the Company, up to the date of the Annual General
Meeting.
The Directors recommend the resolution for approval of the members to be passed as ordinary resolution for increase in
authorised share capital and alteration of Memorandum of Association.
None of the directors of the company are interested in the said resolution
ITEM NO. 7
The Members of the Company at the 15th Annual General Meeting had passed a special resolution under section 81 and 81(1A)
of the Companies Act, 1956. However the Company was not able to raise the required funds. The Company shall issue, offer
and allot Equity Shares by way of public issue, rights issue, private placement and / or preferential allotment to Resident
Indians and /or Non-Resident Indians and that the Board be authorised to issue, offer and allot such shares, at such price or
prices, to such person(s) as they may deem fit and proper.
The Board of Directors proposes to issue securities by way of equity linked instruments like American Depositary Receipts
(ADRs), Global Depositary Receipts (GDRs), or other type of securities for cash or through public offer / private placement as
mentioned in the resolution for such an amount as deemed appropriate by Board including permissible green shoe option or
equivalent in Indian or any other currency (ies) or upto such limit as may be permitted by the Ministry of Finance or such other
authorities. The Company has enquiries from various foreign companies for investing in equity shares of the company subject
to RBI/GOI stipulations or other appropriate authorities. In view of the encouraging market conditions, it is proposed to issue
Securities as set out in the Resolution. The new issue of Securities requires the approval of the shareholders under section 81
of the Companies Act, 1956.
The special resolution, if passed, will have the effect of allowing the Board to issue and allot shares to investors, whether in
India or abroad, who may or may not be, existing, share holders of the Company and also authorize the Board to consider
issue of GDR/ ADR.
The Directors recommend the resolution for the approval of the members to be passed as special resolution for further issue
of shares pursuant to Section 81(1) and (1A) of the Companies Act, 1956.
The Directors of the company may be deemed to be concern or interested in the said resolution to the extent the said
securities may be subscribed by them or by the companies/institutions where they are directors or members.
Sd/-
S.R. Pandian
Whole Time Director
REGISTERED OFFICE:
DIRECTORS REPORT
To,
THE MEMBERS OF INDO BONITO MULTINATIONAL LIMITED
Your Directors have pleasure in presenting their 16TH ANNUAL REPORT along with the Audited Annual Accounts for the year
ended 31st March 2010. The financial results of the Company for the year under consideration are hereby presented.
Rupees In Cr
1. FINANCIAL RESULTS
Particulars Year ended Year ended
March2010 March2009
Appropriations:
4. DIRECTORS
Pursuant to Section 256 of the Companies Act, 1956, Mr. R M Rajangam liable to retire by rotation and being eligible is
proposed to be reappointed as Director.
5. FUTURE OUTLOOK
Your company is looking forward for further rise in the export of gold jewellery and diamond due to good order position.
Also your company is planning for rising manufacturing activity building material segment mainly in the line of concrete
block and pavers.
6. POSTAL BALLOT
The Company has passed the following resolutions through postal ballot, for which the results were declared on 30.11.2009 :
2. Commencement of Business for objects mentioned under sub clause 69, 74, 90(a), (b) and (c) of Clause III (C) of
Other Objects.
4. Authority to Board of Directors to make loans, investments and guarantees under section 372A of the Act.
7. CORPORATE GOVERNANCE
Your company has been proactive in following the principle and practice of good corporate governance. The Company has
taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing
Agreement of Stock Exchanges are complied with a separate report on Corporate Governance is annexed as Annexure A
to the Directors Report along with the Auditors Certificate on its compliance.
8. AUDITORS
M/s. S. U. Radhakrishnani & Co. , Chartered Accountants, auditors of the Company, will retire at the ensuing Annual
General Meeting of the Company. It is proposed to reappoint M/s. S. U. Radhakrishnani & Co., Chartered Accountants, as
the auditors of the Company, to hold office from the ensuing annual general meeting of the Company upto the next annual
general meeting of the Company. The Company has received a letter from M/s. S. U. Radhakrishnani & Co. seeking re-
appointment at this annual general meeting and have confirmed that their appointment, if made, shall be within the limits
of Section 224 (1B) of the Companies Act, 1956. The Board recommends the appointment of M/s. S. U. Radhakrishnani &
Co. as Auditors and to fix their remuneration.
9. AUDITORS REPORT
Clause IX (b) of the Annexure to Auditors Report states about non payment of Income Tax arrears amounting to Rs.12.19,
FBT of Rs.6.39 and Dividend tax of Rs.8.47 Lakhs for more than 6 months by the Company. The payment will be made
during this financial year.
13. PARTICULAR REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars regarding conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo is
mentioned in Form A and Form B attached to this report..
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and made judgment 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;
d) the Directors had prepared the annual accounts on a going concern basis.
The Board of Directors in its meeting held on 30.08.2010 has decided to shift the Registered Office of the Company from
Office No. 210, Dheeraj Heritage, S.V. Road, Milan Subway, Junction, Santacruz (West), Mumbai : 400 054 to 61 - A,
Collector Colony, Mahul Road, Chembur, Mumbai : 400 074 w.e.f. 01.09.2010.
18. ACKNOWLEDGMENTS :
Your Directors wish to place on record their appreciation and acknowledgment with gratitude for the support and
assistance extended to the Company by the Bankers, Shareholders and Customers. Your Directors place on record their
deep sense of appreciation for the devoted service of the executives and staff at all levels of the Company.
Sd/ Sd/-
S. R. Pandian Subhabrata Sudhansu Datta
Whole Time Director Director
Place : Mumbai
Date : 30th August, 2010
2. Other Fuels
Quantity (k.Litres) Nil Nil Nil Nil Nil Nil
Total Cost (Rs.) Nil Nil Nil Nil Nil Nil
B) Consumption Per Unit of
Production
1 Product Unit MT 28,965 6,303
2 Electricity (KWH/MT) 8.38 8.90
3 Other Fuels Nil Nil
FORM B
(Form for disclosure of particulars with respect to Technology Absorption)
Rs. in Cr.
2009-2010 2008-2009
Exports as a % of Total income 56.64% 60.96%
Total Foreign Exchange earned 142.92 86.74
Total Foreign Exchange outgo 0.64 1.17
3) AUDIT COMMITTEE :
3.1. Terms of reference
The terms of reference of the Audit Committee are as per the guidelines set out in the listing agreement with the
Stock Exchanges read with Section 292A of the Companies Act. These broadly include approval of annual internal
audit plan, review of financial reporting systems, internal control systems, ensuring compliance with regulatory
guidelines, discussions on quarterly, half yearly and annual financial results, interaction with statutory, internal & cost
auditors, recommendation for appointment of statutory and cost auditors and their remuneration. In addition to the
above, the committee also reviews the following:
(a) Managements Discussions and Analysis of Companys operations,
(b) Periodical Internal Audit Reports,
(c) Letters of Statutory Auditors to management on internal control weakness, if any,
(d) Appointment, removal and terms of remuneration of Chief Internal Auditor,
During the year, 4 meetings of the audit committee were held on 30.04.2009, 30.07.2009, 31.10.2009 and 30.01.2010.
The composition of committee and attendance are as under:
Mr. M. A. Rajangam 4
To decide the revision in remuneration of the Whole-time Director and payment of commission to them within the
limits sanctioned by the shareholders.
The remuneration to the Whole-time Directors are decided on the basis of following broad criteria:-
a) Industry trend
b) Remuneration package in other comparable Corporates.
4.2. Composition, Meetings and attendance:
Mr. M. A. Rajangam 1
The remuneration paid to executive directors is in accordance with the provision of schedule XIII of the Companies
Act, 1956. The non-executive directors have not been paid any sitting fees for attending the Board Meeting. The
Company so far has not issued any stock options to Executive/ Non-Executive/Independent Directors.
5) SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE
5.1. Terms of reference:
The Committee oversees the performance of the Registrars and Transfer Agents and recommends measures to
improve the level of investor services. The Company has authorized the Committee to approve the share transfers.
The Board had designated Mr. Subhabrata Sudhansu Datta as the Compliance Officer, who is overseeing the
investors grievances.
The company has received twelve complaints during the year ended on 31st March, 2010. Seven complaints have
been resolved and five complaints are pending. All transfer of shares have been processed on time.
Four meetings were held during the year on 30.04.2009, 30.07.2009, 31.10.2009 and 30.01.2010.
The Company had constituted Shareholders/Investors Grievance Committee comprising of ;
Mr. M. A. Rajangam 4
28th September, 2007 6, Sanjay Mittal Estate,Bldg. No.2, 11.00 A.M. Nil
Andheri-Kurla Road,Andheri (E),
Mumbai - 400 059.
30th December, 2008 Ajanta Party Hall, Sumer Nagar, 4.30. P.M. 6
Adjacent to Flyover, S. V. Road,
Borivli (West), Mumbai 400092
7) POSTAL BALLOT:
The Company has passed the following resolutions through postal ballot, for which the results were declared on 30.11.2009 :
1. Alteration of Memorandum of Association by inserting a new clause III (1A) & (1B) in the Main Object and 90(a), (b)
and (c) of Other Objects.
2. Commencement of Business for objects mentioned under sub clause 69, 74, 90(a), (b) and (c) of Clause III (C) of
Other Objects.
3. Authority to Board of Directors under section 293(1)(a) of Companies Act, 1956.
4. Authority to Board of Directors to make loans, investments and guarantees under section 372A of the Act.
8) DISCLOSURES :
(i) There were significant transactions with the related parties viz. Promoters, Directors or the Management, their
subsidiaries or relatives at prevailing market prices. Suitable disclosure as required by the Accounting Standard
(AS18) has been made in the Annual Report.
(ii) There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the company which has
potential conflict with the interests of the company at large.
(iii) No penalties or strictures have been imposed on the company by Stock Exchange or SEBI or any statutory authority
on any matter related to capital markets during the last three years.
(iv) The company has in place mechanism to inform Board Members about the Risk Assessment and Minimization
procedures and periodical reviews to ensure that risk is controlled by the Executives.
10.7 Registrar and Transfer Agents : SHAREPRO SERVICES (I) Pvt. Ltd.
Address for Investors correspondence: Sam Hita Warehousing Complex, Warehouse No. 52 & 53, Plot No. 13AB,
2nd Floor, Sakinaka, Andheri (East), Mumbai 400 072.
10.8 Share Transfer System :
Share Transfer request received in physical form are registered within 15 days from the date of receipt and Demat
request are normally confirmed within an average of 15 days from the date of receipt.
10.9 Shareholding Pattern as on 31st March, 2010
The Companys equity shares are included in the list of Companies whose scripts have been mandated by the SEBI
for settlement only in dematerialized form by all investors. The Company has signed agreements with National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to offer depository
services to its shareholders. 7674484 Equity Shares of the total number of 24940300 Equity Shares of the Company
representing 30.77% have been dematerialized as on 31/03/2010.
11) ADDRESS FOR CORRESPONDENCE WITH THE COMPANY.
Shareholders may address queries relating to their holdings to Subhabrata Sudhansu Datta, Compliance Officer at the
registered office of the Company.
Plant Locations: Not applicable
The Company has appointed an independent agency to maintain smooth relations with the investors, who give details of
all important events to the investors from time to time.
12) COMPLIANCE OFFICER:
Mr. Nitul Gosrani resigned as company secretary & compliance officer on 31.07.2010 and thereafter Subhabrata Sudhansu
Datta was appointed as Compliance Officer of the Company.
For Indo Bonito Multinational Limited
Sd/- Sd/-
S. R. Pandian Subhabrata Sudhansu Datta
Whole Time Director Director
Place : Mumbai
Date : 30th August, 2010
The compliance of conditions of Corporate Governance is the responsibility of the Companys Management. Our examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions
of Corporate Governance. 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) I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned
listing agreements.
(ii) 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.
Sd/-
S.U.Radhakrishnani
Proprietor
Membership No. 31760
Place : Mumbai
Date : 30th August, 2010
Sd/- Sd/-
S. R. Pandian Subhabrata Sudhansu Datta
Whole Time Director Director
Place : Mumbai
Date : 30th August, 2010
Annexure - C
CERTIFICATION AND DECLARATION UNDER CLAUSE 49 OF LISTING AGREEMENT
To
The Board of Directors
Indo Bonito Multinational Limited
Office No. 210, Dheeraj Heritage,
S. V. Road Milan Subway Junction,
Santacruz (West), Mumbai 400054
Dear Sirs:
Sub
Sub: Certification by the Whole Time Director on financial statements of the Company for the year ended 31st March, 2010
and declaration for affirmation to Code of Conduct of the Company.
I, S. R. Pandian, Whole Time Director of Indo-Castle Multimedia Limited certify that:
(a) I have reviewed financial statements and cash flow statements for the year and that to the best of my knowledge and
belief:
i) these statements do not contain any material 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 Companys affairs and are in compliance 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 are
fraudulent, illegal or violative of the Companys code of conduct.
(c) I accept responsibility for establishing and maintaining the internal controls for financial reporting and that I have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and I 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 I have 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 period;
ii) significant changes in accounting policies during the period and that the same have been disclosed in the notes to
the financial statements;
iii) during the year there were no instances of fraud which I have become aware. The management and its employees
have a significant role in the Companys internal control system.
Declaration as required under Clause 49 of the Listing Agreement
I hereby confirm that all Directors and Senior Management of the Company have affirmed compliance with the Code
of Conduct for the financial year ended 31st March 2010.
Sd/-
S. R. Pandian
Whole Time Director
Place : Mumbai
Date : 30th August, 2010
AUDITORS REPORT
To the Members of INDO BONITO MULTINATIONAL LTD.
I have audited the attached Balance Sheet of INDO BONITO MULTINATIONAL LTD. as at 31st March, 2010 and also the Profit
& Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the
Companys management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with auditing standards generally accepted in India. Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-
section (4A) of section 227 of the Companies Act, 1956, I have enclosed an annexure on the matters specified in paragraphs 4
& 5 of the said order.
Further to my comments in the Annexure referred to above, I report that:
1. I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the
purpose of my audit;
2. In my opinion, proper books of account as required by law have been kept by the company so far as appears from my
examination of those books;
3. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the
books of account;
4. In my opinion, the Balance Sheet and Profit & Loss account dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;
On the basis of written representations received from the directors, as on 31st March 2010, and taken on record by the
Board of Directors, I report that none of the director is disqualified as on 31st March 2010 from being appointed as a
director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;
5. In my opinion and to the best of my information and according to the explanations given to us the financial accounts give
the information as required by the Companies Act, 1956 in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:
i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;
ii. in the case of the Profit & Loss Account, of the profit for the year ended on that date; and
iii. in the case of cash flow statement, of the cash flows of the company for the year ended on that date.
Place : Mumbai
Date : 30th August, 2010
(c) In respect of such interest free loans granted, repayment of the principal amount is as stipulated.
(d) The company had taken loan from two parties covered in the registered maintained under section 301 of the
Companies Act, 1956. The maximum amount involved during the year was Rs.1034.40 lacs and the year end balance
of the loans granted to such parties was Rs.1029.40 lacs.
(e) In my opinion and according to information and explanation given to me, the rate of interest and other terms and
conditions for such loans are not prima facie prejudicial to the interest of the company.
(f) In respect of loans taken, payment of the principal amount is as stipulated and the same are interest free.
(iv) In my opinion and according to the information and explanations given to me, there are adequate internal control
procedures commensurate with size of the company and the nature of its business, for the purchase of inventory and
fixed assets and for the sale of goods and services. During the course of my audit, no major weakness has been noticed
in the internal control in respect of these areas.
(v) (a) To the best of my knowledge and belief and according to the information and explanations given to me, I am of the
opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies
Act, 1956 have been so entered.
(b) In my opinion and according to the information and explanation given to me, the transactions made in pursuance of
contracts or arrangements entered in the register maintained under section 301 of the Companies Act. 1956 and
exceeding the value of rupees five lacs in respect of any party during the year, if any, have been made at prices
which are reasonable, having regard to prevailing market prices at the relevant time where such market prices are
available.
(vi) The company has not accepted any deposits from the public hence I do not have anything to comment on that.
(vii) In my opinion and according to the information and explanation given to me, the company has an adequate internal audit
system commensurate with the size and nature of its business.
(viii) To the best of my knowledge and according to the information given to me, the Central Government has not prescribed
maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the products of the company.
(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including,
Investor Education and Protection Fund, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty,
Cess and any other statutory dues applicable to it. Subject to delay in payments of income-tax. Provident Fund and
ESIC Act is not applicable.
(xiii) In my opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause
4 (xiii) of the Order are not applicable to the company.
(xiv) (a) In my opinion and according to the information and explanation given to us, in respect of dealing/ trading in shares,
securities, debentures and other investments, the company is maintaining proper records of the transactions and
contracts and timely entries have been made therein.
(b) The shares, securities, debentures and other investments have been held by the company in its own name.
(xv) According to the information and explanations given to me, the company has given corporate guarantee for loans taken by
group companies from banks or financial institutions for financials assistance of Rs.20 crores.
(xvi) The company has not obtained any term loan from banks during the year.
(xvii) In my opinion and according to the information and explanations given to me, the funds raised by the company on short-
term basis have not been used for long-term investments, if any.
(xviii) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained
under section 301 of the Companies Act, 1956.
(xix) The company does not have issued any debentures.
(xx) The company has not raised any money through public issue during the year.
(xxi) To the best of my knowledge and belief and according to the information and explanations given to me, no fraud on or by
the company has been noticed or reported during the course of my audit.
Place : Mumbai
Date : 30th August, 2010
Place : Mumbai.
Date : 30th August, 2010
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2010
In Rupees
12 Months 12 Months
Schedule
31.03.10 31.03.09
INCOME
Sales/Income from Operations 2,512,580,890 1,403,469,768
Other Income IX 10,679,758 19,225,954
Increase/(Decrease) in Stock X (934,30,837) 4,531,086
TOTAL INCOME 2,429,829,811 1,427,226,808
EXPENDITURE
Materials Consumed (including traded goods) 2,193,970,445 1,195,590,875
Administrative,Selling & Distribution Exps XI 84,722,636 62,111,850
Interest & Financial Charges XII 77,846,678 143,838,892
Depreciation 11,007,161 10,904,284
TOTAL EXPENDITURE 2367,546,920 1,412,445,901
Place : Mumbai.
Date : 30th August, 2010
12 Months 12 Months
31.03.10 31.03.09
SCHEDULE-I
SHARE CAPITAL
Authorised Share Capital
25000000 Equity Shares of Re. 10/- each, fully paid-up. 250,000,000 250,000,000
(Previous year 25000000 Equity Shares of Rs.10/- each, fully paid-up)
250,000,000 250,000,000
Issued, Subscribed & Paid-up Capital
Equity Share Capital
24940300 Equity Shares of Re. 10/- each, fully paid-up. 249,403,000 249,403,000
(Previous year 24940300 Equity Shares of Rs.10/- each, fully paid-up)
249,403,000 249,403,000
SCHEDULE-II
RESERVE & SURPLUS
Share Premium 0 0
General Reserve 212,016 212,016
Profit & Loss Account 54,914,682 17,012,054
55,126,698 17,224,070
SCHEDULE-III
SECURED LOANS
Bill Discounting 232,528,706 0
Packing Credit 47,318,660 0
Other Loans 2,190,666 1,029,681
282,038,032 1,029,681
1. Bill Discounting and Packing Credit are secured by first charge on plant and machinery and stock and book debts
2. Other Loans are secured by first charge on vehicles or other assets acquired against them.
SCHEDULE-IV
UNSECURED LOANS
From Banks 967,784 2,452,787
Inter Corporate Deposits 220,905,423 177,599,834
Hire Purchase Loan 62,940,781 8,694,0781
284,813,988 266,993,402
1. Hire Purchase Loan was classified as secured loans upto last year; however, as the party
has waived their requiment of charge creation. The same is treated as unsecured loans from this year.
SCHEDULE-V
FIXED ASSETS (AT COST)
Depreciation
Gross Blaock Balance as Net Book As on
Total as on Balance as Value As on 31-03-2010
Assets Cost as on Additions Deductions on Additions Deductions on
31.03.2010
01-04-2009 01-04-2009 31-03-2010 01-04-2009
Land-Advance 15,000,000 0 0 15,000,000 0 0 0 0 15,000,000 15,000,000
Land-Freehold 0 16,293,557 0 16,293,557 0 0 0 0 0 16,293,557
Land-Leasehold 0 1,506,000 0 1506,000 0 0 0 0 0 1,506,000
Plant&Machinery 178,830,527 7,204,389 0 186,034,916 16,899,452 8,510,811 0 25,410,263 161,931,075 160,624,653
Computer 11,363,973 44,425 0 11,408,398 5,397,701 1,842,829 0 7,240,530 5,966,272 4167,868
Office Equipment 801,163 0 0 801,163 295,351 38,055 0 333,406 505,812 467,757
Furniture 3,115,727 30,000 0 3,145,727 1,244,626 198,175 0 1,442,801 1,871,101 1,702,926
Vehicle 3,865,473 1,855,569 0 5,721,042 696,356 417,291 0 1,113,647 3,169,117 4,607,395
Total 212,976,863 26,933,940 0 239,910,803 24,533,486 11,007,161 0 35,540,647 188,443,377 204,370,156
Previous Year 212,325,232 651,631 0 212,976,863 13,629,202 10,904,284 0 24,533,486 198,696,030 188,443,377
In Rupees
12 Months 12 Months
31.03.10 31.03.09
SCHEDULE-VI
INVESTMENTS (AT COST)
SCHEDULE-VII
CURRENT ASSETS, LOANS AND ADVANCES
SCHEDULE-VIII
CURRENT LIABILITIES AND PROVISIONS
A) Current Liabilities
Sundry Creditors 356,699,097 129,630,400
Other Liabilities 19,190,002 28,288,025
375,889,099 157,918,425
B) Provisions
Proposed Dividend 2,494,030 2,494,030
Provision For Taxation 52,485,042 36,818,642
Dividend Tax Payable 1,261,953 847,720
Provision For FBT 931,500 1,359,000
57,172,525 41,519,392
433,061,624 199,437,817
(i) The financial statements have been prepared under the historical cost convention and in accordance with the
generally accepted accounting principles.
(ii) Accounting policies not specifically referred to otherwise are consistent and in consonance with generally
accepted accounting principles.
(2) Inflation :
Assets and liabilities are recorded on historical cost to the Company. The costs are not adjusted to reflect the
changing value in the purchasing power of money.
(3) Accounting of Income/Expenditure:-
All income and expenditure items having a material bearing on the financial statements are recognized on accrual
basis except as stated otherwise. However, Dividend Income if any is accounted for on receipt basis. Sales are
inclusive of sales tax and revenue is recognized on accrual basis. Sales are inclusive of service charges. In case of
export sales, the bills are discounted and the amount realized in rupees is credited to sales account.
(4) Fixed Assets:-
Fixed Assets have been carried at historical cost, inclusive of incidental expenses, interest , less accumulated
depreciation.
(5) Depreciation:-
Depreciation has been provided on Straight Line Method on pro-rate basis at the Rates and in the manner prescribed
in Schedule XIV to the Companies Act, 1956.
(6) Inventories :
i) Finished goods are valued at lower of cost or market price.
ii) Raw materials, stores and spare parts are valued at cost.
iii) Cost of inventory is generally on actual acquisition cost based on FIFO method.
(7) Investments:-
(3) In the opinion of the Board, unless otherwise stated in the Balance Sheet and schedules attached thereto, the
current assets and loans and advances as stated in the Balance Sheet are approximately of the value realizable in the
ordinary course of business and provision for all known liabilities for the year has been made in the books of account
of the Company.
(5) Contingent liabilities of Rs 62.23 crores includes contractual obligations of the company as per the agreements with
its sundry debtors.(Previous Year Rs 90 crores) and disputed Income Tax Demand Rs.4.09 crores (Previous Year Rs.
Nil).
(6) There are no dues outstanding for more than 30 days in respect of transactions with small scale industrial undertakings.
(7) Deferred Taxation : The company has provided for deferred tax Liability of Rs. 27,05,600/- (Previous Year Rs.30,25,000/-).
(8) Interest and financial charges include bank charges ,service charges ,and bill discounting charges payable to banks
and interest on unsecured loans, car loans and interest on packing credit.
(9) Disclosure as required by the AS-18 on Related Party disclosure:
I Related Party Disclosures, as required by Accounting Standard 18, Related Party Disclosures, issued by the
Institute of Chartered Accountants of India are given below :
Subsidiary Companies where control exists Nil
Group Companies where common control exists Scarlet International Pvt Ltd
Kare Labs Pvt Ltd
Relatives of Key Management Personnel Nil
(10) SEGMENT INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2010
The Company has dealt mainly and substantially in the segment of Gold Jewellery Business, which is its primary segment.
Hence, information required by AS-17 is not applicable in the opinion of the Board, however for better disclosure the
company has analyzed its activities in two segments viz. gold jewellery business and other business.
(A) Segment Revenue Results: Rs. in Lacs
(11) Additional information pursuant to part II of schedule VI to the Companies Act, 1956:-
2009-10 2008-09
(13) Unclaimed dividends as on 31/03/2010 for FY 2007-08 is Rs.1,06,373/- and for FY 2008-09 Rs.55,216/- (Previous Year for FY
2007-08 Rs.1,23,949/-).
(14) Sundry debtors includes bills discounted with banks.
Materials
Other Materials 09-10 MT 1503 1,800,059 34634 38,690,944 27804 23,391,182 8333 17,099,821
Finished Goods
(Including Traded
Goods)
Gold Jewellery
Diamond 09-10 CARAT 0 0 307025 1,814,418,402 303356 1,909,720,704 3669 22,255,332
Other Products 09-10 MT 8524 148,186,348 37927 170,571,520 42032 386,003,956 4419 32,500,179
NOTES :
1. Other Products includes building materials, dry-mix plaster, mobiles, agro products, blocks and pavers, wooden floorings.
2. Other materials includes cement, sand and allied chemicals.
3. Production of dry-mix plaster and chiknaputty was 20865MT during the year
Application of Funds
Net Fixed Assets (Including capital 2 9 7 3 9 1 Investments 2 7 1 7 2
work in progress)
Net Current Assets 5 6 0 8 4 4 Misc. Expenditure 7 4 0
(to the extent not written off or adjusted)
Profit & Loss Account N I L
PROXY FORM
PROXY
INDO BONITO MULTINATIONAL LIMITED
Regd Off: Office No. 210, Dheeraj Heritage, S. V. Road Milan Subway Junction, Santacruz (West), Mumbai 400054
ATTENDANCE SLIP
TTENDANCE
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL
Member/Proxy..........................................................................................................................................................................................
(First) (Middle) (Surname)
I hereby record my presence at the Sixteenth Annual General Meeting of the Company held on Thursday, the 30th September
2010 at Pride Hotel, Opp. Greens Restaurant, Next to Citi Bank, Off Link Road, Chincholi Bunder, Malad (West),
Mumbai 400064 at 04.30 p.m.
_________________________________________
(Signature of Member/Proxy)