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1 | Page NOTICE NOTICE is hereby given that the Forty Eighth Annual General Meeting of Indo-American Chamber of Commerce will be held on Wednesday, September 27, 2017 at 10.30 a.m. at the Rooftop Rendezvous, Taj Mahal Palace, Mumbai to transact the following business:- ORDINARY BUSINESS: 1. To consider and adopt the report of the Executive Council (EC) and the Audited Statements of Accounts for the Financial Year ended March 31, 2017. 2. To elect Members to the Executive Council in accordance with the Articles of Association of the Chamber, in place of members who have retired by rotation. The Nomination Committee has nominated the members for election to the EC, Regional Councils and Branch Committees for the year 2017-18. The list of members nominated by Nomination Committee is attached as Annexure A. No additional candidates have been nominated as per Article 44 (f). SPECIAL BUSINESS: 3. Appointment of Auditors to fill Casual Vacancy: To appoint Auditors of the Company and to fix their remuneration and if thought fit, to pass with or without modification, as Ordinary Resolution RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), M/s. Shah Gupta & Co., Chartered Accountants, Mumbai (Firm Registration No.: 109574W) be and is hereby appointed as Statutory Auditor of the Company in place of M/s. M P Chitale & Co., Chartered Accountants, Mumbai (Firm Registration No.: 101851W), the Statutory Auditor, to hold office for a period of five years, from the conclusion of this Annual General Meeting until the conclusion of the 53 rd Annual General Meeting of the Company, subject to ratification by the Members at every Annual General Meeting, at such remuneration as applicable and reimbursement of out-of pocket expenses in connection with the audit as the Executive Council members may fix in this behalf.

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1 | P a g e

NOTICE

NOTICE is hereby given that the Forty Eighth Annual General Meeting of Indo-American

Chamber of Commerce will be held on Wednesday, September 27, 2017 at 10.30 a.m. at the

Rooftop Rendezvous, Taj Mahal Palace, Mumbai to transact the following business:-

ORDINARY BUSINESS:

1. To consider and adopt the report of the Executive Council (EC) and the Audited

Statements of Accounts for the Financial Year ended March 31, 2017.

2. To elect Members to the Executive Council in accordance with the Articles of

Association of the Chamber, in place of members who have retired by rotation. The

Nomination Committee has nominated the members for election to the EC, Regional

Councils and Branch Committees for the year 2017-18. The list of members nominated

by Nomination Committee is attached as Annexure A”.

No additional candidates have been nominated as per Article 44 (f).

SPECIAL BUSINESS:

3. Appointment of Auditors to fill Casual Vacancy:

To appoint Auditors of the Company and to fix their remuneration and if thought fit,

to pass with or without modification, as Ordinary Resolution

RESOLVED THAT pursuant to the provisions of Section 139 and other applicable

provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors)

Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the

time being in force), M/s. Shah Gupta & Co., Chartered Accountants, Mumbai (Firm

Registration No.: 109574W) be and is hereby appointed as Statutory Auditor of the

Company in place of M/s. M P Chitale & Co., Chartered Accountants, Mumbai (Firm

Registration No.: 101851W), the Statutory Auditor, to hold office for a period of five

years, from the conclusion of this Annual General Meeting until the conclusion of the

53rd

Annual General Meeting of the Company, subject to ratification by the Members at

every Annual General Meeting, at such remuneration as applicable and reimbursement

of out-of pocket expenses in connection with the audit as the Executive Council

members may fix in this behalf.

2 | P a g e

4. Adoption of new set of Articles of Association:

To consider and if thought fit, to pass the following resolution with or without

modification as Special Resolution:

RESOLVED THAT pursuant to provisions of Section 14 of the Companies Act, 2013 read

with Companies (Incorporation) Rules, 2014 (including any statutory modification or re-

enactment thereof for the time being in force), and any other applicable provisions, if

any, the draft Articles of Association as approved by the Executive Council members (as

attached herewith) be and is hereby approved, subject to the approval of Registrar of

Companies.

RESOLVED FURTHER THAT any of the Executive Council members be and is hereby

authorized to do all such acts, deeds and things as may be necessary or incidental to

give effect to the aforesaid resolution.

By Order of Executive Council

For Indo-American Chamber of Commerce

Atul Vyas

Acting Secretary General

Date: 02.09.2017

Place: Chennai

Registered Office:

Indo-American Chamber of Commerce

1C Vulcan Insurance Bldg Veer Narikman Road, Mumbai-400020

CIN: U74999MH1968GAP014120

3 | P a g e

NOTES:

1. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013,

relating to Special Business to be transacted at the Annual general meeting, is annexed

hereto.

2. If at the expiration of half an hour from the time appointed for holding a General Meeting, a

quorum is not present, the meeting shall stand adjourned to the same day and in the next

week at the same time and place, or to such other day and at such other time and place as

the Executive Council may determine, and if at such adjourned meeting a quorum is not

present at the expiration of half an hour from the time appointed for holding the meeting,

the Members present and entitled to vote shall be a quorum, and may transact the business

for which the meeting was called.

3. The instrument appointing a proxy shall be in writing under the hand of the appointer or of

his attorney duly authorised in writing.

4. Corporate Members intending to send their authorized representatives to attend the

Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the

Chamber, a certified copy of the relevant Board Resolution together with their respective

specimen signatures authorizing their representative(s) to attend and vote on their behalf

at the Meeting.

5. A member entitled to attend and vote at the meeting shall be entitled to appoint a proxy

to attend the meeting and the proxy need to be a member of the Chamber.

6. Proxies in order to be valid must be deposited at the registered office of the Chamber not

less than forty-eight hours before the time for holding the meeting.

7. All the documents (including the draft of the amended Articles of Association) referred to in

the accompanying Notice are open for inspection at the registered Office of the Company

on all working days between 11.00 A.M to 5.00 P.M up to the date of AGM.

8. The Register of Directors and the Register of Contracts and Arrangements maintained under

Sections 170 and 189 of the Companies Act, 2013 respectively are available for inspection at

the registered office of the Company during business hours between 11.00 A.M. to 5.00 P.

M. except on holidays and will be made available for inspection at the venue of the

meeting.

9. Members are requested to bring duly filled in attendance slip along with their copy of

Annual Report to the Meeting.

4 | P a g e

EXPLANATORY STATEMENT

(Pursuant to the provisions of Section 102 of the Companies Act, 2013)

Item No. 3: Appointment of Auditor to fill Casual Vacancy

Members of the Chamber are hereby informed that the Executive Council members in their

meeting held on September 02, 2017 at Chennai took note of the Resignation Letter

received from M/s. M/P Chitale & Co., regarding their unwillingness to continue as

Statutory Auditor. The causal vacancy being created, the EC members in the same meeting

approved the appointment of M/s. Shah Gupta & Co, Chartered Accountants bearing firm

Registration No. 109574W subject to approval by members of Chamber.

The Company has received the consent letter from M/s. Shah Gupta & Co, Chartered

Accountants.

Item No. 4: Adoption of new set of Articles of Association

Executive Council in its meetings held on May 06, 2017 & July 08, 2017 at Kolkata and

Bangalore respectively approved the amended draft of Articles of Association of the

Chamber (attached as Annexure B”). The purpose of amendment is to bring the Articles of

Association of the Chamber in line with the requirement of the Companies Act, 2013 and

efficiency.

Being a Section 8 Company, the Chamber is required to obtain the approval of the Registrar

of Companies (ROC) for amending the Articles of Association.

The necessary application has been filed with the ROC.

5 | P a g e

ANNEXURE A

NOMINATION RECEIVED FOR EC BY NOMINATION COMMITTEE FOR THE YEAR 2017 – 18

Ms. Manjula Chawla EC Member was nominated in place of vacancy due to resignation

of Mr. Baljit Sobti.

One EC Member Position is still vacant in place of vacancy of Mr. K Padma Kumar.

One EC Member Position is still vacant in place of vacancy due to resignation of Mr.

Vinay Kumar.

Mr. Suresh Kotak has been nominated as EC Member from WIC and Ms. Madhulika

Gupta (from WIC) has resigned as EC Member.

Mr. C. Suresh Reddy EC Member retires by rotation and has been re-nominated as EC

Member from SIC.

Mr. N. Ramachandran has been nominated as EC Member from SIC.

Dr. Manohar has been nominated as EC Member from SIC.

Mr. Tarun Khushalani has been nominated as EC Member from SIC.

Mr. Rajesh Rathi has been nominated as EC Member from SIC.

Ms. Rajyalakshmi Rao retires as a Co-opted EC Member from WIC and is nominated as

EC Member from WIC.

Mr. Naushad Panjwanihas been nominated as EC Member from WIC

Mr. Raghavendra Ponkshe EC Member retires by rotation and has been re-nominated as

EC Member from WIC.

Mr. Prashant Krishnan EC Member retires by rotation and has been re-nominated as EC

Member from WIC.

Mr. Pankaj Bohra EC Member retires by rotation and has been re-nominated as EC

Member from WIC.

Mr. Ahsan Khan Co-opted EC Member, NIC has been re-nominated as Co-opted EC

Member for one year (2017-18) from NIC.

Mr. Sudipta Dashas been nominated as Co-opted EC Member for one year (2017-18)

from EIC

Mr. Jaimin Shahhas been nominated as Co-opted EC Member for one year (2017-18)

from WIC

Mr. R B V V Narasimha Rajuex-officio Member (Regional President SIC) has been

nominated as Co-opted EC Member for one year (2017-18) from SIC

*One Co-opted EC Member position is still Vacant from SIC.

6 | P a g e

Nominated Executive Council Members FY 2017-18:

NIC: 1. Dr. Lalit Bhasin

2. Dr. Prasad Medury

3. Mr.Sanjay Mehta

4. Mr. S K Sarkar

5. Mr.Asoke Laha

6. Ms. Manjula Chawla

SIC: 7. Ms. Priya Chetty-Rajagopal

8. Mr. Ravi Vishnu

9. Mr. S Purnachandra Rao

10. Dr. Sankaran P. Raghunathan

11. Mr. S. Ravi Shankar

12. Mr. T.N. Venkatanarayanan

13. Mr. C. Suresh Reddy

14. Mr. N. Ramachandran

15. Dr. Manohar

16. Mr.TarunKhushalani

17. Mr. Rajesh Rathi

18. Vacant

19. Vacant

WIC:

20. Mr. Sunder Advani

21. Mr. Suresh Kotak

22. Mr. Nanik Rupani

23. Ms. Rajyalakshmi Rao

24. Mr. NaushadPanjwani

25. Mr. Raghavendra Ponkshe

26. Mr. Prashant Krishnan

27. Mr. Pankaj Bohra

EIC: 28. Mr. Vasant Subramanyan

29. Mr. S D Mookherjea

30. Mr. R N Ghosal

Co-opted Members: 1. Mr. Ahsan Khan

2. Mr.Sudipta Das

3. Mr. Jaimin Shah

4. Mr. R B V VNarasimha Raju

5. Vacant

7 | P a g e

Nominated Regional Council Members FY 2017-18:

Sr. No. EIC- RC

1 Mr. PrabirDasgupta

2 Mr. Basant Kumar Nahata

3 Mr. Anil Vaswani

4 Mr. SubrataTalukdar

5 Mr. Anindya Dey

6 Mr. RajibBasu

7 Mr. S P Mukherjee

8 Mr. DhruvBhalla

9 Mr. Sandip Banerjee

10 Mr. Ashish Chhawchharia

11 Mr. B L Chandak

12 Mr. Vinod Kumar Jain

Co-opted Members:

13 Mr. Dibyalok Pattnaik

14 Mr. Shoolpani Singh

15 Mr. Mahabir Prasad Jalan

Sr. No. WIC-RC

1 Ms. Madhulika Gupta

2 Mr. Naushad Panjwani

3 Mr. Suresh Kotak

4 Ms. Poorvi Chothani

5 Ms. Madhavi Vora

6 Mr. S.D. Israni

7 Mr. Gautam Trivedi

8 Mr. Dilip Dandekar

9 Mr. Manoj Gursahani

10 Mr. Kaushal Mehta

11 Mr. Samir Shah

12 Mr. DeveshHingorani

13 Mr. Prashant Pansare

14 Mr. Arvind Jolly

15 Mr. NinadKarpe

16 Mr. Saurabh Sonawala

Sr. No. NIC - RC

1 Mr. Yash Kansal

2 Mr. Aseem Chawla

3 Mr. Raman Roy

8 | P a g e

4 Ms.ArunaSethi

5 Ms. Rita Singh

6 Ms.Preetha Nair

7 Ms.RinkiDhingra

8 Mr. Gurnam Arora

9 Mr. Ashish Wig

10 Mr. Sanjiv Bali

11 Mr. Arun Karna

12 Mr. Manoj K Singh

Sr. No. SIC- RC

1 Mr.Chander K Baljee

2 Mr.KannattSurendran

3 Mr. ManpreetSachdev

4 Mr. SPurnachandra Rao

5 Mr. Madan Mohan Reddy

6 Mr. ChandrajitNarra

7 Mr. B. Hariharan

8 Mr. A. Sekhar

9 Mr. H.E. Abdul Azeez

10 Mr. ShamilBicha

11 Mr. S. Ramprasad

12 Mr. M. N. Padmanabhan

Co-opted Members:

1 Mr. Rakesh Prabhu

2 Ms. Suja Isaac

9 | P a g e

Nominated Branch Committee Members FY 2017-18:

Sr. No. AP&TS Branch Committee

1 Mr. VijayasaiMeka

2 Mr. Vasudeva Rao Devaki

3 Mr. CH. RajagopalChoudary

4 Mr. B. Prabhakar Rao

5 Mr. MerlaMuralidhar

6 Mr. B. Srikanth

7 Mr. Y. Sairam

8 Mr. J Ravikanth Reddy

9 Mr. Ramakrishna Dasari

10 Mr. V. V. S. N. Raju

11 Mr. RamkumarRudrabhatla

12 Mr. Pattabi Rama Rao

Sr. No. Karnataka Branch Committee

1 Mr. Jatin Khanna

2 Mr. Mohan Rajamane

3 Mr. Deepak Visweswaraiah

4 Mr. Puneet Jain

5 Mr. VikramMangharam

6 Mr. F.R. Singhvi

7 Mr. Nagaraj Murthy

8 Mr. Prasanna Kumar

9 Mr. PanishHangal

10 Mr. Utkarsh Rai

11 Ms. Shivani Kapoor

12 Mrs. Sangeeta Kulkarni

Sr. No. Kerala Branch Committee 1 Mr. P. Ravindranath

2 Mr. Ambarish U. Saraf

3 Mr. Sajiv K. Menon

4 Mr. Anil Krishna

5 Mr. Algiers Khalid

6 Dr. Devika Menon

7 Mr. Riyaz U.C.

8 Mr. Mukund Krishna

9 Mr. C.R. Rajagopal

10 Mr. Issac Alexander

11 Mr. SambhuNamboodiri

12 Mr. Abraham George

Sr. No. Tamil Nadu Branch Committee 1 Mr. A. Sakthivel

2 Mr. S. Sundarram

3 Mr. K. Ramasamy

4 Mr. SriramSubramanya

5 Mr. S. Abhaya Kumar

10 | P a g e

6 Ms. SavithaKesavJagadeesan

7 Mr. Arun Miranda

8 Mr. P. Kaniappan

9 Mr. J. Jayaseelan

10 Mr. P. Kailas

11 Mr. V.N.Parthasarathy

Sr. No. Gujarat Branch Committee

1 Mr. SudhirNaik

2 Mr. Narendra Patel

3 Mr. RohitChoksi

4 Mr. Kaushik Patel

5 Mr. BaijuThakar

6 Mr. Dinesh Daga

7 Mr. Nitin Patel

8 Mr. Samir Patel

9 Mr. Shailesh Goyal

10 Mr. Kirtan Jani

11 Mr. Anish Mehta

12 Mr. Hitesh Gauswami

Sr. No. Pune Branch Committee

1 Mr. Ashutosh Parasnis

2 Mr. DeveshHingorani

3 Mr. NinadPanse

4 Ms. RujutaJagtap

5 Mr. VinitDeo

6 Mr. S Ramprasad

7 Mr. SohanShirgaokar

8 Mr. DevendraDeshmukh

9 Mr. Rajesh Wazarkar

10 Mr. Nitin Chalke

11 Mr. Nitin Deshpande

12 Mr.JuzerMiyajiwala

Sr. No. Varanasi Branch Committee 1 Mr. Vinay Kumar Shukla

2 Mr. R.K. Goel

3 Mr. Shubrato Kumar Paul

4 Mr. Bharat Kumar Agrawal

5 Mrs. Anita Dey

6 Mr. Jai Prakash Mundra

7 Mr. Sahil Garg

8 Mr. Alok Kumar Baranwal

9 Mr. Saurabh Shah

10 CA SudeshnaBasu

11 Mr. Shrey Khanna

12 Mr. Vinay Jaiswal

New set of Articles adopted vide Special Resolution passed at the Annual General Meeting of the

Chamber held on_______ day of _______ 2017.

ARTICLES OF ASSOCIATION

OF

THE INDO-AMERICAN CHAMBER OF COMMERCE

(CIN: U74999MH1968GAP014120)

New set of Articles adopted vide Special Resolution passed at the Annual General Meeting of the

Chamber held on_______ day of _______ 2017.

Interpretation

(1) In these regulations—

(a) Act means the Companies Act, 2013;

(b) Chamber means The Indo-American Chamber of Commerce incorporated under

Section 25 of the Companies Act, 1956;

(c) Executive Council means the all-India Council of the Chamber for the time being

elected in the manner prescribed by these Articles;

(d) Region means such State or States of India or parts thereof, as Executive Council may

from time to time determine to constitute into a Region;

(e) Regional Council means the Council of the Chamber in a region of India for the time

being elected in the manner prescribed by these Articles;

(f) Branch means such area or areas within a region as the Executive Council from time to

time may determine to constitute into a Branch;

(g) Branch Committee means the Committee of a Branch for the time being elected in the

manner prescribed by these Articles;

(h) General Meeting means a General Meeting of all the Members of the Chamber held in

accordance with the provisions of the Act;

(i) Member means a Member of the Chamber for the time being;

(j) President means the president of the Chamber for the time being;

(k) Regional President means the President of a Regional Council for the time being;

(l) Seal means the common seal of the Chamber;

(m) Secretary shall include the Executive Secretary, Secretary, Deputy Secretary and

Assistant Secretaries for the time being of the Chamber.

(2) Unless the context otherwise requires, words or expressions contained in these

regulations shall have the same meaning as in the Act or any statutory modification thereof

in force at the date at which these regulations become binding on the Chamber.

Members

(3)(a) For the purpose of registration the number of Members of the Chamber shall be

limited to 1,000 but the Executive Council may from time to time register an increase in the

number of Members.

(b)The Chamber shall have the following classes of Members:

- Ordinary Members;

- Additional Members;

- Association Members;

- Honorary Members;

- Patron Members.

New set of Articles adopted vide Special Resolution passed at the Annual General Meeting of the

Chamber held on_______ day of _______ 2017.

Resignation of Members

(4)Any Member may resign from membership of the Chamber Provided that not less than

one month’s notice is given in writing to the Secretary of his or its intention to do so.

Expulsion of Members

(5)A majority of 3/4th

of the Members entitled to vote and voted as per the provisions of Act

at an Annual or Extra Ordinary General Meeting of the Chamber may by a resolution expel

any Member.

General Meetings

(6) The General Meetings of the Chamber shall be of twokinds namely:

(a) Annual General Meetings

(b) Extraordinary General Meetings

All General Meetings other than Annual General Meetings shall be called Extraordinary

General Meetings.

Annual General Meeting

(7) The Chamber shall ineach year hold a General Meeting as its Annual General Meeting in

addition to any other meetings in that year and shall specify the meeting as such in the

notices calling it; and not more than 15 months shall elapse between thedate of one Annual

General Meeting of the Chamber andthat of the next. The Annual General Meeting shall be

heldat such time and place as may be decided upon beforehand by the Executive Council

having regard to the directions if any, given in this regard by the Chamber in General

Meeting.

Extraordinary General Meeting

(8) The Executive Council may, whenever it thinks fit call anExtraordinary General Meeting.

If at any time there are not within India, Members of the Executive Council capable of acting

who are sufficient in number to form a quorum, any Member of the Executive Council may

call anExtraordinary General Meeting in the same manner as nearly as possible, as that in

which such a meeting may be called by the Executive Council at such time and place as he

may determine.

New set of Articles adopted vide Special Resolution passed at the Annual General Meeting of the

Chamber held on_______ day of _______ 2017.

Proceedings at General Meetings

(9)(a) No business shall be transacted at any general meeting unless a quorum of members

is present at the time when the meeting proceeds to business.

(b)Save as otherwise provided herein, the quorum for the general meetings shall be as

provided in section 103 of the Act.

(c) The President shall be entitled to take the chair at every General Meeting. If there is no

such President or if at any Meeting he shall not be present within 15 minutes of the time

appointed for holding such meeting, one of the Executive Vice Presidents shall be the

Chairman and if there is no President and any of the Executive Vice Presidents, the

Members present and entitled to vote shall elect another Member of the Executive Council

as Chairman and if no Member of The Executive Council be present or if all the Members Of

the Executive Council present decline to take the Chair then the members present and

entitled to vote shall elect one of the members to be Chairman.

Adjournment of the General Meeting

10. (a) The Chairman may, with the consent of any meeting at which a quorum is present,

and shall, if so directed by the meeting, adjourn the meeting from time to time and from

place to place.

(b) No business shall be transacted at any adjourned meeting other than the business left

unfinished at the meeting from which the adjournment took place.

(c) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting

shall be given as in the case of an original meeting.

(d) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to

give any notice of an adjournment or of the business to be transacted at an adjourned

meeting.

Executive Council

11. The business of the Chamber shall be managed by the Executive Council which shall be

entitled to exercise all such powers of the Chamber and do all such acts and things as

required.

New set of Articles adopted vide Special Resolution passed at the Annual General Meeting of the

Chamber held on_______ day of _______ 2017.

The First Members of the Executive Council were:

Mr. S. L. Kirloskar

Mr. A.M.M. Arunachalam

Mr. E.G.A. Bathon

Mr. J.J. Bhabha

Mr. R.E.O Carey

Mr. Maxwell Collins

Mr. E.F. Gerold, Jr.

Mr. Vaungham C. Hill

Mr. Ambalal Kilachand

Mr. Harish Mahindra

Mr. K.S. Narayanan

Mr. H.P. Nandu

Mr. V.P. Punj

Mr. F.F. Richardson

Mr. Keith C. Roy

Mr. John O. Sims

Mr. Navroz B. Vakil

Proceedings of the Executive Council Meetings

12. (a) The Executive Council may meet for the conduct of business, adjourn and otherwise

regulate its meetings, as it thinks fit.

(b) Save as otherwise expressly provided in the Act, questions arising at any Executive

Council meeting shall be decided by a majority of votes.

(c) In case of an equality of votes, the President, shall have a second or casting vote.

(d) The Executive Council may, delegate any of its powers to committees consisting of such

member or members of its body as it thinks fit.

(e) The Quorum of the Executive Council meeting shall be as per the provisions of the Act.

Vacation of Office of Executive Council Member

13.The Executive Council Member shall attend at least 3 Executive Council Meetings

physically out of a minimum of 6 Executive Council Meetings in a Presidential term and the

said vacancy shall be filled by a person other than the one vacated.

New set of Articles adopted vide Special Resolution passed at the Annual General Meeting of the

Chamber held on_______ day of _______ 2017.

One Person One Post

14. No Member of the Executive Council shall hold more than one position in the Chamber,

at the same time.

Explanation: Position shall mean holding a post simultaneously in Executive Council/

Region/Branch/Desk.

PROCEEDINGS OF EXECUTIVE COUNCIL/ REGIONAL COUNCIL/ BRANCH COMMITTEE

Meetings of Executive Council/ Regional Council, and Branch Committee

15. The Executive Council, a Regional Council and a BranchCommittee may meet for the

dispatch of business,adjourn and otherwise regulate their meetings as per the following

clauses.

When meetings to be convened

16. Not less than 20 per cent of the Members of theExecutive Council for the time being and

not less than10 per cent of the Members of a Regional Council or aBranch Committee for

the time being as the case maybe, may at any time and the Secretary upon therequest of

such members, shall convene a Meeting ofthe Executive Council, a Regional Council or a

BranchCommittee, as the case may be, by giving a notice inwriting to every Member of the

Executive Council, or aRegional Council or a Branch Committee as the casemay be, for the

time being in India at his usual addressin India.

Quorum

17. One-fourth of the total strength of the ExecutiveCouncil or a Regional Council or a

Branch Committee ortwo members, whichever is higher shall form a quorumfor the

transaction of business of the Executive Council,or a Regional Council or a Branch

Committee as thecase may be. If a meeting of the Executive Council, ora Regional Council or

a Branch Committee cannot beheld for want of quorum then Section 174 of the Act shall not

apply and the meeting shall stand dissolved.

Questions at meetings howdecided

18. Questions arising at any meeting of the ExecutiveCouncil, or a Regional Council or a

Branch Committee,shall be decided by a majority of votes. In case of anequality of votes the

Chairman of the meeting shall have a second or casting vote.

New set of Articles adopted vide Special Resolution passed at the Annual General Meeting of the

Chamber held on_______ day of _______ 2017.

Powers of Executive Council, Regional Council& Branch Committee Meetings

19. A meeting of the Executive Council, or a RegionalCouncil or a Branch Committee at

which a quorum ispresent shall be competent to exercise all or any of thepowers,

authorities and discretions which by theArticles are for the time being vested in or

exercisableby the Executive Council, a Regional Council or aBranch Committee.

Powers of Delegation

20. (a) The Executive Council may delegate any of itspowers to a Committee or Committees

of the ExecutiveCouncil consisting of such members of its body as itthinks fit and it may

from time to time revoke suchdelegation and discharge any such Committee of the

Executive Council either wholly or in part, but everyCommittee of the Executive Council so

formed shall inthe exercise of the powers so delegated conform to anyregulations that may

from time to time be imposed onit by the Executive Council. All acts done by any

suchCommittee of the Executive Council in conformity withsuch regulations and in

fulfillment of thepurposes oftheir appointment shall have the like force and effect as if done

by the Executive Council.

(b) A Regional Council and a Branch Committee shallhave mutatis mutandis the same

powers ofdelegation as the Executive Council.

Meetings ofCommittee how tobe governed

21. The meetings and proceedings of any such Committeeof the Executive Council or a

Regional Council or aBranch Committee consisting of two or more Membersshall be

governed by the provisions herein containedfor regulating the Meetings and proceedings of

theExecutive Council or a Regional Council or BranchCommittee as the case may be so far as

the same areapplicable thereto and are not superseded by anyregulations made by the

Executive Council or aRegional Council or a Branch Committee as the casemay be under the

last preceding Article.

Resolution by Circular

22. A resolution shall be as valid and effectual as if it hadbeen passed at a meeting of the

Executive Council, or aRegional Council or a Branch Committee or a committeeof the

Executive Council, or a Regional Council or aBranch Committee as the case may be, duly

called andconstituted if a draft thereof in writing has been circulated together with the

necessary papers if any, toall the Members of the Executive Council, or theRegional Council

or the Branch Committee or anyCommittee thereof respectively as the case may be,then in

India not being less in number than the quorumfixed for a meeting of the Executive Council

New set of Articles adopted vide Special Resolution passed at the Annual General Meeting of the

Chamber held on_______ day of _______ 2017.

or aRegional Council or a Branch Committee or aCommittee at their respective usual

addresses in India,and has been approved by such of them, as are then inIndia or by a

majority of such of them as are entitled tovote on the resolution.

Acts of ExecutiveCouncil orRegional Council or BranchCommittee orCommittee valid

notwithstandingsubsequentlydiscovered defectin appointment

23. All acts done by any meeting of the Executive Councilor a Regional Council or a Branch

Committee or by acommittee thereof, or by any person acting as aMember thereof shall,

notwithstanding that it shall afterwards be discovered that there was some defect in the

appointment or continuance in office of any suchmember or persons acting as aforesaid or

that they orany of them were disqualified or had vacated office orwere not entitled to vote

or that the appointment of anyof them had been terminated by virtue of any

provisioncontained in the Act or in these articles, be as valid asif every such person had

been duly appointed or hadduly continued in office or was qualified or hadcontinued to be

such member or had been entitled tovote or his appointment had not been

terminated;provided that nothing in this Article shall be deemed togive validity to any act

done by a Member of theExecutive Council or a Regional Council or a BranchCommittee

after his appointment has been shown toThe Chamber to be invalid or to have terminated.

Minutes to be conclusive evidence

24. Minutes of any meeting of the Executive Council or aRegional Council or a Branch

Committee or anyCommittee of the Executive Council or a RegionalCouncil or a Branch

Committee if purporting to be signed by the Chairman as the case may be of suchMeeting or

by the Chairman of the next succeeding meeting, shall be conclusive evidence of the

proceedings recorded therein.

Election of Executive Council/Regional Council/Branch Committee

The Electorate

25. (a) All Members of the Chamber having a right to vote shall be entitled to vote at

elections of the members to the Executive Council. Only members who have the right to

vote and are resident in the Region and/or in a Branch or Branches, if any within a Region,

to whose Council elections are to be held shall be entitled to vote at elections of members

to the concerned Regional Council. Only members who have the right to vote and are

resident in the Branch to whose Committee elections are to be held shall be entitled to vote

atelections of members to the Branch Committee.

New set of Articles adopted vide Special Resolution passed at the Annual General Meeting of the

Chamber held on_______ day of _______ 2017.

(b) For the purpose of this Article; a Member being a Firm, association or corporation shall

be deemed toreside at the place where the person nominated by it is ordinarily resides or in

the absence of such nomination, at the place where it has its principal place of business or

registered office.

The Candidates

26. The election of the members to the Executive Council, the Regional Councils and the

Branch Committees, shall be from amongst the candidates nominated in themanner

hereinafter specified:

(a) There shall be a Nominating Committee consisting of the President and the Executive

Vice-Presidents of the Chamber and all the Regional Presidents for the timebeing.

(b) Not later than one month before the date on which the notice of the Annual General

Meeting is to be sent out, the Nominating Committee shall nominate a number of persons

not being less than the number of seats to be filled on the Executive Council of the

Chamber, after obtaining theconsent of the persons to be nominated.

(c) The Nominating Committee shall nominate a number ofpersons not being less than the

number of seats to befilled on the Regional Council or Branch Committee asthe case may

be, after obtaining the consent of the persons to be nominated.

(d) The persons to be nominated as above shall be selected, in the case of elections to the

Executive Council, fromamongst all the Ordinary Members of the Chamber and,in the case

of elections to the Regional Council orBranch Committee, from amongst the members who

areResident in the Region or Branch to whose Council orBranch the election is to be held.

(e) A list of members nominated by the NominatingCommittee shall be circulated, in the

case of electionsto the Executive Council, to all the members of theChamber, not less than

21 days before the date onwhich the notice of the next annual general meeting isto be sent

out; and in the case of elections to a RegionalCouncil or a Branch Committee, to the

members residentin the region or branch for whose Council/committee theelection is to be

held.

(f) The members to whom the aforesaid list is circulatedmay within seven days from the

date on which such listis circulated, nominate any additional candidates forsuch elections,

provided that such additional candidateshave given their consent in writing, and are

proposedand seconded by Ordinary Members of the Chamber and seconded by Ordinary

Members of the Chamberwith not less than five years standing, and providedfurther that no

Ordinary Member shall propose and/orsecond more than two additional candidates in any

New set of Articles adopted vide Special Resolution passed at the Annual General Meeting of the

Chamber held on_______ day of _______ 2017.

oneelection. The list of such additional candidates with theirconsent and duly proposed and

seconded shall bereturned to the Secretary within the aforesaid period ofseven days.

(g) All members of the Executive Regional Council and the Branch Committee due to retire

at the Annual GeneralMeeting immediately following the elections shall beeligible to be

nominated.

(h) In the case of elections to the Executive Council, thevalid additional nominations

received under thepreceding paragraph shall be added on separately to thelist nominated

by the Nominating Committee and aballot paper containing both, each being set out

inalphabetical order shall be sent out to the membersentitled to vote thereon under the

provisions of Article 25, along with the Notice convening the next AnnualGeneral Meeting of

the Chamber.

(i) In the case of elections to a Regional Council or aBranch Committee, the valid additional

nominationsreceived under paragraph (f) above shall be added onseparately to the list

nominated by the NominatingCommittee and a ballot paper containing both, eachbeing set

out in alphabetical order, shall be sent to the Members entitled to vote thereon under the

provisions of Article 25.

Seal

27.The Executive Council shall provide a Common Seal forthe purpose of the Chamber and

shall have power fromtime to time to destroy the same and substitute a newSeal in lieu

thereof and shall provide for the safeCustody of the Seal for the time being and it shall

notbe used except by the authority of the Executive Counciland in the presence of the

President or two members ofthe Executive Council.

New set of Articles adopted vide Special Resolution passed at the Annual General Meeting of the

Chamber held on_______ day of _______ 2017.

We, the several persons whose names and addresses aresubscribed and desirous of being

formed Into an Associationin pursuance of these Articles of Association.

Sr.

No

Name & Address Description & Occupation Witness to the signature

of the subscribers

1. Shantanu LaxmanKirloskar

Lakaki, Poona-16.

by hisconstituted

attorneyBalwantKalidasKirloskar

Sd/- B.K. Kirloskar

Son of

LaxmanKashinathKirloskar

Industrialist

Arvind ShantaramPinge

273, Tardeo Road

Bombay-7.

Son of S.R. Pinge

Service

Sd/- A.S. Pinge

2. A.M.M. Arunachalam

3, Chittaranjan Road

Teynampet, Madras-18.

by his constituted

attorneyGovindGuno Desai

Sd/- G. Desai

Son of Dewan BahadurA.M.

MurugappaChettiar

Industrialist

BalkrishnaWani

Lavanya, SitladeviTemple

Road, Bombay-16.

Son of HiralalWani

Advocate

Sd/- B.H. Wani

3. Ambalal Kilachand

95, Nepean Sea Road

Bombay-6.

by

hisconstitutedattorneyRajnikant

A.Kilachand

Sd/- R.A. Kilachand

Son of KilachandDevchand

Industrialist

Arvind ShantaramPinge

273, Tardeo Road

Bombay-7.

Son of S.R. Pinge

Service

Sd/- A.S. Pinge

4. Harish Mahindra

65, Nepean Seas Road

Bombay-6.

Son of Jagdish Chandra

Mahindra

Industrialist

Arvind ShantaramPinge

273, Tardeo Road

Bombay-7.

Son of S.R.Pinge

Service

Sd/- A.S. Pinge

5. HarPrashad Nanda

12, JorBagh

New Delhi-3.

by his constituted

attorneyGovindGuno Desai

Sd/-G. Desai

Son of B.I.Nanda

Business

BalkrishnaWani

Lavanya, SitladeviTemple

Road, Bombay-16.

Son of HiralalWani,

Advocate

Sd/- B.H. Wani

6. Frederick Fales Richardson

Sorrento, Mt. Pleasant

Road,Bombay-6.

Sd/- F.F. Richardson

Son of Arthur Berry

Richardson Executive

Arvind ShantaramPinge

273, Tardeo Road

Bombay-7.

Son of S.R.Pinge

Service

Sd/- A.S. Pinge

7. John Oris Sims

11-E, NavarozApartment, B.

DesaiRoad, Bombay-26.

by his constitutedattorney

RichardMorrison.

Sd/- Richard Morrison

Son of John Sims

BankingExecutive

Arvind ShantaramPinge

273, Tardeo

Road,Bombay-7.

Son of S.R. Pinge

Service

Sd/- A.S. Pinge

Dated this 19th day of October 1968

REPORT OF THE EXECUTIVE COUNCIL FOR THE YEAR 2016-2017

To,

The Members

Indo-American Chamber of Commerce

The Executive Council of the Chamber has pleasure in presenting the 48th

Annual Report of Indo-

American Chamber of Commerce together with the Audited Financial Statements for the year ended

31st

March 2017.

BRIEF BACKGROUND

About IACC:

The Indo-American Chamber of Commerce (IACC), established in 1968, is the apex bi-lateral

Chamber synergizing India-US Economic Engagement. It was started by Ambassador Chester Bowles

along with the then Industry leaders and visionaries like Mr. S L Kirloskar, Mr. Harish Mahindra, Mr.

H. P. Nanda, Mr. Ambalal Kilachand, Mr. A. M. M. Arunachalam, Mr. Frederick Fales and Mr. John

Oris Sims for enhancing US India Economic Engagement. Today IACC has pan India presence with

2000 members approximately, representing cross section of US and Indian Industry.

The major objective of IACC is to promote Indo-American business, trade and economic relations.

IACC promotes bilateral trade, investment and technology transfer, facilitates business

collaborations, joint ventures, marketing tie-ups and strategic alliances through a set of proactive

business-oriented initiatives.

IACC acts as a catalyst for sustainable growth of business between India and the US. In its four

decades of existence, IACC has established operational connectivity with a host of business, research

a d develop e tal i stitutio s i I dia a d US i order to leverage ea h other’s apa ilities for

enhancing Indo-US business relations. The Chamber continuously interacts with the Indian and US

Governments, and provides them feedback on bilateral issues relating to trade and investment. In

essence, IACC also acts as a forum for its member companies to interact with senior functionaries of

both the Governments.

IACC member companies are involved in a cross-section of business domains such as manufacturing,

engineering, construction, consumer goods, electronics, IT, pharmaceuticals, consulting, travel and

tourism, etc.

The geographical spread of IACC is unique as it operates through 10 offices located throughout the

country. These are in Mumbai, Kolkata, Delhi, Chennai, Ahmedabad, Banglore, Cochin, Hyderabad,

Pune & Varanasi.

STATE OF THE CHAMBER’S AFFAIRS

KEY FINANCIAL HIGHLIGHTS

The financial performance of the Chamber for the financial year ended 31st March, 2017 is

summarized below:

Particulars 31-Mar-17

(In Rs.)

31-Mar-16

(In Rs.) Change

Revenue from operations 7,96,20,359 8,62,95,740 -7.74%

Other Income 1,13,36,016 72,37,448 +56.63%

Total Income 9,09,56,375 9,35,33,188 -2.75%

Less:

Expenses 7,91,25,933 8,85,17,034 -10.61%

Net Profit/Loss before Exceptional items & Taxes 1,18,30,444 50,16,154 +135.85%

Add: Exceptional items --

Net Profit/Loss for the year before Taxes 1,18,30,444 50,16,154 +135.85%

Less: Provision for Taxes

Current Tax --

Deferred Tax Assets --

Profit/Loss after tax 1,18,30,444 50,16,154 +135.85%

FINANCIAL PERFORMANCE:

The Cha ers’ Revenue for the year is INR 7,96,20,359 as compared to INR 8,62,95,740 in previous

year.

MEMBERSHIP POSITION AS ON MARCH 31, 2017:

As on March 31, 2017, the total number of members of the Chamber stood at 2158 as against 2263

in the previous year.

EAST WEST NORTH SOUTH TOTAL

PATRON 19 (19) 206 (204) 46 (43) 61 (58) 332 (324)

ORDINARY 182 (182) 349 (384) 316 (338) 817 (860) 1664 (1764)

ASSOCIATION - 2 (2) - 4 (4) 6 (6)

ADDITIONAL 15 (17) 47 (58) 24 (26) 69 (67) 155 (168)

OVERSEAS - HO-1 (1) - - 1 (1)

TOTAL 216 (218) 605 (649) 386 (407) 951 (989) 2158 (2263)

DIVIDEND:

Indo-American Chamber Of Commerce being a Section 8 Company and having no share capital, it is

not allowed to declare any dividend.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO [SECTION 134(3)(m) OF THE COMPANIES ACT, 2013:

Particulars required to be furnished by the Companies as per Rule 8 of Companies (Accounts) Rules,

2014, are as follows:

A. RULE 8 SUB-RULE 3 (A) PERTAINING TO CONSERVATION OF ENERGY

Although operations of the Chamber are not energy intensive, steps are always been taken to

conserve energy in all possible areas.

B. SUB-RULE 3 (B) PERTAINING TO TECHNOLOGY ABSORPTION

The Chamber has not acquired any technologies during the year under review.

C. RULE 8 SUB-RULE 3 (C) PERTAINING TO FOREIGN EXCHANGE EARNINGS AND OUTGO-

Particulars 2017

(Rs Lakhs)

2016

(Rs Lakhs)

Foreign Earnings/Receipts 38.67 16.95

Foreign Expenditure 3.50 3.15

CHANGES IN THE NATURE OF BUSINESS, IF ANY:

During the financial year 2016-2017 there was no change in the nature of business.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:

No material changes and commitments have occurred after the close of the year till the date of this

Report, which affects the financial position.

ANNUAL RETURN:

The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The

Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is annexed

as “ANNEXURE 1” to this report as on 31st March, 2017.

LOANS, GUARANTEE OR INVESTMENTS BY THE CHAMBER:

There were no loans, guarantee or investment made by the Chamber under Section 186 of the

Companies Act, 2013 during the year under review and hence the said provision is not applicable.

FIXED DEPOSITS / DEPOSITS:

During the year under review Indo-American Chamber of Commerce has not accepted or invited any

fixed deposits from the public and there are no outstanding fixed deposits from public as on the

Balance Sheet date.

DISCLOSURES UNDER SECTION 164(2):

None of the Executive Council members of the Chamber are disqualified from being appointed as

Directors as specified under Section 164(2) of the Companies Act, 2013.

DETAILS OF CHANGE IN EXECUTIVE COUNCIL MEMBERS:

The details of Change in Executive Council Members are as follows:

Sr. No Name of the Executive

Council Member

Particulars Date of

Appointment and

Resignation

1 Mr. Baljit Sobti Resignation 18/11/2016

2 Mr. K Padmakumar Resignation 22/10/2016

3 Mr. Vinay Kumar Resignation 1/12/2016

4 Mr. V. Srinivasan Resignation 21/11/2016

5 Mr. Rabindra Srikantan Resignation 18/11/2016

6 Mr. Vasanth Kini Resignation 22/10/2016

7 Ms Poorvi Chothani Resignation 07/11/2016

8 Mr. Sarbajit Ghose Resignation 18/11/2016

9 Dr. G C Gopala Pillai Resignation 30/07/2016

10 Dr. Prakash Chandran Resignation 30/07/2016

11 Dr. Lalit Bhasin Appointment 22/10/2016

12 Mr. Asoke K Laha Appointment 22/10/2016

13 Dr. Sankaran Raghunathan Appointment 22/10/2016

14 Mr. S Ravishankar Appointment 22/10/2016

15 Mr. S. Purnachandra Rao Appointment 22/10/2016

16 Mr. Shantanu Deb

Mookerjea

Appointment 22/10/2016

17 Ms. Madhulika Gupta Appointment 22/10/2016

18 Mr. Sunder Advani Appointment 22/10/2016

19 Mr. Nanik Rupani Appointment 22/10/2016

20 Mr. Ravi Vishnu Appointment 22/10/2016

21 Mr. R.N. Ghosal Appointment 22/10/2016

MEETINGS:

The Executive Council held the following meetings during the year:

Sr. No Date of

Meetings

Venue & time of Meeting Executive

Council

members

present

Executive Council

members to whom

leave of absence

was granted

1 Saturday, April

30, 2016

Hotel Vivanta by Taj – Connemara,

Chennai

11.00 A.M. To 2.00 P.M.

18 19

2 Saturday, July

30, 2016

Hotel Ambassador, Churchgate,

Mumbai

11.00 A.M. onwards

22 14

3 Wednesday,

September 21,

2016

The Garware Club House, Hall No.

4, Churchgate, Mumbai

11.00 A.M. onwards

15 19

4 Tuesday,

November 15,

2016

Presidential Ballroom, Hotel

Vivanta By Taj, Mumbai

11.00 A.M onwards

23 10

5 Saturday,

January 7,

2017

Radisson Blu Hotel GRT, No.531,

GST Road, St. Thomas Mount,

Chennai 600 016

10.00 A.M. onwards

17 13

6 Saturday,

March 4, 2017

The Living Room, Hyatt Regency,

Bhikaji Cama Place, New Delhi

10.00 A.M. TO 04.00 P.M.

17 14

Record of attendance of Executive Council members for the financial year is given in Exhibit A.

EXPERT FORUMS OF THE CHAMBER:

Sr. No Name of Expert Forum

1. Aviation Sector

2. Bilateral Trade and the Economic Policy

3. Media and Entertainment

4. Branding

5. Travel and Tourism

6. Textile

7. Energy

8. Education

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their

knowledge and belief and according to the information and explanations obtained /received from

the operating management, the Executive Council members make the following statement and

confirm that-

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 Executive Council members had 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 Chamber at the end of the financial

year and of the Income and expenditure of the Chamber for that period;

c) the Executive Council members had 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 Chamber and for preventing and detecting fraud and other irregularities;

d) the Executive Council members had prepared the annual accounts on a going concern basis;

and

e) the Executive Council members had devised proper systems to ensure compliance with the

provisions of all applicable laws and that such systems were adequate and operating

effectively.

STATUTORY AUDITORS:

M/s. M/P. Chitale & Co., Chartered Accountants bearing Registration Number 101851W were

appointed as Statutory Auditors of the Chamber for a period of 3 years at the Annual General

Meeting held on October 22, 2016. The Auditors have expressed unwillingness to continue as

Statutory Auditors. M/s. Shah Gupta & Co., Chartered Accountants bearing Registration Number

109574W is appointed as Statutory Auditors by the Executive Council members, subject to approval

by the members of Chamber.

COMMENTS OF THE EXECUTIVE COUNCIL ON THE OBSERVATIONS BY STATUTORY AUDITORS ON

ACCOUNTS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2017:

The Chamber has decentralized accounting system. Each branch and head office maintains separate

books of accounts. There are some opening balances which are carried forward since several years.

Since the Branches have not set off their tax liabilities against the payment made to head office, tax

payable is shown as liability and the payment made to head office is shown as asset. However Head

office has paid all the taxes at central level. Intercompany reconciliation is tallied. The Chamber is in

process of setting off all the outstanding balances.

DISCLOSURE OF REMUNERATION PAID TO EXECUTIVE COUNCIL MEMBERS: Remuneration is not

paid to any Executive Council Members.

OBLIGATION OF CHAMBER UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Indo-American Chamber Of Commerce has always believed in providing a safe and harassment free

workplace for every individual through various interventions and practices. The Chamber always

endeavors to create and provide an environment that is free from discrimination and harassment

including sexual harassment.

During the year ended 31st

March, 2017 there were no complaint been received pertaining to sexual

harassment of women at workplace.

ACKNOWLEDGEMENT:

The Executive Council place on record their deep appreciation to employees at all levels for their

hard work, dedication and commitment.

The Executive Council take this opportunity to place on record their gratitude for co-operation and

support received from its members and other stakeholders.

For and on behalf of the Executive Council

Indo-American Chamber of Commerce

___________________ ___________________

N V Srinivasan

National President

DIN: 02679476

Vasant Subramanyan

Executive Vice President

DIN: 00200634

Address : Kumars Suja Flat A3,

No.5, Kamala Bai Street,

T.Nagar, Chennai 600017

Address : 13/1, Ballygunge Circular Road P.o.

Ballygunge calcutta-700019

Date: 02.09.2017

Place: Chennai

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended 31.03.2017

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

and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i) CIN:- U74999MH1968GAP014120

ii) Registration Date – 24/10/1968

iii) Name of the Company - Indo-American Chamber of Commerce

iv) Category / Sub-Category of the Company Company limited by Guarantee/ Guarantee and

Association company

v) Address of the Registered office and contact

details

1C Vulcan Insurance Bldg Veer Narikman Road, Mumbai-

400020

vi) Whether listed company No

II. PRINCIPAL BUSINESS ACTIVITIES OF THE CHAMBER

All the business activities contributing 10 % or more of the total turnover of the Chamber shall be

stated:

SR.

No.

Name and Description of main

products/services

NIC code of Product/Services % to total turnover of the

Chamber

1 OTHER SERVICES 9997 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

The Chamber does not have any Holding, Subsidiary and Associate Companies.

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

The Chamber is a Company provided under Section 8 of Companies Act, 2013 having no Share

Capital.

V. INDEBTEDNESS: Indebtedness of the Chamber including interest outstanding/accrued but not due

for payment: NIL

Secured Loans

excluding deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning

of

the financial year

-- -- -- --

i) Principal Amount -- -- -- --

ii) Interest due but not paid -- -- -- --

iii) Interest accrued but not due -- -- -- --

Total (i+ii+iii) -- -- -- --

Change in Indebtedness during

the financial year -- -- -- --

Addition -- -- -- --

Reduction -- -- -- --

Net Change -- -- -- --

Indebtedness at the end

of the financial year -- -- -- --

i) Principal Amount -- -- -- --

ii) Interest due but not paid -- -- -- --

iii) Interest accrued but not due -- -- -- --

Total (i+ii+iii) -- -- -- --

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager-NIL

Sr.

no

Particulars of Remuneration Name of MD/WTD/ Manager Total

Amount

1. Gross salary

Salary as per provisions

contained in section 17(1)

of the Income-tax Act, 1961

Value of perquisites u/s

17(2) Income-tax Act, 1961

(c) Profits in lieu of salary

under section 17(3)

Income-tax Act, 1961

-- -- -- -- --

2. Stock Option -- -- -- -- --

3. Sweat Equity -- -- -- -- --

4. Commission

- as % of profit

- others, specify

-- -- -- -- --

5. Others, please specify -- -- -- -- --

Total (A) -- -- -- -- --

Ceiling as per the Act -- -- -- -- --

B. Remuneration to other directors: Not Applicable

Sr.

no

Particulars of

Remuneration

Name of Directors Total Amount

3.Independent

Directors

• Fee for attending

board / committee

meetings

• Commission

• Others, please

specify

-- -- -- --

Total (1) -- -- -- --

1. Other Non-Executive

Directors

• Fee for attending

board / committee

meetings

• Commission

• Others, please specify

-- -- -- --

Total (2) -- -- -- --

Total (B)=(1+2) -- -- -- --

Total Managerial

Remuneration -- -- -- --

Overall Ceiling as per

the Act -- -- -- --

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD- Not Applicable

SI.

No

Particulars of Remuneration Key Managerial Personnel

CEO Company Secretary CFO Total

1. Gross salary

a) Salary as per provisions

contained in section 17(1)

of the Income-tax Act,

1961

b) Value of perquisites u/s

17(2) Income-tax Act, 1961

c) (c) Profits in lieu of salary

under section 17(3)

Income-tax Act, 1961

-- -- -- --

2. Stock Option -- -- -- --

3. Sweat Equity -- -- -- --

4. Commission

- as % of profit

- others, specify

-- -- -- --

5. Others, please specify -- -- -- --

Total -- -- -- --

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the

Companies Act

Brief

Description

Details of

Penalty/

Punishment/

Compounding

fees imposed

Authority

[RD/ NCLT/

Court]

Appeal made,

if any (give

details)

Penalty NIL

Punishment NIL

Compounding NIL

OTHER OFFICERS IN DEFAULT

Penalty NIL

Punishment NIL

Compounding NIL

Two members from a Branch filed a criminal complaint against some branch functionaries levying

certain allegations and also included names of certain Management Committee members of the

Chamber. The Management Committee appointed an independent Committee, comprising of certain

management committee members. On investigation, the committee, found that the Complaint had no

legal basis. Accordingly, there is no need to book any loss for the same.

For and on behalf of the Executive Council

Indo-American Chamber of Commerce

__________________ ___________________

N V Srinivasan

National President

DIN: 02679476

Vasant Subramanyan

Executive Vice President

DIN: 00200634

Address : Kumars Suja Flat A3,

No.5, Kamala Bai Street,

T.Nagar, Chennai 600017

Address : 13/1, Ballygunge Circular Road P.o.

Ballygunge calcutta-700019

Date: 02.09.2017

Place: Chennai

Exhibit A: Attendance of EC members

EXHIBIT A: Attendance of EC members from April 2016 to March 2017

Sr.

No.

Office bearers Meetings attended upto March, 2017

1. Mr N V Srinivasan 6

2. Dr. Lalit Kanodia 6

3. Mr Vasant Subramanyan 4

4. Dr. Lalit Bhasin 4

5. Dr.Prasad Medury 3

6. Mr Atul Sharma 0

7. Mr.S K Sarkar 4

8. Mr.Asoke K Laha 4

9. Ms. Priya Chetty Rajagopal 3

10. Mr. C Suresh Reddy 3

11. Mr. T.N. Venkatanarayanan 6

12. Dr. Sankaran Raghunathan 3

13. Mr. S Ravishankar 1

14. Mr Nitin Deshpande 1

15. Mr. Raghvendra Ponkshe 1

16. Mr Prashant Krishnan 2

17. Mr Pankaj Bohra 3

18. Mr. S. Purnachandra Rao 6

19. Mr. Shantanu Deb Mookerjea 3

20. Ms Madhulika Gupta 6

21. Mr. Sunder Advani 5

22. Mr. Nanik Rupani 4

23. Mr. Ravi Vishnu 2

24. Mr. R.N. Ghosal 2

25. Ms. Rajyalakshmi Rao 1

26. Mr. Ahsan Khan 1

27. Mr Annam Dilip Kumar 2

28. Ms Heena Gorsia 0

29. Mr. Sanjay Mehta 3

30. Mr. R.B.V.V. Narasimha Raju 1

31. Mr. B K Nahata 3

32. Mr. Sunder Advani 5

33. Mr. Vasanth Kini 3

34. Mr. Baljit Sobti 3

35. Dr. G C Gopala Pillai 2

36. Mr. N.V. Venkatasubramanian 1

37. Ms. Poorvi Chothani 0

38. Dr.Prakash Chandran 0

39. Mr. Rajan Vasa 1

40. Mr. Rajaram Rajkumar 1

41. Mr. Rabindra Srikantan 1

42. Mr. Sandeep Marwah 0

43. Mr. Vinay Kumar 1

44. Mr. V. Srinivasan 3

45. Mr. S. Chandrasekar 1

1

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF INDO-AMERICAN CHAMBER OF COMMERCE

1. Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of INDO-

AMERICAN CHAMBER OF COMMERCE (“the Company”), which comprise the Balance Sheet as at March 31, 2017, and the Income and Expenditure Account for the

period then ended, and a summary of significant accounting policies and other explanatory

information hereafter referred to as financial statements.

2. Management’s responsibility for the Financial Statements

The Company's Board of Directors are responsible for the matters stated in Section 134(5)

of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone

financial statements that give a true and fair view of the financial position, financial

performance of the Company in accordance with the accounting principles generally

accepted in India, including the Accounting Standards specified under Section 133 of the

Act read with Companies (Accounting Standards) Amendment Rules, 2016. This

responsibility also includes maintenance of adequate accounting records in accordance

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

preventing and detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates that are reasonable and

prudent; and design, implementation and maintenance of adequate internal financial

controls, that were operating effectively for ensuring the accuracy and completeness of the

accounting records, relevant to the preparation and presentation of the financial statements

that give a true and fair view and are free from material misstatement, whether due to fraud

or error.

3. Auditor’s Responsibility 3.1 Our responsibility is to express an opinion on these financial statements based on our

audit.

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

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

provisions of the Act and the Rules made there under.

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

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

requirements and plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free from material misstatement.

2

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

disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial

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

considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are

appropriate in the circumstances, but not for purpose of expressing an opinion on whether

the Company has in place an adequate internal financial control systems over financial

reporting and the operating effectiveness of such controls. An audit also includes

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

accounting estimates made by Company's Board of Directors, as well as evaluating the

overall presentation of the financial statements.

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

provide a basis for our audit opinion on the financial statements.

4. Basis for Qualified Opinion

We invite attention to notes regarding the pending reconciliation of general ledger

balances with subsidiary records the effect of which on the results for the year and the net

assets is not ascertainable.

5. Qualified Opinion

In our opinion and to the best of our information and according to the explanations given

to us, except for the possible effects of the matters described in the basis for qualified

opinion para, the financial statements give the information required by the Act in the

manner so required and give a true and fair view in conformity with the accounting

principles generally accepted in India, of the state of affairs of the Company as at March

31, 2017, and its income for the year ended on that date

6. Report on Other Legal and Regulatory Requirements

As required by section 143(3) of the Companies Act 2013, we report that:

a. We have sought and obtained all the information and explanations which to the best of

our knowledge and belief were necessary for the purposes of our audit.

b. Except for the possible effects of the matter described in the Basis of Qualified Opinion

paragraph, in our opinion, proper books of account as required by law have been kept

by the company so far as it appears from our examination of those books.

3

c. The Balance Sheet & Income and Expenditure Account dealt with by this Report are in

agreement with the books of account

d. Except for the effects of the matter described in the Basis for Qualified Opinion

paragraph above, in our opinion, the aforesaid standalone financial statements comply

with the Accounting Standards specified under Section 133 of the Act, read with

Companies (Accounts) Rules, 2016.

e) The matter described in the Basis for Qualified Opinion paragraph above, in our

opinion, may have an adverse effect on the functioning of the Company.

f) On the basis of written representations received from the Directors as on 31st March

2017, none of the directors is disqualified as on 31st March, 2017, from being

appointed as a director in terms of Section 164(2) of the Act.

g) The qualification relating to the maintenance of accounts and other matters connected

therewith are as stated in the Basis for Qualified Opinion paragraph above.

(h) With respect to the adequacy of the internal financial controls over financial reporting

of the Company and the operating effectiveness of such controls, refer to our separate

report carrying a disclaimer of Opinion in “Annexure B”;

7. With respect to the other matters to be included in the Auditor's Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014 and Companies (Audit and

Auditors) Amendment Rules, 2017, in our opinion and to the best of our information and

according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations in its financial

statements. (Refer Note 32.1)

(ii) The Company does not have any long term contracts including derivative contracts

for which there were any material foreseeable losses.

iii) The Company was not required to deposit or pay any dues in respect of the Investor

Education and Protection Fund during the year.

iv) The Company was not in a position to provide adequate information to support the

requisite disclosure made in Note no.31 in its financial statements as to holding as

well as dealing in Specified Bank Notes (SBN’s) during the period from November 8, 2016 to December 30, 2016. Hence, we are not in a position to comment whether

the requisite disclosures have been made and that they are in accordance with books

of accounts maintained by Company.

4

8. This report does not include a statement on the matters specified in paragraphs 3 and 4 of

the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central

Government in terms of Section 143(11) of the Act, since the said order is not applicable to

the Company being a company licensed to operate under section 8 of the Companies Act,

2013.

For M P Chitale & Co.

Chartered Accountants

ICAI FR No. 101851W

Murtuza Vajihi

Partner

ICAI M No. 112555

Place: Mumbai

Date : September 2, 2017

5

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT (Refer to in paragraph 5 (f) of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of

the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Indo American

Chamber of Commerce as of 31st March, 2017 in conjunction with our audit of the standalone

financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the

Institute of Chartered Accountants of India (the “ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating

effectively for ensuring the orderly and efficient conduct of its business, including adherence to

company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of

reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over

financial reporting based on our audit. We conducted our audit in accordance with the Guidance

Note issued by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed

under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal

financial controls. Those Standards and the Guidance Note require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether

adequate internal financial controls over financial reporting were established and maintained and if

such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the

internal financial controls system over financial reporting and their operating effectiveness. Our

audit of internal financial controls over financial reporting included obtaining an understanding of

internal financial controls over financial reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and operating effectiveness of internal control based

on the assessed risk. The procedures selected depend on the auditor’s judgment, including the

6

assessment of the risks of material misstatement of the financial statements, whether due to fraud

or error.

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

basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with generally accepted accounting

principles. A company's internal financial control over financial reporting includes those policies

and procedures that

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized

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

the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including

the possibility of collusion or improper management override of controls, material misstatements

due to error or fraud may occur and not be detected. Also, projections of any evaluation of the

internal financial controls over financial reporting to future periods are subject to the risk that the

internal financial control over financial reporting may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Disclaimer of Opinion

According to the information and explanation given to us, the Company has not established its

internal financial control over financial reporting on criteria based on or considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

7

Because of this reason, we are unable to obtain sufficient appropriate audit evidence to provide a

basis for our opinion whether the Company had adequate internal financial controls over financial

reporting and whether such internal financial controls were operating effectively as at March 31,

2017.

We have considered the disclaimer reported above in determining the nature, timing, and extent of

audit tests applied in our audit of the standalone financial statements of the Company, and the

disclaimer, subject to the matter qualified in our main audit report, has also resulted in a modified

opinion on the standalone financial statements of the Company.

For M P Chitale & Co

Chartered Accountants

Firm Regn No. 101851W

Murtuza Vajihi

Partner

ICAI M No. 112555

Place : Mumbai

Date : September 2, 2017

INDO-AMERICAN CHAMBER OF COMMERCEBALANCE SHEET AS AT 31ST MARCH, 2017

Particulars Notes As at 31st March,

2017 Rupees

As at 31st March,

2016 Rupees

I. RESERVES AND LIABILITIES

Reserves and Surplus 3 11,27,01,665 9,81,66,221

11,27,01,665 9,81,66,221

Non Current Liabilities

Long Term Provisions 4 37,55,806 6,26,301

37,55,806 6,26,301

Current Liabilities

Trade Payables 5 11,22,611 44,32,215

Other Current Liabilities 6 48,12,083 1,27,35,165

Short Term Provisions 7 15,42,652 5,40,744

74,77,347 1,77,08,124

Total Equity and Liabilities 12,39,34,820 11,65,00,647

II.ASSETS

Non-Current Assets

Property, Plant & Equipment 8 20,95,980 47,57,137

Long Term Loans and Advances 9 1,08,39,005 88,68,656

Other Non Current Assets 10 1,87,20,686 6,89,64,945

3,16,55,671 8,25,90,737

Current Assets

Trade Receivables 11 8,73,896 1,02,53,973

Cash and Bank Balances 12 8,86,97,295 2,10,53,506

Current Investments 13 2,51,846 2,12,629

Short Term Loans and Advances 14 2,56,013 1,18,175

Other Current Assets 15 22,00,098 22,71,629

9,22,79,148 3,39,09,911

Total Assets 12,39,34,820 11,65,00,647

See accompanying notes forming part of the financial statements 1-33

As per of our report of even date attached For and on behalf of the Executive Council

For M.P. Chitale & Co.

Chartered Accountants

CA. Murtuza Vajihi N.V. Srinivasan Vasant Subramanyan

Partner President Executive Vice President

Mumbai : 2nd September, 2017 Chennai : 2nd September, 2017

Particulars Notes

As at

31st March, 2017

Rupees

As at

31st March, 2016

Rupees

Revenue:

Revenue from operations 16 7,86,33,130 8,62,95,740

Prior Period operational Income (Net) 9,87,229 -

Interest Income 62,64,197 62,30,863

Other Income 17 50,71,819 10,06,585

Total 9,09,56,375 9,35,33,187

Direct Expense

Seminars, symposia and meetings 18 2,39,41,704 4,05,86,678

Total 2,39,41,704 4,05,86,678

Administrative Expenses:

Employee Benefits Expenses 19 3,27,41,880 2,43,83,947

Depreciation 8 8,95,574 9,21,596

Other Administrative Expenses 20 2,15,46,775 2,26,24,813

Total 5,51,84,229 4,79,30,356

Excess of Income over Expenditure before tax 1,18,30,444 50,16,154

Tax Expenses - -

Excess of Income over Expenditure before tax 1,18,30,444 50,16,154

See accompanying notes forming part of the financial statements 1-33

As per of our report of even date attached For and on behalf of the Executive Council

For M.P. Chitale & Co.

Chartered Accountants

CA. Murtuza Vajihi N.V. Srinivasan Vasant Subramanyan

Partner President Executive Vice President

Mumbai : 2nd September, 2017 Chennai : 2nd September, 2017

INDO-AMERICAN CHAMBER OF COMMERCE

INCOME AND EXPENDITURE ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2017

INDO-AMERICAN CHAMBER OF COMMERCE

(Incorporated under the Companies Act, 1956 on 24th October, 1968)

NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET

AS AT 31ST MARCH, 2017 AND THE INCOME AND EXPENDITURE ACCOUNT

FOR THE YEAR ENDED ON THAT DATE

1) Significant accounting policies

i) Basis of accounting

The chamber follows mercantile system of accounting and recognizes income and

expenditure on an accrual basis. Financial Statements are prepared under historical

cost convention, in accordance with the Generally Accepted Accounting Principles

in India (GAAP) and comply in all material aspects, with accounting standards

specified in Section 133 of the Companies Act, 2013 and Companies (Accounting

Standards) Amendment Rules, 2016. The significant accounting policies followed by

the company are set out below.

ii) Use of Estimates

The preparation of financial statements is in conformity with Generally Accepted

Accounting Principles (GAAP) which require estimates and assumptions to be made

that affect the reported amounts of assets and liabilities and disclosure of contingent

liabilities on the date of the financial statements and the reported amounts of

revenues and expenses during the reporting period. Actual results could differ from

those estimates and differences between actual results and estimates are recognized

in the periods in which the results are known / materialize.

iii) Property, Plant and Equipment (PPE)

PPE are stated at cost of acquisition less accumulated depreciation.Cost includes all

expenses related to acquisition and installation of such assets.

Depreciation is provided on Written Down value method, in manner specified in

Schedule II of the Companies Act, 2013 on pro-rata basis. In case of assets discarded

/ sold, if any, depreciation is provided up to date of sale.

Sr.No Class of Asset Useful Life adopted by

the chamber

1 Freehold Premises 30 years

2 Computers and Softwares

a. Servers and Networks

b. End user devices

6 years

3 years

3 Office equipments items 5 years

4 Furnitures & Fixtures 10 years

INDO-AMERICAN CHAMBER OF COMMERCE

(Incorporated under the Companies Act, 1956 on 24th October, 1968)

NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET

AS AT 31ST MARCH, 2017 AND THE INCOME AND EXPENDITURE ACCOUNT

FOR THE YEAR ENDED ON THAT DATE

iv) Impairment of assets

The carrying amount of assets is reviewed at each Balance Sheet date to determine

whether there is any indication of impairment. If any such indication exist, the

recoverable amount of the asset is estimated. An impairment loss is recognised

whenever the carrying amount of an asset or its cash generating units exceeds its

recoverable amount.

v) Investments

Long term Investments are stated at cost. A provision for diminution is made to

recognise a decline, other than temporary.

Current investments are valued at lower of cost and fair value.

vi) Foreign currency transactions

Transactions in foreign currencies are accounted at the exchange rate prevailing on

the date of the transaction. The assets/liabilities denominated in foreign currencies

at the year-end are re-stated at the closing rates of exchange. Gains or losses arising

on realisation and on re-statement as aforesaid are credited/debited to the income and

expenditure account.

vii) Government grants

Government grants related to specific fixed assets are shown as deduction from the

gross value of the relevant asset in arriving at their book values.

viii) Income recognition

a) Membership subscription –

i) The subscription received from new members is entirely recognized as

income in the year which it is received, irrespective of the membership

commencement date.

ii) Renewal subscription received is considered as income for the financial year

on the receipt of the amount.

b) Income from seminars, symposia, meetings and trade delegations are accounted

for on rendering of the service.

INDO-AMERICAN CHAMBER OF COMMERCE

(Incorporated under the Companies Act, 1956 on 24th October, 1968)

NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET

AS AT 31ST MARCH, 2017 AND THE INCOME AND EXPENDITURE ACCOUNT

FOR THE YEAR ENDED ON THAT DATE

c) Interest – Interest on fixed deposits and investments is accounted on a time

proportion basis.

d) Membership subscription received from foreign members is booked considering the

calendar year as January to December and any membership received post December is

treated as advance income for the respective reporting period.

Change in Accounting Policy:

i) Hitherto, the chamber would recognize membership subscription on the receipt of

the funds on a time proportionate basis. The chamber has changed its accounting

policy to recognize subscription income on receipt of the fees irrespective of the

period or date of membership. The impact of the change in accounting policy is not

material and hence, not quantified.

ix) Entrance and Patron fees

Entrance fees and Patron membership fees received from members are considered as

on capital account and credited directly to Members’ reserve and Patron

Membership fees. No amount of the capital account is amortized in the current year.

Change in Accounting Policy:

ii) Hitherto, the chamber followed a practice of amortizing entrance and patron

membership fees received during the year over the period of membership. Amount

of fees to be amortized are transferred directly from the ‘Patron Membership

Reserve’ to ‘Income and Expenditure Account’

From FY 2016-17, the chamber has changed its accounting policy to stop such

amortization and retain patron and entrance fees received as a part of the ‘Patron Membership Reserve’. Consequently, amount of Rs. 27,05,000 received towards

Patron and entrance fees and amount to be amortized aggregating to Rs. 18,60,000

are not transferred from Patron Reserve to Income and Expenditure account.

The entire general reserve balance is taken to the income and expenditure account.

INDO-AMERICAN CHAMBER OF COMMERCE

(Incorporated under the Companies Act, 1956 on 24th October, 1968)

NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET

AS AT 31ST MARCH, 2017 AND THE INCOME AND EXPENDITURE ACCOUNT

FOR THE YEAR ENDED ON THAT DATE

x) Employee Benefits

(a) Short term employee benefits:

Short term employee benefits are recognised as an expense at the undiscounted

amount in the income and expenditure account of the year in which related

service is rendered.

(b) Long term employee benefits:

a. Defined Contribution Plan:

Provident Fund:

The eligible employees of the Chamber are entitled to receive post

employment benefits in respect of provident fund, in which both

employees and the Chamber make monthly contributions at a specified

percentage of the employees’ eligible salary.The contributions are made to Employees Provident Fund Organisation which are charged to the

income and expenditure account.

b. Defined Benefit Plan:

1) Gratuity

The Chamber has an obligation towards gratuity, a defined benefit plan

covering eligible employees. The plan provides a lump sum payment to

vested employees at retirement, death while in employment or on

termination of employment of an amount equivalent to 15 days salary

payable for each completed year of service or part thereof in excess of six

months. Vesting occurs upon completion of five years of service. The

Chamber has obtained an insurance policy and makes an annual

contribution. The Company accounts for gratuity benefits payable in

future based on an actuarial valuation carried out at the end of the year.

Actuarial gains and losses are recognised in the income and expenditure

account.

2) Compensated absences

The Chamber provides for encashment of leave or leave with pay subject

to certain rules. The employees are entitled to accumulate leave subject to

certain limits for future encashment/availments. The liability is provided

INDO-AMERICAN CHAMBER OF COMMERCE

(Incorporated under the Companies Act, 1956 on 24th October, 1968)

NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET

AS AT 31ST MARCH, 2017 AND THE INCOME AND EXPENDITURE ACCOUNT

FOR THE YEAR ENDED ON THAT DATE

based on number of days of unutilized leave at each balance sheet date

and is computed on actuarial basis

xi) Leases

Leases where the lessor effectively retains substantially all the risks and benefits of

ownership over the lease term are classified as operating lease. Lease payments for

assets taken on operating lease are recognised as an expense in the Profit and Loss

Account on a straight-line basis over the lease term.

xii) Provisions & Contingent Liabilities

Provisions are recognized when the company has a legal and constructive present

obligation as a result of a past event, for which it is probable that outflow of

resources will be required and a reliable estimate can be made of the amount of the

obligation. Contingent liabilities are disclosed when there is a possible obligation

that may result in an outflow of resources.

xiii) Taxation

The Chamber contends that its activities continue to fall within the amended

definition of the term ‘charitable purpose’ as given in section 2(15) of the Income-

tax Act, 1961 (“Act”) and consequently its income ought to be computed in accordance with the provisions of section 11 of the Act. Accordingly, no provision

for tax has been made in its books of the accounts for the year.

2. The Chamber is incorporated under section 8 of the Companies Act, 2013 having no

share capital. The Chamber is prohibited from distributing surplus to its members.

3. Reserves and Surplus

Particulars As at 31st March, 2017

(Amt. in Rupees)

As at 31st March, 2016

(Amt. in Rupees)

Members Reserve

Balance as per last balance sheet 1,81,15,879 1,64,25,879

Add: Entrance fees received during the year 11,05,000 16,90,000

Closing Balance 1,92,20,879 1,81,15,879

Patron membership fee reserve [see note 1 (vii)(a)]

Balance as per last balance sheet 4,44,62,424 4,18,55,296

Add: Patron membership fees received during the year 16,00,000 22,00,000

Closing Balance 4,60,62,424 4,44,62,424

General reserve

Balance as per last balance sheet 41,33,180 41,33,180

Less : Transfer to Income & Expenditure -41,33,180

Closing Balance 0 41,33,180

Income and Expenditure Account

Balance as per last balance sheet 3,14,54,738 2,68,45,712

Add : Transfer from General Reserve 41,33,180 0

Add: Excess of Income over Expenditure 1,18,30,444 50,16,154

Closing Balance 4,74,18,362 3,14,54,738

Total 11,27,01,665 9,81,66,221

4. Long Term Provisions

ParticularsAs at 31st March, 2017

(Amt. in Rupees)

As at 31st March, 2016

(Amt. in Rupees)

Provision for Employee Benefits

Compensated absences 13,49,587 6,26,301

Gratuity (Net) 24,06,219 0

Total 37,55,806 6,26,301

5. Trade Payables

ParticularsAs at 31st March, 2017

(Amt. in Rupees)

As at 31st March, 2016

(Amt. in Rupees)

Trade payables 11,22,613 44,32,215

Total 11,22,613 44,32,215

INDO-AMERICAN CHAMBER OF COMMERCE

Notes forming part of the Balance Sheet as at 31st March 2017 and the Income and Expenditure account

for the year ended on that date

6. Other Current Liabilities

Particulars As at 31st March, 2017

(Amt. in Rupees)

As at 31st March, 2016

(Amt. in Rupees)

Fees received in advance 20,77,791 69,73,142

Payable for Statutory dues 6,99,837 39,651

Payables to Employees for salary, bonus, etc. 18,74,945 13,16,993

Others 1,59,512 44,05,379

Total 48,12,085 1,27,35,165

7. Short Term Provisions

Particulars As at 31st March, 2017

(Amt. in Rupees)

As at 31st March, 2016

(Amt. in Rupees)

Provision for Employee Benefits

Gratuity (Net) 8,52,396 1,89,712

Compensated absences 3,65,258 1,03,532

Provision for Audit Fees 3,25,000 2,47,500

Total 15,42,654 5,40,744

INDO-AMERICAN CHAMBER OF COMMERCE

Notes forming part of the Balance Sheet as at 31st March 2017 and the Income and Expenditure account

for the year ended on that date

INDO-AMERICAN CHAMBER OF COMMERCE

Notes forming part of the Balance Sheet as at 31st March 2017 and the Income and Expenditure account for the year ended on that date

8. PROPERTY, PLANT & EQUIPMENT

DESCRIPTION W.D.V. W.D.V.

As on 1st Additions As at 31st As on 1st April For the On As at 31st As at 31st As at 31st

2016 during the March, 2017 2016 year Deductions March, 2017 March, 2017 March, 2016

year

Freehold Premises 79,50,189 - 42,88,078 36,62,111 42,53,330 2,68,994 19,56,180 25,66,144 10,95,967 36,96,859

Computers & Softwares 43,75,758 3,23,368 12,93,138 34,05,988 39,21,093 3,95,209 12,46,774 30,69,528 3,36,460 4,54,665

Office Equipment Items 21,92,109 1,56,437 4,44,886 19,03,660 19,23,954 1,16,364 4,16,858 16,23,460 2,80,200 2,68,155

Furniture and Fixtures 29,29,707 1,61,700 61,134 30,30,273 25,92,249 1,15,007 60,036 26,47,220 3,83,053 3,37,458

Total 1,74,47,763 6,41,505 60,87,236 1,20,02,032 1,26,90,627 8,95,574 36,79,848 99,06,353 20,95,679 47,57,137

Previous Year Figures 1,92,07,247 3,98,154 21,57,638 1,74,47,763 1,39,29,786 9,21,596 21,60,756 1,26,90,626 47,57,137 -

COST DEPRECIATION

Deductions/

Adjusted

during the

Note : The chamber has conducted physical verification of assets during the year. Shortage of assets having gross block of Rs. 18 Lakhs (WDV is 75940/- ) have been written off

and presented as deductions/Adjusted during the year.

Particulars As at 31st March,

2017 Rupees

As at 31st March,

2016 Rupees

TDS receivable 1,08,39,005 88,68,656

Total 1,08,39,005 88,68,656

10. Other Non Current Assets

Particulars As at 31st March,

2017 Rupees

As at 31st March,

2016 Rupees

Deposits with banks with maturity of more than twelve months from

the balance sheet date 1,76,49,183 6,61,40,018

Security deposits 8,35,324 8,35,461

Interest accrued on fixed deposits with banks 2,36,179 19,89,466

Total 1,87,20,686 6,89,64,945

11. Trade Receivables

Particulars As at 31st March,

2017 Rupees

As at 31st March,

2016 Rupees

Unsecured and Considered Good

More than six months 70,928 -

Others 8,02,968 1,02,53,973

Total 8,73,896 1,02,53,973

INDO-AMERICAN CHAMBER OF COMMERCE

Notes forming part of the Balance Sheet as at 31st March 2017 and the Income and Expenditure account for

the year ended on that date

9. Long Terms Loans and advances (Unsecured and considered good unless stated otherwise)

12. Cash and Bank Balances

Particulars As at 31st March,

2017 Rupees

As at 31st March,

2016 Rupees

Cash and Cash equivalent :

Cash on hand 60,325 1,32,806

Cheques in Transit 4,79,851 4,71,335

Balance with Banks 2,04,66,114 1,46,74,713

Deposits with original maturity of less than three months 46,93,601 16,68,930

Other bank balance

Deposits with maturity of more than three month and

less than twelve months 6,29,97,405 41,05,722

Total 8,86,97,295 2,10,53,506

13. Current Investments

Particulars As at 31st March,

2017 Rupees

As at 31st March,

2016 Rupees

Unquoted, (at lower of cost and fair value)

16,861 units (as at 31st March, 2016: 15,500 units) of Rs. 10 each of

Unit Trust of India Balanced Fund - Dividend Plan - Re-investment 2,51,846 2,12,629

Total 2,51,846 2,12,629

Market Value of the investment 5,08,328 4,55,258

Particulars As at 31st March,

2017 Rupees

As at 31st March,

2016 Rupees

Advance recoverable in cash and kind* 2,56,013 1,18,175

Total 2,56,013 1,18,175

Particulars As at 31st March,

2017 Rupees

As at 31st March,

2016 Rupees

Interest accrued on deposits with banks 19,71,461 20,76,545

Prepaid Expenses 2,28,637 1,95,084

Total 22,00,098 22,71,629

15. Other Current Assets

INDO-AMERICAN CHAMBER OF COMMERCE

Notes forming part of the Balance Sheet as at 31st March 2017 and the Income and Expenditure account for

the year ended on that date

14. Short Terms Loans and advances

*The chamber was a victim of fraud wherein cheque book of the company was lost and the Cheques have been

isused e ter al i dividuals to tra sfer fu ds aggregati g to Rs.720200 fro o pa ’s a k a ou ts to their individual accounts . The amount has been fully recovered as of date.

16. Revenue from Operations

Particulars

As at

31st March, 2017

Rupees

As at

31st March, 2016

Rupees

Membership subscription 3,10,34,897 2,75,17,812

Seminars, symposia and meetings 4,75,98,233 5,87,77,928

Total 7,86,33,130 8,62,95,740

17. Other Income

Particulars

As at

31st March, 2017

Rupees

As at

31st March, 2016

Rupees

Dividend from current investment 39,218 22,403

Balance written back 2,84,164 1,56,093

Profit on sale of asset 43,18,103 -

Rent income - 2,53,236

Miscellaneous income 4,30,334 5,74,853

Total 50,71,819 10,06,585

18. Seminars, Symposia and Meetings

Particulars

As at

31st March, 2017

Rupees

As at

31st March, 2016

Rupees

Membership Expenses 2,81,404 2,51,215

Seminars, symposia and meetings 2,36,60,300 4,03,35,463

Total 2,39,41,704 4,05,86,678

19. Employment Benefits Expense

Particulars

As at

31st March, 2017

Rupees

As at

31st March, 2016

Rupees

Salaries, bonus and allowances 2,74,21,131 2,27,66,497

Chamber's Contribution to Provident Fund 10,91,355 9,07,876

Gratuity Expenses 30,68,903 1,30,957

Compensated absences 9,10,809 3,28,712

Staff training 11,225 2,750

Staff welfare 2,38,458 2,47,155

Total 3,27,41,880 2,43,83,947

INDO-AMERICAN CHAMBER OF COMMERCE

Notes forming part of the Balance Sheet as at 31st March 2017 and the Income and Expenditure Account

20. Other Administrative Expenses

Particulars

As at

31st March, 2017

Rupees

As at

31st March, 2016

Rupees

Rent rates and taxes 42,90,001 38,40,636

Repairs and maintenance 3,76,844 11,82,025

Advertisement 9,300 5,641

Audit Fees 3,84,840 2,82,450

Annual general meeting expenses 5,39,908 4,25,589

Office Expenses 4,43,663 3,13,444

Bank Charges 55,447 60,171

Prior period expense 1,10,635 95,297

Electricity Expenses 6,77,195 7,21,405

Postage and courier charges 2,31,174 2,48,996

Printing and stationery 5,20,820 14,84,188

Legal and professional charges 91,31,208 84,17,759

Telephone and Internet 7,56,798 8,53,950

Meeting expense 15,60,859 19,99,375

Travelling and conveyance 19,21,355 22,37,754

Website development, maintenance and internet charges 95,327 1,14,882

Miscellaneous expenses 2,12,024 96,346

Fixed Assets Written off 75,490 -

Books & Periodicals 12,879 20,963

Insurance Expenses 1,41,007 2,23,940

Total 2,15,46,775 2,26,24,812

INDO-AMERICAN CHAMBER OF COMMERCE

Notes forming part of the Balance Sheet as at 31st March 2017 and the Income and Expenditure Account

INDO-AMERICAN CHAMBER OF COMMERCE

(Incorporated under the Companies Act, 1956 on 24th

October, 1968)

NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET

AS AT 31ST

MARCH, 2017 AND THE INCOME AND EXPENDITURE ACCOUNT

FOR THE YEAR ENDED ON THAT DATE

21. Earnings in foreign currency

Year ended

31st March, 2017

Rupees

Year ended

31st March, 2016

Rupees

Membership subscription

38,67,054

16,95,747

22. Expenditure in foreign currency

Year ended Year ended

31st March, 2017 31

st March, 2016

Rupees Rupees

Seminars, symposia and meetings 3,50,000 3,15,718

23. Detail of Cash Transactions

Details of cash transactions during the period 8 November 2016 to 30 December 2016 in

as follows:

*Specified bank notes includes currency notes of denomination ` 1000 and ` 500.

24. Auditors’ remuneration (excludes service tax)

Year ended Year ended

31st March, 2017 31

st March, 2016

Rupees Rupees

Audit fees 3,00,000 2,50,000

Taxation matters 25,000

25,000

Out of pocket expenses 30,000 -

Particulars Specified Bank

Notes*

Others Total

Closing cash in hand as on 8 November 2016 - 99784.00 99784.00 Permitted receipts - 229500.00 229500.00 Permitted payments - 269452.00 269452.00 Amount deposited in bank - - - Closing cash in hand as on 30 December 2016 - 59832.00 59832.00

INDO-AMERICAN CHAMBER OF COMMERCE

(Incorporated under the Companies Act, 1956 on 24th

October, 1968)

NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET

AS AT 31ST

MARCH, 2017 AND THE INCOME AND EXPENDITURE ACCOUNT

FOR THE YEAR ENDED ON THAT DATE

25. Related Party Disclosures as per AS 18

a) Name of the related party and the nature of relationship:

Key Management Personnel

Director’s Firm

Mrs. Ranjana Khanna- Secretary

General

The Society of Indian Law Firm

b) Transactions with related party:

Nature of Transactions

Year ended 31st

March, 2017

Rupees

Year ended 31st

March, 2016

Rupees

-Salary Payment (Till 01.11.16)

-Event Expenditure

-Membership/Sponsorship Income

21,61,630

43,80,384

1,72,250

37,89,998

-

c) There are no amounts which are provided for as doubtful nor written off or written

back during the year.

26. Accounting for Operating Leases

The Company has operating leases for premises, the leases are renewable on periodic

basis and cancelable in nature.

27. Members Contribution in case of winding up

Each member, while he is a member or within one year afterwards, undertakes to

contribute an amount not exceeding rupees one hundred to the shortfall in the assets of

the Chamber in the event of winding up. Any surplus upon winding up or dissolution of

the Chamber shall be given or transferred to such other Chamber or Association having

objects similar to the objects of the Chamber to be determined by the members of the

Chamber at or before the time of dissolution or in default thereof, by the High Court of

Judicature that has or may acquire jurisdiction in the matter

INDO-AMERICAN CHAMBER OF COMMERCE

(Incorporated under the Companies Act, 1956 on 24th

October, 1968)

NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET

AS AT 31ST

MARCH, 2017 AND THE INCOME AND EXPENDITURE ACCOUNT

FOR THE YEAR ENDED ON THAT DATE

28. Employee benefits

a) Contribution to defined contribution plan, recognized in the statement of Income

and Expenditure Account for the year is as under:

Year ended

31st March, 2017

Rupees

Year ended

31st March, 2016

Rupees

Employer's contribution to Provident Fund

Gratuity Contribution

10,91,355

30,68,903

9,07,876

1,30,957

28.1 Details Gratuity and Leave Encashment disclosure as required by AS-15 (Revised) are

detailed hereunder:

Mortality rate

Salary Escalation

Discount

Withdrawals

Normal Retirement Age

4.87%

10.00%

7.51%

-

62 Years

4.87%

10.00%

7.81%

1,62,518

62 Years

29. Suppliers/Service providers covered under Micro, Small Medium Enterprises

Development Act, 2006 have not furnished the information regarding filing of necessary

memorandum with the appropriate authority. In view of this, information required to be

disclosed u/s. 22 of the said Act is not given.

30. The Company is a Small and Medium size Company (SMC) as defined in the general

instructions in respect of Accounting Standards notified under The Companies

(Accounting Standards) Amendment Rules, 2016. Accordingly, the Company has

complied with the Accounting Standards as applicable to small and medium size

Company.

31. The Chamber has a decentralized system of accounting. The general ledger balances are

being reconciled with subsidiary records/information. On completion, appropriate

accounting effect shall be given. Though the impact of this pending reconciliation is

presently not readily ascertainable, the Chamber is of the view that impact on the results

for the year and the net assets will not be significant.

INDO-AMERICAN CHAMBER OF COMMERCE

(Incorporated under the Companies Act, 1956 on 24th

October, 1968)

NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET

AS AT 31ST

MARCH, 2017 AND THE INCOME AND EXPENDITURE ACCOUNT

FOR THE YEAR ENDED ON THAT DATE

32. Contingent Liabilities and Commitments (To the extent not provided for)

Year ended

31st March, 2017

Rupees

Year ended

31st March, 2016

Rupees

Income Tax 59,39,730 49,76,840

TDS Liability 9,99,907 42,02,580

32.1 Two members from a Branch filed a criminal complaint against some branch

functionaries levying certain allegations and also included names of certain Management

Committee members of the Chamber. The Management Committee appointed an

independent Committee, comprising of certain management committee members. On

investigation, the committee, found that the Complaint had no legal basis.

Accordingly, there is no need to book any loss for the same.

33. Figures for previous year have been regrouped wherever necessary.

As per of our report of even date attached For and on behalf of the Executive Council

For M.P. Chitale & Co.

Chartered Accountants

CA. Murtuza Vajihi N.V. Srinivasan Vasant Subramanyan

Partner President Executive Vice President

Mumbai : 2nd

September,2017 Chennai : 2nd

September,2017

1 | P a g e

Form No. MGT-11

Proxy form

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

CIN : U74999MH1968GAP014120

Name of the Company : Indo-American Chamber of Commerce

Registered office : 1C Vulcan Insurance Bldg Veer Nariman Road, Mumbai-

400020.

Name of the Member :

Registered Address :

E-mail Id :

I/ We being the member (s) of the above named Company, hereby appoint

Sr. No Name Address E-mail ID Signature

1

2

as my/our proxy to attend for me/us and on my/our behalf at 48th

Annual General Meeting of

the Company, to be held on the Wednesday, September 27, 2017 at 10.30 a.m. at the Rooftop

Rendezvous, Taj Mahal Palace, Mumbai and at any adjournment thereof in respect of such

resolutions as are indicated below:

Resolution No:

1. To consider and adopt the report of the Executive Council (EC) and the Audited

Statements of Accounts for the Financial year ended March 31, 2017;

2. Election of Members of the Executive Council;

3. Appointment of Auditor to fill Casual Vacancy;

4. Adoption of new set of Articles of Association.

Signed this ….. Day of…… 7

Signature of Member

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at

the Registered Office of the Company, not less than 48 hours before the scheduled meeting.

Affix

Revenue

Stamp

2 | P a g e

ATTENDANCE SLIP

(To be handed over at the entrance of the meeting hall)

Annual General Meeting on Wednesday, September 27, 2017 at 10.30 a.m. at the Rooftop

Rendezvous, Taj Mahal Palace, Mumbai

Name of Member)/

Proxy (IN BLOCK LETTERS):

Address of Member

I/We hereby record my/our presence at the 48th

Annual General Meeting of the Company on

Wednesday, September 27, 2017 at 10.30 a.m. at the Rooftop Rendezvous, Taj Mahal Palace,

Mumbai.

Sig ature of Me ber/Pro Prese t…………………………………………………………..