Dear Shareholders,
We have pleasure in presenting the 35th Annual Report of the Company along
with the audited statement of accounts for the year ended 31st March, 2020. The
financial results for the year are shown below.
1. FINANCIAL RESULTS:
(Amount in Rs.)
Particulars |
2019-20 |
2018-19 |
Total Income |
- |
1,163,481 |
Total Expenditure before Interest, Depreciation & Tax |
14,71,805 |
5,209,583 |
Profit Before Interest, Depreciation & Tax |
-14,71,805 |
-4,046,102 |
Depreciation |
0 |
0 |
Financial Interest |
-6,85,158 |
-938,179 |
Profit /Loss before tax |
-21,56,963 |
-4,984,281 |
Provision for Tax |
-20,17,788 |
-2,944,748 |
Profit /Loss after Tax |
-41,74,751 |
-7,929,065 |
2. FINANCIAL / OPERATIONAL PERFORMANCE:
During the year under review, there was no operation in the Company and hence Company
has incurred loss of Rs. 21,56,963 before taxation during the financial year 2019-20.
3. DIVIDEND:
In view of loss during the year under review, the Board of Director is unable to
recommend any dividend for the financial year 2019-20.
4. SHARE CAPITAL:
During the year under review the Company has not issued any shares. The total paid up
capital of the company at the end of financial year 2019-20 stood Rs. 6,37,00,000/-
(Rupees six crores thirty seven lakhs consisting of 63,70,000 equity shares of Rs.10/-
each).
5. TRANSFER TO RESERVES
Considering the decline in the revenue and in view of loss during the financial year
2019-20, the Company does not propose to transfer any amount to the General Reserve.
6. BUSINESS REVIEW:
The real estate sector has been adversely affected by the government demonetization and
outbreak of covid-19. It has affected the operations of the Company during the year
2019-20. Considering the low demand, the Company has not launched any new projects during
the year under review. Instead of launching any new projects of real estate development,
the Company is planning to join hands under joint development or so in some of the ongoing
projects which are at strategic locations. This is to avoid the pressure of the unsold
inventory on completion of the project and also to have limited financial commitment when
the market scenario is yet to improve.
7. DEPOSITS
The Company has not accepted any deposits pursuant to sec. 73 of the Companies Act
2013.
8. AUDITORS AND AUDITORS' REPORT:
Statutory Auditor:
During the year under review, the M/s. Sharma & Pagaria Chartered Accountants has
submitted their resignation on 28th August, 2019.
The Board of Directors at the Board Meeting held on 31st August, 2019
appointed M/s. Anil Shah & Co, Chartered Accountants, with registration number 100474W
to fill the casual vacancy caused due to resignation of M/s. Sharma & Pagaria subject
to approval of members in the general meeting.
Accordingly, M/s Anil Shah & Co., Chartered Accountants has been appointed as
Statutory Auditors of the Company to hold the office of statutory auditor till the
conclusion of 39th Annual General Meeting subject to ratification of
appointment by the members in every Annual General Meeting.
Secretarial Auditor:
M/s. Vanshree Modi and Associates, Company Secretary in Practice, were re-appointed as
Secretarial Auditors of the company by the Board of Directors of the Company to carry out
Secretarial Audit for the Financial Year 2019-20. The Secretarial Auditors of the Company
have submitted their Report in form No. MR-3 as required under Section 204 of the
Companies Act, 2013 for the financial year ended 31st March, 2020. The
Secretarial Audit Report forms part of this report as Annexure - III.
9. BOARD OF DIRECTORS:
During the year under review, 6 meetings were held on 30.05.2019, 25/07/2019,
13/08/2019, 02/09/2019, 14/11/2019 and 14/02/2020 with proper quorum:
Name of Director |
Designation |
Appointment/Resignation |
Preeti Mehta |
Managing Director |
Resigned w.e.f. 25/07/2019 |
Rupesh Mehta |
Director |
Resigned w.e.f. 25/07/2019 |
Mr. Arvind Patel |
Additional Director |
Appointed w.e.f. 25.07.2019 |
Mr. Uday Shah* |
Additional Director |
Appointed w.e.f. 25.07.2019 |
* Resigned on 15/09/2020
10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The company has received declaration from all the independent directors confirming that
they meet with the criteria of independence as laid out under sub-section 6 of section 149
of the Companies Act 2013 and the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.
11. COMPOSITION OF COMMITTEES AND ATTENDANCE:
A. AUDIT COMMITTEE:
Pursuant to provision of section 177 of the Companies act 2013, the Audit committee
consists of following three Members as on financial year end. During the year under
review, 4 meetings were held on 30.05.2019, 13.08.2019, 14.11.2019 & 14.02.2020:
Name of Member |
Designation |
Mr. Shailesh Vaishnav |
Chairman |
Mr. Rajesh Patel |
Member |
Mr. Uday Shah |
Member |
B. NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to provision of section 178 (1) of the Companies act 2013, the Nomination and
Remuneration Committee consists of three Members, Mr. Rajesh Patel (designated as chairman
of the committee), Mr. Shailesh Vaishnav & Mr. Uday Shah as on the financial year end.
During the year under review, Nomination and Remuneration Committee met twice a year.
C. STAKEHOLDER RELATIONSHIP COMMITTEE :
Pursuant to provision of section 178 (5) of the Companies act 2013, the Stakeholder
Relationship Committee consists of following three Members as on the date of this report.
During the year under review, 4 meetings were held on 30.05.2019, 13.08.2019, 14.11.2019
& 14.02.2020:
Name of Member |
Designation |
Mr. Shailesh Vaishnav |
Chairman |
Mr. Rajesh Patel |
Member |
Mr. Arvind Patel |
Member |
12. DIRECTORS' RESPONSIBILITY STATEMENT;
In terms of section 134 (3)(c) read with section 134(5) of the Companies Act, 2013, in
relation to financial statements for the year 2019-20, the Board of Directors state that:
(a) In the preparation of Annual Accounts for the period ended March 31, 2020, the
applicable accounting standards had been followed along with proper explanation relating
to material departures.
(b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the Profit/Loss of the Company for the year ended March 31, 2020.
(c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(d) The Directors had prepared the annual accounts for the financial year ended March
31, 2020 on a going concern basis.
(e) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
13. CHANGES DURING THE YEAR
The Company is in the real estate business. During the financial year under review
there was no change in the nature of business of the company.
14. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company doesn't have any Subsidiaries, Associates or Joint Venture Companies.
15. REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND
JOINT VENTURE COMPANIES:
The Company doesn't have any Subsidiaries, Associates or Joint Venture Companies.
16. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE
COMPANIES:
There are no companies which have become or ceased to be Company's Subsidiaries, Joint
ventures or Associate companies.
17. FORMAL ANNUAL EVALUATION PROCESS BY BOARD PURSUANT TO SECTION 134(3)(P);
The Board adopted a formal mechanism for evaluating its performance and as well as that
of its committees and individual directors, including directors, including the chairman of
the board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board &
Committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance
issues, etc.
The evaluation of the Independent Directors was carried out by the entire board on the
parameters such as: Knowledge & skills; professional conduct, duties, Role and
Functions and the evaluation of Non-Independent Directors was carried out by the
Independent Directors. The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the board and its Committees with the Company.
18. CORPORATE GOVERNANCE REPORT:
During the year under Review, Securities & Exchange Board of India (SEBI)
introduced Listing Regulations, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, effective from December 1, 2015. However, pursuant to Regulation 15(2)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is
not required to mandatorily comply with the provisions of certain regulations of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the
Company has not provided a separate report on Corporate Governance, although few of the
information are provided in this report of Directors under relevant heading.
19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has a proper and adequate system of internal control in all spheres of its
activities to ensure that all its assets are safeguarded and protected against loss from
unauthorized use or disposition and that the transactions are authorized, recorded and
reported diligently. The Company ensures adherence to all internal control policies and
procedures as well as compliances with all regulatory guidelines. The Audit Committee of
the Board of Directors reviews the adequacy of internal controls from time to time.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
21. RISK MANAGEMENT:
The Company was already having risk management system to identify, evaluate and
minimize the Business risks. The Company during the year had formalized the same by
formulating and adopting Risk Management Policy. This policy intends to identify,
evaluate, monitor and minimize the identifiable risks in the Organization.
22. COMMISSION:
None of the Directors are receiving Commission from the company.
23. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large.
24. CORPORATE SOCIAL RESPONSIBILITY:
As Company does not come under the ambit of 135 of the Companies Act, 2013 and Rules of
Companies (Corporate Social Responsibility policy), 2014, Company has not formed Corporate
Social Responsibility Committee and hence Rule 9 of Companies (Accounts) Rule, 2014
regarding disclosure of contents of Corporate Social Responsibility Policy is not
applicable to the Company.
25. PARTICULARS OF EMPLOYEES:
Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed
that none of the employees of the Company was in receipt of remuneration of Rs.5 lakhs per
month or Rs. 60 lakhs per annum during the year under review. Further, during the
financial year under review the company has not issue any ESOP.
26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of investments made and loans advanced by the company have been given in the
Financial Statement. The Company has not given any Guarantee pursuant to the provision of
186 of the Companies Act, 2013.
27. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. All Board Directors and the
designated employees have confirmed compliance with the Code.
28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Section 177 of the Companies Act, 2013 the rules made there under and the
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has established a Vigil Mechanism for directors and employees to report
genuine concerns about any instance of any irregularity, unethical practice and/or
misconduct. This mechanism provides safeguards against victimization of
directors/employees who avail of the mechanism and provides for direct access to the
Chairman of the Audit Committee in exceptional cases. The policy/vigil mechanism has been
appropriately communicated to the employees within the organization and has been put on
the Company's website.
29. SAFETY, HEALTH AND ENVIROMENT:
(a) Safety: The Company encourages a high level of awareness of safety issues among its
employees and strives for continuous improvement. All incidents are analyzed in the safety
committee meetings and corrective actions are taken immediately. Employees are trained in
safe practices to be followed at work place.
(b) Health: Your Company attaches utmost importance to the health of its employees.
Periodic checkup of employees is done to monitor their health. Health related issues if
any are discussed with visiting Medical Officer.
(c) Environment: Company always strives hard to give importance to environmental issues
in normal course of operations. Adherence to Environmental and pollution control Norms as
per Gujarat Pollution Control guidelines is of high concern to the Company.
30. LISTING:
The Equity shares of the company are listed on BSE Limited and Company has yet to pay
Annual Listing Fees for the Year 2020-21.
31. DISCLOSURE OF SEXUAL HARASSMENT:
Pursuant to section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, entire staff in the Company is working in a most
congenial manner and there are no occurrences of any incidents of sexual harassment during
the year.
32. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
As require by the section 134 (3) (m) Companies Act, 2013 read with rule 3 of the
Company (Account) Rule 2014, the relevant data pertaining to Conservation of Energy,
Technology Absorption and Foreign Exchange Earning and Outgo pursuant are given in Annexure-I
to this Report.
33. ANNUAL RETURN
The extract of Annual Return pursuant to the provision of section 92 read with Rule 12
of the Companies (Management and Administration) Rules, 2014 for the financial year
2019-20 in Form MGT- 9 is annexed hereto and form part of this report as Annexure
II.
34. OTHER DISCLOSURES:
(a) Details of Equity Shares with Differential Voting Rights in terms of Rule 4(4) of
the companies (Share Capital & Debentures) Rules, 2014.
During the financial year under Review the company has not issued any Equity shares
with differential voting right as to dividend, voting or otherwise and hence this point is
not applicable.
(b) Details of Sweat Equity Shares in terms of Rule 8(13) of the Companies (share
Capital & Debentures) Rules, 2014.
During the Financial Year under review, the Company has not issued any Sweat Equity
Shares and hence this point is not applicable.
(c) Detailed reason for revision of financial statements and reports of the board in
terms of sec. 131(1) of the companies Act, 2013.
- Not applicable.
35. CAUTIONARY STATEMENT:
Statements in the Board's Report and the Management Discussion & Analysis
describing the Company's objectives, expectations or forecasts may be forward-looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Company's operations include global and domestic demand and supply
conditions affecting selling prices of finished goods, input availability and prices,
changes in government regulations, tax laws, economic developments within the country and
other factors such as litigation and industries relations.
36. ACKNOWLEDGMENTS
Your Company and its Directors wish to extend their sincerest thanks to the Members of
the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives,
Staff and workers at all levels for their continuous cooperation and assistance.
|
For Indo-Global Enterprises Limited |
Place: Ahmedabad |
Arvind Patel |
Shailesh Vaishnav |
Date: 3rd December, 2020 |
Director |
Director |
|
DIN: 08519927 |
DIN: 08178493 |
|