Indo-Global Enterprises Limited
The Board of Director of your Company has the pleasure in presenting the 32ndAnnual Report of Indo-Global Enterprises Limited together with audited financialstatements for the year ended on 31st March 2017.
Financial highlights and state of affairs
The important financial data is as under:
|Particulars ||2016-17 ||2015-16 ||% Change compared to Previous Year |
|Total Income ||24164894 ||89376813 ||(72.96) |
|Total Expenditure before Interest ||17018716 ||80284215 ||(78.80) |
|Depreciation & Tax || || || |
|Profit Before Interest Depreciation & Tax ||7146178 ||9092598 ||(21.41) |
|Depreciation ||10880 ||16299 ||(33.25) |
|Financial Interest ||3202848 ||146703 || |
|P&L before tax ||3932450 ||8929596 ||(55.96) |
|Less: Provision for Tax ||1370279 ||2822442 ||(51.45) |
|P&L after Tax ||2562171 ||6107154 ||(58.05) |
During the financial year 2016-17 the net revenue from operations for the standaloneentity decreased to Rs. 241.65 lakh from Rs. 893.77 Lakh in the previous year showing adecline of around 73%. In line with decrease in revenues the operating profit beforeinterest tax depreciation and amortization (EBITDA) decreased from Rs. 90.93 lakh to Rs.71.46 lakh and there was a profit after tax of Rs. 25.62 lakh for the year under review asagainst a profit after tax of Rs. 61.07 lakh for the previous financial year. The decreasein the revenue and profits is due to general recession in the real estate sector duringthe financial year 2016-17 and hence the Company has not commenced any new developmentprojects.
During the year there has been a decrease in the earning of the company. Consideringthe Company's performance during the year fall in earnings and need of internal accrualsof fund to growing business operations the Directors do not propose payment of anydividend for the financial year 2016-17.
TRANSFER TO RESERVES:
Considering the decline in the revenue and the profit during the financial year2016-17 the Company does not propose to transfer any amount to the General Reserve.
Reflecting the downward trends of the overall economy the year 2016-17 has not been anencouraging and favourable year for the real estate sector. Scheme of Demonetisation ofGovernment has aggravated to this situation After this move transactions in real estatehave virtually dried up particularly in the land and capital raising for the business.Residential and Commercial sales' enquiries have witnessed a drop and prices in realestate markets are softening leading to over inventory of finished units. Considering thelow 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 planningto join hands under joint development or so in some of the ongoing projects which are atstrategic locations. This is to avoid the pressure of the unsold inventory on completionof the project and also to have limited financial commitment when the market scenario isyet to improve.
Changes During the Year
(a) Nature of Business: During the financial year under review there was no changein the nature of business of the company.
(b) Capital: During the financial year there was no change in the authorized ShareCapital and Paid up share capital of the company.
(c) Subsidiaries: Company does not have any subsidiaries. (d) Other changesif any do not affect financial positions.
The Company has not accepted any deposits pursuant to sec. 73 of the Companies Act2013.
There has been no change in the management of your company. Further pursuant toprovisions of companies Act 2013 and the articles of association of the Company Dr.Preeti Mehta (DIN:00098445) is liable to retire by rotation at the ensuing annual generalmeeting and being eligible has offered herself for re-appointment. Her reappointment isrecommended.
Number of Board Meeting
During the financial year under review the board of directors met 7 (Seven) times. Thedetails of the dates of the board meeting and the attendance of directors are providedhere in below.
|Date of Meeting ||Mr. Chirag Panchal ||Mr. Rupesh Mehta ||Ms. Preeti Mehta ||Mr. Sunil Raghu ||Mr. Rajesh Patel |
|30/05/2016 ||Attend ||- ||- ||Attend ||Attend |
|13/08/2016 ||Attend ||- ||- ||Attend ||Attend |
|06/09/2016 ||Attend ||- ||- ||Attend ||Attend |
|14/11/2016 ||Attend ||- ||- ||Attend ||Attend |
|31/01/2017 ||Attend ||- ||Attend ||- ||Attend |
|13/02/2017 ||Attend ||- ||- ||Attend ||Attend |
|20/03/2017 ||Attend ||Attend ||- ||Attend ||- |
A Statement on declaration given by Independent directors:
The company has received declaration from all the independent directors confirming thatthey meet with the criteria of independence as laid out under sub-section 6 of section 149of the
Companies Act 2013 and the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.
Company's policy on Director's appointment Remuneration and information:
The Board of the Company comprises of five Directors out of which one is PromoterExecutive Director one is Promoter Non-Executive Director and remaining Directors areNon-Promoter Non-Executive independent Directors. As on the date of this report the Boardcomprises following Directors.
|Name of Director ||Category cum Designation ||Date of Appointment at current term & designation ||Total Directorship ||No of Committees* in which director is member / chairman ||No. of Shares held as on March 31 2016 |
|Dr. Rupesh Mehta ||Promoter Non Executive Director ||24/01/1986 ||1 ||1 ||40000 equity shares |
|Dr. Preeti Mehta ||Managing Director ||21/11/1986 ||2 ||1 ||40000 equity |
| || || || || ||share |
|Mr. Chirag Panchal ||Non Promoter Non Executive Independent Director ||14/02/2015 ||1 ||1 ||125000 equity shares |
|Mr. Rajesh Patel ||Non Promoter Non Executive Independent Director ||14/02/2015 ||1 ||1 ||125000 equity shares |
|Mr. Sunil Raghu ||Non Promoter Non Executive Independent Director ||24/12/2014 ||2 ||2 ||125000 equity shares |
*Committee includes Audit Committee and Shareholders' Grievances Committee across allPublic Companies.
The composition of Board complies with the requirements of the Companies Act 2013("The Act"). Further in pursuance of Regulation 15(2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Company is exempted from requirement of having composition ofBoard as per Listing Regulations.
Committees of the Board:
Currently the company has three committees Audit Committee Shareholders/InvestorsGrievance Committee and Remuneration Committee. Compositions of these committees are incompliance with the Companies Act 2013.
The Company has formed the Audit Committee in line with provisions of section 177 ofthe companies act 2013. The Committee met four times during the year on 30.05.201613.08.2016 14.11.2015 13.02.2016. The composition of the committee is as under:
|Name of members ||Designation |
|MR. Sunil Shrichand Raghu ||Chairman |
|Mr. Rajesh Purushottambhai Patel ||Member |
|Dr. PreetiRupeshbhai Mehta ||Member |
The Company has formed Nomination and Remuneration committee in line with theprovisions Section 178of the Companies Act 2013. Nomination and Remuneration Committeemeetings are generally held for identifying the person who is qualified to becomeDirectors and may be appointed in senior management. During the year under reviewNomination and Remuneration Committee met once 22.04.16 The composition of the committeeis as under:
|Name of members ||Designation |
|Mr. Rajesh Purushottambhai Patel ||Chairman |
|Mr. Chirag Prabodhbhai Panchal ||Member |
|Dr. Preeti Rupeshbhai Mehta ||Member |
Shareholder Grievance Committee:
The Company has formed Shareholder Grievance Committee for redressal / complaints ofstakeholders. The terms of reference of the committee includes redressal of grievances ofshareholders relating to transfer of shares non-receipt of Annual reports non-receipt ofdividend warrants recording the change of address nomination etc. During the year underreview shareholder Grievance Committee met once on 31.03.17. The composition of thecommittee is as under:
|Name of members ||Designation |
|MR. Chirag Prabodhbhai Panchal ||Chairman |
|Mr. Sunil Shrichand Raghu ||Member |
|Dr. Rupesh Bhaidas Mehta ||Member |
Independent Directors' Meeting:
During the year under review a separate meeting of independent directors was held on31st March 2017 inter alia to discuss: 1. Performance of Non-IndependentDirectors and Board as a whole 2. Performance of the Chairperson of the Company takinginto account the views of Executive Directors and Non-Executive Directors 3. Assessed thequality content and timelines of flow of information between the Management and the Boardand that is necessary to effectively and reasonable perform its duties.
Annual Evaluation of Board's Performance:
The Board adopted a formal mechanism for evaluating its performance and as well as thatof its committees and individual directors including directors including the chairman ofthe board. The exercise was carried out through a structured evaluation process coveringvarious 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 governanceissues etc.
The evaluation of the Independent Directors was carried out by the entire board on theparameters such as: Knowledge & skills; professional conduct duties Role andFunctions and the evaluation of Non-Independent Directors was carried out by theIndependent Directors. The Directors were satisfied with the evaluation results whichreflected the overall engagement of the board and its Committees with the Company.
Directors Responsibility Statement
(a) In the preparation of the annual accounts the applicable accounting standard hadbeen followed along with proper explanation relating to material departures; (b) Thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; (c) The directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities. (d) The directors had prepared the annual accounts on agoing concern basis; (e) The directors in the case of a listed company had laid downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively; (f) The directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
During the year under Review Securities & Exchange Board of India (SEBI)introduced Listing Regulations SEBI(Listing Obligations and DisclosureRequirements)Regulations 2015 effective from December 1 2015. However pursuant toRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company is not required to mandatorily comply with the provisions of certainregulations of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015and therefore the Company has not provided a separate report on Corporate Governancealthough few of the information are provided in this report of Directors under relevantheading. The Company has complied with applicable provisions of Corporate Governance ofthe Companies Act 2013.
M/s. Sharma & Pagaria Charted Accountants have been appointed as statutoryAuditors of the company to hold office for a period of five years subject to ratificationof their appointment at every Annual General Meeting. The Statutory auditors of thecompany for the Financial Years 2016-17 i.e. to hold office from this annual generalmeeting till the conclusion of next Annual general meeting of the company. M/s. Sharma& Pagaria charted Accountants have confirmed their willingness and eligibilitypursuant to the provisions of sec. 139 & 141 of the Companies Act 2013.
The ratification of the auditor's appointment is recommended.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Ms. Ankita Patel Practicing Company Secretary to conduct Secretarial Audit forthe financial year 2016-17. The Secretarial Audit Report in MR-3 Form for the financialyear ended 31stMarch 2017 is annexed herewith marked as Annexure to thisReport.
Explanation to Auditors Observations:
(a) Statutory Auditors: There are no negative observations or remarks by the statutoryAuditors.
(b) Cost Auditors: The provision of section 148 of the companies Act 2013 pertaining toappointment of Cost Auditor are not applicable to the company and hence this point is notapplicable.
(c) Secretarial Auditors: Company is in process of finding a suitable candidate to beappointed as CFO. Secondly as certain forms are pending to be filed with MCA due tooversight and company is in process to comply with the pending filings.
(d) Internal auditors: The Company has carried out internal audit work in house and theInternal Auditors directly report to the Audit Committee. During the year under review nomaterial or serious observation has been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls.
Particulars of Loans Guarantee and Investments
Particulars of Loans Guarantee and Investment made by the company in terms of thesection 186 of the Companies Act 2013 are provided herein below:-
|Sr. No. ||Name of the Party ||Amount of Loan given during the year ||Amount of Guarantee ||Amount of Investments |
|1 ||Investment in Equity Shares of Kalupur Commercial Co-op. Bank Limited Investment made at cost in the FY 2015- 16. ||Nil ||Nil ||200100 |
Particulars of Contract/Arrangement with Related Parties:-
During the year under review the company does not have any Related Party Transactions.
The management is sensitive to the risk factors to which the company is exposed thoughno formal policy has been formulated the management makes consistent and deliberateefforts to mitigate the risk factors to the minimum levels so that performance of thecompany remains unhampered.
Corporate Social Responsibility
Under Section 135 of the Companies Act 2013 the provision of Corporate SocialResponsibility is not applicable to the Company for the financial year 2015-16.
The Company does not have any subsidiaries joint venture and associates.
Significant and Material orders passed by Regulators:-
During the financial year under review no significant and material orders impacting thegoing concerns status and company's operations in future have been passed by anyregulators or courts or tribunals.
Internal Financial Control and their adequacy
The Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. The scope and authority of the Internal Audit (IA)function is defined in the Internal Audit Charter.
Extracts of Annual Return:-
The details forming part of the Extracts of Annual Return in form MGT-9 as requiredunder section 92 (3) of the Companies Act 2013 is annexed to this report.
Conservation of Energy Technology Absorption Foreign Exchange Earning and out go:-
The details of the Conservation of Energy Technology Absorption Foreign ExchangeEarning and out go as required under section 134 (3) (m) of the Companies Act 2013 isannexed to this report.
Disclosure of Vigil Mechanism:-
The Company has a whistle blower policy to deal with any instance of fraud andmismanagement. The employees of the Company are free to report violations of any lawsrules regulations and concerns about unethical conduct to the Audit Committee under thispolicy. The policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination with any person for a genuinely raised concern.
Particulars of Employees/Directors:
(a) Statement showing details of employees drawing remuneration exceeding the limitsspecified in Rule 5(2) of the companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014.
During the financial year under review there were no employees who were in receipt ofremuneration exceeding the limits specified in Rule (5) (2) of the Companies (Appointment& Remuneration of Managerial Remuneration)Rules 2014.
(b) Details of ESOP in terms of Rule 12(9) of the Companies (Share Capital andDebentures)Rules 2014. During the financial year under review the company has not issueany ESOP.
(a) Details of Equity Shares with Differential Voting Rights in terms of Rule 4(4) ofthe companies (Share Capital & Debentures) Rules 2014.
During the financial year under Review the company has not issued any Equity shareswith differential voting right as to dividend voting or otherwise and hence this point isnot applicable.
(b) Details of Sweat Equity Shares in terms of Rule 8(13) of the Companies (shareCapital & Debentures) Rules 2014.
During the Financial Year under review the Company has not issued any Sweat EquityShares and hence this point is not applicable.
(c) Detailed reason for revision of financial statements and reports of the board interms of sec. 131(1) of the companies Act 2013. - Not applicable
(d) Prevention of Sexual harassment at workplace:-
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules made there under your Company hasconstituted Internal Complaints Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment. During the year under review there were nocomplaints pertaining to sexual harassment.
The director wishes to place on record their appreciation of the devoted services tothe workers staff and officers who have largely contributed in the smooth functioning ofthe Company. The directors also express their heart full gratitude to the bankers of thecompany for their continued Co-operation & support.
| ||For Indo-Global Enterprises Limited || |
|Place: Ahmedabad ||Rajesh Patel ||Chirag Panchal |
|Date: 4th September 2017 ||Director ||Director |
| ||DIN: 07039609 ||DIN: 07039556 |