Your Directors have pleasure in presenting their 31stAnnual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2016.
Financial Performance of the Company:
Comparison of Last year and Current year profits of the company.
(Rs. In Lakhs)
|Particulars ||Year Ended on ||Year Ended on |
| ||31/03/2016 ||31/03/2015 |
|Income from operations ||893.77 ||52.72 |
|Other Income ||-- ||2.50 |
|Total Income ||893.77 ||55.22 |
|Total Expenditure ||804.47 ||50.86 |
|Interest ||1.47 ||0.00 |
|Profit before Amortization Depreciation & Prior Period Adjustment ||89.46 ||5.77 |
|Depreciation ||0.16 ||1.42 |
|Provision for Tax Current / Deferred ||28.22 ||1.06 |
|Net Profit after depreciation and tax ||61.07 ||3.13 |
|Profit / (Loss) brought forward ||15.74 ||12.60 |
|Net Profit / (Loss) carried to Balance Sheet ||76.81 ||15.74 |
Change in Nature of Business:
During the year Company has changed its object clause of Memorandum to include the realestate development and construction as one of the object of the company. This includesreal estate developments building construction and providing of wide range of servicesright from the start up to handing over of the project includes location feasibility ofthe project design approvals constructions interiors etc.
Review of Business Operations:
During the financial year 2015.16 the total revenue of the Company stood at Rs. 893.77lakhs as in earlier year it is 52.72 lakhs resulting in vast increase compared to lastyear. This increase was due to entry of the Company in the business activities in the realestate field which led the company to a better growth compared to last year. The realestate business activity will be more beneficial to the company. Our Company s net profitrises from 3.13 lakhs of previous years to 61.07 lakhs in the current financial year. Thecurrent year s revenue mainly includes the income generated from real estate developmentactivities. The revenue from health care services during the year under review wasRs.38.10 Lakhs whereas the revenue from the real estate development business was Rs.855.67 Lakh. Company has discontinued its operations of healthcare services from the lastquarter of the financial year under review.
Our Directors are in the planning of expanding the business hence they have notdeclared the dividend for the year ended on 31st March 2016. During the yearunder review no amount was transferred to General Reserves.
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.
Board of Directors and Key Managerial Personnel:
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. ChiragPanchal ||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) Regulations2015 ("ListingRegulations") the Company is exempted from requirement of having composition ofBoard as per Listing Regulations.
Meetings of the Board of Directors and Committees: Board Meeting:
During the year under review Board of Directors of the company met 18 (Eighteen) timesviz. 23.04.2015 01.05.2015 10.05.2015 29.05.2015 30.06.2015 01.07.2015 10.08.201529.09.2015 13.10.2015 23.10.2015 10.11.2015 04.12.2015 16.12.2015 01.01.201627.01.2016 02.02.2016 12.02.2016 22.02.2016. The gap between two consecutive meetingswas not more than one hundred and twenty days as provided in section 173 of the Act.
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 28.05.201509.08.2015 09.11.2015 11.02.2016. 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 become
Directors and may be appointed in senior management. During the year under reviewNomination and Remuneration Committee met once 30.04.2015. The composition of thecommittee is 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 Nomination and Remuneration Committee met once on 31.03.2016. The composition ofthe committee 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 2016 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. Assessedthe quality content and timelines of flow of information between the Management and theBoard and that is necessary to effectively and reasonable perform its duties.
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.
M/s Sharma & Pagaria Chartered Accountants Ahmedabad have been appointed asStatutory Auditors of the Company till the conclusion of third Annual General Meeting interms of the provisions of section 139 of the Companies Act 2013.
Reporting of Fraud:
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.
Mr. Rupesh Bhaidas Mehta who retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for reappointment. Mrs. Ushaben Bhanubhai TrivediIndependent Director of the company resigned from the directorship of the company witheffect from 30th November 2015. Mr. Dipak Anubhai Shah Independent Directorof the company resigned from the Board of the company with effect from 1stJanuary 2016. None of the Directors of the Company is disqualified from being appointedor reappointed as a Director as specified under Section 164 of the Companies Act 2013.
Declaration by Independent Directors:
The company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013.
Particulars of employees:
There are no employees in accordance with provisions of section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and remuneration ofManagerial Personnel) Rules 2014.
The company has not invited or accepted any Deposits as per provisions of section 73 to76 of the Companies Act 2013 or any other relevant provisions of the Act and under theCompanies (Acceptance of Deposit) Rules 2015 during the year under review.
Change in Share Capital:
During the financial year 6125000 equity shares are released from lock in pursuantto preferential allotment made on 31st January 2015. There is no change duringthe year under share capital of the Company.
Disclosure regarding issue of Equity shares with differential voting rights:
The Company has not issued any equity shares with differential voting rights during theFinancial year and it is therefore not required to make disclosures specified in Rule 4(4) of Companies (Share Capital and Debenture) Rules 2014.
Disclosure regarding issue of Sweat Equity Shares:
The Company has not issued any Sweat Equity Shares during the financial year and it istherefore not required to make disclosures specified in Rule 8 (13) of Companies (ShareCapital and Debenture) Rules 2014.
Disclosure regarding issue of Employee Stock Option:
The Company has not issued any shares under Employee Stock Option Scheme during thefinancial year and it is therefore not required to make disclosures specified in Rule 12(9) of Companies (Share Capital and Debenture) Rules 2014
The Company's shares are listed on the Bombay Stock Exchange Ltd. (BSE Ltd) andAhmedabad Stock Exchange Limited. The Listing Fees for the year 2016-17 has already beenpaid.
Extract of Annual Return:
The Extract of Annual return in form no MGT 9 pursuant to section 92(3) of theCompanies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules2014 as on the financial year ended on March 31 2016 is annexed herewith as Annexureto this report.
Loans Guarantees & Investments by the company:
Disclosures related to Loans guarantees and Investments covered under the provisionsof section 185 and 186 of the companies act 2013 are given in the notes to the financialstatement.
Contracts or arrangements entered into by the company with related parties:
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm's lengthbasis.
During the year under review Company does not have any subsidiary Company and none ofthe companies has become or ceased to be Company's subsidiaries joint ventures orassociate companies.
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.
Directors' Responsibility Statement:
The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare 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 new 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.
Secretarial Audit Report:
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. Pooja Agarwal Practicing Company Secretary to conduct Secretarial Audit forthe financial year 2015-16. The Secretarial Audit Report in MR-3 Form for the financialyear ended 31stMarch 2016 is annexed herewith marked as Annexure to thisReport. There are no qualifications reservations or adverse remarks made by theSecretarial Auditor in his report.
Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 is not applicable to the Company for the yearunder review.
Internal Financial Control:
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.
Details of Significant and Material Orders Passed by the Regulators or Courts orTribunals Impacting the Going Concern Status And Company s Operations In Future:
During the year under review no significant and material Orders were passed by any ofthe Regulators or Courts or Tribunals impacting the Going Concern status and Company soperations in future.
Sexual Harassment of woman at work place:
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and rules made thereunder 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.
Risk Management Policy:
The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either /or value to shareholders ability ofCompany to achieve objectives ability to implement business strategies the manner inwhich the Company operates and reputation as "Risks".
Environment & Safety:
The Company ensures the conduct of operations in such a manner so as to ensureadequate safety to environment and safety to natural resources.
Conservation of Energy Technology Absorption& Foreign Exchange:
Pursuant to the requirement under Section 134(3) of the Companies Act 2013 read withRule 8 of the Companies(Accounts)Rules 2014:
(a) The Company has no activity involving conservation of energy or technologyabsorption. (b) The Company does not have any Foreign Exchange Earnings. (c) The Companydoes not have any Foreign Exchange outgo.
Material changes and commitments affecting the financial position of the Company:
There are no material changes and commitments affecting financial position of theCompany which have occurred between the end of financial year and date of report.
Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.
| ||For Indo-Global Enterprises Limited |
|Place: Ahmedabad ||Chirag Panchal |
|Date: 06.09.2016 ||Director |
| ||DIN: 07039556 |