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IGC Industries Ltd.

BSE: 539449 Sector: Others
NSE: N.A. ISIN Code: INE099S01016
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OPEN 39.65
CLOSE 39.65
VOLUME 50
52-Week high 48.00
52-Week low 27.90
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IGC Industries Ltd. (IGCINDUSTRIES) - Director Report

Company director report

Dear Members

It our pleasure to present the 39th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended 31stMarch 2020.

1. Financial summary or highlights/Performance of the Company: (Rs.)

Particulars Year Ended 31/03/2020 Year Ended 31/03/2019
Income 1946733 10031066
Less: Expenses 11945137 7541992
Less: Depreciation 1684322 2369161
Exceptional Items - -
Profit after Depreciation & Interest (11682726) 119913
Provision for Taxation - -
Provision for Tax (deferred) - 77704
Excess /short provision of tax - 85001
Profit after Tax (11682726) (42792)
Net profit / (Loss) (11682726) (42792)
Balance carried to Balance Sheet (11682726) (42792)

2. Brief description of the Company's working during the year/State of Company'saffair:

During the year under review the Gross Revenue From Operation of the Company in thecurrent year is stood at Rs. 222240/- as against Rs. 5261003/- in the previous year.The net loss of the Company for the year under review was placed at Rs.11682726/- asagainst net profit of Rs. 42792/- in the previous year.

3. Dividend:

In view of the planned business growth your Directors deems it proper to preserve theresources of the Company for its activities and keeping in mind the expansion of businessactivities the Board of Directors consider it prudent and recommend not declaring anydividend for the year ended March 31 2020.

4. General Reserves:

During the year the Company has not proposed to transfer any amount to the GeneralReserve of the Company.

5. Share Capital:

During the year 2019-20 the Company has Authorised Capital Rs. 100000000/- (RupeesTen crores only) divided into 10000000 (One crore) equity shares of Rs.10/- (RupeesTen) till the year end .

The paid-up equity capital as on March 31 2020 was Rs. 22400000/-(Rupees Two CroreTwenty Four Lacs only) divided into 2240000 (Twenty Two lacs Forty Thousand) equityshares of Rs.10/- (Rupees Ten) each.

6. Change in Nature of Business:

During the year Company had changed its business activity by adding the activity ofmanufacturing and trading like Plastic degradable bags biodegradable bags and otherenvironmentally friendly products etc. by passing a resolution through postal ballot 10thMarch 2020.

7. Management Discussion & Analysis Report:

Management Discussion and Analysis Report for the year under review as stipulated underClause 49 of the listing agreement with the Stock Exchanges in India is presented asAnnexure - 1 forming part of the Annual Report.

8. Directors and KMP'S:

During the year under review Ms. Disha Mehta had resigned from the position ofManaging Director & CFO on 14th June 2019 and Ms. Prachi Marwah has been appointed asManaging Director on 14th June 2019 whose appointment was regularised in 38thAnnual General Meeting.

Mr. Shailesh Muknak has been appointed as an additional Executive Director and CFO on14th June 2019 and was re-designated as Whole Time Director in 38thAnnual general Meeting. However he resigned from both the position on 15thJanuary 2020. Mrs. Tejal shah was appointed as Whole Time Director & CFO on 15thJanuary 2020.

Mr. Dattatreya Gurav was resigned from the position of No-Executive IndependentDirector on 14th June 2019.

Mr. Bhavesh Vora & Mr. Shivang Vora had resigned from the position of No-ExecutiveIndependent Director on 11thMarch 2020. Mr. Mahendar Khirodwala & Mr.Jayalal Pathak were appointed as No-Executive Independent Director on 11thMarch 2020.

Mr. Kishor Bamble had resigned from the position of No-Executive Independent Directoron 15th January 2020 and Mr. Chattar Kumar Goushal was appointed asNo-Executive Independent Director on 15th January 2020.

Ms. Swati Dhanuka Company Secretary and Compliance Officer of the Company had resignedfrom the said post on 30th September 2019 .

The Board has recommended the regularisation of appointment of Mr. Mahendar Khirodwala& Mr. Jayalal Pathak as Non-executive Independent Director of the Company for a termof five years till the conclusion of the 44th Annual General Meeting of the Company to beheld in the year 2025. Mr. Mahendar Khirodwala & Mr. Jayalal Pathak has given adeclaration to the Board that they meets the criteria of independence as provided underSection 149(6) of the Act.

All the Independent Directors has given their declaration to the Board that they metthe criteria of independence as provided under Section 149(6) of the said Act and alsoconfirmed that they will abide by the provisions as mentioned in Schedule IV of theCompanies Act 2013.

Following are the Directors and KMP's of your Company as on 31st March2020:

Sr. No. Name Designation
1 Ms. Prachi Marwah Chairman and Managing Director
2 Mrs. Tejal shah Whole Time Director & CFO
3 Mr. Mahendar Khirodwala Director
4 Mr. Jayalal Pathak Director
5 Mr. Chattar Kumar Goushal Director

9. Code of Conduct for Directors and Senior Management:

The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company.

10. Familiarization Program for Independent Directors:

The Company familiarizes its Directors including independent directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through on variousprograms.

11. Particulars of Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is

interested in obtaining a copy thereof such Member may write to the Company Secretaryin this regard and

the same will be furnished on request.

Particulars of Employees pursuant to section 134(3)(q) of the Companies Act 2013 readwith rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014:

a) None of the employees was employed throughout the financial year who was in receiptof

remuneration exceeding Rs. 10200000/- per annum or more. Therefore Rule 5(2)(i) ofthe captioned Rules is not applicable.

b) None of the employees was employed throughout the financial year who was in receiptof

remuneration exceeding Rs. 850000/- per month. Therefore Rule 5(2)(ii) of thecaptioned Rules is not applicable.

c) No employee is a relative of any Director or Key Managerial personnel of theCompany.

Therefore Rule 5(2)(iii) of the captioned Rules is not applicable to any employee.

12. Meeting:

During the year 17 (Seventeen) Board Meetings and 6 (Six) Audit Committee Meetingswere convened and held. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

13. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Regulations& Disclosure Requirements) Regulation 2015 the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

14. Declaration by an Independent Director(s):

The Company has received necessary declaration from each of the Independent Directorsunder section 149(7) of the Companies Act 2013 that he/she meets the criteria ofIndependence laid down in section 149(6) of the Companies Act 2013.

15. Details of Subsidiary/Joint Ventures/Associate Companies (if any):

The Company does not have any subsidiary/ Joint Venture/Associate Companies.

16. Auditors:

M/s. PMPK & Company Chartered Accountants Mumbai having RegistrationNumber.019681N Statutory auditors of the Company were appointed in 38th AnnualGeneral Meeting held in the FY 2018-2019 for a period of 5 years till the conclusion ofthe 43rd Annual General Meeting. The Statutory Auditors have confirmed theireligibility pursuant to section 139 of the Companies Act 2013.

Vide Notification dated May 7 2018 issued by Ministry of Corporate Affairs; therequirement of seeking ratification of appointment of Statutory Auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in Noticeof the 09th Annual General Meeting.

17. Auditors' Report:

The Statutory Auditors' Report to the members on the Accounts of the Company for thefinancial year ended 31st March 2020 contains below qualificationsreservations or adverse remarks:

1. The company has not appointed an Internal Auditor or a firm of Internal Auditors forconducting Internal Audit of the company as required under section 138 of the CompaniesAct 2013 read with Rule 13 of Companies (Accounts) Rules 2014.

Management Representation on Auditor's qualification:

• The Company is in process of searching a suitable candidate for the post ofInternal Auditor under Section 138 Companies Act 2013.

18. Secretarial Audit:

In terms of Section 204 of the Act and Rules made there under M/s. Aditya Shah &Associates Practicing Company Secretary Mumbai (Mem No.58883- & COP No.22912) havebeen appointed Secretarial Auditors of the Company. The Company has provided all theassistance and facilities to the Secretarial Auditor for conducting their audit. Report ofSecretarial Auditors for the F.Y 2019-20 in Form MR-3 is annexed to this report asAnnexure-

2.

The Secretarial Audit Report contain below qualifications reservation or adverseremark:

a. The Company has not appointed Internal Auditor as per Section 138(1) of CompaniesAct 2013.

Management Representation on Auditor's qualification:

• The Company is in process of searching a suitable candidate for the post ofInternal Auditor under Section 138 Companies Act 2013.

19. Vigil Mechanism:

The Company has a vigil mechanism named Fraud and Risk Management (FRM) Policy to dealwith instance of fraud and mismanagement if any.

The Company has a Fraud Risk and Management (FRM) Policy to deal with instances offraud and mismanagement if any. The FRM Policy ensures that strict confidentiality ismaintained while dealing with concerns and also that no discrimination will be made out toany person for raised concern.

A high-level Committee has been constituted which looks into the complaints raised. TheCommittee reports

to the Audit Committee and the Board.

20. Risk management policy:

Pursuant to section 134(3)(n) of the Companies Act 2013 & Regulation 21 of theSEBI (Listing Obligations and Disclosure Requirements)2015 the Company is not entitledto constitute a risk management committee.

21. Extract of the annual return:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT 9 as part of this Annual Report as Annexure -3.

22. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

23. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:

The Company has developed adequate Internal Control Systems (ICS) in place to ensure asmooth functioning of its business. The Control System provides a reasonable assurance ofrecording the transactions of its operations in all material aspects and of providingprotection against misuse or loss of Company's assets. The ICS and their adequacy arefrequently reviewed and improved and are documented.

24. Deposits:

During the year under review your Company has not accepted any deposits from thepublic within the meaning of section 73 to 76 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.

25. Particulars of loans guarantees or investments under section 186:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

26. Particulars of Contracts or Arrangements with Related Parties:

During the year under review the Company had not entered into anycontract/arrangement/ transaction with related parties which could be considered materialas per listing agreement with stock exchanges. Further there are no materiallysignificant related party transactions during the year made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons.

The particulars of contracts or arrangements entered into by the Company with relatedparties referred to in Section 188(1) of the Companies Act 2013 as prescribed in FormAOC-2 are appended as Annexure - 4.

27. Reporting of fraud:

The Auditors have not reported any fraud as specified under Section 143(12) of theCompanies Act 2013 other than those which are reportable to the Central Government.

28. Policies on Directors' Appointment And Remuneration:

The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended asAnnexure - 5 to this Report. The web address where the policy is uploaded ishttp://igcindustriesltd.com/

29. Corporate Governance Certificate:

The provisions of Regulation 17 to 27 Regulation 46 (2) (b) to (i) and Schedule V ParaC D and E of SEBI LODR Regulations 2015 is not applicable to the Company.

30. Obligation of Company Under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:

The Company has a policy of zero tolerance for sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under.

31. Conservation of energy technology absorption and foreign exchange earnings andoutgo:

The particulars of conservation of energy and technology absorption as required underSection 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 are not applicable to this Company.

32. Foreign Exchange Earnings or Outgo:

During the period under review there was no foreign exchange earnings or out flow.

33. Corporate Social Responsibility (CSR):

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within the purview of Section 135(1) of the Companies Act 2013 andhence it is not required to formulate policy on corporate social responsibility.

34. Directors' Responsibility Statement:

Pursuant to Section217 (2AA) of the Companies (Amendment) Act 2000 the Directorsconfirm that:

1. In the preparation of the annual accounts for the year ended 31st March 2020 allthe applicable accounting standards prescribed by the Institute of Chartered Accountantsof India have been followed.

2. The Directors had adopted such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern basis.

5. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

6. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

35. Transfer of Amounts to Investor Education and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

36. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 toThe Bombay Stock Exchange where the Company's Shares are listed.

37. Prevention of Insider Trading:

Your Company has adopted a Code of Conduct for Prevention of Insider Trading with aview to regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code.

38. Maintenance of Cost Records

The Company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013 and accordingly such accountsare not made and maintained by the Company.

39. Acknowledgements:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers for their continuous co-operation and assistance.

By Order of the Board of Directors
Date: 25th August 2020 For IGC Industries Limited
(Formerly Known as IGC Foils Limited)
Registered Office: Sd/-
Imax Lohia Square Office No. 4B Mrs. Prachi Marwah
4th Floor Premises No. 23GangadharBabu Lane DIN:08480611
Kolkata - 700012 West Bengal. Chairman Cum Managing Director

.