IGC Industries Ltd.
|BSE: 539449||Sector: Others|
|NSE: N.A.||ISIN Code: INE099S01016|
|BSE 00:00 | 28 Sep||IGC Industries Ltd|
|NSE 05:30 | 01 Jan||IGC Industries Ltd|
|BSE: 539449||Sector: Others|
|NSE: N.A.||ISIN Code: INE099S01016|
|BSE 00:00 | 28 Sep||IGC Industries Ltd|
|NSE 05:30 | 01 Jan||IGC Industries Ltd|
DIRECTOR'S REPORT & MANAGEMENT DISCUSSION & ANALYSIS
It our pleasure to present the 38th Annual Report on the business and operations of theCompany and the accounts for the Financial Year ended 31st March 2019.
1. Financial summary or highlights/Performance of the Company: (Rs.)
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. 5261003/- as against Rs. 492224271/- in the previousyear. The net loss of the Company for the year under review was placed at Rs. 42792/- asagainst net profit of Rs. 107397/- in the previous year.
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 2019.
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 2018-19 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 2019 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. 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.
7. Directors and KMP'S:
The Board has recommended the appointment Mr. Bhavesh Vora as Non-executive IndependentDirector of the Company for one more term of five years till the conclusion of the 43rdAnnual General Meeting of the Company to be held in the year 2024. Mr. Bhavesh Vora hasgiven a declaration to the Board that he meets the criteria of independence as providedunder Section 149(6) of the Act.
The Directors has given the declaration to the Board that they met the criteria ofindependence as provided under Section 149(6) of the said Act and also confirmed that theywill abide by the provisions as mentioned in Schedule IV of the Companies Act 2013.
Following are the Directors and KMP's of your Company as on 31st March 2019:
8. 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.
9. Familiarization Program for Independent Directors:
The Company has practice of conducting familiarization program of the IndependentDirectors as detailed in the Corporate Governance Report which forms part of the AnnualReport.
10. 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 interestedin obtaining a copy thereof such Member may write to the Company Secretary in this regardand 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.
During the year 6 (Six) Board Meetings and 5 (Five) Audit Committee Meetings wereconvened and held. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
12. 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.
13. 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.
14. Details of Subsidiary/Joint Ventures/Associate Companies (if any):
The Company does not have any subsidiary/ Joint Venture/Associate Companies.
M/s. Motilal & Associates Chartered Accountants retiring auditors being eligibleto continue as Statutory Auditors are hereby re-appointed as the Statutory Auditor of theCompany for a perid of Five consecutive years to hold office from the conclusion of thisAnnual General Meeting ('AGM') until the conclusion of the Forty Second AGM of theCompany at a remuneration as may be determined by the Board of Directors of the Companyand reimbursement of all out-of-pocket expenses in connection with the audit of theaccounts.
16. Auditors' Report:
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are selfexplanatory and do not call for any further comments.
17. Secretarial Audit:
In terms of Section 204 of the Act and Rules made there underMs. Shivali JhanwarCompany Secretary have been appointed Secretarial Auditors of the Company. The Company hasprovided all the assistance and facilities to the Secretarial Auditor for conducting theiraudit. Report of Secretarial Auditors for the F.Y 2018-19 in Form MR-3 is annexed to thisreport as Annexure-2.
The Secretarial Audit Report contain below qualifications reservation or adverseremark:
1. The Company has not disseminated to the exchange the newspaper publications made bythe Company during the year as required under regulation 47(1) and (3) of SEBI (LODR)Regulation 2015.
2. The Company has not complied with the requirement of appointment of Internal Auditoras per the section 138 of the Companies Act 2013.
3. The Whole Time Company Secretary of the Company has not certified/signed the AnnualReturn (MGT-7) of the Company for F.Y. 2017-18 as per requirements of Section 92 ofCompanies Act 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.
The Digital Signature Certificate of the Company Secretary was misplaced becauseof which she could not sign the Annual Return for the F.Y. 2017-18.The Management isensuring that due care will be taken to avoid such instances in future.
The Company has published the result in the newspaper as required underRegulation 47 of the SEBI (LODR) Regulation 2015 within the prescribed time. Aslo theresult were uploaded on exchange within prescribed time. However the dissemination ofnewspaper publications to the exchange is not a mandatory requirement as per the LODRRegulation. Thus the Company has not violated the provision of SEBI (LODR) Regulation2015.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
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.
24. 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.
25. 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.
26. 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.
27. 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/
28. 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.
29. 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.
30. 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.
31. Foreign Exchange Earnings or Outgo:
During the period under review there was no foreign exchange earnings or out flow.
32. Corporate Social Responsibility (CSR):
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within thepurview of Section 135(1) of the Companies Act 2013 andhence it is not required to formulate policy on corporate social responsibility.
33. 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 2019 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.
34. 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).
35. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 toThe Calcutta Stock Exchange Limited and Bombay Stock Exchange where the Company's Sharesare listed.
36. 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 pre-clearance 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.
37. 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.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers for their continuous co-operation and assistance.