India Green Reality Limited
Your Directors present the 9th Annual Report of your Company togetherwith the Audited Financial Statement for the financial year ended 31st March 2018.
1. FINANCIAL HIGHLIGHTS
|Particular || |
|Income for the year was || |
|Profit before Financial Charges Depreciation and Taxation || |
| || || |
|Out of which Provisions have been made for :- || || |
|Financial Charges || |
|Depreciation || |
|Provision for Taxation: || || |
|i. Current Income Tax || |
|ii. Deferred Tax || || |
|Profit after Income Tax || |
2. OPERATION & REVIEW
To receive consider and adopt the audited Balance Sheet as at 31stMarch 2018 and Statement of Profit
& Loss together with Notes forming part thereto ("FinancialStatement") for the year ended on 31st March 2018 and Report of the Board ofDirectors and Auditors thereon.
Total Revenue from operation of the company is Rs. 31874175/- Andthe net Profit after tax is Rs. 14007736 For the Financial year 2018-19.
The Board of Directors has not recommended any dividend for the year.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND
Since there was no unpaid/unclaimed dividend the provisions of Section125 of the Companies Act 2013 do not apply.
5. TRANSFER TO RESERVES
During the year under review the Company has not transferred anyamount to General Reserves account.
6. CHANGE IN THE NATURE OF THE BUSINESS
During the year there is no change in the nature of the business ofthe Company
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Retirement By Rotation
In accordance with the provisions of the Companies Act 2013 Mr.Amitava Samanta Director of the company who is liable to retire by rotation beingeligible for reappointment offers himself for reappointment. Appropriate resolutions forthe re-appointment are being placed for your approval at the ensuing AGM. b)Resignation of Directors and Key Managerial personnel:
The Board of Director in Their Meeting held on 12th Oct 2017 hasaccepted the Resignation of Mr. Manohar B Chunara from the Post of the IndependentDirector with effect from 01 October 2017. During the Year the Board has also acceptedthe Resignation of Mr. Shankar P bhagat from the post Independent Director W.e.f. 29thNovember 2017
8. NUMBER OF BOARD MEETINGS
As per section 173 of the companies Act 2013 during the year 06 boardmeeting were convened and held they are 30/05/2017 01/09/2017 14/11/2017 12//10/201729/11/2017 and 12/02/2018
9. CHANGE IN CAPITAL SRUCTURE OF COMPANY
During the year under review The Company has not made any Allotments.
10. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR)Regulation 2015 the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsVarious Committees.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act2013 with respect to Directors' Responsibility Statement it is hereby confirmed that:
(a) In the preparation of the annual accounts the applicableaccounting standards have been followed along with explanation relating to materialdepartures;
(b) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit/loss of the company for that period;
(c) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) The directors have prepared the annual accounts on a going concernbasis; and
(e) The directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
(f) The directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
1 2. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial Controls withreference to Financial Statements. The Board has inter alia reviewed the adequacy andeffectiveness of the Company's internal financial controls relating to its financialstatements.
During the year such Controls were tested and no reportable materialweakness was observed
13. REMUNERATION POLICY
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration.
Your Company has neither invited nor accepted any fixed deposit fromthe public during the year. 8
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013
During the year the Company has not given any loan guarantee orprovided security in connection with the loan to any other body corporate or person ormade any investments hence no particulars of the loans guarantees or investments fallingunder the provisions of Section 186 of the Companies Act 2013 are provided by the Board.
1 6. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as per section 92 of the Companies Act2013 read with Rule 12 of the Companies (Management and administration) Rules 2014 inForm MGT-9 is annexed herewith to this report as "Annexure-A"
17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITSCORPORATE SOCIAL
The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable.
18. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS ORTRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review the Equity Shares of our company have beenlisted on the SME Exchange of BSE. However there is No other significant and materialorder was passed by regulators or courts or tribunals impacting the going concern statusand company's operations in future.
19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position ofthe Company have occurred between the end of the financial year to which this financialstatements relate and the date of this report.
M/S Dhaval Padiya and Co. (FRN- 140653W) Chartered Accountants theStatutory Auditors of the Company were appointed for the Financial year 2017-18 theCompany shall place the matter relating to such ratification by members at every annualgeneral meeting and therefore it is proposed to ratify the appointment of M/S DhavalPadiya and Co. (FRN- 140653W) Chartered Accountants as the Statutory Auditors of theCompany.
The consent of M/S Dhaval Padiya and Co. (FRN- 140653W) CharteredAccountants along with certificate under Section 139 of the Act has been obtained to theeffect that their appointment if made shall be in accordance with the prescribedconditions and that they are eligible to hold the office of Auditors of the Company.
In terms of Section 204 of the Act and Rules made there underPracticing Company Secretary have been appointed as Secretarial Auditor of the Company.The report of the Secretarial Auditor is enclosed to this report as "Annexure -B" The report is self-explanatory.
With reference to the remarks and observation of the secretarialAuditor the following explanations have been submitted by the board of directors of thecompany.
Our Company took all reasonable steps to do such appointments but asour Company is not doing well in its present line of business activity it failed toattract right candidates for such post. The Board of our Company continues its efforts tosearch right candidate for the post of Company Secretary and will appoint the CompanySecretary as soon as possible.
The Company has not appointed the Cost Auditor as pursuant to Section148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) AmendmentRules 2014 the cost audit is not applicable to the Company.
21. RELATED PARTY TRANSACTIONS
During the year under review contracts or arrangements entered intowith the related party as defined under section 188 of the companies Act 2013 were inordinary course of business and on arms' length basis. Details of the transactionspursuant to compliance of section 134(3)(h) of the companies act 2013 and rule 8(2) ofthe companies (Accounts) Rule 2014 are annexed herewith as per "Annexure C".
However there are no materially significant related party transactionsmade by the company with Promoters Key Managerial Personnel or other designated personswhich may have potential conflict with interest of the company at large.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND
The particulars as required under the provisions of Section 134(m) ofthe Companies Act 2013 in respect of conservation of energy and technology absorptionhave not been furnished considering the nature of activities undertaken by the companyduring the year under review. Further during the year under review the Company hasneither earned nor used any foreign exchange.
23. CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosuresrequirement) Regulation 2015 Company being listed on SME (Small and Medium EnterprisePlatform) is exempted from the provision of corporate governance. Hence CorporateGovernance Report is not to be attached with this Annual report.
24. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/STAKEHOLDERS' RELATIONSHIP
A. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to theprovisions of Section 177 of the companies Act 2013.
Terms of reference:
The broad terms of reference of the Audit Committee are as under:
Reviewing of the Company's financial reporting process and thedisclosure of its financial information
To ensure that the financial statement is correct sufficient andcredible.
Recommending the appointment remuneration and terms of appointment ofexternal Auditor.
Review and monitor the auditor's independence and performance andeffectiveness of audit process.
Approval or any subsequent modification of transactions of the companywith related parties
Scrutiny of inter-corporate loans and investments
Valuation of undertakings or assets of the Company wherever it isnecessary.
Monitoring the end use of funds raised through public offers andrelated matters.
Reviewing with management the Annual financial statements and halfyearly and Quarterly financial results before submission to the Board.
Reviewing periodically the adequacy of the internal control system.
Discussions with Internal Auditor on any significant findings andfollow up there on.
B. NOMINATION AND REMMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors was constitutedpursuant to the provisions of Section 178 of the Companies Act 2013.
The Policy of nomination and Remuneration committee has been place onthe website of the company at www.indiagreenreality.com and the salient features of thesame has been disclosed under "Annexure D"
Terms of reference:
The broad terms of reference of the Nomination and RemunerationCommittee are as under:
Formulation of the criteria for determining the qualificationspositive attributes and independence of Director;
Devising a policy on Board diversity;
Formulation of Remuneration policy;
Review the structure size and composition of the Board;
Identifying and selection of candidates for appointment as Directors;
Identifying potential individuals for appointment as Key ManagerialPersonnel and Senior Management;
Formulation of criteria for evaluation of Independent Directors and theBoard.
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of Directors was constitutedpursuant to the provisions of Section 178(5) of the Companies Act 2013. The compositionof the Committee is in conformity with the provisions of the said section.
|NAME OF THE DIRECTORS ||CATEGORY OF DIRECTORSHIP ||REMARKS || |
NUMBER OF MEETINGS
| || || || |
|Mrs. Dhanpreet Kaur M. Makhija ||Non-Executive & Independent Director ||Chairman || |
|Shankar P. Bhagat** ||Non-Executive & Independent Director ||Member || |
|Manohar B Chunara* ||Non-Executive Director ||Member || |
|Vinodkumar M Thaker# ||Executive Director ||Member || |
| || || || || |
|Amitva Samanta## ||Executive Director ||Member || |
*Manohar B Chunara Resigned as a Director w.e.f. 01.10.2017
# Vinodkumar M Thaker Appointed as member of the Committee W.e.f.01.10.2017. ** Shankar P Bhagat Resigned as a Director W.e.f. 29.11.2017 ## Amitva SamantaAppointed as member of the Committee W.e.f. 29.11.2017
Details of Investor's grievances/ Complaints:
The Company has not received any complaints during the year. Thepending complaints of the Shareholders/Investors registered with SEBI at the end of thecurrent financial year ended on 31st March 2018 are NIL.
Mr. Vinodkumar M. Thaker is the compliance Officer of the Company forthe above purpose.
2 5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of regulation 34 of the Listing Regulations the ManagementDiscussion and Analysis Report on your Company's performance industry trends and othermaterial changes with respect to your Company and its subsidiaries wherever applicableare annexed herewith to this report as "Annexture E"
26. RISK MANAGEMENT
Risk is an integral part of any business. The Company has a riskmanagement framework that helps identify monitor and take preventive measures to mitigateany adverse fall out of these risks or take advantage of risks that could prove beneficialto the Company
Your Directors place on record their gratitude for the continuingsupport of Shareholders bankers and Business associates at all levels.
By Order of the Board of Director SD/-
Vinodkumar M. Thaker Managing Director