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India Green Reality Ltd.

BSE: 540152 Sector: Infrastructure
NSE: N.A. ISIN Code: INE373V01019
BSE 00:00 | 21 Jun 8.88 0
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8.88

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8.88

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NSE 05:30 | 01 Jan India Green Reality Ltd
OPEN 8.88
PREVIOUS CLOSE 8.88
VOLUME 16000
52-Week high 41.35
52-Week low 8.88
P/E 8.07
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.88
CLOSE 8.88
VOLUME 16000
52-Week high 41.35
52-Week low 8.88
P/E 8.07
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

India Green Reality Ltd. (INDIAGREENREA) - Director Report

Company director report

Dear Members

India Green Reality Limited

Your Directors present the Annual Report of your Company together with the AuditedFinancial Statement for the financial year ended 31st March 2017.

1. FINANCIAL HIGHLIGHTS

Particular 2016-17 2015-16
Income for the year was 75561449 413685288
Profit before Financial Charges Depreciation 22184039 30608700
and Taxation
Out of which Provisions have been made for :-
Financial Charges 4045341 516000
Depreciation 3173949 3339009
Provision for Taxation:
i. Current Income Tax 1450000 6500000
ii. Deferred Tax
Profit after Income Tax 13514749 27963709

2. DIVIDEND

The Board of Directors has not recommended any dividend for the year.

3. SHARE CAPITAL a) Preferential Issue of Equity

During the Year The Company has made the preferential Allotment of 1375000 EquityShare by Converting outstanding loan into Equity Shares.

b) Bonus share

During the Year the Company has made the bonus allotment of 5875000 equity shares inration of 25:10 (i.e 25 equity Shares for every 10 share already held) to the members.

c) Initial Public Offer

The Company has made initial public offer of 3460000 Equity Shares for a Cash at aprice of Rs. 30/- including the premium of Rs 20/- per share aggregating to 1038 lacs.

Listing of Shares on SME exchange of BSE

Your directors are pleased to inform you that the Company's securities have been listedon SME Exchange of BSE Limited from 18th October 2016

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement By Rotation

In accordance with the provisions of the Companies Act 2013 Mr. Amitava SamantaDirector of the company who is liable to retire by rotation being eligible forreappointment offers himself for reappointment. Appropriate resolutions for there-appointment are being placed for your approval at the ensuing AGM.

b) Appointment of Directors and Key Managerial personnel:

Pursuant to section 149 of the Companies Act 2013 appointment of Mr. Shankar PrasadBhagat and Manohar Bharatbhai Chunara as Non- Executive Independent Director of theCompany with effect from 25th May 2016

Pursuant to section 161 of the Companies Act Mr. Amit R. Kotia appointed as AdditionalDirector of the company with effect from 30th July 2016.

c) Resignation of Directors and Key Managerial personnel:

The Board of Directors of the company in their meeting held on Thursday 28th December2016 accepted the Resignation of the Company Secretary cum Compliance officer. And Boardhas decided to appoint Mr. Vinodkumar M. Thaker Managing Director as the complianceofficer for the interim Period till the appointment of qualified Company Secretary.

During the year the Board has accepted the Resignation of Mr. Amit R Kotia from thePost of the Director with effect from 30th August 2016

5. NUMBER OF BOARD MEETINGS

As per section 173 of the companies Act 2013 during the year 18 board meeting wereconvened and held they are 30/04/2016 04/05/2016 15/05/2016 25/05/2016 20/06/201621/07/2016 23/07/2016 25/07/2016 26/07/2016 28/07/2016 29/07/2016 30/07/201601/08/2016 30/08/2016 14/10/2016 14/11/2016 28/12/2016 and 29/03/2017.

6. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Various Committees.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit/loss of the company for that period;

(c) The directors have 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;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

8. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.

During the year such Controls were tested and no reportable material weakness wasobserved

9. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

10. DEPOSITS

Your Company has neither invited nor accepted any fixed deposit from the public duringthe year.

1 1. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE

COMPANIES ACT 2013

During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.

12. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as per section 92 of the Companies Act 2013 read withRule 12 of the Companies (Management and administration) Rules 2014 is annexed herewithto this report.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report on your Company's performance industry trends and other material changeswith respect to your Company and its subsidiaries wherever applicable are annexedherewith to this report.

1 4. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATESOCIAL

RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

15. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review the Equity Shares of our company have been listed on theSME Exchange of BSE. However there is No other significant and material order was passedby regulators or courts or tribunals impacting the going concern status and company'soperations in future.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which this financial statementsrelate and the date of this report.

1 7. AUDITORS:

Statutory Auditors

M/s. H K Shah & Co. Chartered Accountants the Statutory Auditors of the Companywere appointed for the Financial year 2016-17 the Company shall place the matter relatingto such ratification by members at every annual general meeting and therefore it isproposed to ratify the appointment of M/s. H K Shah & Co. Chartered Accountants asthe Statutory Auditors of the Company.

The consent of M/s. H K Shah & Co. Chartered Accountants along with certificateunder Section 139 of the Act has been obtained to the effect that their appointment ifmade shall be in accordance with the prescribed conditions and that they are eligible tohold the office of Auditors of the Company.

Secretarial Auditors

In terms of Section 204 of the Act and Rules made there underMr. MehulRavalPracticing Company Secretary have been appointed as Secretarial Auditor of theCompany. The report of the Secretarial Auditor is enclosed to this report. The report isself-explanatory.

With reference to the remarks and observation of the secretarial Auditor the followingexplanations have been submitted by the board of directors of the company.

Our Company took all reasonable steps to do such appointments but as our Company isnot doing well in its present line of business activity it failed to attract rightcandidates for such post. The Board of our Company continues its efforts to search rightcandidate for the post of Company Secretary and will appoint the Company Secretary as soonas possible.

Cost Auditors

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

The particulars as required under the provisions of Section 134(m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review. Further during the year under review the Company has neither earned norused any foreign exchange.

19. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 Company being listed on SME (Small and Medium Enterprise Platform) isexempted from the provision of corporate governance. Hence Corporate Governance Report isnot to be attached with this Annual report.

20. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE

A. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section.

Composition:
NAME OF THE CATEGORY OF Designation

NUMBER OF MEETINGS

DIRECTORS DIRECTORSHIP
Held Attended
Manoharbhai B Non-Executive & Chairman 3 3

 

Chunara Independent Director
Shankar P. Bhagat Non-Executive & Member 3
3
Independent Director
Mrs. Dhanpreet Kaur Non-Executive Director Member 3
3
M. Makhija

Terms of reference:

The broad terms of reference of the Audit Committee are as under:

Reviewing of the Company's financial reporting process and the disclosure of itsfinancial information

To ensure that the financial statement is correct sufficient and credible.

Recommending the appointment remuneration and terms of appointment of externalAuditor.

Review and monitor the auditor's independence and performance and effectiveness ofaudit process.

Approval or any subsequent modification of transactions of the company with relatedparties

Scrutiny of inter-corporate loans and investments

Valuation of undertakings or assets of the Company wherever it is necessary.

Monitoring the end use of funds raised through public offers and related matters.

Reviewing with management the Annual financial statements and half yearly and Quarterlyfinancial results before submission to the Board.

Reviewing periodically the adequacy of the internal control system.

Discussions with Internal Auditor on any significant findings and follow up there on.

B. NOMINATION AND REMMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The Composition of the Committee isin conformity with the provisions of the said Section.

Composition:
NAME OF THE CATEGORY OF REMARKS

NUMBER OF MEETINGS

DIRECTORS DIRECTORSHIP
Held Attended
Manoharbhai B Non-Executive & Chairman 1 1
Chunara Independent Director
Shankar P. Bhagat Non-Executive & Member 1 1
Independent Director
Mrs. Dhanpreet Non-Executive Director Member 1 1
Kaur M. Makhija

Terms of reference:

The broad terms of reference of the Nomination and Remuneration Committee are as under:

Formulation of the criteria for determining the qualifications positive attributes andindependence 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 Managerial Personnel andSenior Management;

Formulation of criteria for evaluation of Independent Directors and the Board.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to theprovisions of Section 178(5) of the Companies Act 2013. The composition of the Committeeis in conformity with the provisions of the said section.

Composition:
NAME OF THE CATEGORY OF REMARKS

NUMBER OF MEETINGS

DIRECTORS DIRECTORSHIP
Held Attended
Manoharbhai B Chunara Non-Executive & Independent Director Chairman 1 1
Shankar P. Bhagat Non-Executive & Member 1 1
Independent Director
Mrs. Dhanpreet Kaur Non-Executive Director Member 1 1
M. Makhija

Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/Investors registered with SEBI at the end of the current financial yearended on 31st March 2017 are NIL.

Compliance Officer:

Mr. Vinodkumar M. Thaker is the compliance Officer of the Company for the abovepurpose.

21. RISK MANAGEMENT

Risk is an integral part of any business. The Company has a risk management frameworkthat helps identify monitor and take preventive measures to mitigate any adverse fall outof these risks or take advantage of risks that could prove beneficial to the Company

22. ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the continuing support ofShareholders bankers and Business associates at all levels.

DATE: 14/08/2017 By Order of the Board of Director
PLACE: AHMEDABAD SD/-
Vinodkumar M. Thaker
Managing Director