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India Green Reality Ltd.

BSE: 540152 Sector: Infrastructure
NSE: N.A. ISIN Code: INE373V01019
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NSE 05:30 | 01 Jan India Green Reality Ltd
OPEN 5.56
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VOLUME 4000
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Mkt Cap.(Rs cr) 7
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OPEN 5.56
CLOSE 5.56
VOLUME 4000
52-Week high 8.64
52-Week low 4.18
P/E
Mkt Cap.(Rs cr) 7
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

To

The Members

India Green Reality Limited

Your Directors present the 11th Annual Report of your Company together with the AuditedFinancial Statement for the financial year ended 31st March 2020.

1. FINANCIAL HIGHLIGHTS

Particular 2019-20 2018-19
Income for the year was 180034594 64856363
Profit before Financial Charges Depreciation and Taxation 17464509 9400468
Out of which Provisions have been made for :-
Financial Charges 14365079 7152258
Depreciation 4030898 1906154
Provision for Taxation: -
i. Current Income Tax -
ii. Deferred Tax
Profit after Income Tax -931468 342056

2. OPERATION & OVERVIEW

To receive consider and adopt the audited Balance Sheet as at 31st March 2020 andStatement of Profit & Loss together with Notes forming part thereto ("FinancialStatement") for the year ended on 31st March 2020 and Report of the Board ofDirectors and Auditors thereon.

Total Revenue from operation of the company is Rs. 180034594/- And the net Profitafter tax is Rs. (931468)/- For the Financial year 2019-20.

3. DIVIDEND

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

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

5. TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to GeneralReserves account.

6. CHANGE IN THE NATURE OF THE BUSINESS

During the year there is no change in the nature of the business of the Company

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement By Rotation

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

8. NUMBER OF BOARD MEETINGS

As per section 173 of the companies Act 2013 during the year 5 board meeting wereconvened and held they are 30/05/2019 02/09/2019 14/11/2019 14/02/2020.

9. 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.

10. 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.

11. 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.

12. 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.

13. DEPOSITS

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

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES 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.

15. 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 in Form MGT-9 isannexed herewith to this report as "Annexure-A"

16. 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 as "Annexure-C"

17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

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

18. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING 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.

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH 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.

20. AUDITORS:

STATUTORY AUDITORS pursuant to the provisions of Sections 139 & 142 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 M/s ParthShah & Associates Chartered Accountants (FRN: 144251W) Statutory Audit Firm hasappointed as Auditors of the Company to hold office for the audit period of 2019-20commencing from the conclusion of this General Meeting till the conclusion of ensuingAnnual General Meeting of the Company at such remuneration including applicable taxes asmay be mutually agreed between the Board of Directors of the Company and the Auditors.

SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under Practicing CompanySecretary have been appointed as Secretarial Auditor of the Company. The report of theSecretarial Auditor is enclosed to this report. The report is self-explanatory.

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.

21. RELATED PARTY TRANSACTIONS

During the year under review contracts or arrangements entered into with the relatedparty as defined under section 188 of the companies Act 2013 were in ordinary course ofbusiness and on arms' length basis. Details of the transactions pursuant to compliance ofsection 134(3)(h) of the companies act 2013 and rule 8(2) of the companies (Accounts)Rule 2014 are annexed herewith as per "Annexure B".

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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.

23. 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.

24. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE A. AUDIT COMMITTEE:

Our Company has formed the Audit Committee vide resolution passed in the meeting ofBoard of Directors held on June 20th 2016 as per the applicable provisions of the Section177 of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 (asamended) and also to comply with Regulation 18 of SEBI Listing Regulations (applicableupon listing of Company's Equity Shares).

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 effectivenessof audit process.

• Approval or any subsequent modification of transactions of the company withrelated parties

• 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 relatedmatters.

• Reviewing with management the Annual financial statements and half yearly andQuarterly financial 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 upthere on.

B. NOMINATION AND REMMUNERATION COMMITTEE:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 19 of SEBI ListingRegulations (applicable upon listing of Company's Equity Shares)vide board resolutiondated June 20th 2016 .

The Policy of nomination and Remuneration committee has been place on the website ofthe company at www.indiagreenreality.com and the salient features of the same has beendisclosed under "Annexure E"

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 positiveattributes 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 Managerial Personneland Senior Management;

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

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 20 of SEBI ListingRegulations (applicable upon listing of Company's equity shares)vide board resolutiondated June 20th 2016.

• Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS

NUMBER OF MEETINGS

Held Attended
Mrs. Dhanpreet Kaur Non-Executive Director Chairman 1 1
M. Makhija Vinodkumar M Thaker Executive Director Member 1 1
Amitva Samanta Executive Director Member 1 1

Details of Investor's grievances/ Complaints:

• The Company has not received any complaints during the year. The pendingcomplaints of the Shareholders/Investors registered with SEBI at the end of the currentfinancial year ended on 31st March 2020 are NIL.

• Compliance Officer:

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

25. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and ScheduleV of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the companies' current working and futureoutlook of as per "Annexure C"

26. 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.

27. 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

28. ACKNOWLEDGEMENTS

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

DATE: 05/12/2020 By Order of the Board of Director
PLACE: AHMEDABAD
SD/- SD/-
Vinodkumar M. Thaker Amitava Samanta
Managing Director Whole time Director

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