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Indo-Global Enterprises Ltd.

BSE: 539433 Sector: Infrastructure
NSE: N.A. ISIN Code: INE400S01016
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NSE 05:30 | 01 Jan Indo-Global Enterprises Ltd
OPEN 10.53
PREVIOUS CLOSE 10.38
VOLUME 1600
52-Week high 18.45
52-Week low 9.11
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.53
CLOSE 10.38
VOLUME 1600
52-Week high 18.45
52-Week low 9.11
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indo-Global Enterprises Ltd. (INDOGLOBAL) - Director Report

Company director report

Dear Shareholders

We have pleasure in presenting the 35th Annual Report of the Company alongwith the audited statement of accounts for the year ended 31st March 2020. Thefinancial results for the year are shown below.

1. FINANCIAL RESULTS:

(Amount in Rs.)

Particulars 2019-20 2018-19
Total Income - 1163481
Total Expenditure before Interest Depreciation & Tax 1471805 5209583
Profit Before Interest Depreciation & Tax -1471805 -4046102
Depreciation 0 0
Financial Interest -685158 -938179
Profit /Loss before tax -2156963 -4984281
Provision for Tax -2017788 -2944748
Profit /Loss after Tax -4174751 -7929065

2. FINANCIAL / OPERATIONAL PERFORMANCE:

During the year under review there was no operation in the Company and hence Companyhas incurred loss of Rs. 2156963 before taxation during the financial year 2019-20.

3. DIVIDEND:

In view of loss during the year under review the Board of Director is unable torecommend any dividend for the financial year 2019-20.

4. SHARE CAPITAL:

During the year under review the Company has not issued any shares. The total paid upcapital of the company at the end of financial year 2019-20 stood Rs. 63700000/-(Rupees six crores thirty seven lakhs consisting of 6370000 equity shares of Rs.10/-each).

5. TRANSFER TO RESERVES

Considering the decline in the revenue and in view of loss during the financial year2019-20 the Company does not propose to transfer any amount to the General Reserve.

6. BUSINESS REVIEW:

The real estate sector has been adversely affected by the government demonetization andoutbreak of covid-19. It has affected the operations of the Company during the year2019-20. Considering the low demand the Company has not launched any new projects duringthe year under review. Instead of launching any new projects of real estate developmentthe Company is planning to join hands under joint development or so in some of the ongoingprojects which are at strategic locations. This is to avoid the pressure of the unsoldinventory on completion of the project and also to have limited financial commitment whenthe market scenario is yet to improve.

7. DEPOSITS

The Company has not accepted any deposits pursuant to sec. 73 of the Companies Act2013.

8. AUDITORS AND AUDITORS' REPORT:

Statutory Auditor:

During the year under review the M/s. Sharma & Pagaria Chartered Accountants hassubmitted their resignation on 28th August 2019.

The Board of Directors at the Board Meeting held on 31st August 2019appointed M/s. Anil Shah & Co Chartered Accountants with registration number 100474Wto fill the casual vacancy caused due to resignation of M/s. Sharma & Pagaria subjectto approval of members in the general meeting.

Accordingly M/s Anil Shah & Co. Chartered Accountants has been appointed asStatutory Auditors of the Company to hold the office of statutory auditor till theconclusion of 39th Annual General Meeting subject to ratification ofappointment by the members in every Annual General Meeting.

Secretarial Auditor:

M/s. Vanshree Modi and Associates Company Secretary in Practice were re-appointed asSecretarial Auditors of the company by the Board of Directors of the Company to carry outSecretarial Audit for the Financial Year 2019-20. The Secretarial Auditors of the Companyhave submitted their Report in form No. MR-3 as required under Section 204 of theCompanies Act 2013 for the financial year ended 31st March 2020. TheSecretarial Audit Report forms part of this report as Annexure - III.

9. BOARD OF DIRECTORS:

During the year under review 6 meetings were held on 30.05.2019 25/07/201913/08/2019 02/09/2019 14/11/2019 and 14/02/2020 with proper quorum:

Name of Director Designation Appointment/Resignation
Preeti Mehta Managing Director Resigned w.e.f. 25/07/2019
Rupesh Mehta Director Resigned w.e.f. 25/07/2019
Mr. Arvind Patel Additional Director Appointed w.e.f. 25.07.2019
Mr. Uday Shah* Additional Director Appointed w.e.f. 25.07.2019

* Resigned on 15/09/2020

10. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The company has received declaration from all the independent directors confirming thatthey meet with the criteria of independence as laid out under sub-section 6 of section 149of the Companies Act 2013 and the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.

11. COMPOSITION OF COMMITTEES AND ATTENDANCE:

A. AUDIT COMMITTEE:

Pursuant to provision of section 177 of the Companies act 2013 the Audit committeeconsists of following three Members as on financial year end. During the year underreview 4 meetings were held on 30.05.2019 13.08.2019 14.11.2019 & 14.02.2020:

Name of Member Designation
Mr. Shailesh Vaishnav Chairman
Mr. Rajesh Patel Member
Mr. Uday Shah Member

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to provision of section 178 (1) of the Companies act 2013 the Nomination andRemuneration Committee consists of three Members Mr. Rajesh Patel (designated as chairmanof the committee) Mr. Shailesh Vaishnav & Mr. Uday Shah as on the financial year end.During the year under review Nomination and Remuneration Committee met twice a year.

C. STAKEHOLDER RELATIONSHIP COMMITTEE :

Pursuant to provision of section 178 (5) of the Companies act 2013 the StakeholderRelationship Committee consists of following three Members as on the date of this report.During the year under review 4 meetings were held on 30.05.2019 13.08.2019 14.11.2019& 14.02.2020:

Name of Member Designation
Mr. Shailesh Vaishnav Chairman
Mr. Rajesh Patel Member
Mr. Arvind Patel Member

12. DIRECTORS' RESPONSIBILITY STATEMENT;

In terms of section 134 (3)(c) read with section 134(5) of the Companies Act 2013 inrelation to financial statements for the year 2019-20 the Board of Directors state that:

(a) In the preparation of Annual Accounts for the period ended March 31 2020 theapplicable accounting standards had been followed along with proper explanation relatingto material departures.

(b) The Directors had 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 the year ended March 31 2020.

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) The Directors had prepared the annual accounts for the financial year ended March31 2020 on a going concern basis.

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

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

13. CHANGES DURING THE YEAR

The Company is in the real estate business. During the financial year under reviewthere was no change in the nature of business of the company.

14. SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company doesn't have any Subsidiaries Associates or Joint Venture Companies.

15. REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIESASSOCIATES AND

JOINT VENTURE COMPANIES:

The Company doesn't have any Subsidiaries Associates or Joint Venture Companies.

16. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES ORASSOCIATE

COMPANIES:

There are no companies which have become or ceased to be Company's Subsidiaries Jointventures or Associate companies.

17. FORMAL ANNUAL EVALUATION PROCESS BY BOARD PURSUANT TO SECTION 134(3)(P);

The Board adopted a formal mechanism for evaluating its performance and as well as thatof its committees and individual directors including directors including the chairman ofthe board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &Committees experience & competencies performance of specific duties &obligations contribution at the meetings and otherwise independent judgment governanceissues etc.

The evaluation of the Independent Directors was carried out by the entire board on theparameters such as: Knowledge & skills; professional conduct duties Role andFunctions and the evaluation of Non-Independent Directors was carried out by theIndependent Directors. The Directors were satisfied with the evaluation results whichreflected the overall engagement of the board and its Committees with the Company.

18. CORPORATE GOVERNANCE REPORT:

During the year under Review Securities & Exchange Board of India (SEBI)introduced Listing Regulations SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 effective from December 1 2015. However pursuant to Regulation 15(2)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company isnot required to mandatorily comply with the provisions of certain regulations of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and therefore theCompany has not provided a separate report on Corporate Governance although few of theinformation are provided in this report of Directors under relevant heading.

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal control in all spheres of itsactivities to ensure that all its assets are safeguarded and protected against loss fromunauthorized use or disposition and that the transactions are authorized recorded andreported diligently. The Company ensures adherence to all internal control policies andprocedures as well as compliances with all regulatory guidelines. The Audit Committee ofthe Board of Directors reviews the adequacy of internal controls from time to time.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

21. RISK MANAGEMENT:

The Company was already having risk management system to identify evaluate andminimize the Business risks. The Company during the year had formalized the same byformulating and adopting Risk Management Policy. This policy intends to identifyevaluate monitor and minimize the identifiable risks in the Organization.

22. COMMISSION:

None of the Directors are receiving Commission from the company.

23. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

24. CORPORATE SOCIAL RESPONSIBILITY:

As Company does not come under the ambit of 135 of the Companies Act 2013 and Rules ofCompanies (Corporate Social Responsibility policy) 2014 Company has not formed CorporateSocial Responsibility Committee and hence Rule 9 of Companies (Accounts) Rule 2014regarding disclosure of contents of Corporate Social Responsibility Policy is notapplicable to the Company.

25. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 read with the Companies Act 2013 it is hereby informedthat none of the employees of the Company was in receipt of remuneration of Rs.5 lakhs permonth or Rs. 60 lakhs per annum during the year under review. Further during thefinancial year under review the company has not issue any ESOP.

26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of investments made and loans advanced by the company have been given in theFinancial Statement. The Company has not given any Guarantee pursuant to the provision of186 of the Companies Act 2013.

27. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto 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. All Board Directors and thedesignated employees have confirmed compliance with the Code.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Companies Act 2013 the rules made there under and theRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has established a Vigil Mechanism for directors and employees to reportgenuine concerns about any instance of any irregularity unethical practice and/ormisconduct. This mechanism provides safeguards against victimization ofdirectors/employees who avail of the mechanism and provides for direct access to theChairman of the Audit Committee in exceptional cases. The policy/vigil mechanism has beenappropriately communicated to the employees within the organization and has been put onthe Company's website.

29. SAFETY HEALTH AND ENVIROMENT:

(a) Safety: The Company encourages a high level of awareness of safety issues among itsemployees and strives for continuous improvement. All incidents are analyzed in the safetycommittee meetings and corrective actions are taken immediately. Employees are trained insafe practices to be followed at work place.

(b) Health: Your Company attaches utmost importance to the health of its employees.Periodic checkup of employees is done to monitor their health. Health related issues ifany are discussed with visiting Medical Officer.

(c) Environment: Company always strives hard to give importance to environmental issuesin normal course of operations. Adherence to Environmental and pollution control Norms asper Gujarat Pollution Control guidelines is of high concern to the Company.

30. LISTING:

The Equity shares of the company are listed on BSE Limited and Company has yet to payAnnual Listing Fees for the Year 2020-21.

31. DISCLOSURE OF SEXUAL HARASSMENT:

Pursuant to section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 entire staff in the Company is working in a mostcongenial manner and there are no occurrences of any incidents of sexual harassment duringthe year.

32. ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As require by the section 134 (3) (m) Companies Act 2013 read with rule 3 of theCompany (Account) Rule 2014 the relevant data pertaining to Conservation of EnergyTechnology Absorption and Foreign Exchange Earning and Outgo pursuant are given in Annexure-Ito this Report.

33. ANNUAL RETURN

The extract of Annual Return pursuant to the provision of section 92 read with Rule 12of the Companies (Management and Administration) Rules 2014 for the financial year2019-20 in Form MGT- 9 is annexed hereto and form part of this report as Annexure–II.

34. OTHER DISCLOSURES:

(a) Details of Equity Shares with Differential Voting Rights in terms of Rule 4(4) ofthe companies (Share Capital & Debentures) Rules 2014.

During the financial year under Review the company has not issued any Equity shareswith differential voting right as to dividend voting or otherwise and hence this point isnot applicable.

(b) Details of Sweat Equity Shares in terms of Rule 8(13) of the Companies (shareCapital & Debentures) Rules 2014.

During the Financial Year under review the Company has not issued any Sweat EquityShares and hence this point is not applicable.

(c) Detailed reason for revision of financial statements and reports of the board interms of sec. 131(1) of the companies Act 2013.

- Not applicable.

35. CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industries relations.

36. ACKNOWLEDGMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.

For Indo-Global Enterprises Limited
Place: Ahmedabad Arvind Patel Shailesh Vaishnav
Date: 3rd December 2020 Director Director
DIN: 08519927 DIN: 08178493

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