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Indo Gulf Industries Ltd.

BSE: 506945 Sector: Industrials
NSE: N.A. ISIN Code: INE684U01011
BSE 05:30 | 01 Jan Indo Gulf Industries Ltd
NSE 05:30 | 01 Jan Indo Gulf Industries Ltd

Indo Gulf Industries Ltd. (INDOGULFINDS) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present this Thirty Eighth Annual Report of the Companytogether with the Audited Financial Statements and Auditors' Report thereon for theFinancial Year ended March 31 2021.

Financial Highlights

(Amount in Rs.)

Financial Results 2020-21
Net Sales 706977998
Other Income 12683042
Profit before finance costs depreciation and tax 16357023
Finance costs 3781158
Depreciation and amortization expense 6786908
Tax expense 1532104
Profit/(Loss) before exceptional and extra-ordinary items 4256854
Exceptional item -
Net Profit/(Loss) 4256854
Add: Balance brought forward from the previous year -62018589
Less: Deduction on account of depreciation adjustment due to transitional provisions -
Balance to be carried forward to next year's account -57761735

Performance Future Outlook & Prospects

The Explosive Unit of the company located at Village Koti Sukhwa & Prithi PuraBabina Distt. Jhansi commenced operations during the year under review.

Dividend

In view of marginal Profit by the Company the Directors regret for their inability torecommend dividend for the year under review.

Deposits

The Company has not accepted any deposit from the public and as such there are nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014.

Directors

Pursuant to Section 152 and other applicable provisions of Companies Act 2013 Mr.Rajesh Jain is liable to retire by rotation. Further being eligible he has offered himselfto be re-appointed. The Board has re-appointed him as the Director of the Company.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.Resume and other information regarding the director seeking appointment/reappointment as required by Listing

Regulations and Secretarial Standard-2 has been given in the Notice convening theensuing Annual General Meeting and Statement pursuant to Section 102 of the Act.

The Board of Directors recommends the above appointment(s)/ reappointment(s) at theensuing Annual General Meeting.

Familiarization Programme for Independent Directors

The Company at regular intervals familiarizes its Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. The Familiarisationprogramme for Independent Directors is disclosed on the Company's website at www.indogulfindustries.com

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Directors state that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii. 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 loss of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.

Corporate Governance

As per Regulation 15(2) of Listing Regulations as the paid up equity share capital ofthe Company is Rs. 9567270 and net worth is not exceeding Rupees Twenty Five Crores ason the last day of the previous financial year the compliance with the corporategovernance provisions as specified in Regulations 17 18 19 20 21 22 23 24 25 2627 46(2)(b) - 46(2)(i) and para C D and E of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not mandatory. Therefore the Company hasnot enclosed the Compliance Report on Corporate Governance and the Certificate on thecompliance of the Corporate Governance.

Management Discussion and Analysis

Pursuant to Para B of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is attachedand forms part of this Report.

Share Capital

The Company has not issued and/or allotted any shares during the year under review.

Particulars of Employees

A statement in terms of the provisions of Section 197(12) of the Act read with Rules5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 (as amended) is annexed herewith as Annexure - ‘I'.

Further Only one Director was paid remuneration during the year 2020-21.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The manufacturing units of the Company at Babina Jhansi commenced operation fromNovember 2018.The total units of electricity consumed during the financial year 1stApril 2020 to 31st March 2021 was 19719 KVAH amounting to Rs. 2911870/-. Asthe plant started in November 2018 therefore no steps were taken for conservation ofenergy capital investment in energy conservation equipment and technology absorption.Expenditure on research and development was nil. There were no foreign exchange earningsand outgo during the year.

Key Managerial Personnel

There were no changes in the Key managerial Personnel's during the financial year underreview.. Number of meetings of the Board

The Board met 8 times on 06.07.2020 25.08.2020 15.09.2020 06.10.2020 02.11.2020 12.11.2020 13.02.2021 2603.2021 during the Financial Year 2019-20. The gap between anytwo consecutive meetings was not exceeding 120 days.

Number of Board meetings attended by the directors are as under:

Name of the Directors Category No. of meetings attended
Mr. Rajesh Jain Non-Independent Non-Executive Director 8
Mr. Ashok Sarkar Independent Non-Executive Director 2
Ms. Shivani Naithani Independent Non-Executive Director 8
Mr. Sanjay Chaudhary Non-Independent Executive Director 8

Audit Committee

The Audit Committee of the Company is entrusted with the responsibility to supervisethe Company's internal controls and financial reporting process and perform the followingfunctions: overseeing the Company's financial reporting process and disclosure offinancial information to ensure that the financial statement are correct sufficient andcredible reviewing and examining with management the quarterly and annual financialresults and the auditors' report thereon before submission to the Board for approvalreviewing approving or subsequently modifying any Related Party Transactions inaccordance with the Related Party Transaction Policy of the Company recommending theappointment remuneration and terms of appointment of Statutory Auditors of the Companyand approval for payment of any other services. The Audit Committee constituted by theCompany has the terms of reference as provided in the Companies Act 2013 and ListingRegulations. The committee composition is:

1) Mr. Rajesh Jain Chairman
2) Mr. Ashok Sarkar Independent
3) Ms. Shivani Naithani Independent

During the financial year ended 31st March 2020 there were no instances ofthe Board not accepting the recommendations of the Audit Committee. The Audit Committeemet 4 times on 06.07.2020 15.09.2020 12.11.2020 13.02.2021 during the financial year2019-20. The Statutory Auditors of the Company are invited to the Audit Committee meetingsfor discussing the financial results and financial statements.

Number of Audit Committee meetings attended by the directors:

Name of the Directors Position No. of meetings attended
Mr. Rajesh Jain Chairman 4
Ms. Shivani Naithani Member 4
Mr. Ashok Sarkar Member 4

The Company has in place a whistleblower policy to deal with unethical behaviorvictimization fraud and other grievances or concerns if any.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee is responsible for evaluating the balance ofskills experience independence diversity and knowledge on the Board and for drawing upselection criteria ongoing succession planning and appointment procedures for bothinternal and external appointments The Board of Directors of the Company have constituted“Nomination and Remuneration Committee” in terms of Section 178 of the CompaniesAct 2013 and as per Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Nomination and Remuneration Committee comprising of thefollowing Committee Members:

Mr. Rajesh Jain Chairman/ Executive Director
Mr Ashok Sarkar Non Executive Independent
Ms. Shivani Naithani Non Executive Independent

The Nomination & Remuneration Committee did not met during the Financial Year2020-21.

Name of the Directors Position No. of meetings attended
Mr. Rajesh Jain Chairman NIL
Ms. Shivani Naithani Member NIL
Mr. Ashok Sarkar Member NIL

Share Transfer Committee

The Share Transfer Committee constituted by the Board looks into matters such astransfer of shares transmission of shares etc

The Share Transfer Committee did not met during 2020-21 as there were no share transferduring the year.

Policy on Directors' Appointment and Remuneration

The Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub section (3) of Section 178 of the Companies Act 2013 isannexed in Nomination and Remuneration Policy.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual evaluation of its own performance of the individual directors as well as theworking of its Audit Committee Nomination & Remuneration Committee and Stakeholders'Relationship Committee. The Nomination & Remuneration Committee also reviewed theperformance of all directors. Evaluation was done on the basis of questionnaire preparedcovering various aspects of the Board's functioning such as adequacy of the composition ofthe Board and its Committees etc.

Independent Directors in its separate meeting also reviewed the performance of theChairperson and the Board of directors as a whole and also assessed the quality quantityand timeliness of flow of information between the Company Management and the Board. Thereare no non-independent directors so review of the performance of Non-IndependentDirectors in its separate meeting was not required.

Extract of Annual Return

The extract of annual return as per Form MGT- 9 is annexed herewith as Annexure -‘II'.

Significant and Material Order

There are no significant/material orders passed by any regulator/court/tribunal whichcould impact on the going concern status of the Company and its future operations.

Complaints received by the Sexual Harassment Committee

The Company has in place a policy in line with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress any complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. No complaint was received during the year and no complaintwas pending to be resolved as on 31.03.2021.

Secretarial Auditors and Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 Ms. Nidhi VarunKumar Practicing Company Secretary was appointed to undertake the secretarial audit forthe financial year 2020-21. The Secretarial Audit Report for the financial year 2020-21 isattached as Annexure “III” and forms a part of the report of the Board.In relation to observations made in the Secretarial Audit Report we inform that theCompany during the year had no operations and all the units of the Company are closed.Consequently the Company has incurred cash losses during the year under review.Therefore in view of the non-availability of funds the Company could not comply with theprovisions of the Companies Act 2013 and the Listing Regulations.

No internal auditor has been appointed by the Company in terms of provisions of Section138 of the Companies Act 2013.

Auditors & Auditors' Report

The observations of Auditors in their Report dated 06th July 2021 read withthe relevant notes to accounts are self-explanatory and do not require any furtherexplanation.

M/s Hemant Arora & Co. LLP Chartered Accounts were appointed as the new StatutoryAuditors of the Company till the conclusion of 39th AGM. Further it is proposedto ratify the appointment of M/s Hemant Arora & Co.LLP as the Statutory Auditors ofthe Company for the financial year 2020-21. The said Auditors have furnished theCertificate of their eligibility in this regard.

General

a) The Company is not required to constitute CSR Committee under the provisions of theCompanies Act 2013.

b) The Company has not lent out any money or made any investments or provided anyguarantees during the year under review.

c) The Company does not have any related party transactions which may have potentialconflict with the interests of the Company at large. Thus disclosure in Form AOC-2 is notrequired.

d) The Company having no commercial activity during the year under review has not laiddown policy on risk assessment and minimization procedures.

e) There were no material changes and commitments between the end of financial year anddate of report.

f) The Company has in place adequate internal financial control with reference to thefinancial statements.

Green Initiatives

Electronic Copies of the Annual Report 2020-21 and Notice of the 38th Annual GeneralMeeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s).

For members who have not registered their email addresses physical copies are sent inpermitted mode.

Acknowledgements

Your directors wish to place on record their appreciation for co-operation and supportextended by all concerned stakeholders.

By order of the Board For INDO GULF INDUSTRIES LIMITED

Place: New Delhi
Date: 06.07.2021 Sd/- Sd/-
Sanjay Choudhary Rajesh Jain
Director Director
DIN:08719847 DIN:01200520

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