To
The Members,
India Green Reality Limited
Your Directors present the 11th Annual Report of your Company together with the Audited
Financial Statement for the financial year ended, 31st March, 2020.
1. FINANCIAL HIGHLIGHTS
| Particular |
2019-20 |
2018-19 |
| Income for the year was |
18,00,34,594 |
6,48,56,363 |
| Profit before Financial Charges, Depreciation and Taxation |
1,74,64,509 |
94,00,468 |
| Out of which, Provisions have been made for :- |
|
|
| Financial Charges |
1,43,65,079 |
71,52,258 |
| Depreciation |
40,30,898 |
19,06,154 |
| Provision for Taxation: |
- |
|
| i. Current Income Tax |
|
- |
| ii. Deferred Tax |
|
|
| Profit after Income Tax |
-931468 |
3,42,056 |
2. OPERATION & OVERVIEW
To receive, consider and adopt the audited Balance Sheet as at 31st March, 2020 and
Statement of Profit & Loss together with Notes forming part thereto ("Financial
Statement") for the year ended on 31st March, 2020 and Report of the Board of
Directors and Auditors thereon.
Total Revenue from operation of the company is Rs. 18,00,34,594/- And the net Profit
after 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 the
Companies Act, 2013 do not apply.
5. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount 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 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 Samanta,
Director of the company who is liable to retire by rotation, being eligible for
reappointment, 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 were
convened 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, 2015,
the Board has carried out an annual performance evaluation of its own performance, the
directors 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, with
respect to Directors Responsibility Statement, it is hereby confirmed that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit/loss of the company for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions
of 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 to
Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of
the Companys internal financial controls relating to its financial statements.
12. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
13. DEPOSITS
Your Company has neither invited nor accepted any fixed deposit from the public during
the year.
14. 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 or provided security in
connection with the loan to any other body corporate or person or made any investments
hence no particulars of the loans, guarantees or investments falling under the provisions
of 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 with
Rule 12 of the Companies (Management and administration) Rules, 2014 in Form MGT-9, is
annexed 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 and
Analysis Report on your Companys performance, industry trends and other material changes
with respect to your Company and its subsidiaries, wherever applicable, are annexed
herewith to this report as "Annexure-C"
17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
18. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the year under review the Equity Shares of our company have been listed on the
SME Exchange of BSE. However there is No other significant and material order was passed
by regulators or courts or tribunals impacting the going concern status and companys
operations in future.
19. 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 WHICH
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year to which this financial statements
relate and the date of this report.
20. AUDITORS:
STATUTORY AUDITORS pursuant to the provisions of Sections 139 & 142 of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Parth
Shah & Associates, Chartered Accountants (FRN: 144251W) Statutory Audit Firm has
appointed as Auditors of the Company to hold office for the audit period of 2019-20
commencing from the conclusion of this General Meeting till the conclusion of ensuing
Annual General Meeting of the Company at such remuneration including applicable taxes, as
may 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 Company
Secretary have been appointed as Secretarial Auditor of the Company. The report of the
Secretarial 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 the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, 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 related
party, as defined under section 188 of the companies Act, 2013 were in ordinary course of
business and on arms length basis. Details of the transactions pursuant to compliance of
section 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 AND
OUTGO
The particulars as required under the provisions of Section 134(m) of the Companies
Act, 2013 in respect of conservation of energy and technology absorption have not been
furnished considering the nature of activities undertaken by the company during the year
under review. Further during the year under review, the Company has neither earned nor
used 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) is
exempted from the provision of corporate governance. Hence Corporate Governance Report is
not to be attached with this Annual report.
24. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP
COMMITTEE A. AUDIT COMMITTEE:
Our Company has formed the Audit Committee vide resolution passed in the meeting of
Board of Directors held on June 20th 2016 as per the applicable provisions of the Section
177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as
amended) and also to comply with Regulation 18 of SEBI Listing Regulations (applicable
upon listing of Companys Equity Shares).
Terms of reference:
The broad terms of reference of the Audit Committee are as under:
• Reviewing of the Companys financial reporting process and the disclosure of its
financial information
• To ensure that the financial statement is correct, sufficient and credible.
• Recommending the appointment, remuneration and terms of appointment of external
Auditor.
• Review and monitor the auditors independence and performance and effectiveness
of audit process.
• Approval or any subsequent modification of transactions of the company with
related 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 related
matters.
• Reviewing with management the Annual financial statements and half yearly 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 and follow up
there on.
B. NOMINATION AND REMMUNERATION COMMITTEE:
Our Company has formed the Nomination and Remuneration Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 19 of SEBI Listing
Regulations (applicable upon listing of Companys Equity Shares)vide board resolution
dated June 20th, 2016 .
The Policy of nomination and Remuneration committee has been place on the website of
the company at www.indiagreenreality.com and the salient features of the same has been
disclosed 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, positive
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 Managerial Personnel
and 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 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 20 of SEBI Listing
Regulations (applicable upon listing of Companys equity shares)vide board resolution
dated 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 Investors grievances/ Complaints:
• The Company has not received any complaints during the year. The pending
complaints of the Shareholders/Investors registered with SEBI at the end of the current
financial year ended on 31st March, 2020 are NIL.
• Compliance Officer:
• Mr. Vinodkumar M. Thaker is the compliance Officer of the Company for the above
purpose.
25. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and analysis Report as Required under Regulation 34 and Schedule
V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the companies current working and future
outlook 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) is
exempted from the provision of corporate governance. Hence Corporate Governance Report is
not to be attached with this Annual report.
27. RISK MANAGEMENT
Risk is an integral part of any business. The Company has a risk management framework
that helps identify, monitor and take preventive measures to mitigate any adverse fall out
of 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 of
Shareholders, 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 |
+91-9892691696
