IGC Industries Director Discussions


To,

The Members,

IGC Industries Limited

Your Directors have pleasure in presenting the Forty-Second (42nd) Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2023.

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS:

(Rs. in Lakhs except EPS)

Particulars

For the Year ended March 31, 2023 For the Year ended March 31, 2022
Revenue From Operation - 3.86
Other Income 0.10 0.10

Total Income

- 3.96

Total Expenses

18.78 38.78
Profit/Loss before exceptional items & tax (18.68) (34.82)
Exceptional items (0.79) -
Profit/Loss before tax (17.88) (34.82)
Tax expense - -
Net profit/loss after tax (17.88) (34.82)
Prior Period Adjustments - -

Earnings Per Share

Basic (0.80) (1.55)
Diluted (0.80) (1.55)

2. OPERATIONAL REVIEW:

During the year under review, Your Company has not carried out any business activity. In spite of efforts, in view of lack of investors, the revival plan of the Company was kept on hold. The Company is exploring other modes of revenue to maximize returns to the Shareholders and discussing with various investment Companies for its revival.

3. DIVIDEND:

In view of the Company does not carry out any business activities, the Board of Directors has considered it prudent not to recommend any dividend for the Financial Year under review.

4. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at March 31, 2023 was Rs. 22,400,000/- divided into 22,40,000 Equity shares, having face value of Rs. 10/- each fully paid up.

During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2023, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

5. TRANSFER TO RESERVES:

During the year under review, the Company has not carried out business activities, therefore the Company has not transferred any amount to Reserves.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

8. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business activities during the Financial Year 2022-23.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) COMPOSITION:

The Board of Directors includes the Executive, Non-Executive Independent Directors so as to ensure proper governance and management. The Board consists of Four (4) Directors comprising of One (1) Executive Director, Three (3) Non-Executive Independent Directors as on March 31, 2023

b) KEY MANAGERIAL PERSONNEL:

The Company is having the following persons as the Key Managerial Personnel.

Sr. No. Name of Personnel

Designation

1. Ms. Prachi Marwah

Managing Director & Chief Financial Officer

2. Mr. Vishal Jagannath Sonawane Director
3. Mr. Jayalal Pathak Director
4. Mr. Vinod Kacharu Mokal Director

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement it is hereby confirmed that:

(a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; (b) that the Directors had 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 and loss of the Company for that period; (c) the Directors had 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 had prepared the annual accounts on a going concern basis; (e) the Directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 5 (Five) times during the Year on May 28, 2022, August 12, 2022, November 08, 2022, January 05, 2023 and February 10, 2023 and the gap between two meetings did not exceed the statutory period laid down by the Companies Act, 2013 and the Secretarial Standard-I issued by the Institute of Company Secretaries of India. The necessary quorum was present for all the meetings.

The Attendance of the Directors of the Company at the Board meetings is as under:

Name of

Category

Board Meeting dates

No. of

Attend

Last

Director

(2022-2023)

meetings

ed

AGM

May 28, 2022

Aug 12, 2022

Nov 08, 2022

Jan 05, 2023

Feb 10, 2023

entitled to attend

Attende d

Ms. Prachi Executive

Yes

Yes

Yes

Yes

Yes

5

5

Yes

Marwah Director
Mr. Vishal Non-

Yes

Yes

Yes

Yes

Yes

5

5

Yes

Jagannath Executive

Sonawane

Independent Director

Mr. Jayalal Pathak

Non- Executive

Yes

Yes

Yes

Yes

Yes

5

5

Yes

Independent Director

Mr. Vinod Kacharu

Non- Executive

Yes

Yes

Yes

Yes

Yes

5

5

Yes

Mokal

Independent Director

12. COMMITTEES OF THE BOARD:

Currently the Board has 3 (three) Committees: the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing regulations") are as follows:

13.1 AUDIT COMMITTEE:

The Audit Committee constituted by the Company comprises of three qualified members in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. All the members have financial and accounting knowledge.

The Committee acts as a link between the Management, the Internal Auditors, the Statutory Auditors and the Board of Directors of the Company. The recommendations of the Audit Committee are always welcomed and accepted by the Board and all the major steps impacting the Financials of the Company are undertaken only after the consultation of the Audit Committee.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

The Committee met Four (4) times during the Year on May 28, 2022, August 12, 2022, November 08, 2022 and February 10, 2023 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.

The composition of the Audit Committee and the details of meetings attended by its members are given below:

Name of the

Category

Audit Committee Meetings

No. No. of

Members

(2022-2023)

Meetings Meetings
May 28, 2022 Aug 12, 2022 Nov 08, 2022 Feb 10, 2023 Entitled to Attend Attended
Mr. Jayalal

Chairman

Yes Yes Yes Yes 4 4
Pathak Non-Executive

Independent Director

Mr. Vishal Non-Executive Yes Yes Yes Yes 4 4
Jagannath Independent
Sonawane Director
Ms. Prachi Executive Director Yes Yes Yes Yes 4 4
Marwah
Mr. Vinod Non-Executive Yes Yes Yes Yes 4 4

Kacharu Mokal

Independent Director

13.2 NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee constituted by the Company comprises of three qualified members (i.e. 3 Non-Executive Independent Directors) in accordance with the section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and the Listing Regulations.

The Committee met Twice (2) during the Year on November 08, 2022 and February 10, 2023. The necessary quorum was present at the meeting.

The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:

Name of the Members

Category

Nomination & Remuneration Committee Meeting (2022-2023)

No. of Meetings Entitled to Attend

No. of Meetings Attended

Nov 08, 2022

Feb 10, 2023

Mr. Vishal

Chairman

Yes

Yes

2

2

Jagannath Non-Executive
Sonawane Independent Director
Mr. Jayalal Non-Executive

Yes

Yes

2

2
Pathak Independent Director
Mr. Vinod Non-Executive

Yes

Yes

2

2
Kacharu Mokal Independent Director

The Nomination & Remuneration policy is hosted on the Companys website i.e. www.igcindustriesltd.com

13.3 STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted the Stakeholders Relationship Committee in accordance with the Regulation 20 of the Listing Regulations and Section 178 of the Companies Act, 2013.

The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.

The Company has designated the e-mail ID: igcfoils@gmail.com exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Companys website i.e. www.igcindustriesltd.com

The following table shows the nature of complaints received from the shareholders during the Years 2022-2023.

Sr. No.

Nature of Complaints

Received Pending Disposed
1. Non receipt of Annual Report - - -

2.

Non Receipt of Share Certificates after transfer

- - -
3. Non Receipt of Demat Rejected S/Cs - - -
4. Others - - -

Total

- - -

There were no complaints pending for action as on March 31, 2023.

The Committee met Four (4) times during the Year on May 28, 2022, August 12, 2022, November 08, 2022 and February 10, 2023. The necessary quorum was present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below;

Name of the Members

Category

Stakeholder Relationship Committee Meetings (2022- 2023)

No. of Meetings entitled to No. of Meetings Attended
May 28, 2022 Aug 12, 2022 Nov 08, 2022 Feb 10, 2023 Attend
Mr. Vishal

Chairman

Yes Yes Yes Yes 4 4
Jagannath Non-Executive

Sonawane

Independent Director

Mr. Jayalal Non-Executive Yes Yes Yes Yes 4 4

Pathak

Independent Director

Mr. Vinod Non-Executive Yes Yes Yes Yes 4 4

Kacharu Mokal

Independent Director

13.4 INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and the Listing Regulations, the Independent Directors of the Company shall hold at least one meeting in a Year without the presence of Non Independent Directors and members of the management. All the Independent Directors shall strive to be present at such meeting.

The Independent Directors in their meeting shall, inter alia-

(a) Review the performance of non-independent Directors and the Board of Directors as a whole; (b) Review the performance of the chairman of the listed entity, taking into account the views of executive Directors and non-executive Directors; (c) Assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

Independent Directors met once during the year on February 13, 2023 and attended by all Independent Directors.

14. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Listing regulations, the Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the Listing regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairman and Non-Independent Directors was also carried out by the Independent Directors in their meeting held on February 13, 2023.

Similarly, the performance of various committees, individual Independent and Non Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual Directors.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company (www.igcindustriesltd.com).

16. RELATED PARTY TRANSACTIONS:

During the year under review, your Company has not entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, and hence provisions of Section 188 of the Companies Act, 2013 are not applicable to the Company.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company has neither given any loans, guarantee or provided any security in connection with a loan nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

18. EXTRACT OF ANNUAL RETURN:

As required under Section 134(3)(a) &Section 92(3) of the Act, the Annual Return is put up on the Companys website and can be accessed at www.igcindustriesltd.com &Extracts of the Annual return in form MGT 9 for the Financial Year 2022-23 is uploaded on the website of the Company and can be accessed at www.igcindustriesltd.com.

19. AUDITORS:

A) STATUTORY AUDITOR:

M/s. ADV & Associates, Chartered Accountants (ICAI Registration No. 128045W) were appointed as statutory auditors of the company. Currently, they are holding office of the auditors up to the conclusion of the 45th Annual General Meeting.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on 7thMay, 2018. Therefore, it is not mandatory for the Company to place the matter relating to appointment of statutory auditor for ratification by members at every Annual General Meeting. Hence the Company has not included the ratification of statutory auditors in the Notice of AGM.

The Report given by M/s. ADV & Associates, Chartered Accountants, on the financial statements of the Company for the Financial Year 2022-2023 is a part of the Annual Report.

During the Year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

B) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. A R Gupta & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended as Annexure ‘A which forms a part of this report.

d) COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules made there under, the appointment of Cost Auditor is not applicable to the Company for the Financial Year 2022-2023.

20. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, were not applicable to the Company for the Financial Year 2022-2023.

21 . THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant / material orders passed by the Regulators or courts or Tribunals impacting the going concern status of your Company and its operations in future.

22. DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of the

Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in such Depository. The Company has been allotted ISIN No. INE099S01016. As on March 31, 2023, a total of 1743752 Equity Shares representing 77.85% of the paid up capital of the Company were held in dematerialized form with CDSL and 476753 Equity Shares representing 21.28 % of the paid up capital of the Company were held in dematerialized form with NSDL. During the year Company has making a best effort to convert all the physical share into dematerialized form.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

23. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors (including Non-Executive Independent Directors), Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Companys website (www.igcindustriesltd.com.)

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board& to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

25. CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the Listing Regulations, compliance with the corporate governance provisions are not applicable to your Company as the Companys paid up Equity Share Capital does not exceed of Rs.10 Crores and net worth does not exceed of Rs.25 Crores as on March 31, 2023.

26. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As there were no business activities during the Year under review, the requisite information with regard to conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 read with Companies (Account) Rules, 2014 is not applicable to the Company during the Year under review.

The Company has not earned and spent any Foreign Exchange during the Financial Year 2022 2023.

27. RISK MANAGEMENT:

Your Company recognizes the risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner; your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

The Company is having a Risk Management Policy which has been entrusted with the responsibility to assist the Board (a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management (b) to establish a framework for the Companys risk management process and to ensure its implementation (c) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices (d) to assure business growth with Financial stability.

28. PARTICULARS OF EMPLOYEES:

The disclosures relating to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Further, Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was not applicable to the Company during the Financial Year 2022-2023.

29. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIALYEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no 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 the financial statements related i.e. March 31, 2023 and the date of this report.

30 . BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the Listing Regulations, is not applicable to the Company for the Financial Year ending March 31, 2023.

31. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

32 . DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK

PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the Year under review, no complaints were received by the Committee for redressal. The Sexual Harassment Policy has been posted on the website of the Company (www.igcindustriesltd.com)

33 . MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the Year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this report.

34. APPRECIATION:

Your Directors would like to express their sincere appreciation to the Companys Shareholders, Customers and Bankers for the support they have given to the Company and the confidence, which they have reposed in its management for the commitment and dedication shown by them.