India Green Reality Ltd Directors Report.

Dear Members,

India Green Reality Limited

Your Directors present the 9th Annual Report of your Company together with the Audited Financial Statement for the financial year ended, 31st March, 2018.

1. FINANCIAL HIGHLIGHTS

Particular

2017-18

2016-17

Income for the year was

3,18,74,175

6,12,43,177

Profit before Financial Charges, Depreciation and Taxation

4,81,14,496

6,78,15,990

Out of which, Provisions have been made for :-
Financial Charges

88,20,747

40,45,341

Depreciation

36,51,706

31,73,949

Provision for Taxation:
i. Current Income Tax

20,00,000

14,50,000

ii. Deferred Tax
Profit after Income Tax

1,40,07,736

1,35,14,749

2. OPERATION & REVIEW

To receive, consider and adopt the audited Balance Sheet as at 31st March, 2018 and Statement of Profit

& Loss together with Notes forming part thereto ("Financial Statement") for the year ended on 31st March, 2018 and Report of the Board of Directors and Auditors thereon.

Total Revenue from operation of the company is Rs. 3,18,74,175/- And the net Profit after tax is Rs. 1,40,07,736 For the Financial year 2018-19.

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 Mr. Amitava Samanta, Director of the company who is liable to retire by rotation, being eligible for reappointment, offers himself for reappointment. Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM. b) Resignation of Directors and Key Managerial personnel:

The Board of Director in Their Meeting held on 12th Oct 2017 has accepted the Resignation of Mr. Manohar B Chunara from the Post of the Independent Director with effect from 01 October, 2017. During the Year the Board has also accepted the Resignation of Mr. Shankar P bhagat from the post Independent Director W.e.f. 29th November 2017

8. NUMBER OF BOARD MEETINGS

As per section 173 of the companies Act, 2013, during the year 06 board meeting were convened and held, they are, 30/05/2017, 01/09/2017, 14/11/2017, 12//10/2017, 29/11/2017 and 12/02/2018

9. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review, The Company has not made any Allotments.

10. 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.

11. 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.

1 2. 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.

During the year, such Controls were tested and no reportable material weakness was observed

13. 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.

14. DEPOSITS

Your Company has neither invited nor accepted any fixed deposit from the public during the year. 8

15. 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.

1 6. 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"

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

M/S Dhaval Padiya and Co. (FRN- 140653W) Chartered Accountants, the Statutory Auditors of the Company, were appointed for the Financial year 2017-18, the Company shall place the matter relating to such ratification by members at every annual general meeting and therefore it is proposed to ratify the appointment of M/S Dhaval Padiya and Co. (FRN- 140653W), Chartered Accountants, as the Statutory Auditors of the Company.

The consent of M/S Dhaval Padiya and Co. (FRN- 140653W), Chartered Accountants along with certificate under Section 139 of the Act has been obtained to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

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 as "Annexure - B" The report is self-explanatory.

With reference to the remarks and observation of the secretarial Auditor, the following explanations have been submitted by the board of directors of the company.

Our Company took all reasonable steps to do such appointments, but as our Company is not doing well in its present line of business activity, it failed to attract right candidates for such post. The Board of our Company continues its efforts to search right candidate for the post of Company Secretary and will appoint the Company Secretary as soon as possible.

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 – C".

However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

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:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the companies Act, 2013.

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:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013.

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 – D"

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:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013. The composition of the Committee is in conformity with the provisions of the said section.

Composition:

NAME OF THE DIRECTORS CATEGORY OF DIRECTORSHIP REMARKS

NUMBER OF MEETINGS

Held

Attended

Mrs. Dhanpreet Kaur M. Makhija Non-Executive & Independent Director Chairman

1

1

Shankar P. Bhagat** Non-Executive & Independent Director Member

1

1

Manohar B Chunara* Non-Executive Director Member

1

1

Vinodkumar M Thaker# Executive Director Member

1

1

Amitva Samanta## Executive Director Member

1

1

*Manohar B Chunara Resigned as a Director w.e.f. 01.10.2017

# Vinodkumar M Thaker Appointed as member of the Committee W.e.f. 01.10.2017. ** Shankar P Bhagat Resigned as a Director W.e.f. 29.11.2017 ## Amitva Samanta Appointed as member of the Committee W.e.f. 29.11.2017

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, 2018 are NIL.

Compliance Officer:

Mr. Vinodkumar M. Thaker is the compliance Officer of the Company for the above purpose.

2 5. 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 "Annexture –E"

26. 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

27. ACKNOWLEDGEMENTS

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

By Order of the Board of Director SD/-

Vinodkumar M. Thaker Managing Director

DATE: 03/09/2018

PLACE: AHMEDABAD