indo global enterprises ltd Directors report

Dear Shareholders,

We have pleasure in presenting the 35^th Annual Report of the Company along with the audited statement of accounts for the year ended 31^st March, 2020. The financial results for the year are shown below.

1. FINANCIAL RESULTS:

(Amount in Rs.)

Particulars	2019-20	2018-19
Total Income	-	1,163,481
Total Expenditure before Interest, Depreciation & Tax	14,71,805	5,209,583
Profit Before Interest, Depreciation & Tax	-14,71,805	-4,046,102
Depreciation	0	0
Financial Interest	-6,85,158	-938,179
Profit /Loss before tax	-21,56,963	-4,984,281
Provision for Tax	-20,17,788	-2,944,748
Profit /Loss after Tax	-41,74,751	-7,929,065

2. FINANCIAL / OPERATIONAL PERFORMANCE:

During the year under review, there was no operation in the Company and hence Company has incurred loss of Rs. 21,56,963 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 to recommend 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 up capital of the company at the end of financial year 2019-20 stood Rs. 6,37,00,000/- (Rupees six crores thirty seven lakhs consisting of 63,70,000 equity shares of Rs.10/- each).

5. TRANSFER TO RESERVES

Considering the decline in the revenue and in view of loss during the financial year 2019-20, 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 and outbreak of covid-19. It has affected the operations of the Company during the year 2019-20. Considering the low demand, the Company has not launched any new projects during the year under review. Instead of launching any new projects of real estate development, the Company is planning to join hands under joint development or so in some of the ongoing projects which are at strategic locations. This is to avoid the pressure of the unsold inventory on completion of the project and also to have limited financial commitment when the market scenario is yet to improve.

7. DEPOSITS

The Company has not accepted any deposits pursuant to sec. 73 of the Companies Act 2013.

8. AUDITORS AND AUDITORS REPORT:

Statutory Auditor:

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

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

Accordingly, M/s Anil Shah & Co., Chartered Accountants has been appointed as Statutory Auditors of the Company to hold the office of statutory auditor till the conclusion of 39^th Annual General Meeting subject to ratification of appointment by the members in every Annual General Meeting.

Secretarial Auditor:

M/s. Vanshree Modi and Associates, Company Secretary in Practice, were re-appointed as Secretarial Auditors of the company by the Board of Directors of the Company to carry out Secretarial Audit for the Financial Year 2019-20. The Secretarial Auditors of the Company have submitted their Report in form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31^st March, 2020. The Secretarial 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, 25/07/2019, 13/08/2019, 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 that they meet with the criteria of independence as laid out under sub-section 6 of section 149 of 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 committee consists of following three Members as on financial year end. 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. Uday Shah	Member

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to provision of section 178 (1) of the Companies act 2013, the Nomination and Remuneration Committee consists of three Members, Mr. Rajesh Patel (designated as chairman of 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 Stakeholder Relationship 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, in relation 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, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) 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/Loss of the Company for the year ended March 31, 2020.

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts for the financial year ended March 31, 2020 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 are adequate and operating effectively.

13. CHANGES DURING THE YEAR

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

14. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company doesnt have any Subsidiaries, Associates or Joint Venture Companies.

15. REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND

JOINT VENTURE COMPANIES:

The Company doesnt have any Subsidiaries, Associates or Joint Venture Companies.

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

COMPANIES:

There are no companies which have become or ceased to be Companys Subsidiaries, Joint ventures 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 that of its committees and individual directors, including directors, including the chairman of the board. The exercise was carried out through a structured evaluation process covering various 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, governance issues, etc.

The evaluation of the Independent Directors was carried out by the entire board on the parameters such as: Knowledge & skills; professional conduct, duties, Role and Functions and the evaluation of Non-Independent Directors was carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected 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 is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information 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 its activities to ensure that all its assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently. The Company ensures adherence to all internal control policies and procedures as well as compliances with all regulatory guidelines. The Audit Committee of the 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 TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators / Courts which would impact 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 and minimize the Business risks. The Company during the year had formalized the same by formulating and adopting Risk Management Policy. This policy intends to identify, evaluate, 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 on arms length basis and were in the ordinary course of the business. 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.

24. CORPORATE SOCIAL RESPONSIBILITY:

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

25. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed that none of the employees of the Company was in receipt of remuneration of Rs.5 lakhs per month or Rs. 60 lakhs per annum during the year under review. Further, during the financial 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 the Financial Statement. The Company has not given any Guarantee pursuant to the provision of 186 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 view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All Board Directors and the designated 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 the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism for directors and employees to report genuine concerns about any instance of any irregularity, unethical practice and/or misconduct. This mechanism provides safeguards against victimization of directors/employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases. The policy/vigil mechanism has been appropriately communicated to the employees within the organization and has been put on the Companys website.

29. SAFETY, HEALTH AND ENVIROMENT:

(a) Safety: The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. All incidents are analyzed in the safety committee meetings and corrective actions are taken immediately. Employees are trained in safe 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 if any are discussed with visiting Medical Officer.

(c) Environment: Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and pollution control Norms as per 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 pay Annual Listing Fees for the Year 2020-21.

31. DISCLOSURE OF SEXUAL HARASSMENT:

Pursuant to section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexual harassment during the 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 the Company (Account) Rule 2014, the relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo pursuant are given in Annexure-I to this Report.

33. ANNUAL RETURN

The extract of Annual Return pursuant to the provision of section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 2019-20 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) of the companies (Share Capital & Debentures) Rules, 2014.

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

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

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

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

- Not applicable.

35. CAUTIONARY STATEMENT:

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industries relations.

36. ACKNOWLEDGMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff 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