| Dear Members,
The Directors are presenting the Thirty Second Annual Report and
Audited Accounts of the Company for the year ended 31st March, 2015.
Financial Review (Amount in Rs. )
Financial Results 2014-15 2013-14
Net Sales - -
Other Income 56,51,168 5,70,086
Profit before finance costs,
depreciation and tax 51,81,161 50,484
Finance Costs - -
Depreciation and amortization expense 31,67,245 13,24,629
Tax expense - -
Profit/(Loss) before exceptional
and extra-ordinary items 20,13,916 (12,74,145)
Exceptional items 3,62,25,000 -
Net Profit/(loss) 3,82,38,916 (12,74,145)
Add: Balance brought forward from the
previous year (7,03,68,945) (6,90,94,800)
Less: Deduction on account of
depreciation adjustment 33,610 -
due to transitional provisions
Balance to be carried forward to
next year's account (3,21,63,639) (7,03,68,945)
Performance, Future Outlook & Prospects
None of the Unit of the Company is in operation during the year. The
Company is continuing to make all efforts to restart the explosive
units.
The Hon'ble Board for Industrial and Financial Reconstruction (BIFR)
had permitted, transfer of 20% equity shares of IGIL held by the
Balrampur Chini Mills Ltd. as well as induction of
co-promoter/strategic investor in IGIL, under a Modified Draft
Rehabilitation Scheme (MDRS) to be approved by the Hon'ble BIFR.
Hon'ble BIFR in a recent hearing sought more details from the
co-promoters and the matter of induction of strategic
investors/co-promoters is pending. The company filed a petition to the
Appellate Authority for Industrial & Financial Reconstruction (AAIFR)
for necessary relief. The Hon'ble AAIFR in the pending appeal directed
circulation of Modified Draft Rehabilitation Scheme (MDRS) to all
concerned for their consideration. As envisaged in the MDRS, after the
said transfer of shares, IGIL will cease to be a subsidiary of
Balrampur Chini Mills Ltd.
Dividend
In view of loss suffered by the Company, the Directors regret for
their inability to recommend dividend for the year under review. No
amount transferred to the reserve.
Fixed Deposits
The Company has not accepted any deposit from the public, and as such,
there are no outstanding deposits in terms of the Companies
(Acceptance of Deposits) Rules, 2014.
Directors
Dr. Arvind Krishna Saxena, director of the company, retire from the
board by rotation and is eligible for re-election.
The company received declarations from all the Independent Directors
of the Company confirming that they meet the criteria of independence
as prescribed under Section 149(6) of the Companies Act, 2013.
The members in the last AGM approved appointment of Mr. Vimal Kumar
Jain, Mr. Shyam Lal Gouniyal, Mr. Rajesh Jain and Mr. Gorachand Dutta
as Independent Directors.
Directors' responsibility statement The Directors state that:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii. 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 of
the Company for that period;
iii. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of this Act for safeguarding the assets 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 the Company and that such internal financial controls are
adequate and are operating effectively; and
vi. There is a proper system to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and
operating effectively.
Corporate Governance
As per SEBI Circular dated 15.09.2014, as the paid up share capital of
the company is Rs.95.67 lacs and net worth is negative as on the last
day of the previous financial year, the compliance with the provisions
of Clause 49 of the Listing Agreement is not mandatory. Therefore, the
Company has not enclosed the Corporate Governance Report, certificate
on the compliance of the Corporate Governance and Management
Discussion and Analysis.
Listing of equity shares
The Company's Equity Shares are listed on the Bombay and Ahmedabad
Stock Exchanges. Annual listing fees from year 2012-13 has not been
paid to Bombay Stock Exchange as no bill was received.
Share Capital
The Company did not issue equity shares during the year and the paid
up share capital of the Company is Rs.9567270/-Particulars of
employees
The Company is a sick industrial Company registered with BIFR. There
are no employees in the Company whose particulars are to be given as
required under Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Directors are not being paid any
remuneration.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The Company is a sick industrial Company and all the manufacturing
units are closed since December, 2000. The Company is making efforts
to restart its explosive units. Therefore, no steps were taken for
conservation of energy, capital investment in energy conservation
equipment and technology absorption. Expenditure on research and
development was nil. There were no foreign exchange earnings and outgo
during the year.
Key managerial personnel
In compliance of the provision of Section 203 of the Companies Act,
2013, Company being a sick industrial company could not appoint any
key managerial personnel.
Number of meetings of the Board
The Board met four times during the financial year 2014-15 on
28.04.2014, 05.08.2014, 30.10.2014 and 30.01.2015.
Audit Committee
The Audit Committee was constituted by the Company on the details
terms of reference as provided in the Companies Act, 2013. The Audit
Committee met four times during the financial year 2014-15 on
28.04.2014, 05.08.2014, 30.10.2014 and 30.01.2015. The composition of
the Audit Committee is Mr. Vimal Kumar Jain, Chairman (Independent
Director), Dr. Arvind Krishna Saxena, Member (Non-executive Director)
and Mr. Shyam Lal Gouniyal (Independent Director). During the
financial year ended 31.03.2015, there were no any instance of the
Board had not accepting the recommendations of the Audit Committee.
The Company is a sick industrial Company registered with BIFR. There
is no employee in the Company. However, the Company has in place a
whistleblower policy to deal with unethical behavior, victimization,
fraud and other grievances or concerns, if any.
Nomination & Remuneration Committee
A Nomination & Remuneration Committee was constituted by the Company.
The Board on the recommendation of Nomination & Remuneration Committee
framed policy for selection of directors and the remuneration policy.
The policy on selection of directors is to have an appropriate mix of
directors to maintain independence of the Board. The composition of
the Board shall meet the conditions prescribed under the Companies
Act, 2013 and other provisions as may be prescribed time to time. The
proposed appointee shall possess the director identification number
and meet the criteria as laid down in the Companies Act, 2013. The
Nomination and Remuneration Committee will review, annually, the
appropriate skills and characteristics of Board members in the context
of the current structure of the Board. A variety and balance of
skills, background and experience is desirable commensurate with the
business and size of the company. As the company is a sick industrial
company, directors are not being paid any remuneration. There are no
employees in the company, so no remuneration is being paid.
Board evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual evaluation of its own performance, of the
individual directors as well as the working of its Audit Committee,
Nomination & Remuneration committee and Stakeholders' Relationship
Committee. The Nomination & Remuneration committee also reviewed the
performance of all directors. Evaluation was done on the basis of
questionnaire prepared, covering various aspects of the Board's
functioning such as adequacy of the composition of the Board and its
Committees etc.
Independent Directors in its separate meeting also reviewed the
performance of Non-Independent Directors and the Board as a whole and
also assessed the quality, quantity and timeliness of flow of
information between the company management and the Board.
Extract of annual return
The extract of annual return as per Form MGT- 9 is annexed herewith as
Annexure - 'I'.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Company has appointed M/s. Anjali Yadav & Associates, Company
Secretaries, to undertake the secretarial audit of the Company for the
financial year 2014-15. The Secretarial Audit Report for the financial
year ended 31st March, 2015 is attached as Annexure 'II' and forms
a part of the reports of the Directors. In relation to observations
made in the Secretarial Audit Report we inform that the Company is a
sick industrial company registered with Hon'ble BIFR. During the year,
the Company has no operations and all the units of the company are
closed. Consequently, the Company has no funds and the cash loss
during the year was Rs. 469966.99. Further, the accumulated losses are Rs.
32163639.91 against the shareholders' fund of Rs. 9567270/-, which
exceeds its net worth. Therefore, in view of the non-availability of
funds, the company could not comply with the provisions of the
Companies Act, 2013 and the Listing Agreement. However, the Company
made application to Hon'ble BIFR for induction of strategic
investors/co-promoters through a Modified Draft Rehabilitation Scheme
(MDRS) to meet requirement of funds for the start/revival of its
units.
Auditors & Auditors' Report
M/s Vipin Aggarwal & Associates, Chartered Accountants, auditors of
the Company have expressed their unwillingness to be reappointed as
statutory auditors of the Company. The Board of Directors at its
meeting held on 21.05.2015 has recommended appointment of M/s MANV &
Associates, Chartered Accountants (Firm Regn. No 007351N) as Auditors
of the Company. As required under the provisions of section 139 of the
Companies Act, 2013 the Company has obtained confirmation from M/s
MANV & Associates, Chartered Accountants, that their appointment, if
made, would be in conformity with the limits specified in that
section.
The observations of Auditors in their report read with the relevant
notes to accounts are self-explanatory and do not require further
explanation.
General
a) The Company is not required to constitute CSR Committee under the
provisions of the Companies Act, 2013
b) The Company has not lent out any money or made any investments or
provided any guarantees during the year under review.
c) The Company does not have any related party transactions which may
have potential conflict with the interests of the Company at large.
d) The company being a sick company having no commercial activity
during the year under review, has not laid down policy on risk
assessment and minimization procedures.
e) There were no material changes and commitments between the end of
financial year and date of report.
f) The Company has in place adequate internal financial control with
reference to the financial statements. ACKNOWLEDGEMENTS
Your directors wish to place on record their appreciation for
co-operation and support extended by the Bankers and stakeholders.
By order of the Board
For INDO GULF INDUSTRIES LIMITED
Sd/- Sd/-
Place : New Delhi Shyam Lal Gouniyal Vimal Kumar Jain
Date : 21.05.2015 Director Director |