Indo-global Enterprises Limited · Indo-global Enterprises Limited Annual Report 2016 -17 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that Annual General MeetingThirty

Indo-global Enterprises Limited

Annual Report 2016-17

32nd ANNUAL REPORT

OF

INDO GLOBAL ENTERPRISES LIMITED

F.Y. 2016-17



Annual Report 2016-17 Board of Directors: Dr. Rupesh Mehta Director Dr. Preeti Mehta Director Mr. Rajesh Patel Director Mr. Chirag Panchal Director Mr. Sunil Raghu Director Company Secretary Ms. Khushboo Auditors: Sharma & Pagaria Chartered Accountants, Ahmedabad Registered Office: Dalia Building, Nr V S Hospital, Nr Gopi Restaurant, Ellisbridge, Ahmedabad-380006 Email: [email protected] Registrar & Share Transfer Agent: Satellite Corporate Services Private Limited. B-302, Sony Apartment, Opp St. Judes High School, Off Andheri Kurla Road, Jarimari Sakinaka, Mumbai - 400 072 Email: [email protected]

Contents Pages Notice

3

Directors Report 7 Extracts of Annual Return 16 Management & Discussion Analysis Report 25 Secretarial Audit Report 30 Auditors Report 35 Balance Sheet 42 Statement of Profit & Loss 43 Cash Flow Statement 44 Notes to Accounts 45

mailto:[email protected]




NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that Thirty Second Annual General Meeting of Members of Indo-Global Enterprises Limited will be held on Friday, 29th September, 2017 at 11.00 a.m. at the registered office of the Company at Dalia Building, Nr V S Hospital, Nr Gopi Restaurant, Ellisbridge, Ahmedabad-380006, Gujarat to transact the following business: Ordinary Business:

1) To receive, consider, approve and adopt the Audited Standalone Balance Sheet as at March, 31st 2017 and Statement of Profit and Loss Account for the year ended on that date together with the Reports of the Boards of Directors and Auditors thereon.

2) To appoint a Director in place of Dr. Preeti Mehta, (DIN: 00098445) who retires by rotation and being eligible offers herself for re-appointment.

3) To ratify the appointment of Statutory Auditors and to fix their remuneration and in this regard consider and if thought fit, to pass with or without modification(s), the following resolution as an ordinary resolution. The retiring Auditor M/s Sharma & Pagaria, Chartered Accountants, Ahmedabad are being eligible for re-appointment and have confirmed their willingness to accept office, if re-appointed. “RESOLVED THAT, pursuant to provisions of section 139 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder M/s Sharma & Pagaria, Chartered Accountants, Ahmedabad a firm bearing Registration number 008217S be and is hereby appointed as Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting of the Company subject to ratification of the appointment by the members of the company at every annual general meeting as per the provisions of companies act, 2013 on such remuneration as shall be fixed by the Board of Directors of the Company and auditors.”

For Indo-Global Enterprises Limited

Place: Ahmedabad Chirag Panchal Date: 4th September, 2017 Director

DIN: 07039556



Notes:-

1. All the members entitled to attend and vote at meeting is entitled to appoint a proxy to attend and vote at meeting on his/ her behalf and the proxy need not be a member of the Company. The proxy form should be lodged with the Company at its registered office not less than 48 hours before the time of holding the meeting. As per section 105 of the Companies Act, 2013 and Rule 19(2) of the Companies (Management and Administration) Rules, 2014, a person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the company carrying the voting rights.

2. The instrument of proxy in order to be effective should be dispatched to the registered office of the company before 48 hours of commencement of meeting. A proxy form is sent herewith. Proxies submitted on behalf of companies, societies etc. must be supported by an appropriate resolution/ authority as applicable.

3. The Register of Members and share transfer books of the company shall remain closed from, Friday 22nd September, 2017 to Friday, 29th September, 2017 (both days inclusive) for annual closing.

4. Electronic copy of the Annual Report for 2016-17 is being sent to all the members whose email IDs are registered with the Company / Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2016-17 is being sent in the permitted mode.

5. Details required to be furnished in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange in respect of the Directors seeking appointment / re-appointment at the Annual General Meeting, forms integral part of the notice.

6. All documents referred to in the accompanying Notice shall be open for inspection at the Registered Office of the Company during normal business hours (4.00 P.M. to 6.00 P.M.) on all working days except Saturday, Sunday and Public holiday up to and including the date of the Annual General Meeting of the Company.

7. The Ministry of Corporate Affairs (“MCA”), Government of India, through its Circular No. 17/2011 dated

21 April, 2011 and Circular No. 18/2011 dated 29 April, 2011, have allowed companies to send Annual Report comprising of Balance Sheet, Statement of the Profit & Loss, Directors’ Report, Auditors’ Report and Explanatory Statement etc., through electronic mode to the registered e-mail address of the members. Keeping in view the underlying theme and the circulars issued by MCA, we propose to send future communications in electronic mode to the e-mail address provided by you to the depositories and made available by them being the registered address. Shareholders, who have not registered their mail id with the company and want to receive all the communications through electronic mail, can register their details (Name, Folio No. and email id) with registrar and share transfer agent.

“Voting through Electronic Means” The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Tuesday, 27th September, 2017 3.00 p.m. and ends on Thursday, 28th September, 2017 by 5.00 p.m. During this period shareholders’ of the Company, holding shares either in



physical form or in dematerialized form, as on the cut-off date (record date) of 22nd September, 2017 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com. (iv) Click on Shareholders. (v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login. (vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an

earlier voting of any company, then your existing password is to be used. (viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for

both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab. (x) Members holding shares in physical form will then directly reach the Company selection screen.

However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant <Company Name> on which you choose to vote. (xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO”

for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

http://www.evotingindia.com/




(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. (xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Note for Non – Individual Shareholders and Custodians • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log

on to www.evotingindia.com and register themselves as Corporates. • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

[email protected]. • After receiving the login details a Compliance User should be created using the admin login and

password. The Compliance User would be able to link the account(s) for which they wish to vote on. • The list of accounts linked in the login should be mailed to [email protected] and on

approval of the accounts they would be able to cast their vote. • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour

of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

(xxi) The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the company as on the date of 22nd September 2017. Details of Directors seeking appointment / re-appointment at the Annual General Meeting (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015) Name of the Directors Dr. Preeti Mehta Date of Birth 21/01/1950 Date of Appointment 21/11/1986 Expertise in Specific Function areas Doctor Qualification MD,DA List of other cos. In which Directorship held on 31.03.2017

1 (Cropconnect Enterprises Private Limited)

Chairman / Member of the committee of other public cos.

NA

Shareholding 0.63%


Place: Ahmedabad Chirag Panchal Date: 4th September, 2017 Director

DIN: 07039556







Director’s Report

To, The Members; Indo-Global Enterprises Limited The Board of Director of your Company has the pleasure in presenting the 32nd Annual Report of Indo-Global Enterprises Limited together with audited financial statements for the year ended on 31st March 2017. Financial highlights and state of affairs The important financial data is as under: Particulars 2016-17 2015-16 % Change compared to

Previous Year

Total Income 24,164,894 89,376,813 (72.96) Total Expenditure before Interest, Depreciation & Tax

17,018,716 80,284,215 (78.80)

Profit Before Interest, Depreciation & Tax

7,146,178 9,092,598 (21.41)

Depreciation 10,880 16,299 (33.25) Financial Interest 3,202,848 146,703 P&L before tax 3,932,450 8,929,596 (55.96) Less: Provision for Tax 1,370,279 2,822,442 (51.45) P&L after Tax 2,562,171 6,107,154 (58.05)

FINANCIAL REVIEW: During the financial year 2016-17, the net revenue from operations for the standalone entity decreased to Rs. 241.65 lakh from Rs. 893.77 Lakh in the previous year showing a decline of around 73%. In line with decrease in revenues, the operating profit before interest, tax, depreciation and amortization (EBITDA) decreased from Rs. 90.93 lakh to Rs. 71.46 lakh and there was a profit after tax of Rs. 25.62 lakh for the year under review as against a profit after tax of Rs. 61.07 lakh for the previous financial year. The decrease in the revenue and profits is due to general recession in the real estate sector during the financial year 2016-17 and hence the Company has not commenced any new development projects. DIVIDEND: During the year there has been a decrease in the earning of the company. Considering the Company’s performance during the year, fall in earnings and need of internal accruals of fund to growing business operations, the Directors do not propose payment of any dividend for the financial year 2016-17. TRANSFER TO RESERVES: Considering the decline in the revenue and the profit during the financial year 2016-17, the Company does not propose to transfer any amount to the General Reserve.



BUSINESS REVIEW: Reflecting the downward trends of the overall economy, the year 2016-17 has not been an encouraging and favourable year for the real estate sector. Scheme of Demonetisation of Government has aggravated to this situation, After this move, transactions in real estate have virtually dried up, particularly in the land and capital raising for the business. Residential and Commercial sales’ enquiries have witnessed a drop, and prices in real estate markets are softening leading to over inventory of finished units. 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. Changes During the Year (a) Nature of Business: During the financial year under review there was no change in the

nature of business of the company. (b) Capital: During the financial year there was no change in the authorized Share Capital and

Paid up share capital of the company. (c) Subsidiaries: Company does not have any subsidiaries. (d) Other changes, if any, do not affect financial positions. Deposits The Company has not accepted any deposits pursuant to sec. 73 of the Companies Act 2013. Directors There has been no change in the management of your company. Further pursuant to provisions of companies Act, 2013 and the articles of association of the Company, Dr. Preeti Mehta (DIN:00098445) is liable to retire by rotation at the ensuing annual general meeting and being eligible, has offered herself for re-appointment. Her reappointment is recommended. Number of Board Meeting During the financial year under review the board of directors met 7 (Seven) times. The details of the dates of the board meeting and the attendance of directors are provided here in below. Date of Meeting Mr. Chirag

Panchal Mr. Rupesh Mehta

Ms. Preeti Mehta

Mr. Sunil Raghu

Mr. Rajesh Patel

30/05/2016 Attend - - Attend Attend 13/08/2016 Attend - - Attend Attend 06/09/2016 Attend - - Attend Attend 14/11/2016 Attend - - Attend Attend 31/01/2017 Attend - Attend - Attend 13/02/2017 Attend - - Attend Attend 20/03/2017 Attend Attend - Attend - 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. Company’s policy on Director’s appointment, Remuneration and information: The Board of the Company comprises of five Directors out of which one is Promoter Executive Director, one is Promoter Non-Executive Director and remaining Directors are Non-Promoter Non-Executive independent Directors. As on the date of this report, the Board comprises following Directors. Name of Director

Category cum Designation

Date of Appointment at current term & designation

Total Directorship

No of Committees*

in which director is member / chairman

No. of Shares held as on March 31, 2016

Dr. Rupesh Mehta

Promoter Non Executive Director

24/01/1986 1 1 40000 equity shares

Dr. Preeti Mehta

Managing Director 21/11/1986 2 1 40000 equity share

Mr. Chirag Panchal

Non Promoter Non Executive Independent Director

14/02/2015 1 1 125000 equity shares

Mr. Rajesh Patel


14/02/2015 1 1 125000 equity shares

Mr. Sunil Raghu


24/12/2014 2 2 125000 equity shares

*Committee includes Audit Committee and Shareholders’ Grievances Committee across all Public Companies. The composition of Board complies with the requirements of the Companies Act, 2013 (“The Act”). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from requirement of having composition of Board as per Listing Regulations. Committees of the Board: Currently, the company has three committees Audit Committee, Shareholders/Investors Grievance Committee and Remuneration Committee. Compositions of these committees are in compliance with the Companies Act, 2013.



Audit Committee: The Company has formed the Audit Committee in line with provisions of section 177 of the companies act, 2013. The Committee met four times during the year on 30.05.2016, 13.08.2016, 14.11.2015, 13.02.2016. The composition of the committee is as under:

Name of members Designation MR. Sunil Shrichand Raghu Chairman Mr. Rajesh Purushottambhai Patel Member Dr. PreetiRupeshbhai Mehta Member

Remuneration Committee: The Company has formed Nomination and Remuneration committee in line with the provisions Section 178of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management. During the year under review, Nomination and Remuneration Committee met once 22.04.16 The composition of the committee is as under:

Name of members Designation Mr. Rajesh Purushottambhai Patel Chairman Mr. Chirag Prabodhbhai Panchal Member Dr. Preeti Rupeshbhai Mehta Member

Shareholder Grievance Committee: The Company has formed Shareholder Grievance Committee for redressal / complaints of stakeholders. The terms of reference of the committee includes redressal of grievances of shareholders relating to transfer of shares, non-receipt of Annual reports, non-receipt of dividend warrants, recording the change of address, nomination, etc. During the year under review, shareholder Grievance Committee met once on 31.03.17. The composition of the committee is as under:

Name of members Designation MR. Chirag Prabodhbhai Panchal Chairman Mr. Sunil Shrichand Raghu Member Dr. Rupesh Bhaidas Mehta Member

Independent Directors’ Meeting: During the year under review, a separate meeting of independent directors was held on 31st March, 2017 inter alia to discuss: 1. Performance of Non-Independent Directors and Board as a whole, 2. Performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors, 3. Assessed the quality, content and timelines of flow of information between the Management and the Board and that is necessary to effectively and reasonable perform its duties.



Annual Evaluation of Board’s Performance: 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. Directors Responsibility Statement

(a) In the preparation of the annual accounts, the applicable accounting standard 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 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 in the case of a listed company, 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.

Corporate Governance: 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. The Company has complied with applicable provisions of Corporate Governance of the Companies Act, 2013.



Auditors M/s. Sharma & Pagaria Charted Accountants, have been appointed as statutory Auditors of the company to hold office for a period of five years, subject to ratification of their appointment at every Annual General Meeting. The Statutory auditors of the company for the Financial Years 2016-17 i.e. to hold office from this annual general meeting till the conclusion of next Annual general meeting of the company. M/s. Sharma & Pagaria charted Accountants, have confirmed their willingness and eligibility pursuant to the provisions of sec. 139 & 141 of the Companies Act 2013. The ratification of the auditor’s appointment is recommended. Secretarial Auditors: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Ms. Ankita Patel, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report in MR-3 Form for the financial year ended 31stMarch, 2017 is annexed herewith marked as Annexure to this Report. Explanation to Auditors Observations:

(a) Statutory Auditors: There are no negative observations or remarks by the statutory Auditors.

(b) Cost Auditors: The provision of section 148 of the companies Act 2013 pertaining to appointment of Cost Auditor are not applicable to the company and hence this point is not applicable.

(c) Secretarial Auditors: Company is in process of finding a suitable candidate to be appointed as CFO. Secondly as certain forms are pending to be filed with MCA due to oversight and company is in process to comply with the pending filings.

(d) Internal auditors: The Company has carried out internal audit work in house and the

Internal Auditors directly report to the Audit Committee. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Particulars of Loans, Guarantee and Investments Particulars of Loans, Guarantee and Investment made by the company in terms of the section 186 of the Companies Act 2013, are provided herein below:- Sr. No.

Name of the Party Amount of Loan given during the year

Amount of Guarantee

Amount of Investments

1 Investment in Equity Shares of Kalupur Commercial Co-op. Bank Limited – Investment made at cost in the FY 2015-16.

Nil Nil 2,00,100



Particulars of Contract/Arrangement with Related Parties:- During the year under review the company does not have any Related Party Transactions. Risk Management:- The management is sensitive to the risk factors to which the company is exposed though no formal policy has been formulated, the management makes consistent and deliberate efforts to mitigate the risk factors to the minimum levels so that performance of the company remains unhampered. Corporate Social Responsibility Under Section 135 of the Companies Act, 2013 the provision of Corporate Social Responsibility is not applicable to the Company for the financial year 2015-16. Subsidiaries:- The Company does not have any subsidiaries, joint venture and associates. Significant and Material orders passed by Regulators:- During the financial year under review no significant and material orders impacting the going concerns status and company’s operations in future have been passed by any regulators or courts or tribunals. Internal Financial Control and their adequacy The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. Extracts of Annual Return:- The details forming part of the Extracts of Annual Return in form MGT-9 as required under section 92 (3) of the Companies Act 2013 is annexed to this report. Conservation of Energy, Technology, Absorption, Foreign Exchange Earning and out go:- The details of the Conservation of Energy, Technology, Absorption, Foreign Exchange Earning and out go as required under section 134 (3) (m) of the Companies Act 2013 is annexed to this report. Disclosure of Vigil Mechanism:- The Company has a whistle blower policy to deal with any instance of fraud and mismanagement. The employees of the Company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern. Particulars of Employees/Directors:

(a) Statement showing details of employees drawing remuneration exceeding the limits specified in Rule 5(2) of the companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.



During the financial year under review there were no employees who were in receipt of remuneration exceeding the limits specified in Rule (5) (2) of the Companies (Appointment & Remuneration of Managerial Remuneration)Rules, 2014.

(b) Details of ESOP in terms of Rule 12(9) of the Companies (Share Capital and Debentures)Rules, 2014. During the financial year under review the company has not issue any ESOP.

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

(d) Prevention of Sexual harassment at workplace:- As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Acknowledgement:- The director wishes to place on record their appreciation of the devoted services to the workers, staff and officers, who have largely contributed in the smooth functioning of the Company. The directors also express their heart full gratitude to the bankers of the company for their continued Co-operation & support.


Place: Ahmedabad Rajesh Patel Chirag Panchal Date: 4th September 2017 Director Director

DIN: 07039609 DIN: 07039556



Annexure

The conservation of energy, technology absorption, foreign exchange earnings and outgo

A. Conservation of energy- NIL (i) The steps taken or impact on conservation of energy; (ii) The steps taken by the company for utilising alternate source of energy; (iii) The capital investment on energy conservation equipments;

B. Technology absorption- NIL (i) The efforts made towards technology absorption; (ii) The benefits derived like product improvement, cost reduction, product

development or import substitution; (iii) In case of imported technology (imported during the last three years reckoned from

the beginning of the financial year)- (a) The details of technology imported; (b) The year of import; (c) Whether the technology been fully absorbed; (d) If not fully absorbed, areas where absorption has not taken place, and the

reasons thereof; (iv) The expenditure incurred on Research and Development.

C. Foreign exchange earnings and outgo - NIL The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows:



Annexure

Form No. MGT-9 EXTRACTS OF ANNUAL RETURN

As on the financial year ended 31st March, 2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated:- Sr. No. Name and Description of

main products / services NIC Code of the Product/ service

% to total turnover of the company

1. Real Estate Activities 7010 100% III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and

Address of the Company

CIN/GLN Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

NIL

i) CIN L70102GJ1985PLC007814 ii) Registration Date 08/05/1985 iii) Name of the Company Indo-Global Enterprises Limited iv) Category/ Sub Category of the Company Non government company v) Address of the Registered office and

contact details Dalia Building, Nr V S Hospital, Nr Gopi Restaurant, Ellisbridge, Ahmedabad- 380006 Tel: 079-26586152/26587152 Email:[email protected]

vi) Whether listed company Yes vii) Name, Address and Contact details of

Registrar and Transfer agent, if any Satellite Corporate Services Pvt Limited B-302, Sony Appt., opp. St Jude High School, off Andheri Kurla Road, Jarimari Sakinaka Mumbai-400072 Email: [email protected]

tel:079-26586152/26587152



IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity)

(i) Category wise Share Holding Category of Shareholders

No. of Shares held at the beginning of the year

No. of shares held at the end of the year

% Change during the year

Demat Physical Total % of Total shares

Demat Physical Total % of Total shares

(A) Promoter (1) Indian (a) Individual/HUF 0 179500 179500 2.82 0 179500 179500 2.82 - (b) Central Govt. (c) State Govt. (s) (d) Bodies Corp. (e) Banks/FI (f) Any other……. Sub-total (A) (1):- 0 179500 179500 2.82 0 179500 179500 2.82 - (2) Foreign (a) NRIs Individuals

(b) Other Individuals

(c) Bodies Corp. (d) Banks/FI (e) Any Other…. Sub-total (A) (2) :- Total Shareholding of Promoter (A) = (A)(I) + (A)(2)

0 179500 179500 2.82 0 179500 179500 2.82 -

(B) Public Shareholding

(1) Institutions (a) Mutual Funds (b) Banks/FI (c) Central Govt. (d) State Govt(s) (e) Venture Capital funds

(f) Insurance



Companies (g) FIIs (h) Foreign Venture Capital Funds

(i) Others (specify) Sub-total (B) (1):- (2) Non Institutions

(a) Bodies Corp. (I) Indian (II) Overseas (b) Individuals (I) Individuals shareholders holding nominal share capital upto Rs. 1 Lakh

2998 2998 0.05 17609 2998 20607 0.32 0.27%

(II) Individuals shareholders holding nominal share capital in excess of Rs 1 lakh

6125000 62500 6187500 97.13 6107391 62500 6169891 96.86 -0.27%

(c) Others (specify)

2 2 0.00 2 2 0.00

Sub-total (B)(2):- 6125000 65500 6190500 97.18 6125000 65500 6190500 97.18 0 Total Public Shareholding (B) = (B)(1)+ (B)(2)

6125000 65500 6190500 97.18 6125000 65500 6190500 97.18 0

(C) Shares held by Custodian for GDRs & ADRs

Grand Total (A+B+C)

6125000 245000 6370000 100 6125000 245000 6370000 100

Indo-Global Enterprises Limited


(ii) Shareholding of Promoters SI No.

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of shares

% of total shares of the company

% of Shares Pledged to total shares

No. of shares


% of Shares Pledged to total shares

% change in share holding during the year

1. Rupesh Bhaidas Mehta

40000 0.63 0 40000 0.63 0 0

2. Rupesh Bhaidas Mehta HUF

26500 0.41 0 26500 0.41 0 0

3. Preetiben Rupesh Mehta

40000 0.63 0 40000 0.63 0 0

4. Shishir Rupesh Mehta

50900 0.80 0 50900 0.80 0 0

5. Ishira Rupesh Mehta

22100 0.35 0 22100 0.35 0 0

Total 179500 2.82 0 179500 2.82 0 0

(iii) Change in Promoters’ shareholding (please specify, if there is no change) SI . No.


Cumulative shareholding during the year

No. of shares


No. of shares


At the beginning of the year

NIL

Date wise increase/Decrease in promoters Shareholding during the tear specifying the reason for increase/ decrease (e.g. allotment /transfer /bonus/sweat equity etc):

At the end of the year (iv) Shareholding pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): SI No.


Cumulative Shareholding during



the year For Each of the Top 10 Shareholders No. of

Shares % of total shares of the company

No. of Shares


1. Kashyap Samirbhai Shah At the beginning of the year 318400 4.998 318400 4.998 Date wise increase/Decrease in

promoters Shareholding during the tear specifying the reason for increase/ decrease (e.g. allotment /transfer /bonus/sweat equity etc):

- - - -

At the end of the year 318400 4.998 318400 4.998 2. Hemal K.Bihola At the beginning of the year 318000 4.992 318000 4.992 Date wise increase/Decrease in


- - - -

At the end of the year 318000 4.992 318000 4.992 3. Bhaumik N Patel At the beginning of the year 318000 4.992 318000 4.992 Date wise increase/Decrease in


- - - -

At the end of the year 318000 4.992 318000 4.992 4. Piyush N Bhavsar At the beginning of the year 318000 4.992 318000 4.992 Date wise increase/Decrease in


- - - -

At the end of the year 318000 4.992 318000 4.992 5. Vikas Malaviya At the beginning of the year 318000 4.992 318000 4.992 Date wise increase/Decrease in


- - - -

At the end of the year 318000 4.992 318000 4.992 6. Madhav N Tembhekar At the beginning of the year 318000 4.992 318000 4.992 Date wise increase/Decrease in - - - -




At the end of the year 318000 4.992 318000 4.992 7. Shaktisinh D Vaghela At the beginning of the year 318000 4.992 318000 4.992 Date wise increase/Decrease in


- - - -

At the end of the year 318000 4.992 318000 4.992 8. Hemant S Patil At the beginning of the year 318000 4.992 318000 4.992 Date wise increase/Decrease in


- - - -

At the end of the year 318000 4.992 318000 4.992 9. ArvindKumar H Patel At the beginning of the year 318000 4.992 318000 4.992 Date wise increase/Decrease in


- - - -

At the end of the year 318000 4.992 318000 4.992 10. Bhavin G Mehta At the beginning of the year 318000 4.992 318000 4.992 Date wise increase/Decrease in


- - - -

At the end of the year 318000 4.992 318000 4.992 (v) Shareholding of Directors and Key Managerial Personnel: SI No.


Cumulative Shareholding during the year

For Each of the Directors and KMP No. of Shares


No. of Shares


1. Rupesh Bhaidas Mehta At the beginning of the year 40000 .63 40000 0.63



Date wise increase/Decrease in Directors Shareholding during the tear specifying the reason for increase/ decrease (e.g. allotment /transfer /bonus/sweat equity etc):

- - - -

At the end of the year 40000 .63 40000 .63 2. Preetiben Rupesh Mehta At the beginning of the year 40000 .63 40000 0.63 Date wise increase/Decrease in

Directors Shareholding during the tear specifying the reason for increase/ decrease (e.g. allotment /transfer /bonus/sweat equity etc):

- - - -

At the end of the year 40000 .63 40000 .63 3. Sunil Shrichand Raghu At the beginning of the year 125000 1.96 1250000 1.96 Date wise increase/Decrease in


- - - -

At the end of the year 125000 1.96 125000 1.96 4. Chirag Prabodhbhai Panchal At the beginning of the year 125000 1.96 1250000 1.96 Date wise increase/Decrease in


- - - -

At the end of the year 125000 1.96 125000 1.96 5. Rajesh Purushottambhai Patel At the beginning of the year 125000 1.96 1250000 1.96 Date wise increase/Decrease in


- - - -

At the end of the year 125000 1.96 125000 1.96

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans

excluding deposits Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

2,35,58,836

i)Principal Amount



ii) Interest due but not paid iii) Interest accrued but not due

Total (i+ii+iii) 2,35,58,836 Change in Indebtedness during the financial year

• Addition • Reduction 1,30,43,919

Net Change 1,30,43,919 Indebtedness at the end of the financial year

1,05,14,917

i)Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

Total (i+ii+iii) 1,05,14,917 VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Managers: SI no.

Particulars of Remuneration Name of MD/WTD/ Manager

Total Amount

NIL

1. Gross Salary (a)Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2. Stock Option 3. Sweat Equity 4. Commission

- as % of profit - others, specify……

5. Others, please specify Total (A) Ceilling as per the Act

B. Remuneration to other directors:

SI no. Particulars of Remuneration Name of Directors

Total Amount

1. Independent Directors • Fee for attending board/committee

meetings • Commission • Others, please specify

NIL



Total (1) 2. Other Non- Executive Directors

• Fee for attending board/committee meetings

• Commission • Others, please specify

Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD SI. No.

Particulars of Remuneration Key Managerial Personnel

CEO Company Secretary

CFO Total

1. Gross salary a)Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

245400 245400

2. Stock Option 3. Sweat Equity 4. Commission

- as % of profit - others, specify……

5. Others, please specify Total 245400 245400 VII. Penalties/Punishment/Compounding of Offences: Type Section of

the companies Act

Brief Description

Details of Penalty/ Punishment/ compounding fees imposed

Authority [RD/NCLT/COURT]

Appeal made, if any (give Details)

Penalty NIL Punishment

Compounding Other officers in Default Penalty

NIL Punishment Compounding



Management Discussion and Analysis Report

Industry Overview Real Estate Sector: a. Review The real estate sector in India has witnessed a paradigm shift in the last decade. From being a largely unorganized sector in the past, the sector is steadily transforming over the years to become a more structured one. Apart from other factors, much of this transformation can be attributed to investments by institutional private equity and strategic investors in the sector. The Indian real estate sector remains in the grip of a downturn owing to low demand / slow purchases from home buyers leaving developers struggling with high unsold inventory. In contrast, the commercial office and warehousing segments have witnessed considerable traction in recent times. Government Initiatives Several reforms by the Government of India have been initiated or are underway to encourage the development of the sector. The Government remained active in reviving the housing market throughout 2015 by inducing monetary easing measures. It also cautioned banks to pass on the benefit of the rate cut to end-users in terms of lower housing loan rates. Going forward, housing loan rates are expected to remain under pressure with further space for passing on the complete benefit of key rate cuts to home buyers. In 2015, the Government launched multiple urban development initiatives including the Atal Mission of Rejuvenation and Urban Transformation (AMRUT), the Smart Cities Mission, and the Pradhan Mantri Awas Yojna (PMAY), which is also known as the ‘Housing for All by 2022’ scheme. These schemes are part of the Government’s efforts to rejuvenate urban development and revive large-scale affordable housing in the country. The Government’s proposal to reduce the minimum risk weightage on individual housing loans for low-cost homes is also expected to support the ‘Housing for All’ scheme in the long-term. Once implemented, this move is likely to boost sales in the country’s affordable housing segment, going forward. Real Estate (Regulation and Development) Act The Real Estate (Regulation and Development) Act, 2016, has been passed in both the houses of the Parliament. The Act intends to bring sweeping reforms and transparency in the sector, with equal protection for buyers. It is expected to address issues in the stressed residential sector by reducing the information asymmetry between buyers and sellers. The Act is expected to generate greater institutional participation in the flow of funds on the back of greater transparency and the presence of a regulator. Consumers can take prudent and confident decisions on home purchases and developers are expected to have a larger flow of funds at competitive prices. The Act is expected to bring rationalization of pricing. the Benami Transactions (Prohibition) (Amendment) Bill, 2015 was introduced in the Lok Sabha after the Union Cabinet gave its approval to amend the Benami Transactions (Prohibition) Act, 1988. The law is now enacted by the Parliament, which will enable the Government to initiate steps to establish machinery for the enforcement of the anti-black money law. The Bill is an



anti-black money measure and its purpose is to seize benami property and prosecute those indulging in such activities. GST impact on Real Estate GST law is bring a positive impact on the real estate sector with the reduction in its tax burden and time. As construction costs are to be reduced to some extent, this benefit can be passed on to customers, thereby spurring home buying. This will indirectly provide a positive impact to the real estate industry. Moreover, since the real estate sector shares positive symbiotic relationships with several other sectors such as cement, steel, IT and BFSI, the benefits of GST on each sector will also have an indirect impact on real estate and vice versa. Union government fixing 18% GST rate for under-construction properties with full input tax credits for the Real Estate sector but excluding the cost of land, here is a list of key takeways from the new law: Real estate will be taxed at 18% Under revised order from the government, under-construction properties will be taxed at 18% which includes 9% SGST plus 9% CGST. The government has also allowed deduction of land value equivalent to one-third of the total amount charged by a developer, thus, making the effective tax rate as 12%. "However, in the new regime the quantum of input tax credit will be higher though overflow of credit is restricted. The price of a property is an outcome of demand and supply dynamics, not taxes alone. Stamp duty and property tax Stamp duty and registration charges are outside the ambit of GST now because these are state levies while property tax is a municipal levy. b. The Union Budget FY 2017-18: Implications for the Real Estate Sector

Policy initiatives • Infrastructure status to Affordable Housing - A much-awaited ask of the sector materialised

in this budget. Granting of industry status to affordable housing has been aimed at easing access of funds and more relaxed financing norms

• Foreign Direct Investment (FDI) liberalisation including phasing out of Foreign Investment Promotion Board (FIPB) would encourage enhanced foreign investment into the sector

• Rs 29,043 crore allocated to Pradhan Mantri Awaas Yojana • 1 crore rural houses will be created by 2019 to provide housing to the homeless and people

dwelling in temporary houses • National Housing Bank to refinance individual housing loans of Rs 20,000 crore. Tax proposals: Direct Tax • Holding period for immovable property reduced to 24 months to qualify as long-term

capital asset • Shifting of the base year to compute capital gains tax has been moved forward from

01.04.1981 to 01.04.2001 for all capital assets. This should provide higher cost base and consequently lower tax on sale of immovable property

• Rationalisation of income tax deduction for affordable housing schemes to enhance deduction

• Capital gains tax in the cases of Joint Development Agreements (JDAs), deferred to the year in which the project acquires the certificate of completion



• The deemed rental income incidence on the built up unsold inventory of developers shall apply only 1 year after the end of the financial year in which the completion certificate is attained

• Set off of loss from house property which is let out, against income under any other head has been restricted to Rs 2 lakh

Indirect Tax • Retrospective amendment to remove service tax incidence on the portion of land for

construction contracts c. Key Trends in Real Estate Sector The demand for warehousing space is being driven by third party logistics and e-commerce companies, with more than 50% demand arising from these two sectors. The Government has proposed the ‘Housing for All by 2022’ initiative, which aims to develop 11 Crore housing units. Smart Cities is a Government initiative, which aims to cater to the growing needs of the country’s population and to ease the pressure on the existing metropolitan cities. The smart city initiative is planned with an investment of USD 8 billion over a period of five years and intends to drive the development of 100 cities, drawing the existing focus from major metropolitan cities to a number of untapped cities. On the back of improving economic conditions, the Private Equity Real Estate (PERE) investments have grown at over 30% compound annual growth rate (CAGR) since 2010. The total Private Equity Real Estate investments made during Calendar Year (CY) 2015 stood at USD 3.96 billion. Foreign Direct Investment (FDI) Norms FDI norms have been relaxed in India to allow foreign entities to invest in the entire real estate stock of completed or under-construction projects. The Government has permitted 100% FDI under the automatic route in construction-led development projects along with several other relaxations in terms of exit norms for investors, transfer of stake between non-resident investors and conditions for minimum floor area and capitalization. With relaxed FDI guidelines, real estate focused Government initiatives and growing market, the Indian real estate holds a vast opportunity for investors seeking to invest in Indian real estate. The new relaxed guidelines made the entire real estate stock, completed or under-construction, eligible for foreign investments, making the Indian real estate attractive for foreign investment. Today, the world sees India as a land of opportunity for business and investment. Globally positioning India as an investment destination and improving India’s diplomatic and trade relation is attracting more FDI. After the opening up of real estate sector to FDI, the profile of developers, as well as ownership patterns, is started changing. The inviting of 100% FDI in real estate projects, will boost infrastructure activities in India. Since the coming up of new government, there is positivity among the real estate sector that can now hope for a new phase of growth both in commercial and in the residential segments. The government has taken many steps to create an environment of growth for the sector. The policies have been two pronged, which includes providing greater access to funding on the one hand and extending liquidity to the end-user to strengthen affordability. Residential Segment Overview In CY 2016 abut 89000 units were launched across six Major cities in india, which is about 34% less than the units launched in 2015. The top six cities are Mumbai, NCR, Bengaluru, Pune, Chennai, and Ahmedabad). The decrease in the number of new launches indicates the waning interest of buyers in the primary market.



Outlook The overall macro-economic situation and growth prospects are expected to remain strong, going forward. The Government’s pro-reform initiatives are boosting India’s industrial and investment activity. The International Monetary Fund (IMF) predicts India’s GDP to grow at 7.5% for the years 2016 and 2017. The country is expected to achieve a long-term growth, if measures, such as increased spending on infrastructure development, providing a thrust to exports, revamping the banking sector, boosting rural economy and regulatory reforms, are adopted. Opportunities & Threats: The construction industry ranks third among the 14 major sectors in terms of direct, indirect and induced effects in all sectors of the economy. One of the opportunities for business growth is e-marketing in the current scenario. More than ninety percent of people use the internet before purchasing real estate, and brokers have embraced online marketing with pictures of properties and virtual tours in order to prime their potential customers. Better educated purchasers can also speed up the sales cycle by knowing what they want and need. With increasing corporate, expanding their business demand for office space would continue to be high in the key 8 metros. Retail space in shopping malls cross the key cities is projected to double in this year. the Indian real estate needs to be provided with requisite government and institutional support to ensure its long term and sustainable growth in a manner that is beneficial to all segments of society and it should be pronounced at par with other sectors such as electricity, water, roads and highways within the scope of infrastructure sector. The Indian real estate sector at present is facing challenges like increased land cost, delay in approvals, lack of availability of funds both at buyer and developer’s level, under-developed infrastructure and skilled manpower. The other concern for the company is Real estate developers are required to comply with a number of laws and regulations, including policies and procedures established and implemented by local authorities in relation to land acquisition, transfer of property, registration and use of land. These laws often vary from state to state. The delay in obtaining approvals could warrant revised scheduling of project time lines. Financial Performance: Ours is an Ahmedabad based company engaged in real estate business. The company operates in developing residential schemes. The Company has taken initiative and has focused on consideration of projects. Segment wise performance: The company’s operations are mainly focused in the areas of Real estate and construction. Company is primarily engaged in the business of real estate, hence there is only one primary segment. Risk and concerns: Our primary source of gross income during the year under review was from selling of residential apartments. There exists revenue risk, legal risk, planning permit risk, etc. To mitigate all this risks, research is essential in assessing all kinds of risks. The risk of surprises and wrong assumptions made during the process need to be mitigated. These will be made during the



development process as the design will evolve towards final specifications and will have to take into account inflation levels, price increases as a result of increasing demand etc. The Indian retail realty sector is projected to grow at around 15 per cent year-on-year over the next few years. During the year under review, the company engaged the risk management system to identify and evaluate elements of business risk. The risk management framework defines the risk management approach of the company. Just like any other industry; the real estate sector has some threats involved; which are • Increasing cost of construction • Availability of accomplished and trained labour force • Unanticipated delays in project approvals • Increased cost of manpower • Growth in auxiliary infrastructure facilities Adequacy of Internal Financial Control systems: The board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business. The company has the system of internal controls to ensure accuracy of accounting records and compliance with various, laws, rules and regulations. It has well-defined systems and procedures covering all financial and operating functions. These controls have been designed to provide an assurance with regard to maintaining proper accounting records, controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability in financial reporting. Material Developments in Human Resource: The management believes that the people working in the organization play significant role in the performance of the services and as such relations with the employees continued to be cordial and satisfactory. The Company lays strong emphasis on attracting and retaining the best talent. Personal development initiatives including training, both technical and managerial level are regularly conducted to enhance human potential Cautionary Statement: Statements in the Management Discussion and Analysis describing the Company’s objectives, expectations, predictions and assumptions may be ‘forward looking’ within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed herein. Important factors that could influence the Company’s operations include global and domestic economic conditions affecting demand, supply, price conditions, change in Government’s regulations, tax regimes, the laws and other factors such as litigation and industrial relations.


Place: Ahmedabad Rajesh Patel Chirag Panchal Date: 4th September 2017 Director Director

DIN: 07039609 DIN: 07039556



Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31STMARCH, 2017 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of

The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members INDO-GLOBAL ENTERPRISES LIMITED Regd. Off : Dalia Building, Nr V S Hospital,

Nr Gopi Restaurant, Ellisbridge, Ahmedabad-380006

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by INDO-GLOBAL ENTERPRISES LIMITED(hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the Financial Year ended on 31st March, 2017complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company as per Annexure A for the Financial Year ended on 31stMarch, 2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made

thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011;



INDO-GLOBAL ENTERPRISES LIMITED

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Share based employee benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities)Regulations, 1998;

However, it has been found that there were no instances requiring compliance with the provisions of the laws indicated at point (c) to (h) of para (v) mentioned hereinabove during the period under review.

(vi) Other sector specific laws as applicable specifically to the company.

However, I have been given to understand that the company is in process of establishing better compliance management system for the purpose of sector specific laws applicable to the Company.

I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015;

During the period under review the Company has endeavored to establish the compliance management system to adhere to the provisions of the Act, Rules, Regulations, Guidelines, Standards, mentioned hereinabove. However as informed, The company is in process of filing of certain forms and returns as required under the provisions of The Companies Act, 2013. I have relied on the representations made by the Company and its representativesfor systems and mechanisms formed by the Company for compliances under other sector specific laws and regulations applicable to the Company. I have relied on the report of statutory auditors of the Company for compliance system relating to direct tax, indirect tax and other tax laws. I have done verification of documents and records on test check basis.




I further report that, The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. However, I have been given to understand that the company is in process of finding proper candidate who can be appoint as a Chief Financial Officeras Key Managerial Personnel as required under the provisions of section 203 of The Companies Act, 2013. The company is in process of establishing a system of sending adequate notice to all directors to schedule the Board Meetings, agenda and detailed notes on agenda at least seven days in advance, and a system for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes, wherever required. I further report that the company has endeavored to establish adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that during the audit period of the Company there were no specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. Place: Ahmedabad Sd/- Date: 4th September, 2017 Name of Company Secretary in practice: Ankita Patel Practising Company Secretary

ACS/FCS No. : F8536 C P No : 16497

Note : This report is to be read with my letter of even date which is annexed as Annexure B and forms an integral part of this report.



ANNEXURE - A List of documents verified 1. Memorandum & Articles of Association of the Company. 2. Minutes of the meetings of the Board of Directors, Audit Committee, Nomination &

Remuneration Committee, Stakeholders Relationship Committee, Independent Directors etc.along with attendance register held during the period under report.

3. Minutes of General Body Meetings held during the period under report. 4. Statutory Registers/Records under the Act and rules made there under viz.

- Register of Directors &Key Managerial Personnel - Register of Directors’ Shareholding - Register of loans, guarantees and security and acquisition made by the Company - Register of Members

5. Declarations received from the Directors of the Company pursuant to the provisions of

Section 184 and 164 of the Act. 6. Communications/ Letters received from the Independent directors for their appointment. 7.Various policies framed by the Company from time to time as required under the Act as well

as the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with circulars issued by the SEBI from time to time.



ANNEXURE – B To, The Members INDO-GLOBAL ENTERPRISES LIMITED Regd. Off : Dalia Building, Nr V S Hospital,

Nr Gopi Restaurant, Ellisbridge, Ahmedabad-380006

Sir, Sub: Secretarial Audit Report for the Financial Year ended on 31st March, 2017 My report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the company.

My responsibility is to express an opinion on these secretarial records based on my audit. 2. I have followed the audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of

Accounts of the company. 4. Where ever required, I have obtained the Management representation about the

compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,

standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company

nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: Ahmedabad Sd/- Date: 4th September, 2017 Name of Company Secretary in practice: Ankita Patel Practising Company Secretary ACS/FCS No. : F8536

C P No : 16497



Independent Auditor’s Report

To the Members of INDO- GLOBAL ENTERPRISES LIMITED

Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of INDO- GLOBAL ENTERPRISES LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.



Basis for Qualified Opinion

• Note 5 – Since the company is in the process of compiling details as required under the Micro, Small and Medium Enterprises Development Act, 2006, neither the disclosure nor the provision for interest in respect of the amounts payable to such Micro, Small and Medium Enterprises has been made.

• Note 27 – To the financial statements regarding absence of confirmation & reconciliation of balances in party’s accounts. Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the basis for Qualified Opinion paragraph, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the company as at March 31, 2017 and its Profit and its Cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ‘Annexure A’, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure B’.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.



iv. The Company has provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and those are in accordance with the books of accounts maintained by the Company.

For Sharma & Pagaria

Chartered Accountants Firm Reg. No. 008217S Partner : Bhavik Pandit Membership No: 043141

Place : Ahmedabad Date : 30th May 2017



Annexure ‘A’ The Annexure referred to in paragraph 1 of Our Report on “Other Legal and Regulatory Requirements”.

We report that: i. In respect of its fixed assets:

a. The company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

b. As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

c. The Company does not own any immovable property as on 31st March 2017.

ii. In respect of its inventory: As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

iii. The company has not granted loans, secured ,unsecured to companies,firms,Limited liability partnership or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly clause (a), (b), (c ) is not applicable and hence not commented upon.

iv. In respect of loans, investments, guarantees, and security, provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

v. The company has not accepted any deposits from the public covered under sections 73 to 76 of the Companies Act, 2013.

vi. As per information & explanation given by the management, maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

vii. a. According to the information and explanations given to us and the records of the company examined by us, in our opinion, there have been delays in deposit of undisputed statutory dues relating to Professional tax, Service tax and Income tax. We are informed that the company’s operations during the year did not give rise to any liability for customs duty and excise duty. Other than for undisputed amount of Service tax of Rs. 13.47 Lacs , Professional tax of Rs. 0.04 Lacs and Income tax of Rs. 28.45 Lacs, there are no undisputed amounts payable in respect of these dues which have remained outstanding at 31st March, 2017 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there is no amount payable in respect of income tax, service tax, sales tax, customs duty, excise duty, value added tax and cess whichever applicable, which have not been deposited on account of any disputes.



viii. In our opinion and according to the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank, Government or debenture holders, as applicable to the company.

ix. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year.

x. According to the information and explanations given to us, we report that no fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanation given to us and based on our examination of the records of the Company, the Company has not paid/provided for managerial remuneration for the current year.

xii. The company is not a Nidhi Company. Therefore clause xii) of the order is not applicable to the company.

xiii. According to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc. as required by the applicable accounting standards.

xiv. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

xv. Provisions of section 192 of Companies Act, 2013 have been complied with in case of non-cash transactions entered by the company with directors or persons connected with him.

xvi. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Sharma & Pagaria Chartered Accountants Firm Reg. No. 008217S

Partner : Bhavik Pandit Membership No: 043141




Annexure‘B’ Report on Internal Financial Controls Over Financial Reporting

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of INDO- GLOBAL ENTERPRISES LIMITED (“the Company”) as of March 31, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that 1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;



2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.”

For Sharma & Pagaria Chartered Accountants Firm Reg. No. 008217S

Partner : Bhavik Pandit Membership No: 043141




Balance Sheet as at March 31, 2017 (Amount in rupees)

Particulars Note No. As at March 31, 2017 As at March 31, 2016

I EQUITY AND LIABILITIES Shareholders’ funds Share capital 1 63,700,000 63,700,000 Reserves and surplus 2 19,902,952 17,340,780 Non-Current Liabilities Long term borrowings 3 2,994,514 4,319,181 Deferred tax liabilities (Net) - 507,934 Current Liabilities Short-term borrowings 4 7,520,404 7,572,983 Trade payables 5 10,926,112 1,282,744 Other current liabilities 6 1,579,542 53,289,560 Short term provisions 7 4,082,062 2,845,082 TOTAL 110,705,585 150,858,264

II ASSETS Non-current assets Fixed assets (i) Tangible assets 8 - 10,880 Non-current investments 9 200,100 200,100 Deferred tax assets (net) - - Long term loans and advances 10 539,446 212,305

Current assets Inventories 11 - 10,200,000 Trade receivables 12 3,750,570 19,367,470 Cash and cash equivalents 13 4,212 22,023,733 Short-term loans and advances 14 106,211,257 98,843,776 TOTAL 110,705,585 150,858,264

for and on behalf of the Board

As per our report of even date

INDO-GLOBAL ENTERPRISES LIMITED for Sharma & Pagaria Chartered Accountants Firm Reg. No. 008217S CHIRAG PANCHAL RAJESH PATEL Bhavik Pandit Director Director Partner DIN: 07039556 DIN: 07039609 Membership No: 043141 Place: Ahmedabad Date : 30th May 2017



Statement of Profit and Loss for the year ended March 31, 2017 (Amount in rupees)

Particulars Note No.

For the year ended March 31, 2017


I Revenue from operations 15 23,570,019 89,376,813 II Other Income 16 594,875 - III Total Revenue (I +II) 24,164,894 89,376,813

IV Expenses: Raw Material Consumed 17 - 84,815,891 Purchases of stock-in-trade 18 4,589,528 - Changes of inventories of finished goods, work-in-

progress and Stock-in-Trade 19

10,200,000 (10,200,000) Employee benefits expense 20 247,100 1,042,200 Finance costs 21 3,202,848 146,703 Depreciation and amortization expense 8 10,880 16,299 Other expenses 22 1,982,089 4,626,124 Total Expenses 20,232,444 80,447,217

V Profit before exceptional and extraordinary items and tax

(III - IV) 3,932,450 8,929,596

VI Exceptional items - - VII Profit before extraordinary items and tax (V - VI) 3,932,450 8,929,596 VIII Extraordinary items - - IX Profit before tax (VII - VIII) 3,932,450 8,929,596 X Tax expense:

(1) Current tax 1,878,212 2,822,442 Taxes for earlier years - - Less: MAT credit entitlement - - Net Current tax 1,878,213 2,822,442

(2) Deferred tax (income)/expenses (507,934) - XI Profit for the period 2,562,172 6,107,154

XVI Earning per equity share of Rs 10 each (1) Basic 0.40 0.96 (2) Diluted 0.40 0.96

for and on behalf of the Board As per our report of even date INDO-GLOBAL ENTERPRISES LIMITED for Sharma & Pagaria Chartered Accountants Firm Reg. No. 008217S

CHIRAG PANCHAL RAJESH PATEL Bhavik Pandit Director Director Partner DIN: 07039556 DIN: 07039609 Membership No: 043141 Ahmedabad 30th May 2017



Cash Flow Statement for the year ended March 31, 2017

(Amount in rupees)

Particulars For the year ended March 31, 2017


Cash Flow from operating activities Profit after tax 2,562,172 6,107,155 Depreciation / Amortization 10,880 16,299 Loss on sale of Fixed Assets - 2,413,691 Interest expense 3,202,848 146,703 Deferred tax (income)/expenses (507,934) Income Tax

2,822,442

Operating Profit before working capital changes 52,67,966 11,506,290 Movements in working Capital : (Decrease) / increase in Trade Payables 9,643,368 (Decrease) / Increase in other current liabilities (51,710,018) 34,216,196 (Decrease) / Increase in Short term provisions 1,236,980 Decrease / (Increase) in trade receivables 15,616,900 Decrease / (Increase) in long-term loans and advances (327,141) Decrease / (Increase) in short-term loans and advances (7,367,481) Decrease / (Increase) in inventories 10,200,000 Decrease / (Increase) in other current assets - (63,965,067) Cash generates from / (used in) Operations (17,439,426) (18,242,582) Direct Taxes Paid (Net of Refunds) (766,532) Net cash flow from / (used in) operating activities(A) (17,439,426) (19,009,114) Cash Flows from investing activities Purchase of Shares - (200,100) Sale of Fixed Assets - 10,695,398 Net cash flow from / (used in) investing activities (B) - 10,495,298 Cash Flows from financing activities Increase (Decrease) in Long Term Borrowings (1,324,667) 11,892,164 Increase (Decrease) in Working Capital Borrowings (52,579) - Interest Expense (3,202,848) (146,703) Net cash flow from / (used in) financing activities (C ) (4,580,094) 11,745,461 Net Increase / (Decrease) in cash and cash equivalents (A+B+C) (2,20,19,521) 3,231,646 Cash and cash equivalents at the beginning of the year 22,023,733 18,792,087 Cash and Cash Equivalents at the end of the year 4,212 22,023,733 Components of Cash and Cash Equivalents Cash and cash equivalents 4,212 22,023,733 Total Cash and Cash Equivalents 4,212 22,023,733 for and on behalf of the Board

As per our report of even date

INDO- GLOBAL ENTERPRISES LIMITED for Sharma & Pagaria

Chartered Accountants

Firm Reg. No. 008217S




Notes forming part of the financial statements as at March 31, 2017

(Amount in rupees)

Note No. Particulars

Note: 1 Share Capital

a Particulars

As at March 31, 2017 As at March 31, 2016 No. of

Shares Amount in

Rs No. of Shares

Amount in Rs

(a) Authorised Share Capital Equity shares of 10 each with voting rights

7,000,000 70,000,000

7,000,000

70,000,000

7,000,000 70,000,000

7,000,000

70,000,000

b Issued, subscribed and Fully paid and subscribed

but not fully paid Share Capital

Particulars


Shares Amount in

Rs No. of Shares

Amount in Rs

(i) Issued Share Capital Equity shares of 10 each with voting rights

6,370,000 63,700,000

6,370,000

63,700,000

(ii)Subscribed and Fully paid Share Capital

Equity shares of 10 each with voting rights 6,370,000

63,700,000

6,370,000

63,700,000

(iii) Subscribed But Not Fully Paid Equity shares of 10 each with voting rights

- -

-

-

Less:- Calls in arrear c Reconciliation statement of Shares

Outstanding

Particulars


Shares Amount in

Rs No. of Shares

Amount in Rs

Opening Balance 6,370,000

63,700,000

6,370,000

63,700,000

Additions -

-

(a) Fresh Issue -

-

(b) Bonus Share -

-

(c) Right Share -

-

Deletions -

-

-

-

Closing 6,370,000

63,700,000

6,370,000

63,700,000



d The share capital of the company comprises solely of equity shares. The rights, privileges and restrictions on such shares are those as provided normally under the provisions of the Companies Act, 2013.

e The company does not have any holding company. Hence, disclosure regarding number of shares held by the

holding company, the ultimate holding company, their subsidiary and associates does not arise. f Details of shares held by each shareholder,

holding more than 5% shares.

Class of shares / Name of shareholder

As at March 31, 2017 As at March 31, 2016 Number of

shares held

% holding in that class of

shares

Number of shares held

% holding in that class of

shares Equity shares with voting rights

NA Total g As at NIL shares (As at NIL shares) were reserved for issuance under auctions and contracts / commitments

for the sale of shares / disinvestment. h There has been no movement in equity share capital during the year i There are no securities issued by company which are convertible into equity / preference shares. Hence

disclosure regarding terms of convertible security and earliest date of conversion does not arise. j None of the calls are unpaid. Hence disclosure regarding number of shares and amount due from director,

officer and others does not arise. k None of the shares are forfeited. Hence disclosure regarding number of shares

and amount originally paid does not arise.

Note: 2 Reserves and surplus

Particulars As at March 31, 2017 As at March 31, 2016 Revaluation Reserve Opening Balance 9,660,000 9,660,000 Add: Additions during the year - - Less: Utilised/ transferred during the year - -

Closing Balance (A) 9,660,000 9,660,000

Surplus / (Deficit) in Statement of Profit and Loss Opening Balance 7,680,780 1,573,624 Add: Profit for the year 2,562,172 6,107,155

Closing Balance (B) 10,242,952 7,680,780 Total (A+B) 19,902,952 17,340,780

Note: 3 Long term borrowings

Particulars As at March 31, 2017 As at March 31, 2016 Secured Term Loans - From Bank* 2,994,514 4,319,181

Total 2,994,514 4,319,181 - From the Schedule Bank (Secured by land and Residential units of Scheme at Plot No.57, Paldi, Ahmedabad and Personal Guarantee given by the Directors, Period: 18 months including 6 month Moratorium, ROI:15% p.a.)



Note: 4 Short-term borrowings

Particulars As at March 31, 2017 As at March 31, 2016 Secured Loans repayable on demand - From Bank - (a) Working capital loan 7,520,404 7,572,983

Total 7,520,404 7,572,983 From Schedule Bank – Secured Cash Credit Facility (Secured by land and Residential units of Scheme at Plot No.57, Paldi,

Note: 5 Trade payables

Particulars As at March 31, 2017 As at March 31, 2016 (i) Total outstanding dues of micro enterprises and small

- -

(ii) Total outstanding dues of creditors other than micro

10,926,112 1,282,744 Total 10,926,112 1,282,744

The management is currently in the process of identifying enterprises which have provided goods and services to the company

Particulars As at March 31, 2017 As at March 31, 2016

The principal amount and the interest due thereon (to be shown separately) remaining unpaid to any supplier as at the end of each accounting year;

-

-

The amount of interest paid by the Company in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day during each accounting year;

-

-

The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006;

-

-

The amount of interest accrued and remaining unpaid at the end of each accounting year;

-

-

The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallownace of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.

- -

Note: 6 Other current liabilities

Particulars As at March 31, 2017 As at March 31, 2016 Current maturities of long-term debts - 11,666,672 Statutory Dues 1,358,661 41,621,932 Payable for Expenses 220,881 956

Total 1,579,542 53,289,560



Note: 7 Short term provisions


Provision for Taxation 4,082,062 2,845,082

Total 4,082,062 2,845,082



NOTE 8 - FIXED ASSET ( AS PER COMPANIES ACT, 2013) Sl. Particulars Gross Block Depreciation Block Net Block

No. Cost as on

Addition

Deletion

Total Cost as on

Balance as on

Depreciati

on Reversal

of

Transfer

to Balance

as on As at As at

01.04.2016

31.03.2017 01.04.2016 for the

Year

Depreciati

on

Reserve

s

31.03.201

7

31.03.2

017

31.03.2

016 Tangible Assets

1 Computers

217,602

217,602

206,722

10,880

-

-

217,602

-

10,880

Total [A1] 217,602

-

-

217,602

206,722

10,880

-

-

217,602

-

10,880

Assets with no remaining life

1 Computer

-

-

-

-

-

-

-

-

-

Total [A2] -

-

-

-

-

-

-

-

-

-

-

Current Year [A1+A2]

217,602

-

-

217,602

206,722

10,880

-

-

217,602

-

10,880

Previous Year 16,925,871

-

16,708,269

217,602

3,789,603

16,299

3,599,180

-

206,722

10,880

-



Note: 9

Non-current investments


Non-Trade Investment

Investment in Equity Instruments 200,100 200,100

Total 200,100 200,100

Note: 10

Long term loans and advances


Security Deposits 372,471 45,330

Mat Credit Entitlement 166,975 166,975

Total 539,446 212,305

Note: 11

Inventories


Finished goods - 10,200,000

Total - 10,200,000

Note: 12

Trade receivables


Trade Recievables- Unsecured

Debts outstanding for a period exceeding six months

(From the data they were due for payment)

- Considered good - 6,900

Other

- Considered good 3,750,570 19,360,570

Total 3,750,570 19,367,470



Note: 13

Cash and cash equivalents


13.1 Cash and Bank Balances Cash on hand 114,114 5,177,678 Balances with banks-

In current account (109,902) 16,846,055 Total 4,212 22,023,733

Particulars SBNs Other denomination notes Closing cash in hand as on 08.11.2016 6,515,000 167,682 (+) Permitted receipts - - (-) Permitted payments 15,000 52,848 (-) Amount deposited in banks 6,500,000 - (+) Amount withdraw from banks - - Closing cash in hand as on 30.12.2016 - 114,834

Note: 14

Short-term loans and advances


Advances given to suppliers of Goods 2,460,333 577,073

Balance with government authorities 1,226,842 178,723

Advance Income Tax/TDS ( net of provision) - 677,268

Other Advances 102,524,082 97,410,712

Total 106,211,257 98,843,776

Note: 15 Revenue from operations



Sale of Products 23,570,019 85,567,200 Sale of Services - 3,809,613

Total 23,570,019 89,376,813 Note: 16 Other Income



Balance w/off 83,711 - Interest 511,164 -

Total 594,875 -



Note: 17 Cost of Raw Material Consumed



Opening Stock of Raw Material - - Add:- Purchases (Net) - 84,815,891 Less:- Closing Stock of Raw Material - -

Total - 84,815,891 Note: 18 Purchases of stock-in-trade



Air Conditioner 802,000 - Alluminium Section 1,535,130 - Labour Charges 1,338,456 - Michenical Parking 794,525 - Wooden Flooring 119,417 -

Total 4,589,528 - Note: 19

Changes of inventories of finished goods, work-in-progress and Stock-in-Trade



Opening Inventory Stock-in-Trade (Trade) 10,200,000 - Closing Inventory Stock-in-Trade (Trade) - 10,200,000

Net Increase/(decrease) 10,200,000 (10,200,000) Note: 20 Employee benefits expense



Salaries and Wages – Others 245,400 1,042,200 Contribution to Provident Fund 1,700 -

Total 247,100 1,042,200 Note: 21 Finance costs



Interest Expenses Bank - on borrowings 3,191,757 1,368,211 Others - delayed payment of taxes 11,091 110,949 Interest to be charged to Construction Project Cost (1,332,457)

Total 3,202,848 146,703



Note: 22 Other expenses



Payment made to Auditors As auditors - Statutory Audit 78,500 62,500 As auditors - Tax Audit - - for Other Services ( VAT audit) - -

Total (A) 78,500 62,500 Power and Fuel 56,095 608,750 Repairs and maintenance-machinery - 74,211 Repairs and maintenance-Other - 142,200 Insurance - 9,300 Rates and taxes 3,800 - Communication - 41,582 Travelling and conveyance 25,000 - Printing and stationery - 62,248 Advertisement 11,737 42,915 Office Expenses 14,960 - Hospital Services Expenses - 227,808 Legal and professional 1,358,734 832,032 Freight & Carriage - - Listing Expenses 260,000 - Postage & Couriers - 15,950 Security Charges 121,000 - Web hosting Charges 8,000 - Loss On Disposal Of Fixed Assets - 2,413,691 Office maintenance 18,000 - Miscellaneous expenses 26,262 92,937

Total (B) 1,903,589 4,563,624 Total (A+B) 1,982,089 4,626,124

Note: 23

Foreign Currency Income & Expenditure Particulars 2016-17 2015-16

23.1 Value of Imports on CIF Basis in respect of

Raw Materials and Stock-in-Trade - - Stores, Chemicals and Packing Materials

- -

Capital Goods - -

23.2 Expenditure in Foreign Currency : Travelling Expenses - - The company has no non-resident share holder, therefore disclosure about forex remittances of dividend amount, number share held by them and year to which dividend are related does not arise

23.3 Earnings in Foreign Exchange FOB Value of Export - -



Note: 24 Earnings Per Share (EPS) 2016-17 2015-16

Net Profit after Tax as per Profit and Loss Statement attributable to Equity Shareholders

2,562,171 6,107,154

Weighted Average number of Equity Shares used as denominator for calculating EPS

6,370,000 6,370,000

Basic and Diluted Earnings per Share 0.40 0.96 Face Value per Equity Share 10 10

Note: 25 Related Parties Disclosures

As per Accounting Standard 18, the disclosures of transactions with the related parties are given below:

SI NO Name of Related Parties Relationship NA

Note: 26

Contingent Liabilities and Commitments - Contingent Liabilities – Nil (Previous Year – Nil) - Commitments on capital account Rs Nil. (Previous Year – Nil)

Note: 27

Balances in parties’ accounts are subject to confirmation and reconciliation.

Note: 28 Cash Flow Statement has been prepared using the In-direct Method prescribed in Accounting Standard– 3 issued under

Companies (Accounts) Rules, 2014. The comparative figures for previous year are not disclosed as presentation of Cash Flow Statement arises for the first time in this this financials year. Note: 29

There is no impairment to assets as per Accounting Standard 28 issued by Companies (Accounting Standard) Rules, 2006. Consequently, there is no impairment loss debited to Profit and Loss account.

Note: 30 The previous year figures have been regrouped / reclassified wherever necessary to facilitate comparison with current

year’s figures.

Note: 31 Significant Accounting Policies 1 Accounting Conventions and Basis of Presentation / Accounting

The financial statements are prepared under the historical cost convention, on accrual basis, in accordance with the Generally Accepted Accounting Principles in India. The Company has prepared these financial statements under the historical cost convention on an accrual basis to comply in all material respects with the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and other accounting principles generally accepted in India and the relevant provisions of the Companies Act 2013. The accounting policies have been consistently applied by the Company. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria’s set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time taken between acquisition of assets for processing and their realization in cash and cash equivalent, the Company has ascertain its operating cycle as twelve months for the purpose of the classification of assets and liabilities into current and noncurrent.

2 Inventories

Inventories are valued at the lower of cost (net of CENVAT where applicable) and the net realisable value.



Cost includes cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition.

3 Cash and Cash Equivalents

Cash and cash equivalents includes cash in hand, deposits with banks and short term highly liquid investments, which are readily convertible into cash and have maturities of three months or less from the Balance Sheet date.

4 Use of Estimates

The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires the Management to make estimates and assumptions that affect the reported balances of assets and liabilities as of the date of the financial statements and reported amounts of income and expenses during the period. Management believes that the estimates used in the preparation of financial statements are prudent and reasonable. Actual results could differ from the estimates and differences, if any, are recognised in the period in which the results are known / materialised. Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognized prospectively in current and future periods.

5 Revenue Recognition

(i) Sales are recognised on supply of goods when significant risks and rewards of ownership in the goods are transferred to the buyer. Sales are recorded net of returns, trade discounts, rebates, sales taxes and excise duties.

(ii) Revenue from rendering services and fee for service contact is recognized using the proportionate completion method, which is determined by relating the actual project cost of work performed to date to the estimated total project cost for each contract. Unbilled revenue included in other current assets represents cost and earnings in excess of billings as of the balance sheet date. Unearned revenue included in other current liabilities represents the billing in excess of revenue recognized as of the balance sheet date.

(iii) Dividend income is recognised when the right to receive the same is established. (iv) Interest income is recognised on a time proportion basis.

6 Fixed assets (Tangible / Intangible)

Fixed assets are stated at historical cost (net of CENVAT wherever applicable) less accumulated depreciation / amortisation and impairment losses, if any. Cost comprises of direct cost, related taxes, duties, freight and attributable finance costs till such assets are ready for its intended use.

Capital work-in-progress: Projects under which assets are not ready for their intended use are carried at cost, comprising direct cost, related incidental expenses and attributable interest

7 Foreign Currency Transactions

(i) Transactions in foreign currency are recorded at the exchange rates prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currency remaining unsettled at the period end are translated at the period end exchange rates. The difference in translation of monetary assets and liabilities and realised gains and losses on foreign currency transactions are recognised in the Statement of Profit and Loss.

(ii) The Company uses forward exchange contracts to hedge its exposure against movements in foreign exchange rates. Forward exchange contracts, remaining unsettled at the period end, backed by underlying assets or liabilities are translated at period end exchange rates and the resultant gains and losses as well as the gains and losses on cancellation of such contracts are recognised in the Statement of Profit and Loss. Premium or discount on forward foreign exchange contracts is amortised over the period of the contract and recognised as income or expense for the period. Realised gain/losses on cancellation/settlement of forward exchange contracts are recognised in the Statement of Profit and Loss.

8 Investments



(i) Investments are classified into current and non-current investments. Investments that are readily realizable and are intended to be held for a period less than twelve months from the date on which such investments are made are classified as ‘Current Investments’. Investments other than Current Investments are classified as ‘Non-current Investments’.

(ii) Current Investments are stated at lower of cost and fair value and the resultant decline, if any, is charged to Statement of Profit and Loss. Non-Current Investments are carried at cost. Provision for diminution, if any, in the value of each non-current investment is made to recognise a decline, other than of a temporary nature

9 Borrowing costs

Borrowing costs that are directly attributable to the acquisition or construction of an asset that necessarily takes a substantial period of time to get ready for its intended use are capitalised as part of the cost of that asset till the date it is ready for its intended use or sale. Other borrowing costs are recognised as an expense in the period in which they are incurred.

10 Earnings Per Share

Basic Earnings per share is calculated by dividing the net profit for the period attributable to the equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to the equity shareholders and the weighted average number of equity shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

11 Taxes on income

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.

Deferred tax is recognised on timing differences arising between the taxable income and accounting income

that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the balance sheet date. Deferred tax assets are recognised for timing differences of items other than unabsorbed depreciation and carry forward losses only if there is a virtual certainty that they will be realised. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each balance sheet date for their realisability.

12 Intangible Assets

Cost incurred on intangible asset, resulting in future economic benefits is capitalised as intangible assets and amortised on equated basis over the estimated useful life of such assets.

13 Asset Impairment

Management periodically assesses, using external and internal sources, whether there is an indication that an asset may be impaired. An impairment loss is recognised whenever the carrying value of the Asset exceeds its recoverable amount. Recoverable amount is higher of an asset’s net selling price and its value in use. An impairment loss, if any, is recognised in the Statement of Profit and Loss in period in which the impairment takes place.

14 Provisions, Contingent Liabilities and Contingent Assets

A provision is recognised when the enterprise has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to their present values and are determined based on management estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current management estimates.

A contingent liability exists when there is a possible but not probable obligation, or a present obligation that



may, but probably will not, require an outflow of resources, or a present obligation whose amount cannot be estimated reliably. Contingent liabilities do not warrant provisions, but are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognized nor disclosed in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognized in the period in which the change occurs.

for and on behalf of the Board As per our report of even date

INDO- GLOBAL ENTERPRISES LIMITED for Sharma & Pagaria

Chartered Accountants

Firm Reg. No. 008217S




Form No. MGT-11 Proxy form

[Pursuant to section 105(6) of the companies Act, 2013 and rule 19(3) of the companies (Management and Administration) Rules, 2014]

CIN: L70102GJ1985PLC007814 Name of the company: Indo-Global Enterprises Limited Registered office: Dalia Building,Nr. VS Hospital, Near Gopi Restaurant, Ellis bridge Ahmedabad-380006 Name of the member (s) : Registered address : E-mail Id : Folio No/client Id : DP ID : I/We, being the member(s) of ………… shares of the above named company, hereby appoint

1. Name: ___________________________Address:______________________ E-mail Id: _________________________Signature:__________________, or failing him

2. Name: ___________________________Address:______________________ E-mail Id: _________________________Signature:__________________, or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 32nd Annual General Meeting of the company, to be hold on the 29th Day of September 2017 at 11.00 a.m.at Registered Office and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No. Resolution

For Against

1.

To adopt Audited Financial Statement as on 31st March 2017

2.

Re-appointment of Dr. Preeti Mehta

3.

Ratification of the appointment of Statutory Auditors

Signed this…….. day of………..2017 _______________________ Signature of shareholder

(Signature of Proxy Holder(s)) Note: this form of proxy in order to be effective should be duly completed anddeposited at the Registered Office of the company, not less than 48hoursbefore the commencement of the Meeting.

Affix 1/-

Rupee Revenue

Stamp



REGISTERED OFFICE: DALIA BUILDING, NR V S HOSPITAL, NR GOPI RESTAURANT, ELLISBRIDGE, AHMEDABAD – 380006 TEL: +91 79 2658 6152 / 2658 7152 www.indoglobalinc.in Email: [email protected] CIN: L70102GJ1985PLC007814


32nd ANNUAL GENERAL MEETING On 29.09.2017 at 11.00 a.m. at registered office of the company

DP. Id*

Name & address of the registered shareholder

Client Id*

Regd. Folio No.

* Applicable for shareholding in electronic form. I/We certify that I/We am/are a registered shareholder / proxy for the registered shareholder of the Company. I/We hereby record my/our presence at the Annual General Meeting of the Company ___________________________ Signature of Member/s/ Proxy NOTE: A member or his duly appointed Proxy willing to attend the meeting must fill-up this Admission Slip and hand over at the entrance.

http://www.indoglobalinc.in/


Indo-global Enterprises Limited · Indo-global Enterprises Limited Annual Report 2016 -17 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that Annual General MeetingThirty

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