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DIRECTOR'S REPORT

Indo Gulf Industries Ltd.

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Market Cap. (₹) 1.20 Cr. P/BV -0.22 Book Value (₹) -5.69
52 Week High/Low (₹) 6/1 FV/ML 1/50 P/E(X) 0.00
Bookclosure 06/06/2016 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2015-03 
Dear Members,

The Directors are presenting the Thirty Second Annual Report and Audited Accounts of the Company for the year ended 31st March, 2015. Financial Review (Amount in Rs. )

Financial Results	                      2014-15	     2013-14

Net Sales	                                -	        -

Other Income	                             56,51,168	     5,70,086

Profit before finance costs, 
depreciation and tax	                     51,81,161	       50,484

Finance Costs	                                     -	            -
Depreciation and amortization expense 31,67,245 13,24,629

Tax expense	                                     -	            -
Profit/(Loss) before exceptional and extra-ordinary items 20,13,916 (12,74,145)

Exceptional items	                   3,62,25,000	            -

Net Profit/(loss)	                   3,82,38,916	  (12,74,145)
Add: Balance brought forward from the previous year (7,03,68,945) (6,90,94,800)

Less: Deduction on account of
depreciation adjustment                         33,610	            -
due to transitional provisions
Balance to be carried forward to next year's account (3,21,63,639) (7,03,68,945)

Performance, Future Outlook & Prospects

None of the Unit of the Company is in operation during the year. The Company is continuing to make all efforts to restart the explosive units.

The Hon'ble Board for Industrial and Financial Reconstruction (BIFR) had permitted, transfer of 20% equity shares of IGIL held by the Balrampur Chini Mills Ltd. as well as induction of co-promoter/strategic investor in IGIL, under a Modified Draft Rehabilitation Scheme (MDRS) to be approved by the Hon'ble BIFR. Hon'ble BIFR in a recent hearing sought more details from the co-promoters and the matter of induction of strategic investors/co-promoters is pending. The company filed a petition to the Appellate Authority for Industrial & Financial Reconstruction (AAIFR) for necessary relief. The Hon'ble AAIFR in the pending appeal directed circulation of Modified Draft Rehabilitation Scheme (MDRS) to all concerned for their consideration. As envisaged in the MDRS, after the said transfer of shares, IGIL will cease to be a subsidiary of Balrampur Chini Mills Ltd.

Dividend

In view of loss suffered by the Company, the Directors regret for their inability to recommend dividend for the year under review. No amount transferred to the reserve.

Fixed Deposits

The Company has not accepted any deposit from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

Directors

Dr. Arvind Krishna Saxena, director of the company, retire from the board by rotation and is eligible for re-election.

The company received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

The members in the last AGM approved appointment of Mr. Vimal Kumar Jain, Mr. Shyam Lal Gouniyal, Mr. Rajesh Jain and Mr. Gorachand Dutta as Independent Directors.

Directors' responsibility statement The Directors state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance

As per SEBI Circular dated 15.09.2014, as the paid up share capital of the company is Rs.95.67 lacs and net worth is negative as on the last day of the previous financial year, the compliance with the provisions of Clause 49 of the Listing Agreement is not mandatory. Therefore, the Company has not enclosed the Corporate Governance Report, certificate on the compliance of the Corporate Governance and Management Discussion and Analysis.

Listing of equity shares

The Company's Equity Shares are listed on the Bombay and Ahmedabad Stock Exchanges. Annual listing fees from year 2012-13 has not been paid to Bombay Stock Exchange as no bill was received.

Share Capital

The Company did not issue equity shares during the year and the paid up share capital of the Company is Rs.9567270/-Particulars of employees

The Company is a sick industrial Company registered with BIFR. There are no employees in the Company whose particulars are to be given as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Directors are not being paid any remuneration.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Company is a sick industrial Company and all the manufacturing units are closed since December, 2000. The Company is making efforts to restart its explosive units. Therefore, no steps were taken for conservation of energy, capital investment in energy conservation equipment and technology absorption. Expenditure on research and development was nil. There were no foreign exchange earnings and outgo during the year.

Key managerial personnel

In compliance of the provision of Section 203 of the Companies Act, 2013, Company being a sick industrial company could not appoint any key managerial personnel.

Number of meetings of the Board

The Board met four times during the financial year 2014-15 on 28.04.2014, 05.08.2014, 30.10.2014 and 30.01.2015.

Audit Committee

The Audit Committee was constituted by the Company on the details terms of reference as provided in the Companies Act, 2013. The Audit Committee met four times during the financial year 2014-15 on 28.04.2014, 05.08.2014, 30.10.2014 and 30.01.2015. The composition of the Audit Committee is Mr. Vimal Kumar Jain, Chairman (Independent Director), Dr. Arvind Krishna Saxena, Member (Non-executive Director) and Mr. Shyam Lal Gouniyal (Independent Director). During the financial year ended 31.03.2015, there were no any instance of the Board had not accepting the recommendations of the Audit Committee.

The Company is a sick industrial Company registered with BIFR. There is no employee in the Company. However, the Company has in place a whistleblower policy to deal with unethical behavior, victimization, fraud and other grievances or concerns, if any.

Nomination & Remuneration Committee

A Nomination & Remuneration Committee was constituted by the Company. The Board on the recommendation of Nomination & Remuneration Committee framed policy for selection of directors and the remuneration policy. The policy on selection of directors is to have an appropriate mix of directors to maintain independence of the Board. The composition of the Board shall meet the conditions prescribed under the Companies Act, 2013 and other provisions as may be prescribed time to time. The proposed appointee shall possess the director identification number and meet the criteria as laid down in the Companies Act, 2013. The Nomination and Remuneration Committee will review, annually, the appropriate skills and characteristics of Board members in the context of the current structure of the Board. A variety and balance of skills, background and experience is desirable commensurate with the business and size of the company. As the company is a sick industrial company, directors are not being paid any remuneration. There are no employees in the company, so no remuneration is being paid.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, of the individual directors as well as the working of its Audit Committee, Nomination & Remuneration committee and Stakeholders' Relationship Committee. The Nomination & Remuneration committee also reviewed the performance of all directors. Evaluation was done on the basis of questionnaire prepared, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees etc.

Independent Directors in its separate meeting also reviewed the performance of Non-Independent Directors and the Board as a whole and also assessed the quality, quantity and timeliness of flow of information between the company management and the Board.

Extract of annual return

The extract of annual return as per Form MGT- 9 is annexed herewith as Annexure - 'I'.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/s. Anjali Yadav & Associates, Company Secretaries, to undertake the secretarial audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is attached as Annexure 'II' and forms a part of the reports of the Directors. In relation to observations made in the Secretarial Audit Report we inform that the Company is a sick industrial company registered with Hon'ble BIFR. During the year, the Company has no operations and all the units of the company are closed. Consequently, the Company has no funds and the cash loss during the year was Rs. 469966.99. Further, the accumulated losses are Rs. 32163639.91 against the shareholders' fund of Rs. 9567270/-, which exceeds its net worth. Therefore, in view of the non-availability of funds, the company could not comply with the provisions of the Companies Act, 2013 and the Listing Agreement. However, the Company made application to Hon'ble BIFR for induction of strategic investors/co-promoters through a Modified Draft Rehabilitation Scheme (MDRS) to meet requirement of funds for the start/revival of its units.

Auditors & Auditors' Report

M/s Vipin Aggarwal & Associates, Chartered Accountants, auditors of the Company have expressed their unwillingness to be reappointed as statutory auditors of the Company. The Board of Directors at its meeting held on 21.05.2015 has recommended appointment of M/s MANV & Associates, Chartered Accountants (Firm Regn. No 007351N) as Auditors of the Company. As required under the provisions of section 139 of the Companies Act, 2013 the Company has obtained confirmation from M/s MANV & Associates, Chartered Accountants, that their appointment, if made, would be in conformity with the limits specified in that section.

The observations of Auditors in their report read with the relevant notes to accounts are self-explanatory and do not require further explanation.

General

a) The Company is not required to constitute CSR Committee under the provisions of the Companies Act, 2013

b) The Company has not lent out any money or made any investments or provided any guarantees during the year under review.

c) The Company does not have any related party transactions which may have potential conflict with the interests of the Company at large.

d) The company being a sick company having no commercial activity during the year under review, has not laid down policy on risk assessment and minimization procedures.

e) There were no material changes and commitments between the end of financial year and date of report.

f) The Company has in place adequate internal financial control with reference to the financial statements. ACKNOWLEDGEMENTS

Your directors wish to place on record their appreciation for co-operation and support extended by the Bankers and stakeholders.

                                                  By order of the Board 
                                       For INDO GULF INDUSTRIES LIMITED

                                            Sd/-	       Sd/-
Place : New Delhi	           Shyam Lal Gouniyal	Vimal Kumar Jain
Date : 21.05.2015	                  Director	    Director
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