Directors Report of Indo-Global Enterprises Ltd.

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their 31^stAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

Financial Performance of the Company:

Comparison of Last year and Current year profits of the company.

(Rs. In Lakhs)

Particulars	Year Ended on 31/03/2016	Year Ended on 31/03/2015
Income from operations	893.77	52.72
Other Income	--	2.50
Total Income	893.77	55.22
Total Expenditure	804.47	50.86
Interest	1.47	0.00
Profit before Amortization, Depreciation & Prior Period Adjustment	89.46	5.77
Depreciation	0.16	1.42
Provision for Tax - Current / Deferred	28.22	1.06
Net Profit after depreciation and tax	61.07	3.13
Profit / (Loss) brought forward	15.74	12.60
Net Profit / (Loss) carried to Balance Sheet	76.81	15.74

Change in Nature of Business:

During the year Company has changed its object clause of Memorandum to include the real estate development and construction as one of the object of the company. This includes real estate developments, building construction and providing of wide range of services right from the start up to handing over of the project includes location, feasibility of the project, design, approvals, constructions, interiors, etc.

Review of Business Operations:

During the financial year 2015.16, the total revenue of the Company stood at Rs. 893.77 lakhs as in earlier year it is 52.72 lakhs resulting in vast increase compared to last year. This increase was due to entry of the Company in the business activities in the real estate field which led the company to a better growth compared to last year. The real estate business activity will be more beneficial to the company. Our Company"s net profit rises from 3.13 lakhs of previous years to 61.07 lakhs in the current financial year. The current year’s revenue mainly includes the income generated from real estate development activities. The revenue from health care services during the year under review was Rs.38.10 Lakhs whereas the revenue from the real estate development business was Rs. 855.67 Lakh. Company has discontinued its operations of healthcare services from the last quarter of the financial year under review.

Dividend& Reserves:

Our Directors are in the planning of expanding the business hence they have not declared the dividend for the year ended on 31^st March, 2016. During the year under review, no amount was transferred to General Reserves.

Board Evaluation:

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.

Board of Directors and Key Managerial Personnel:

The Board of the Company comprises of five Directors out of which one is Promoter Executive Director, one is Promoter Nonexecutive 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. ChiragPanchal	Non Promoter Non Executive Independent Director	14/02/2015	1	1	125000 equity shares
Mr. Rajesh Patel	Non Promoter Non Executive Independent Director	14/02/2015	1	1	125000 equity shares
Mr. Sunil Raghu	Non Promoter Non Executive Independent Director	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.

Meetings of the Board of Directors and Committees:

Board Meeting:

During the year under review, Board of Directors of the company met 18 (Eighteen) times viz. 23.04.2015, 01.05.2015, 10.05.2015, 29.05.2015, 30.06.2015, 01.07.2015, 10.08.2015, 29.09.2015, 13.10.2015, 23.10.2015, 10.11.2015, 04.12.2015, 16.12.2015, 01.01.2016, 27.01.2016, 02.02.2016, 12.02.2016, 22.02.2016. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

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 28.05.2015, 09.08.2015, 09.11.2015, 11.02.2016. 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 30.04.2015. 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, no receipt of dividend warrants, recording the change of address, nomination, etc. During the year under review, Nomination and Remuneration Committee met once on 31.03.2016. 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 31^st March, 2016 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 Nonexecutive 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.

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.

Auditors:

M/s Sharma & Pagaria, Chartered Accountants, Ahmedabad have been appointed as Statutory Auditors of the Company till the conclusion of third Annual General Meeting in terms of the provisions of section 139 of the Companies Act, 2013.

Reporting of Fraud:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Directorate:

Mr. Rupesh Bhaidas Mehta, who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Mrs. Ushaben Bhanubhai Trivedi, Independent Director of the company resigned from the directorship of the company with effect from 30^th November, 2015. Mr. Dipak Anubhai Shah, Independent Director of the company resigned from the Board of the company with effect from 1^st January, 2016. None of the Directors of the Company is disqualified from being appointed or reappointed as a Director as specified under Section 164 of the Companies Act, 2013.

Declaration by Independent Directors:

The company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013.

Particulars of employees:

There are no employees in accordance with provisions of section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014.

Deposits:

The company has not invited or accepted any Deposits as per provisions of section 73 to 76 of the Companies Act, 2013 or any other relevant provisions of the Act and under the Companies (Acceptance of Deposit) Rules, 2015 during the year under review.

Change in Share Capital:

During the financial year, 61,25,000 equity shares are released from lock in pursuant to preferential allotment made on 31^st January, 2015. There is no change during the year under share capital of the Company.

Disclosure regarding issue of Equity shares with differential voting rights:

The Company has not issued any equity shares with differential voting rights during the Financial year and it is therefore not required to make disclosures specified in Rule 4 (4) of Companies (Share Capital and Debenture) Rules, 2014.

Disclosure regarding issue of Sweat Equity Shares:

The Company has not issued any Sweat Equity Shares during the financial year and it is therefore not required to make disclosures specified in Rule 8 (13) of Companies (Share Capital and Debenture) Rules, 2014.

Disclosure regarding issue of Employee Stock Option:

The Company has not issued any shares under Employee Stock Option Scheme during the financial year and it is therefore not required to make disclosures specified in Rule 12 (9) of Companies (Share Capital and Debenture) Rules, 2014

Listing:

The Company’s shares are listed on the Bombay Stock Exchange Ltd. (BSE Ltd) and Ahmedabad Stock Exchange Limited. The Listing Fees for the year 2016-17 has already been paid.

Extract of Annual Return:

The Extract of Annual return in form no MGT - 9 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 as on the financial year ended on March 31, 2016 is annexed herewith as Annexure to this report.

Loans Guarantees & Investments by the company:

Disclosures related to Loans, guarantees and Investments covered under the provisions of section 185 and 186 of the companies act, 2013 are given in the notes to the financial statement.

Contracts or arrangements entered into by the company with related parties:

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm’s length basis.

Subsidiary Companies:

During the year under review, Company does not have any subsidiary Company and none of the companies has become or ceased to be Company’s subsidiaries, joint ventures or associate companies.

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.

Directors'' Responsibility Statement:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit 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; and

(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 new 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.

Secretarial Audit Report:

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. Pooja Agarwal, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report in MR-3 Form for the financial year ended 31^stMarch, 2016 is annexed herewith marked as Annexure to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 is not applicable to the Company for the year under review.

Internal Financial Control:

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.

Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status And Company''s Operations In Future:

During the year under review no significant and material Orders were passed by any of the Regulators or Courts or Tribunals impacting the Going Concern status and Company’s operations in future.

Sexual Harassment of woman at work place:

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.

Risk Management Policy:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either /or, value to shareholders, ability of Company to achieve objectives, ability to implement business strategies, the manner in which the Company operates and reputation as “Risks”.

Environment & Safety:

The Company ensures the conduct of operations in such a manner, so as to ensure adequate safety to environment and safety to natural resources.

Conservation of Energy, Technology Absorption& Foreign Exchange:

Pursuant to the requirement under Section 134(3) of the Companies Act, 2013, read with Rule 8 of the Companies(Accounts)Rules, 2014:

(a) The Company has no activity involving conservation of energy or technology absorption.

(b) The Company does not have any Foreign Exchange Earnings.

(c) The Company does not have any Foreign Exchange outgo.

Material changes and commitments affecting the financial position of the Company:

There are no material changes and commitments affecting financial position of the Company which have occurred between the end of financial year and date of report.

Acknowledgement:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

For Indo-Global Enterprises Limited

Place: Ahmedabad Chirag Panchal

Date: 06.09.2016 Director

DIN: 07039556