Your Directors have pleasure in presenting the Forty-Fourth (44th) Annual Report, together with the
Audited Financial Statements of the Company for the Financial Year ended March 31, 2025.
1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS:
|
Particulars
|
For the Year ended
March 31, 2025
|
For the Year ended
March 31, 2024
|
|
Revenue From Operation
|
198.51
|
--
|
|
Other Income
|
--
|
--
|
|
Total Income
|
198.51
|
--
|
|
Total Expenses
|
204.68
|
39.42
|
|
Profit/Loss before exceptional items & tax
|
--
|
--
|
|
Exceptional items
|
--
|
--
|
|
Profit/Loss before tax
|
(6.17)
|
(39.42)
|
|
Tax expense
|
(0.0031)
|
0.0020
|
|
Net profit/loss after tax
|
(6.17)
|
(39.42)
|
|
Prior Period Adjustments
|
--
|
--
|
|
Earnings Per Share
|
|
|
|
Basic
|
(0.02)
|
(1.76)
|
|
Diluted
|
(0.04)
|
(1.76)
|
2. OPERATIONAL REVIEW:
During the financial year ended March 31, 2025, the Company reported Revenue from Operations
of ?198.51 lakhs, reflecting the commencement of business activities as against no revenue in the
previous financial year. The improvement in topline performance indicates the Company's efforts
toward business consolidation and market presence.
The Total Expenses stood at ?204.68 lakhs as compared to ^39.42 lakhs in the previous year. The
increase in expenses was primarily attributable to higher operating costs incurred in line with the
expansion of business activities.
As a result, the Company recorded a Net Loss of ?6.17 lakhs in FY 2024-25 as against a net loss of
^39.42 lakhs in FY 2023-24. The significant reduction in losses highlights improved cost management
and better utilization of resources.
The Earnings Per Share (EPS) for the year stood at (?0.02) (Basic) and (?0.04) (Diluted) as compared
to (?1.76) in the previous year.
Despite the challenging business environment, the Company has successfully established a revenue
stream and reduced overall losses. The management remains committed to strengthening
operational efficiency, exploring new market opportunities, and building a sustainable growth
trajectory in the coming years.
3. NATURE OF BUSINESS
At IGC Industries Ltd., we specialize in global trading of premium agricultural products through a
trusted network of farmers, suppliers, and distributors. Our wide product range is sourced with
care to meet international market demands. With a focus on quality, transparency, and efficiency,
we provide reliable import-export solutions and build long-term client relationships, backed by
industry expertise and sustainable practices.
During the financial year under review, there was no change in the nature of business of the
Company.
4. DIVIDEND:
In view of the Company does not carry out any business activities, the Board of Directors has
considered it prudent not to recommend any dividend for the Financial Year under review.
5. SHARE CAPITAL OF THE COMPANY:
During the year under review, the Company increased its Authorized Share Capital from
^10,00,00,000 (Rupees Ten Crore Only), divided into 1,00,00,000 Equity Shares of ?10 each, to
^35,00,00,000 (Rupees Thirty-Five Crore Only), divided into 3,50,00,000 Equity Shares of ?10 each,
ranking pari passu in all respects with the existing Equity Shares of the Company.
Further, subject to the approval of the shareholders at the ensuing General Meeting, the Board has
proposed to increase the Authorized Share Capital from ^35,00,00,000 (Rupees Thirty-Five Crore
Only), divided into 3,50,00,000 Equity Shares of ?10 each, to ^61,00,00,000 (Rupees Sixty-One Crore
Only), divided into 6,10,00,000 Equity Shares of ?10 each, ranking pari passu in all respects with the
existing Equity Shares of the Company.
As on March 31, 2025, the Issued and Subscribed Equity Share Capital of the Company stood at
^34,72,00,000, divided into 3,47,20,000 Equity Shares of ?10 each, fully paid-up. During the year, the
Company allotted 3,24,80,000 Equity Shares of face value ?10 each at a price of ?13 per share
(including a premium of ?3 per share) on a rights basis to the eligible existing equity shareholders of
the Company.
6. TRANSFER TO RESERVES:
During the year under review, the Company has not carried out business activities, therefore the
Company has not transferred any amount to Reserves.
7. DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Your Company is having dynamic, qualified, experienced, committed and versatile professionals in
the Management of the Company. The Board of Directors includes the Executive, Non-Executive
Independent Directors so as to ensure proper governance and management.
The Company is having the following Board of Directors and Key Managerial Personal:
|
Sr. No.
|
Name of Personnel
|
Designation
|
|
1.
|
Mr. Salman Mahibub Sayyad
|
Managing Director
|
|
2.
|
Ms. Supriya Dilip Gaikwad
|
Executive Director
|
|
3.
|
Ms. Avani Savjibhai Godhaniya
|
Non-Executive Independent Director
|
|
4.
|
Ms. Hemlata
|
Non-Executive Independent Director
|
|
5.
|
Mr. Jayalal Rajaram Pathak
|
Director
|
|
6.
|
Mr. Ziauddin Mohammed
|
Director
|
|
7.
|
Mr. Ramesh Kumar
|
Director
|
|
8.
|
Mr. Ramesh Kumar
Nayanmal Saraswat
|
Director
|
|
9.
|
Mr. Arpit Jain
|
Company Secretary and Compliance
Officer
|
|
10.
|
Ms. Supriya Dilip Gaikwad
|
Chief Financial Officer
|
Changes in Composition of Board during the year under review:
> Ms. Avani Savjibhai Godhaniya was appointed as an Additional Non-Executive Independent
Director of the Company on March 4, 2024. Her appointment was subsequently regularized at
the 43rd Annual General Meeting of the Company. She, however, resigned from the position
with effect from April 1, 2025.
> Ms. Hemlata was appointed as an Additional Non-Executive Independent Director of the
Company on March 4, 2024. Her appointment was subsequently regularized at the 43rd Annual
General Meeting of the Company.
> Mr. Salman Mahibub Sayyad was appointed as an Additional Executive Director of the
Company on March 26, 2024. His appointment was subsequently confirmed, and he was
designated as the Managing Director at the 43rd Annual General Meeting of the Company. He,
however, resigned from the position of Managing Director with effect from April 1, 2025.
> Mr. Arpit Jain was appointed as the Company Secretary & Compliance Officer of the Company
and designated as Key Managerial Personnel with effect from March 1, 2024. He subsequently
resigned from the said position with effect from December 19, 2024.
> Resignation of Mr. Jayalal Rajaram Pathak from the post of Directorship of the company with
effect from 16 th April, 2024.
> Mrs. Supriya Dilip Gaikwad was appointed as an Additional Executive Director and
designated as the Chief Financial Officer of the Company with effect from April 16, 2024. Her
appointment was subsequently regularized at the 43rd Annual General Meeting of the
Company.
> Mr. Ziauddin Mohammed was appointed as an Executive Director of the Company with effect
from February 21, 2025. He is proposed to be appointed as the Managing Director of the
Company, subject to the approval of the shareholders at the ensuing General Meeting.
> Mr. Ramesh Kumar was appointed as a Director of the Company in the 43rd Annual General
Meeting. He, however, resigned from the post with effect from April 1, 2025.
> Mr. Ramesh Kumar Nayanmal Saraswat was appointed as a Director of the Company in the
43rd Annual General Meeting. He, however, resigned from the post with effect from April 1,
2025.
In accordance with the provisions of the Act and the Articles of Association of the Company
Ms. Supriya Dilip Gaikwad is liable to retire by rotation and being eligible has offered herself for re¬
appointment.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under sub-section 6 of
Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015.
10. MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of your Company met 15 (Fifteen) times during the Year and the gap
between two meetings did not exceed the statutory period laid down by the Companies Act, 2013
and the Secretarial Standard-I issued by the Institute of Company Secretaries of India.
|
S. No
|
Date of Meeting
|
No of attended the
meeting
|
No of Director entitled to
attend the meeting
|
|
1.
|
21-02-2025
|
6
|
4
|
|
2.
|
14-02-2025
|
6
|
4
|
|
3.
|
09-01-2025
|
6
|
4
|
|
4.
|
07-01-2025
|
6
|
4
|
|
5.
|
09-12-2024
|
6
|
4
|
|
6.
|
22-11-2024
|
6
|
4
|
|
7.
|
17-10-2024
|
6
|
4
|
|
8.
|
15-10-2024
|
6
|
4
|
|
9.
|
05-09-2024
|
4
|
4
|
|
10.
|
08-08-2024
|
4
|
4
|
|
11.
|
16-07-2024
|
4
|
4
|
|
12.
|
18-06-2024
|
4
|
4
|
|
13.
|
17-05-2024
|
4
|
4
|
|
14.
|
22-04-2024
|
4
|
4
|
|
15.
|
16-04-2024
|
3
|
3
|
The necessary quorum was present for all the meetings. The attendance of Director is mentioned
below:
|
Name of Director
|
Category
|
No. of
Meeting
entitled to
attend
|
No of
Meeting
attended by
Director
|
Last AGM
Attended
|
|
Mr. Salman Mahibub
Sayyad
|
Managing Director
|
15
|
15
|
Yes
|
|
Ms. Supriya Dilip
Gaikwad
|
Executive Director
|
14
|
14
|
Yes
|
|
Ms. Avani Savjibhai
Godhaniya
|
Non-Executive
Independent Director
|
15
|
15
|
Yes
|
|
Ms. Hemlata
|
Non-Executive
Independent Director
|
15
|
15
|
Yes
|
|
Mr. Jayalal Rajaram
Pathak
|
Director
|
NA
|
NA
|
NA
|
|
Mr. Ziauddin
Mohammed
|
Director
|
NA
|
NA
|
NA
|
|
Mr. Ramesh Kumar
|
Director
|
NIL
|
NIL
|
NIL
|
|
Mr. Ramesh Kumar
Nayanmal
|
Director
|
NIL
|
NIL
|
NIL
|
11. COMMITTEES OF THE BOARD:
The company has several committees which have been established as a part of best corporate
governance practices and are in compliance with the requirements of the relevant provisions of
applicable laws and statues.
The Board has constituted following Committees:
? Audit Committee,
? Nomination & Remuneration Committee and
? Stakeholders Relationship Committee.
The composition of various committees and compliances, as per the applicable provisions of the
Companies Act, 2013 and the Rules there under and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ("Listing regulations") are as follows.
The details with respect to the compositions, powers, roles, terms of reference etc. of relevant
committees are given in detail in the 'Report on Corporate Governance' of the company which
forms part of this Annual Report.
12. ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Listing regulations, the Company has
implemented a system of evaluating performance of the Board of Directors and of its committees
and individual Directors on the basis of evaluation criteria suggested by the Nomination and
Remuneration Committee and the Listing regulations. Accordingly, the Board has carried out an
evaluation of its performance after taking into consideration various performance related aspects of
the Board's functioning, composition of the Board and its Committees, culture, execution and
performance of specific duties, remuneration, obligations and governance. The performance
evaluation of the Board as a whole, Chairman and Non-Independent Directors was also carried out
by the Independent Directors in their meeting held on February 14, 2024.
Similarly, the performance of various committees, individual Independent and Non-Independent
Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on
various parameters like engagement, analysis, decision making, communication and interest of
stakeholders.
The Board of Directors expressed its satisfaction with the performance of the Board, its committees
and individual Directors.
13. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors
confirm that:
a. In the preparation of the annual accounts for the financial year ended 31st March, 2025, the
applicable Ind-AS had been followed along with proper explanation relating to material
departures;
b. The directors had selected such accounting policies and applied 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 as at 31st March, 2025.
c. The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;
d. The directors had prepared the annual accounts on a going concern basis;
e. 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.
f. The proper internal financial controls are in place and that such internal financial controls are
adequate and are operating effectively.
g. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors
and Employees to report their concerns about unethical behavior, actual or suspected fraud or
violation of the Company's Code of Conduct or Ethics Policy. The policy provides for adequate
safeguards against victimization of employees who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the
Company has been denied access to the Audit Committee. The Whistle Blower Policy has been
posted on the website of the Company (www.igcindustriesltd.com).
15. RELATED PARTY TRANSACTIONS:
During the year under review, your Company has not entered into transactions with related parties
as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of
Definitions Details) Rules, 2014, and hence provisions of Section 188 of the Companies Act, 2013 are
not applicable to the Company.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Your Company has neither given any loans, guarantee or provided any security in connection with
a loan nor made any investments covered under the provisions of Section 186 of the Companies Act,
2013 during the year under review.
17. EXTRACT OF ANNUAL RETURN:
As required under Section 134(3)(a) &Section 92(3) of the Act, the Annual Return is put up on the
Company's website and can be accessed at www.igcindustriesltd.com & Extracts of the Annual
return in form MGT 9 for the Financial Year 2024-25 is uploaded on the website of the Company and
can be accessed at www.igcindustriesltd.com.
18. AUDITORS:
A) STATUTORY AUDITOR:
M/s. ADV & Associates, Chartered Accountants (ICAI Registration No. 128045W) were appointed
as statutory auditors of the company. Currently, they are holding office of the auditors up to the
conclusion of the 45th Annual General Meeting.
The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the
Companies (Amendment) Act, 2017 notified on 7thMay, 2018. Therefore, it is not mandatory for the
Company to place the matter relating to appointment of statutory auditor for ratification by
members at every Annual General Meeting. Hence the Company has not included the ratification of
statutory auditors in the Notice of AGM.
The Report given by M/s. ADV & Associates, Chartered Accountants, on the financial statements of
the Company for the Financial Year 2024-25 is a part of the Annual Report. There has been
qualification, reservation or adverse remark or disclaimer in their Report.
|
Auditor's Remarks
|
Management's Reply to Auditor's Remark
|
|
The Company has not provided us with sufficient
and appropriate audit evidence in respect of
several material items required for forming our
audit opinion. Specifically, advances amounting to
?20.72 Crores made to suppliers, which were
disclosed under the head "Current Assets- Other
Current Assets" (Note No. 6), were stated to have
been funded from the Right Issue proceeds of
?42.22 Crores. However, the Company failed to
provide the underlying documentation supporting
these advances, such as purchase orders, contracts,
or agreements.
|
With reference to the Auditor's observation
regarding advances amounting to ?20.72 Crores
made to suppliers, we respectfully submit that the
Company has already provided necessary
clarifications vide our email dated 13th August,
2025.
The said advances were made in the ordinary
course of business for purchase of agro products
and have been duly disclosed under "Current
Assets - Other Current Assets" in the financial
statements. Ledger confirmation from the
concerned party has already been provided to the
Auditors.
However, due to disputes regarding the quality of
the agro products as committed by the supplier,
the Company has not taken delivery of the goods.
Accordingly, the Company has approached the
supplier and requested a refund of the advance.
Continuous follow-ups, including telephonic
communications, are being made to secure
repayment of the said funds.
The management is taking all necessary steps to
safeguard the Company's interest and to recover
the outstanding amount, and shall keep the
shareholders informed of any significant
developments in this regard.
|
|
In response to our alternative audit procedures,
some counterparties submitted confirmations
reflecting sales to the Company totalling
^17,95,35,588/-. However, no corresponding
purchases were recorded in the Company's books
in relation to these transactions
|
With reference to the Auditor's observation
regarding certain counterparties who have
submitted confirmations reflecting sales to the
Company aggregating to ^17,95,35,588/-, the
management clarifies as under:
All relevant ledger confirmations from the
concerned parties have already been obtained and
provided by the Company. The Company has also
communicated with the Auditors through email,
along with details and explanations pertaining to
the respective parties.
The management reiterates that the transactions
were duly reviewed, and the necessary
clarifications and supporting documents have
been made available to the Auditors to the extent
possible.
Hence is not a deposit it is advance monies given
to supplier.
|
|
Further, an amount of ?20.00 Crores was paid to
CNX Corporation Limited, a limited company, as
disclosed under the head " Financial Assets -
Investments" (Note No. 3). However, the Company
has not provided us with any underlying
documents to support the nature and purpose of
this payment.
|
The said payment represents consideration
towards the acquisition of shares of CNX
Corporation Limited. The Company has already
provided the Share Purchase Agreement and the
Valuation Certificate of Shares as documentary
evidence executed between the parties. Further,
the Company is in the process of opening a Demat
account to enable the transfer and safe holding of
the said shares in compliance with applicable
regulations.
The management affirms that the investment ha
been made in line with the Company's busines
objectives and assures that appropriate steps ar
being taken to safeguard the Company's interest.
|
|
We draw attention to the fact that the Company
has accepted monies from various individuals
aggregating to ?41.53 Lakhs during the year
disclosed under the head "Financial Liabilities -
Other Financial Liabilities" (Note No. 8b). Based
on the information and explanations provided to
us, and in the absence of appropriate supporting
documentation such as agreements, declarations,
or other relevant records, we were unable to verify
the nature and terms of such receipts.
|
The Company has already provided
necessary clarifications to the Auditors
vide our email dated 13th August, 2025.
The amounts received represent
temporary unsecured loans from
individuals, taken in the ordinary course
of business to meet short-term working
capital requirements.
|
|
We draw attention to the fact that the Company
has incurred continuous losses during all four
quarters of the financial year 2024-25 as well as in
the preceding financial year 2023-24.
|
With reference to the Auditor's observation
regarding continuous losses during all four
quarters of the financial year 2024-25 as well as in
the preceding financial year 2023-24, the
management respectfully submits as under:
The statement that the Company has incurred
losses during all four quarters of the financial year
2024-25 is not factually correct. For the quarter
ended 30th September, 2024, the Company had
generated profits, and the same was duly
reviewed and confirmed by the Auditor in the
|
| |
Limited Review Report issued for that quarter.
Accordingly, the remark of "continuous losses"
does not appropriately reflect the financial
performance of the Company.
|
| |
Further, the Company continues to operate on a
going concern basis. The management is making
its best efforts to improve operations and generate
sustainable profits. The Company also has active
business relationships with debtors and creditors,
which supports the continuity of its business
activities.
|
During the Year under review, the Auditors has reported any matter under Section 143 (12) of the
Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):
During the financial year 2023-24, the Statutory Auditor has not reported to the audit committee any
instance of fraud committed against the Company by its employees or officers under section 143(12),
the details of which need to be reported in Board's Report.
B) SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Ramesh Chandra Bagdi & Associates, a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended as
Annexure '4' which forms a part of this report.
The Auditor has following remarks in his report for which the management has given proper reply
|
S. No
|
Remark by Auditor
|
Management response
|
|
1.
|
Regulation 76 of SEBI (LODR) Regulations, 2015-
Clarification sought by BSE with regarding RTA SEBI
registration number in XBRL filing is not mentioned to
Reconciliation of Share Capital Audit Report for the
Quarter Ended 30th June, 2024.
|
Management has provided
adequate resolution to the said
clarification within the
stipulated timeline.
|
|
2.
|
Regulation 33 of SEBI (LODR) Regulations, 2015 - The
Company had received a mail from BSE India Limited on,
07th September, 2024, with regards to Financial Result is not
Signed by the Chairperson or Managing Director or a
Whole time Director for the year ended June 30, 2024.
|
Management has provided
adequate resolution to the said
clarification within the
stipulated timeline.
|
|
3.
|
Regulation 33 of SEBI (LODR) Regulations, 2015- The
Company had received a mail from BSE regarding non
submission of Declaration or Statement of Impact of Audit
Qualifications for year ended March 2024 under Regulation
33 of SEBI (LODR) Regulations 2015.
|
Management has provided
adequate resolution to the said
clarification within the
stipulated timeline.
|
|
4.
|
Regulation 31 of SEBI (LODR) Regulations, 2015- The
Company had received a mail dated 13th November, 2024
from BSE regarding discrepancy in the promoter category
under Shareholding Pattern for the quarter ended 30th
|
Management has provided
adequate resolution to the said
clarification within the
stipulated timeline.
|
| |
September, 2024.
|
|
|
5.
|
SDD Non-Compliance- The Company had received a mail
dated 23rd October, 2024 from BSE regarding Non¬
Compliance of Structured Digital Database (SDD) observed
in the company for the quarter ended 30th September, 2024.
|
Management has purchase the
Software for SDD Compliance
but still Clarification NOT
sought by BSE
|
|
6.
|
Composition of Nomination and remuneration committee
is not as per SEBI (LODR) 2015
|
The Company is in process of
complying the same.
|
|
7.
|
The Company has not appointed Internal Auditor as per
Section 138(1) of Companies, Act 2013.
|
The Company is in process of
complying the same.
|
|
8.
|
The Website of the Company is not updated as required
under the Companies Act, 2013 and SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2015.
|
The Company is in process of
complying the same.
|
|
9.
|
During the year under review, the company has not
appointed Whole Time Company Secretary.
|
The Company is in process of
complying the same.
|
C) COST AUDITOR:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rules made there
under, the appointment of Cost Auditor is not applicable to the Company for the Financial Year
2024-25.
D) INTERNAL AUDITOR
The Company has not appointed Internal Auditor of the Company for the year 2024- 2025.
19. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules 2014, were not applicable to the Company for the Financial Year
2024-25.
20. THE 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:
There are no significant / material orders passed by the Regulators or courts or Tribunals impacting
the going concern status of your Company and its operations in future.
21. DEPOSITORY SERVICES:
The Company's Equity Shares have been admitted to the depository mechanism of the Central
Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the
shares of the Company in a dematerialized form in such Depository. The Company has been
allotted ISIN No. INE099S01016. As on March 31, 2025, a total of 3,57,00,505 Equity Shares
representing 99.99% of the paid up capital of the Company were held in dematerialized form with
CDSL. During the year Company has making a best effort to convert all the physical share into
dematerialized form.
Shareholders therefore are requested to take full benefit of the same and lodge their holdings with
Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings
in electronic form.
22. CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicable laws,
rules and regulations and highest standards of business ethics. In recognition thereof, the Board of
Directors has implemented a Code of Conduct for adherence by the Directors (including Non¬
Executive Independent Directors), Senior Management Personnel and Employees of the Company.
This will help in dealing with ethical issues and also foster a culture of accountability and integrity.
The Code has been posted on the Company's website (www.igcindustriesltd.com.)
All the Board Members and Senior Management Personnel have confirmed compliance with the
Code.
23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of
its operations. The scope and authority of the Internal Audit function is defined by the Audit
Committee. To maintain its objectivity and independence, the Internal Audit function reports to the
Chairman of the Audit Committee of the Board& to the Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and policies
of the Company.
Based on the report of internal audit function, the Company undertakes corrective action in their
respective areas and thereby strengthens the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee of the
Board.
24. CORPORATE GOVERNANCE:
Pursuant to Regulation 15(2) of the Listing Regulations, the company fall under the criteria of
corporate governance provisions i.e. the Company's paid up Equity Share Capital does exceed of
Rs.10 Crores as on March 31, 2025. A separate section on Corporate Governance Standards followed
by your Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing
Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure-1 to this Report.
The Report on Corporate Governance also contains certain disclosures required under Companies
Act, 2013.
A Certificate from M/S. Ramesh Chandra Bagdi Practicing Company Secretaries, conforming
compliance to the conditions of Corporate Governance as stipulated under Regulations 17, 18, 19,
20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D
and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is
annexed to this Report.
25. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the Year under review, as stipulated under
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is attached to this report as Annexure -2.
26. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
As required under Rule 8 (3) of the Companies (Accounts) Rules, 2014, The Company has
introduced various measures to reduce energy consumption and install the latest technologies.
(a) CONSERVATION OF ENERGY
|
(i)
|
the steps taken or impact on
conservation of energy
|
The Company has adopted various measures
to optimize energy consumption during
processing, cleaning, grading, and packaging
of pulses such as Toor Dal and Chana Dal
|
|
(ii)
|
the steps taken by the company for
utilizing alternate sources of energy
|
NA
|
|
(iii)
|
the capital investment on energy
conservation equipment's
|
NA
|
(B) TECHNOLOGY ABSORPTION
|
(i)
|
the efforts made towards technology
|
The Company continues to adopt modern
|
| |
absorption
|
milling and processing technologies for pulses to
improve yield, reduce wastage, and ensure
consistency in quality. Use of automated
cleaning, color sorting, and grading machines
has been prioritized to align with industry
standards.
|
|
(ii)
|
the benefits derived like product
|
Reduction in wastage and pilferage during
|
| |
improvement, cost reduction, product
|
processing, leading to cost savings.
|
| |
development or import substitution
|
Improvement in packaging standards to
preserve freshness and extend shelf life.
|
|
(iii)
|
in case of imported technology
(imported during the last three years
reckoned from the beginning of the
financial year)-
|
NA
|
| |
(a) the details of technology imported
|
NA
|
| |
(b) the year of import;
|
NA
|
| |
(c) whether the technology been fully
absorbed
|
NA
|
| |
(d) if not fully absorbed, areas where
absorption has not taken place, and
the reasons thereof
|
NA
|
|
(iv)
|
the expenditure incurred on Research
and Development
|
NA
|
FOREIGN EXCHANGE EARNINGS / OUTGO
As the Company has not carried out any activities relating to the export and import during the
financial year. There is no foreign exchange expenses and foreign income during the financial
year.
27. RISK MANAGEMENT:
Your Company recognizes the risk is an integral part of business and is committed to managing the
risks in a proactive and efficient manner; your Company periodically assesses risks in the internal
and external environment, along with the cost of treating risks and incorporates risk treatment plans
in its strategy, business and operational plans.
The Company is having a Risk Management Policy which has been entrusted with the responsibility
to assist the Board (a) to ensure that all the current and future material risk exposures of the
Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e.
to ensure adequate systems for risk management (b) to establish a framework for the Company's
risk management process and to ensure its implementation (c) to enable compliance with
appropriate regulations, wherever applicable, through the adoption of best practices (d) to assure
business growth with Financial stability.
28. PARTICULARS OF EMPLOYEES:
a. Remuneration to Directors and Key Managerial Personnel
Information as required under section 197 (12) of the Companies Act, 2013 read with Rule 5 (1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
given under Annexure-3.
b. Employee Particulars
There are no employees who have remuneration in excess of the remuneration stated in
Section 197 of the Companies Act, 2013.
29. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:
There were no material changes and commitments, affecting the financial position of the Company
which have occurred between the end of the Financial Year of the Company to which the financial
statements related i.e. March 31, 2025 and the date of this report.
30. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY DURING THE YEAR UNDER REVIEW
IGC Industries Limited (the Company) has received the Trading Approval from BSE Limited (BSE)
vide the letter enclosed herewith with regards to the Trading of 32480000 Equity Shares of Rs. 10/-
issued at a premium of Rs. 3.00/- on rights basis bearing distinctive Nos 2240001 to 34720000, with
effect from Thursday, November 28,2024.
31. BUSINESS RESPONSIBILITY REPORTING:
The Business Responsibility Reporting as required by Regulation 34(2) of the Listing Regulations, is
not applicable to the Company for the Financial Year ending March 31, 2025.
32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS:
The Company has complied with secretarial standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.
33. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
The company has setup the Internal complaints committee and the said committee has framed the
policy "Prevention of Sexual Harassment" on prevention, prohibition and Redressal of complaints
related to sexual harassment of women at the workplace. All women employees whether
permanent, temporary or contractual are covered under the above policy.
Disclosure of complaints during the year:
(a) Number complaints of sexual harassment received in the year: Nil
b) Number of complaints disposed off during the year: Nil
(c) Number of cases pending for more than ninety days: Nil
However, during the year no complaints were received by the Internal Complaints committee for
sexual harassment from any of the women employees of the company. The Sexual Harassment
Policy has been posted on the website of the Company (www.igcindustriesltd.com)
34. A STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING
TO THE MATERNITY BENEFIT ACT 1961 [DISCLOSURE MADE IN ACCORDANCE WITH
THE COMPANIES (ACCOUNTS) SECOND AMENDMENT RULES, 2025, NOTIFIED BY MCA
ON MAY 30, 2025]
The provision relating to the Maternity Benefit Act 161 [disclosure made in accordance with the
Companies (Accounts) Second Amendment Rules, 2025, notified by MCA on May 30, 2025] is not
applicable on Company since the number of Employee in the Company is less than 10.
35. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there was no application filed by or against the Company for the
corporate insolvency process under Insolvency and Bankruptcy Code, 2016 before the NCLT
36. APPRECIATION:
Your Directors would like to express their sincere appreciation to the Company's Shareholders,
Customers and Bankers for the support they have given to the Company and the confidence, which
they have reposed in its management for the commitment and dedication shown by them.
For and on behalf of the Board
IGC INDUSTRIES LIMITED
Sd/-
Date: September 06, 2025 MR. ZIAUDDIN MOHAMMED
Place: Kolkata (DIN: 07523934)
DIRECTOR
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