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Indo Gulf Industries Ltd. Proxy Solicitation & Information Statement 2021

Sep 1, 2021

61978_rns_2021-09-01_d764a711-53bc-49ea-b563-e2eb5c86fc26.pdf

Proxy Solicitation & Information Statement

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ANNUAL REPORT 2019-20
BOARD OF DIRECTORS Mr. Rajesh Jain
Mr. Sanjay Choudhary
Mr. Ashok Sarkar (Independent Director)
STATUTORY AUDITORS Ms. Shivani Naithani (Independent Director)
M/s. Hemant Arora & Co.LLP, Chartered Accountants
1117-1119, 11th Floor, DLF Galleria Tower,
DLF Phase-IV, Gurgaon-122002
BANKERS Indian Bank
FACTORIES Babina Plant
EXPLOSIVE DIVISION Village Koti
Sukhwa & Prithi Pura, Babina
Distt. Jhansi (U.P.)
SMS DIVISION Singrauli Plant (SMS)
Near Central Workshop
Korba Plant(SMS)
Vill. Goberaghora
Jayant, Village – Garda (Dipka) Korba
Singrauli, Distt. Sidhi,( M.P.) Distt. Bilaspur (C.G.)
Talcher Plant (SMS) I.B.Valley
Plot No. 2, IDCO Industrial Estate Vill. Sarandamal
Village Ghanipura, Distt. Dhenkanal, Tehsil – Lakhanpur,
Talchar,(Orissa) Distt. Sambalpur, (Orissa)
ACCESSORIES UNIT Village Koti, Sukhwa & Prithi Pura,
(Detonating Fuse etc.) Babina, Distt. Jhansi (U.P.)
REGISTERED OFFICE 4237/11, IInd Floor, Narendra Bhawan
1, Ansari Road, Daryaganj
New Delhi- 110002
Email: [email protected]
WEBSITE WWW.INDOGULFIND.COM
CIN L74900DL1981PLC011425
CONTENTS PAGE
NO.
Notice
Directors' Report
2-7
8-33
Auditors' Report 34-43
Balance Sheet 44
Statement of Profit and Loss 45
Cash Flow Statement 46-47
Significant Accounting Policies 48-56
Notes to Accounts 56-75

CIN: L74900DL1981PLC011425 Registered Office: 4237/11, IInd Floor, Narendra Bhawan 1, Ansari Road, Daryaganj New Delhi - 110002 Phone: 0135-6531441, Email: [email protected] Website: www.indogulfind.com

NOTICE

is hereby given that the 38th Annual General Meeting of the Members of INDO GULF INDUSTRIES LIMITED will be held on Wednesday, the 29th day of September, 2021 at 4.00 P.M. through Video Conferencing/ Other Audio Visual Means ("VC/OAVM") Facility to transact following business:

ORDINARY BUSINESS:

    1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended on 31st March, 2021, including the Balance Sheet as at 31st March, 2021, the Statement of Profit and Loss and the Cash Flow Statement for the financial year ended on that date and the Reports of the Board of Directors and the Auditors thereon.
    1. To appoint a Director in place of Mr. Rajesh Jain, Director, who retires by rotation and being eligible offers himself for re-appointment in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution.

"RESOLVED THAT Mr. Rajesh Jain, who retire by rotation in terms of Section 152 of Companies Act, 2013 and being eligible be and is hereby re-appointed as Director of the Company whose office shall be liable to retirement by rotation".

SPECIAL BUSINESS:

To Approve Issue of Equity Shares on Preferential Basis

  1. "RESOLVED THAT pursuant to section 62(1)(c ) read with section 42 of the companies Act, 2013, Rule 13 of Companies (share vapital and debentures) Rule, 2014 and Rule 14 of Companies (Prospectus and Allotment of Securities ) Rules 2014 and such other provisions (including any statutory modifications or re-enactment thereof) as may be applicable for the time being in force and pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, (the "SEBI (ICDR) Regulations"), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, ("Listing Regulations") and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approval, permission and sanction, approval of be and is hereby accorded for offering, issuing and allotting 70,00,000 Equity shares at a face value of Rs 1/- amounting to Rs. 70,00,000 and accordingly the draft letter of offer in PAS -4, be and is hereby approved.

"RESOLVED FURTHER THAT Mr. Rajesh Jain, Director of the Company be and is hereby authorized to sign and circulate the letter of offer in Form PAS-4 along with the application form to M/s Ganesh Explosives Private Limited, whose name is recorded in Form PAS-5 i.e record of Private Placement offer.

RESOLVED FURTHER THAT Mr. Rajesh Jain is further authorized to file such Forms and returns as may be required, with the Registrar of Companies and to do all necessary acts, deeds, matters and things and to make the necessary entries in the applicable Registers including but not restricted to Register of Members for the aforesaid issue and allotment of equity Shares.

Registered office: By the order of Board 4237/11, IInd Floor, Narendra Bhawan For Indo Gulf Industries Limited 1, Ansari Road, Daryaganj Delhi - 110001

Sd/- Date: 01.09.2021 Tanushree Purohit Place: New Delhi Company Secretary

Notes and Instructions:

    1. Pursuant to the General Circular numbers 20/2020, 14/2020, 17/2020 issued by the Ministry of Corporate Affairs (MCA) and Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the Securities and Exchange Board of India (SEBI) (hereinafter collectively referred to as "the Circulars"), companies are allowed to hold AGM through VC, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC.
    1. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a member of the Company. Since the AGM is being held in accordance with the Circulars through VC, the facility for appointment of proxies by the members will not be available.
    1. Participation of members through VC will be reckoned for the purpose of quorum for the AGM as per section 103 of the Companies Act, 2013 ("the Act").
    1. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC. Corporate members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution / authorization letter to the Company or upload on the VC portal / e-voting portal.
    1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. 1st September, 2021.
    1. Members may also note that the Notice of 38th Annual General Meeting and the Annual Report for the Financial Year 2020-21 are also available on the Company's website: www.indogulfindustries.com for download.
    1. CS Sameer Kishor Bhatnagar, Practising Company Secretary (holding C. P. No. 13115), who consented to act as the Scrutiniser, was appointed by the Board of Directors as the Scrutiniser to conduct the voting process in a fair and transparent manner and submit a consolidated Scrutiniser's Report of the total votes cast, to the Chairman or a Director duly authorised in this regard.
    1. In compliance with provisions of Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and the provisions of Regulation 44 of the Listing Regulations, the Company is pleased to provide its members facility to cast their votes on all resolutions set forth in the Notice of the AGM using electronic voting system from a place other than the venue of the AGM ('remote e-voting'), provided by Central Depository Services (India) Limited) and the business may be transacted through such voting. Members who have cast their votes by remote e-voting prior to the AGM may participate in the AGM but shall not be entitled to cast their votes again. The manner of voting remotely by members holding shares in dematerialized mode, physical mode and for members who have not registered their email addresses is provided in the instructions for e-voting section which forms part of this Notice.
    1. The remote e-voting period commences on Sunday, 26th September, 2021 at 9:00 A.M. and ends on Tuesday, 28th September, 2021 at 5:00 P.M. During this period, members of the Company as on the cut-off date i.e. Thursday, 23rd September, 2021, may cast their vote electronically. The e-voting module will be disabled by CDSL for voting thereafter. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently or cast vote again.
    1. The facility for voting during the AGM will also be made available. Members present in the AGM through VC and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system during the AGM.
    1. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of this Notice and holding shares as on the cut-off date, may obtain the User ID and password by sending request at www.evotingindia.com and cast their vote.
    1. If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, 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] or contact Mr. Nitin Kunder (022- 23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).
    1. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.
    1. Since the AGM will be held through VC in accordance with the Circulars, the route map, proxy form and attendance slip are not attached to this Notice.
    1. The Scrutinizer shall after the conclusion of voting at the AGM, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than 48 hours of the conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a Director duly authorized and who shall declare the result of the voting forthwith.
    1. In compliance with the Circulars, the Annual Report 2020-21 the Notice of the 38th AGM, and instructions for e-voting are being sent only through electronic mode to those members whose email addresses are registered with the Company / depository participant(s).

Registered Office:

By Order of the Board

4237/11, IInd Floor, Narendra Bhawan

For INDO GULF INDUSTRIES LIMITED

1, Ansari Road, Daryaganj

New Delhi- 110002

Place: New Delhi

Date: 01.09.2021

Sd/-

Tanushree Purohit

Company Secretary

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO 3

The Board of Directors on 27.08.2021 subject to necessary approval(s) has approved the proposal Conversion of Unsecured Loan of Rs. 70,00,000 lacs from M/s. Ganesh Explosives Private Limited into equity Shares on preferential basis.

The information as required under Regulation 73 of the SEBI (ICDR) Regulation, 2009 for preferential issue is as under:

A Statement of disclosure as required under Rule 13 (2) (d) of the Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 (1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 is as under:

Sr. Particulars Details
No.
1. Particulars of the offer including the date of Issue of 70,00,000 equity shares at a price of Rs. 1/-
passing of the Board Resolution (Face Value of Rs. 1/- per share.
Date of passing Board Resolution: 27.08.2021
2. Objects of the Issue The Company has availed unsecured Loan from Ganesh
Explosives private Limited (Holding Company and
promoter) convertible into equity) Now it has been
resolved to convert Rs. 70,00,000/- into equity shares.
3. Kinds of securities offered and the price at which Equity shares at a price of Rs. 10/- (Face Value of Rs. 1/-
security is being offered per share.
4. Total Number of Securities to be Issued 70,00,000 (Seventy Lac) Equity Shares
5. The Price or the Price band at/within which the The equity shares are proposed to be issued at a price of
allotment is proposed Rs. 10/- (Face Value of Rs. 1/- per share.
6. Basis on which the price has been arrived at As mentioned in the enclosed copy of the Valuation
along with report of the registered valuer Certificate issued by R&A Valuation LLP.
7. Name and address of the valuer who performed
the valuation
R&A Valuation LLP.
SEBI Registered Valuer
Registered office: House No C-2B/92B, Janakpuri, New
Delhi-110054.
8. Relevant date with reference to which the price July, 01, 2021
has been arrived
9. The class or classes of person to whom allotment
is proposed to be made
M/s Ganesh Explosives Private Limited
(Existing Shareholder, promoter)
10. Intention
of
Promoter,
managerial person to subscribe to the offer
Directors
or
Key Conversion of Unsecured Loan into Equity
11. The Proposed time within which the allotment
shall be completed
The Company shall complete the issue and allotment of
equity shares within 60 days from the date of receipt of
application money.
12. Material Terms of raising of such securities share. Preferential allotment of equity shares proposed to be
issued at a price of Rs. 1/- (Face Value of Rs. 1/- per
13. The Name of the proposed allottees and the percentage of post preferential Issue capital that may be held by
them.
Sr.
No.
Name of the proposed
allottees
Present
Holding
% of the pre
issue capital
Present Issue %
of
capital
post issue
1. Ganesh
Explosives
Private Limited
NIL NIL 70,00,000 73.41
14 The change in control, if any, in the
company
that
would
consequent to the Preferential Issue
occur There will be no change in the control in the Company consequent to
the Preferential Issue.
15 The number of Persons to whom
allotment on preferential basis have
already been made during the year, in
terms of number of securities as well
as price
M/s Ganesh Explosives private Limited
16. The justification for the allotment
proposed
to
be
consideration other than cash together
with valuation report of the registered
valuer
made
for
Not applicable
The pre-issue and post issue shareholding pattern of the company in the following format:
17.
Sr.
Category Pre- Issue Post- Issue
No. No. of Shares held %
of
holding
share No. of Shares held %
holding
of
share
A. Promoters Holding:
1. Indian:
Individual - - - -

6

Sub Total 51,62,610 53.96 1,21,62,610 73.41
2. Foreign Promoters - - - -
Sub Total (A) 51,62,610 53.96 1,21,62,610 73.41
B. Non-Promoters Holding:
Institutional 1,16,026 1.21 1,16,026 .70
Investors
Non- Institution - - - -
Private Corporate Bodies 9,02,086 9.42 9,02,086 5.44
Directiors and relatives - - - -
Indian Public 32,86,792 34.35 32,86,792 19.83
Others (including 99,826 1.04 99,826 .60
NRIs)
Sub Total(B) 44,04,730 46.03 44,04,730 26.57
Grand Total 95,67,270 100 1,65,67,270 100

In accordance with the provision of Section 42 and 62(1)(c) read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, a company offering or making an invitation to subscribe to securities on a preferential allotment basis, is required to obtain prior approval of the members by way of special resolution, for each of the offers or invitation.

The approval of the members is accordingly being sought by way of special resolution under section 42 and 62(1)(c) of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 made there under.

The Directors recommend the aforesaid resolution for the approval by the members as a special resolution.

Mr. Rajesh Jain being an interested Director in the resolution set out in the notice

Registered office: By the order of Board 4237/11, IInd Floor, Narendra Bhawan For Indo Gulf Industries Limited 1, Ansari Road, Daryaganj Delhi - 110001

Sd/- Date: 01.09.2021 Tanushree Purohit Place: New Delhi Company Secretary

BOARD'S REPORT

Dear Shareholders,

Your Directors are pleased to present this Thirty Eighth Annual Report of the Company together with the Audited Financial Statements and Auditors' Report thereon for the Financial Year ended March 31, 2021.

Financial Highlights

(Amount in Rs.)
Financial Results 2020-21
Net Sales 70,69,77,998
Other Income 1,26,83,042
Profit before finance costs, depreciation and tax 1,63,57,023
Finance costs 37,81,158
Depreciation and amortization expense 67,86,908
Tax expense 15,32,104
Profit/(Loss) before exceptional and extra-ordinary items 42,56,854
Exceptional item -
Net Profit/(Loss) 42,56,854
Add: Balance brought forward from the previous year -6,20,18,589
Less: Deduction on account of depreciation adjustment due to
transitional provisions
-
Balance to be carried forward to next year's account -5,77,61,735

Performance, Future Outlook & Prospects

The Explosive Unit of the company located at Village Koti, Sukhwa & Prithi Pura, Babina, Distt. Jhansi commenced operations during the year under review.

Dividend

In view of marginal Profit by the Company, the Directors regret for their inability to recommend dividend for the year under review.

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

Pursuant to Section 152 and other applicable provisions of Companies Act, 2013, Mr. Rajesh Jain is liable to retire by rotation. Further being eligible he has offered himself to be re-appointed. The Board has re-appointed him as the Director of the Company.

The Company has 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 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.Resume and other information regarding the director seeking appointment/ reappointment as required by Listing

Regulations and Secretarial Standard-2 has been given in the Notice convening the ensuing Annual General Meeting and Statement pursuant to Section 102 of the Act.

The Board of Directors recommends the above appointment(s)/ reappointment(s) at the ensuing Annual General Meeting.

Familiarization Programme for Independent Directors

The Company at regular intervals familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The Familiarisation programme for Independent Directors is disclosed on the Company's website at www.indogulfindustries.com

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, 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,;
  • 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 loss 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 Regulation 15(2) of Listing Regulations, as the paid up equity share capital of the Company is Rs. 95,67,270 and net worth is not exceeding Rupees Twenty Five Crores as on the last day of the previous financial year, the compliance with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 46(2)(b) – 46(2)(i) and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not mandatory. Therefore, the Company has not enclosed the Compliance Report on Corporate Governance and the Certificate on the compliance of the Corporate Governance.

Management Discussion and Analysis

Pursuant to Para B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report is attached and forms part of this Report.

Share Capital

The Company has not issued and/or allotted any shares during the year under review.

Particulars of Employees

A statement in terms of the provisions of Section 197(12) of the Act read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is annexed herewith as Annexure – 'I'.

Further, Only one Director was paid remuneration during the year 2020-21.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The manufacturing units of the Company at Babina, Jhansi commenced operation from November 2018.The total units of electricity consumed during the financial year 1st April, 2020 to 31st March, 2021 was 19719 KVAH amounting to Rs. 29,11,870/-. As the plant started in November 2018 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

There were no changes in the Key managerial Personnel's during the financial year under review..

Number of meetings of the Board

The Board met 8 times on 06.07.2020, 25.08.2020, 15.09.2020, 06.10.2020, 02.11.2020 , 12.11.2020, 13.02.2021, 2603.2021 during the Financial Year 2019-20. The gap between any two consecutive meetings was not exceeding 120 days.

Name of the Directors Category No. of meetings attended
Mr. Rajesh Jain Non-Independent, Non-Executive
Director
8
Mr. Ashok Sarkar Independent, Non-Executive
Director
2
Ms. Shivani Naithani Independent, Non-Executive
Director
8
Mr. Sanjay Chaudhary Non-Independent, Executive
Director
8

Number of Board meetings attended by the directors are as under:

Audit Committee

The Audit Committee of the Company is entrusted with the responsibility to supervise the Company's internal controls and financial reporting process and perform the following functions: overseeing the Company's financial reporting process and disclosure of financial information to ensure that the financial statement are correct, sufficient and credible, reviewing and examining with management the quarterly and annual financial results and the auditors' report thereon before submission to the Board for approval, reviewing, approving or subsequently modifying any Related Party Transactions in accordance with the Related Party Transaction Policy of the Company, recommending the appointment, remuneration and terms of appointment of Statutory Auditors of the Company and approval for payment of any other services.The Audit Committee constituted by the Company has the terms of reference as provided in the Companies Act, 2013 and Listing Regulations. The committee composition is:

1) Mr. Rajesh Jain Chairman 2) Mr. Ashok Sarkar Independent

10

3) Ms. Shivani Naithani Independent

During the financial year ended 31st March 2020, there were no instances of the Board not accepting the recommendations of the Audit Committee. The Audit Committee met 4 times on 06.07.2020, 15.09.2020, 12.11.2020, 13.02.2021 during the financial year 2019-20. The Statutory Auditors of the Company are invited to the Audit Committee meetings for discussing the financial results and financial statements.

Number of Audit Committee meetings attended by the directors:

Name of the Directors Position No. of meetings attended
Mr. Rajesh Jain Chairman 4
Ms. Shivani Naithani Member 4
Mr. Ashok Sarkar Member 4

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

The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments The Board of Directors of the Company have constituted "Nomination and Remuneration Committee" in terms of Section 178 of the Companies Act, 2013 and as per Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Nomination and Remuneration Committee comprising of the following Committee Members:

Mr. Rajesh Jain Chairman/ Executive Director
Mr Ashok Sarkar Non Executive, Independent
Ms. Shivani Naithani Non Executive, Independent

The Nomination & Remuneration Committee did not met during the Financial Year 2020-21.

Name of the Directors Position No. of meetings attended
Mr. Rajesh Jain Chairman NIL
Ms. Shivani Naithani Member NIL
Mr. Ashok Sarkar Member NIL

Share Transfer Committee

The Share Transfer Committee constituted by the Board looks into matters such as transfer of shares, transmission of shares, etc,

The Share Transfer Committee did not met during 2020-21 as there were no share transfer during the year.

Policy on Directors' Appointment and Remuneration

The Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of Section 178 of the Companies Act, 2013 is annexed in Nomination and Remuneration Policy.

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 the Chairperson and the Board of directors as a whole and also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. There are no non-independent directors, so review of the performance of Non-Independent Directors in its separate meeting was not required.

Extract of Annual Return

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

Significant and Material Order

There are no significant/material orders passed by any regulator/court/tribunal which could impact on the going concern status of the Company and its future operations.

Complaints received by the Sexual Harassment Committee

The Company has in place a policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress any complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. No complaint was received during the year and no complaint was pending to be resolved as on 31.03.2021.

Secretarial Auditors and Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, Ms. Nidhi Varun Kumar, Practicing Company Secretary, was appointed to undertake the secretarial audit for the financial year 2020-21. The Secretarial Audit Report for the financial year 2020-21 is attached as Annexure "III" and forms a part of the report of the Board. In relation to observations made in the Secretarial Audit Report, we inform that the Company during the year, had no operations and all the units of the Company are closed. Consequently, the Company has incurred cash losses during the year under review. 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 Regulations.

No internal auditor has been appointed by the Company in terms of provisions of Section 138, of the Companies Act, 2013.

Auditors & Auditors' Report

The observations of Auditors in their Report dated 06th July, 2021 read with the relevant notes to accounts are self-explanatory and do not require any further explanation.

M/s Hemant Arora & Co. LLP Chartered Accounts were appointed as the new Statutory Auditors of the Company till the conclusion of 39th AGM. Further it is proposed to ratify the appointment of M/s Hemant Arora & Co.LLP, as the Statutory Auditors of the Company for the financial year 2020-21. The said Auditors have furnished the Certificate of their eligibility in this regard.

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. Thus, disclosure in Form AOC-2 is not required.
  • d) The 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.

Green Initiatives

Electronic Copies of the Annual Report 2020-21 and Notice of the 38th Annual General Meeting are sent to all the members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies are sent in permitted mode.

Acknowledgements

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

By order of the Board For INDO GULF INDUSTRIES LIMITED

Place: New Delhi

Date: 06.07.2021 Sd/- Sd/-

Sanjay Choudhary Rajesh Jain Director Director DIN: 08719847 DIN: 01200520

Annexure- I

DETAILS OF THE REMUNERATION OF DIRECTORS, KMP'S AND EMPLOYEES

[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

I. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year 2020-21:

Mr. Sanjay Chaudhary, Director was paid remuneration during the year. Due to covid-19 lockdown the employees were not paid salary and hence the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year 2020-21 is not applicable.

II. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the Financial Year 2020-21:

Mr. Sanjay Chaudhary, Director was paid remuneration during the year. Further, there was no increase in the remuneration of Company Secretary during the Financial Year 2019-20. Hence, the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the Financial Year 2020-21 is not provided.

III. The percentage increase in the median remuneration of the employees in the financial year 2020-21:

There are 4 employees on the payroll of the Company. Further, there was no increase in the remuneration of the employee during the Financial Year 2020-21. Hence, percentage increase in the median remuneration is not provided.

IV. The number of permanent employees on the rolls of the Company:

There were permanent employees on the rolls of the Company for the Financial Year 2020-21.

V. Average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in Managerial Remuneration:

Since, none of the employee had completed full year of service, no increment was done in the last financial year. Further, there was no change in the managerial remuneration.

Hence, the same is not applicable.

VI. Affirmation that the Remuneration is as per the Remuneration Policy of the Company: It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company.

Statement as per Rule 5(2) of The Companies (Appointment and Remuneration of Managerial personnel)
Sl
No.
Name Age
(years
)
Designati
on/
Nature of
Duties
Gross
Remun
eration
(Rs in
lakhs )/
salary
per
month
Rules 2014
Qualificat
ion
Total
Experien
ce (years)
Date of
commence
ment of
employme
nt
Previous
Employme
nt
Details of top ten Employees in terms of remuneration drawn for the financial year ended 31st
A. March 2020
1 Mr. B.D.
Agarwal
53
years
President
and CFO
6,00,000/
-
Graduate Approx
30 years
01/08/2016 N/A
3. Ms.
Tanushree
Purohit
30
years
Company
Secretary
120,000/
-
C.S 5 Years 31.01.2020 N/A
B Details of Employee employed throughout the year and in receipt of remuneration not less
than Rs.10,200,000/- p.a.
Sl
No.
Name Age
(years
)
Designati
on/
Nature of
Duties
Gross
Remu
nerati
on (Rs
in
lakhs)
Qualificati
on
Total
Experien
ce (years)
Date of
commence
ment of
employme
nt
Previous
Employme
nt
1. NA NA NA NA NA NA NA NA
C Details of Employee employed part of the year and in receipt of remuneration not less than
Rs. 850,000/- p.m.
NA NA NA NA

Note:

  1. None of the Employee are holding any Equity Share in the Company.

  2. None of the Employee are relative of any Director or manager of the Company.

Annexure _II_ to the Directors' Report

FORM MGT.9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31.03.2020 [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:

i) CIN L74900DL1981PLC011425
ii) Registration Date 05/03/1981
iii) Name of the Company Indo Gulf Industries Limited
iv) Category / Sub-Category
of the Company
Public Company / Limited by shares
v) Address of the Registered
office and contact details
4237/11, IInd Floor, Narendra Bhawan
1, Ansari Road, Daryaganj, New Delhi- 110002
Email Id: [email protected]
vi) Whether listed company:
Yes / No
Yes
vii) Name,
Address
and
Contact
details
of
Registrar
and
Transfer
Agent, if any
BEETAL Financial & Computer Services Pvt. Ltd.
BEETAL House, 3rd Floor, 99, Madangir, Behind LSC,
New Delhi – 110062
Ph.: 011-29961281-283, Fax: 011-29961284
Email Id: [email protected]

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:-

Sl.
No.
Name and
Description of
main products/
services
NIC Code of
the Product/
service
% to total
turnover of the
company
1 Explosives 20292-Manufacture of explosive,
ammunition and fire works
Nil (Gross Turnover
– Nil)

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl.
No.
Name and address
of the Company
CIN/GLN Holding/
Subsidiary
/
Associate
% of
share
s held
Applicable
Section
1 Ganesh Explosives
Private Limited
152/4/1, Rajpur
Road, Dehradun –
248001
U24292UR1993PTC001667 Holding 53.96
%
Section
2(46)

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 [As on 01.04.2020]
No. of Shares held at the end of the year
[As on 31.03.2021]
%
Change
during
Demat Physical Total % of
Total
Shares
Demat Physical Total % of
Total
Shares
the year
A. Promoters
(1) Indian
a) Individual/HUF
b) Central Govt
c) State Govt(s)
d) Bodies Corp. 5162540 5162540 53.96 –- 5162540 53.96 0.00
e) Banks / FI
f) Any other
Sub-total (A)(1) 5162540 5162540 53.96 5162540 53.96 0.00
(2) Foreign
a) NRI
Individuals
b) Other
Individuals
c) Bodies
Corporate
d) Banks / FIs
e) Any other
Sub-total (A)(2)
Total
shareholding of
Promoter (A)=
(A)(1)+ (A)(2)
5162540 5162540 53.96 5162540 5162540 53.96 0.00
B. Public
Shareholding
1. Institutions
a) Mutual Funds 350 350 0.00 350 0.00 0.00
17
b) Banks / FI 94378 94378 0.99 94378 0.99 0.00
c) Central Govt
d) State Govt(s)
e) Venture
Capital Funds
f) Insurance
Companies
20000 20000 0.21 20000 0.21 0.00
g) FIIs 1298 1298 0.01 1298 0.01 0.00
h) Foreign
Venture Capital
Funds
i) Others
(specify)
Sub-total
(B)(1):-
20000 96026 116026 1.21 20000 96026 1.21 0.00
2. Non
Institutions
a) Bodies
Corporate
i) Indian 802260 802260 8.39 802260 802260 8.39 0.00
ii) Overseas
b) Individuals
i) Individual
shareholders
holding nominal
share capital upto
Rs.1 lakh
219163 2934665 3153828 34.35 - - 3153828 34.35 0.00
ii) Individual
shareholders
holding nominal
share capital in
excess of Rs.1
lakh
132964 132964 1.39 132964 - 132964 1.39 0.00
c) Others
(specify)
80 80 .0008 .0008
Non Resident 95446 95446 .99 288 95158 95446 95446 0.00
Indians
Trusts 4300 4300 0.05 4300 4300 0.05 0.00
Sub-total
(B)(2):-
4288704 4288704 44.83 4288704 4288704 44.83 0.00
Total Public
Shareholding
(B)=(B)(1)+
(B)(2)
4404730 4404730 46.04 4404730 4404730 46.04 0.00
C. Shares held
by Custodian
for GDRs &
ADRs
Grand Total
(A+B+C)
9567270 9567270 100.00 8651 9558619 9567270 100.00 0.00

ii) Shareholding of Promoter-

Sl. Shareholder's Name Shareholding at the beginning of Shareholding at the end of the %
No. the year [As on 01.04.2020]
year [As on 31.03.2021]
change
in share
No. of % of total %of Shares No. of % of total %of Shares holding
Shares of Pledged / Shares Shares of Pledged/ during
Shares the encumbered the encumbered the year
company to total company to total
shares shares
1 Ganesh Explosives Private 5162540 53.96 Nil 5162540 53.96 Nil Nil
Limited

iii) Change in Promoters' Shareholding (please specify, if there is no change)

Sl. Shareholding at the beginning Cumulative Shareholding
No. of the year [As on 01.04.2020] during the Year [01.04.2020
to 31.03.2021]
No. of shares % of total No. of Shares % of total
shares of the Shares of the
company company
At the beginning of the year 5162540 53.96
Change in % of holding Nil Nil
At the end of the year 5162540 53.96

iv) ShareholdingPattern of top ten Shareholders:

(other than Directors, Promoters and Holders of GDRs and ADRs):

Sl.
No.
Name of the
Shareholders
Shareholding at the
beginning of the year
Cumulative
Shareholding during the
year
No. of
Shares
% of total
shares of the
company
No. of
Shares
% of total
shares of the
company
1 HB Stock Holdings Limited
At the beginning of the year 170850 1.79
No change during the year
At the end of the year 170850 1.79
2 Picup Limited
At the beginning of the year 167536 1.75
No change during the year
At the end of the year 167536 1.75
3 Mahendra Girdharilal
At the beginning of the year 132964 1.39
No change during the year
At the end of the year 132964 1.39
4 HB Leasing and Finance Co. Ltd
At the beginning of the year 109469 1.14
No change during the year
At the end of the year 109469 1.14
5 Logic Infotech Ltd
At the beginning of the year 100000 1.05
No change during the year
At the end of the year 100000 1.05
6 Sajjan Lal Kanodia
At the beginning of the year 94250 0.98
No change during the year
At the end of the year 94250 0.98
7 Laxmi Devi Kanodia
At the beginning of the year 94250 0.98
No change during the year
At the end of the year 94250 0.98
8 Oriental Bank of Commerce
At the beginning of the year 84800 0.88
No change during the year
At the end of the year 84800 0.88
9 RRB Securities Limited
At the beginning of the year 66500 0.69
No change during the year
At the end of the year 66500 0.69
10 Amrex Marketing Pvt Ltd
At the beginning of the year 60800 0.64
No change during the year
At the end of the year 60800 0.64

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. Name of the Shareholding at the Cumulative Shareholding
No. Directors and KMP beginning of the year during the year
No. of
Shares
% of total
shares of the
company
No. of
Shares
% of total
shares of the
company
1 Mr. Rajesh Jain, Non Independent Non-executive Director
At the beginning of the year
Nil holding/ changes during the year
At the end of the year
2 Ms. Shivani Naithani, Independent Non-executive Director
At the beginning of the year
Nil holding/ changes during the year
At the end of the year
3 Mr. Ashok Sarkar, Independent Non-executive Director
At the beginning of the year
Nil holding/ changes during the year
At the end of the year
4 Mr. Vijay Jagtap, Non Independent Non-executive Director
At the beginning of the year
Nil holding/ changes during the year
At the end of the year
5 Ms. Tanushree Purohit, Company Secretary
At the beginning of the year
Nil holding/ changes during the year
At the end of the year
6 Mr. B.D Aggarwal
At the beginning of the year
Nil holding/ changes during the year
At the end of the year

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment (Rs. in lacs)

Secured Loans
excluding
Unsecured
Loans
Deposits Total
Indebtedness
22
deposits
Indebtedness at the beginning of
the financial year
i) Principal Amount 14,52,44,941
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 14,52,44,941
Change in Indebtedness during the
financial year

Addition
3,87,32,216

Reduction
2,04,55,596
Net Change 1,82,76,620 =–
Indebtedness at the end of the
financial year
i) Principal Amount 16,35,21,561
ii) Interest due but not paid 13,87,117
iii) Interest accrued but not due
Total (i+ii+iii) 16,49,08,678

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.
No.
Particulars of Remuneration Name of MD/WTD/ Manager Total
Amount
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)
Ceiling as per the Act

Remuneration to other directors:

(Rs. in lacs)

Sl. Particulars of Name of Directors
No. Remuneration Mr. Rajesh
Jain
Mr. Ashok
Sarkar
Ms.
Shivani Naithani
Amount
1 Independent
Directors
- - -
Fee for attending
board/ committee
meetings
Commission
Others, please
specify
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

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(Rs. in thousand)

Sl.
No.
Particulars of Remuneration Key Managerial Personnel
Ms. Sanjay
Chaudhary
Ms.
Tanushree
Purohit
Mr. BD
Aggarwal
Total
1 Gross salary 9,00,000 1,20,000 6,00,000 16,20,000
(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
[Employer's contribution to
Provident Fund, etc.]
Total

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

(Rs. in lacs)
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)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

By order of the Board For INDO GULF INDUSTRIES LIMITED

Place : New Delhi

Date : 06.07.2021 Sd/- Sd/-

Sanjay Choudhary Rajesh Jain Director Director DIN: 08719847 DIN: 01200520

Annexure III to the Directors' Report

SECRETARIAL AUDIT REPORT

NIDHI V KUMAR & ASSOCIATES

COMPANY SECRETARIES

Rtc Hempur, Lalitpur, Ramnagar, Nainital-244715 Email: [email protected] Mob: +91-9927588222

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; Not applicable to the Company during the period of audit

(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;
  • b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
  • c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009; Not applicable to the Company during the period of audit.
  • d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; Not applicable to the Company during the period of audit.
  • e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not applicable to the Company during the period of audit.
  • 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;
  • The Securities and Exchange Board of India (Delisting of Equity Shares) $g1$ Regulations, 2009; and Not applicable to the Company during the period of audit.

NIDHI V KUMAR & ASSOCIATES

COMPANY SECRETARIES Rtc Hempur, Lalitpur, Ramnagar, Nainital-244715 Email: [email protected] Mob: +91-9927588222

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not applicable to the Company during the period of audit

(vi) Other laws applicable to the Company as per the representations made by the Management.

We have also examined compliance with the (Listing Obligations and Disclosure Requirements) Regulations, 2015 by the Company with Bombay Stock Exchange Limited and also the Secretarial Standard I and Secretarial Standard II issued by the Institute of Company Secretaries of India (ICSI) were applicable to the Company for the period under review.

General Information and qualifications observed during the year under review pursuant to the Companies Act, 2013 and SEBI [Listing obligations and Disclosure Requirements], Regulation, 2015

1) No internal Auditor has been appointed by the Company in terms of provisions of section 138, of the Companies Act, 2013.

2) The company is not maintaining proper website which is mandatory for a listed company. 3) Independent directors have not taken the exam and not registered uptil now.

We 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. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

We further report that adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent adequately in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at the Board Meetings, as represented by the management, were taken unanimously.

We further report that as per the explanations given to us and the representations made by the Management and relied upon by us there are 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.

NIDHI V KUMAR & ASSOCIATES

COMPANY SECRETARIES Rtc Hempur, Lalitpur, Ramnagar, Nainital-244715 Email: [email protected] Mob: +91-9927588222

We further report that during the period under review, as explained and represented by the management, there were no specific events/actions in pursuance of the above referred laws, rules, regulations, guidelines, standards etc., having a major bearing on the Company's affairs. A detailed list of ongoing cases of the company is attached as Annexure -I with this report.

This report is to be read with my letter of even date annexed to this report as Annexure-II and forms an integral part of the Report.

ar & A Company CS Nidhi Varun Kumar

Practising Company Secretary M. No. A28283; C.P. No. 13237

Place: Dehradun Dated: 20.04.2021

COMPANY SECRETARIES Rtc Hempur, Lalitpur, Ramnagar, Nainital-244715 Email: [email protected] Mob: +91-9927588222

To The Members M/s Indo Gulf Industries Limited 4237/11, IInd Floor, Narendra Bhawan 1,

Ansari Road, Daryaganj - 110001

My report of even date is to be read with this letter.

  1. Maintenance of Secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

  2. We have followed the audit practices and processes as were appropriate to obtain responsible assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices that we follow provide a responsible basis for our opinion.

  3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

  4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

  5. The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to verification of procedures on test basis.

  6. The secretarial audit report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the management has conducted the affairs of the Company

Compa Secretario CS Nidhi Varun Kumas

Practising Company Secretary M. No. A28283; C.P. No. 13237

Place: Dehradun Dated: 20.04.2021

MANAGEMENT DISCUSSION AND ANALYSIS

Financial Performance

This year also Company could not start its business activities due to financial and other factors beyond the control of management of the Company. The financial year 2020-21 closed at a net profit of Rs. 42,56,854/- as compared to net profit of Rs. 19,80,261/- in the preceding financial year.

Industry Structure and development:-

India, a potential market for industrial explosives and its accessories, has witnessed a radical shift from complete import dependence in the past decades to self sufficiency with an exportable surplus presently. The explosives industry in India is robust with an exportable surplus. Rising construction activities and significant growth of the mining industry is expected to further boost the demand for various materials such as coal, electricity and cement. This in turn will lead to an increase in the consumption of explosives.

Prospect and Outlook

The management is of the view that upon the Completion of the Open Offer and change in management, the future prospect of the Company is bright and in the coming years the Company is going to perform well.

Segment wise or Product wise performance

The Company has not carried out any business activity during the year under review. However, the company's primary business is manufacture of 'explosives' as a single business segment.

Opportunities and Threats

Opportunities:

  • The Government's thrust on indigenous defence manufacturing under the "Make in India" initiative and the proposed amendments in the Defence Procurement Policy 2016 demonstrate rising opportunity for the Company's growth.
  • Shrinking global economies provide opportunity for new competitive player to enter into the market.

Threats:

• Any change in the Government's focus on India's overall infrastructural development can hamper growth in the ancillary sectors, such as the explosives industry.

Risk and Concerns

Risk is an integral part of the business process. To enhance the risk management process, the company has mapped the risks. Risk arises for achieving business objectives are identified and prioritized. Risk mitigation activity plans are established and executed as and when need arises. Periodical reviews are carried out to assess the risk levels.

Internal Control System and their Adequacy

The Company has in place an adequate internal control system to safeguard all assets and ensure operational excellence. The system also meticulously records all transaction details and ensures regulatory compliance. The Company has an Audit Committee in place which guides and provides proper measure for controlling the affairs of the Company.

Human Resource

Your company has 4 employees as on 31st March, 2021. Relations between the management and employees have been cordial. Your company maintains a work environment that is free from any harassment.

Chartered Accountants

1, Tyagi Road Dehradun 248001 India

  • 91 135 262 6795 $+91$ 135 262 7795 www.hemantarora.in

INDEPENDENT AUDITOR'S REPORT

To the Members of Indo Gulf Industries Limited,

Report on the Audit of financial statements

Qualified Opinion

We have audited the accompanying standalone financial statements (the "financial statements") of Indo Gulf Industrica Limited (the "Company"), which comprise the Balance Sheet as at 31st March, 2021, and the Statement of Profit and Loss, Statement of changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanation given to us, except for the effects of the matter(s) described in the Basis for Qualified Opinion section, the aforesaid financial statements give the information required by the Companies Act, 2013 (the "Act"), in the manner so required and give a true and fair viein conformity with the accounting standards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules, 2014 and other accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the company as at 31* March, 2021;

  • (b) in the case of the Statement of Profit & Loss, of the profit for the year ended on that date;
  • (c) in the case of the Statement of changes in equity, of the changes in equity during the year ended on that date; and
  • (d) in the case of the Statement of Cash Flows for the year ended on that date.

Basis for Qualified Opinion

We draw attention to the matters described in "Annexure $A$ " to this report, the effects of misstatements and possible effects of undetected misstatements on the financial statements due to inability to obtain sufficient and appropriate aud evidence which are material but, not pervasive either individually or in aggregate.

We conducted our audit of the financial statements in accordance with the Standards on Auditing (the "SAs") specific under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the company i accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethic: requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rule thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Coc of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ou qualified opinion on the financial statements.

Emphasis of Matter

We draw attention to Note 10 of the financial statements wherein the balance of reserves is negative signifyin accumulated losses, which exceed the net worth of the Company. However, the Management has prepared thes financial statements on going concern basis as it anticipates profit(s) from operations in future years which result i positive net worth.

Our opinion is not modified in respect of the above matter.

Information other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other informatio comprises the information included in the Annual Report, the Board's Report including Annexures to Board's Repo but does not include the financial statements and our auditors' report thereon. The above-referred information expected to be made available to us after the date of this audit report.

Chartered Accountants

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the circumstances and the applicable laws and regulations.

Responsibilities of Management and Those charged with Governance for the Financial Statements

The Company's Board of Director's is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance. changes in equity and cash flows of the Company in accordance with the accounting standards specified under Section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding 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 internal financial control, 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 fa view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability t continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concerbasis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the audit of the financial statement

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticist throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient an appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omission misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates an ' related disclosures made by management.

Chartered Accountants

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions necessitated by the circumstances and the applicable laws and regulations.

Responsibilities of Management and Those charged with Governance for the Financial Statements

The Company's Board of Director's is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance. changes in equity and cash flows of the Company in accordance with the accounting standards specified under Section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding 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 internal financial control, 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 fa view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the audit of the financial statement

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticist throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient an appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omission misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates an' related disclosures made by management.

Chartered Accountants

  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the aud evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

    1. As required by section 143(3) of the Act, we report that:
  • (a) we have sought and obtained except for the matters described in the Basis for Qualified Opinion section, all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
  • (b) except for the effects/possible effects of the matters stated in the Basis for Qualified Opinion section in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit;
  • (c) the Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity dealt with by th Report are in agreement with the books of account and returns.
  • (d) subject to the effects of the matters mentioned in the Basis for Qualified Opinion section, in our opinion, the aforesaid 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 written representations received from the directors as on 31st March, 2021, none of the director is disqualified as on 31st March, 2021, 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 with reference to financial statements 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 included in the Auditor's Report in accordance with Rule 11 of the Companie (Audit and Auditors) Rules, 2014 in our opinion and to the best of our information and according to the explanations given to us:
    • The Company has disclosed the impact of pending litigations on its financial positions in the financial ì. statements- Refer Note no. 25(4)(iii) to the financial statements.
    • ii. The Company does not have any long-term contracts including derivatives contracts, for which there wer any material foreseeable losses.
    • iii. There were no amounts which were required to be transferred, to the Investor Education and Protectio Fund by the Company.

Chartered Accountants

  1. As required by the Companies (Auditor's Report) Order, 2016 (the "Order"), issued by the Central Government $\epsilon$ India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure C"

RORA

$\epsilon$

For HEMANT ARORA & Co. LL Chartered Accountan
Firm Reg. No. 002141C/C40006

bal Kawal Nap Kamal Nagpal Partner

M. No.408066

Place: Dehradun Date: 06.07.2021 UDIN: 21408066AAAAED5290

Chartered Accountants

Annexure A- to the INDEPENDENT AUDITOR's REPORT (Referred to in our report, under 'Basis for Qualified Opinion 'section of our report to the Members of Indo Gulf Industries Limited of even date)

  1. We draw attention to Note no. 16 of the financial statements, which explains other current liabilities owed by the Company including statutory liabilities. In our opinion and to the best of our information and according to the explanations given to us, the company has not complied with the provisions of the Employee's Provident Fund and Miscellaneous Provisions Act, 1952, Employee's State Insurance Act, 1948 and by short creating liability in respect of Employer's contribution towards Employee Provident Fund and Employee State Insurance and discharging thereof thus leading to overstatement of profit and understatement of liability. In view of the above, we are unable to comment on the adjustments, if any, required to the accompanying financial statements in this regard

For HEMANT ARORA & Co. LL Chartered Accountants Firm Reg. No. 002141C/C4000C

Kawalk

Kamal Nagpal Partner M. No.408066

Place: Dehradun Date: 06.07.2021 UDIN: 21408066AAAAED5290

Chartered Accountants

Annexure B - to the INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(h), under 'Report on Other Legal and Regulatory Requirements' section of our report to the Members of Indo Gull Industries Limited of even date of even date)

We have audited the internal financial controls over financial reporting of the Company as of 31st March, 2021 conjunction with our audit of the 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 internal financial controls with reference to financial statements 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 base on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Control Over Financial Reporting ("Guidance Note") and the SAs, issued by Institute of Chartered Accountants of India and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requiremen 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 control system and their operating effectiveness. Our audit of internal financial controls over financial reporting include 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 judgment, including the assessment of the risks of material misstatement of the 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 aud 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 i accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:

  • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and 1. dispositions of the assets of the company;
    1. 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 authorizations of management and directors of the company; and
    1. 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.

Chartered Accountants

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, to the best of our information and according to explanations given to us, 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 31st March, 2021, 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 HEMANT ARORA & Co. LLP Chartered Accountants Firm Reg. No. 002141C/C400006

awal 1

Kamal Nagpal Partner M. No.408066

Place: Dehradun Date: 06.07.2021 UDIN: 21408066AAAAED5290

Chartered Accountants

Annexure C - to the INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 3, under 'Report on Other Legal and Regulatory Requirements' section of our report to the Members of Indo Gulf Industries Limited of even date of even date)

We report that:

  • in respect of its fixed assets: i.
  • (a) the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;
  • (b) all fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanations given to us no material discrepancies were identified on such verification;
  • (c) the relevant title deeds of the immovable properties are held in the name of the Company;
  • ii. according to the information and explanations given to us management has physically verified the inventory at reasonable intervals and no material discrepancies were identified on such verification.
  • iii. according to the information and explanations given to us and based on the audit procedures conducted by us, the Company has not granted any loan, secured or unsecured to the companies, firms, Limited Liability partnerships or other parties covered under Section 189 of the Companies Act, 2013 during the year. Therefore, paragraph 3(iii) of the order is not applicable to the Company:
  • iv. in our opinion and according to the information and explanations given to us, the company has not advanced load to directors/ to a company in which the Director is interested to which provision of section 185 and 186 of the Companies Act 2013 apply and hence not commented upon. Therefore, paragraph 3(iv) of the order is not applicable to the Company:
  • according to the information and explanations given to us and on the basis of our examination of the books of accounts, the Company has complied with the provisions of Section 73 to 76 or other relevant provisions of the v. Companies Act, 2013;
  • vi. according to the information and explanations given to us, the company is not required to maintain cost record as prescribed by Central Government under section 148(1) of the Companies Act, 2013. Therefore, paragraph 3(vi) of the Order is not applicable to the Company;
  • vii. in respect of statutory dues:
  • (a) according to the information and explanations given to us and on the basis of examination of records the company has been irregular in depositing the undisputed statutory dues including provident fund, employee state insurance, income-tax, service-tax, sales-tax, customs duty, excise duty, value added tax, goods and service tax, cess and other material statutory dues with the appropriate authorities during the period, Undisputed amounts payable in respect of the aforesaid dues as were outstanding as at 31st March, 2021 for period more than six months from the date they became payable includes taxes deducted at source amountin to Rs. 2,29,188;
  • (b) according to the records of the Company, the dues outstanding of income tax, sales tax, service tax, custor duty, excise duty and cess on account of any dispute, are as follows:

The Company has received various notices and recovery certificates amounting to Rs. 5,71,98,248 pertaining to the demand of sales tax of Rs. 5,37,10,942 and central excise of Rs. 34,87,306 (Refer Note No. 25(4)(iii) of the financial statement). The above notices mainly received before the sanction of Rehabilitation Scheme However, the status of the balance demand of sales tax of Rs. 2,61,60,947 and central excise of Rs.20,69,672 is uncertain because of the following:

Chartered Accountants

  • The notices and recovery certificates are issued prior to the date of rehabilitation Scheme sanctioned by
  • The reliefs and concessions (re-assessment of demand, waiver of interest, waiver of penalty etc.) as directed by the Rehabilitation Scheme sanctioned by the Hon'ble BIFR have not been considered.
  • viii. according to the information & explanation given to us, the Company has not availed any loan or borrowings from financial institutions, banks, Government or by issue of debentures. Therefore, paragraph 3(viii) of the order is not applicable to the Company;
  • in our opinion and according to the information and explanations given to us and on the basis of examination of books of accounts, the Company did not raise any money by way of initial public offer or further public offer ix. (including debt instruments) and term loans. Therefore, paragraph 3(ix) of the order is not applicable to the Company;
  • based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management we report that no fraud by $\mathbf{x}$ the Company or no fraud on the Company by the officers and employees of the company has been noticed for reported during the year:
  • according to the information & explanation given to us by the management, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with xi. Schedule V to the Act;
  • xii. the Company is not a Nidhi Company. Therefore, paragraph 3(xii) of the Order is not applicable to the Company;
  • xiii. according to the information and explanations given by the management, all transactions with the related particare in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the financial statements as required by the applicable accounting standards;
  • xiv. in our opinion and according to the information and explanations give to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year period. Therefore, paragraph 3(xiv) of the order is not applicable to the Company.;
  • xv. in our opinion and according to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or person connected with him thus, the provisions of Section 192 of the Companies Act, 2013 are not applicable. Therefore, paragraph $3(xv)$ of the Order is not applicable to the company;
  • xvi. the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 Therefore, paragraph 3(xvi) of the Order is not applicable to the company.

For HEMANT ARORA & Co. LL Chartered Accountan Firm Reg. No. 002141C/C40000

Kawain

Kamal Nagpa Partno M. No.40806

Place: Dehradun Date: 06.07.2021 UDIN: 21408066AAAAED5290

PART 1- BALANCE SHEET

INDO GULF INDUSTRIES LIMITED

INDUGULE INDUSTRIES LIMITED
REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BIJAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELIII-110001

BALANCE SHEET AS AT 31ST MARCH, 2021

BALANCE SHEET AS AT 31ST MARCH, 2021 (Amount in INR)
Particulars Note
No.
As at 31st March 2021 As at 31st March 2020
1. ASSETS
Non - current assets
Property, plant and equipment
(a)
Capital Work in Progress
(b)
2(a)
2(b)
101,169,725
5,826,810
88,599,330
2,719,762
Other non-current assets
(c)
(i) Capital Advances
305,302 107,301,837 260,000 91.579.092
Current assets
Inventories
(a)
3 36,431,699 21,888,767
Financial assets
(b)
(i) Trade Receivables
(i) Cash and cash equivalents
(ii) Bank balances other than (i) above
(iv Other Financial Assets
$\overline{4}$
5
6
7
14,819,116
2,635,274
7,872,000
1,348,938
18,427,800
2,766,578
660,000
2,288,452
Other current assets
(c)
8 43,050,031 106,157,058 51,580,687 97,612,284
Total(A) 213,458,895 189, 191, 376
П. EQUITY AND LIABILITIES
(a)
(b)
Equity
Equity Share capital
Other Equity
9
10
9,567,270
(57, 761, 735)
(48, 194, 465) 9,567,270
(62.018, 589)
(52, 451, 319)
Liabilities
Non - current liabilities
(a)
(b)
Financial liabilities
(i) Borrowings
Deferred Tax Liabilities
11
12
110,707,728
4,165,503
114,873,231 78,143,159
2,885,061
81,028,220
Current liabilities
(a) Financial liabilities
(i) Borrowings
(ii) Trade Payables
(iii) Other financial liabilities
13
4
15
52,813,833
38,656,708
67,101,781
32,167,421
(b)
(c)
Other current liabilities
Provisions
16
17
21,092,522
34,217,066
146,780,129 17,918,594
43,426,678
160,614,474
Total (B) 213,458,895 189, 191, 376
Significant Accounting Policies $\perp$

Significant Accounting Policies

The accompanying notes form an integral part of the financial statements

DEHRADU

ACCO

AS PER OUR REPORT OF EVEN DATE ATTACHED. FOR HEMANT ARORA & CO. LLP Chartered Accountants FIRM'S REGISTRATION NO. - 002141C/C400006

Kamal Nagpal (M. No. 408066) Partner

Place of Signature: Dehradun Date: 06.07.2021

FOR AND ON BEHLEF OF THE BOARD OF DIRECTORS INDO GULF INDUSTRIES LIMITED Ź

Rajest Jain

(Chie)

Fin:

(DIN-01200520

officer)

Sullivary Chou ntv (Director) $(DIN-08719847)$ hree Purohit Tabu

(Comphay Secretary)

PART II- STATEMENT OF PROFIT AND LOSS

INDO GULF INDUSTRIES LIMITED

INDO GULF INDUSTRIES LIMITED
REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

STATEMENT OF PROFIT AND LOSS FOR THE VEAR ENDED 31ST MARCH, 2021

STATEMENT OF PROFIL AND LOSS FOR THE YEAR ENDED 3131 (Amount in INR
Particulars Note
No.
For the Year Ended 31st March
2021
For the Year Ended 31st March
2020
1
Revenue from Operation
18 706,977,998 537,488,710
26,575,042
Other Income
н
19 12,683,042
Total Income:
ш
719,661,040 564,063,752
Expenses:
IV
Cost of Material Consumed
(i)
20 653, 373, 385 495,016,344
Employee benefits expense 21 22,815,368 20,411,254
(ii)
Finance Cost
22 3,781,158 1,615,093
(iii)
Depreciation and amortisation expense
(iv)
23 6,786,908 5,298,666
Other expenses
(v)
24 27,115,264 38,333,998
Total expenses (III)
IV
713,872,083 560,675,356
Profit/(Loss) before exceptional items and tax (II-III)
V
5,788,958 3,388,396
Exceptional items
VI
٠
Profit/(Loss) before tax
VII
5,788,958 3,388,396
1,532,104 1,408,135
Tax expense
VIII.
(1) Current Tax
251,661
(2) Deferred Tax 1,280,442 1,408,135
Profit/(Loss) for the year from continuing operations (VII-VIII)
IX
4,256,854 1,980,261
Profit/(Loss) from discontinued operations
Tax expense of discontinued operations
XI
$\overline{\phantom{a}}$
Profit/(Loss) from Discontinued operatioins (after tax) (X-XI)
XII
$\overline{\phantom{a}}$
Profit/(Loss) for the period (IX+XII)
XIII
4,256,854 1,980,261
XIV
Other Comprehensive Income
Items that will not be reclassified to
A)
(i)
Profit or Loss
٠
Income tax relating to items that will not be
(ii)
reclassified to Profit or Loss
٠
Items that will be reclassified to Profit or
B)
(i)
Loss
Income tax relating to items that will be
(11)
reclassified to Profit or Loss ٠
Total Other Comprehensive Income for the year (XII+XIII)
(Comprising Loss and Other Comprehensive Income for the year)
4,256,854 1,980,261
Earnings per equity share (Nominal value per share' 1/-)
0.44 0.21
$-Basic$ () 0.44 0.21
- Diluted (')
Number of shares used in computing
Earnings per share
- Basic
9,567,270 9,567,270
- Diluted 9,567,270 9,567,270
Significant Accounting Policies
The accompanying notes form an integral part of the financial statements
$\mathbf{I}$
AS PER OUR REPORT OF EVEN DATE ATTACHED.
FOR HEMANT ARORA & CO. LLP
Chartered Accountants FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
FIRM'S REGISTRATION NO. - 002141C/C400006 INDO-GULF INDUSTRIES LIMITED
Kamal Nagpal Rajesh dain Choudhary
Sart
(M. No. 408066) (Director) (Director)
Partner (DIN-01200520) (DIN-08719847)

Place of Signature: Dehradun Date: 06.07.2021

DEHI

ERED ACC

$(DIN_2 1200520)$

Talushree Purohit
(Comphay Secretary) (Chief Inance officer)

B.D. Elerwal

INDO GULF INDUSTRIES LIMITED REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

TATEMENT OF CASHFLOW FOR THE YEAR ENDED AS AT 31ST MARCH, 202
--------------------------------------------------------------- -- -- -- --

Ŷ.

Particulars Note
No.
For the Year Ended 31st March
2021
For the Year Ended 31st March
2020
A CASH FLOW FROM OPERATING ACTIVITIES
Profit/(Loss) after tax 4,256,854 1,980,261
Adjustments to reconcile profit/(loss) before exceptional items and
tax to net cash flow provided by operating activities :
Deferred Tax Provision 1,280,442
Income Tax Provsion 251,661
Depreciation expense 6,786,908 5,298,666
Excess Provision written back
Loss on sale/discard of property, plant and equipment
Interest on loan from related party
Interest income
158,677
(15, 672)
Operating Profit/(loss) before working capital changes 12,718,871 7,278,928
Adjustments to reconcile operating loss to cash flow
provided by changes in working capital :
Inventories (14, 542, 932) (10, 182, 651)
Financial Assets
-Trade Receivables 3,608,684 (14, 479, 344)
-Short term Fixed Deposits (7, 212, 000)
-Other Financial Assets
-Other Current Assets
939.514
8,530,656 (34, 465, 863)
Financial Liabilities
-Borrowings
-Trade Pavables (14, 287, 948) 42,947,157
-Other Financial liabilities 6,489,287 24,033,654
(6,427,176)
-Other Current liabilities 3,173,928 11,727,874
-Provisions (9, 461, 273) 32,653,885
Cash from/(used) in operations (10, 043, 213) 53,086,464
Tax expense
Direct taxes (paid)/refund received
Defered Tax Liability
Cash flow before exceptional items
(10, 043, 213) 1,408,135.1
54,494,599
Exceptional Items
Net cash used in operating activities (A)
(10, 043, 213) 54,494,599
B CASH FLOW FROM INVESTING ACTIVITIES
Fixed deposits placed with banks (660, 000)
Fixed deposits redeemed from banks
Sale of PPE (including CWIP)
Interest received on fixed deposits 15,672
Purchase of PPE (including CWIP) (22, 464, 351) (22, 277, 809)
Capital advances (45, 302) 2,000
Net cash generated/(used in) investing activities (22, 493, 982) (22, 935, 809)
Interest paid to holding company
Interest on Loan from related Parties (158, 677)
Proceeds from Borrowings-Related Parties 32,564,569 (32, 778, 615)
Net cash generated/(used) from financing activities 32,405,892 (32, 778, 615)
Net increse/(decrease) in cash and cash equivalents $(A+B+C)$ (131, 303) (1, 219, 825)
Opening cash and cash equivalents 2,766,578 3,986,403
Closing cash and cash equivalents [Refer Note No. 3] 2,635,275 2,766,578

The accompanying notes form an integral part of the financial statements

AS PER OUR REPORT OF EVEN DATE ATTACHED. FOR HEMANT ARORA & CO. LLP Chartered Accountants FIRM'S REGISTRATION NO. - 002141C/C400006

Kamas Nappal $ROR$ Kamal Nagpal OOR $(M. No. 408066)$ Partner

$DIII$

DE

RED ACCOUNT

Place of Signature: Dehradun Date: 06.07.2021

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS INDO GULF INDUSTRIES LIMITED

Rajesh Jain (Director) $(DIN-01200520)$

of F

$(Ch)$

ى

re Officer)

Learwe

Sanjay Choudhary $(DIN-08719847)$

Tanus ree Purohit
(Compnay Secretary)

REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BILAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 31ST MARCH, 2021

(Amount in INR)

(a) Equity Share capital
Particulars Amount
Balance as at 1st April, 2019 9,567,270
Changes during the year ended 31st March, 2020
Balance as at 31st March, 2020 9,567,270
Changes during the year ended 31st March, 2021
Balance as at 31st March, 2021 9,567,270

(b) Other Equity

Particulars Reserves and surplus Other Comprehensive Total
Retained Earnings Income
Balance as at 1st April, 2019 (63,998,850) (63,998,850)
Changes during the year ended 31st March, 2020 1,980,261 ۰ 1,980,261
Balance as at 31st March, 2020 (62, 018, 589) (62, 018, 589)
Changes during the year ended 31st March, 2021 4,256,854 4,256,854
Balance as at 31st March, 2021 (57, 761, 735) (57,761,735)

Significant Accounting Policies $\mathbf{I}$ The accompanying notes form an integral part of the financial statements

ROR

AC)

AS PER OUR REPORT OF EVEN DATE ATTACHED. FOR HEMANT ARORA & CO. LLP Chartered Accountants FIRM'S REGISTRATION NO. - 002141C/C400006

awa Kamal Nagpal $(M. No. 408066)$ Partner

Place of Signature: Dehradun Date:

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS INDO GULF INDUSTRIES LIMITED

Rajesh Jain (Director) $PIN-01200520$

$\mathbf{v}_{\rm al}$

сñ

(Chief Einance Officer)

Sahyay Choudhary (Director) $(DIN-08719847)$

$\bullet$

≮ Tanush ee Purohit (Compnay Secretary)

REGD OFFICE AT / 4237/11, 2ND FLOOR, NARENDRA BRAWAN 1, ANNARI BOAD, DARYAGANJ, EAST DELIH-110001

Details of preference share capital
Particulars As at 11st March 2021 As 31st March 1020
No. of liberes Amount (INH) No. of Shares $n_1$
A museum?
$\overline{u}$ Authorized
Proference shares of par value INR 100- each 500,000 50,000,000 5GG, (30G) 16.
500,000 50,000,000 100,000 59,000.096
(ii) Issued, subscribed and fully paid up
0.001% Non Convertible, Non-Cumulative, Redeemable
Preference shares of par value INR 100/- each
250,000 25,000,000 256,000 25,000 / 00
258,000 25,000,000 256,666 25,860

(iii) The preference shares are non-convertible in nature.

These preference shares carry dividend @ 0.001% per annum as declared from time to time. In the event of no declaration of dividend, coupon rate of 0.001% is not cumstated $(iv)$ and gets lapsed.

(v) The preference shareholder(s) shall have no voting rights, except as provided under the Companies Act, 2013 and rules made thereunder.

(vi) Each holder of preference shares is mittled to one vote per share only on resolution placed before the Company which directly affect the rights attached to preference shares.

The preference shares shall be redoemed at par, at the option of the Company at any time within a period not exceeding 20 years from the date of allotment i.e. 28th March, -716 $(vii)$ in accordance with the provisions of the Companies Act, 2013 or any such other applicable law, rules, regulations as may be applicable.

INDO GULF INDUSTRIES LIMITED 4237/11, $\Pi^{\rm nd}$ FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD DARYAGANJ, NEW DELHI-110001

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

1. Corporate information

Indo Gulf Industries Limited("IGIL" or "The Company") is a public limited Company incorporated and domiciled in India. The registered office of the company is situated at 4237/11, IIndfloor, Narendra Bhawan 1, Ansari Road, Daryaganj, New Delhi-110017, India. It was incorporated on March 05th, 1981.

The company's shares are listed on the BSE Ltd and Ahmedabad Stock Exchange.

The principal activities of the company is manufacturing of explosives, ammunitions and fireworks.

The Company's controlling interest aggregating to 54.96% is held by Ganesh Explosives Private Limited('the holding company') with effect from November 08th, 2017 post the approval letter sanctioned by BSE Prior to this, the controlling interest was with Balrampur Chini Mills Limited ('the outgoing promoter')

These Ind AS Financial Statements were approved for issue by the Board of Directors of the Company on 6th July, 2021and are subject to the approval by the shareholders in the ensuing Annual General Meeting.

2. Significant Accounting Policies

2.1. Compliance with Ind AS

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (referred to as Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

The financial statements for the year ended 31st March, 2017 are the first financial statements of the Company prepared in accordance with Ind AS.

2.2. Basis of preparation

These financial statements have been prepared under the historical cost basis. Historical Cost is generally based on the fair value of the consideration given in exchange for goods and services.

Ai assets and liabilities have been classified as current and non-current as per the Company' normal operating cycle and other criteria set out in General Instructions for the Preparation of Balance Sheet in Division II of Schedule III to the Act. The Company has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.

An asset as current when it is:

  • Expected to be realized or intended to be sold or consumed in normal operating cycle;
  • Held primarily for the purpose of trading;
  • Expected to be realized within twelve months after the reporting period; or
  • Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

4237/11, IInd FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD DARYAGANJ, NEW DELHI-110001

A liability is current when:

  • It is expected to be settled in normal operating cycle;
  • It is held primarily for the purpose of trading;
  • It is due to be settled within twelve months after the reporting period; or
  • There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

These financial Statements including notes thereon are presented in Indian Rupees ("Rupees" or "Rs." or "INR"), which is the Company's functional and presentation currency. All amount disclosed in these financial Statements including notes thereon have been rounded off to the nearest rupee as per the requirements of Schedule III to the Act, unless stated otherwise.

2.3. Revenue Recognition

Interest income earned on Fixed Deposits with Banksis included in "Other income" in the Statement of Profit and Loss on accrual basis in accordance with Ind AS-18. The said Income has been recognized at Transactional value.

Interest Income is recognised using the Effective Interest Rate. While calculating the EIR, the Company estimates the expected cash flows by considering all contractual terms of the financial instruments but does not consider the expected credit losses.

2.4. Property, plant and equipment

a) All Property, plant and equipment are measured at cost less depreciation and impairment losses.

The cost of an asset includes the purchase cost of materials, including import duties and non-refundable taxes, and any direct cost of bringing an asset to the location and condition of its intended use.

Interest on borrowings used to finance the construction of qualifying assets are capitalized as part of the cost of the asset until such time that the asset is ready for its intended use.

Subsequent costs are included in the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably.

The present value of the expected cost for decommissioning of an asset after its use if any, is included in the cost of the respective asset if the recognition criteria for a provision are met.

The costs and related accumulated depreciation are eliminated from the financial statements upon sale or retirement of the asset and the resultant gains or losses are recognized in the Statement of Profit and Loss.

Depreciation on tangible fixed assets is provided on straight line basis so as to charge the cost of the assets less its residual value over the useful life of the respective asset as prescribed under Part C of Schedule II to the Act, other than for mobile phones.

Residual value has been considered as 5% of the cost of the respective asset.

INDO GULF INDUSTRIES LIMITED 4237/11, Hnd FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD DARYAGANJ, NEW DELHI-110001

A 'debt instrument' is measured at the amortized cost if both the following conditions are met:

  • 1) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
  • 2) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method. Amortized costis calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.

(iii) De-recognition

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expires or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset.

b) Financial liabilities

(i) Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at amortized cost.

All financial liabilities are recognized initially at fair value and, in the case of financial liabilities classified at amortized at cost, net of directly attributable transaction costs.

The financial liabilities include borrowings and other payables.

(ii) Subsequent measurement

For purposes of subsequent measurement, financial liabilities are disclosed at amortized cost.

Financial liabilities at amortized cost

After initial recognition, financial liabilities are subsequently measured at amortized cost using EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.

(iii) De-recognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit and $loss.$

INDO GULF INDUSTRIES LIMITED 4237/11, $\mathbf{H}^{\text{nd}}$ FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD DARYAGANJ, NEW DELHI-110001

Leasehold land in the nature of perpetual lease is not amortised.

Depreciation /amortization on assets added, sold or discarded during the year is provided on pro-rata basis.

The asset's useful lives, residual values and methods of depreciation/amortization are reviewed at each reporting period and adjusted prospectively, if appropriate.

b) Capital Work in Progress

Capital Work in Progress includes cost of property including construction stores, Materials in Transit/Equipment/Services, etc received at site for use in the projects as at the balance sheet date.

All revenue expenses incurred during construction period, which are exclusively attributable to acquisition/construction of fixed assets, are capitalized at the time of commissioning of such assets.

2.5. Leases

The determination of whether an arrangement is (or contains), a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

For arrangements entered into prior to the transition date i.e., 1st April, 2015, the Company has determined whether the arrangement contain lease on the basis of facts and circumstances existing on the date of transition.

As a lessee

A lease is classified at the inception date as a finance lease or an operating lease. Leases under which substantially all of the risks and rewards of ownership are transferred to the Company are classified as financial leases.

The Company has entered a lease arrangement with U.P. State Industrial Development Corporation Limited ('lessor') dated 17th, December, 1984 vide which the lessor has transferred the possession to the company. The same has been considered as perpetual lease in nature and hasn't been amortised.

2.6. Provisions Contingent Liabilities and contingent assets

a) A provision is recognized if, as a result of a past event, the company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are not recognized for future operating losses.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at current pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the passage of time is recognized as finance costs.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the Balance sheet date, taking into account the risks and uncertainties surrounding the obligation.

INDO GULF INDUSTRIES LIMITED 4237/11, IInd FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD DARYAGANJ, NEW DELHI-110001

When some or all of the economic benefits required to settle the provision are expected to be recovered from a third party, the receivable is recognized as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. The expense relating to any provision is presented in the Statement of profit or loss, net of any reimbursement.

b) A contingent liability is not recognized in the financial statements, however, is disclosed, unless the possibility of an outflow of resources embodying economic benefits is remote.

If it becomes probable that an outflow of future economic benefits will be required for an item previously dealt with as a contingent liability, a provision is recognised in the financial statements of the period in which the change in probability occurs (except in very rare circumstances where no reliable estimate can be made).

Contingent liabilities exceeding INR 5,00,000 in each case are disclosed by way of notes to accounts.

  • c) Contingent assets are not recognized in the financial statements, however it is disclosed, when an inflow of economic benefits is probable. When the realization of income is virtually certain, then the related asset is no longer a contingent asset, and is recognized as an asset.
  • d) Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet Date.

2.7. Employee benefits

Liabilities for salaries and wages, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employee render the services are recognized in respect of employees' services up to the end of the Balance Sheet date and are measured at the amounts expected to be repaid when the liabilities are settled.

2.8. Financial instruments

Financial assets and liabilities are recognized in the Balance Sheet when the Company becomes a partyto the contractual provisions of the instrument. The Company determines the classification of its financial assets and liabilities at initial recognition based on its nature and characteristics.

a) Financial assets

(i) Initial recognition and measurement

All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial assets

The financial assets include cash and bank balances and loans and advances.

(ii) Subsequent measurement

For purposes of subsequent measurement, financial assets in the nature of debt are classified at amortized cost

Debt instruments at amortized cost

INDO GULF INCUSTRIES LIMITED 4237/11, $\mathbf{H}^{\text{nd}}$ FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD DARYAGANJ, NEW DELHI-110001

These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

If at the Balance Sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the impairment losses previously recognized are reversed such that the asset is recognized at its recoverable amount but not exceeding written down value which would have been reported if the impairment losses had not been recognized initially.

b) Financial assets

The Company applies expected credit loss(ECL) model in accordance with Ind AS 109 for measurement and recognition of impairment loss on the financial assets and credit risk exposure that are debt instruments, and are measured at amortized cost.

The company follows 'simplified approach' for recognition of impairment loss allowance.

The application of simplified approach does not require the company to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each Balance Sheet date, right from its initial recognition.

2.10. Taxes

The Income tax expense comprises current tax and deferred tax and is recognized in the Statement of profit or loss except to the extent it relates to items directly recognized in equity or in other comprehensive income.

a) Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities using the tax rates and tax laws that are enacted by the Balance Sheet date and applicable for the period.

Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

The company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis(i.e., to realize the assets and liabilities simultaneously).

b) Deferred income tax

Deferred tax is provided using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the Balance Sheet date.

Deferred tax liabilities are recognized for all taxable temporary differences, except when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

INDO GULF INDUSTRIES LIMITED 4237/11, IInd FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD DARYAGANJ, NEW DELHI-110001

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized , except when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each Balance Sheet date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates(and tax laws) that have been enacted or substantively enacted at the Balance Sheet Date.

Deferred tax assets and Deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

2.11. Earnings Per Share

  • a) Basic Earnings Per Share are computed by dividing the net profit/(loss) after tax by the weighted average number of equity shares outstanding during the year.
  • b) Diluted Earnings Per Share are computed by dividing the net profit/(loss) after tax by the weighted "average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares which could be issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are determined as at the end of each period presented. Dilutive potential equity shares are determined independently for each period presented.

The number of equity shares and potential dilutive equity shares are adjusted retrospectively for all periods presented for any shares splits and bonus shares issues including for changes effected prior to the approval of the financial statements by the Board of Directors.

2.12. Cash and Cash Equivalents

Cash and cash equivalents in the Balance Sheet comprise cash on hand, cheques on hand, balance with banks on current accounts and short-term, highly liquid investments with an original maturity of three months or less and which carry insignificant risk of changes in value.For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company's cash management.

2.13. Significant accounting judgments, estimates and assumptions

The preparation of the Company's financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities at the date of financial statements. Estimates and assumptions are continuously evaluated and are based on management's experience and other

INDO GULF INDUSTRIES LIMITED 4237/11, IInd FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD DARYAGANJ, NEW DELHI-110001

factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities aifected in future periods.

In particular, the Company has identified the following areas where significant judgments, estimates and assumptions are required. Further information on each of these areas and how they impact the various accounting policies are described below and also in the relevant notes to the financial statements. Changes in estimates are accounted for prospectively.

Judgements

In the process of applying the Company's accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the financial statements:

a) Contingencies

Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, including legal, contractor, land access and other claims. By their nature, contingencies will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events.

b) Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market change or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

2.14. Inventories

Inventories are valued at the lower of cost or net realizablevalue.

Cost includes purchase price, duties, transport, handing costs and other costs directly attributable to theacquisition and bringing the inventories to their presentlocation and condition.

The basis of determination of cost is as follows:

  • Raw material, packing material and stock-in-tradevalued on moving weighted average basis;
  • Stores and spares valued on weighted average basis;
  • Work-in-progress valued at cost of input valued atmoving weighted average basis plus overheads up tillthe stage of completion; and
  • Finished goods valued at cost of input valued atmoving weighted average basis plus appropriateoverheads.

INDO GULF INDUSTRIES LIMITED
REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARY AGANJ, EAST DELHI-110001

Particulars Property, Plant and Equipment
Land
(Free Hold)
Land
(Lease Hold)
Buildings Plant &
equipment
Furniture &
Fixtures
Office
Equipments
Lab
Instruments
Generator AC & Water
Cooler
Computers Electrical
Installations
Total
Gross block
Gross carrying amount as at 01.04.2020
Additions during the year
Disposals/deductions during the year
1,657,999 3,145,430 22.179.575
1,750,000
$\sim$
66,712,953
17,227,971
358,637
$\sim$
649,248
$\sim$
114,861
206,167
1.983.051 138,261
25,203
$\sim$
186,045
26,572
1.736.305
121,390
100,862,366
19,357,304
Gross carrying amount as at 31.03.2021 1,657,999 3,145,430 23,929,575 83,940,925 358,637 649,248 321,028 1,983.051 163,465 212,617 3,857,695 120,219,670
Depreciation
Accumulated dep as at 01.04.2020
Depreciation for the year
Disposals/deductions during the year
$\mathcal{L}$
$\sim$
$\sim$ 4,860,417
1,127,595
6,548,431
4.925,899
38,209
34,071
192,456
123,357
2.082
14,020
68.130
125,593
7.672
10.084
87,242
64,085
458,398
362,203
12,263,036
6,786,908
Accumulated dep as at 31.03.2021 $\sim$ ٠ 5,988,012 11,474,330 72,280 315,813 16,103 193,723 17,756 151,327 820,600 19,049,944
Net currying amount as at 31.03.2021 1,657,999 3,145,430 17,941,563 72,466,595 286,358 333,435 304,925 1,789,328 145,708 61,289 3,037,095 101,169,725
Grass block
Gross carrying amount as at 01.04.2019
Additions during the year
Disposals/deductions during the year
1,657,999
$\ddot{}$
3,145,430 19,990.459
2,189,116
53,333,339
13,379,615
240,954
117,683
490.340
158,908
114,861 1,983,051 1
138,26
183,695
2,350
2,262,103
1,474,202
81,304,319
19,558,047
Gross carrying amount as at 31.03.2020 1,657,999 3,145,430 22,179,575 66,712,953 358,637 649,248 114,861 ,983,051 138,261 186,045 3,736,305 100,862,366
Depreciation
Accumulated dep as at 01.04.2019
Depreciation for the year
Disposals/deductions during the year
$\sim$
$\sim$
٠
٠
3,762,910
1,097,507
2,898,909
3,649,522
10,989
27,221
84,307
108,149
2,082 ٠
68,130
$\sim$
7,672
29,072
58,170
178,184
280,213
6,964,370
5,298,666
Accumulated dep as at 31.03.2020 ٠ ۰ 4,860,417 6,548,431 38.209 192,456 2,082 68,130 7,672 87,242 458,398 12,263,036
Net carrying amount as at 31.03.2020 1,657,999 3,145,430 17,319,158 60,164,523 320,428 456,792 112,779 1,914,921 130,589 98,802 3,277,908 88,599,330
Net carrying amount as at 31.03.2019 1.657,999 3,145,430 16,227,549 50.434.430 229.966 406,034 ٠ ۰ 154,623 2,083,919 74,339,949

The defendant of the second work and

$\langle \alpha \rangle$ . Then

Particulars Balance as on
Ist April, 2020
Additions
during the FY
2020-21
Disposals/
Capitalization
Balance as on
31st March,
2021
Building under Construction
BRICK LABOUR 148,753 283,289 ٠ 432,042
CAPACITOR 14,259 ¥ 14,259
CEMENT 589,144 648,516 $\bullet$ 1,237,660
FABRICATION 901,688 540,562 i. 1,442,250
Jch Works 168,637 420,609 ¥ 589,246
Sand 860.932 681,368 1,542,300
STONE 1,000 503,654 $\sim$ 504,654
WOOD 35,350 29,050 ٠ 64,400
TOTAL. 2.719.762 3,107,048 5,826,810

INDO GULF INDUSTRIES LIMITED REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD,
DARYAGANJ, EAST DELHI-110001

Note No.: 3 Inventories (Amount in INR)
Particulars As at 31st March 2021 As at 31st March 2020
Raw Material 33,815,597 15,997,507
Work-in-progress 1,023,513
Finished Goods 1,592,589 5,891,260
Total 36,431,699 21,888,767
Note No. : 4 Trade Receivables (Amount in INR)
Particulars As at 31st March 2021 As at 31st March 2020
Secured Considered Good 14,819,116 18,427,800
Total 14,819,116 18,427,800
Note No.: 5 Cash and cash equivalents (Amount in INR)
Particulars As at 31st March 2021 As at 31st March 2020
Balances with banks
On current accounts 1,217,005 2,004,327
Cash on hand 1,418,270 762,251
Total 2,635,274 2,766,578

INDO GULF INDUSTRIES LIMITED REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

Note No.: 6 Bank Balances other than Note No. 3 above (Amount in INR)
Particulars As at 31st March 2021 As at 31st March 2020
Fixed deposits with Indian bank (under lien for Bank Guarantee)
(maturity period from 3 months to 12 months)
7,872,000 660,000
Total 7,872,000 660,000
Note No.: 7 Other Financial assets (Amount in INR)
Particulars As at 31st March 2021 As at 31st March 2020
Securiy Deposits 1,348,938 2,288,452
Total 1,348,938 2,288,452
Note $No \rightarrow R$ Other Current assets (Amount in INR)

Note No.: 8 Other Current assets

  • 1
Particulars As at 31st March 2021 As at 31st March 2020
Advances other than Capital Advances
(a) Recoverable from Staff 132,758 72,697
(b) Other advance 12,161,068 24,142,708
Prepaid Taxes 731,672 274,595
Input GST Credit $\overline{\phantom{a}}$
Balance in Electronic Cash Ledger 36,000 36,000
Accrued Interest on FDR 254,597
Prepaid License fee 918,500 ٠
Advances For PPE 510,104
Advance to Supppliers 9,537,259 7,266,406
Other Advances 19,278,177 19,278,177
Total 43,050,031 51,580,687

INDO GULF INDUSTRIES LIMITED
REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD,
DARYAGANJ, EAST DELIII-110001

Particulars As at 31st March 2021 As at 31st March 2020
(a) Authorised No. of Shares Amount No. of Shares Amount
Equity shares of par value INR 1/- each 150,000,000 150,000,000 150,000,000 150,000,000
150,000,000 150,000,000
(b) Issued, subscribed and fully paid up
Equity shares of par value INR 1/- each 9,567,270 9,567,270 9,567,270 9,567,270
9,567,270 9,567,270
(c) Reconciliation of number and amount of equity shares outstanding:
There was no movement in number and amount of equity shares during the year ended 31st March 2021 nor in previous year ended 31st March 2020, hence
reconciliation statement is not required to be disclosed.
The Company has only one class of equity shares. The Company declares and pays dividend in Indian Rupees. The holders of equity shares are entitled to
receive dividend as declared from time to time and are entitled to one vote per share.
(d)
(e)
(1)
In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all
preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.
51,62,540 equity shares of par value INR 1/- each are held by Ganesh Explosives Private Limited, the Holding Company.
Shareholders holding more than 5 % of the equity shares in the Company:
Name of the Shareholder
No. of shares held As at 31st March 2021
% of holding to the
total equity capital
No. of shares held As at 31st March 2020
% of holding to the
total equity capital
Ganesh Explosives Private Limited 5,162,610 53.96 5,162,610 53.96
(g) The Company has not issued any equity shares without payment being received in cash in 5 years immediately preceding the balance sheet date.

INDO GULF INDUSTRIES LIMITED REGD OFFICE AT: 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

Note No.: 10 Other Equity (Amount in INR)
Particulars As at 31st March 2021 As at 31st March 2020
Surplus in the Statement of Profit and Loss
Balance at beginning of the year (62,018,589) (63,998,850)
Add: Profit for the year 4,256,854 1,980,261
Balance as at the balance sheet date (57, 761, 735) (62, 018, 589)
Note No.: 11 Borrowings (Non-current) (Amount in INR)
Particulars As at 31st March 2021 As at 31st March 2029
Deferred payment liabilities
Deferred sales tax loan (Unsecured) 12,335,297 18,502,945
Preference Share Capital
Preference shares of par value INR 100/- each (Unsecured) 25,000,000 25,000,000
Unsecured Loan from related parties
Unsecured loan 73, 372, 431 34,640,215
Total 110,707,728 78,143,160

1 Dy. Commisisioner of Sales Tax Baidhan Distt. Sidhi M.P. has issued recovery notice dated 2nd March, 2006 for INR 454.29 lakhs Recovery Act, 1980. The Company has recognized the reduced liability of INR 308.38 lakhs pursuant to sanction of the Rehabilitation Scheme by the Hon'ble Board for Industrial and Financial Reconstruction (BIFR), and the aforsaid loan is to be treated as interest free and to be repaid in 5 yearly installments after the restart of the Company's explosive unit. However, he differential amount of INR 145.91 lakhs is yet to be waived off by the department as per Rehabilitation Scheme. The provision for the 3rd installment of Rs. 6,167,648 is made on 31st March, 2021.

2 (a) Unsecured Loan from Ganesh Explosives Private Limited will be repayable after five years from commencement of business in ten equal yearly instalments i.e. from FY 2023-24 and simple interest @8% p.a will be charged and repaid at the end of each financial year.

(b) Unsecured loans from Rajesh jain are interest free and will be repayable after five years from commencement of business i.e. from FY 2023-24 in ten equal yearly instalments.

(c) Unsecured Loan from Rajesh Explosives Private Limited has been repiad during the year.

INDO GULF INDUSTRIES LIMITED REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD,
DARYAGANJ, EAST DELHI-110001

Note No.: 12 Deferred Tax Liability (Amount in INR)
Particulars As at 31st March 2021 As at 31st March 2021
At opening 2,885,061 1,476,926
Add/less
Profit & Loss Appropriation Account 1,280,442 1,408,135
Total 4,165,503 2,885,061
Note No.: 13 Borrowings (Current) (Amount in INR)
Particulars As at 31st March 2021 As at 31st March 2021
Unsecured Loan from related parties
Unsecured loan
52,813,833 67,101,731
Total 52,813,833 67,101,731
Note No.: 14 Trade Payables (Amount in IN 2)
Particulars As at 31st March 2021 As at 31st March 20.1
Financial liabilities at amortized cost
Trade Payables 38,656,708 32,167,421
Total 38,656,708 32,167,421

INDO GULF INDUSTRIES LIMITED REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

Note No.: 15 Other financial liabilities (Amount in INR)
Particulars As at 31st March 2021 As at 31st March 2021
Financial liabilities at amortized cost
Other payables
٠
Total
Note No. : 16 Other Current liabilities (Amount in INR)
Particulars As at 31st March 2021 As at 31st March 2021
Statutory liabilities 2,961,550 4,920,985
Advance from customers 18,115,713 11,341,609
Other Payables 15,258 1,656,000
Total 21,092,522 17,918,594
Note No.: 17 Provisions (Amount in INR)
Particulars As at 31st March 2021 As at 31st March 2021
Other provisions 34,217,066 43,426,678
34,217,066 43,426,678

Total

INDO GULF INDUSTRIES LIMITED REGD OFFICE AT: 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

Note No.: 18 Revenue from Operation (Amount in INR)
Particulars For the Year Ended 31st For the Year Ended 31st
March 2021 March 2020
Domestic sales 706,977,998 537,488,710
706,977,998
Total 537,488,710
Note No.: 19 Other income (Amount in INR)
Particulars For the Year Ended 31st For the Year Ended 31st
March 2021 March 2020
Discount Received 12,125,981 22,309,282
Interest income on financial assets (amortized cost)
Fixed deposits with banks 290,552
Rental Income 193,594
Sale of Scrap 124,993 111,888
Provision Written Back 3,406,345
Balance written back 141,517 553,933
Total 12,683,042 26,575,042
Note No.: 20 Cost of Material Consumed (Amount in INR)
For the Year Ended 31st For the Year Ended 31st
Cost of Material Consumed March 2021 March 2020
Opening Stock 21,888,767 11,706,116
Add: Purchases
Raw Material 535,145,829
535,145,829 400,210,322
400,210,322
Packing Material 40,155,455 35,464,987
Consumable Goods 249,776 2,429
Manufacturing Expenses
Diesel & Petrol 8,815,130 5,220,568
Electricity Expenses 4,860,485 3,582,782
Maintenance of explosive van 265,080
Freight & Cartage 50,966,315 37,218,718
Labour Charges 12,396,153 10,629,010
License Fee 104,700 447,931
Loading Unloading Charges 1,997,550 2,146,932
Clearing Charges 8,222,048 5,800,516
Custom Duty On Imports 4,220,746 3,672,174
Testing Charges 218,746 101,384
Social Welfare Surcharges on Imports 422,074 367,000
Stamp Duty on Imports 141,310 69,162
667,916,317 505,198,995
Less: Closing Stock 36,431,699 21,888,767
Total 653,373,385 495,016,344

INDO GULF INDUSTRIES LIMITED REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

Note No.: 21 Employee benefits expense (Amount in INR)
Particulars For the Year Ended 31st
March 2021
For the Year Ended 31st
March 2020
Salaries and wages 20,867,164 19,628,983
Contribution to provident and other funds 1,076,760
House Rent Allowences 444.269 432,035
Staff welfare expense 427,175 350,236
Total 22,815,368 20,411,254

Note No.: 22 Finance Costs

Total

Note No.: 22 Finance Costs (Amount in INR)
Particulars For the Year Ended 31st
March 2021
For the Year Ended 31st
March 2020
Others
Letter of Credit Charges 56,731 269,241
Bank charges 366,870 146,201
Interest on Short-term Deposits 1,917,850
Interest on Unsecured Loans 1,439,706 1,199,651
Total 3,781,158 1,615,093
Note No.: 23 Depreciation and amortisation expense (Amount in INR)
Particulars For the Year Ended 31st For the Year Ended 31st
March 2021 March 2020
Depreciation and amortisation of
tangible assets [Refer Note No. 2]
6,786,908 5,298,666

6,786,908

5,298,666

INDO GULF INDUSTRIES LIMITED
REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD,
DARYAGANJ, EAST DELHI-110001

Note No.: 24 Other expenses (Amount in INR)
Particulars For the Year Ended 31st For the Year Ended 31st
March 2021 March 2020
462,000
Office Rent (Delhi)
Rent For Generator Hire
4,000 504,000
54,800
Repairs and Maintenance
5,565,325 1,668,821
- Building
- Others
258,160 153,381
Payments to auditor
-As auditor for statutory audit 180,000 200,000
-For other services 75,000 108,000
Listing and allied fees 324,862 308,506
Legal and Professional expenses 1,406,414 930,281
Business Promotion 629,450 1,200,011
Printing & Stationery 307,878 607,268
Postage Charges 54,024 45,830
Telephone Expenses 25,246 23,313
Travelling & Conveyance Expenses 1,523,477 4,987,913
Medical Expenses 8,620
Forex Rate Fluctuations 8,101 15,932
Container Charges 580,000
Detention Charges 188,700
Consultancy Charges 238,400 195,720
Bad debts Written off 1,942,256
Driver's Salary 65,000 60,000
Advertisement 20,385 9,920
Late fee on GST 20,350 22,020
Donation 240,632
Discount Allowed 5,258 5,382,945
Entertairment Expenes 288,382 233,412
Toll & Parking Charges 2,960 4,996
House Keeping Charges 54,391 14,011
98,657
Insurance Expenses 39,167
324,132
194,115
Miscellaneous expenses
Vehicle Rent
360,500 60,000
112,087 44,750
Map Editing Expenses
Office Expenses
290
Service Charges 4,407 44,729
Compensation to old workers(As per Labour Court's Order) 11,700,000 20,900,000
Interest on TDS 104,320 119,085
Interest on Labour Settlement Due 106,088
Export charges 26,583
38,333,998
Total 27,115,264

INDO GULF INDUSTRIES LIMITED REGD OFFICE AT: 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

Note No.: 25 Other disclosures

1. Contingent liabilities and commitments (to the extent not provided for)

Contingent liabilities and commitments (to the extent not provided for) (Amount in INR)
Particulars Figures as at the end
of current reporting
period
Figures as at the end
of previous reporting
period
a) Contingent liabilities :
Claims against the Company not acknowledged as debts :
Excise duty demand - under appeal
(a)
Sales tax demand- under appeal
b)
Others - under appeal/litigation
c)
2,069,672
26,160,947
18,304,058
46,534,677
2,069,672
26,160,947
18,304,058
46,534,677
b) Commitments:
Estimated amount of contracts remaining to be executed on
capital account and not provided for
$\overline{a}$

The amounts shown in 1 above represent the best possible estimates arrived at on the basis of available information. The uncertainties and timing of the cash flows are dependent on the outcome of different legal processes which have been invoked by the Company or the claimants, as the case may be and, therefore, cannot be estimated accurately. The Company does not expect any reimbursement in respect of above contingent liabilities.

In the opinion of the management, no provision is considered necessary for the disputes mentioned above on the ground that there are fair chances of successful outcome of the appeals.

2. Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 ("MSMED Act, 2006")

There are no Micro and small enterprises, to whom the Company owes dues. The information required to be disclosed under section 22 of the Micro, Small and Medium Enterprises Act 2006, has been determined to the extent such parties have been identified on the basis of information available with the Company. The Company has not received any claim for interest from any supplier under the said Act.

S. No. Particulars 2020-21 2019-20
The principal amount and the interest due thereon remaining unpaid to any supplier as at the end
of each accounting year
Nil Nil
$\overline{2}$ The amount of interest paid by the buyer in terms of section 16, along with the amounts of the
payment made to the supplier beyond the appointed day during each accounting year.
Nil Nil
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
Nil Nil
under this Act.
The amount of interest accrued and remaining unpaid at the end of each accounting year
Nil Nil
The amount of further interest remaining due and payable even in the succeeding years, until
such date when the interest dues as above are actually paid to the small enterprise, for the
purpose of disallowance as a deductible expenditure under section 23.
Nil Nil

REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

3 Related Party Disclosures

A. The 53.96% of Equity Share Capital of the Company is held by Ganesh Explosives Private Limited, being the holding companies.

B. Related parties

  • Relation and name of the related parties are: $a)$ $\mathbf{I}$
  • Promotor Venturer: M/s Balrampur Chini Mills Ltd. (ceased to be promotor w.e.f. 08.11.2017)
  • $\overline{2}$ Holding Company: M/s Ganesh Explosives Private Limited (w.e.f. 09.11.2017)
  • $\overline{3}$ Company in which director has substantial interest M/s Rajesh Explosives Private Limited

$\overline{4}$ Key Managerial Personnel:

  • a) Chief Finance Officer Mr. Bhagwan Dass Agarwal
  • b) Company Secretary Ms. Tanu Shree
  • c) Director Mr. Rajesh Jain
  • d) Director Mr. Sanjay Choudhary
  • e) Director Mr. Ashok Sarkar
  • f) Director Mrs. Shivani Naithani
  • Related Party Transactions 5
S. No. Particulars Holding
Company
Company with
Director's substantial
Interest
Key Managerial
Personnel
$\mathbf{A}$ M/s Ganesh Explosives Pvt. Ltd.
(i) Unsecured Loans Received 56,363,833 ۰ ٠
B M/s Rajesh Explosives Private Limited
(i) Unsecured Loan Repaid $\blacksquare$ 4,564,162
C Key Managerial Personnel
(i) Mr. B.D. Agarwal
(a) Reimbursement of Expenses
(b) Salary ٠
۰
$\overline{\phantom{a}}$ 153,591
٠ 900,000
(ii) Mr. Rajesh Jain
(a) Unsecured Loans Received/ (Paid) $\overline{\phantom{a}}$ ٠ 26,830,230
(iii) Ms. Tanu Shree
(a) Salary ۰ ۰ 120,000
(iv) Mr. Sanjay Choudhary
(a) Salary ٠ 600,000
Total 56,363,833 4,564,162 28,603,821

REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

4 Disclosures as required by Indian Accounting Standard (Ind AS) 37 Provisions, Contingent Liabilities and Contingent Assets :

(i) Nature of provisions

Provision for contingencies

Provisions for contingencies represent provision towards various claims made/anticipated in respect of duties and taxes and other litigation claims against the Company based on the Management's assessment.

(ii) Movements in Provisions:

Particulars (Amount in INR)
Balance as at 1st April, 2020 43,426,678
Provided during the year ÷.
Used during the year
Reversed during the year 43,426,678
Balance as at 31st March, 2021
Non-current
Current
Balance as at 1st April, 2019 10,772,792
Provided during the year 43,426,678
Used during the year 43,426,678
Reversed during the year 32,653,886
Balance as at 31st March, 2020 43,426,678
Non-current
Current 43,426,678

It is not possible to estimate the timing/uncertainities relating to utilisation /reversal from the provision for contingencies. Future cash outflow in respect of the above is determinable only upon Court decision/out of Court settlement/disposal of appeals.

The Company does not expect any reimbursement in respect of above provisions.

(iii) Details of pending litigations:

  • (a) Dy. Commisisioner of Sales Tax, Jhansi has issued demand notice dated 1st October, 2004 for INR 201.00 lakhs for the year 1988-89, 1997-98, 1998-99, 1999-00 and 2000-01. However the company has made submission to reopen and review the case which is under consideration.
  • (b) Dy. Commisisioner of Sales Tax Baidhan Distt. Sidhi M.P. has issued recovery notice for entry tax dated 10th October, 2011 for INR 272.64 lakhs u/s. 146 of M.P. land Revenue Recovery Act, 1959.
  • (c) As far as Labour issue is concerned, the company has entered into an agreement with worker's union on 08 August 2018 which has been registered in the office of Dy. Labour Commissioner vide ref. no. 3506-10/JR/IR dt. 24.08.2019 whereby all the earlier disputes has been resolved with the workers in respect of their employment and payment of earlier dues which has been settled at Rs. 3 lacs per worker for 117 employees, it was also agreed by both the parties that in future they shall not file any case before any court of law and also shall withdraw all the previous cases pending with respective courts including DLC Court, High Court and Apex Court as per point no. 9 of the aforesaid worker agreement. The management has been following all the terms and conditions of the agreement strictly and provided the employment and made the payment to

workers as per terms of agreement.

  • (d) The Company has entered in to an agreement with National Fertilizers Ltd. on 27th Nov, 2019 whereby we have reached to an understanding to settle the old dues of Rs. 1.45 Crore at Rs. 40 Lacs out of which an amount of Rs. 10 lacs was paid as token amount at the time of agreement and remaining payment of Rs. 30 lacs was to be paid in three instalments of Rs. 13.44 lacs, 8.5 lacs and 8.06 lacs respectively. The company has paid all the installments as per the terms of settlement agreement dt. 27th November 2019.
  • (c) EPFO Dwarka, New Delhi vide its notice dated 09.12.2015 initiated enquiry u/s 14B of EPF and MP Act, 1952 levying INR 5.59 Lakhs against damages. IGIL vide its letter dated 11.01.2016 has requested EPFO Dwarka, New Delhi to waive damages of INR 5.59 Lakhs. Final order from EPFO Dwarka, New Delhi is awaited as on date.
  • (f) Deputy Commissioner of Income Tax, New Delhi passed an order u/s 271(1) (C) of the I.T. Act 1961 on 29.04.2015 imposing penalty of INR 4.05 Lakhs for A.Y. 2012-13 IGIL filed an Appeal on 27.05.2015 with Commissioner of Income Tax (Appeals), New Delhi challenging the DCIT order dated 29.04.2015 Commissioner of Income Tax (Appeals), New Delhi as on date.
  • (g) Central Excise dept. District Sidhi, Waidhan, ( M.P.) vide its notice dated 17.02.2003 raised demand of Rs. 5.12 Lakhs towards Excise duty, interest and penalty. IGIL is yet to retrieve further details of same from concerned department for taking necessary action
  • (h) State Sales Tax Authorities of Orissa, Madhya Pradesh & Chhattisgarh have also issued various Recovery Certificates for non-submission of C, F & 3B forms in relation to various site mixing slurries (SMS) Explosive units located in these states. IGH, is yet to retrieve further details of same from concerned department for taking necessary action. Sales Tax Authority of Orissa & M.P. issued R C for non submission of C,F & 3B forms.
  • (i) Sachin Chemical filed suit No. 194 of 2003 in Tis Hazari Court, New Delhi for recovery of Rs. 1.69 lakhs towards non-payment of Chemical Supplies. Matter is pending as ite was declared "SINE DIE" by virtue of SICA.
  • (i) Simalin Chemicals filed Civil Suit No 194/2003 before Civil Judge, Vadodra for recovery of 7.02. Lakhs.
  • (k) Scale Away has filed suit No. 35 of 2002 pending in Delhi Tis Hazari Court, New Delhi for recovery of Rs. 1.34 Lakh. Same is pending as on date.

Out of the total liability as stated in (a) to (d) above, provision to the tune of INR 289.68 lacs has already been provided by the Company. However, the said liability after taking into account the relief and concessions of Rehabilitation Scheme by the Horble Board for Industrial and Financial Reconstruction (BIFR) stands reduced to INR 43.45 lacs and is included under the line item "Provision for contingencies" which after writing off is now left to INR 3.45 lakh

REGD OFFICE AT: 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

INDO GULF INDUSTRIES LIMITED

REGD OFFICE AT: 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

5. Earnings per Share - The numerators and denominators used to calculate Basic / Diluted Earnings per Share

Particulars For the Year ended
31.03.2021
For the Year ended
31.03.2020
a) Amount used as the numerator $Profit/(Loss)$ after tax $-(A)$ 4,256,854 1,980,261
(b) Weighted average number of Equity shares outstanding used as the denominator for
computing Basic Earnings per share - (B)
9,567,270 9,567,270
c) Weighted average number of Equity shares outstanding used as the denominator for
computing Diluted Earnings per share - (C)
9,567,270 9,567,270
d) Nominal value of equity shares (')
e) Basic earnings per share (') (A/B)
1.00
0.44
1.00
0.21
f) Diluted earnings per share (') (A/C) 0.44 0.21

6 The Hon'ble Appellate Authority for Industrial and Financial Reconstruction (AAIFR) at its hearing held on 14th June, 2016 has, inter-alia, discharged the Company from the purview of The Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), since the networth of the company turned positive. Accordingly, the Company ceases to be a Sick Company.

7 Segment information

The Board of Directors has been identified as the Company's chief operating decision-maker (CODM) as defined by Ind AS 108 - Operating Segments. The Company is in the business of manufacturing of industrial explosive. Considering the core activities of the Company, the management is of the view that it is a single reportable business segment and hence, information relating to primary segment is not required to be disclosed. The information about secondary segment has not been furnished as there is no export revenue of the Company.

$\bf{8}$ Disclosure pursuant to Indian Accounting Standard-12 "Income Taxes"

Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in financial statements, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profits or loss at the time of the transaction.

Deferred income tax asset is recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax' losses can be utilized. Deferred income tax liabilities are recognized for all taxable temporary differences. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

9 Disclosure pursuant to Indian Accounting Standard - 36 on "Impairment of Assets"

Due to seizure of Company's explosive plant at Jhansi, the condition of the plant & machineries and other fixed assets thereat and the impairment loss, if any, in respect thereof could not be determined, pending which no provision for such impairments, if any, could be made in these accounts. In respect of new property, plant and equipment purchased and recognized during the year, no impairment loss is required to be recognized.

10 Disclosure pursuant to Indian Accounting Standard - 19 on "Employee Benefits"

During the year under review, no liability has accrued on account of long-term employee benefits payable by the Company. Hence, information as per the requirements of Indian Accounting Standard - 19 on "Employee Benefits" is not required to be disclosed.

11 Expenditure on Corporate Social Responsibilities (CSR) Activities

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company in view of the fact that the Company does not meet any of the financial criteria for applicabilty of CSR.

12 Disclosure under Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Company has neither given any loan nor has advanced any amount either during the current year ended 31st March, 2018 or during the previous year ended 31st March, 2017. Hence, the requirements under the said Schedule is not applicable to the Company and no information is required to be disclosed.

INDO GULF INDUSTRIES LIMITED REGD OFFICE AT : 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

13 Fair Value Measurements

A. Financial instruments by category

Financial liabilities

Other current liabilities

Borrowings

Total

Trade Payables

$(a)$

$(b)$

$(c)$

S.
No.
Particulars Amortized cost FVTOCI FVTPL
Non-Current Assets
(1) Financial assets ٠ ٠ ۰
Current Assets
(2) Financial assets
(a) Trade Receivables 14,819,116 ÷
(b) Cash and cash equivalents 2,635,274 ۰
(c) Bank balances other than (i) above 7,872,000 ٠
(d) Other current Assets 43,050,031 ۰
Total 68,376,421 $\blacksquare$
Non Current Liabilities
(3) Financial liabilities
(a) Borrowings 110,707,728 ٠
Current Liabilities

(Amount in INR) Total

14,819,116 2,635,274 7,872,000 43,050,031 68,376,421

110,707,728

52,813,833

38,656,708

21,092,522

223, 270, 791

.

$\bar{a}$

$\blacksquare$

i,

$\overline{\phantom{a}}$

As at 31st March, 2020 (Amount in INR)
S.
No.
Particulars Amortized cost FVTOCI FVTPL Total
Non-Current Assets
(1) Financial assets w. ٠ $\frac{1}{2}$
Current Assets
(2) Financial assets
(a) Trade Receivables 18,427,800 ٠ ٠ 18,427,800
(b) Cash and cash equivalents 2,766,578 ٠ ٠ 2,766,578
(c) Bank balances other than (i) above 660,000 ٠ $\frac{1}{2}$ 660,000
(d) Other current Assets 51,580,687 $\overline{\phantom{a}}$ × 51,580,687
Total 73,435,065 $\overline{\phantom{a}}$ $\blacksquare$ 73,435,065
Non Current Liabilities
(3) Financial liabilities
(a) Borrowings 78,143,159 ۰ ۰ 78,143,159
Current Liabilities
Financial liabilities
(a) Borrowings 67,101,781 ۰ ٠ 67,101,781
(b) Trade Payables 32,167,421 à. ۰ 32,167,421
(c) Other current liabilities 21,092,522 ۰ ۰ 21,092,522
198,504,883 $\blacksquare$ ۰ 198,504,883
Total

52,813,833

38,656,708

21,092,522

223,270,791

REGD OFFICE AT: 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

B. Valuation technique, methods and assumptions used to determine the fair values:

Fair value is a market-based measurement, not an entity-specific measurement. Under Ind AS, fair valuation of financial instruments is guided by Ind AS 113 "Fair Value Measurement" (Ind AS - 113).

In terms of Ind AS 113, the Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

C. Fair Value Hierarchy

This section explains the judgements and estimates based in determining the fair values of the financial instruments that are a) recognized and measured at fair value and

b) measured at amortized cost and for which fair value are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining the fair value, the Company has classified its financial three levels prescribed under Ind AS.

The following tables provides the fair value measurement hierarchy of the Company's assets and liabilities.

(i) Financial assets and financial liabilities measured at fair value as at 31st March 2021:

S.
No.
Particulars Level 1 Level 2 Level 3 Total
A. Financial assets [At amortized cost (current)]
Trade Receivables ٠ $\overline{\phantom{a}}$ 14,819,116 14,819,116
Cash and cash equivalents ۰ w. 2,635,274 2,635,274
Bank balances other than cash and cash equivalents ×, ۰ 7,872,000 7,872,000
Loans ۰ $\overline{a}$
Other financial assets $\overline{a}$ ÷ 1,348,938 1,348,938
Total financial assets $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ 26,675,329 26,675,329
В. Financial Liabilities [At amortized cost]
(a) Non-current
Borrowings ۰ ٠ 110,707,728 110,707,728
(b) Current
Borrowings ٠ ۰ 52,813,833 52,813,833
Trade Payables ۰ ۰ 38,656,708 38,656,708
Other financial liabilities ٠ ۰
Total financial liabilities ۰ 202,178,269 202,178,269

(Amount in INR)

REGD OFFICE AT: 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110901

(ii) Financial assets and financial liabilities measured at fair value as at 31st March 2020:

(Amount in INR)
S.
No.
Particulars Level 1 Level 2 Level 3 Total
A. Financial assets [At amortized cost (current)]
Trade Receivables ٠ $\,$ 18,427,800.00 18,427,800
Cash and cash equivalents 2,766,578 2,766,578
Bank balances other than cash and cash equivalents ÷ ÷ 660,000 660,000
Loans $\qquad \qquad \blacksquare$ $\sim$
Other financial assets $\sim$ $\sim$ 2,288,452 2,288,452
Total financial assets $\sim$ ۰ 24,142,830 24,142,830
B. Financial assets [At amortized cost]
(a) Non-current
Borrowings $\blacksquare$ 78,143,159 78,143,159
(b) Current
Borrowings 67,101,781 67,101,781
Trade Payables 32,167,421 32,167,421
Other financial liabilities ٠ $\sim$
Total financial liabilities ۰ ۰ 177,412,361 177,412,361

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value financial instruments that are not traded in an active market is determined using valuation techniques by maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

There have been no transfers between Level 1 and Level 2 either during the year ended 31st March, 2021 or during the year ended 31st March, 2020.

(iii) The carrying amount of cash and cash equivalents, bank balances other than cash and cash equivalents, and other current financial assets and financial Vliabilities are considered to be same as their fair value due to the short-term maturities of these instruments.

REGD OFFICE AT: 4237/11, 2ND FLOOR, NARENDRA BHAWAN 1, ANSARI ROAD, DARYAGANJ, EAST DELHI-110001

14 Financial risk management objectives and policies

$\sum_{\substack{1\leq i_1<\cdots< i_k\leq n}}\alpha_i\cdot\sum_{\substack{1\leq i_1<\cdots< i_k\leq n}}\alpha_i\cdot\sum_{\substack{1\leq i_1<\cdots$

The Company's principal financial liabilities comprise borrowings. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include cash and bank balances.

The table below summarises the maturity profile of the Company's financial liabilities based on contractual undiscounted payments.

S. No. Particulars
As at 31 st March 2021
Borrowings
Other financial liabilities
Less than 1 year
$\overline{\phantom{a}}$
۰
1 to 5 years
52,813,833
$> 5$ years
73,372,431
Total
126,186,264
۰ ۰
52,813,833 73,372,431 126,186,264
ω 18,502,945 59,640,215 78,143,160
78,143,160
As at 31st March 2020
Borrowings *
Other financial liabilities
¥ 18,502,945 59,640,215

15 Capital Management

For the purpose of the Company's capital management, capital includes issued equity capital and other equity attributable to the equity share-holders of the Company. The Company's objective when managing capital is to safeguard their ability to continue as a going concern so that they can continue to provide returns for shareholders and benefits for other stake holders.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March 2021 and 31st March 2020.

AS PER OUR REPORT OF EVEN DATE ATTACHED. FOR HEMANT ARORA & CO. LLP Chartered Accountants FIRM'S REGISTRATION NO. - 002141C/C400006

Kamal Nagpal (M. No. 408066) Partner

Rajesh Jain (Director) (DIN-012005)

R I (Chief Finance Officer)

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS INDO GULF INDUSTRIES LIMITED

anjay Choudhary (Director)

(DIN-08719847)

Ta nushree Purohit (Compnay Secretary)

Place of Signature: Dehradun Date: 06.07.2021