డైరెక్టర్ల నివేదిక Indo Gulf Industries Ltd.

Mar 31, 2024

Your Directors are pleased to present this Forty First Annual Report of the Company together with the Audited
Financial Statements and Auditors’ Report thereon for the Financial Year ended March 31, 2024.

Financial Highlights

Financial Results	2023-24	2022-23
Net Sales	17,924.53	20,695.38
Other Income	51.41	36.32
Profit before finance costs, depreciation and tax	447.05	826.33
Finance costs	68.58	27.35
Depreciation and amortization expense	152.37	121.29
Tax expense	78.32	34
Profit/(Loss) before exceptional and extra-ordinary items	147.78	643.69
Exceptional item	0	0
Net Profit/(Loss)	147.78	643.69
Balance to be carried forward to next year’s account	147.78	643.69

Performance, Future Outlook & Prospects

The Explosive Unit of the company is located at Village Koti, Sukhwa & Prithi Pura, Babina, Distt. Jhansi The
Company has achieved a total turnover of Rs 17,924.53/- during the year under scrutiny.

Production of Class 2 explosives (Slurry & Emulsion cartridge explosives) was 32260 MT as against 28555 MT in
previous year thereby an increase of 13%. The company has successfully executed several orders in the
infrastructure segment and institutional sector.

Similarly, the production of Detonating cord was 91.26 Million mtrs during the year 2023-24 as against 59.5
Million mtrs in previous year thus, an increase of 53%.

The company has also started selling its product PETN and it was 58.35 MT during the year 2023-24 and there was
no sale of PETN during the previous year and the company is looking for substantial growth in the production and
sale of this product in the coming years.

The Turnover of the company was Rs. 179.75 crores as compared to Rs. 207.31 crores in previous year thereby
there has been a reduction in turnover by 13.29% as compared to previous year. It may be noted that in terms of
quantity the production and sale of the company has gone up substantially, however, the turnover in terms of value
has come down mainly due to a huge reduction in the prices of Ammonium Nitrate which is the basic raw material
for manufacturing of Slurry and Emulsion Explosives and thereby reduction in the selling prices of this product.

In spite of all odds and the competitive scenario of the market, the company has been successful in achieving a
marginal profit of 2.26 crores before tax and 1.48 crores after tax

Share Capital, Reserves and Finance

The paid up Equity Share Capital of the Company as on March 31, 2024 was 95,67,000/- divided into 9567000
equity shares of ''''1/- each fully paid up. There was no change in the Share Capital during the year under review.

b) Transfer to Reserves

The company retained the entire surplus in the Profit and Loss Account and hence no transfer to General Reserve
was made during the year.

c) Finance

The Company has not defaulted on payment of any dues to the financial lenders.

Dividend

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

Deposits

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73
of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Change in the nature of business, if any

During the year, there was no change in the nature of business of the company.

Material changes and commitments after the reporting period.

There were no material changes and commitments affecting the financial position of the company which have
occurred between the end of the financial year of the Company to which these financial statements relate and the
date of this Report.

Particulars of Loan, Guarantees or Investments with Related Parties

The Company has not lent out any loans given, Investments made, Guarantees given or Securities provided covered
under the provisions of Section 186 of the Companies Act, 2013 for the year under review.

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.indogulfind.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.

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, One Director was paid remuneration during the year 2023-24.

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 1^st April, 2023 to 31^st March, 2024 was 12,29,035 KVAH
amounting to Rs. 1,10,78,525/-. 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

Mr. Sanjay Chaudhary, Managing Director, resigned from the position w.e.f. 15^th August, 2023. There were no
other changes in the Key managerial Personnel’s during the financial year under review.

Number of meetings of the Board

The Board met 5 times on 30.05.2023, 11.08.2023, 04.09.2023, 10.11.2023, 24.12.2023, 13.02.2024 during the
Financial Year 2023-2024. The gap between any two consecutive meetings was not exceeding 120 days.

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

Name of the Directors	Category	No. of meetings attended
Mr. Rajesh Jain	Non-Independent, Non-Executive Director	6
Mr. Ashok Sarkar	Independent, Non-Executive Director	6
Ms. Shivani Naithani	Independent, Non-Executive Director	6
Mr. Sanjay Chaudhary	Non-Independent, Executive Director	1
Mr. Guarav Kumar	Non-Independent, Executive Director	6

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

3) Ms. Shivani Naithani Independent

During the financial year ended 31^st March 2024, there were no instances of the Board not accepting the

recommendations of the Audit Committee. The Audit Committee met 4 times on 30.05.2023, 11.08.2023,
10.11.2023, 13.02.2024 during the financial year 2023-24. 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 me during the Financial Year 2023-24.

Name of the Directors	Position	No. of meetings attended
Mr. Rajesh Jain	Chairman	0
Ms. Shivani Naithani	Member	0
Mr. Ashok Sarkar	Member	0

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 2023-24 as there were no share transfer during the year.
Corporate Social responsibility committee

The Board at its Meeting held on 11^th August, 2023 constituted the Corporate Social Responsibility Committee
(CSR Committee). The committee met two times during the year under review on the following dates: 10.11.2023
and 13.02.2024.

The CSR committee comprised of the following members:

Name of the Directors	Position	No. of meetings attended
Mr. Rajesh Jain	Chairman	2
Ms. Shivani Naithani	Independent Director	2
Mr. Gaurav Kumar	Managing Director	2

However, the company could not identify any project to make the CSR contribution. The were unable to meet the
required infrastructure to deliver the project.

The company has ongoing discussions with several NGOs for new projects to execute in the upcoming years.

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.

Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of
the Annual Return as of March 31, 2024, on its website at www.indogulfind.com.

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.

Prevention of Sexual Harassment of Women at Workplace & Complaints received by the Sexual
Harassment Committee

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (“POSH Act”) along with the Rules made thereunder the Company has in place a policy in line
which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. 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 31.03.2024.

Vigil Mechanism

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board
of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of
the Listing Regulations. Your Company’s Whistleblower Policy encourages Directors and employees to bring to
your Company’s attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions
that affect the financial integrity of your Company, or actual or suspected instances of leak of unpublished price
sensitive information that could adversely impact your Company’s operations, business performance and/ or
reputation. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner
and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always
upheld.

Secretarial Standards

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of
Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2) and other voluntarily adopted Secretarial
Standards such as Secretarial Standard on Dividend (SS-3), Secretarial Standard on Report of the Board of Directors
(SS-4) issued by Institute of Company Secretaries of India

Corporate Social Responsibility Policy

The Corporate Social Responsibility Committee had formulated and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) which was subsequently adopted by it and is being implemented by the
Company.

Secretarial Auditors and Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, M/s Samir Bhatnagar & Companny,
Practicing Company Secretary, was appointed to undertake the secretarial audit for the financial year 2023-24. The
Secretarial Audit Report for the financial year 2023-24 is attached as Annexure “II” 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.

Auditors & Auditors’ Report

The observations of Auditors in their Report dated 30^th May, 2024 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 Statutory Auditors of the Company till the
conclusion of 44^th AGM i.e till the conclusion of Annual General Meeting Scheduled to be held in the year 2026-27.

Internal Auditor

In terms of Section 138 of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s.
Amit Mohan & Associates, Chartered Accountants, as Internal Auditors to conduct Internal Audit of the Company
for the financial year 2024-25.

There was no qualification, reservation or adverse remark disclaimer in the auditors report, cost audit report.

Cost Auditor

The Company has maintained cost records for relevant products prescribed by the Central Government under the
Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014. These records have been audited by
M/s. ASGC & Associates LLP, Cost Accountants during the financial year 2023-24.

The Board of Directors of the Company, on the recommendations of the Audit Committee, have

re-appointed M/s ASGC & Associates LLP Cost Accountants, as the Cost Auditors of the Company to conduct the

audit of the cost records of certain products for the financial year for 2024-25 and M/s. ASGC & Associates LLP,

Cost Accountants being eligible have consented to act as the Cost Auditors of the Company for the financial year

2024-25.

As per the provisions of Section 148(3) of the Companies Act, 2013, the remuneration of the Cost Auditors has to
be ratified by the Members and accordingly the resolution relating to the Cost Auditors'''' remuneration is being
placed before the Members for their ratification

Risk Management

a) The Risk Management committee assists the Board in ensuring that all material risks including but not
limited to the risks related to business operations, cyber security, safety, compliance and control financials
have been identified, assessed and adequate risks mitigation control are in place. It takes into consideration
the nature, scale and complexity of the business. Policy on risk assessment and minimization procedures is
annexed as Annexure-III

General

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

b) The Company has disclosed its related party transactions which may have potential conflict with the
interests of the Company at large. Thus, disclosure in Form AOC-2 is Annexed as Annexure-IV

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

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

Green Initiatives

Electronic Copies of the Annual Report 2023-24 and Notice of the 41^st Annual General Meeting are sent to all the
members whose email addresses are registered with the Company/ Depository Participant(s).

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: 30.05.2024 Sd/- Sd/-

Gaurav Kumar Rajesh Jain

Managing Director Director

DIN: 08063422 DIN: 01200520

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Mar 31, 2015

Dear Members,

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

Financial Results 2014-15 2013-14

Net Sales - -

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

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

Finance Costs - -

Depreciation and amortization expense 31,67,245 13,24,629

Tax expense - -

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

Exceptional items 3,62,25,000 -

Net Profit/(loss) 3,82,38,916 (12,74,145)

Add: Balance brought forward from the previous year (7,03,68,945) (6,90,94,800)

Less: Deduction on account of depreciation adjustment 33,610 - due to transitional provisions

Balance to be carried forward to next year's account (3,21,63,639) (7,03,68,945)

Performance, Future Outlook & Prospects

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

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

Dividend

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

Fixed Deposits

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

Directors

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

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

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

Directors' responsibility statement The Directors state that:

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

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

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

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

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

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

Corporate Governance

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

Listing of equity shares

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

Share Capital

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

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

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

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

Key managerial personnel

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

Number of meetings of the Board

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

Audit Committee

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

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

Nomination & Remuneration Committee

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

Board evaluation

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

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

Extract of annual return

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

Secretarial Audit Report

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

Auditors & Auditors' Report

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

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

General

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

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

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

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

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

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

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

By order of the Board For INDO GULF INDUSTRIES LIMITED

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

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Mar 31, 2014

Dear Members,

The Directors are presenting the Thirty First Annual Report and Audited Accounts of the Company for the year ended 31st March, 2014.

(Rs. in thousands)

Particulars Year ended Year ended 31st March, 2014 31st March, 2013

Net Sales - -

Other Income 570.09 779.56

Profit before Depreciation, Interest and Taxation 50.48 241.40

Less: Interest - 4590.96

Less: Depreciation 1324.63 1324.63

Loss before Tax 1274.15 5674.19

Less: Tax Expense - -

Loss for the year 1274.15 5674.19

PERFORMANCE

As reported in last year''s report, Hon''ble Board for Industrial and Financial Reconstruction (BIFR) vide its order dated 24.06.2010 had sanctioned the rehabilitation scheme of the company including the Scheme of Arrangement w.e.f. 1st October, 2008.

BIFR has granted certain relief and concession from various parties such as central and state Government and other agencies for the revival of the explosive division of the Company.

None of the Unit of the Company is in operation during the year.

FUTURE OUTLOOK & PROSPECTS

The Company is continuing to make all efforts to restart the explosive units.

The Company has submitted a Modified Draft Rehabilitation Scheme (MDRS) to SBI (Monitoring Agency) and Hon''ble Board for Industrial & Financial Reconstructions (BIFR) based on induction of co-promoter / strategic investor in IGIL and the same is yet to be approved by Hon''ble BIFR. Further, Hon''ble BIFR has permitted, transfer of 20% equity shares of the Company held by Balrampur Chini Mills Limited to co-promoter/strategic investor.

DIVIDEND

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

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the purview of Section 58A of the Companies Act, 1956.

DIRECTORS

Mr. Rajesh Jain was appointed as additional director with effect from 14th December, 2013. He is independent director and will hold office up to the date of the ensuing Annual General Meeting of the Company and will be eligible for appointment as Independent Director.

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

Mr. Vimal Kumar Jain, Mr. Shyam Lal Gouniyal and Mr. Gorachand Dutta are independent directors, whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of section 149 and other applicable provisions of the Companies Act, 2013, Mr. Vimal Kumar Jain, Mr. Shyam Lal Gouniyal and Mr. Gorachand Dutta are being eligible and offer themselves for appointment as Independent Directors for five consecutive years for a term upto 31st March 2019. The company received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, your directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed;

(ii) that 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 the year under review;

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

AUDITORS'' REPORT

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

AUDITORS

M/s Vipin Aggarwal & Associates, Chartered Accountants, Statutory Auditors of the Company retire and being eligible, offer themselves for reappointment.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, Managements Discussion and Analysis, a report on Corporate Governance together with the Certificate from Practicing Company Secretary''s on the compliance of conditions of the Corporate Governance forms part of the Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the requirement of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the statement showing particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed hereto and form a part of this report.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees who were drawing remuneration as prescribed in section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 either for full year or for a part of the year under review.

ACKNOWLEDGEMENTS

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

By order of the Board For INDO GULF INDUSTRIES LIMITED

Sd/- Sd/-

Place : New Delhi Dr. Arvind Krishna Saxena Vimal Kumar Jain

Date : 28.04.2014 Director Director

---

Mar 31, 2013

Dear Members,

The Directors are presenting the Thirtieth Annual Report and Audited Accounts of the Company for the year ended 31st March, 2013.

(Rs. in thousands)

Year ended Year ended Particulars 31st March, 2013 31st March, 2012 Net Sales - -

Other Income 779.56 93.16

Profitless) before Depreciation, Interest and Taxation 241.40 (2282.86)

Less: Interest 4590.96 3902.58

Less: Depreciation 1324.63 1324.63

Loss before Tax 5674.19 7510.07

Less: Tax Expense Loss for the year 5674.19 7510.07

PERFORMANCE

- As reported in last year''s report, Hon''ble Board for Industrial and Financial Reconstruction (BIFR)vide its order dated 24.06.2010 had sanctioned the rehabilitation scheme of the company including the Scheme of Arrangement w.e.f. 1« October, 2008.

- BIFR has granted certain relief and concession from various parties such as central and state Government and other agencies for the revival of the explosive division of the Company.

« None of the Unit of the Company is in operation during the year.

FUTURE OUTLOOK & PROSPECTS

The Company is continuing to make all efforts to restart the explosive units. Further the holding company has provided the necessary funds for the operation.

DIVIDEND

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

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the purview of Section 58A of the Companies Act, 1956 .

DIRECTORS

Mr. Vimal Kumar Jain, director of the company, retire from the Board by rotation at this Annual General Meeting and being eligible for re-election.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, your directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed;

(ii) that 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 the year under review;

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

AUDITORS'' REPORT

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

AUDITORS

M/s Vipin Aggarwal & Associates, Chartered Accountants, Statutory Auditors of the Company retire and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with section 224 of the Companies Act, 1956.

CORPORATE GOVERNANCE t

As per clause 49 of the Listing Agreement with the Stock Exchanges, Managements Discussion and Analysis, a report on Corporate Governance together with the Certificate from Practicing Company Secretary''s on the compliance of conditions of the Corporate Governance forms part of the Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the requirement of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the statement showing particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed hereto and form a part of this report.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees who were drawing remuneration as prescribed in section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 either for full year or for a part of the year under review.

ACKNOWLEDGEMENTS

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

By order of the Board

For INDO GULF INDUSTRIES LIMITED

Sd/- Sd/-

Place : New Delhi Dr. Arvind Krishna Saxena Vimal Kumar Jain

Date : 23.04.2013 Director Director

---

Mar 31, 2012

The Directors are presenting the Twenty-Ninth Annual Report and Audited Accounts of the Company for the year ended 31st March, 2012.

(Rs in thousands)

Year ended 18 months

Particulars 31st March, 2012 period ended

31st March, 2011

Net Sales - -

Other Income 93.16 47845.71

Loss before Depreciation, Interest and Taxation (2282.86) (6340.50)

Less: Interest 3902.58 2558.88

Less: Depreciation 1324.63 10294.40

Loss before Tax (7510.07) (19193.78)

Less: Tax Expense - -

Loss for the year (7510.07) (19193.78)

PERFORMANCE

- As reported in last year's report, Hon'ble Board for Industrial and Financial Reconstruction (BIFR) vide its order dated 24.06.2010 had sanctioned the rehabilitation scheme of the company including the Scheme of Arrangement w.e.f. 1st October, 2008.

- BIFR has granted certain relief and concession from various parties such as central and state Government and other agencies for the revival of the explosive division of the Company.

- None of the Unit of the Company is in operation during the year.

FUTURE OUTLOOK & PROSPECTS

The Company is continuing to make all efforts to restart the explosive units. Further the holding company has provided the necessary funds for the operation.

DIVIDEND

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

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the purview of Section 58A of the Companies Act, 1956.

DIRECTORS

Mr. Anup Kumar Acharya and Mr. Gauri Shankar Agarwala ceased as director of the Company with effect from 13th September, 2011 & 23rd September, 2011 respectively. The Board places on record its high appreciation for the valuable services rendered by Mr. Acharya and Mr. Agarwala during their tenure as director of the Company.

Mr. Shyam Lai Gouniyal was appointed as additional director with effect from 23rd September, 2011. He will hold office up to the date of the ensuing Annual General Meeting. The Company received a notice under Section 257 of the Companies Act, 1956 from a member proposing Mr. Shyam Lai Gouniyal as a director of the Company.

Mr. Gorachand Dutta was appointed as additional director with effect from 23rd September, 2011. He will hold office up to the date of the ensuing Annual General Meeting. The Company received a notice under Section 257 of the Companies Act, 1956 from a member proposing Mr. Gorachand Dutta as a director of the Company.

Dr. Arvind Krishna Saxena, director of the company, retire from the Board by rotation at this Annual General Meeting and being eligible for re-election.

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed;

(ii) that 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 the year under review;

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the accounts for the financial year ended 31 st March, 2012 on a going concern basis.

AUDITORS REPORT

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

AUDITORS

M/s Vipin Aggarwal & Associates, Chartered Accountants, Statutory Auditors of the Company retire and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with section 224 of the Companies Act, 1956.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, Management's Discussion and Analysis, a report on Corporate Governance together with the Certificate from Practicing Company Secretary's on the compliance of conditions of the Corporate Governance forms part of the Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the requirement of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the statement showing particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed hereto and form a part of this report.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees who were drawing remuneration as prescribed in section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 either for full year or for a part of the year under review.

ACKNOWLEDGEMENTS

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

By order of the Board

For INDO GULF INDUSTRIES LIMITED

Sd/- Sd/-

Place : New Delhi Dr. Arvind Krishna Saxena Shyam Lai Gouniyal

Date : 12.05.2012 Director Director

---

Mar 31, 2011

The Directors are presenting the Twenty-Eighth Annual Report and Audited Accounts of the Company for the 18 Months period ended 31st March, 2011

(Rs. in thousands)

Particulars 2009-11 2008-09

Net Sales — 478039.32

Other Income 47822.82 15983.85

Profit/(Loss) before Depreciation, Interest and Taxation (6363.40) 6024.01

Less : Interest 2535.99 99774.82

Less : Depreciation 10294.40 41720.73

Profit/(Loss) before Tax (19193.79) (135471.54)

Less: Provision for Tax — 20.00

Profit/(Loss) after Tax (19193.79) (135491.54)

Write back(Net) on account of BIFR Scheme 13173.01 —

Net Profit/(Loss) after Tax (6020.78) (135491.54)

Balance brought forward from previous year (896456.84) (760965.30) Effect of Restructuring

Amount Transferred from Debenture Redemption Reserve 100.00 —

Adjustment on account of Capital Restructuring 721649.74 —

Loss relating to 2008-09 of Maizapur unit transferred, 124817.35 —

Profit/(Loss) Carried over to Balance sheet (55910.53) (896456.84)

PERFORMANCE

Honble Board for Industrial and Financial Reconstruction(BIFR) vide its order dated 24.06.2010 had sanctioned the rehabilitation scheme of the company including the Scheme of Arrangement w.e.f 1st October, 2008. As per the Sanctioned Scheme:

- The Equity share capital of the Company has been reduced by 90% and every equity share of Rs. 10/- each became the equity share of Rs. 1/- each fully paid up. The unpaid portion of the partly paid equity shares amounting to Rs. 7.49 lacs after restructuring has been paid by the promoters i.e Balrampur Chini Mills Ltd (BCML).

- The Sugar Division of the Company situated at Maizapur.Dist-Gonda, U.P has been Demerged from the company and Merged with Balrampur Chini Mills Limited, BCML had issued and allotted one equity share of Rs. 1/- each fully paid up of BCML.for every 100 equity shares of Rs. 1/- each (post restructuring), held by such member in the IGIL.

- BIFR has granted certain relief and concession from various parties such as central and state Government and other agencies for the revival of the explosive division of the Company.

With the permission of the Registrar of Companies, Delhi the Accounting year of the Company has been extended by six months and the current Accounting Year is from 01.10.2009 to 31.03.2011.

FUTURE OUTLOOK & PROSPECTS

The Management is making efforts to restart the explosive division. Further the holding company has provided the necessary funds for the operation.

DIVIDEND

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

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the purview of Section 58A of the Companies Act, 1956

DIRECTORS

Mr Gauri Shankar Agarwala will retire from the Board by rotation at this Annual General Meeting and being eligible, offers himself for reappointment. Your Directors recommend his re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement,

your directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

AUDITORS REPORT

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

AUDITORS

M/s Vipin Aggarwal & Associates, Chartered Accountants, Statutory Auditors of the Company retire and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with section 224 of the Companies Act, 1956.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, a report on Corporate Governance together with the Certificate from Practicing Company Secretarys on the compliance of conditions of the Corporate Governance forms part of the Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the requirement of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the statement showing particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed hereto and form a part of this report.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees who were drawing remuneration as prescribed in section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 either for full year or for a part of the year under review.

ACKNOWLEDGEMENTS

Your directors wish to place on record their appreciation for co-operation and support extended by the Bankers, other Financial Agencies and employees of the company.

By order of the Board For INDO GULF INDUSTRIES LIMITED

Sd/- Sd/-

Place : New Delhi Dr. Arvind Krishna Saxena Vimal Kumar Jain

Date : 09.05.2011 Director Director

---

Sep 30, 2009

The Directors have pleasure in presenting the Twenty-Seventh Annual Report and Audited Accounts of the Company lor the year ended 30th September, 2009.

(Rs.in thousands)

Particulars Year ended Year ended 30.09.09 30.09.08

Sales and other Income 494023.17 301244.54

Profit/(Loss) before Depreciation, Interest and Taxation 6024.01 461.60

Less: Interest 99774.82 104298.82

Less: Depreciation 41720.73 42590.07

Profit/(Loss) before Tax (135471.54) (146427.29)

Provision for Tax (20.00) (165.19)

Net Profit/(Loss) (135491.54) (146592.48)

Add: Balance brought forward from previous year (760965.30) (614372.82)

Loss Carried over to Balance sheet (896456.84) (760965.30)

PERFORMANCE

The Maizapur unit of the Company commenced crushing operations for the season 2008-2009 w.e.f 5th December, 2008. The quantitative performance results of season 2008-09 and 2007-08 were as under:

S.No. Season 2008-09 2007-08

1. Crushing Capacity (TCP) 3000 3000

2. Start of Crushing Season 05.12.2008 6.12.2007

3. Closed of Crushing season 11.02.2009 31.03.2008

4. Sugar Cane Crush (Lacs Qutls) 13.09 29.71

5. Recovery 8.42% 9.63%

6. Sugar Production (Lacs Qutls) 1.10 2.87

Crushing of sugarcane and production of Sugar during the season 2008-09 was substantially lower at 13.09 lacs quintal and 1.10 lac quintal as against 29.71 lacs quintal and 2.87 lac quintal respectively in the preceding year. Recovery was also lower at 8.42% as against 9.63% in the previous season. The main reason for lower crushing was owing to lower availability of sugarcane due to conscious switch over by the farmers to other crops like wheat and paddy etc. on account of better realisation. None of the explosive units of the Company is in operation during the year.

CANE AND SUGAR POLICY

The UP Government has issued a Notification dated 23rd October, 2009 by which the State Advised Cane Price (SAP) has been fixed for all the sugar factories for the season 2009-10 in UP, which is Rs 162.50 per quintal for rejected varieties, Rs 165.00 for Normal varieties and Rs 170.00 for early maturing varieties. The Central Government has increased the levy sugar component from 10% in season 2008-09 to 20% for season 2009-10 to meet the requirement under public distribution system at Subsidized rates. Further, imported raw-sugar and white sugar do not have levy sugar obligation.

LEGAL CASES RELATED TO CANE ARREARS

1. The State Govt, vide order dated 26.12.2006 fixed State Advised Price for the season 2006-07 at Rs.122.50, Rs. 125.00,and Rs. 130/- per quintal for rejected, normal and early varieties respectively. The Allahabad High Court vide order dated 19.12.2007 quashed the State Advised Price. SLPs were filed against this order by the State and cane growers before the Honble Supreme Court.

2. The Honble Supreme Court vide order dated 27.2.2008 fixed interim price of sugarcane as Rs. 115/-, Rs. 118/- and Rs. 123/- per quintal for rejected, normal and early varieties respectively.

3. The State Govt, vide its order dated 30.10.2007 fixed State Advised Cane Price for the season 2007-08 as fixed for the season 2006-07. This cane price was again challenged by the sugar industry before the Allahabad Bench and Lucknow Bench of Allahabad High Court. The Lucknow Bench vide order dated 7.7.2007 upheld the State Advised Price for the season 2007-08 and the Allahabad Bench quashed the SAP. Both these orders were challenged in the Honble Supreme Court by various SLPs.

4. The Honble Supreme Court vide order dated 8.9.2008 fixed an interim price of sugarcane as Rs. 110/- per quintal for the season 2007-08. The SLPs are pending in the Honble Supreme Court. The industry has paid its cane dues for 2007-08 as per the interim order.

5. The State Govt vide order dated 18.10.2008 had fixed SAP for the crushing season 2008-09 at Rs. 137.50, Rs.140/- and Rs. 145/- per qtl for rejected, normal and early varieties. The sugar factories had challenged the State Governments Order dated 18.10.2008 in Allahabad High Court. The Writ Petition filed by the Sugar Industry challenging the SAP for the season 2008-09 was dismissed by Allahabad High Court on 8.12.2008. The sugar factories have challenged this judgment in the Supreme Court. This SLP is also pending in the Honble

Supreme Court. In the meantime considering the various factors your company has paid on the basis of the price fixed by the State Government.

FUTURE OUTLOOK & PROSPECTS

As you are aware that Board for Industrial & Financial Reconstruction had vide its Order dated 23rd October, 2008 declared Indo Gulf Industries Ltd (IGIL) a Sick Industrial Company in terms of Section 3(1 )(o) of the Sick Industrial Company (Special Provisions) Act, 1985 and appointed State Bank of India (SBI) as Operating Agency under Section 17(3) of the Act to examine the viability of the Company and formulate a rehabilitation scheme based on the IGIL proposal for its revival.

IGIL submitted a Draft Rehabilitation Scheme to SBI which is based on demerger of Sugar unit of the Company, situated at Maizapur, U.P. and merger of the said sugar unit with the holding Company Balrampur Chini Mills Ltd(BCML) The explosive unit of IGIL is proposed to be continued as the sole unit of IGIL in the draft rehabilitation Scheme. The State Bank of India after examining the viability of the Scheme has submitted the same to the BIFR for their needful and approval.

DIVIDEND

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

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits within the purview of Section 58A of the Companies Act, 1956

DIRECTORS

Mr Vimal Kumar Jain will retire from the Board by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

Your Directors recommend his re-appointment.

Mr Anup Kumar Acharya will retire from the Board by rotation at this Annual General Meeting and being eligible, offers himself for reappointment.

Your Directors recommend his re-appointment.

Mr Shiv Bhagwan Khowala has resigned from the Board w.e.f 16th Nonember,2009.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, your directors hereby confirm:

(i) that in the preparation of the annual accounts for the financial year ended 30th September, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended 30th September, 2009 on a going concern basis.

AUDITORS REPORT

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

AUDITORS:

M/s Vipin Aggarwal & Associates, Chartered Accountants, Statutory Auditors of the Company retire and being eligible, offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with section 224 of the Companies Act, 1956.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with the Stock Exchanges, Managements Discussion and Analysis, a report on Corporate Governance together with the Certificate from Practicing Company Secretary on the compliance of conditions of the Corporate Governance forms part of the Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the requirement of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the statement showing particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed hereto and form a part of this report.

PARTICULARS OF EMPLOYEES

During the year under review there were no employees who were drawing remuneration as prescribed in section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 either for full year or for a part of the year under review.

ACKNOWLEDGEMENTS

Your directors wish to place on records their appreciation for co-operation and support extended by the Bankers, other Financial Agencies and employees of the company.

By Order of the Board For INDO GULF INDUSTRIES LIMITED Sd/- Sd/- Place: New Delhi Dr. Arvind Krishna Saxena Vimal Kumar Jain Date : 16.11.2009 Director Director