Dear Shareholders,
Your Directors are pleased to present the 29th Annual Report of your Company and the
Audited Financial Statements for the financial year ended
31stm arch, 2023.
Financial Highlights
( Rs. in lakhs)
| particulars |
Standalone |
Consolidated |
|
For the financial year ended |
For the financial year ended |
|
31stm arch, 2023 |
31stm arch, 2022 |
31stm arch, 2023 |
31stm arch, 2022 |
| total revenue |
1,111.44 |
427.17 |
16,768.35 |
16,593.67 |
| Other income |
55.06 |
119.85 |
1,164.41 |
3,501.74 |
Less: Expenditure |
83.17 |
273.91 |
15,795.92 |
15,648.88 |
| Profit/ (Loss) before Depreciation, Finance costs, Exceptional items and |
|
|
|
|
| tax expense |
1,083.33 |
273.11 |
2136.84 |
4,446.53 |
Less: Depreciation |
292.65 |
151.47 |
619.61 |
472.04 |
| Profit / (Loss) before Finance costs, Exceptional items and Tax expense |
790.68 |
121.64 |
1,517.23 |
3,974.49 |
Less : Finance Cost |
579.28 |
210.95 |
3,576.44 |
3,288.20 |
| Profit / (Loss) before Exceptional items and Tax expense |
211.40 |
(89.31) |
(2059.21) |
686.29 |
Add/(Less): Exceptional items |
0 |
0 |
0 |
0 |
| Profit / (Loss) before Tax expense |
211.40 |
(89.31) |
(2,059.21) |
686.29 |
Less: Tax expense |
14.36 |
41.90 |
(25.64) |
318.25 |
| Profit /(Loss) for the financial year |
197.04 |
(131.21) |
(2,033.57) |
368.04 |
| Share of profit from associate |
|
|
6.33 |
14.64 |
| Net Profit for the financial (before minority interest in case of
Consolidated) |
|
|
(2,027.24) |
382.68 |
| Less: Minority Interest (in case of consolidated) |
|
|
(634.01) |
(124.91) |
| Net Profit for the financial (after minority interest in case of
Consolidated) |
|
|
(1,393.23) |
507.59 |
RESULTS OF OPERATIONS
During the financial year under review, the Company along with subsidiaries/associate
companies provided a bouquet of services to their customers. the Company on a standalone
basis has recorded profit before exceptional items and tax from operations of Rs. 211.40
Lakhs for the financial year 2022-2023 as against loss of Rs. 89.31 Lakhs in the
corresponding previous financial year. Profit after exceptional items tax from operations
stood at Rs. 197.04 Lakhs for the financial year 2022 2023, as against loss of Rs.131.21
Lakhs in the previous financial year.
SUBSIDIARY COMPANIES
As on 31st march, 2023, the Company has 5 (Five) direct subsidiaries, 1(One)
step-down subsidiary and 2 (two) associate companies/fellow subsidiaries, as follows:
Direct Subsidiaries:
1. Inditrade Fincorp limited.
2. Inditrade Business Consultants limited.
3. Inditrade Microfinance Limited.
4. Inditrade Technologies Limited.
5. Inditrade Community Foundation - a Section 8 Company incorporated to primarily
undertake CSr activities of the Inditrade Group.
Step-down Subsidiary:
1. Inditrade Scalerator limited
Associate Companies
1. Inditrade rural marketing limited
2. Inditrade Insurance Broking private limited
ACCOUNTS OF SUBSIDIARY AND ASSOCIATE COMPANIES
The Board of directors (including audit Committee) have reviewed the affairs of the
subsidiary and associate companies and the salient features of their financial statements
in the prescribed format Form aOC-1 are annexed as annexure-i.
The audited financial statements of the subsidiary companies and the related detailed
information will be made available to the Shareholders of the Company at the Registered
Office of the Company and on the Company website www.inditrade.com, under the
‘Investor Relations' section.
RESERVES
The Board of directors of your Company has decided not to transfer any amount for the
financial year under review to the Reserves.
DIVIDEND
Due to pressure on the liquidity and business operations post-COVId-19 pandemic and
keeping in mind the principle of shared prosperity and sacrifice, it is decided by the
Board of Directors that it would be prudent, not to recommend any dividend for the
financial year under review.
MAJOR EVENTS THAT HAVE OCCURRED DURING THE FINANCIAL YEAR
Following major events have occurred during the financial year under review: a) State
of the Company's affairs:
(i) Changes in the shareholding of the Subsidiaries: during the year, Inditrade
Business Consultants limited, subsidiary of the Company had transferred its holdings in
Inditrade rural marketing limited (Irml) to its fellow subsidiary Inditrade Fincorp
limited (IFl). as on 31st march 2023, Irml continues to be an associate company
(as defined in Section 2(6) of the Companies act, 2013) of Inditrade Capital limited by
virtue of shares held by Inditrade Fincorp limited (IFl).
b) Change in nature of business by the subsidiaries: carried
There are no significant on by the subsidiaries of the Company wherein the impact of
such changes is 10% or more of the consolidated turnover or consolidated net worth of
Inditrade Capital limited.
c) Material changes and commitments, if any, affecting the financial position of the
Company having occurred since the end of the financial year and till the date of this
report:
There are no material changes affecting the financial position of the Company which
have occurred since the end of the financial year and till the date of this report
ISSUE OF SHARES ON RIGHTS BASiS
The Board of directors of Inditrade Capital limited at its meeting held on 3rd
november, 2022 had decided to issue shares on rights basis to eligible equity shareholders
at issue price of Rs. 45/- per share (including premium of Rs.35/- per share) at right
entitlement ratio of 5:13 and issue size aggregating approximately to Rs.40.42 Crores. The
Company has also constituted a rights Issue Committee to decide upon the terms and
conditions of the rights issue and to deal with other matters in connection with/
incidental to the proposed rights issue.
ISSUE OF SWEAT EQUITY SHARES
The Company has not issued Sweat Equity Shares during the financial year under review
and hence the disclosure as required under Section 54 read with rule 8(13) of the
Companies (Share Capital and Debentures) Rules, 2014, is not required to be made.
EQUITY SHARES WITH DiFFERENTIAL VOTING RIGHTS
The Company has not issued equity Shares with differential voting rights during the
financial year under review and hence the disclosure as required under Section 43 read
with rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, is not
required to be made.
MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies act, 2013.
CAPITAL STRUCTURE
As on date of this report, the authorized Share Capital of the Company is Rs.
40,00,00,000/- (Rupees Forty Crore only) divided into 4,00,00,000 (Four Crore) equity
Shares of rs. 10/- each and the issued, subscribed and paid-up share capital of the
Company is rs. 23,35,36,260 (rupees twenty-three Crores thirty-Five lakhs thirty-Six
thousand two Hundred and Sixty only) divided into 2,33,53,626 (two Crores thirty-three
lakhs Fifty-three thousand Six Hundred and twenty-Six) equity Shares of rs. 10/- each.
There was no change in the Share Capital Structure of the Company during the financial
year under review.
ANNUAL RETURN
As required under Section 134(3)(a) of the Companies Act, 2013, the Annual Return for
the Financial Year 2022-2023 is available on Company's Website and can be accessed at
https://www.inditrade. com/investor-relationship.aspx.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance and
adherence to the corporate governance requirements set out by the Securities and exchange
Board of India (SeBI) and the Companies act, 2013. the Company strives to achieve fairness
for all stakeholders and to enhance long-term value to Shareholders.
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
disclosure requirements) regulations, 2015, a separate section on Corporate Governance
practices followed by the Company together with the certificate from BVR & Associates
Company Secretaries llp forms an integral part of this annual report.
BOARD MEETINGS
The Board meetings of the Company were held with requisite notice and with a valid
quorum. The Board met 4 (four) times during the Financial Year 2022-2023 on 24th
may 2022, 2nd august 2022, 3rd november 2022 and 31st
January 2023. the maximum interval between any two Board meetings did not exceed 120 days.
details of the composition of the Board meetings held, attendance of the directors at such
meetings and other relevant details are provided in the Corporate Governance report.
AUDIT COMMITTEE
The composition of the Audit Committee is as below:
a) Mr. Brij Gopal daga (Chairman) - non-executive Independent director.
b) Mr. Kerachan ayyappan Somasekharan (member) - non-executive Independent director.
c) Mr. radhakrishna nair (member) - non- executive and Independent director.
d) Mrs. Jhuma Guha (member) - non- executive director.
There were no changes in the composition of the audit Committee during the financial
year under review.
During the Financial Year 2022-2023, all the recommendations made by the members of the
audit Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The composition of the nomination and remuneration Committee is as below:
a) Mr. Kerachan ayyappan Somasekharan (Chairman) - non-executive Independent director.
b) Mr. Brij Gopal daga (member) - non-executive Independent director.
c) Mrs. Jhuma Guha (member) - non-executive director. there were no changes in the
composition of the nomination and Remuneration Committee during the financial year
underreview During the Financial Year 2022-2023, all the recommendations made by the
members of the nomination and remuneration Committee were accepted by the Board.
STAKEHOLDERS RElATIONSHIP COMMITTEE
The composition of the Stakeholders relationship Committee is as below:
a) Mr. Kerachan ayyappan Somasekharan (Chairman) - non-executive Independent director.
b) Mr. Brij Gopal daga (member) - non-executive Independent director.
c) Mrs. Jhuma Guha (member) - non-executive director. there were no changes in the
composition of the Stakeholders Relationship Committee during the financial year under
review
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions related to CSr activities under Section 135 of the Companies act, 2013
were not applicable to the Company for the financial year under review, since the
Company's net worth, turnover and net profit was below the threshold specified therein.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st march, 2023, the Board of your Company consisted of eight
directors namely, mr. Sudip Bandyopadhyay - non-executive Director (DIN: 00007382), Mr.
Brij Gopal Daga - Independent Director (DIN: 00004858), Mr. Radhakrishna Nair -
Independent Director (DIN: 07225354), Mr. Kerachan Ayyappan Somasekharan- Independent
Director (DIN: 01573721), Mr. Sivanandhan Dhanushkodi - Independent Director (DIN:
03607203), Mr. Sudhangshu Shekhar Biswal - Independent Director (DIN: 07580667), Mrs.
Jhuma Guha - Non-Executive Director (DIN: 00007454) and Mr. Anand Kamalkishore Maliwal -
Non-Executive Director (DIN: 07474039).
As per the provisions of the Companies a ct, 2013, Mr. Sudip Bandyopadhyay (DIN:
00007382), is retiring by rotation at the ensuing 29thannual General meeting
and being eligible has offered himself for re-appointment which has been recommended by
the nomination and remuneration Committee and the Board of directors of the Company and
the notice for the ensuing 29tha nnual General meeting contains the details of
the said re-appointment. all the Independent directors of the Company have complied with
the requirements laid down under rule 6 of the Companies (appointment and Qualification of
Directors) Rules, 2014.
As per the provisions of Regulation 17(1A) inserted by the SEBI (Listing Obligations
and disclosure requirements) (amendment) regulations, 2018, your company seeks approval of
shareholders for the continuation of Directorship of Mr. K. A. Somasekharan (DIN:
01573721) who will be attaining the age of 75 years on 15th July, 2024, as Non-Executive
Independent director of the Company for the remaining period of his existing term in
office upto 14 th February, 2026.
None of the Directors of the Company are disqualified for being appointed as directors,
as specified in Section 164 (1)/ Section 164(2) and Rule 14(1) of Companies (Appointment
and Qualification of Directors) Rules, 2014. Mr. naveen Kumar Jain, relinquished his
position as Chief Financial
Officer (KMP) with effect from close of business hours of 3rd november, 2022
which was accepted by the Board of directors. He was redesignated as Group Chief Risk
& Strategy Officer of the Company. the Board placed on record its appreciation for the
valuable services rendered by him during his tenure as the Chief Financial Officer of the
Company. the following are the Key managerial personnel of the Company as on 31st
March, 2023:
Ms. Maya Menon - Company Secretary cum Compliance
Officer & Manager
Mr. Ravi Prakash Jain was appointed as Chief Financial Officer (KMP) of the Company
with effect from 2nd may 2023 in accordance with Section 203 of the Companies
act 2013.
EVALUATION BY BOARD OF ITS PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
The Board has carried out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of the Committees of the
Board. the Board performance was evaluated based on inputs received from all the directors
after considering criteria such as Board composition and structure, effectiveness of
Board/ Committees processes, information provided to the Board, etc. the Board (excluding
the director being evaluated) have also evaluated the performance of Independent and
non-Independent
Directors, fulfilment from the management, performance of the Board as a whole and that
of the Chairman of the meetings/Committees.
POLICY ON APPOINMENT AND REMUNERATION OF DIRECTORS INCLUDING INDEPENDENT DIRECTORS, KEY
MANAGERIAL PERSONS AND SENIOR MANAGEMENT
The Company has a nomination and remuneration policy for the performance evaluation of
the individual directors, the Board as a whole and its Committees. the nomination and
remuneration
Committee is responsible for identifying persons who are qualified to become directors
and who may be appointed in the senior management positions in accordance with the
criteria laid down in the nomination and remuneration policy. the Committee also reviews
the policy regarding the criteria for appointment and remuneration of directors including
Independent directors, Key managerial persons and Senior management. the Committee also
recommends to the Board, the appointment of any new directors/Key managerial personnel or
removal of the existing directors/Key managerial personnel. the Committee recommends to
the Board as to whether to extend or continue the term of appointment of the Independent
directors, on the basis of the report of performance evaluation of Independent directors.
after carefully evaluating and analyzing the recommendations of the nomination and
remuneration Committee, the Board of directors of the Company decide whether to appoint a
new director/Key managerial personnel or remove an existing director/ Key managerial
personnel, as the case may be. the nomination and remuneration Committee of the Company
oversees the implementation of the nomination and remuneration policy of the Company. the
composition of the nomination and remuneration Committee and other relevant details are
provided in the Corporate Governance report. the nomination and remuneration policy of the
Company is available on the Company's website at the below mentioned link:
https://www.inditrade.com/policies.aspx the salient features of the nomination and
remuneration policy (‘the policy') are as follows:
a. the policy has been framed in accordance with the relevant provisions of the
Companies act, 2013 and the SeBI (listing Obligations and disclosure requirements)
regulations, 2015.
b. The policy spells out the criteria for determining qualifications, positive
attributes, independence of a director and the remuneration of directors, Key managerial
personnel and Senior management including functional heads.
c. The Committee has the discretion to decide whether the qualification, expertise and
experience possessed by a person are sufficient/ satisfactory for the concerned position.
no Independent director shall hold office for more than two consecutive terms of maximum 5
years each. In the event the same person is to be appointed as an Independent Director
after two consecutive terms of five years, a cooling period of 3 years is required to be
fulfilled.
d. The director, Kmp and Senior management shall retire as per the applicable
provisions of the Companies act, 2013 and the prevailing policy of the Company. the Board
will have the discretion to retain the director, Kmp, Senior management in the same
position/ remuneration or otherwise even after attaining the retirement age, for the
benefit of the Company.
e. the remuneration/ commission shall be in accordance with the statutory provisions of
the Companies act, 2013 and the rules made thereunder for the time being in force.
f. deviations on elements of this policy in extraordinary circumstances, when deemed
necessary in the interests of the Company, will be made if there are specific reasons to
do so in an individual case.
g. In case of any amendment(s), clarification(s), circular(s) etc. issued by the
relevant authorities, not being Related Party Transactions made consistent with the
provisions laid down under the Policy, then such amendment(s), clarification(s),
circular(s) etc. shall prevail upon the provisions hereunder and the nomination and
remuneration Committee shall amend the policy accordingly.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent directors of the Company have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16 of the SEBI l (Listing Obligations and disclosure requirements) regulations,
2015. They have also given a declaration affirming compliance with the code of conduct of
the Company.
The Board of directors is of the opinion that the Independent directors of the Company
possess integrity, necessary expertise and experience.
EMPLOYEE STOCK OPTION PLAN (ESOP)
In order to attract and retain talent, the Company has put in place - Inditrade
employee Stock Option plan 2016, which is in compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) regulations, 2021. disclosure as required under SeBI
regulations read with SeBI circular no. CIR/CFD/POLICYCELL/2/2015 dated June 16, 2015 has
been made available at the Company website at www.inditrade.com.
INITIATIVES WITH REGARD TO THE HEALTH AND SAFETY OF THE EMPLOYEES
The Company had taken various initiatives for ensuring the health and safety of
employees of the Inditrade group of companies. Sanitation and fumigation of offices was
regularly done. All the directives of the Central Government and the applicable State
Governments were duly followed regarding the functioning of offices. Work from home option
was provided to the employees. Further the Company has provided for health insurance
policies for the employees.
DEPOSITS
During the financial year under review, your Company does not hold/ has not accepted
any deposits within the meaning of Chapter V of the Companies act, 2013 and the rules made
thereunder.
PARTICULARS OF EMPLOYEES
Disclosure as stipulated under rule 5 of the Companies (appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as annexure-ii.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of Investments, loans or Guarantees covered under the provisions of Section
186 of the Companies Act, 2013 are given in the Notes 6, 7 and 30 to the Standalone
Financial Statements.
PARTICULARS OR CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company during the financial
year under review were in compliance with the applicable provisions of the Companies act,
2013 and the SeBI (listing Obligations and disclosure requirements) regulations, 2015.
there the are no materially significant Company with the promoters, directors, Key
managerial personnel or other designated persons which may have a potential conflict with
the interests of the Company at large. all related party transactions were placed before
the audit Committee and also before the Board for its approval. prior omnibus approval of
the audit Committee was obtained for the transactions which were of a repetitive nature.
the transactions entered into pursuant to the omnibus approval so granted were reviewed
and statements giving details of all related party transactions were placed before the
audit Committee and the Board of directors for their approval on a quarterly basis. the
Company has framed a related party transactions policy which is available at the below
link: https://www.inditrade.com/policies.aspx particulars of contracts or arrangements
with related parties referred to in sub section (1) of Section 188 in Form No. AOC-2 of
the Companies (Accounts) Rules, 2014 is attached as Annexure- III. pursuant to the
amendment in the SeBI (lOdr)regulations, 2015, the Company seeks approval of shareholders
for related party transactions to be entered into with subsidiary companies and other
related parties falling within the purview of regulation 23 of the SeBI (lOdr)
Regulations, 2015. The required details are set out as item no. 7 in notice for 29thannual
General meeting of the Company. by the SEBI every six months within
MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
As stipulated under Regulation 34 read with Schedule V of the SEBI l ( isting
Obligations and disclosure requirements) regulations, 2015, management discussion and
analysis, is presented in a separate section forming part of the annual report.
STATUTORY AUDITORS AND AUDITORS REPORT
Prsuant to the provisions of Section 139 of the Companies act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, Haribhakti & Co. LLP, Chartered
Accountants, Chennai (ICAI Firm Registration No. 103523W/ W100048) were reappointed as the
Statutory Auditors of the Company to hold office from the conclusion of 24th
annual General meeting until the conclusion of 29th annual General meeting. the
tenure of the present auditor comes to end on the conclusion of 29tha nnual
General Meeting. The present auditor has held office term of 10 years and shall retire at
this aGm. the audit committee had in its meeting held on 25 th may, 2023,
recommended appointment of M/s. Kirtane & Pandit LLP, Chartered Accountants, (Firm
Regn No. 105215W / W100057) to fill the office of retiring auditors. the Board of
directors had in its meeting held on 25th may, 2023, decided to proceed with
the recommendation of the committee, subject to approval of members in aGm. the Board has
received consent letter and certificate to Section 139/Section 141 confirming that the
proposed Auditors satisfy the criteria for being appointed as Statutory auditors of the
Company.
If appointed, M/s. Kirtane & Pandit LLP shall hold officeas Statutory auditors of
the company from the conclusion of 29thannual General Meeting until the
conclusion 34thannual General meeting.the resolution for appointment of M/s.
Kirtane & Pandit LLP as Statutory Auditor is set out as item no. 3 in the notice for
29tha nnual General meeting of the Company.
The reports given by Haribhakti & Co. LLP, Chartered Accountants, Statutory
Auditors of the Company on the audited financial statements for the financial year
2022-2023 forms part of this Annual Report. The Notes on Financial Statements referred to
in the Statutory Auditors' report are self-explanatory and do not call for any further
comments. The Statutory Audit report do not contain any qualifications, reservations,
adverse remarks or disclaimer.
SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT
M/s. SVJS & Associates, Practicing Company Secretaries, Kochi were appointed to
conduct the Secretarial Audit of the Company for the financial year 2022-2023, as required
under the Section 204 of the Companies act, 2013 and the rules made thereunder. the
Secretarial audit report for the Financial Year 2022-2023 forms a part of this Annual
Report.
The Secretarial Audit report do not contain any qualifications or adverse remarks
except the below observation:
| Sr. no Observation |
Management response |
| 1 pursuant to regulation 23 (9) of SeBI (listing Obligations and
disclosure requirements) regulations, 2015, the listed entity shall submit to the stock
exchanges disclosures of related party transactions in the format as specified fifteen
days from the date of publication of its there was a late submission (delay of one day) of
disclosure of related party transactions on consolidated basis for the half year ended
31st march 2022, for which the Stock exchange (BSE) has imposed a fine of Rs. 5,000/- |
delay of one day was inadvertent and was owing to the format changes and
confusions in date of uploading. Further, the Company |
THREE ubsidiaries of the Company, namely Inditrade Fincorp limited, Inditrade
Microfinance Limited and Inditrade Business Consultants limited are coming within the
ambit of "material Subsidiary" as per the Securities and exchange Board of India
(listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year
2022-2023. Accordingly, pursuant to Regulation 24A of the SEBI(lOdr) regulations, 2015,
the Secretarial audit reportsfor consecutive of Inditrade
Fincorp Limited, Inditrade Microfinance Limited and Inditrade Business Consultants
Limited for the financial year 2022-2023 are enclosed and forms part of this annual
report. the observations and comments given by the Secretarial auditors in their report
are self-explanatory and hence do not call for any further comments under Section 134 of
the Companies Act, 2013. Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8th
February, 2019, the Company has submitted the Secretarial Compliance Report from a
Practicing Company Secretary for the financial year 2022-2023, on compliance of all
applicable SeBI regulations and circulars/ guidelines issued there under with the Stock
exchange within the prescribed due date.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Considering the nature of activities of the Company, the information required under
Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts), Rules 2014
relating to Energy Conservation, technology absorption is not applicable to the Company.
However, the effort made by the Company along with its Group Companies towards technology
absorption includes the following:
I. adoption of the latest state of-the-art data centre, software and hardware tools
available in the market for rendering lending and other ervices ore efficiently and
effectively.
II. Implemented server virtualization to reduce the Server, power and management foot
prints.
III. Implemented the log management to identify detailed server, network and
application issues and proactively clear them so that they do not affect the business
operations.
IV. designed and implemented quality network, server, and It security systems that
accommodate and protect our digital information.
The Company had no foreign exchange earnings or outgo during the financial year under
review.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUENCY
The as an effective internal control and risk mitigation system, which is reviewed and
constantly updated. the internal controls including the internal financial control of the
Company are managed and reviewed by the audit Committee and apart from the staff employed
by the Company, the Company has also appointed independent Internal
Auditors to review and monitor the internal financial controls and their adequacy. the
Internal Financial Controls of the Company are adequate and commensurate with the size and
nature of business of the Company.
RISK MANAGEMENT
The Company manages, monitors and reports on the principal risks and uncertainties that
can impact its ability to achieve its strategic objectives.
REPORTING OF FRAUDS
There was no instance of fraud during the financial year under review, which required
the Statutory auditors to report to the audit Committee and / or the Board under Section
143(12) of the Companies Act 2013 and rules framed thereunder.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In order to address the genuine concerns and grievances of the directors and employees
of the Company, the Company has established a Vigil mechanism/ Whistle Blower policy for
directors and employees pursuant to Section 177(9) of the Companies Act, 2013 and
Regulation 22 of the (listing Obligations and disclosure requirements) regulations, 2015.
the Vigil mechanism provides adequate safeguards against victimization of director(s) or
employee(s) or any other person who avails the mechanism and also provides for direct
access to the Chairperson of the audit Committee in appropriate or exceptional cases. the
Vigil mechanism is available in the website of the Company at the below mentioned link:
https://www.inditrade.com/policies.aspx
MATERIAL ORDERS OF REGULATORS/COURTS/TRIBUNALS courts No significant or tribunals,
which are likely to impact the going concern status and Company's operation in future.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place the Sexual Harassment of Women at Workplace (prevention,
prohibition and redressal) policy in line with the requirements of the Sexual Harassment
of Women at Workplace ( p revention, prohibition and redressal) act, 2013. the Company has
complied with the provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (prevention, prohibition and redressal)
act, 2013.
the following is a summary of sexual harassment complaints received and disposed off
during the financial year 2022-2023:
• no. of complaints at the beginning of the year 2022-2023 : nil
• no. of complaints received during the year 2022-2023 : nil
•no. of complaints disposed off during the year 2022-2023 : nil
• no. of complaints at the end of the year 2022-2023 : nil
COMPLAINCE WITH SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the
Board of Directors affirm:
(a) that in the preparation of the annual accounts for the financial year ended 31st
march, 2023, the applicable accounting Standards have been followed and there are no
material departures,
(b) 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 as on 31stm
arch, 2023 and of the loss of the Company for the financial year ended on that date,
(c) 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, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities, fin
(d) that the Directors have prepared the annual accounts for the year ended 31stm
arch, 2023 on a going concern basis,
(e) that 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
(f) that the directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the assistance and
guidance provided by the regulators, BSe limited, other statutory bodies and the Company's
bankers for the assistance, cooperation and encouragement extended to the Company. Your
directors wish to place on record their appreciation for the contributions made by the
employees of Inditrade group at all levels for their efforts, hard work and support, which
are indispensable for smooth functioning of the Company. Your involvement as Shareholders
is also greatly valued and your directors look forward to your continued support.
|
For and on behalf of the Board of Directors |
|
|
Jhuma Guha |
Sudip Bandyopadhyay |
| Date: 25thm ay, 2023 |
Director |
Director |
| Place: Mumbai |
DIN: 00007454 |
DIN: 00007382 |
