dear Shareholders,
Your Directors are pleased to present the 30th Annual Report of your Company and the
Audited Financial Statements for the financial year ended
31stm arch, 2024. i FinanCial HiGHliGHts (Rs. in lakhs)
particulars |
standalone |
Consolidated |
|
For the financial year ended |
For the financial year ended |
|
31st March, 2024 |
31st March, 2023 |
31st March, 2024 |
31st March, 2023 |
total revenue |
1429.60 |
1111.44 |
16232.04 |
16768.35 |
Other income |
53.67 |
55.06 |
1512.34 |
1164.41 |
Less: Expenditure |
443.48 |
83.17 |
13776.55 |
15795.92 |
Profit/ (Loss) before Depreciation, Finance costs, Exceptional items and |
|
|
|
|
|
1039.79 |
1083.33 |
3967.83 |
2136.84 |
tax expense |
|
|
|
|
Less: Depreciation |
239.77 |
292.65 |
556.47 |
619.61 |
Profit / (Loss) before Finance costs, Exceptional items and Tax expense |
800.02 |
790.68 |
3411.36 |
1517.23 |
Less : Finance Cost |
719.44 |
579.28 |
2736.59 |
3576.44 |
Profit / (Loss) before Exceptional items and Tax expense |
80.58 |
211.40 |
674.77 |
(2059.21) |
Add/(Less): Exceptional items |
0 |
0 |
0 |
0 |
Profit / (Loss) before Tax expense |
80.58 |
211.40 |
674.77 |
(2059.21) |
Less: Tax expense |
13.06 |
14.36 |
381.80 |
(25.64) |
Profit /(Loss) for the financial year |
67.52 |
197.04 |
292.97 |
(2,033.57) |
Share of profit from associate |
0 |
0 |
19.45 |
6.33 |
Net Profit for the financial year (before minority interest in case of
Consolidated) |
|
|
312.45 |
(2,027.24) |
less: minority Interest (in case of consolidated) |
|
|
115.53 |
(634.01) |
Net Profit for the financial year |
|
|
196.89 |
(1,393.23) |
(after minority interest in case of Consolidated) |
|
|
|
|
ii REsults OF OpERatiOns
During the financial year under review, the Company along with its
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. 80.58 lakhs for the financial year 2023-24 as against the profit of
Rs. 211.40 Lakhs in the corresponding previous financial year. Profit after exceptional
items and tax from operations stood at rs. 67.52 lakhs for the financial year 2023-24, as
against the profitof Rs. 197.04 Lakhs in the previous financial year. iii suBsiDiaRy
COMpaniEs as on 31stm arch, 2024, 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 iv 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 formatForm 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. v REsERvEs the Board of directors of the Company has decided not to
transfer any amount for the financial year under review to the Reserves. vi 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. vii 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 financial year under review, there was no change in shareholding of
subsidiaries b) Change in nature of business by the subsidiaries:
There are no significant changes in the nature of business carried 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. viii
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. iX 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.
X 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.
Xi 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/- (r upees 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.
Xii annual REtuRn
As required under Section 134(3)(a) of the Companies Act, 2013, the Annual Return for
the financial year 2023-24 is available on
Company's Website and can be accessed at https://www.inditrade.
com/investor-relationship.aspx.
Xiii 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
Ms. Kavita Raju
Joshi, practicing Company Secretary forms an integral part of this annual report.
Xiv BOaRD MEEtinGs
The Board Meetings of the Company were held with requisite notice and with a valid
quorum. The Board met 5 (five) times during the financial year 2023-24 on 2ndmay,
2023, 25thm ay, 2023, 10tha ugust, 2023, 7thn ovember,
2023, and 31st January, 2024 . the maximum interval between any two Board
meetings did not exceed 120 days. details of the Board meetings held during the year under
review, attendance of the directors at such meetings and other relevant details are
provided in the Corporate Governance report.
Xv 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 (m ember) - non-executive Independent director.
c) mr. radhakrishna nair (m ember) - non - executive and Independent director. d) mrs.
Jhuma Guha (member) - non -executive - non Independent director. there were no changes in
the composition of the audit Committee during the financial year under review.
During the financial year 2023-24, all the recommendations made by the members of the
audit Committee were accepted by the Board.
Xvi 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 non Independent
director. there were no changes in the composition of the nomination and
Remuneration Committee during the financial year under review. During the financial
year 2023-24, all the recommendations made by the members of the nomination and
remuneration Committee were accepted by the Board.
Xvii 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 non Independent
director. there were no changes in the composition of the Stakeholders
Relationship Committee during the financial year under review.
Xviii 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 specifiedtherein. Officer cum Manager of
Xi X DiRECtORs anD kEy ManaGERial pERsOnnEl as on 31st march, 2024, the
Board of your Company consisted of eight directors namely, mr. Sudip Bandyopadhyay -
non-executive director (dIn : 00007382), mr. Brij Gopaldaga - Independent director ( d In:
00004858), mr. radhakrishna nair - Independent director (dIn: 07225354), mr. Kerachan
ayyappan Somasekharan- Independent director (dIn: 01573721), m r. Sivanandhan dhanushkodi
-
Independent director (dIn: 03607203), mr. Sudhangshu Shekhar Biswal - Independent
director (dIn: 07580667), mrs. Jhuma Guha - non-executive director (dIn: 00007454) and mr.
Sumit Sharma- Independent director (dIn: 08181722) as per the provisions of the Companies
act, 2013, mrs. Jhuma Guha - non-executive director (dIn: 00007454), is retiring by
rotation at the ensuing 30th annual General meeting and being eligible has offered herself
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 30tha
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. mr. Sumit Sharma-
Independent director (dIn: 08181722) was appointed as a non-executive Independent director
of the Company for a period of 5 consecutive years from January 31, 2024 to January 30,
2029 by the members through postal Ballot concluded on april 21, 2024. mr. anand
Kamalkishore maliwal - non-executive director (dIn: 07474039) has resigned from the
directorship of the Company from the close of business hours of January 31, 2024 due to
pre-occupation. mr. Sivanandhan dhanushkodi - Independent director (dIn: 03607203) was
re-appointed as Independent director for a second consecutive term of five th
may 2024 to 9th may 2029, by the Board of directors. the nomination and r
emuneration Committee and the Board of directors of the Company had recommended his
reappointment for approval of members at the ensuing 30th annual General
meeting. the notice for the ensuing 30th annual General meeting contains the details of
the said reappointment.
None of the Directors of the Company are disqualified for being appointed as directors,
as specified 164(2) and Rule 14(1) of Companies (Appointment and Qualification of
directors) rules, 2014.
Ms. Maya Menon, Company Secretary & Compliance Officer cum manager tendered her
resignation with effect from the close of business hours on 29th February,
2024, which was accepted by the Board of directors. the Board placed on record its
appreciation for the valuable services rendered by her during her tenure as the
CompanySecretary&Compliance
Company.
Mr. Ravi Prakash Jain was appointed as Chief Financial Officer and
Key managerial personnel of the Company with effect from 2nd may, 2023 and
he was resigned from the post with effect from the close of business hours of 4th
march, 2024, which was accepted by the Board of directors. the Board placed on record its
appreciation for the valuable services rendered by him during his tenure as the Chief
Financial Officer and Key Managerial Personnel of the Company. as on 31stm
arch, 2024, the Company have no Key managerial personnel.
Mr. Biju Sreeramachandran was appointed as Chief Financial Officer and manager of the
Company with effect from 30thm ay, 2024 in accordance with Section 203 of the
provisions of the Companies act, 2013. the Board of directors of the Company, appointed
ms. meera C as the Compliance Officer with effect from 2 nd may, 2024 under the
provision of the SeBI (lOdr) regulations, 2015 and as the Company Secretary of the Company
with effect from 30thm ay, 2024, in accordance with Section 203 of the
provisions of the Companies act, 2013
XX 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) also evaluated the performance of
Independent and Non-Independent Directors, fulfilment of their independence criteria
and their independence from the management, performance of the Board as a whole and that
of the Chairman of the meetings/Committees.
XXi pOliCy On appOintMEntan D REMunERatiOn OF DiRECtORs inClu DinG inDE pEnDEnt
DiRECtORs, kEy M anaGERial 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 ofdirectors, 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 thedirector, 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 specificreasons 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 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.
XXii 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 (Listing Obligations and Disclosure Requirements) Regulations,
2015. They have also given a declaration affirmingcompliance 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.
XXiii 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.
XXiv 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. Further the
Company has provided for health insurance policies for employees.
XXv 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.
XXvipa RtiCulaRs OF EMplOyEEs disclosure as stipulated under rule 5 of the Companies
(appointment and remuneration of managerial personnel) rules, 2014 is attached as
annexure-ii.
XXviipa RtiCulaRs 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 to the Standalone Financial Statements.
XXviii paRtiCulaRs OF COntRaCts OR aRRanGEMEnts witH RElatED paRtiEs all contracts/
arrangements/ transactions entered by the Company during the financial year under review
were in compliance with applicable provisions of the Companies act, 2013 and the SeBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no
materially significant Related Party Transactions made by the 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 p arty 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 ofregulation 23 of the SeBI
(LODR) Regulations, 2015. The required details are set out in notice for 30tha
nnual General meeting of the Company.
XXiX ManaGEMEnt DisCussiOn anD analysis REpORt as stipulated under regulation 34 read
with Schedule V of the SeBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, management discussion and a nalysis, is presented in a separate section forming
part of the annual report.
XXX statutORy auDitORs anD auDitOR's REpORt pursuant to the provisions of Section 139
of the Companies act, 2013 read with the Companies (audit and auditors) rules, 2014, m/s.
Kirtane & pandit llp, Chartered accountants, (Firm regn no. 105215W / W100057) were
appointed as the Statutory auditors of the Company to hold office from the conclusion of
29th Annual
General meeting until the conclusion of 34tha nnual General meeting.
The Statutory Auditors have confirmed that they are not disqualified from continuing as
the Statutory auditors of the Company. the reports given by Statutory auditors of the
Company on the audited financial statements for the financial year 2023-24 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 on the stand alone financial statements do not contain any
qualifications, reservations, adverse remarks or disclaimer.
The Statutory Audit report on the consolidated financial statements modifications, that
the financial statement of Inditrade Microfinance limited, a subsidiary of Inditrade
Capital limited, has not complied with the qualifying asset criteria as required under
Reserve Bank of India (Regulatory framework for Microfinance Loans) Directions,
2022, the impact of which, if any, is not ascertainable.
XXXi sECREtaRialau Dit 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 2023-24, as required under the Section 204 of the
Companies act, 2013 and the rules made thereunder. the
Secretarial Audit Report for the financialyear 2023-24 forms a part of this annual
report. three subsidiaries 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
2023-24. accordingly, pursuant to regulation 24a of the SeBI (lOdr) regulations, 2015,
the Secretarial audit reports of Inditrade Fincorp
Limited, Inditrade Microfinance Limited and Inditrade Business Consultants Limited for
the financial year 2023-24 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 Se BI 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 2023-24, on compliance of all
applicable SEBI regulations and circulars/guidelines issued there under with the Stock
exchange within the prescribed due date.
XXXii 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
services more 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.
XXXiiiint ERnal FinanCial COntROl anD its aDEQuaCy the Company has 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.
XXXiv Risk ManaGEMEnt the Company manages, monitors and reports on the principal risks
and uncertainties that can impact its ability to achieve its strategic objectives.
XXXv REpORtinGOF 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.
XXXVI 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 SeBI (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
XXXVII MATERIAL ORDERS OF REGULATORS/COURTS/TRIBUNALS
No significant or material orders were passed by the regulators or courts or tribunals,
which are likely to impact the going concern status and Company's operation in future.
XXXviii DisClOsuRE unDER tHE sEXual HaRassMEnt OF wOMEn atw ORkplaCE (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
(prevention,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
anddisposedoffduringthefinancialyear 2023-24:
no. of complaints at the beginning of the year 2023-24 : nIl no. of complaints received
during the year 2023-24 : nIl no. of complaints disposed off during the year 2023-24 : nIl
no. of complaints at the end of the year 2023-24 : nIl
XXXiX COMplianCE 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.
Xl DiRECtORs' REspOnsiBility statEMEnt
In accordance with the provisions of Section 134(5) of the Companies act, 2013, the
Board of directors, to the best of its knowledge and belief, state that:
(a) that in the preparation of the annual accounts for the financial year ended 31st
march, 2024, 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, 2024 and of the profit of the Company for the financial year ended on that date,
(c) that the Directorshavetakenproperandsufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities, (d) that the directors have prepared the annual accounts for the financial
year ended 31st march, 2024 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.
Xli OtHERs
(a) no corporate insolvency resolution process has been initiated by the Company under
the Insolvency and Bankruptcy Code 2016.
(b) the Company has not failed to complete/implement any corporate action within the
specified time limit.
(c) there was no one time settlement or valuation done while taking loan from the Banks
or Financial Institutions.
Xlii aCknOwlEDGMEnt
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.