To,
The Members,
CarTrade Tech Limited
Your Directors take pleasure in presenting the twenty third Annual Report covering the
highlights of the business and operations of CarTrade Tech Limited (the
"Company") along with the Audited Financial Statements of the Company
(standalone and consolidated) for the financial year ended March 31, 2023. The
consolidated performance of the Company and its subsidiaries has been referred to wherever
required.
HIGHLIGHTS OF FINANCIAL PERFORMANCE
(All amounts inRs. lakhs, unless otherwise stated)
|
|
Standalone |
|
|
Consolidated |
|
Particulars |
March 31, 2023 |
March 31, 2022 |
Y-o-Y Change (%) |
March 31, 2023 |
March 31, 2022 |
Y-o-Y Change (%) |
Income |
|
|
|
|
|
|
Revenue from operations |
15,667.50 |
12,484.60 |
25% |
36,373.92 |
31,272.35 |
16% |
Other income |
5,624.21 |
3,211.95 |
75% |
6,398.25 |
4,622.67 |
38% |
Total revenue |
21,291.71 |
15,696.55 |
36% |
42,772.17 |
35,895.02 |
19% |
Purchase of Stock-in-trade (Including Inventory Change) |
132.32 |
875.02 |
(85)% |
645.90 |
875.02 |
(26)% |
Total Net Revenue (A) |
21,159.39 |
14,821.53 |
43% |
42,126.27 |
35,020.00 |
20% |
Employees benefit expense (Excluding ESOP) |
8,479.49 |
6,753.26 |
26% |
17,739.04 |
14,758.58 |
20% |
Marketing |
2,267.89 |
1,993.16 |
14% |
2,572.31 |
2,130.03 |
21% |
Other expenses |
2,406.05 |
2,300.57 |
5% |
9,323.36 |
8,406.00 |
11% |
Total expenses (B) |
13,153.43 |
11,047.00 |
19% |
29,634.71 |
25,294.61 |
17% |
Adjusted EBITDA (C=A-B) |
8,005.96 |
3,774.53 |
112% |
12,491.56 |
9,725.39 |
28% |
Adjusted EBITDA % (D=C/A) |
38% |
25% |
|
30% |
28% |
|
Finance cost |
60.15 |
67.19 |
(10)% |
767.19 |
645.21 |
19% |
Depreciation and amortisation expense |
611.24 |
488.02 |
25% |
2,873.89 |
2,473.61 |
16% |
Adjusted Profit Before Tax |
7,334.57 |
3,219.32 |
128% |
8,850.48 |
6,606.57 |
34% |
Tax expenses |
- |
- |
- |
850.95 |
954.57 |
- |
Adjusted PAT |
7,334.57 |
3,219.32 |
128% |
7,999.53 |
5,652.00 |
42% |
Deferred tax adjustment |
1,380.24 |
(586.47) |
335% |
1,162.28 |
(731.09) |
259% |
ESOP |
2,694.56 |
18,412.43 |
(85)% |
2,793.88 |
18,518.29 |
(85)% |
PAT |
3,259.77 |
(14,606.64) |
122% |
4,043.37 |
(12,135.20) |
133% |
Total Other comprehensive Income / (loss) |
(9.51) |
(22.58) |
(58)% |
(68.61) |
(28.05) |
145% |
Total comprehensive income / (loss) for the year |
3,250.26 |
(14,629.22) |
122% |
3 ,974.76 |
(12,163.25) |
133% |
OPERATIONS AND COMPANY'S PERFORMANCE
During the year under review, the Company's total income from operations on a
standalone basis was 15,667.50/- lakhs as against 12,484.60/- lakhs in the previous FY22.
The Company has earned a net profit of 3,259.77/- lakhs during FY23 as against a net loss
of 14,606.64/- lakhs in the previous FY22.
During the year under review, the Company's total income from operations on a
consolidated basis was 36,373.92/- lakhs as against 31,272.35/- lakhs in the previous FY22
The Company has earned a net profit of 4,043.37/- lakhs during FY23 against a net loss
of 12,135.20/- lakhs in the previous FY22.
TRANSFER TO RESERVES
During the year under review, there was no amount transferred to any of the reserves by
the Company.
DIVIDEND
Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), the
Board of Directors of the Company (the "Board") has formulated, approved and
adopted a Dividend Distribution Policy. The policy details various considerations based on
which the Board may recommend or declare Dividend to shareholders. The Dividend
Distribution Policy of the Company is also available on the
Company's website at https://static.cartradetech.com/pdf/
corporate-governance/CT-Dividend-Policypdf.
Considering the necessity of conserving the resources of the Company for further growth
and expansion and keeping in view the Company's dividend policy the Board of Directors of
the Company has decided that it would be prudent, not to recommend any dividend for the
financial year ended March 31, 2023.
TECHNOLOGY DRIVEN ORGANIZATION
Going hand in hand with the latest technological developments, the Company offers
multi-channel auto platform with coverage and presence across vehicle types and
value-added services. The platforms operate under several brands namely: CarWale,
CarTrade, Shriram Automall, BikeWale, CarTradeExchange, Adroit Auto and AutoBiz. Through
these platforms, the Company enables new and used automobile customers, vehicle
dealerships, vehicle OEMs and other businesses to buy and sell their vehicles in a simple
efficient and hassle-free manner.
With focus on technology initiatives we endeavour to provide quality services to our
customers with effective monitoring and reporting mechanism
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company and its subsidiaries for FY23 are
prepared in compliance with the applicable provisions of the Companies Act, 2013
("the Act") and as stipulated under Regulation 33 of SEBI Listing Regulations
as well as in accordance with the
Indian Accounting Standards notified under the Companies (Indian Accounting Standards)
Rules, 2015 ("Ind AS"). The audited consolidated financial statements together
with the Independent Auditor's Report thereon forms a part of the Annual Report.
Pursuant to the provisions of Section 136 of the Act, the Company will make available
the said financial statements of the subsidiary companies upon a request by any member of
the Company. The members can place a request by sending an an e-mail at
investor@cartrade.com upto the date of the 23rd annual general meeting. The financial
statements (Standalone and Consolidated) of the Company, along with other relevant
documents and the financial statements of the subsidiary companies would also be available
on the Company's website at https://www. cartradetech.com/.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
The Company had three direct subsidiaries and three step down subsidiaries as on March
31, 2023. There are no joint venture or associate company within the meaning of Section
2(6) of the Act. There has been no material change in the nature of the business of the
subsidiary/step down subsidiary Companies.
Sr. No. Name of the Company |
Subsidiary/ JV/ Associate |
1. Shriram Automall India Limited |
Subsidiary |
2. CarTradeExchange Solutions |
Step down |
Private Limited |
Subsidiary |
3. Adroit Inspection Services Private Limited |
Step down Subsidiary |
4. Augeo Asset Management Private Limited |
Step down Subsidiary |
5. CarTrade Finance Private Limited |
Subsidiary |
6. CarTrade Foundation |
Subsidiary |
1. Shriram Automall India Limited ("SAMIL");
SAMIL, material unlisted subsidiary of the Company provides fee-based facilitation
services for the sale of pre-owned commercial and passenger vehicles, agricultural and
construction equipment, dealer's stock of pre-owned two wheelers, etc. repossessed by
banks and financing companies. SAMIL has Automalls located across the country. As per the
audited financial statements for the year ended March 31, 2023, its total income from
operations and Net Profit was 16,409.89 lakhs (previous year: 15,654.87 lakhs) and
1,158.52 lakhs (previous year: 2,864.80 lakhs) respectively.
2. CarTradeExchange Solutions Private Limited ("CTE");
CTE is engaged in the business of facilitation services for sale and disposal of
new/used and/or repossessed/ refurbished vehicles through online bidding platform. During
the year under review, its total income from operation was 2,530.09 lakhs (previous year:
1,917.08 lakhs) and the net profit was 711.29 lakhs (previous year: 166.88 lakhs).
3. Adroit Inspection Services Private Limited ("Adroit");
Adroit is a prominent Company strategically engaged in automobile inspection,
valuation, certification and other allied service in the automobile segment. The
Adroit renders most effective services to diverse ensemble of clients which includes
general insurance Companies, financial institutions, NBFCs and Banks. During the year
under review, its total income from operations was 2,075.67 lakhs (previous year:
1,660.32 lakhs) and the net profit (previous year: 30.20 lakhs).
4. Augeo Asset Management Private Limited ("AUGEO");
AUGEO is engaged in the business of providing "E-listing and Auction"
platform to facilitate trade of Plant and Machinery, internet business from OLX
IndiaProperties, Salvage/scrap, Commodities and others (excluding automobiles), primarily
in the Insolvency and Bankruptcy Code (IBC) business space and related auction services.
During the year under review, the total income from operation was 113.50 lakhs (previous
year: 83.32 lakhs) and the net profit was 38.93 lakh (previous year loss of: 119.07
lakhs).
5. CarTrade Finance Private Limited ("CTF");
CTF is yet to commence its business activities.
6. CarTrade Foundation;
CarTrade Foundation is yet to commence its activities.
Pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules,
2014, a statements containing salient features of the financial statements of Subsidiary
Companies of the Company, in Form AOC-1 forms part of this Director's Report and is marked
as Annexure I. The statement also provides details of the performance and financial
position of each of the subsidiaries, along with the changes that occurred, during the
financial year ended March 31, 2023.
The financial statements forming part of the Annual Report are prepared in compliance
with the applicable
Ind AS and SEBI Listing Regulations. Pursuant to the provisions of Section 136 of the
Act, the Annual Report is available on the website of the Company at https://
cartradetech.com/annual-report.html.
The Company's policy on material subsidiary is also available on the website at
https://static.cartradetech.com/ pdf/corporate-governance/CT-Policy-for
determination-of-Material-Subsidiary.pdf
7. Acquisition of 100% stake in Sobek Auto India
Private Limited ("OLX Auto")
The Company had entered into a share purchase agreement dated July 10, 2023 with OLX
Auto, and its holding company OLX India B.V. for acquisition of 100% stake of OLX Auto
from OLX India B.V. OLX Auto is a Company incorporated under the Companies Act, 2013. It
consists of the OLX Autos transaction businesses and the OLX classifieds platform (auto
and non-auto). OLX is one of India's leading classifieds players with more than 100+
million app downloads. It operates in 12 broad categories including cars, bikes, real
estate, electronics, etc. The was 12.63lakhs platform attracts approximately 35 million
average monthly unique visitors and approximately 30+ million listings a year. Through the
transactions business, OLX Autos, assisted in transacting the sale and purchase of 50,000
cars last year. On June 30, 2023, OLX Auto had acquired the classifieds
Limited on the terms and conditions agreed under a business transfer agreement. As part
of the acquisition of OLX Auto , OLX Auto has entered into an Intellectual
Property License Agreement and a Transitional Support Agreement for the use of certain
brands and technology. The Company had completed the acquisition of 100% stake of OLX Auto
from its holding Company OLX India B.V on August 11, 2023.
CERTIFICATIONS, AWARDS AND RECOGNITIONS
Shriram Automall India Limited, Material Subsidiary of the Company ("SAMIL"),
is a Great Place to Work - Certified company third year in a row
SAMIL certificatefor Great Place to Work on has received
February 2023 for the period February 2023 to February 2024 for the Third year in a
row. SAMIL's continuous focus on achieving business goals while managing work-life balance
and building a High-Trust & High-Performance
Culture has once again been recognised by the Great
Place to WorkR Institute.
Best Use of Data Analytics in Business Intelligence
SAMIL was awarded "Best Use of Data Analytics in Business Intelligence" for
The PriceX at CX Excellence Awards 2022 by Quantic.
CX Technology Implementation of the Year 2022 Award
SAMIL bagged CX Technology Implementation of the Year 2022 Award at 11th CX Strategy
Summit & Awards 2022.
Leading Organisation for Promoting Green Practices
SAMIL was conferred as Leading Organisation for
Promoting Green Practices by Ambassador of Green Planet
Awards 2023 during EY4EV India Summit 2023.
Best Financial Customer Strategy of the Year 2023 in the Pre-owned Automobile Industry
SAMIL was conferred with Best Financial Customer
Strategy of the Year 2023 in the Pre-owned Automobile
Industry at 8th CFO Vision & Innovation Summit & Awards 2023.
Disruptive Technology Innovation Award - Pre-owned
Automobile
SAMIL is the front-runner in the race for digitisation in the used vehicles industry
and the Disruptive Technology Innovation Award in Pre-owned Automobile Industry is proof
of the same. It was awarded at Technology Excellence Awards 2023 organised by Quantic
India.
CSR Leadership Award
SAMIL was accredited with CSR Leadership Award at the 7th Corporate Social
Responsibility Summit & Awards 2023.
INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any amounts due or outstanding as on March 31, 2023, to be
credited to the Investor Education and Protection Fund, as contemplated under Section
125(2) of the Act.
HUMAN RESOURCES
The Company's focus remains towards attracting capable talent, retaining and training
talent with an objective of creating a strong talent pipeline. The Company is committed
towards creating a healthy and a safe environment for all its employees, promote internal
talent and develop cross functional expertise. It also recognises that employees have a
key role to play in achieving the Company's growth objectives. The Company believes in
creating an open and safe workplace for every employee to feel empowered, irrespective of
gender, sexual preferences, and other factors, and contribute to the best of their
abilities. The Company's Whistle Blower Policy encourages Directors and employees to bring
to the Company's attention, any instances of unethical behaviour, actual or suspected
incidents of fraud or violation of the code of conduct. The policy framework ensures that
no employee is victimised or harassed for bringing such incidents to the attention of the
Company. The practice of the Whistle Blower Policy is overseen by the Board of Directors
and is available on the Company's website https://static.cartradetech.com/
pdf/corporate-governance/CT-VIGIL-MECHANISM-and-Whistle-Blower-Policy.pdf. The Company had
a total employee base of 945 full-time employees as of March 31, 2023.The Company has not
seen any cases of worker strikes or lockouts in FY23.
SHARE CAPITAL Authorised Share Capital
The Authorised Share Capital of the Company is 6,073.00 lakhs, comprising of
6,07,30,000 equity shares of 10 (Rupees ten only) each.
Issued Share Capital
During the year under review, the Company allotted (i) 38,000 equity shares of 10/-
each of the Company upon exercise of vested ESOP Options under Employee Stock Option Plan
2011 and Employee Stock Option Plan 2015, vide Board Resolution dated May 04, 2022; (II)
9,174 equity shares of 10/- each of the Company upon exercise of vested option under
Employee Stock Option Plan 2015 vide Circular Resolution dated June 28, 2022; (iii) 18,000
equity shares of 10/- each of the Company upon exercise of vested option under Employee
Stock Option Plan 2015 vide Circular Resolution dated October 05, 2022; (iv) 83,750 equity
shares of 10/- each of the Company upon exercise of vested option under Employee Stock
Option Plan 2015 vide Circular Resolution dated November 23, 2022; and (v) 72,826 equity
shares of 10/- each of the Company upon exercise of vested option under Employee Stock
Option Plan 2011 and Employee Stock Option Plan 2015 vide Circular Resolution dated March
30, 2023.
With the above said allotments, the paid-up equity share capital was increased from
4,662.26 lakhs consisting of 46,622,567 equity shares of 10/- each to 4,684.43 lakhs
consisting of 46,844,317 equity shares of 10/- each as on March 31, 2023.
Further post completion of financial year ended on March 31, 2023, the Company allotted
(i) 5,000 equity shares of 10/- each of the Company upon exercise of vested option under
Employee Stock Option Plan 2011 vide Board Resolution dated April 28, 2023; and (ii) 1,500
equity shares of 10/- each of the Company upon exercise of vested option under Employee
Stock Option Plan 2015 vide Board Resolution dated August 10, 2023.
EMPLOYEES STOCK OPTION SCHEME (ESOP)
The Company has six ESOP schemes viz., ESOP 2010, ESOP 2011, ESOP 2014, ESOP 2015, ESOP
2021 (I) and ESOP 2021 (II) ("ESOP Schemes"). Pursuant to the shareholders'
approval dated April 29, 2021 the Board has transferred all ungranted, cancelled and
lapsed ESOP options of ESOP 2010, ESOP 2011, ESOP 2014 and ESOP 2015 to ESOP 2021 (I).
Post Initial public offering (IPO), the ESOP 2021 (I) and ESOP 2021 (II), which are in
compliance with the requirements of the Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, are
available for further grants. In view of the new scheme i.e. ESOP 2021 (I) and ESOP 2021
(II), no further grant of employee stock options will be made under the of ESOP 2010, ESOP
2011, ESOP 2014 and ESOP 2015.
Post IPO of equity shares of the Company, ESOP 2021 (I) was ratified, as per the
requirements of 12(1) of the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations 2021"),
by the members of the Company through Postal Ballot on May 03, 2022.
The Company has amended/modify the provision of ESOP 2021 (I) to align them with the
SEBI SBEBSE Regulations 2021 on recommendation of nomination and remuneration committee
and approval of the Board of Directors at their respective meetings held on July 14, 2022.
Further the Company has also amended/modify the provision of ESOP 2010, ESOP 2011, ESOP
2014, ESOP 2015 and ESOP 2021(II) to align them with the SEBI SBEBSE Regulations
2021 on recommendation of nomination and remuneration committee and approval of the
Board of Directors at their respective meetings held on August 27, 2022.
Imartey The Company has obtained certificate & Associates, Practicing Company
Secretary, (Certificate of Practice No.4545) (Membership No. FCS 5933), Secretarial
Auditors confirming that ESOP Schemes are implemented in accordance with the SEBI SBEBSE
Regulations 2021 and resolution(s) passed by the members of the Company. The said
certificates will be made available for inspection by the members electronically at the
Annual General Meeting of the Company.
The disclosures regarding Employee Stock Options (ESOP) pursuant to Rule 12 of Chapter
IV of the Companies (Share Capital and Debentures) Rules, 2014 are as under:
Sr. No. |
Particulars |
Old ESOPs |
During FY23 ESOP 2021 (I) |
ESOP 2021 (II) |
1 |
Options granted |
- |
439,000 |
- |
2 |
Options vested until year end |
1,455,518 |
57,500 |
1,750,000 |
3 |
Options exercised |
221,750 |
- |
- |
4 |
The total number of shares arising as a result of exercise of option |
221,750 |
- |
- |
5 |
Options lapsed |
1,250 |
17,000 |
- |
|
|
1. For 12,000 at 21 each; |
|
|
6 |
The exercise price |
2. For 189,000 at 140 each and |
NA |
NA |
|
|
3. For 20,750 at 472 each. |
|
|
7 |
Variation of terms of options |
None |
None |
None |
8 |
Money realised by exercise of options |
365.06 lakhs |
NA |
NA |
9 |
Total number of options in force |
1,461,768 |
652,000 |
2,000,000 |
10 |
Employee wise details of options granted to: |
|
1. Mrs. Aneesha Bhandary 50,000 ESOP options |
|
10.1 |
Key managerial personnel |
NA |
|
NA |
|
|
|
2. Mr. Lalbahadur Pal 5,000 ESOP options |
|
|
|
|
1. Mr. Banwari Lal Sharma- 50,000 ESOP options |
|
|
|
|
2. Mr. Rajeev Kumar 50,000 ESOP options |
|
|
Any other employee who receives a grant of |
|
3. Mr. Abhishek Patodia 30,000 ESOP options |
|
|
options in any one year of option amounting to |
|
4. Mr. Avijit Bhattacharya |
|
10.2 |
|
NA |
|
NA |
|
five percent or more of options granted during |
|
30,000 ESOP options |
|
|
that year: |
|
5. Mr. Anand Mohan Kumar 30,000 ESOP options |
|
|
|
|
6. Mr. Tamaghna Bhattacharya 30,000 ESOP options |
|
|
Identified employees who were granted option, during any one year,
equal to or exceeding |
|
|
|
10.3 |
one percent of the issued capital (excluding outstanding warrants and
conversions) of the Company at the time of grant |
NA |
None |
NA |
Note: 1. Old ESOPs include ESOP 2010, ESOP 2011, ESOP 2014 and ESOP 2015.
2. 439,000 ESOP options granted during the year are at an exercise price of Rs.
644.03/- which is at 0% discount to the market price as on the date of grant.
BOARD OF DIRECTORS
The Board of Directors of the Company comprises of six (6) Directors with optimum
combination of Executive and Non-Executive Directors i.e., two Executive Directors, one
Non-Executive Non-Independent Director and Three Non-Executive Independent Directors
including two-woman
Directors and each of them are professionals in their respective areas of
specialisation and have held eminent positions as on March 31, 2023.
During the year under review there was no change
(appointment/resignation) in the Board of directors. However, post completion of
financial year under review, on the recommendation of nomination and remuneration
Committee, the board of directors of the Company at their meeting held on April 21,
2023, re-appointed Mr. Lakshminarayanan Subramanian, Mrs. Kishori Jayendra Udeshi and Mr.
Vivek Gul Asrani for the second term of 5 (five) years subject to the approval of
shareholders.
Shareholders of the Company duly approved their reappointment vide special resolution
passed on May 27, 2023 through postal ballot.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company met 6 (six) times during the year under review.
The details of the meetings of the Board of Directors of the Company held and attended by
the Directors during FY23 are given in the Corporate
Governance Report which forms part of the Annual Report. The maximum interval between
two consecutive meetings did not exceed 120 days, as prescribed by the Act and SEBI
Listing Regulations.
COMMITTEES OF THE BOARD OF DIRECTORS
The Committees of the board focus on certain specific areas and make informed decisions
in line with the delegated authority.
The following are the Statutory Committees under the Act and SEBI Listing Regulations
constituted by the board which functions according to their respective roles and defined
scope:
Audit Committee;
Nomination and Remuneration Committee;
Stakeholders' Relationship Committee;
Risk Management Committee; and
Corporate Social Responsibility Committee.
Details of composition, terms of reference and number of meetings held for respective
committees are given in the Report on Corporate Governance, which forms a part of the
Annual Report. During the year under review, all recommendations made by the various
committees have been accepted by the board.
RETIREMENT OF DIRECTOR BY ROTATION
Mr. Victor Anthony Perry III (DIN 06992828), Non-executive
Non-Independent Director of the Company shall retire by rotation at the ensuing 23rd
Annual General Meeting (AGM) of the Company and being eligible, has offered himself for
re-appointment. His profile is given in the Notice of the 23rd Annual General Meeting,
forming part of this Annual Report. The nomination and remuneration committee and the
board of directors recommend to the Members, passing of the ordinary resolution for
re-appointment of Mr. Victor Anthony Perry III as Non-executive Non-Independent
Director retiring by rotation
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act, the independent directors have
submitted declarations that each of them meet the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of
SEBI
Listing Regulations and have complied with the code for independent directors specified
under Schedule IV of the Act. In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are persons of high integrity and repute. They fulfil the conditions
specified in Act as well as the Rules made thereunder and are independent of the
management.
None of the Directors of the Company are disqualified for being appointed as a Director
as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies
(AppointmentandQualification . of Directors) Rules, 2014
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has in place a familiarization programme for its Independent Directors. The
objective of the programme is to familiarise Independent Directors on the Board with the
business of the Company, industry in which the Company operates, business model,
challenges etc. through various programmes which largely revolves around interaction with
subject matter experts within the Company and meetings with our business leads and
functional heads on a regular basis.
The familiarization programme and other disclosures as specified under SEBI Listing
Regulations is available on the Company's website at https://static.cartradetech.com/
pdf/corporate-governance/CT-Familiarization-Programme-for-Independent-Directors.pdf
PERFORMANCE EVALUATION OF BOARD OF DIRECTORS, INDIVIDUAL DIRECTORS AND COMMITTEES
The annual evaluation process of the Board of Directors,
Individual Directors and Committees was conducted in accordance with the provisions of
the Act and SEBI Listing
Regulations.
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 its various Committees
for FY23. The evaluation was conducted on the basis of a structured questionnaire which
comprises performance criteria such as performance of duties and obligations, independence
of judgement, level of engagement and participation, attendance of directors, their
contribution in enhancing the Board's overall effectiveness, etc. The Board has expressed
their satisfaction with the evaluation process. The observations made during the
evaluation process were noted and based on the outcome of the evaluation and feedback of
the Directors, the Board and the management agreed on various action points to be
implemented in subsequent meetings.
The performance of the Committees was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
frequency of meetings of committee, participation of members in committee meetings,
implementation of terms of reference etc. The above criteria is broadly based on the
Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India.
The evaluation process endorsed cohesiveness amongst directors, smooth communication
between the board and the management and the openness of the management in sharing the
information with the board and placing various proposals for the board's consideration and
approval. In a separate meeting of Independent Directors, the performance of Non
Independent Directors, the Board as a whole and Chairman was evaluated. They assessed the
quality, quantity and timeliness of flow between the Company's management and the board.
The Independent Directors played active role in the committee meetings including Audit
Committee.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
The management of the Company is immensely benefitted from the guidance, support and
mature advice from members of the board of directors who are also members of various
committees. The Board consists of directors possessing diverse skill and rich experience
to enhance quality of its performance. The Company has adopted a Policy on Board Diversity
formulated by the Board of
Directors. The Company's Nomination and Remuneration
Policy has laid down a framework for remuneration of
Directors (Executive and Non-Executive), Key Managerial Personnel and Senior Management
Personnel. These Policies are available on the Company's website at the web link:
https://www.cartradetech.com/pdf/corporate-governance/CT-Nomination-and-Remuneration-Policy.pdf
The remuneration paid to the Directors, Key Managerial
Personnel and senior management is in accordance with the Nomination and Remuneration
Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with
Schedule II of SEBI Listing Regulations. Further details on the same are given in the
Corporate Governance
Report forming part of the Annual Report.
Mr. Vinay Vinod Sanghi, Chairman & Managing Director and Mrs. Aneesha Bhandary,
Executive Director and Chief Financial Officer ("CFO") of the Company have not
received any remuneration or commission from any of the subsidiary companies. Further, the
Company doesn't have any holding company, hence, there does not arise a circumstance of
any remuneration or commission from holding company.
The statement of disclosure of remuneration under Section
197 of the Act and Rule 5(1) and Rule 5(2) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are provided in Annexure II to this report. In
terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
showing the names and other particulars of employees drawing remuneration in excess of the
limits set out in the said Rules forms part of this report.
KEY MANAGERIAL PERSONNEL
There was no change (appointment/resignation) in the
Key Managerial Personnel's namely, Managing Director, Chief Financial Officer and the
Company Secretary & Compliance Officer of the Company during the financial year under
review.
In terms of Section 203 of the Act, the following are the Key of information Managerial
Personnel (KMPs) of the Company as on the date of this report:
Mr . Vinay Vinod Sanghi - Chairman and Director;
Mrs. Aneesha Bhandary Executive Chief Financial Officer; and
Mr . Lalbahadur Pal - Company Secretary Compliance Officer.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act, the
board, to the best of its knowledge and ability, confirm that: a) In the preparation of
the annual accounts, applicable accounting standards have been followed and there are no
material departures; b) They 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 c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; d)
They have prepared the annual accounts on a going concern basis; e) They have laid down
internal financial controls followed by the Company and such internal financial controls
are adequate and operating effectively; f) They have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems are adequate
and operating effectively.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company's well-defined organisational structure, documented policy guidelines,
defined authority matrix and internal financial controls ensure efficiency of operations,
protection of resources and compliance with the applicable laws and regulations. Moreover,
the Company continuously upgrades its systems and undertakes review of policies. Based on
the framework of internal financial controls and compliance systems established and
maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and
external consultants, including the audit of internal financial controls over financial
reporting by the statutory auditors and the reviews performed by management and the
relevant board committees, including the audit committee, the board is of the opinion that
the Company's internal financial controls were adequate and on Corporate Governance
effective during FY23.
AUDITORS AND AUDITOR'S REPORTS
Statutory Auditors
M/s S.R. Batliboi & Associates LLP Chartered Accountants having FRN 101049W/E300004
were appointed as Statutory Auditors of the Company for a period of 5 (five) years
commencing from the conclusion of 19th Annual General Meeting until the conclusion of 24th
Annual General Meeting, to examine and audit the accounts of the Company for the FY20 to
FY24, at the 19th Annual General Meetingofthe members of the Company. duly signed by the
The Auditors have confirmed that they are not disqualified and continue to be eligible to
act as the Auditors of the
Company for the FY24.
The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.The Auditors' Report does not
contain any qualification, reservation, adverse remark or disclaimer.
There was no fraud reported by the Auditors of the Company under Section 143(12) of the
Act to the Audit Committee. Internal Auditors from Practicing Company The board of
the Company, on the recommendation made by the Audit Committee, have ratified on
non-disqualificationthe appointment of M/s MGB & Co. LLP, Chartered Accountants having
FRN
101169W/W-100035 as Internal auditors of the Company for the FY23 based on consent
received from them. to be Secretarial Auditor
The board of the Company, on the recommendation made by the Audit Committee, have
appointed M/s S. P. Imartey & Associates, Practicing Company Secretaries, (Certificate
of Practice No.4545) (Membership No. FCS 5933), as the
Secretarial Auditors to conduct an audit of the secretarial records of the Company for
the FY23, based on consent received from M/s S. P. Imartey & Associates.
The Secretarial Audit Report of the Company and its material unlisted subsidiary
company i.e. M/s Shriram Automall\ India Limited for the FY23 pursuant to the provisions
of the Act read with Rules made thereunder and Regulation 24A of SEBI Listing Regulations,
is set out in Annexure III to this Report.
The Secretarial Compliance Report received from M/s S. P. Imartey & Associates,
Practicing Company Secretaries, for FY23, in relation to compliance of all applicable
provisions of the Securities and Exchange Board of India ("SEBI")
Regulations/Circulars/ Guidelines issued thereunder, pursuant to requirement of Regulation
24A of SEBI Listing Regulations, is set out in Annexure IV to this Report. As
required by Schedule V of SEBI Listing Regulations, the Auditors Certificate from M/s S.
P. Imartey & Associates, Practicing Company Secretaries is annexed to the Corporate
Governance Report forming part of this Annual Report.
The Secretarial Audit Report and Secretarial Compliance Report of the Company, for the
FY23, do not contain any qualification, reservation, or adverse remark.
CORPORATE GOVERNANCE DISCLOSURE
Pursuant to Regulation 34 read with Schedule V of SEBI Listing Regulations the
following Reports/Certificates form part of the Annual Report: i. the Report on Corporate
Governance; Chairmanii. the& Certificate Managing Director and Chief Financial Officer
on the
Financial Statements of the Company for the year ended March 31, 2023 as submitted to
the Board of Directors at their meeting held on April 28, 2023; iii. the declaration by
the Chairman & Managing Director regarding compliance by the Board members and senior
management personnel with the Company's Code of Conduct; iv. the Management Discussion
& Analysis Report; Secretary on v. The Certificate Corporate Governance; and Directors
in vi. The certificate pursuance of Regulation 34(3) read with sub clause (i) of clause 10
of Part C of Schedule V of SEBI Listing Regulations forms part of the Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations, the Business
Responsibility Sustainability Report is annexed and forms part of the Annual Report.
ANNUAL RETURN
In accordance with the provisions of Section 92(3) of the Act, Annual Return of the
Company is available on the website of the Company at https://cartradetech.com/
annual-report.html
CREDIT RATING
During the Financial Year under review the Company has not obtained any credit rating.
CODE FOR PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by
designated persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015.
This Code of Conduct also includes Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information which has been made available at
https://static.cartradetech.com/pdf/corporate-governance/
CT-Fair-Disclosure-Code-and-Legitimate-Purpose-Policy. pdf
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company is committed towards providing a safe and conducive work environment to all
of its employees and associates. Further, the Policy also gives shelter to contract
workers, probationers, temporary employees, trainees, apprentices of the Company and any
person visiting the Company at its office.
As per the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment Act"),
the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for
prevention, prohibition and redressal of sexual harassment at workplace and an Internal
Complaints Committee has also been set up to redress any such complaints received.
Further pursuant to provision of the Prevention of
Sexual Harassment Act relatedand recommendation party transactionsreceived made by by
Ms. Revati Poojari, Member from Non-Government Organisation, the Company had amended and
revised a Policy on Prevention of Sexual Harassment at Workplace for prevention,
prohibition and redressal of sexual harassment at workplace as well as re- constituted
internal complaint Committee pursuant to board resolution dated July 14, 2022.
The following is a summary of Sexual Harassment complaints received and closed during
the FY23:
Number of complaints of sexual harassment received in the year: 0
Number of complaints disposed off during the year:
Not Applicable
Number of cases pending for more than ninety days:
Not Applicable
Number of workshops or awareness programmes of the POSH ACT 2013 carried out: 1 Session
for all employees of the Company, on department wise on Awareness session on POSH at the
workplace
Nature of action taken by the Company to make the workplace a respectful and safe place
for all employees: Posters- Awareness Sessions
DISCLOSURES AS PER THE SECTION 134 OF THE ACT READ WITH RULE 8 OF THE COMPANIES
(ACCOUNTS) RULES, 2014;
Conservation of energy, technical absorption and foreign exchange earnings and outgo
The information pursuant to Section 134(3)(m) of the Act read with Companies (Accounts)
Rules, 2014 is as follows: a. The Company has no major activity involving conservation of
energy; b. The Company has no major activity involving technology absorption; c. The
Foreign Exchange Earnings during the reporting period wasRs. 430.20 lakhs; d. Foreign
Exchange Outgo during the reporting period wasRs. 68.80 lakhs.
Loans, guarantee or investments in securities
Details of loans, guarantees and investments covered under the provisions of Section
186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as
on March 31, 2023, are set out in Note 5 and 7 to the standalone financial statements of
the Company which forms a part of this annual report.
Contracts or arrangements with related parties
The Related Party Transactions (RPTs) were entered in ordinary course of business and
on arm's length basis and were in compliance with the provisions of the Act and SEBI LODR
Regulations. There are no materially the significant Company with Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large.
Accordingly, particulars of contracts or arrangements with related parties referred to
in Section 188(1) of the Act along with the justification for entering into such contract
or arrangement in Form AOC-2 is annexed to this report as Annexure V.
Omnibus approval was obtained in the Audit
Committee meeting for the RPTs of repetitive nature.
None of the Directors has any pecuniary relationship or transactions vis-a-vis the
Company. For details of the transactions with related party refer to the Note 29 to the
standalone financial statements.
Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board and was uploaded on the Company's website and can be
accessed at web-link: https://
www.cartradetech.com/pdf/corporate-governance/CT-Materiality-policy-for-related-party-transactions.pdf
Corporate Social Responsibility (CSR)
The CSR Report for the FY23 is annexed to this report as Annexure VI. The composition
of CSR Committee and the details of the ongoing CSR projects/ programmes/activities are
included in the CSR report/ section. The CSR Policy is uploaded on the Company's website
at the web link: https://static.cartradetech.
com/pdf/corporate-governance/CT-CSR-Policy.pdf
Risk management
The Company's Risk Management Policy deals with identification, across the
organisation. The same has been dealt with the Management Discussion and Analysis as
required under Schedule V of the SEBI Listing Regulations which is provided separately
inand material ordersthe Annual Report. The Risk Management Policy is uploaded on the
Company's website at the web link: https://static.
cartradetech.com/pdf/corporate-governance/CT-Risk-Management-Policy.pdf
Whistle blower policy/ vigil mechanism
The Company's Whistle Blower policy provides a mechanism under which an
employee/director of the Company may report unethical behaviour, suspected or actual
fraud, violation of code of conduct and personnel policies of the Company. The Vigil
Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour.
The Whistle Blower Policy/Vigil Mechanism is uploaded on the Company's website:
https://static.cartradetech.com/
pdf/corporate-governance/CT-VIGIL-MECHANISM-and-Whistle-Blower-Policy.pdf
Cybersecurity
With the World becoming more interconnected, cyber security is now increasingly
important for the safeguarding of our digital assets. During the year, our focus on our
cybersecurity, personnel training, building a culture of security an collective onus, and
enabling our developers with dedicated courses and resource kits, went ahead as planned,
together with our overall initiatives on improving cybersecurity processes, technologies
and posture.
Green Initiative in Corporate Governance
The Ministry of Corporate Affairs (MCA) has undertaken green initiative in Corporate
Governance by allowing paperless compliances by the Companies and permitted the service of
Annual Reports and documents to the shareholders through electronic mode. subject to
certain conditions. Further, in accordance with the Circular No. 2/2022 dated May 5, 2022
read with Circular No. 02/2021 dated January 13, 2021 and Circular No. 20/2020 dated May
5, 2020 issued by the Ministry of Corporate Affairs, the Notice of the AGM including the
Annual Report of the
Company is being sent through electronic mode to all the Members whose e-mail addresses
are registered with the Company.
OTHER DISCLOSURES i. and The Company has acquired 100% stake in Sobek management of
risks Auto India Private Limited ("OLX Auto") on August 11, 2023 whereby OLX
Auto has now become a wholly owned subsidiary of the Company. ii. There are no significant
by the regulators or courts or tribunals impacting the going concern status and company's
operations in future. For other orders, please refer to Note 33 of the standalone
financial statement containing details of the contingent liabilities. iii. The Company has
not issued equity shares with differential rights as to dividend, voting or otherwise. iv.
The Company has not resorted to any buy back of its equity shares during the year under
review. v. There was no change in the nature of business of the Company. vi. The Company
has not accepted any deposits from public and as such, no amount on account of principal
or interest on deposits from public was outstanding as on the date of the financial
statement.
vii. During the year under review, the Company has duly complied with Secretarial
Standard 1 dealing with Meetings of the Board of Directors & Secretarial Standard 2
dealing with General Meetings, as issued by the Institute of Company Secretaries of India.
viii. Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules,
2014, maintenance of cost record is not applicable to the Company. ix. There were no
applications made by the Company or upon the Company under the Insolvency and
Bankruptcy Code, 2016 during the year under review. There are no proceedings pending
under the Insolvency and Bankruptcy Code, 2016 by/against the Company as on March 31,
2023; x. The Company's shares are listed on BSE Limited and the National Stock Exchange of
India Limited. xi. During the year under review, there were no settlements made by the
Company for any loan/borrowing taken from the Banks or Financial Institutions and hence we
have no comment with regard to the details of difference between amount of the valuation
done at the time of one-time settlement and the valuation done while taking loan from the
Banks or Financial
Institutions along with the reasons thereof.
WAY FORWARD:
Going forward in FY24, the Company aims to achieve consistent growth in its businesses
as a part of our growth plans. We have a strong platform for progress and we look forward
to working with our customers and our stakeholders to seize the opportunities that lie
ahead of us.
ACKNOWLEDGEMENT
The board would like to place on record their gratitude for the guidance and
cooperation extended by regulatory authorities. The Board takes this opportunity to
express their sincere appreciation for the excellent patronage received from the
Customers, Banks and Financial Institutions, Group Companies and for the continued
enthusiasm, total commitment, dedicated efforts of the executives and employees of the
Company at all levels. We are also deeply grateful for the continued confidence and faith
reposed on us by all the Stakeholders including Shareholders.