2022-23

To,

The Members,

Your Board of Directors have pleasure in presenting their 52^nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.

financial summary

The following table brings out the financial performance of the Company during the F.Y. 2022-23:

(Rs in '000)

companies state of affairs:

During the year under review the Company has earned income of '21,420 thousand as against '10,990 thousand in the corresponding previous year. The Income for the year basically consists of Rental receipts, Commission from Insurance related activities, Trading activities of shares and debentures, Dividend and Interest. The operating expenses for the year is '16,049 thousand as against '15,682 thousand in the previous year.

The Profit/(loss) after Tax for the year after taking the above stands at '6,30 thousand as against Profit of Rs 5,62,11 thousand in the Previous year.

The Net worth of the company (after deducting Revaluation Reserve) as at March 31, 2023 stands decreased to Rs 1,91,886 thousand as against '1,92,067 thousand as at March 31, 2022.

future business plans:

The Company had stopped NBFC business after the filing of scheme of arrangement with the Hon'ble High Court of Karnataka Bangalore. As the Company had repaid the entire public liabilities, applied for fresh Certificate of Registration (COR) with Reserve Bank of India, as Non deposit taking NBFC. Reserve Bank of India has made certain suggestions most of which the Company has complied with and requested Reserve Bank of India to issue the COR with an assurance that the remaining suggestions/directions will be implemented post issuance of COR. Reserve Bank of India vide its letter dated 26^th December, 2018, informed the company that the company's request for the COR has been rejected and advised the company to approach the Appellate Authority for redressal of grievances, if any. The company accordingly has filed an application before the Appellate Authority and presented its case. Appellate Authority after hearing both the parties, dismissed Company's appeal vide order dated 06/08/2020 without giving any cogent reasons as to why the Company is not entitled to receive the certificate of Registration u/s .45(a) of Reserve Bank of India Act, 1934 and to enable the Company to carry on the business of NBFC. Being aggrieved by the order passed by the appellate authority vide its order dated 06/08/2020, rejecting the appeal filed by the Company, the Company has filed writ petition WP.4162/2021 at Hon'ble High Court of Karnataka Bangalore which came for hearing on 15/03/2021. The Hon'ble High Court of Karnataka has ordered to issue notice to RBI and Dept of. Financial Services, Ministry of Finance and the matter is pending before the Court and the company will apprise the Board and Shareholders at appropriate time.

listing of company's shares in nse & bse.

Company's Shares have been listed in both BSE Ltd and NSE Ltd. Market price data has been covered in Corporate Governance Report forming part of the Board's Report.

fee based activities:

Your Company is working as Corporate Agent for Life and General Insurance Companies and earn commission.

transfer to reserves

The Company has not transferred any amount to reserves during the financial year.

dividend

In view of inadequacy of profits your Directors express their inability to recommend dividend during the year under report.

share capital

The paid-up Share Capital as on 31^stMarch, 2023 was '13,02,67,000. During the year under review, the Company has neither issued any shares nor issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

DEPOSITS:

The Company has not accepted any deposits from the public/ shareholders during the year under review as per Section 73 of the Companies Act, 2013.

corporate governance

Pursuant to the Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, Corporate Governance Report and Auditor's Certificate regarding Compliance of conditions of Governance are made a part of this Report.

Mr. Tonse Sachin Pai, [DIN 00795780] Non-Executive Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment subject to approval of members at the ensuing AGM.

Mr. KALSANK UMESH KINI, [DIN: 07231231] appointed as Additional Director in the category of Non-Executive, Non-Independent Director of the company. He is continued to be Director till the date of forthcoming Annual General Meeting. Company has received notices from members proposing them to the position of Directors at the meeting. Board recommends his appointment.

Mr. G R Nayak, Chief Financial Officer of the company retired from his position from 31^st July 2023 and Mr. Vasudeva Nayak (Asst. General Manager-Accounts) has been appointed as Chief Financial Officer of the company with effect from 1^st August 2023.

A brief profile of the Directors seeking confirmation/appointment, nature of expertise in specific functional area, name of other public companies in which he/she holds directorship and membership/ chairmanship of the committees of the Board of Directors and the particulars of the shareholding as stipulated under Regulation 36(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2 (SS 2 on General Meetings) is appended to the Notice.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Regulations of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

A calendar of Meetings is prepared and circulated in advance to the Directors. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. During the year six Board Meetings were convened and held. The details of the Board Meetings conducted during the year are given below.

The Audit Committee comprises independent directors namely Mrs. Vimal Chandrashekar Kamath (Chairman), Mr. Airody Giridhar

Pai and Mr. Tonse Sachin Pai (Non-Executive Director) as other members. All the recommendations made by the Audit Committee were accepted by the Board. Details of Audit Committee meetings are enumerated in the Corporate Governance Report.

The role and terms of reference of Audit Committee cover the areas mentioned in Regulation 72 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015and Section 179 of the Companies Act, 2013, besides other terms referred to by the Board of Directors from time to time. During the year, the Committee met on 26.05.2022, 11.08.2022, 09.11.2022 and 10.02.2023.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as per the provisions of Section 135(1) of the Companies Act, 2013 as the said provisions are not applicable to the Company for the time being.

During the year under review, the Company had no employees whose remuneration exceeded the limit prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subsequent amendments thereto.

Particulars of top ten employees of the Company in terms of remuneration drawn during the year 2022-23 presented as an annexure to the Board Report during the Board Meeting is preserved separately and in terms of Section 136 of the Act, the said annexure is open for inspection, the same will be made available to any shareholders on request made to the company in writing.

Particulars pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are provided as under: In line with the internal guidelines of the company, no payment is made towards commission to the Non-Executive Directors of the company and hence ratio to median remuneration is not stated.

i) Percentage of increase in remuneration to Chief financial Officer: 26%

ii) Percentage of increase in remuneration to Company Secretary: 19%

iii) The percentage increase in the median remuneration of employees in the financial year: 47%

iv) The number of permanent employees on the rolls of Company: 14

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The Managing director is not drawing any remuneration.

vi) Affirmation that the remuneration is as per the remuneration policy of the Company: The Remuneration is as per the policy of the Company.

Under Section 197(14) of the Companies Act, 2013, it is hereby informed that none of the Directors are in receipt of commission from the Company and it's Subsidiary.

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.

Your Company through its risk management process strives to contain impact and likelihood of the risks from time to time.

The Company formulated a Policy for determining Material Subsidiaries. The policy is available on the Company's website and can be accessed at www.icdslimited.com. During the year under the review, Manipal Properties Limited is material subsidiary of the Company, as per listing regulations.

The Consolidated Financial Statements of the Company and its subsidiary Manipal Properties Limited, prepared in accordance with Indian Accounting Standard issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Annual Accounts of the subsidiary company and related detailed information will be kept at the Registered Office of the Company, as also at the registered offices of the subsidiary company and will be available to investors seeking information at any time.

Salient features of financial statements of subsidiary company pursuant to Section 129(3) of the Companies Act, 2013 have been covered in the Financial Statements in Form AOC-1.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company's website on www.icdslimited.com.

All related party transactions that were entered into were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of Companies Act, 2013 (“the Act”). There were no materially significant related party transactions made by the Company during the year that would have required shareholders' approval under the provisions of the Act. Details of the transactions with related parties are provided in the Note No.40 of accompanying standalone financial statements. Form AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith marked as Annexure I.

Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Board has carried out an annual performance evaluation of its own performance and the Directors individually. The manner in which the evaluation has been carried out is detailed below:

The performance evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors. The Independent Directors evaluated the parameters viz., level of engagement, duties, responsibilities, performance, obligations and governance safeguarding the interest of the Company. The performance evaluation of Independent directors was carried out by the entire Board.

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s Chaturvedi & Shah LLP, Chartered Accountants, Mumbai (FRN: 101720W/W100355) as the Statutory Auditors of the Company expires at the conclusion of 56^th Annual General Meeting (AGM) of the Company.

Auditors report does not contain any qualifications, reservations or adverse remarks.

In terms of Section 204 of the Act and Rules made there under, CS. Shrinivas M Devadiga, Practicing Company Secretary (Membership No.22381 CoP No.10372) from Bangalore has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure II to this report. Secretarial Auditors' Report does not contain any qualifications, reservations or adverse remarks. The Comments made by the Secretarial Auditors are corresponding explanations given by the Board are as under:

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information complying with applicable statutes and policies safeguarding of assets prevention and detection of frauds, accuracy and completeness of accounting records. The Company has appointed Internal Auditor with dedicated internal audit team. The internal audit reports were reviewed by the Audit Committee. Further the Audit Committee annually reviews the effectiveness

of the Company's internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

The Annual Return of the Company as on March 31, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www. icdslimited.com.

There are no such material changes to be reported in this regard.

There is no change in nature of business.

Your Directors wish to state that there have been no significant or material orders that were passed by the Regulators or Courts or Tribunals which may impact the going concern status and operations of the Company in future.

particulars of loans, guarantees or INVESTMENTS UNDER SECTION 186

Details of Loans: Nil

Details of Guarantee / Security Provided: Company has not provided any guarantee / Security during the financial year.

Investments made are of the nature quoted/unquoted equity shares and investment in property. Particulars of such investments are provided in the financial statements vide Note No. 11.

In order to prevent sexual harassment of Women at work place, a new Act called The Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013 has been notified on 9^th December, 2013. In terms of the said Act, Your Company has constituted an Internal Complaints Committee to look into complaints of sexual harassment at work place of any women employee. The company has adopted a policy for prevention of sexual harassment of women at work place and has set up internal committee for implementation of the said policy. During the year, your Company has not received any complaint of sexual harassment of any women employee.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23:

a. No. of complaints received Nil

b. No. of complaints disposed off Nil

The company did not have any activity in relation to conservation of energy or technology absorption. The company had no foreign exchange earnings or outgoings during the year under report.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on website www.icdslimited.com

Details of remuneration paid to the Directors and Key Managerial Personnel are given in the Form MGT-7 which is available in the Company's website under link https://icdslimited.com/annual- return.

Your Directors hereby report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, that?

(a) in the preparation of the annual accounts, the applicable Indian accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 28.09.2022), with the Ministry of Corporate Affairs.

As per auditors' report, no fraud u/s 143(12) reported by the auditor.

The Company has a Whistle Blower Policy for Directors and employees and adopted the Whistle Blower Policy in terms of Section 177 (9) and (10) of the Companies Act,2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns, if any about unethical behavior, wrongful conduct and violation of Company's code of conduct or ethics. The Whistle Blower Policy is available on the Company's website www.icdslimited.com.

Secretarial Standards Pursuant to Section 118 of Companies Act, 2013, The Company has complied with all the provisions of applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

That is as follows:

1) Secretarial Standards - I for Board Meeting.

2) Secretarial Standards - II for General Meeting.

BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE year along with their status as at the end of the financial year

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of onetime settlement with any Bank or Financial Institution.

Your Directors wish to place on record their appreciation of the services and co-operation extended by our Bankers, Investors and Members of Staff of the Company, during the year under report. Your directors also wish to thank the shareholders for their support.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

Your directors also wish to place on record their deep sense of appreciation of the services rendered by the staff members at all levels.