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EQUITY - MARKET SCREENER

Inditrade Capital Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
532745
INE347H01012
38.2305626
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
81.27
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: May 20, 2022 07:18 AM

Dear Shareholders,

Your Directors are pleased to present the 26th Annual Report of your Company and the Audited Financial Statements for the Financial Year ended 31st March, 2020.

FINANCIAL RESULTS

Particulars

Standalone

Consolidated

For the Year ended March 31,2020 For the Year ended March 31,2019 For the Year ended March 31, 2020 For the Year ended March 31,2019
Revenue from Continuing Operations - 132.37 76.00
Other Income 2.89 4.31 5.03 2.52
Profit/ (Loss) before Depreciation, Finance costs, Exceptional items and Tax expense from continuing operations 1.64 4.31 56.82 39.59
Less: Depreciation 0.06 - 2.25 0.34
Profit / (Loss) before Finance costs, Exceptional items and Tax expense from continuing operations 1.57 4.31 54.57 39.25
Less : Finance Cost 0.55 - 34.09 21.42
Profit / (Loss) before Exceptional items and Tax expense from continuing operations 1.03 4.31 20.48 17.83
Add/(Less): Exceptional items - - - -
Profit / (Loss) before Tax expense from continuing operations 1.03 4.31 20.48 17.83
Less: Tax expense 0.46 - 6.28 5.22
Profit /(Loss) for the period from continuing operations 0.56 4.31 14.20 12.61
Revenue from discontinued operations - 16.91 16.88
Other Income 0.28 1.25 0.28 1.25
Profit/ (Loss) before Depreciation, Finance costs, Exceptional items and Tax expense from discontinued operations 0.28 (2.74) 0.28 (2.88)
Less: Depreciation - 0.42 - 0.42
Profit/ (Loss) before Finance costs, Exceptional items and Tax expense from discontinued operations 0.28 (3.16) 0.28 (3.30)
Less: Finance Cost - 0.44 - 0.27
Profit/ (Loss) before Exceptional items and Tax expense from discontinued operations 0.28 (3.60) 0.28 (3.57)
Add/(Less): Exceptional items - 7.05 - 7.05
Profit / (Loss) before Tax expense from discontinued operations 0.28 3.45 0.28 3.48
Less: Tax Expense 0.05 0.44 0.05 *0.13
Profit /(Loss) after tax for the period from discontinued operations 0.23 3.01 0.23 3.35
Net Profit for the period (before minority interest in case of Consolidated) 0.80 7.32 14.44 15.96
Less:Minority Interest (in case of consolidated) - 5.10 4.46
Net Profit for the period (after minority interest in case of Consolidated) 0.80 7.32 9.34 11.50

'* Deferred Tax

RESULTS OF OPERATIONS

During the year under review, the Company along with its subsidiaries provided a bouquet of services to its clients.

The Company on a standalone basis has recorded profit before exceptional items and tax from continuing operations of Rs. 1.03 Crores for the Financial Year 2019-2020 as against Rs. 4.31 Crores in the corresponding previous year. Profit after exceptional items and tax from continuing operations was Rs. 0.56 Crores for the Financial Year 2019-2020 as against Rs. 4.31 Crores in the previous corresponding year. Total revenue from discontinued operations for the Financial Year 2019-2020 was Rs. 0.28 Crores as against Rs. 18.16 Crores for the corresponding previous year. The total expenses from discontinued operations was Rs. Nil for the Financial Year 2019-2020 as against Rs. 21.76 Crores for the corresponding previous year. The profit after tax from discontinued operations was Rs. 0.23 Crores as against profit of Rs. 3.01 Crores during the corresponding previous year.

The total net profit from continued and discontinued operations was Rs. 0.80 Crores as against Rs. 7.32 Crores for the corresponding previous year.

SUBSIDIARY COMPANIES

At the date of the report, the Company has 7 (Seven) Direct Subsidiaries and 1(One) step down subsidiary. They are as follows:

Direct Subsidiaries:

1. Inditrade Fincorp Limited(Formerly known as: JRG Fincorp Limited)

2. Inditrade Derivatives and Commodities Limited

3. Inditrade Business Consultants Limited

4. Inditrade Insurance Broking Private Limited

5. Inditrade Microfinance Limited

6. Inditrade Housing Finance Limited

7. Inditrade Community Foundation-a Section 8 Company incorporated to primarily undertake CSR activities of the Group.

Step Down Subsidiary:

1. Inditrade Commodities Trading Limited

During the year, the Company sold 15,30,129 Equity Shares of Robocash Private Limited (formerly known as Inditrade Robocash Private Limited), consequent upon which the erstwhile subsidiary of the Company has ceased to be the subsidiary of the Company with effect from 30th September,

2019. Your Company now holds 19.40% of the paid up equity share capital of Robocash Private Limited (formerly known as Inditrade Robocash Private Limited).

ACCOUNTS OF SUBSIDIARIES

The Board of Directors (including Audit Committee) have reviewed the affairs of the Subsidiaries and the salient features of the financials of the Subsidiary Companies which are provided in the prescribed format Form AOC-1 attached as Annexure-I.

The Annual Audited Accounts 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 section Investor Relations.

RESERVES

The Board of Directors of your Company have decided not to transfer any amount for the year under review to the Reserves.

DIVIDEND

Owing to COVID-19 pandemic, there has been complete stoppage of economic activities across the world and the management has been cautiously managing the available liquidity to meet only urgent and unavoidable obligations in a calibrated manner. Considering the significant pressure on the liquidity and complete stoppage of business, and keeping in mind the principle of shared prosperity and sacrifice, it was decided by the Board of Directors that it would be prudent, not to recommend any Dividend for the year under review.

MAJOR EVENTS OCCURRED DURING THE YEAR

Following major events have occurred during the year:

a) State of the Company's Affairs

(i) Cessation of Robocash Private Limited (formerly known as: Inditrade Robocash Private Limited) as the Subsidiary of the Company:

The Company has sold 15,30,129 Equity Shares of Robocash Private Limited (Formerly known as: Inditrade Robocash Private Limited)-(CIN: U65100MH2017PTC293986), consequent upon which Robocash Private Limited has ceased to be the subsidiary of the Company with effect from 30th September, 2019. Your Company now holds 19.40% of the paid up equity share capital of Robocash Private Limited.

(ii) Allotment of Equity Shares by the Subsidiary Company - Inditrade Microfinance Limited:

One of the subsidiaries of your Company, namely Inditrade Microfinance Limited (CIN: U67190MH2016PLC306585) has allotted 1,00,00,000 (One Crore) Equity Shares at a face value of Rs. 10/-(Rupees Ten only) each, to your Company on 5th August, 2019. As on 31st March 2020, Inditrade Capital Limited held 3,45,55,758 Equity Shares constituting 70.52% of the paid up equity share capital of Inditrade Microfinance Limited.

(iii) Surrender of memberships:

Necessary approvals have been received from CDSL, NSDL, NSE and MSEI for the surrender of their respective membership .

(iv) Change of name of the subsidiary:

One of the key subsidiaries of the Company, viz. JRG Fincorp Limited has changed its name to Inditrade Fincorp Limited with effect from 24th September, 2019.

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 Year and till the date of the Report

There are no material changes affecting the financial position of the Company which have occurred since the end of the year and till the date of the report.

The Company is taking all the recommended precautions and safeguard measures as per the directives/guidelines/circulars issued by the Central Government and the respective State Government(s) from time to time as far as prevention and spreading of COVID-19 pandemic is concerned.

Your Company is continuously monitoring and assessing the impact of COVID-19 pandemic on the business, turnover, profitability and liquidity position particularly at subsidiary levels and will be taking all the necessary steps in future in line with the various directives issued by the Regulatory authorities, from time to time.

ISSUE OF SWEAT EQUITY SHARES

The Company has not issued Sweat Equity Shares during the year under review and hence the disclosure as required under

Section 54 read with rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued Equity Shares with differential voting rights and hence the disclosure as required under Section 43 read with rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

CAPITAL STRUCTURE

As on date of the Report ,the Authorized Capital of the Company was 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 was Rs. 23,35,36,260 (Rupees Twenty Three Crores Thirty Five Lakhs Thirty Six Thousand Two Hundred And Sixty only) divided into 2,33,53,626 (Two Crores Thirty Three Lakhs Fifty Three Thousand Six Hundred And Twenty Six) Equity Shares of Rs. 10/- each.

There was no change in the Capital Structure of the Company during the Financial Year under review.

ANNUAL RETURN

As required under Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the Financial Year 2019-2020 is put up on Company's Website and can be accessed at www. inditrade.com.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adherence to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). The Company strives to achieve fairness for all stakeholders and to enhance long term Shareholders value.

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 M/s. BVR & Associates Company Secretaries LLP forms an integral part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

As on 31st March, 2020, Corporate Social Responsibility Committee (CSR Committee) consisted of the following Directors as members:

1. Mrs. Jhuma Guha

2. Mr. K.A Somasekharan

3. Mr. B G Daga

During the year under review. since the Company has fallen out of the purview of the prescribed criteria as laid down in Section 135(1) of the Companies Act, 2013 read with Rule 3(2) of Companies (CSR) Rules, 2014, CSR Provisions are not applicable.

Hence, the CSR Committee accordingly stands dissolved and the requirement to disclose the Corporate Social Responsibility policy in the Company's Website has also been dispensed with.

However, during the relevant Financial Year, an amount of Rs. 1,00,000/- (Rupees One Lakh only) was provided as donation to Inditrade Community Foundation - a group Company which has been incorporated under Section 8 of the Companies Act, 2013 mainly to carry out the CSR related activities.

BOARD MEETINGS

The Board Meetings of the Company were held with requisite notice and with a valid quorum. The Board met 5 times during the Financial Year 2019-2020 on 10th May, 2019, 25th July, 2019, 30th September, 2019, 11th November, 2019 and 28th January, 2020.

The maximum interval between any two meetings did not exceed 120 days.

Details of the composition of the Board Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee of the Board consists of the following members:

a) Mr. B G Daga- Independent Director

b) Mr. K A Somasekharan- Independent Director

c) Mrs. Jhuma Guha- Non- Executive Director

During the year, all the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company as on 31st March, 2020 consisted of six Directors namely, Mr. Brij Gopal Daga (NonExecutive Independent Director), Mr. K A Somasekharan (Non-Executive Independent Director), Mr. Sivanandhan Dhanushkodi (Non-Executive Independent Director), Mrs. Jhuma Guha (Non-Executive Director), Mr. Gurmeet Mohan Singh (Non-Executive Director), and Mr. Anand Kamalkishore Maliwal (Additional and Non Executive Director).

On 28th January, 2020, Mr. Anand Kamalkishore Maliwal (DIN: 07474039) was appointed as Additional and Non Executive Director of the Company liable to retire by rotation subject to the approval of Shareholders in the ensuing Annual General Meeting. In the last Annual General Meeting, the appointment of Mr. Sivanandhan Dhanushkodi was confirmed by the Shareholders.

The following are the Key Managerial Personnel of the Company:

• Mr. Vinod Mohan -Manager and Company Secretary cum Compliance Officer

• Mr. Naveen Kumar Jain - Chief Financial Officer

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, and information provided to the Board etc. The Board and the individual Directors have also evaluated the performance of Independent and NonIndependent Directors, fulfillment 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.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING INDEPENDENT DIRECTORS, KEY MANAGERIAL PERSONS AND SENIOR MANAGEMENT

The Company has a Nomination and Remuneration policy for the performance evaluation of the Chairman, individual Directors, Board and its Committees. The Nomination and Remuneration Committee is responsible for identifying persons who are qualified to become Directors and who may be appointed on Senior Management 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: http://www.inditrade.com/policies

The salient features of the Nomination and Remuneration policy are as follows:

a. The policy has been framed in accordance with the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. The policy spells out the criteria for determining qualifications, positive attributes, independence of a Director and the remuneration of Directors, Key Managerial Personnel and Senior Management including functional heads.

c. The Committee has the discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

d. 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.

e. The Director, KMP and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

f. 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.

g. Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in an individual case.

h. 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 this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and the Nomination and Remuneration Committee shall amend this Policy accordingly.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also given a declaration affirming compliance with the code of conduct of the Company.

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) Regulations, 2014.

Disclosure as required under Employee Benefits 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.

DEPOSITS

During the year, 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 there under.

PARTICULARS OF EMPLOYEES

Disclosure as stipulated under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-II.

DISCLOSURE UNDER SECTION 197(14) AND RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Shareholders approval is being sought in the ensuing Annual General Meeting to pay an amount of Rs. 2 lakhs as Commission to Mr. Sivanandhan Dhanushkodi - Non Executive Independent Director of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Investments, Loans or Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note 8 and 35 to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the Financial Year were in compliance with the 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 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 their approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has framed a Related Party Transactions Policy which is available at the below link

 

http://www.inditrade.com/policies

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.

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 Analysis, is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS AND AUDITOR'S REPORT

Pursuant to provisions of Section 139 of the Companies Act read with the Companies (Audit & Auditors) Rules, 2014, M/s. Haribhakti & Co. LLP, Chartered Accountants, Chennai (holding Registration No. 100332W) were reappointed as Statutory Auditors of the Company to hold office from the conclusion of 24th Annual General Meeting until the conclusion of 28th Annual General Meeting. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Report given by M/s. Haribhakti & Co. LLP, Chartered Accountants for the Financial Year 2019-2020 forms part

of the Annual Report. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There are no audit qualifications, reservations or adverse remarks from the Statutory Auditors during the year under review.

SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

M/s. SVJS & Associates, Practicing Company Secretaries, Kochi were appointed to conduct the Secretarial Audit of the Company for the Financial Year 2019-2020 as required under Section 204 of the Companies Act, 2013 and the rules made thereunder.

There are no audit qualifications, reservations or adverse remarks by the Company Secretary in Practice in his Secretarial Audit Report

The Secretarial Audit Report for the Financial Year 20192020 forms a part of the Annual Report.

Three subsidiaries of the Company, namely Inditrade Fincorp Limited (Formerly known as: JRG Fincorp Limited), Inditrade Microfinance Limited and Inditrade Business Consultants Limited are coming within the ambit of "Material Subsidiary" as per the amended Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Financial Year 2019-2020.

The Secretarial Audit Reports of Inditrade Fincorp Limited (Formerly known as: JRG Fincorp Limited), Inditrade Microfinance Limited and Inditrade Business Consultants Limited for the Financial Year 2019-2020 are enclosed separately and forms part of the Annual Report of the Company.

Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019 , the Company will be submitting the Secretarial Compliance Report from Practicing Company Secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued there under with the Stock Exchange within the prescribed due date.

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.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION 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 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.

The Company had no foreign exchange earnings or outgo during the Financial Year under review.

INTERNAL 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 Internal Auditors from outside the Company to review and monitor the internal financial controls and their adequacy. The Internal Financial Controls of the Company are adequate and commensurate with the size and nature of business of the Company.

RISK MANAGEMENT

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

REPORTING OF FRAUDS

There was no instance of fraud during the Financial Year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act 2013 and Rules framed thereunder.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In order to address the genuine concerns and grievances of the Directors and Employees of the Company, the Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and employees pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of 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:

 

http://www.inditrade.com/policies

MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the Financial Year 20192020:

• No. of complaints at the beginning of the year 2019-2020: NIL

• No. of complaints received during the year 2019-2020 : NIL

• No. of complaints disposed off during the year 2019-2020: NA

• No. of complaints at the end of the year 2019-2020 : NIL

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors affirm:

(a) that in the preparation of the annual accounts for the Financial Year ended 31st March, 2020, the applicable Accounting Standards have been followed and there were no material departures,

(b) that the Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2020 and of the profit of the Company for the Financial Year ended on that date,

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

(d) that the Directors have prepared annual accounts for the Financial Year ended 31st March, 2020 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.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Regulators, Stock Exchanges, 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 indispensible for smooth functioning of the Company. Your involvement as Shareholders is also greatly valued and your Directors look forward to your continued support.

For and on behalf of the Board
of Directors of Inditrade Capital Limited
Sd/- Sd/-
Jhuma Guha Anand Kamalkishore Maliwal
Director Director
DIN:00007454 DIN:07474039
Date: 28th May, 2020
Place: Mumbai