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Inditrade Capital Ltd.

BSE: 532745 Sector: Financials
NSE: N.A. ISIN Code: INE347H01012
BSE 00:00 | 17 Sep 37.35 -0.15
(-0.40%)
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37.90

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NSE 05:30 | 01 Jan Inditrade Capital Ltd
OPEN 37.90
PREVIOUS CLOSE 37.50
VOLUME 84471
52-Week high 54.50
52-Week low 24.00
P/E 1245.00
Mkt Cap.(Rs cr) 87
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 37.90
CLOSE 37.50
VOLUME 84471
52-Week high 54.50
52-Week low 24.00
P/E 1245.00
Mkt Cap.(Rs cr) 87
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Inditrade Capital Ltd. (INDITRADECAP) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 27th Annual Report of your Company and theAudited Financial Statements for the Financial Year ended 31st March 2021.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

For the Year ended March 312021 For the Year ended March 31 2020 For the Year ended March 312021 For the Year ended March 312020
Revenue from Continuing Operations 147.40 49.45 17836.65 13237.08
Other Income 22.46 239.99 422.74 502.71
Less: Expenditure 52.48 125.77 13842.28 8057.95
Profit/ (Loss) before Depreciation Finance costs Exceptional items and Tax expense from continuing operations 117.38 163.67 4417.11 5681.84
Less: Depreciation 7.89 6.45 326.93 224.61
Profit / (Loss) before Finance costs Exceptional items and Tax expense from continuing operations 109.49 157.22 4090.18 5457.23
Less : Finance Cost 94.26 54.50 2851.29 3408.83
Profit / (Loss) before Exceptional items and Tax expense from continuing operations 15.23 102.72 1238.89 2048.40
Add/(Less): Exceptional items 0 0 0 0
Profit / (Loss) before Tax expense from continuing operations 15.23 102.72 1238.89 2048.40
Less: Tax expense (2.62) 46.48 384.77 628.20
Profit /(Loss) for the period from continuing operations 17.85 56.24 854.12 1420.20
Net Profit for the period (before minority interest in case of Consolidated) - - 854.12 1443.51
Less: Minority Interest (in case of consolidated) - - 261.33 510.01
Net Profit for the period (after minority interest in case of Consolidated) - - 592.79 933.50

RESULTS OF OPERATIONS

During the Financial Year under review the Company along with its subsidiariesprovided a bouquet of services to its clients.

The Company on a standalone basis has recorded profit before exceptional items and taxfrom continuing operations of Rs.15.23 lakhs for the Financial Year 2020-2021 as againstRs.102.72 lakhs in the corresponding previous year. Profit after exceptional items and taxfrom continuing operations was Rs.17.85 lakhs for the Financial Year 2020-2021 as againstRs.56.24 lakhs in the previous year. Total revenue from discontinued operations for theFinancial Year 2020-2021 was Nil as against Rs.27.98 lakhs for the corresponding previousyear. The total expenses from discontinued operations was NIL for the Financial Year20202021 as against Nil for the corresponding previous year. The profit after tax fromdiscontinued operations was Nil as against profit of Rs.23.31 lakhs during thecorresponding previous year.

The total net profit from continued and discontinued operations was Rs.17.85 lakhs asagainst Rs.79.55 lakhs for the corresponding previous year.

The Company has also prepared consolidated financial statements in addition to thestandalone financial statements of the Company.

SUBSIDIARY COMPANIES

As on the date of the report the Company has 7 (Seven) direct subsidiaries and 1(One)step-down subsidiary as follows:

Direct Subsidiaries:

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

2. Inditrade Rural Marketing Limited (Formerly known as: Inditrade Derivatives andCommodities Limited).

3. Inditrade Business Consultants Limited.

4. Inditrade Insurance Broking Private Limited.

5. Inditrade Microfinance Limited.

6. Inditrade Technologies Limited (Formerly known as: Inditrade Housing FinanceLimited).

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

Step-down Subsidiary:

1. Inditrade Scalerator Limited (Formerly known as: Inditrade Commodities TradingLimited).

ACCOUNTS OF SUBSIDIARIES

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

The Annual Audited Accounts of the Subsidiary Companies and the related detailedinformation will be made available to the Shareholders of the Company at the RegisteredOffice of the Company and on the Company website www.inditrade.com under the'Investor Relations' section.

RESERVES

The Board of Directors of your Company has decided not to transfer any amount for theFinancial Year under review to the Reserves.

DIVIDEND

Due to first wave of COVID-19 Pandemic the business of the group companies hadsuffered for the first five months of the Financial Year under review. Owing to the secondwave of COVID-19 pandemic due to several restrictions imposed by the Central and StateGovernments lending activities had completed stopped from the month of March 2021.Consequently the management has been cautiously managing the available liquidity to meetonly urgent and unavoidable obligations in a calibrated manner. Considering thesignificant pressure on the liquidity and complete stoppage of business and keeping inmind the principle of shared prosperity and sacrifice it was decided by the Board ofDirectors that it would be prudent not to recommend any dividend for the Financial Yearunder review.

MAJOR EVENTS THAT HAVE OCCURRED DURING THE FINANCIAL YEAR

Following major events have occurred during the Financial Year:

a) State of the Company's Affairs:

(i) Execution of Term Sheet by the Company and Others

The Company along with its subsidiary Inditrade Rural Marketing Limited("IRML") (Formerly known as: Inditrade Derivatives and Commodities Limited) hassigned a Non-binding Term Sheet with Inthree Access Services Private Limited (IASPL)(CIN:U52100TN2013PTC090074) and Mr. N Karthik Mr. H Narayanan and Mr. R Ramanathan on5th November 2020 in connection with a proposal for carrying out retail distributionbusiness of various consumer products in IRML.

(ii) Change of name of the subsidiary:

Three of the subsidiaries of the Company viz. Inditrade Commodities Trading Limitedhas changed its name to Inditrade Scalerator Limited with effect from 23rd September2020; Inditrade Housing Finance Limited has changed its name to Inditrade TechnologiesLimited with effect from 19th October 2020 and Inditrade Derivatives and CommoditiesLimited has changed its name to Inditrade Rural Marketing Limited with effect from 18thDecember 2020.

b) Change in nature of business by the subsidiaries:

There are no significant changes in the nature of business carried on by thesubsidiaries of the Company wherein the impact of such changes is 10% or more of theconsolidated turnover or consolidated net worth of Inditrade Capital Limited.

c) Material changes and commitments if any affecting the financial position of theCompany having occurred since the end of the Financial Year and till the date of theReport:

There are no material changes affecting the financial position of the Company whichhave occurred since the end of the Financial Year and till the date of the report.

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

Your Company is continuously monitoring and assessing the impact of COVID-19 pandemicon the business turnover profitability and liquidity position particularly at subsidiarylevels and will be taking all the necessary steps in future in line with the variousdirectives issued by the Regulatory authorities from time to time.

ISSUE OF SWEAT EQUITY SHARES

The Company has not issued Sweat Equity Shares during the Financial Year under reviewand 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 thedisclosure as required under Section 43 read with rule 4(4) of Companies (Share Capitaland Debentures) Rules 2014 is not required to be made.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013.

CAPITAL STRUCTURE

As on date of the Report the Authorized Capital of the Company was Rs.400000000/-(Rupees Forty Crore only) divided into 40000000 (Four Crore) Equity Shares of Rs.10/-each and the issued subscribed and paid-up share capital of the Company wasRs.233536260/- (Rupees Twenty-Three Crores Thirty-Five Lakhs Thirty-Six Thousand TwoHundred and Sixty only) divided into 23353626 (Two Crores Thirty- Three LakhsFifty-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 Yearunder review.

ANNUAL RETURN

As required under Section 134(3)(a) of the Companies Act 2013 the Annual Return forthe Financial Year 2020-2021 is available on Company's Website and can be accessed at https://www.inditrade.com/files/investorrelations/annualreturns/annual-returns.pdf.

CORPORATE GOVERNANCE

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

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on Corporate Governancepractices followed by the Company together with the certificate from M/s. BVR &Associates Company Secretaries LLP forms an integral part of the Annual Report.

BOARD MEETINGS

The Board Meetings of the Company were held with requisite notice and with a validquorum. The Board met 4 times during the Financial Year 2020-2021 on 28th May 2020 06thAugust 2020 05th November 2020 and 03rd February 2021.

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

Details of the Board Meetings held composition attendance the Directors at suchMeetings 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. Brij Gopal Daga- Non-Executive Independent Director.

b) Mr. Kerachan Ayyappan Somasekharan- Non-Executive Independent Director.

c) Mrs. Jhuma Guha- Non- Executive Director.

d) Mr. Radhakrishna Nair - Additional Non- Executive and Independent Director (witheffect from 6th August 2020).

During the Financial Year under review all the recommendations made by the AuditCommittee were accepted by the Board.

CSR COMMITTEE:

Since the Company was not fulfilling the CSR applicability criteria laid down inSection 135(1) of the Companies Act 2013 in terms of the net worth turnover and netprofit the CSR Committee was dissolved during the Financial Year in accordance with Rule3(2) of the Companies (Corporate Social Responsibility) Rules 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March 2021 the Board of your Company consisted of eight Directors namelyMr. Brij Gopal Daga - Independent Director (DIN: 00004858) Mr. Kerachan AyyappanSomasekharan- Independent Director (DIN: 01573721) Mr. Sivanandhan Dhanushkodi -Independent Director (DIN: 03607203) Mrs. Jhuma Guha - Non-Executive Director (DIN:00007454) Mr. Sudip Bandyopadhyay - Additional and Non-Executive Director (DIN:00007382) Mr. Anand Kamalkishore Maliwal - Non-Executive Director (DIN: 07474039) Mr.Radhakrishna Nair - Additional and Independent Director (DIN: 07225354) and Mr. SudhangshuShekhar Biswal - Additional and Independent Director (DIN: 07580667).

Mr. Gurmeet Mohan Singh Non-Executive Director (DIN: 03294406) tendered hisresignation from the Directorship of the Company with effect from the close of businesshours on 28th May 2020 due to his pre-occupation elsewhere which was accepted by theBoard of Directors.

On 06th August 2020 Mr. Radhakrishna Nair (DIN: 07225354) was appointed as anAdditional and Independent Director of the Company subject to the approval ofShareholders in the ensuing Annual General Meeting. On 05th November 2020 Mr. SudhangshuShekhar Biswal (DIN: 07580667) was appointed as an Additional and Independent Director ofthe Company subject to the approval of Shareholders in the ensuing Annual GeneralMeeting. On 10th March 2021 Mr. Sudip Bandyopadhyay (DIN: 00007382) was appointed as anAdditional and Non-Executive Director of the Company and being eligible proposed to beappointed as a Director of the Company in the ensuing Annual General Meeting.

The Board of Directors of the Company on February 03 2021 on the recommendation ofNomination and Remuneration Committee has approved the re-appointment of Mr. Brij GopalDaga (DIN: 00004858) and Mr. Kerachan Ayyappan Somasekharan (DIN: 01573721) as IndependentDirectors of the Company for the second term of five years effective from February 152021 till February 14 2026. The Board during its evaluation was appreciative of theirvaluable contribution at the Board deliberations and were of the view that their continuedassociation would be of immense benefit to the Company considering their leadershipquality and vast industrial experience spanning more than five decades in the financialservices sector.

The said re-appointment shall be subject to the approval of the shareholders by way ofa Special Resolution.

Mr. Anand Kamalkishore Maliwal - Non-Executive Director (DIN: 07474039) is retiring byrotation as the Director of the Company at the ensuing Annual General Meeting and beingeligible has offered himself for re-appointment which has been recommended by theNomination and Remuneration Committee and the Board of Directors of the Company.

All the Independent Directors of the Company have complied with the requirements laiddown under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules2014.

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 INDIVIDUALDIRECTORS

The Board has carried out an annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of the Committees of theBoard. The Board performance was evaluated based on inputs received from all the Directorsafter considering criteria such as Board composition and structure effectiveness ofBoard/ Committees processes information provided to the Board etc. The Board and theindividual Directors have also evaluated the performance of Independent and NonIndependentDirectors fulfilment of their independence criteria and their independence from themanagement performance of the Board as a whole and that of the Chairman of the Meetings.

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

The Company has a Nomination and Remuneration policy for the performance evaluation ofthe Chairman individual Directors Board and its Committees. The Nomination andRemuneration Committee is responsible for identifying persons who are qualified to becomeDirectors and who may be appointed in Senior Management positions in accordance with thecriteria laid down in the Nomination and Remuneration Policy. The Committee also reviewsthe policy regarding the criteria for appointment and remuneration of Directors includingIndependent Directors Key Managerial Persons and Senior Management. The Committee alsorecommends to the Board the appointment of any new Directors/Key Managerial Personnel orremoval of the existing Directors/Key Managerial Personnel. The Committee recommends tothe Board as to whether to extend or continue the term of appointment of the IndependentDirectors on the basis of the report of performance evaluation of Independent Directors.After carefully evaluating and analyzing the recommendations of the Nomination andRemuneration Committee the Board of Directors of the Company decide whether to appoint anew Director/Key Managerial Personnel or remove an existing Director/ Key ManagerialPersonnel as the case may be.

The Nomination and Remuneration Committee of the Company oversees the implementation ofthe Nomination and Remuneration policy of the Company. The composition of the Nominationand Remuneration Committee and other relevant details are provided in the CorporateGovernance Report. The Nomination and Remuneration policy of the Company is available onthe Company's website at the below mentioned link: http://www.inditrade.com/policies

The salient features of the Nomination and Remuneration policy ('the policy') are asfollows:

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

b. The policy spells out the criteria for determining qualifications positiveattributes independence of a Director and the remuneration of Directors Key ManagerialPersonnel and Senior Management including functional heads.

c. The Committee has the discretion to decide whether the qualification expertise andexperience possessed by a person are sufficient/ satisfactory for the concerned position.No Independent Director shall hold office for more than two consecutive terms of maximum 5years each. In the event the same person is to be appointed as an Independent Directorafter two consecutive terms of five years a cooling period of 3 years is required to befulfilled.

d. The Director KMP and Senior Management shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management in the sameposition/ remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

e. The remuneration/ commission shall be in accordance with the statutory provisions ofthe Companies Act 2013 and the rules made thereunder for the time being in force.

f. Deviations on elements of this policy in extraordinary circumstances when deemednecessary in the interests

of the Company will be made if there are specific reasons to do so in an individualcase.

g. In case of any amendment(s) clarification(s) circular(s) etc. issued by therelevant authorities not being consistent with the provisions laid down under the Policythen such amendment(s) clarification(s) circular(s) etc. shall prevail upon theprovisions hereunder and the Nomination and Remuneration Committee shall amend the Policyaccordingly.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. They have also given a declaration affirming compliance with the code of conduct ofthe Company.

The Board of Directors is of the opinion that the Independent Directors of the Companypossess integrity necessary expertise and experience.

EMPLOYEE STOCK OPTION PLAN (ESOP)

In order to attract and retain talent the Company has put in place - InditradeEmployee Stock Option Plan 2016 which is in compliance with the SEBI (Share BasedEmployee 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 Companywebsite at www.inditrade.com.

INITIATIVES WITH REGARD TO THE HEALTH AND SAFETY OF THE EMPLOYEES

The Company had taken various initiatives for ensuring the health and safety ofemployees of the Inditrade group of companies. Sanitation and fumigation of offices wasregularly done. All the directives of the Central Government and the applicable StateGovernments were duly followed regarding the functioning of offices. Work from home optionwas provided to the employees. COVID- 19 insurance policy was introduced for the employeesapart from holding of vaccination drives at major locations.

DEPOSITS

During the Financial Year under review your Company does not hold/ has not acceptedany deposits within the meaning of Chapter V of the Companies Act 2013 and the rules madethere under.

PARTICULARS OF EMPLOYEES

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

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of Investments Loans or Guarantees covered under the provisions of Section186 of the Companies Act 2013 are given in the Note 6 7 and 33 to the FinancialStatements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financialyear under review were in compliance with the applicable provisions of the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.There are no materially significant Related Party Transactions made by the Company withthe Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interests of the Company at large.

All Related Party Transactions were placed before the Audit Committee and also beforethe Board for their approval. Prior omnibus approval of the Audit Committee was obtainedfor the transactions which were of a repetitive nature. The transactions entered intopursuant to the omnibus approval so granted were reviewed and statements giving details ofall related party transactions were placed before the Audit Committee and the Board ofDirectors for their approval on a quarterly basis.

The Company has framed a Related Party Transactions Policy which is available at thebelow link:

http://www.inditrade.com/policies

There are no material related party transactions which are not in ordinary course ofbusiness or which are not on arm's length basis and hence there is no information to beprovided as required under Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 Management Discussion and Analysis ispresented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS AND AUDITOR'S REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit & Auditors)

Rules 2014 Haribhakti & Co. LLP Chartered Accountants Chennai (ICAI FirmRegistration No. 103523W /W100048) were reappointed as the Statutory Auditors of theCompany to hold office from the conclusion of 24th Annual General Meeting until theconclusion of 28th Annual General Meeting. The Statutory Auditors have confirmed that theyare not disqualified from continuing as the Statutory Auditors of the Company.

The Report given by Haribhakti & Co. LLP Chartered Accountants for the FinancialYear 2020-2021 forms part of the Annual Report. The Notes on Financial Statements referredto 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 StatutoryAuditors during the Financial Year under review.

SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

M/s. SVJS & Associates Practicing Company Secretaries Kochi were appointed toconduct the Secretarial Audit of the Company for the Financial Year 2020-2021 as requiredunder Section 204 of the Companies Act 2013 and the rules made thereunder.

There are no audit qualifications reservations or adverse remarks by the SecretarialAuditors in their Secretarial Audit Report.

The Secretarial Audit Report for the Financial Year 20202021 forms a part of thisAnnual Report.

Three subsidiaries of the Company namely Inditrade Fincorp Limited (Formerly known asJRG Fincorp Limited) Inditrade Microfinance Limited and Inditrade Business ConsultantsLimited are coming within the ambit of "Material Subsidiary" as per the amendedSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 for the Financial Year 2020-2021.

The Secretarial Audit Reports of Inditrade Fincorp Limited (Formerly known as JRGFincorp Limited) Inditrade Microfinance Limited and Inditrade Business ConsultantsLimited for the Financial Year 2020-2021 are enclosed separately and forms part of theAnnual Report of the Company.

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

The observations and comments given by the Secretarial Auditors in their Report areself-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 underSection 134(3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules 2014relating to Energy Conservation Technology Absorption is not applicable to the Company.However the effort made by the Company towards technology absorption includes thefollowing:

I. Adoption of the latest state-of-the-art data centre software and hardware toolsavailable in the market for rendering lending and other services more efficiently andeffectively.

II. Implemented server virtualization to reduce the Server Power and Management footprints.

III. Implemented the Log management to identify detailed server network andapplication issues and proactively clear them so that they do not affect the businessoperations.

IV. Designed and implemented quality network server and IT security systems thataccommodate and protect our digital information

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

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has an effective internal control and risk mitigation system which isreviewed and constantly updated. The internal controls including the internal financialcontrol of the Company are managed and reviewed by the Audit Committee and apart from thestaff employed by the Company the Company has also appointed independent InternalAuditors to review and monitor the internal financial controls and their adequacy. TheInternal Financial Controls of the Company are adequate and commensurate with the size andnature of business of the Company.

RISK MANAGEMENT

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

REPORTING OF FRAUDS

There was no instance of fraud during the Financial Year under review which requiredthe Statutory Auditors to report to the Audit Committee and / or the Board under Section143(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 Employeesof the Company the Company has established a Vigil Mechanism/ Whistle Blower Policy forDirectors and employees pursuant to Section 177(9) of the Companies Act 2013 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Vigil Mechanism provides adequate safeguards against victimization ofDirector(s) or employee(s) or any other person who avails the mechanism and also providesfor direct access to the Chairperson of the Audit Committee in appropriate or exceptionalcases.

The Vigil Mechanism is available in the website of the Company at the below mentionedlink: http://www.inditrade.com/policies

MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

No significant or material orders were passed by the regulators or courts or tribunalswhich are likely to impact the going concern status and Company's operation in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) policy in line with the requirements of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. The Company hascomplied with the provisions relating to the constitution of Internal Complaints Committeeunder 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 offduring the Financial Year 20202021:

• No. of complaints at the beginning of the year 2020-2021 NIL
• No. of complaints received during the year 2020-2021 NIL
• No. of complaints disposed off during the year 2020-2021 NIL
• No. of complaints at the end of the year 20202021 NIL

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year under review the Company has complied with the applicableSecretarial 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 theBoard of Directors affirm:

(a) that in the preparation of the annual accounts for the Financial Year ended 31stMarch 2021 the applicable Accounting Standards have been followed and there were nomaterial departures

(b) that the Directors have selected such accounting policies and have applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on 31st March 2021and 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities

(d) that the Directors have prepared the annual accounts for the Financial Year ended31st March 2021 on a 'going concern' basis

(e) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and

(f) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the assistance andguidance provided by the Regulators BSE Limited other statutory bodies and the Company'sbankers for the assistance cooperation and encouragement extended to the Company. YourDirectors wish to place on record their appreciation for the contributions made by theemployees of Inditrade group at all levels for their efforts hard work and support whichare indispensable for smooth functioning of the Company. Your involvement as Shareholdersis also greatly valued and your Directors look forward to your continued support.

For and on behalf of the Board of Directors
Sd/- Sd/-
Brij Gopal Daga Jhuma Guha
Director Director
DIN:00004858 DIN:00007454
Date: 22nd May 2021
Place: Mumbai

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