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Inditrade Capital Ltd.

BSE: 532745 Sector: Financials
NSE: N.A. ISIN Code: INE347H01012
BSE 15:42 | 05 Dec 34.50 -2.55
(-6.88%)
OPEN

36.05

HIGH

37.15

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34.50

NSE 05:30 | 01 Jan Inditrade Capital Ltd
OPEN 36.05
PREVIOUS CLOSE 37.05
VOLUME 38138
52-Week high 45.00
52-Week low 24.45
P/E 28.05
Mkt Cap.(Rs cr) 81
Buy Price 0.00
Buy Qty 0.00
Sell Price 34.95
Sell Qty 306.00
OPEN 36.05
CLOSE 37.05
VOLUME 38138
52-Week high 45.00
52-Week low 24.45
P/E 28.05
Mkt Cap.(Rs cr) 81
Buy Price 0.00
Buy Qty 0.00
Sell Price 34.95
Sell Qty 306.00

Inditrade Capital Ltd. (INDITRADECAP) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 28th Annual Reportof your Company and the Audited Financial Statements for the financial year ended 31stMarch 2022.

FINANCIAL RESULTS

(Rs in Lakhs)

Particulars Standalone Consolidated
For the financial year ended 31st March 2022 For the financial year ended 31st March 2021 For the financial year ended 31st March 2022 For the financial year ended 31st March 2021
Total Revenue 427.17 147.40 19899.31 17836.65
Other Income 126.30 22.46 196.10 422.74
Less: Expenditure 280.36 52.48 15648.88 13842.28
Profit/ (Loss) before Depreciation Finance costs Exceptional items and Tax expense 273.11 117.38 4446.53 4417.11
Less: Depreciation 151.47 7.89 472.04 326.93
Profit / (Loss) before Finance costs Exceptional items and Tax expense 121.64 109.49 3974.49 4090.18
Less : Finance Cost 210.95 94.26 3288.20 2851.29
Profit / (Loss) before Exceptional items and Tax expense (89.31) 15.23 686.29 1238.89
Add/(Less): Exceptional items 0 0 0 0
Profit / (Loss) before Tax expense (89.31) 15.23 686.29 1238.89
Less: Tax expense 41.90 (2.62) 318.25 384.77
Profit /(Loss) for the financial year (131.21) 17.85 368.04 854.12
Share of profit from associate - - 14.64 -
Net Profit for the financial year (before minority interest in case of Consolidated) - - 382.68 854.12
Less: Minority Interest (in case of consolidated) - - (124.91) 261.33
Net Profit for the financial year (after minority interest in case of Consolidated) - - 507.59 592.79

RESULTS OF OPERATIONS

During the financial year under review the Company along with itssubsidiaries/ associate companies provided a bouquet of services to their customers.

The Company on a standalone basis has recorded loss before exceptionalitems and tax from operations of Rs 89.31 Lakhs for the financial year 2021-2022 asagainst profit of Rs 15.23 Lakhs in the corresponding previous financial year. Loss afterexceptional items and tax from operations stood at Rs 131.21 Lakhs for the financial year2021-2022 as against profit of Rs 17.85 Lakhs in the previous financial year.

SUBSIDIARY COMPANIES

As on 31st March 2022 the Company has 5 (Five) directsubsidiaries 1(One) step-down subsidiary and 2 (Two) associate companies as follows:

Direct Subsidiaries:

1. Inditrade Fincorp Limited.

2. Inditrade Business Consultants Limited.

3. Inditrade Microfinance Limited.

4. Inditrade Technologies Limited (Formerly known as Inditrade HousingFinance Limited).

5. Inditrade Community Foundation - a Section 8 company incorporated toprimarily undertake CSR activities of the Inditrade Group.

Step-down Subsidiary:

1. Inditrade Scalerator Limited (Formerly known as InditradeCommodities Trading Limited).

Associate Companies

1. Inditrade Rural Marketing Limited (Formerly known as InditradeDerivatives and Commodities Limited).

2. Inditrade Insurance Broking Private Limited.

ACCOUNTS OF SUBSIDIARIES AND ASSOCIATE COMPANIES

The Board of Directors as well as the Audit Committee have reviewed theaffairs of the subsidiary and associate companies and the salient features of theirfinancial statements in the prescribed Form AOC-1 are annexed as

Annexure-I.

The audited financial statements of the subsidiary companies and therelated detailed information will be made available to the Shareholders of the Company atthe Registered Office of the Company and on the Company website www.inditrade.com underthe ‘Investor Relations' section.

RESERVES

The Board of Directors of the Company has decided not to transfer anyamount for the financial year under review to the Reserves.

DIVIDEND

Due to continued challenges posed by the COVID-19 pandemic through itswaves considering the pressure on the liquidity and business operations and keeping inmind the principle of shared prosperity and sacrifice it is 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 underreview:

a) State of the Company's Affairs:

(i) Changes in the shareholding of the Subsidiaries:

Inditrade Rural Marketing Limited (IRML) (formerly known as InditradeDerivatives and Commodities Limited) ceased to be a subsidiary of Inditrade CapitalLimited with effect from 15th December 2021 consequent upon a preferentialallotment of equity shares by IRML. As on 31st March 2022 IRML is anassociate company (as defined in Section 2(6) of the Companies Act 2013) of InditradeCapital Limited.

Inditrade Insurance Broking Private Limited (IIBPL) ceased to be asubsidiary of Inditrade Capital Limited with effect from 3rd November 2021consequent upon a transfer of 3315000 equity shares representing 51% of the totalequity share capital of IIBPL to Juno Moneta Technologies Private Limited the holdingcompany of Inditrade Capital Limited in terms of the relevant regulatory requirement. Ason 31st March 2022 IIBPL is an associate company (as defined in Section 2(6)of the Companies Act 2013) and fellow subsidiary of Inditrade Capital Limited.

b) Change in nature of business by the subsidiaries:

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

c) Material changes and commitments if any affecting the financialposition of the Company having occurred since the end of the financial year and till thedate of the Report:

There are no material changes affecting the financial position of theCompany which have occurred since the end of the financial year under review and till thedate of this report.

The Company is taking all the precautions and safeguarding measures asper the directives/guidelines/circulars issued by the Central Government and therespective State Government(s) from time to time as far as prevention and spreading ofCOVID-19 pandemic is concerned.

Your Company is continuously monitoring and assessing the impact ofCOVID-19 pandemic on the business turnover profitability and liquidity positionparticularly at subsidiary levels and will be taking all the necessary steps in future inline 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 financialyear under review and hence the disclosure under Section 54 read with rule 8(13) ofCompanies (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 votingrights and hence the disclosure under Section 43 read with rule 4(4) of Companies (ShareCapital and Debentures) Rules 2014 is not required to be made.

MAINTENANCE OF COST RECORDS

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

CAPITAL STRUCTURE

As on date of the Report the Authorised Share Capital of the Companywas 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 theCompany was Rs 233536260/- (Rupees Twenty-Three Crores Thirty-Five Lakhs Thirty-SixThousand Two Hundred and Sixty only) divided into 23353626 (Two Crores Thirty-ThreeLakhs Fifty-Three Thousand Six Hundred and Twenty-Six) Equity Shares of Rs 10/- each.

There was no change in the Share Capital Structure of the Companyduring the financial year under review.

ANNUAL RETURN

As required under Section 134(3)(a) of the Companies Act 2013 theAnnual Return for the financial year 2021-2022 is available on the Company's Website andcan be accessed at https://www.inditrade.com/ investor-relationship.aspx.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporategovernance and adherence to the corporate governance requirements set out by theSecurities and Exchange Board of India (SEBI) and the Companies Act 2013. The Companystrives to achieve fairness for all stakeholders and to enhance long-term value toShareholders.

As per Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section onCorporate Governance practices followed by the Company together with the certificate fromBVR & Associates Company Secretaries

LLP forms an integral part of this Annual Report.

BOARD MEETINGS

The Board Meetings of the Company were held with requisite notice andwith a valid quorum. The Board met 4 (four) times during the financial year 2021-2022 on22nd May 2021 6th August 2021 2nd November 2021 and3rd February 2022.

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

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

AUDIT COMMITTEE

The composition of the Audit Committee is as below:

a) Mr. Brij Gopal Daga (Chairman) - Non-Executive Independent Director.

b) Mr. Kerachan Ayyappan Somasekharan (Member) - Non-ExecutiveIndependent Director.

c) Mr. Radhakrishna Nair (Member) - Non- Executive Independent Director

d) Mrs. Jhuma Guha (Member) - Non- Executive Director.

There were no changes in the composition of the Audit Committee duringthe financial year under review.

During the financial year 2021-2022 all the recommendations made bythe Members of the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee is asbelow:

a) Mr. Kerachan Ayyappan Somasekharan (Chairman) - Non-ExecutiveIndependent Director.

b) Mr. Brij Gopal Daga (Member)- Non-Executive Independent Director.

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

There were no changes in the composition of the Nomination andRemuneration Committee during the financial year under review.

During the financial year 2021-2022 all the recommendations made bythe Members of the Nomination and Remuneration Committee were accepted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is as below:

a) Mr. Kerachan Ayyappan Somasekharan (Chairman) - Non-ExecutiveIndependent Director.

b) Mr. Brij Gopal Daga (Member)- Non-Executive Independent Director.

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

There were no changes in the composition of the StakeholdersRelationship Committee during the financial year under review.

CSR

The provisions related to CSR activities under Section 135 of theCompanies Act 2013 were not applicable to the Company for the financial year underreview since the Company's net worth turnover and net profit was below the thresholdspecified therein.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March 2022 the Board of your Company consistedof eight Directors namely Mr. Sudip Bandyopadhyay - Non-Executive Director (DIN:00007382) Mr. Brij Gopal Daga - Independent Director (DIN: 00004858) Mr. RadhakrishnaNair - Independent Director (DIN: 07225354) Mr. Kerachan Ayyappan Somasekharan-Independent Director (DIN: 01573721) Mr. Sivanandhan Dhanushkodi - Independent Director(DIN: 03607203) Mr. Sudhangshu Shekhar Biswal - Independent Director (DIN: 07580667)Mrs. Jhuma Guha - Non-Executive Director (DIN: 00007454) and Mr. Anand KamalkishoreMaliwal - Non-Executive Director (DIN: 07474039).

Mr. Vinod Mohan Company Secretary and Compliance Officer cum Managertendered his resignation with effect from the close of business hours of 6thAugust 2021 which was accepted by the Board of Directors. The Board placed on record itsappreciation for the valuable services rendered by him during his tenure as the CompanySecretary and Compliance Officer cum Manager of the Company.

The Board of Directors of the Company on the recommendation ofNomination and Remuneration Committee appointed Ms. Maya Menon as the Compliance Officerwith effect from 6th August 2021 under the provision of the SEBI (LODR)Regulations 2015 and as the Company Secretary cum Manager of the Company under theprovisions of the Companies Act 2013 with effect from 2nd November 2021.

The aforesaid appointment of Ms. Maya Menon as the Manager of theCompany under the provisions of Section 196 and 203 of the Companies Act 2013 is beingplaced before the Members at the 28th Annual General Meeting for their approvalby way of a Special Resolution in terms of Section 196(4) of the Companies Act 2013.

As per the provisions of the Companies Act 2013 Mrs. Jhuma Guha (DIN:00007484) is retiring by rotation at the 28th Annual General Meeting and beingeligible has offered herself for re-appointment which has been recommended by theNomination and Remuneration Committee and the Board of Directors of the Company and thenotice for the 28th Annual General Meeting contains the details of the saidre-appointment.

All the Independent Directors of the Company have complied with therequirements laid down under Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules 2014.

The following are the Key Managerial Personnel of the Company as on 31stMarch 2022:

• Ms. Maya Menon -Company Secretary cum Compliance Officer &Manager

• Mr. Naveen Kumar Jain - Chief Financial Officer

EVALUATION BY BOARD OF ITS PERFORMANCE AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS

The Board has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the

working of the Committees of the Board. The Board performance wasevaluated based on inputs received from all the Directors after considering criteria suchas Board composition and structure effectiveness of Board/ Committees processesinformation provided to the Board etc. The Board (excluding the director being evaluated)have also evaluated the performance of Independent and Non-Independent Directorsfulfilment of their independence criteria and their independence from the managementperformance of the Board as a whole and that of the Chairman of the Meetings/Committees.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDINGINDEPENDENT DIRECTORS KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The Company has a Nomination and Remuneration policy for theperformance evaluation of the individual directors the Board as a whole and itsCommittees. The Nomination and Remuneration Committee is responsible for identifyingpersons who are qualified to become directors and who may be appointed in the seniormanagement positions in accordance with the criteria laid down in the Nomination andRemuneration Policy. The Committee also reviews the policy regarding the criteria forappointment and remuneration of directors including Independent Directors Key ManagerialPersonnel and Senior Management. The Committee also recommends to the Board theappointment of any new Directors/Key Managerial Personnel or removal of the existingDirectors/Key Managerial Personnel. The Committee recommends to the Board as to whether toextend or continue the term of appointment of the Independent Directors on the basis ofthe report of performance evaluation of Independent Directors. After carefully evaluatingand analysing the recommendations of the Nomination and Remuneration Committee the Boardof Directors of the Company decide whether to appoint a new Director/Key ManagerialPersonnel or remove an existing Director/ Key Managerial Personnel 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 : https://www.inditrade.com/policies.aspx.

The salient features of the Nomination and Remuneration policy(‘the policy') are as follows:

a. The policy has been framed in accordance with the relevantprovisions of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

b. The policy spells out the criteria for determining qualificationspositive attributes independence of a Director and the remuneration of Directors KeyManagerial Personnel and Senior Management including functional heads.

c. The Committee has the discretion to decide whether thequalification expertise and experience possessed by a person are sufficient/ satisfactoryfor the concerned position. No Independent Director shall hold office for more than twoconsecutive terms of maximum 5 years each. In the event the same person is to be appointedas an Independent Director after two consecutive terms of five years a cooling period of3 years is required to be fulfilled.

d. The Director KMP and Senior Management shall retire as per theapplicable 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 thesame position/ remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

e. The remuneration/commission shall be in accordance with thestatutory provisions of the Companies Act 2013 and the rules made thereunder for the timebeing in force.

f. Deviations on elements of this policy in extraordinarycircumstances when deemed necessary in the interests of the Company will be made ifthere are specific reasons to do so in an individual case.

g. In case of any amendment(s) clarification(s) circular(s) etc.issued by the relevant authorities not being consistent with the provisions laid downunder the Policy then such amendment(s) clarification(s) circular(s) etc. shall prevailupon the provisions hereunder and the Nomination and Remuneration Committee shall amendthe Policy accordingly.

DECLARATION BY INDEPENDENT DIRECTORS

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

The Board of Directors is of the opinion that the Independent Directorsof the Company possess integrity necessary expertise and experience.

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 (ShareBased Employee Benefits and Sweat Equity) Regulations 2021.

Disclosure as required under SEBI Regulations read with SEBI circularno. 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 andsafety of employees of the Inditrade group of companies. Sanitation and fumigation ofoffices was regularly done. All the directives of the Central Government and theapplicable State Governments were duly followed regarding the functioning of offices. Workfrom home option was provided to the employees. COVID-19 insurance policy which wasintroduced in the year 2020 for the employees was continued apart from holding ofvaccination drives at major locations.

DEPOSITS

During the financial year under review the Company does not hold/ hasnot accepted any deposits within the meaning of Chapter V of the Companies Act 2013 andthe rules made thereunder.

PARTICULARS OF EMPLOYEES

Disclosure as stipulated under Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as

Annexure-II.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of Investments Loans or Guarantees covered under theprovisions of Section 186 of the Companies Act 2013 are given in the Note 6 7 and 31 tothe Standalone Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company duringthe financial year under review were in compliance with the applicable provisions of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. There are no materially significant Related Party Transactions made bythe Company with the Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interests of the Company at large.

All Related Party Transactions were placed before the Audit Committeeand also before the Board for its approval. Prior omnibus approval of the Audit Committeewas obtained for the transactions which were of repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted were reviewed and statementsgiving details of all related party transactions were placed before the Audit Committeeand the Board of Directors for their approval on a quarterly basis.

The Company has framed a Related Party Transactions Policy which isavailable at: https://www.inditrade.com/policies.aspx

There are no material related party transactions which are not inordinary course of business or which are not on arm's length basis and hence there is noinformation to be provided as required under Section 134(3)(h) of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014.

Pursuant to the amendment in the SEBI (LODR) Regulations 2015 theCompany seeks approval of shareholders for related party transactions to be entered intowith subsidiary companies and other related parties falling within the purview ofRegulation 23 of the SEBI (LODR) Regulations 2015. The required details are set out asitem no. 5 in the notice for 28th Annual General Meeting of the Company.

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 Discussionand Analysis is presented 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 2013read with the Companies (Audit and Auditors) Rules 2014 Haribhakti & Co. LLPChartered Accountants Chennai (ICAI Firm Registration No. 103523W/ W100048) werereappointed as the Statutory Auditors of the Company to hold office from the conclusion of24th Annual General Meeting until the conclusion of 29th AnnualGeneral Meeting. The Statutory Auditors have confirmed that they are not disqualified fromcontinuing as the Statutory Auditors of the Company.

The reports given by Statutory Auditors of the Company on the auditedfinancial statements for the financial year 2021-2022 forms part of this Annual Report.The Notes on Financial Statements referred to in the Statutory Auditors' Report areself-explanatory and do not call for any further comments. The Statutory Auditors' reportdo not contain any qualification reservation adverse remark or disclaimer.

SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

M/s. SVJS & Associates Practicing Company Secretaries Kochi wereappointed to conduct the Secretarial Audit of the Company for the financial year2021-2022 as required under the Section 204 of the Companies Act 2013 and the rules madethereunder. The Secretarial Audit Report for the financial year 2021-2022 forms a part ofthis Annual Report.

The Secretarial Audit report do not contain any qualificationreservation adverse remark or disclaimer.

Three subsidiaries of the Company namely Inditrade Fincorp LimitedInditrade Microfinance Limited and Inditrade Business Consultants Limited are comingwithin the ambit of "Material Subsidiary" as per the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 for thefinancial year 2021-2022. Accordingly pursuant to Regulation 24A of the SEBI (LODR)Regulations 2015 the Secretarial Audit Reports of Inditrade Fincorp Limited InditradeMicrofinance Limited and Inditrade Business Consultants Limited for the financial year2021-2022 are annexed and forms part of this Annual Report.

The observations and comments given by the Secretarial Auditors intheir reports are self-explanatory and hence do not call for any further comments underSection 134 of the Companies Act 2013.

Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8th February2019 the Company has submitted the Secretarial Compliance Report from a PracticingCompany Secretary for the financial year 2021-2022 on compliance of all applicable SEBIRegulations and circulars/guidelines issued thereunder with the Stock Exchange within theprescribed due date.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Considering the nature of activities of the Company the informationrequired under Section 134(3)(m) of the Companies Act 2013 read with Companies(Accounts) Rules 2014 relating to Energy Conservation Technology Absorption is notapplicable to the Company. However the efforts made by the Company along with its GroupCompanies towards technology absorption includes the following:

I. Adoption of the latest state-of-the-art data centre software andhardware tools available in the market for rendering lending and other services moreefficiently and effectively.

II. Implemented server virtualisation to reduce the Server Power andManagement foot prints.

III. Implemented the Log management to identify detailed servernetwork and application issues and proactively clear them so that they do not affect thebusiness operations.

IV. Designed and implemented quality network server and IT securitysystems that accommodate and protect the digital information.

The Company had no foreign exchange earnings or outgo during thefinancial year under review.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has an effective internal control and risk mitigationsystem which is reviewed and constantly updated. The internal controls including theinternal financial control of the Company are managed and reviewed by the Audit Committeeand apart from the staff employed by the Company the Company has also appointedindependent Internal Auditors to review and monitor the internal financial controls andtheir adequacy. The Internal Financial Controls of the Company are adequate andcommensurate with the size and nature of business of the Company.

RISK MANAGEMENT

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

REPORTING OF FRAUDS

There was no instance of fraud during the financial year under reviewwhich required the Statutory Auditors to report to the Audit Committee and / or the Boardunder 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 theDirectors 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 theCompanies Act 2013 and Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Vigil Mechanism provides adequate safeguards againstvictimisation of Director(s) or employee(s) or any other person who avails the mechanismand also provides for direct access to the Chairperson of the Audit Committee inappropriate or exceptional cases.

The Vigil Mechanism is available on the website of the Company at:https://www.inditrade.com/policies.aspx

MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

No significant or material orders were passed by the regulators orcourts or tribunals which are likely to impact the going concern status and Company'soperation 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 SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. TheCompany has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

The following is a summary of sexual harassment complaints received anddisposed off during the financial year 2021-2022:

• No. of complaints at the beginning of the financial year2021-2022 : NIL

• No. of complaints received during the financial year 2021-2022:NIL

• No. of complaints disposed off during the financial year2021-2022 :NIL

• No. of complaints at the end of the financial year 2021-2022:NIL

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review the Company has complied withthe applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) that in the preparation of the annual accounts for the financialyear ended 31st March 2022 the applicable Accounting Standards have beenfollowed and there are no material departures

(b) that the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as on 31stMarch 2022 and of the loss of the Company for the financial year ended on that date

(c) that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities

(d) that the Directors have prepared the annual accounts for thefinancial year ended 31st March 2022 on a going concern basis

(e) that the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively and

(f) that the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are adequate andoperating effectively.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for theassistance and guidance provided by the regulators BSE Limited other statutory bodiesand the Company's bankers for the assistance cooperation and encouragement extended tothe Company. Your Directors wish to place on record their appreciation for thecontributions made by the employees of Inditrade group at all levels for their effortshard work and support which are indispensable for smooth functioning of the Company. Yourinvolvement as Shareholders is also greatly valued and your Directors look forward to yourcontinued support.

For and on behalf of the Board of Directors

Sd/- Sd/-
Sudip Bandyopadhyay Jhuma Guha
Director Director
DIN: 00007382 DIN:00007454
Date: 24th May 2022
Place: Mumbai

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