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Inditrade Capital Ltd.

BSE: 532745 Sector: Financials
NSE: N.A. ISIN Code: INE347H01012
BSE 00:00 | 17 Aug 66.50 -3.45






NSE 05:30 | 01 Jan Inditrade Capital Ltd
OPEN 71.80
VOLUME 14519
52-Week high 99.50
52-Week low 57.00
P/E 44.33
Mkt Cap.(Rs cr) 155
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 71.80
CLOSE 69.95
VOLUME 14519
52-Week high 99.50
52-Week low 57.00
P/E 44.33
Mkt Cap.(Rs cr) 155
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 23rd Annual Report of your Companyand the Audited Financial Statements of Accounts for the financial year ended 31 March2017.


(Rs in Crores)

Particulars Standalone Consolidated
2017 2016 2017 2016
Total Revenue 27.00 22.14 50.17 49.26
Total Expenditure 23.77 18.48 39.65 28.55
Profit/(Loss) before Tax 3.23 3.65 10.52 20.71
Finance Cost 0.00 0.16 0.95 0.47
Tax Expense 0.28 0.51 2.61 3.41
Exceptional Item 0.00 0.00 0.00 0.00
Profit /(Loss) for the period (before minority interest 3.23 3.65 7.91 20.71
incase of consolidated)
Profit /(Loss) after tax and minority interest 2.95 3.14 5.51 10.73
Reserves & Surplus 59.10 56.15 75.00 68.88


During the year under review the Company along with its subsidiaries provided abouquet of services to its clients and also forayed into microfinance business. Theservices include equity broking derivatives trading commodities derivatives tradingcurrency derivatives trading insurance services NBFC products like margin funding loanagainst shares loan against commodities.

On a standalone basis during the year under review your Company had earned revenue ofRs 27.00 Crores as against

Rs 22.14 Crores in the previous year. The expenditure incurred was Rs 23.77 Crores asagainst Rs 18.48 Crores in the previous year resulting in an after tax profit of Rs 2.95Crores as against an after tax profit of Rs 3.14 Crores in previous year. Despite thechallenging business environment the Company has continued to be profitable during theyear under review.

The total consolidated revenue of your Company for the year ended 31 March 2017 was Rs50.17 Crores as against Rs49.26Croresinthepreviousyearandtheexpenditureincurred wasRs 39.65 Crores against Rs 28.55 Crores in the previous year which resulted in aconsolidated profit before taxes of

Rs 10.52 Crores as against Rs 20.71 Crores during the previous year. After tax expenseof Rs 2.61 Crores and minority interest of Rs 2.40 Crores the consolidated profit for theyear stood at

Rs 5.51 Crores as against Rs 10.73 Crores in the previous year.


At the beginning of the year the Company had 4 (four) direct subsidiaries and 1 (one)step-down subsidiary. A broad overview of the financials of the Subsidiaries of yourCompany is presented separately in AOC -1 attached as


During the year under review further expansion was made by the Company by acquiringnew Companies and making further investments in its subsidiaries. The details ofinvestments made in subsidiaries and acquisitions of new Companies are as follows:

a) Inditrade Microfinance Limited

During the year under review the Company ventured into the Microfinance business bysubscribing to 3685000 (Thirty Six

Lakh Eighty Five Thousand) equity shares of Rs 10/- (Rupees Ten only) eachconstituting 67% of the Paid up Capital of Tree Microfinance Limited (CIN:U67190TN2016PLC103904) on 9 May 2016thereby making it a Subsidiary of the Company.Tree Microfinance Limited is a Company incorporated on 29 January 2016 under theCompanies Act 2013 having its registered office at 15 Padmanaba Street T. NagarChennai Tamil Nadu India – 600017. Subsequently the name of Tree MicrofinanceLimited was changed to Inditrade Microfinance Limited and the registered office of theCompany was shifted to 153 and 155 South West Boag Road T. Nagar Chennai Tamil Nadu -600017.

The Reserve Bank of India has issued certificate of Registration dated 27 March 2017 toInditrade Microfinance Limited to commence/ carry on the business of non-banking financialinstitution without accepting public deposits.

b) Inditrade Commodities Trading Limited

During the year under review Inditrade Business Consultants Limited a wholly ownedsubsidiary of the Company entered into a Share Purchase Agreement with Edel CommoditiesLimited to acquire its entire stake in Edel Commodities Trading Limited (wholly ownedsubsidiary of Edel Commodities Limited). As a result of such acquisition Edel CommoditiesTrading Limited along with its wholly owned foreign subsidiaries Edelweiss CommoditiesChad SARL and Edelweiss Commodities Nigeria Limited became the wholly owned subsidiariesof Inditrade Business Consultants Limited and step down subsidiaries of Inditrade CapitalLimited.

However during the year under review Edel Commodities Trading Limited sold its entirestake in its wholly owned foreign subsidiaries Edelweiss Commodities Chad SARL andEdelweiss Commodities Nigeria Limited. Consequently Edelweiss Commodities Chad SARL andEdelweiss Commodities Nigeria Limited ceased to be the subsidiaries of the Company witheffect from 01 January 2017.

The name of Edel Commodities Trading Limited was also changed to Inditrade CommoditiesTrading Limited during the year under review.

c) Inditrade Derivatives and Commodities Limited

At the beginning of the year your Company was holding 91.5% of the paid up equityshare capital of Inditrade Derivatives and Commodities Limited. During the year underreview the Company subscribed to further 1800000

(Eighteen Lakhs) equity shares at the face value of Rs 10/- (Rupees Ten only) eachresulting in an increase in the equity shareholding by the Company to 95.75% of the paidup equity share capital of Inditrade Derivatives and Commodities Limited.

d) Inditrade Business Consultants Limited

At the beginning of the year Inditrade Business Consultants Limited was the whollyowned subsidiary of the Company. During the year under review Inditrade BusinessConsultants Limited acquired the entire stake in Edel Commodities Trading Limited alongwith that of its wholly owned foreign subsidiaries Edelweiss Commodities Chad SARL andEdelweiss Commodities Nigeria Limited pursuant to the Share Purchase Agreement enteredwith Edel Commodities Limited (Holding Company of Edel Commodities Trading Limited). Inaccordance with the Share Purchase Agreement entered into with Edel Commodities Limited10000 equity shares of Inditrade Business Consultants Limited were issued to EdelCommodities Limited. As a result Inditrade Business Consultants Limited ceased to be thewholly owned subsidiary of the Inditrade Capital Limited.

During the year under review the Company subscribed to a further 6000000 (SixtyLakh) equity shares of Rs 10 each of Inditrade Business Consultants Limited at par. As aresult the present equity share holding of your Company in Inditrade Business ConsultantsLimited is 6099994 (Sixty Lakhs Ninety Nine Thousand Nine Hundred and Ninety Four)equityshares constituting approximately 99.84% of the total equity share capital.

As on 31 March 2017 the Company has 4 (four) direct subsidiaries 2 (two) step-downsubsidiaries.


The Board of Directors (including Audit Committee) has reviewed the affairs of theSubsidiaries and the salient features of the financials of Subsidiary Companies areprovided in the prescribed format AOC -1.

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's website under sectionInvestor Relations. The Company shall furnish a hard copy of the detailed accounts of thesubsidiaries to any shareholder on demand.


During the year under review pursuant to the consent of the shareholders and theapproval of BSE Limited as per Regulation 31A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Mr. Sudip Bandyopadhyay M/s. JunoMoneta Technologies Private Limited and M/s. A.T. Invofin India Private Limited wereclassified as the Promoters of the Company and M/s. Baring India Private Equity Fund IIIListed Investments Limited was reclassified under the Public category.


During the year under review no amount from profit was transferred to reserves.


The Board of Directors do not recommend any dividend to the shareholders for thefinancial year 2016-2017 since the surplus is intended to be ploughed back into thebusiness for its future expansion plans.


(Amount in Lakhs)

Particulars Envisaged in the prospectus Change in utilization* Amount utilized till 31.03.2016 Utilized during the year ended 31.03.2017 Total fund Utilized (Including change in utilization) Amount remaining to be utilized
Middle East Operations 560 (366.66) 193.34 - 193.34 -
Technology Up gradation
Computer Software - 110 - 110 -
Computer Hardware 50 50 -
Regional Office 600 - 628.81 - 628.81 -
Issue Expenses 130 - 147.86 - 147.86 -
Opening new branches in India - 200 155.37 44.63 200 -
Infrastructure development for - 40 15.47 24.53 40 -
Other infrastructural - 126.66 126.66 - 126.66 -
Total 1450.00 - 1427.51 69.16 1496.67 -
Means of Finance
Issue Proceeds - - - - 1450.00 -
Internal Accruals - - - - 46.67 -
Total Utilised - - - - 1496.67 -

*In the Annual General Meeting of the Company held on 25 July 2009 the shareholdershad consented for the change in the utilization of the aforesaid monies totaling toRs366.66 Lakhs raised by the Company during the IPO of its shares from those specified inthe object clause in the prospects inter alia to utilise for expansion activities of theCompany in India for opening new branches infrastructure development for I-Trade andother infrastructure requirements.


The extract of the Annual Return as provided under sub-section (3) of Section 92of the Companies Act 2013 in Form MGT-9 is attached as Annexure II.


The Company is committed to maintain the highest standards of corporate governance andadherence to the corporate governance requirements set out by 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 Kochi Practicing Company Secretary Firm forms an integral part of thisReport.


In accordance with Section 135 of the Companies Act 2013 the Company has constituteda Corporate Social Responsibility Committee (CSR Committee) consisting of the followingdirectors as members:

1. Ms. Jhuma Guha

2. Mr. K.A. Somasekharan

3. Mr. B. G. Daga

As per Section 135 read with Companies (Corporate Social Responsibility) Rules 2014and Schedule VII of the Companies Act 2013 the Company is required to spend at least 2%of the average net profits of the three immediately preceding financial years onCSR-related activities (specified in Schedule VII of the Companies Act 2013).Accordingly the Company was required to spend Rs 641470/- (Rupees six lakhs forty onethousand four hundred and seventy only) towards CSR activities specified in CorporateSocial Responsibility Policy (CSR Policy) of the Company. As per the recommendations ofCSR committee the Company has spent Rs 300000/- (Rupees three lakhs only) on CSRactivities by way of donation to the Society for the Education of the Crippled (Child andAdult) Maharashtra a NGO which was established in 1958. The annual report on CorporateSocial Responsibility activities undertaken by the Company is attached as Annexure III.

The CSR Policy is available on the Company's website in the below mentioned link:


The Board Meetings of the Company were held with requisite notice and with a validquorum. The Board met 6 (six) times during the financial year 2016-17 on 08 April2016; 29 April 2016; 23 May 2016; 10 August 2016;

09 November 2016 and 06 February 2017. The maximum interval between the two meetingsdid not exceed 120 days. Details of the composition of the Board Meetings held attendanceof the Directors at such Meetings and other relevant details are provided in the CorporateGovernance Report which forms part of the Annual Report.


The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition number of meetings andattendance at the meeting are provided in the Corporate Governance Report.


The Company had prepared a Nomination and Remuneration policy for performanceevaluation of the Chairman individual Directors Board and its Committees and the policyalso includes the criteria for appointment and remuneration of Directors includingIndependent Directors Key Managerial Persons and Senior Management. The Nomination andRemuneration policy has been framed in accordance with Section 178 of the Companies Act2013 and Clause 49 of the Listing Agreement [now replaced by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015]. The Nomination and Remuneration Committee ofthe Company oversees the implementation of the Nomination and Remuneration policy of theCompany. The composition of the Nomination and Remuneration Committee and other relevantdetails are provided in the Corporate Governance Report.

The Nomination and Remuneration Policy spells out the criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and senior management employees including functional heads.The Nomination and Remuneration policy of the Company is available on the Company'swebsite:

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee is responsible for identifying persons whoare qualified to become directors and who may be appointed in senior management inaccordance with the criteria laid down in the Nomination and Remuneration Policy. TheCommittee shall also recommend to the Board the appointment of any new Directors/KeyManagerial Personnel or removal of the existing Directors/ Key Managerial Personnel. TheCommittee shall recommend to the Board as to whether to extend or continue the term ofappointment of the independent directors on the basis of the report of performanceevaluation of Independent Directors. After carefully evaluating and analyzing therecommendations of the Nomination and Remuneration Committee the Board of Directors ofthe Company decides whether to appoint a new Director/Key Managerial Personnel or removean existing Director/s/ Key Managerial Personnel as the case may be.

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 of Board/ Committee processes and information provided to the Board etc. The Board and theindividual Directors have also evaluated the performance of Independent andNon-independent Directors performance of the Board as a whole and that of the Chairman.


The Board of your Company consisted of four Directors at the beginning of the financialyear namely Mr. B. G Daga (Non Executive Independent Director) Mr. K ASomasekharan (Non Executive Independent Director) Ms. Jhuma Guha (Non Executive Director)and Mr. Giri Krishnaswamy (Non Executive Director). During the year under reviewMr. Giri Krishnaswamy resigned as the Director and Mr. Gurmeet Singh wasappointed as Director of the Company. The Board had placed on record its appreciation forthe valuable contribution made by Mr. Giri Krishnaswamy during his tenure as the Directorof Company.

During the year under review Ms. Geniya Banerjee resigned from the post of ChiefFinancial Officer of the Company and she was relieved from the services of the Companywith effect from the close of business hours on 08 July 2016. Mr. Naveen Kumar Jainwas appointed as the Chief Financial Officer (CFO) of the Company with effect from 10August 2016.

The members of the Company at its meeting held on

23 September 2015 had appointed Mr. Vinod Mohan as the Manager of the Company for aperiod of 2 years commencing 11 November 2014. His term of office expired on 10 November2016 and the Board of Directors on the recommendation of the Nomination and RemunerationCommittee re-appointed Mr. Vinod Mohan as the Manager of the Company for a further periodof 3 years effective from 11 November 2016 subject to the approval of members of theCompany.

Members are requested to refer to the Notice of the Annual General Meeting and theExplanatory Statement for relevant details including qualifications and experience of theDirectors and the Key Managerial Personnel for taking an informed decision regarding theirappointment.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

Mr. Vinod Mohan - Manager & Company Secretary

Mr. Naveen Kumar Jain - Chief Financial Officer

Declaration by Independent Directors

The Independent Directors of the Company have given declarations that they have met 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.


In order to attract and retain talent in the Company ESOP scheme (JRG ESOP 2008) is inplace. This will encourage the employees to participate in the growth of the Company. TheSecurities and Exchange Board of India introduced the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 ("SEBI ESOPRegulations") on 28 October 2014. The Company during the year under reviewsubstituted and made modifications to the

ESOP scheme and the ESOP Trust constituted to administer the scheme in line with theCompanies Act 2013 and SEBI (Share Based Employee Benefits) Regulations 2014.

The Board of Directors in order to rationalise/ rearrange / update/ amend the existingprovisions of ESOP plan and to make it more effective and aligned it with the prevailinglaws and regulations i.e. changes in definitions rearrangement of paragraphs removal oflock-in introducing a clause on severability reference to SEBI updated regulationsetc. the approval of members is sought in terms of Regulations of the SEBI (Share BasedEmployee Benefits) Regulations 2014.

Disclosure as required under Regulation 14 of SEBI Circular – CIR/CFD/POLICYCELL/2/2015 dated 16 June 2015 has been made available at the Company website at


During the year your Company does not hold/not accepted any deposits within themeaning of Chapter V of the Companies Act 2013 and the rules made there under.


No employee of the Company was in receipt of remuneration exceeding the amountprescribed under Section 197 of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

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


The details of Loans Guarantees or Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Note 10 11 and 24 to FinancialStatements.


All contracts/ arrangements/ transactions entered by the Company during the financialyear were in compliance with the applicable provisions of the Companies Act 2013 theListing Agreement and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. There are no materially significant Related Party Transactions made bythe Company with 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 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. The Policy as approved bythe Board is uploaded on the Company's website:

Particulars of contracts or arrangements with related parties referred to in subsection (1) of Section 188 in Form No. AOC 2 of the Companies (Accounts) Rules2014 is attached as Annexure V.


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


M/s. Haribhakti & Co. LLP Chartered Accountants Chennai was appointed as theStatutory Auditors of the Company to hold office from the conclusion of the 20thAnnual General Meeting held on 26 September 2014 till the conclusion of the fourthconsecutive Annual General Meeting to be held in the year 2018. Ratification ofappointment of Statutory Auditors is being sought from the Members of the Company at theensuing Annual General Meeting.

The Company has received letters from M/s. Haribhakti

& Co. LLP Chartered Accountants to the effect that their appointment if madewould be within the prescribed limits under Section 141(3) of the Act and that they arenot disqualified from appointment as Statutory Auditors of the Company.

There are no audit qualifications reservations or adverse remarks from the StatutoryAuditors during the year under review.


M/s. SVJS & Associates Practicing Company Secretaries Kochi was appointed toconduct the Secretarial Audit of the Company for the financial year 2016-2017 as requiredunder Section 204 of the Companies Act 2013 and the rules made thereunder.

The Secretarial Audit Report for the financial year 2016-2017 forms a part of theAnnual Report and is attached as

Annexure VI.


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. However theeffort made by the Company towards technology absorption includes the following:

I. Adoption of the latest state of-the-art Datacentre software and hardware toolsavailable in the market for rendering stock-broking and other services more efficientlyand effectively.

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 tradingplatform.

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


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 Internal Auditors fromoutside the Company to review and monitor the internal financial controls and theiradequacy. The

28 internal financial controls are adequate and commensurate with the size andnature of business of the Company.


The Company has framed and implemented a Risk Management Policy to assist the Board in:

(a) overseeing and approving the Company's enterprise wide risk management framework;

(b) overseeing that all the risks that the organization faces such as strategicfinancial credit market liquidity security property IT legal regulatoryreputational and other risks have been identified and assessed.

The Policy is regularly reviewed by the Board. The Company manages monitors andreports on the principal risks and uncertainties that can impact its ability to achieveits strategic objectives. The Company also conducts external research to identify externalthreats internal audit and internal surveys to identify internal risks.

The Risk Management Policy has been uploaded on the Company's website and alsoavailable for verification at the below mentioned link: pdf


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 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The vigil mechanism provides adequate safeguards against victimization of director(s) oremployee(s) or any other person who avails the mechanism and also provide for directaccess to the chairperson of the Audit Committee in appropriate or exceptional cases.

The vigil mechanism is available in the website of the Company in the below mentionedlink:

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. InternalComplaints Committee (ICC) has been set up to redress any complaint regarding sexualharassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17:

• No of complaints at the beginning of the year 2016-2017:


• No of complaints received: NIL

• No of complaints disposed off: NIL

• No of complaints at the end of the year 2016-2017: NIL


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 ending 31March 2017 the applicable Accounting Standards have been followed and there are 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 31 March 2017 andof 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 annual accounts for the financial year ended 31March 2017 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.

(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.


Your Directors place on record their sincere appreciation for the assistance andguidance provided by the regulators stock exchanges other statutory bodies and 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 at all levels for their efforts hard work and support which are indispensiblefor the Company. Your involvement as shareholders is also greatly valued and yourDirectors look forward to your continued support.

For and on behalf of the Board

Sd/- Sd/-
Date : 25 May 2017 B G Daga Jhuma Guha
Place : Kochi Director Director
DIN: 00004858 DIN: 00007454