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Indo Asia Finance Ltd.

BSE: 530747 Sector: Financials
NSE: N.A. ISIN Code: INE807A01010
BSE 00:00 | 19 Aug 10.90 0.22
(2.06%)
OPEN

9.62

HIGH

11.14

LOW

9.62

NSE 05:30 | 01 Jan Indo Asia Finance Ltd
OPEN 9.62
PREVIOUS CLOSE 10.68
VOLUME 161
52-Week high 17.85
52-Week low 5.96
P/E 21.37
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.62
CLOSE 10.68
VOLUME 161
52-Week high 17.85
52-Week low 5.96
P/E 21.37
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indo Asia Finance Ltd. (INDOASIAFINANC) - Director Report

Company director report

To the Members

The Directors have great pleasure in presenting their 31st Annual Reportalong with the audited financial statements for the financial year ended 31stMarch 2021.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31st March 2021 aresummarized below:

Sl.No. Particulars Current FY ended 31 March 2021 Previous FY ended 31st March 2020
INR in Lakhs INR in Lakhs
(i) Revenue from operations (net) 0.60 2.97
(ii) Other Income 59.00 0.02
(iii) Total Income 59.60 2.99
(iv) Operating Expenditure 19.68 66.54
(v) Profit before Interest Depreciation and Amortisation and Tax 39.92 (63.54)
(vi) Finance Costs (net) 16.34 19.38
(vii) Depreciation and Amortisation 5.54 6.19
(viii) Profit/(Loss) before exceptional items and tax 18.04 (89.12)
(ix) Exceptional items 516.08 NIL
(x) Profit before Taxes 534.12 (89.12)
(xi) Tax Expenses
a) Current Tax NIL NIL
b) Deferred Tax NIL NIL
(xii) Net Profit (or) Loss for the Year 534.12 (89.12)
(xiii) Balance Brought Forward from Previous Year NIL NIL
(e) Balance carried to Balance Sheet 534.12 (89.12)

PERFORMANCE OF THE COMPANY

During the year your Company registered a total income of Rs. 59.60 Lakhs against thatof the previous year Rs. 2.99 Lakhs. Your Company registered a Net Profit after Tax of Rs.534.12 Lakhs as compared to previous year Net Loss of Rs. 89.12 Lakhs. Your Company hasbeen successful in reducing expenses. With stepped up efforts in recovery your Companyhas improved performance during the year.

RESTORATION OF COMPANY'S CERTIFICATE OF REGISTRATION

As reported last year the Reserve Bank of India (RBI) in July 2020 had intimated itscancellation of the Company's Certificate of Registration primarily on account of notmeeting the NOF requirements.

The Company appealed against this order to the Department of Financial ServicesMinistry of Finance in which the positive developments including the grant of exemptionby SEBI for open offer for the preferential allotment of Rs. 6 crores and the subsequentallotment of the same besides the financial support from the promoters were submitted.

We are happy to state that the Company has received a positive order from the AppellateAuthority dated 30th June 2021 directing RBI to review its order ofcancellation. Currently the Company is engaged with RBI and is expecting a favorableoutcome.

IMPACT OF COVID

The Country is slowly but steadily recovering from the impact of the two waves of COVID19. Demand for automobiles has picked up and the commercial vehicles segment including theaftermarket is also slowly returning to normal. Your Company is expecting to see a catchup in the activity and fructification of pent- up demand.

DIVIDEND

The Directors have not recommended any Dividend for the period ended 31.03.2021.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the FinancialYear.

DEPOSITS

The Company has not accepted Public Deposits during the period. As previously informedthe Company has repaid all earlier Deposits in June 2012.Your Company is taking steps toconvert its status from Category A i.e. Deposit accepting Company to Category B i.e.Non-Deposit accepting Company in accordance with the RBI regulations.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SEC.186

The company did not give any Loan or Guarantee or provided any security or makeinvestment covered under Section 186 of the Companies Act 2013 during the year.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Details of change in Directors & KMPs during the year are tabled below:

Name of Director/Key Managerial Personnel Designation Date of (Re) Appointment Date of Resignation
Padam J Challani Managing Director 08/02/2020 NA
Mrs. K. Manimozhi Chief Financial Officer 09/11/2019 15/10/2020
Mr. Radhakrishnan Premkumar Additional Independent Director 08/06/2021 NA
Mr. M J Lakshminarasimharao Independent Director 31/10/2013 08/05/2021 (Demise)

Declaration by Independent Directors

The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independence aslaid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

During the period from 01 April 2020 to 31st March 2021 - Four BoardMeetings were convened and held the details of which are given below.

Date of Board Meeting Names of Directors who attended the meeting
30th July 2020 Padam J Challani N.Subramanian Lakshmi Narasimha Rao Swapna P Kochar
13th November 2020 Padam J Challani N.Subramanian Lakshmi Narasimha Rao Swapna P Kochar
31st December 2020 Padam J Challani N.Subramanian Lakshmi Narasimha Rao Swapna P Kochar
15th January 2021 Padam J Challani N.Subramanian Lakshmi Narasimha Rao Swapna P Kochar

DETAILS OF COMMITTEES AND THEIR MEETINGS

The Board has three primary committees namely Audit Committee Nomination andRemuneration Committee and Stakeholders' Relationship Committee. The Composition of theprimary Committees and their meeting dates are given below:

Name of the Committee Composition Details of Meetings held during the year
*N Subramanian 4 meetings were held during the period on the following dates:-
*Lakshmi • 30th July 2020
Audit Committee Narasimha Rao • 13th November 2020
Padam J Challani • 31st December 2020
• 15th January 2021
*N Subramanian
Stakeholders' Relationship *Lakshmi Narasimha Rao 1 Meeting were held during the period on the following date:-
Committee Padam J Challani Swapna P Kochar • 15th January 2021
Independent Directors *N Subramanian *Lakshmi 1 Meeting were held during the period on the following date:-
Narasimha Rao • 15th January 2021
Nomination and *N Subramanian *Lakshmi 4 Meetings were held during the period on the following dates:-
Remuneration Committee Narasimha Rao Padam J Challani • 30th July 2020

*Mr. N. Subramanian and Mr. Lakshmi Narasimha Rao are the Non - Executive IndependentDirectors

COMPOSITION OF BOARD OF DIRECTORS

Name and Designation of the Director Category

Number of Board Meetings during the year ended 31.03.2021

Whether attended last AGM

Number of Directorships in Companies & LLPs

Number of Committee positions held in other Public Companies

Held

Attended

Yes/No

Chairman

Member

Chairman

Member

Padam J Challani Promoter cum- Managing Director

4

4

Yes

2

10

--

--

N. Subramanian Non-Executive Independent Director

4

4

Yes

--

2

--

--

Lakshmi Narasimha Rao Non-Executive Independent Director

4

4

Yes

--

3

1

2

Swapna P Kochar Non-Executive

1

Woman Director

4

4

Yes

--

4

--

--

Details of recommendations of Audit Committee which were not accepted by the Boardalong with reasons

During the year the Board of Directors has considered all the recommendations made bythe Audit Committee and has accepted and carried out the recommendations suggested by theCommittee to its satisfaction. Hence there are no recommendations unaccepted by the Boardof Directors of the Company during the year under review.

DETAILS OF POLICIES DEVELOPED BY THE COMPANY

(i) Nomination and Remuneration Policy

The Company has formulated the Nomination and Remuneration Policy in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto. Theobjective of this policy is to ensure

• The level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully;

• Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

• Remuneration to Directors Key Managerial Personnel and Senior Managementinvolves a balance with short and long-term performance objectives appropriate to theworking of the company and its goals

This policy is being governed by the Nomination and Remuneration Committee comprisingof three members of the Board out of whom two were Non-Executive and IndependentDirectors and one Executive Director. The policy lays down the standards to be followed bythe Nomination and Remuneration Committee with respect to the appointment remunerationand evaluation of Directors and Key Management Personnel.

(ii) Affirmation that the remuneration is as per the remuneration policy of the company

The Company has formulated the Nomination and Remuneration Policy in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto. Thispolicy governs the criteria for deciding the remuneration for Directors and Key ManagementPersonnel. It is affirmed that the remuneration to Directors and Key Management Personnelis being fixed based on the criteria and parameters mentioned in above mentioned policy ofthe Company.

(iii) Risk Management Policy

The Board of Directors of your Company has adopted a Risk Management Policy whichdetails the procedures to be followed by the Company with regard to risk management. TheBoard evaluates and reviews the risk factors associated with the operations of the Companyand recommend to the Board the methods to mitigate the risk and advise from time to timevarious measures to minimizing the risk and monitor the risk management for the Company.

(iv) Whistle-Blower Policy - Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism provides a channel to the Employees and Directors to report to the managementconcerns about unethical behavior actual or suspected fraud or violation of the Code ofConduct or Policy. The mechanism provides for adequate Safeguards against victimization ofemployees and directors to avail of the mechanism and also provide for direct access tothe Chairman of the Board/Chairman of the Audit Committee in exceptional cases.

In line with the statutory requirements the Company has formulated a Whistle BlowerPolicy/Vigil Mechanism which covers malpractices and events which have takenplace/suspected to have taken place misuse or abuse of authority fraud or suspectedfraud violation of company rules manipulations negligence causing danger to publichealth and safety misappropriation of monies and other matters or activity on account ofwhich the interest of the Company is or is likely to be affected.

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

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. The Companyhas no such cases of sexual harassment at workplace for the FY 2021

SECRETARIAL STANDARDS

The Company complies with all applicable mandatory secretarial standards issued by theInstitute of Company Secretaries of India.

LISTING ON STOCK EXCHANGES

The Company's shares are listed on BSE LIMITED.

EVALUATION OF BOARD COMMITTEE AND DIRECTORS

Pursuant to the provisions of the Companies Act 2013 an annual performance evaluationof the performance of the Board the Directors individually as well as the evaluation ofthe working of the Board Committees was carried out based on the criteria and frameworkadopted by the Board.

The Independent Directors evaluation was done with main focus on their adherence to theCorporate Governance practices and their efficiency in monitoring the same. They are alsobeing evaluated on various parameters viz. active participation in strategic planningfiduciary responsibilities participation in Board and Committee meetings etc. Theperformance evaluation of the Non-Independent Directors was carried out by the entireBoard of Directors (excluding the Director being evaluated) and they have expressed theirsatisfaction with the evaluation process which considered their commitment and theexercise of their responsibilities in the best interest of the Company.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR.

No companies have become or ceased to be its subsidiaries joint ventures or associatecompanies during the year.

AUDITORS

Statutory Auditors

M/s Kannan Associates (FRN No:001736S) were appointed as the statutory auditors of thecompany for a period of 5 years at the Annual General Meeting on 30/09/2020 and to holdoffice till the conclusion of the Annual General Meeting to be held on 2025 for theFinancial year ending 31stMarch 2025.

There were no serious violations/Qualifications figuring in Audit Report.

Secretarial Auditor:

Mr. T. Durga Prasad Practicing Company Secretary having COP: 15458 was appointed toconduct the

Secretarial audit of the Company for the financial year 31st March 2021 asrequired under Section 204 of the Companies Act 2013 and Rules there under. TheSecretarial Audit Report for the Financial Year 2021 forms part of the Annual Report andis enclosed in Annexure - I.

Qualifications:

a) Money is lying in the Share Application account and shares have not been allottedwithin the stipulated time under section 62 of the Companies Act 2013. However theshares have been allotted before this report date

b) As per SEBI Regulations the website of the Company was updated only during the 3rdQuarter. Company's name change to Indo Asia Finance Limited is yet to be reflected in theStock Exchange Records.

c) According to the information provided by the Company the company has applied toReserve Bank of India for change of license from category 'A' to Category 'B' and thematter is in progress.

d) Some forms were filed with the Registrar of Companies with some delay and annualreport for the Financial Year 2019-20 was filed with some delay to Stock Exchange.

e) Only 99.42% of promoter's shareholding is in dematerialization form.

f) The Financials of the Company for the Financial Year 2020-21 was not signed byCompany Secretary of the Company.

Reply to the Qualifications:

a) The allotment was pending as on 31st March 2021 as the Company wasawaiting In-principle approval from BSE. Inprinciple approval was then obtained and theshares were allotted on 20th April 2021.

b) The company has intimated stock exchange to rectify the name of the company andpursuing for the rectification.

c) The Company has applied to Reserve bank of India and the matter is in progress.

d) The slight delay is due to operational reasons.

e) 26800 Shares from the total of 4650099 Promoters Shares are no dematerializedthe same is in progress.

f) The Company Secretary was out of station and was physically unwell hence hersignature was not obtained on the financials of the company the company would takenecessary steps in this regard.

Internal Auditor

N K M ASSOCIATES Chartered Accountants are the Internal Auditors of the Company andthey were reappointed as Internal Auditors for the Financial Year 2021-22 with therecommendation of the Audit Committee.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Details as required under Section 197 of the Companies Act 2013 read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

i) There are no employees drawing remuneration which in the aggregate exceeds Rs. 1.02Crores or more per annum during the financial year.

ii) None of the employees employed for a part of the financial year was in receipt ofremuneration for any part of that year which in the aggregate exceeds Rupees Eight Lakhand Fifty Thousand per month during the financial year.

Details required as per Section 197 and Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

Name of the Key Managerial Personnel Amount of Remuneration Per month Rs. Ratio of remuneration to median remuneration of employees for the F.Y. % increase in remuneratio n during the F.Y. Comparison of remuneration to performance of company

Percentage increase in the median remuneratio Rs.of employees in the financial year -Nil

Number of permanent employees on the rolls of the company as on 31.03.2021 = 4

Variations in Market Capitalization of the Company

The market capitalization of the Company as of 31stMarch 2021 was:-

Number of Shares as on 31st March 2021 Closing price as of 31st March2021 at BSE Market Capitalization in Crores
9000000 3.23 2.90

The market capitalization of the Company as of 31st March 2020 was:-

Number of Shares as on 31stMarch 2020 Closing price as of 31st March 2020 at BSE Market Capitalization in Crores
9000000 3.72 3.34

Price earnings ratio

Price earnings ratio As on 31.03.2021 As on 31.03.2020
P/E ratio 0.54 -3.47

Key parameters for any variable component of remuneration availed by the directors;

Directors are not receiving salary. Hence this is not applicable

The ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year

Directors are not receiving salary. Hence this is not applicable

Details of pecuniary relationship or transactions of the non-executive directorsvis-a-vis the company

Non- Executive Directors get only Sitting Fees and conveyance for attending the Boardand Committee Meetings.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board and to theManaging Director. The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

As informed above the Company has been successful in its appeal against the order ofRBI cancelling the certificate of registration (COR) of the Company and is engaged withRBI for restoration of its COR at an early date.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED SINCE 31.03.2021 TILL THE DATE OF THIS REPORT

The Company has allotted 6000000 Equity shares to M/s. Saravana Global HoldingsLimited on 20th April 2021 on preferential basis after receiving allrequisite shareholder and statutory approvals.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return in form MGT-9 is enclosed in Annexure - II.

RELATED PARTY TRANSACTIONS

The details of Related Party Transactions during the year are enclosed in Form AOC-2.

CORPORATE GOVERNANCE REPORT

The Corporate governance Report is not applicable to your company as the paid-up equityshare capital of the company is less than Rs.10 Crores and the net worth of the company isless than Rs.25 Crores as per Reg. 15(2)(a) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

NA

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii. 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.

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating efficiently.

DEPOSITORY SYSTEM

As the members are aware your Company's shares are tradable in electronic form and theCompany has established connectivity with both the Depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In viewof the advantages of the Depository System the members are requested to avail of thefacility of dematerialization of the Company's shares.

INDUSTRIAL RELATIONS

Industrial relations of your Company remained cordial and peaceful throughout the year.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees members customers bankers and associates for the continued support given bythem to the Company and their confidence reposed in the management.

By Order of the Board
For Indo Asia Finance Limited
Padam J Challani
Managing Director
DIN:00052216
4th August 2021
Registered Office
No.15 New Giri Road
T.Nagar Chennai-17

Compliance Certificate of Managing Director Rea.18 (8) of SEBILODR 2015

I have reviewed financial statements and the cash flow statement for the year and thatto the best of their knowledge and belief:

(1) These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading;

(2) these statements together present a true and fair view of the listed entity'saffairs and are in compliance with existing accounting standards applicable laws andregulations.

B. There are to the best of their knowledge and belief no transactions entered intoby the listed entity during the year which are fraudulent illegal or violative of thelisted entity's code of conduct.

C. We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the listed entity pertaining to financial reporting and we have disclosed tothe auditors and the audit committee deficiencies in the design or operation of suchinternal controls if any of which we are aware and the steps we have taken or propose totake to rectify these deficiencies. And we will do the necessary action to resolve thequalification made by Mr. T. Durga Prasad Secretarial Auditor.

D. We have indicated to the auditors and the Audit committee:

(1) Significant changes in internal control over financial reporting during the year;

(2) Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

(3) instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in the listedentity's internal control system over financial reporting.

By Order of the Board
For Indo Asia Finance Limited
Padam J Challani
Managing Director
DIN:00052216
4th August 2021
Registered Office
No.15 New Giri Road
T.Nagar Chennai- 17

.