The Members of Indo-City Infotech Limited
Your Directors have pleasure in presenting the Twenty Eighth Annual Report along withAudited Financial Statement of the Company for the year ended 31st March 2020.
I. FINANCIAL RESULTS:
Financial results of the Company during the year vis-a-vis previous year are asfollows:-
| || ||(Rupees) |
| ||2019-20 ||2018-19 |
|PROFIT BEFORE TAX ||(8545419) ||(10591325) |
|Add/(Less): Provision for Tax ||(2265963) ||(67654) |
|PROFIT AFTER TAX ||(6279456) ||(10658979) |
|Add.: Amount Brought Forward ||(1128719) ||9577421 |
|Less: Transfer to Reserve ||- ||(47161) |
|Balance Carried to Balance Sheet ||(7408175) ||(1128719) |
II. TRANSFER TO RESERVE:
Company has not transferred any amount to reserve fund as per section 45-IC (1) ofReserve Bank of India Act 1934 during the year.
III. DIVIDEND :
To conserve the resources your directors express their inability to recommend anydividend for the year under review.
Total income of the company during the year under review was Rs. 16624342/- - asagainst Rs. 32147944/- for the previous year and the profit after tax for the yearstood at Rs. (6279456/-) as against Rs. (10658979/-) for the previous year.
V. ADOPTION OF IND-AS:
The Company adopted Ind-AS from 1st April 2019 with the transition date as1st April 2018 and adoption was carried out in accordance with Ind-AS 101 -First time adoption of Indian Accounting Standards.
Reconciliation of net profit as previously reported on account of transition from theprevious Indian GAAP (IGAAP) to Ind-AS for the quarter and year ended 31stMarch 2019:
|Particulars ||Year Ended 31-03-2019 ||Reconciliation of Equity |
|Net profit for the period / Other Equity under erstwhile Indian GAAP ||235806 ||30469392 |
|Add / (Less) : Fair Value Changes as per valuations ||(10894785) ||(10894785) |
|Net Profit/ (Loss) after Tax ( before OCI) as per Ind. AS ||(10658979) ||19574607 |
|Other Comprehensive Income (net of tax) ||--- ||-- |
|Total Comprehensive Income / (Loss) Other Equity as per Ind-AS ||(10658979) ||19574607 |
VI. FUTURE OUTLOOK:
There has been no significant impact on the operations/financial position of thecompany on account of the outbreak of the COVID 19 pandemic and thelimitations/restrictions arising there from. In assessing the recoverability of loansreceivables and investments the Company has considered internal and external sources ofinformation including economic forecasts and industry reports up to the date of approvalof these financial results. The Company expects to recover the carrying amount of theseassets.
The Name of the Company is desired to be changed to reflect the business activities ofthe company and accordingly name of the Company is proposed to be changed from"Indo-City Infotech Limited" to "Always
First Finance Limited" or "Indo-City Finance Limited" or any other namesubject to the approval of the Central Government and the shareholders of the companyReserve Bank of India Bombay Stock Exchange or any other statutory authorities.
Thus as per the provisions of Sections 13 of the Companies Act 2014 approval of theshareholders was required to be accorded for changing the name of the Company andconsequent alteration in the Memorandum of Association and Articles of Association by wayof passing a Special Resolution and the necessary resolution was passed in the 27thAGM of the company and procedure for the same is ongoing.
VII. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):
Mrs. Shashi Aneel Jain Director who retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for re-appointment.
The Equity shares of the Company continue to be listed at the Bombay Stock ExchangeLimited (BSE). The Company has paid the requisite listing fees to the said stock exchangefor the financial year 2019-20.
IX. REPORT ON CORPORATE GOVERNANCE:
Your company has been proactive in following the principle and practice of goodcorporate governance. The Company has taken adequate steps to ensure that the conditionsof Corporate Governance as stipulated in Regulation 27(2)(a) of the Listing Regulations ofthe Stock Exchanges are complied with.
A separate statement on corporate governance is annexed as a part of the Annual Reportalong with the Auditor's certificate on its compliance. A report in the form of ManagementDiscussion and Analysis pursuant to Regulation 27(2)(a) of the Listing Regulations as apart of this report is as a part of the Annual Report.
X. STATUTORY AUDITORS:
Pursuant to the provisions of section 139 of the Act and the rules framed thereunderM/s Tibrewal Chand & Co. Chartered Accountants were appointed as statutory auditorsof the Company from the conclusion of the Twenty-Sixth Annual General Meeting of theCompany held on September 28 2018 till the conclusion of the Thirty-First Annual GeneralMeeting. However due to expiry of their Peer Review Certificate the company approved M/sM S Jhanwar & Co. Chartered Accountants (FRN.: 130701W) as the statutory auditor tofill the casual vacancy due to the ineligibility (as the Peer Review Certificate of thefirm expired) of M/s. Tibrewal Chand & Co. Chartered Accountants (FRN.: 311047E)since as per SEBI guidelines every listed company is required to appoint a statutoryauditor holding a valid Peer Review Certificate.
XI. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company has a Vigil Mechanism/Whistle Blower Policy for your Directors andemployees to safeguard against victimisation of persons who use vigil mechanism/WhistleBlower Policy to report their genuine concerns. Your company has not received anycomplaints.
XII. AUDITORS REPORT:
The observations of the auditors contained in their Report have been adequately dealtwith in the Notes to Accounts which are self-explanatory and are attached herewith.
XIII. PUBLIC DEPOSITS:
During the year under review the Company has not accepted any deposits within themeaning of section 73 and 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.
XIV. RESERVE BANK OF INDIA GUIDELINES FOR NBFCs:
Reserve Bank of India (RBI) granted Certificate of Registration to the Company onOctober 16 2000 vide Registration No. B.-13.00577 to commence the business ofnon-banking financial institution without accepting deposits. The Company has compliedwith and continues to comply with all the applicable regulations and directions of theRBI.
XV. PARTICULARS OF EMPLOYEES:
Provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are notapplicable to the Company as the Company has not employed any employee whose salaryexceeds Rs. 10200000/- per annum or Rs. 850000/- per month during the financial yearending 31st March 2020.
XVI. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE AND OUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 to the extent applicableis annexed herewith as "ANNEXURE I".
XVII. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3)(c) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement your Directors based on theirknowledge and belief and the information and explanations obtained confirm that:
a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any;
b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 that period;
c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and irregularities;
d. The Directors have prepared the annual accounts on a going concern basis;
e. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
XVIII. MEETINGS OF BOARD OF DIRECTORS:
During the year 8 (Eight) meetings of the Board of Directors of the Company and 4(four) meetings of the Audit Committee of the Board were convened and held. The details ofdate of meetings and the attendance of each director at the Board Meetings and Committeesare provided in the Report on Corporate Governance. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.
XIX. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED:
Particulars of loans given investments made guarantees given and securities providedif any along with the purpose for which the loan or guarantee or security is proposed tobe utilized by the recipient are provided in the financial statement wherever applicable.
XX. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s VMR & Associates a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit for the yearended 31st March 2020 is annexed herewith as "ANNEXURE II" forming part of thereport.
XXI. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return inMGT-9 is annexed herewith as "ANNEXURE III" forming part of the report.
XXII. DECLARATION OF INDEPENDENT DIRECTORS:
Pursuant to section 134(3)(d) of the Companies Act 2013 your Company confirms havingreceived necessary continued declarations from all the Independent Directors under section149(7) of the Companies Act 2013 declaring that they meet the criteria of independencelaid down under Section 149(6) of the Companies Act 2013 and Regulation 16(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
XXIII. DEPOSITORY SERVICES:
The Company's Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares of theCompany in a dematerialized form in either of the two Depositories Shareholders thereforeare requested to take full benefit of the same and lodge their holdings with DepositoryParticipants [DPs] with whom they have their Demat Accounts for getting their holdings in
XXIV. ELECTRONIC VOTING:
Your Company has entered into an agreement with CDSL for providing facility of remotee-voting to its shareholders for casting their vote electronically in the ensuing AnnualGeneral Meeting.
XXV. BOARD PERFORMANCE EVALUATION:
Pursuant to Section 134(3)(p) of the Companies Act 2013 read with Schedule IV theretoand in terms of Regulation 17(10) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 your Company has a policy for the performance evaluationof all Directors the Board of Directors have a process to formally evaluate theeffectiveness of the Board its Committees along with performance evaluation of eachDirector to be carried out on an annual basis. Accordingly the annual performanceevaluation of the Board its Committees and each Director was carried out during thefinancial year 2019-20.
Performance of each of your Directors is evaluated on the basis of several factors bythe entire Board excluding the Director being evaluated. Your Company also has aPerformance Evaluation Policy for its Independent Directors and Executive Directors whichinter alia includes independent view on Key appointments and strategy formulationsafeguard of stakeholders interest raising concerns if any to the Board updation ofskills and knowledge strategic planning for finance and business related operationalperformance level of the Company qualification and leadership skills. The Board ofDirectors of your Company discusses and analyses its own performance on an annual basistogether with suggestion for improvements thereon based on the performance objectives setfor the Board as a whole. The Board approved the evaluation results.
XXVI. AUDIT COMMITTEE:
In accordance with the provisions of the Listing Regulations and Corporate Governancethe Company has an Audit Committee comprising of Independent Directors. The AuditCommittee acts in accordance with the terms of reference specified from time to time bythe Board. The details of the terms of audit committee and other details are provided inthe Report on Corporate Governance.
XXVII. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and Rules made there under your Company hasconstituted Internal Complaints Committee (ICC) and no complaints of sexual harassmenthave been received by Internal Complaints Committees.
XXVIII. REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of yourCompany is furnished hereunder:
|Sr. No ||Name ||Designation ||Remuneration paid for the Financial Year 2019-20 (Amount in Rs.) |
|1. ||Mr. Aneel Banwari Jain ||Managing Director ||155000/- |
|2. ||Mrs. Shashi Jain ||Non-Executive Director ||Nil |
|3. ||Mr. Ramesh Chandra Pusola ||Chief Financial Officer ||383076/- |
|4. ||Ms. Kriti Goyal ||Company Secretary ||180000/- |
1. A brief write up on the Human Resource Department and initiatives taken during theyear 2019-20:
The Human Resources department of your Company has effectively tried to partner thebusiness in the year under review to register good growth in line with the Company'stargets. Through structured Human Resource processes your Company has been able to attractand retain the right talent at all levels.
The Company has been in constant process of maintaining a great and pleasant Place toWork where employees trust the Company they work for take pride in what they do and enjoythe company of the people they work with. The Company strongly believes that an engagedworkforce is critical in achieving its business goals and building a sustainableorganization. Under this initiative over the last one year your Company did considerablework around Rewards & Recognition Training & Development Compensation &Benefits and Work Life Balance. A positive work environment employee driven initiativesand exciting career prospects have helped keep attrition under control in spite ofaggressive external market factors.
2. The Percentage increase in remuneration of all Executive Directors Chief FinancialOfficer and Company
Secretary were as under:
|Name ||Designation ||increase/Deerease |
|Mr. Aneel Banwari Jain ||Managing Director ||130000/- |
|Mr. Ramesh Chandra Pusola ||Chief Financial Officer ||5310/- |
|Ms. Kriti Goyal ||Company Secretary || |
XXIX. INTERNAL FINANCIAL CONTROLS:
Your Company has put in place adequate internal financial controls with reference tothe financial statements. The Board has adopted the policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets prevention and detection of frauds and errorsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.
XXX. SUBSIDIARIES JOINT VENTURE & ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Associate Company and Joint Venturecompanies.
XXXI. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee for approval. Information ontransactions with related parties pursuant to section 134(3)(h) of the Companies Act 2013read with rule 8(2) of the Companies (Accounts) Rules 2014 are disclosed in Note No. 33attached to and forming part of the Accounts and in "ANNEXURE IV" in Form AOC-2and the same form a part of this report.
XXXII. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and your Company's operations in future.
XXXIII. RISK MANAGEMENT POLICY:
Your company has a Risk Management Committee which has been entrusted with theresponsibility to assist the Board:
1. To ensure that all the current and future material risk exposures of the Company areidentified assessed quantified appropriately mitigated minimized and managed i.e. toensure adequate systems for risk management and;
2. To establish a framework for the Company's risk management process and to ensure itsimplementation;
3. To enable compliance with appropriate regulations wherever applicable;
4. To assure business growth with financial stability.
XXXIV. CORPORATE SOCIAL RESPONSIBILITY:
As the said provisions are not applicable to the company the Company has not developedand implemented any Corporate Social Responsibility initiatives.
XXXV. NON DEPOSIT TAKING NON- BANKING FINANCIAL COMPANY:
The company being registered as a Non- Banking Financial Institution on 16thOctober 2000 in terms of the provisions of Non-Banking Financial (Non-Deposit Acceptingor Holding ) Companies Prudential Norms (Reserve Bank) Direction 2007. Your Company iscategorized as a Non-deposit taking Non- Banking Financial Company. The Company has notaccepted any deposit from the Public during the year pursuant to the Provisions of Section73 of the Companies Act 2013.
Your Directors wish to place on record their appreciation and acknowledgement withgratitude for the support and assistance extended to the Company by the BankersShareholders and Customers. Your Directors place on record their deep sense ofappreciation for the devoted service of the executive and staff at all levels of theCompany.
| ||By Order of the Board |
| ||For Indo-City Infotech Limited |
|Place : Mumbai ||Aneel Jain |
|Date : 27th August 2020 ||Chairman & Managing Director |
| ||DIN: 00030742 |