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Indo Credit Capital Ltd.

BSE: 526887 Sector: Financials
NSE: N.A. ISIN Code: INE147D01015
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VOLUME 5
52-Week high 0.66
52-Week low 0.53
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.52
Buy Qty 50.00
Sell Price 0.53
Sell Qty 4.00

Indo Credit Capital Ltd. (INDOCREDITCAP) - Director Report

Company director report

To

The Members

Indo Credit Capital Limited

Your directors have pleasure in presenting their 26th Annual Report on thebusiness and operations of the Company together with its Audited Accounts for the yearended 31st March 2019.

1. FINANCIAL RESULTS AND OPERATIONAL REVIEW:

(Amount of Rs. in Lakhs)

PARTICULARS 2018-2019 2017-2018
Gross Income from Operations / Sale of Shares 1061761 247539
Less: Total Expenditure 1744419 1492960
Gross Profit /(Loss) before Interest Depreciation and Tax (682658) (1245421)
Profit / (Loss) Before Tax (682658) (1245421)
Profit / (Loss) After Tax (682658) (1245421)
Prior Period Items
Special Reserve Fund (RBI) 171324 171324
Balance of Profit / (Loss) brought forward (5791324) (4545903)
Balance carried to the Balance Sheet (6473982) (5791324)

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR:

On account of overall economic slowdown liquidity crisis faced by the Company andblocking of investment your Company is striving hard to capture its businessopportunities and also trying new avenues to provide impetus to the operations of theCompany and achieve target as per business plan of the Company.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the activities of NBFC.

There was no change in the nature of the business of the Company during the year underreview.

4. DIVIDEND:

In view of inadequacy of distributable profits your directors express their inabilityto recommend a dividend on Equity Shares of the Company for the year under review.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The company does not have any amount which required to be transferred to the InvestorEducation and Protection Fund (IEPF).

6. RESERVES:

Owing to accumulated losses of the Company for the financial year 2018-19 your Companywas unable to transfer any funds to the Reserves and Surplus Account.

7. CHANGES IN SHARE CAPITAL:

The paid up Equity Share Capital as on March 312019 was Rs. 72308000/-.

A) Issue of equity shares with differential rights:

During the year under review the Company has not issued any shares with differentialvoting rights.

B) Issue of sweat equity shares:

During the year under review the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review the Company has not issued any employee stock options.

D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees. Hence the details under rule 16 (4)of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.

8. FINANCE:

The Company has not borrowed loan from any Bank or Financial institution during theyear under review.

9) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account or unclaimedsuspense account. Hence Disclosures with respect to demat suspense account/ unclaimedsuspense account are not required to mention here.

10) DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED DURING THE YEAR:

Mr. Ramkaran Saini (DIN: 00439446) Director retire by rotation at the forthcomingAnnual General Meeting and being eligible offer herself for reappointment.

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.

Mr. Ramkaran Saini Whole Time Director
Mr. Amarjeetsingh Pannu Chief Financial Officer

b) Changes in Directors and Key Managerial Personnel:

During the year under review the following Directors and Key Manegerial Personnel wereappointed and resigned:

Name and Designation Date of Appointment Date of Resignation
Mr. Uttareshwar Vyas Non Independent Director 09/06/2018
Mr. Narayan Tiwari Independent Director 09/06/2018
Mr. Hardik Joshi Company secretary cum Compliance Officer 09/06/2018
Mr. Sandip Gohel Company secretary cum Compliance Officer 25/06/2018 22/10/2018

11) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The meetings of the Board of Directors are held at periodical intervals and aregenerally at the registered office of the Company Ahmedabad. The meeting dates aredecided well in advance and the agenda and notes on agenda are circulated in advance tothe directors. All material information is incorporated in the notes on agenda forfacilitating meaningful and focused discussion at the meeting. Where it is not perusableto attach supporting or relevant documents to the agendas the same is tabled before themeeting. In case of business exigencies or urgency of matters resolutions are passed bycirculation. Senior Management persons are often invited to attend the Board Meetings andprovide clarifications as and when required.

During the year 2018-19 5 (Five) Board Meetings were convened and duly held on:

22/05/2018 09/06/2018 06/08/2018 30/10/2018 09/02/2019

The Board of Directors of the Company were present at the following Board Meeting heldduring the year under review:

Name of Director Board Meeting Held Meetings attended Attendance at last AGM
Mr. Ramkaran Saini 5 5 Yes
Mr. Uttareshwar Vyas 5 0 No
Mr. Pravinkumar Chavada 5 5 Yes
Mrs. Bhanwar Kanvar 5 5 No
Mr. Narayan Tiwari 5 1 Yes

12) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADEBY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

13) PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedas "Annexure- A" to the Board's report.

None of the employees of the Company drew remuneration of Rs.10200000/- or more perannum and Rs.850000/- or more per month during the year. No employee was in receipt ofremuneration during the year or part thereof which in the aggregate at a rate which isin excess of the remuneration drawn by the managing director or whole-time director ormanager and holds by himself or along with his spouse and dependent children not lessthan two percent of the equity shares of the company. Hence no information is required tobe furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

14) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES ANDJOINT VENTURE COMPANIES:

The Company does not have Subsidiaries Associate and Joint Venture Companies. Hencedetails for the same are not required to mention here

15) CHANGE OF NAME:

The Company has not changed its name during the year under review.

16) STATUTORY AUDITORS:

The Company has ratified appointment of M/s. Pranav R. Shah & Associates CharteredAccountants Ahmedabad as Statutory Auditors of the company which was appointed as astatutory auditor of the Company in Annual General Meeting which was held on 23rdSeptember 2017 for a block of 5 year until the conclusion of the annual General Meetingto be held in 2022.

17) COST AUDITORS:

The Cost audit of the Company has not been conducted for the financial year 2018-2019as provisions of Section 148 of the Companies Act 2013 are not applicable on the Company.

18) SECRETARIAL AUDIT REPORT:

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 CS Rupal Patel to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is annexed herewith as "ANNEXURE -B".

Reply to the qualification Remarks in Secretarial Audit Report:

1. The Company has informed to the promoters about the requirement of their respectiveholding in dematerialized mode only.

2. The Company has appointed Mr. Anil Modhavadiya as a company secretary cum complianceofficer of the Company on 13th April 2019.

3. The Company is in process of filling Statutory Auditor Certificate as mentioned inSecretarial Audit Report.

4. The Company is in process of filling Form NBS 9 as mentioned in Secretarial AuditReport.

19) RESPONSE TO AUDITOR'S REMARKS:

There were no qualifications reservations or adverse remarks made by Auditors in theirrespective reports. Observation made by the Statutory Auditors in their Report are selfexplanatory and therefore do not call for any further comments under section 134(3)(f) ofthe Companies Act 2013.

20) AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company comprises 3 Members aswell as those in section 177 of the Companies Act 2013 and include the reviewing ofquarterly half-yearly and annual financial statements before submission to the Boardensure compliance of internal control systems and internal audit timely payment ofstatutory dues and other matters.

During the year Mr. Narayan Tiwari had been appointed as member of the committee inplace of Mr. Uttreshwar Vyas due to resignation of Mr. Uttreshwar Vyas w.e.f. 09thJune 2018. During the year under review 4 meetings of the committee were held22/05/2018 06/08/2018 30/10/2018 09/02/2019. The composition of committee andattendance at its meetings is given below:

Name Position Category Number of meeting Attend
1 Mr. Pravinkumar Chavada Chairman Non-Executive Independent Director 4
2 Mrs. Bhanwar Kanvar Member Non-Executive Independent Director 4
3 Mr. Narayan Tiwari* Member Non-Executive Independent Director 2
4 Mr. Uttreshwar Vyas# Member Non - Executive Non- Independent Director -

*appointed on 09th June 2018 #ceased on 09th June 2018

The Board accepted the recommendations of the Audit Committee whenever made by theCommittee during the year.

21) VIGIL MECHANISM:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The details of the Whistle Blower Policy is explained inthe Corporate Governance Report and also posted on the website of the Company.

22) NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company have constituted a Nomination & RemunerationCommittee of Directors mainly for the purposes of recommending the Company's policy onRemuneration Package for the Managing/ Executive Directors reviewing the structuredesign and implementation of remuneration policy in respect of key management personnel.

The Nomination & Remuneration Committee consisted of 3 Directors. During the yearMr. Narayan Tiwari had been appointed as member of the committee in place of Mr.Uttreshwar Vyas due to resignation of Mr. Uttreshwar Vyas w.e.f. 09th June2018. During the year under review 2 meetings of the committee were held 09/06/201830/10/2018. The name of members Chairman and their attendance at the RemunerationCommittee Meeting are as under Committee of Board:

Name Position Category Number of meeting Attend
1 Mr. Pravinkumar Chavada Chairman Non-Executive Independent Director 2
2 Mrs. Bhanwar Kanvar Member Non-Executive Independent Director 2
3 Mr. Narayan Tiwari* Member Non-Executive Independent Director -
4 Mr. Uttreshwar Vyas# Member Non-Executive Non- Independent Director -

*appointed on 09th June 2018 #ceased on 09th June 2018

23) STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 3 Directors. During the year Mr.Narayan Tiwari had been appointed as member of the committee in place of Mr. UttreshwarVyas due to resignation of Mr. Uttreshwar Vyas w.e.f. 09th June 2018. Duringthe year under review 10 meetings of the committee were held 13/04/2018 02/07/201821/07/2018 25/07/2018 04/09/2018 06/10/2018 10/12/2018 19/01/2019 20/03/ 201930/03/2019. The name of members Chairman and their attendance at the StakeholdersRelationship Committee are as under Committee of Board:

Name Position Category Number of meeting Attend
1 Mr. Pravinkumar Chavada Chairman Non-Executive Independent Director 10
2 Mrs. Bhanwar Kanvar Member Non-Executive Independent Director 10
3 Mr. Narayan Tiwari* Member Non-Executive Independent Director 4
4 Mr. Uttreshwar Vyas# Member Non-Executive Non- Independent Director -

*appointed on 09th June 2018 #ceased on 09th June 2018

The status of shareholders' complaints received so far/number not solved to thesatisfaction of shareholders/ number of pending share transfer transactions (as on 31stMarch 2019 is given below):-

Complaints Status: 01.04.2018 to 31.03.2019

Number of complaints received so far NIL
Number of complaints solved NIL
Number of pending complaints NIL

Compliance Officer:

Mr. Ramkaran Saini is Compliance Officer of the company for the purpose of complyingwith various provisions of Securities and Exchange Board of India (SEBI) ListingAgreement with Stock Exchanges Registrar of Companies and for monitoring the sharetransfer process etc.

24) EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE -C.

25) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no any Material changes occurred subsequent to the close of the financial yearof the Company to which the balance sheet relates and the date of the report.

26) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There is no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future during theyear under review.

27) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS:

The Company has adequate and proper Internal financial controls with reference to theFinancial Statements during the year under review.

28) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has not entered into any contracts or arrangements with related partiesduring the year under review.

29) DEPOSITS:

Your Company has not accepted / renewed any deposits from the public/share holdersduring the year under review.

30) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not made any Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 during the review of the company.

31) CORPORATE GOVERNANCE:

The paid up share capital and net worth is below the prescribed limit for mandatoryapplicability of Corporate Governance Report so the Company has decided not to opt for thetime being.

32) MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2019 and marked as "ANNEXURE-D".

33) DETAIL OF FRAUD AS PER AUDITORS' REPORT:

There is no fraud in the Company during the Financial Year ended 31st March2019. This is also being supported by the report of the auditors of the Company as nofraud has been reported in their audit report for the financial year ended 31st March2019.

34) OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Butthough the Company does not have female employee and subjected to the provisions of theSection 2 of The Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013 the Internal Complaints Committees (ICC) is not required toconstitute since there was no female employees in the company during the year.

35) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 During the year under review it is NIL.

36) CORPORATE SOCIAL RESPONSILIBILTY (CSR):

Corporate Social Responsibility under section 135(1) of Companies Act 2013 is notapplicable as the Company does not have net worth of Rs.500 crores does not haveturnover Rs.1000 crores and does not have net profit of Rs.5 crores during the financialyear and hence the company is exempted to comply the provision of section 134(4)(o) ofCompanies Act 2013.

37) DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors made the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended March312019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 312019 and of the lossof the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f. that system to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

38) SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and General Meetings' respectively havebeen duly followed by the Company.

39) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2018-2019 toBSE where the Company's Shares are listed.

40) PREVENTION OF INSIDER TRADING:

The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibitionof Insider Trading) Regulation 2015 ("The PIT Regulations"). The PITregulations has come into effect from May 15 2015 and replaced the earlier Regulations.The object of the PIT Regulation is to curb the practice of insider trading in thesecurities of a listed company.

The Company has adopted an ‘Internal Code of Conduct for Regulating Monitoringand Reporting of Trades by insiders' ("the code") in accordance with therequirements of the PIT regulations.

The Code is applicable to promoters and Promoter's Group all Directors and suchDesignated Employees who are expected to have access to unpublished price sensitiveinformation relating to the Company. The Company Secretary is the Compliance Officer formonitoring adherence to the said Regulations.

The Company has also formulated 'The Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with SEBI(Prohibition of Insider Trading) Regulation 2015. This Code is displayed on the Company'swebsite viz www.indocreditcapital.com.

41) ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

By order of the Board of Directors

Place : Ahmedabad Ramkaran Saini Pravinkumar Chavada
Date : 14/08/2019 Director Director
REGISTERED OFFICE DIN:00439446 DIN:07570166
304 Kaling Near Mt. Carmel School
B/H. Bata Show Room Ashram Road
Ahmedabad-380 009 Tele Fax - 079-26580366
CIN: L65910GJ1993PLC020651
Email - indocredit@rediffmail.com
Website: www.indocreditcapital.com