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Inditrade Capital Ltd.

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Annual Report

For Year :
2019 2018 2017 2016 2015 2014 2013 2012 2011

Director’s Report

DIRECTORS' REPORT

Dear Shareholders,

Your Directors are pleased to present the 25th Annual Report of your Company and the Audited Financial Statements for the financial year ended 31 March 2019.

FINANCIAL RESULTS

Particulars

Standalone

(Rs. in Crs) Consolidated

 

For the year ended 31 March, 2019

For the year ended 31 March, 2018

For the year ended 31 March, 2019

For the year ended 31 March, 2018

Revenue from Continuing Operation

 

-

76.37

41.46

Other Income

3.87

4.16

6.37

7.69

Profit/ (Loss) before Depreciation, Finance costs, Exceptional items and Tax expense from Continuing operation

3.87

4.16

43.51

24.25

Less: Depreciation

-

-

0.34

0.15

Profit / (Loss) before Finance costs, Exceptional items and Tax expense from continuing operations

3.87

4.16

43.17

24.10

Less : Finance Cost

 

-

21.83

9.31

Profit/(Loss) before Exceptional items and Tax expense from continuing operations

3.87

4.16

21.34

14.79

Add/(Less): Exceptional items

4.34

-

7.05

-

Profit / (Loss) before Tax expense from continuing operations

8.21

4.16

28.39

14.79

Less: Tax expense

0.30

1.19

5.60

4.28

Profit /(Loss) for the period from Continuing operation

7.91

2.97

22.79

10.51

Revenue from Discontinued operations

16.91

26.19

16.88

26.15

Other Income

1.25

-

1.25

 

Profit/ (Loss) before Depreciation, Finance costs, Exceptional items and Tax expense from Discontinued operation

(2.63)

0.56

(2.66)

0.52

Less: Depreciation

0.42

0.61

0.42

0.61

Profit/ (Loss) before Finance costs, Exceptional items and Tax expense from Discontinued operation

(3.05)

(0.05)

(3.08)

(0.09)

Less: Finance Cost

0.44

0.29

0.27

0.03

Profit/ (Loss) before Exceptional items and Tax expense from Discontinued operation

(3.49)

(0.34)

(3.35)

(0.12)

Less:Tax Expense

*0.13

*(1.26)

*0.13

*(1.26)

Profit /(Loss) after tax for the period from Discontinued operation

(3.62)

0.92

(3.48)

1.14

Net Profit for the period (before minority interest in case of Consolidated)

4.29

3.89

19.31

11.65

Less:Minority Interest (in case of consolidated)

 

-

4.81

3.11

Net Prof it for the period (after minority interest in case of Consolidated)

4.29

3.89

14.50

8.54

* Deferred Tax Credit

RESULTS OF OPERATIONS

During the year under review, the Company along with its subsidiaries provided a bouquet of services to its clients.

Company on a standalone basis has recorded profit before exceptional items and tax from continuing operations of Rs. 3.87 Crs for the F.Y 2018-19 as against Rs. 4.16 Crs in the corresponding previous year. Profit after exceptional items and tax from continuing operations was Rs. 7.91 Crs for the F.Y 2018-19. Total revenue from discontinued operations for the F.Y 2018-19 was Rs. 18.16 Crs as against Rs. 26.19 Crs for the corresponding previous year. The total expenses from discontinued operation was Rs. 21.65 Crs for the F.Y 2018-19 as against Rs. 26.54 Crs for the corresponding previous year. The loss after tax from discontinued operations was Rs. 3.62 Crs as against profit of Rs. 0.92 Crs during the corresponding previous year. The total net profit from continued and discontinued operations were Rs 4.29 Crs as against Rs. 3.89 Crs for the corresponding previous year.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

SUBSIDIARY COMPANIES

At present, the Company has 8 (Eight) direct subsidiaries and 1 (One) step-down subsidiary Company.

During the year 2018-19, the Company had acquired Madinat Trading Private Limited (now known as Inditrade Robocash Private Limited) by acquiring the entire 10,000 equity shares of Rs 10/- each to venture into online quick-loan segment.

Subsequently, there was a dilution of equity capital with the result that the Company now holds 50.10% shares in the subsidiary- Inditrade Robocash Private Limited (Formerly known as Madinat Trading Private Limited).

ACCOUNTS OF SUBSIDIARIES

The Board of Directors (including Audit Committee) have reviewed the affairs of the Subsidiaries and the salient features of the financial of Subsidiary Companies are provided in the prescribed format AOC-1 attached as Annexure-1.

The Annual Audited Accounts of the Subsidiary Companies and the related detailed information will be made available to the shareholders of the Company at the Registered Office of the Company and on the Company website www.inditrade.com under the section Investor Relations. The Company shall furnish a hard copy of the detailed accounts of the subsidiaries to any shareholder on demand.

RESERVES

No amount was transferred to the Reserves for the year under review.

DIVIDEND

The Board of Directors has recommended a dividend of Re 1/-per equity share of Rs. 10/- each i.e 10%, for the financial year ended 31 March 2019 to commemorate the Silver Jubilee of the Company.

This Dividend upon approval by the shareholders at the ensuing Annual General Meeting (AGM) will be paid within 30 days from the date of AGM.

An amount of Rs. 4,801,506/- would be paid as dividend distribution tax on the dividend.

MAJOR EVENTS OCCURRED DURING THE YEAR

Following major events have occurred during the year: a) State of Company's Affairs

(i) Acquisition of Madinat Trading Private Limited:

Board of Directors of the Company at its meeting held on 4 February 2019 decided to acquire Madinat Trading Private Limited (CIN: U52609MH2017PTC293986), a Company incorporated in 2017 with an authorised capital and paid up capital of Rs. 1 lakh each. The name of the Company was later changed to Inditrade Robocash Private Limited. Subsequent to the dilution in equity share capital, your Company holds 50.10% shares in the subsidiary- Inditrade Robocash Private Limited (Formerly known as Madinat Trading Private Limited). An application has been made to the Reserve Bank of India to obtain Certificate of Registration as Non Banking Financial Company.The micro lending operations of the Company would commence subsequent to the receipt of the Certificate of Registration from the Reserve Bank of India.

(ii) Calling off the transaction with Varam Capital Private Limited:

The Board of Directors of the Company at their meeting held on 27 November, 201 7 had provided approval to the Company to enter into a Non Binding Letter of Intent for acquisition of majority shareholding in Varam Capital Private Limited, an NBFC - MFI. However despite best efforts, Inditrade Capital Limited and Varam Capital Private Limited have not been able to conclude the negotiations and execute the Definitive Agreements in this regard. Accordingly, both the parties have agreed to call off the discussions on the transaction.

(iii) Application by Inditrade Housing Finance Limited:

An application for registration has been made by the subsidiary- Inditrade Housing Finance Limited with National Housing Bank. The operations of the Company would commence subsequent to the receipt of the Certificate of Registration from National Housing Bank.

b) Change in nature of business Sale of undertaking:

Over the years the cost for doing Equity Broking business has continuously increased on account of increased compliance requirements and technology cost. This is apart from the usual escalation in all other costs like salary, administrative expenses, etc. On the other hand, the revenue from this business has been steadily declining over the years on account of competition. Thus, it was becoming increasingly difficult to carry out a profitable operation.

The Company has been also shifting its focus over the years towards NBFC and Micro Finance business that is being carried out through its subsidiary companies.

Consequent upon receipt of statutory and regulatory approvals, the Equity Broking Business of the Company along with the demat services, franchisee network, clients and identified personnel together with specified assets and liabilities but excluding its brand name, and other specific assets and liabilities was sold on a slump sale basis to M/s. Choice Equity Broking Private Limited for a consideration of Rs. 32 Crs.

c) Change in Registered Office of the Company:

The Company has shifted the Registered Office of the Company with effect from 15 March 2019 from XXXVI/202, J J Complex, Dairy Methanam Road, Edappally, Kochi, Kerala- 682024 to Second Floor, MES Building, Kaloor, Kochi, Ernakulam- 682017 which is within the local limits of the city.

CAPITAL STRUCTURE

The Authorized Capital of the Company is Rs. 40,00,00,000/-(Rupees Forty Crore only) divided into 4,00,00,000 (Four Crore) equity shares of Rs. 10/- each and the issued, subscribed and paid-up share capital of the Company is Rs. 23,35,36,260 (Rupees Twenty Three Crs Thirty Five Lakhs Thirty Six Thousand Two Hundred Sixty only) divided into 2,33,53,626 (Two Crores Thirty Three Lakhs Fifty Three Thousand Six Hundred And Twenty Six) equity shares of Rs. 10/-each.

The Nomination and Remuneration Committee of the Board of Directors at its meeting held on 9 August 2018, has allotted 1,000 (Thousand) equity shares with the face value of Rs. 10/- each to the eligible employees of the Company pursuant to the exercise of employee stock options issued under ESOP 2016.

Consequently, with effect from 9 August 2018, the Issued and Subscribed Share Capital of the Company stands increased to Rs. 23,35,36,260 (Rupees Twenty Three Crore Thirty Five Lakh Thirty Six Thousand Two Hundred Sixty only).

Hence there was a change in the Capital Structure of the Company during the financial year under review.

EXTRACT OF ANNUAL RETURN

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adherence to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). The Company strives to achieve fairness for all stakeholders and to enhance long term shareholders value.

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company together with the certificate from M/s. BVR & Associates Company Secretaries LLP forms an integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee (CSR Committee) consisting of the following directors as members:

1. Mrs. Jhuma Guha

2. Mr. K.ASomasekharan

3. Mr. B G Daga

As per the recommendations of the CSR committee, an a mount of Rs. 2,14,855/- was provided as donation to Inditrade Community Foundation - a group company which has been incorporated under Section 8 of the Companies Act, 2013 mainly to carry out the CSR related activities. It was further noted that, Inditrade Community Foundation has spent for educational assistance and flood relief activities from the funds received not only from Inditrade Capital Ltd, but also from other subsidiary companies. Further an amount of Rs. 10,000/- was donated to Reena Memorial Samrakshana Society which provides support to the physically & Mentally Challenged children in India for the financial year 2018-19.

The annual report on Corporate Social Responsibility activities undertaken by the Company is attached as Annexure III.

The CSR Policy of the Company is available on the Company's website at the below mentioned link: http://www.inditrade.com/policies

BOARD MEETINGS

The Board Meetings of the Company were held with requisite notice and with a valid quorum. The Board met5 times during the financial year 2018-19 on 18 May 2018, 3 August 2018, 2 November 2018, 4 December 2018 and 4 February 2019. The maximum interval between any two meetings did not exceed 120 days. Details of the composition of the Board Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report which forms a part of the Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors has the following main 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 and attendance at the meeting are provided in the Corporate Governance Report.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has a Nomination and Remuneration policy for the performance evaluation of the Chairman, individual Directors, Board and its Committees, and also review the policy regarding the criteria for appointment and remuneration of Directors including Independent Directors, Key Managerial Persons and Senior Management. The Nomination and Remuneration policy has been framed in accordance with Section 1 78 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee of the Company oversees the implementation of the Nomination and Remuneration policy of the Company. The composition of the Nomination and Remuneration Committee and other relevant details are provided in the Corporate Governance Report.

The Nomination and Remuneration Policy spells out the criteria for determining qualifications, positive attributes, independence of a Director and the remuneration of Directors, Key Managerial Personnel and Senior Management, including functional heads. The Nomination and Remuneration policy of the Company is available on the Company's website at the below mentioned link: http://www.inditrade.com/policies

Selection and procedure for nomination and appointment or removal of Directors/ Key Managerial Personnel.

The Nomination and Remuneration Committee is responsible for identifying persons who are qualified to become Directors and who may be appointed on Senior Management in accordance with the criteria laid down in the Nomination and Remuneration Policy. The Committee shall also recommend

to the Board, the appointment of any new Directors/Key Managerial Personnel or removal of the existing Directors/ Key Managerial Personnel. The Committee recommends to the Board as to whether to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance evaluation of Independent Directors. After carefully evaluating and analyzing the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company, decide whether to appoint a new Director/Key Managerial Personnel or remove an existing Director/Key Managerial Personnel, as the case may be.

Evaluation by Board of its performance and that of its Committees and individual Directors

The Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. The Board and the individual Directors have also evaluated the performance of Independent and Non-independent Directors, fulfillment of their independence criteria and their independence from the management, performance of the Board as a whole and that of the Chairman of the Meetings.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company as on 31 March 2019 consisted of four Directors namely, Mr.Brij Gopal Daga (Non Executive Independent Director), Mr. K A Somasekharan (Non Executive Independent Director), Mrs. Jhuma Guha (Non Executive Director) and Mr. Gurmeet Mohan Singh (Non Executive Director).

During the year under review, there was no change in the constitution of the Board and Key Managerial Personnel (KMP).

However on 10 May 2019, Mr. Sivanandhan Dhanushkodi (DIN:03607203) was appointed as Additional and Independent Director of the Company for a period of 5 years subject to the approval of shareholders in the ensuing Annual General Meeting.

The following are the Key Managerial Personnel of the Company:

• Mr. Vinod Mohan - Manager and Company Secretary cum Compliance Officer

• Mr. Naveen Kumar Jain - Chief Financial Officer Declaration by Independant Directors

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

EMPLOYEE STOCK OPTION PLAN (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) was implemented to encourage the employees to participate in the growth of the Company. The Securities and Exchange Board of India introduced the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI ESOP Regulations) on 28 October 2014. The Company amended and made modifications to the ESOP scheme and the ESOP Trust was constituted to administer the scheme, to bring the same in line with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014.

The Board of Directors with the approval of shareholders by a special resolution in the Annual General Meeting held on 3 August 2018, further modified the ESOP Plan to increase the overall limit of the options to 35,02,894 (Thirty Five Lakhs Two Thousand Eight Hundred And Ninety Four) which can be issued by the Company that can be converted to Equity Shares. Further approval of shareholders by a separate resolution in the same meeting was granted to the Company for granting Employee Stock options to the employees of the Holding Company and Subsidiary Companies under ESOP 2016.

Disclosure as required under Regulation 14 of SEBI Circular - CIR/CFD/POLICY CELL/2/2015 dated 16 June, 2015 has been made available at the Company website at www.inditrade.com.

FIXED DEPOSITS

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

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration exceeding the amount prescribed 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 of Managerial Personnel) Rules, 2014 is attached as Annexure IV.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The details of Investments, Loans or Guarantees covered under the provisions of section 186 of the Companies Act, 2013 are given in the Note 10, 12 and 24 to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the Financial Year were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons 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 before the Board for their approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has framed a Related Party Transactions Policy which is available at the below link http://www.inditrade.com/policies

Particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 in Form No. AOC 2 of the Companies (Accounts) Rules, 2014 is attached as Annexure V.

POSTAL BALLOT

The Company had sought shareholders approval through Postal Ballot for the following during the year under review:

1. Approval for sale of undertaking under Section 180(1) (a) of the Companies Act, 2013 for a consideration of Rs 32 Crs (Rupees Thirty Two Crores only) as a going concern / on a slump sale basis to M/s. Choice Equity Broking Private Limited.

2. Approval for the continuation of the current term of Mr. Brij Gopal Daga (DIN: 00004858) as Non-Executive Independent Director of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

STATUTORY AUDITORS

Pursuant to provision of Section 139 of the Companies Act 2013 read with the Companies (Audit & Auditors) Rules, 2014, M/s. Haribhakti& Co. LLP, Chartered Accountants, Chennai (holding Registration No. 100332W) were reappointed as Statutory Auditors of the Company to hold office from the conclusion of 24* Annual General Meeting until the conclusion of 28* Annual General Meeting.

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

SECRETARIAL AUDIT

M/s. SVJS & Associates, Practicing Company Secretaries, Kochi were appointed to conduct the Secretarial Audit of the Company for the financial year 2018-2019 as required under Section 204 of the Companies Act, 2013 and the rules made thereunder.

The Secretarial Audit Report for the Financial Year 2018-2019 forms a part of the Annual Report and is attached as Annexure VI.

Two of the subsidiaries of the Company namely JRG Fincorp Limited and Inditrade Business Consultants are coming within the ambit of Material Subsidiary as per the amended Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Financial Year 2018-19.

The Secretarial Audit Reports of JRG Fincorp Limited and Inditrade Business Consultants Limited for the Financial Year 2018-19 are enclosed as Annexure VII and Annexure VIM respectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities of the Company, the information required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts), Rules 2014 relating to Energy Conservation, Technology Absorption is not applicable to the Company. However, the effort made by the Company towards technology absorption includes the following:

(i) Adoption of the latest state of-the-art Datacentre, software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

(ii) Implemented server virtualization to reduce the Server, Power and Management foot prints.

(iii) Implemented the Log management to identify detailed server, network and application issues and proactively clear them so that they do not affect the trading platform.

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

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. The internal controls, including the internal financial control of the Company are managed and reviewed by the Audit Committee and apart from the staff employed by the Company, the Company has also appointed Internal Auditors from outside the Company to review and monitor the internal financial controls and their adequacy. The Internal Financial Controls of the Company are adequate and commensurate with the size and nature of business of the Company.

RISK MANAGEMENT:

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

Reporting of Frauds:

There was no instance of fraud during the Financial Year under review, which required the Statutory Auditors to report to the Audit Committee and/orBoard under Section 143( 12) of the Companies Act 2013 and Rules framed thereunder.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In order to address the genuine concerns and grievances of the Directors and Employees of the Company, the Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and employees pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Vigil Mechanism provides adequate safeguards against victimization of Director(s) or employee(s) or any other person who avails the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Vigil Mechanism is available in the website of the Company at the below mentioned link: http://www.inditrade.com/policies

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress any complaint regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the Financial Year 201 8-1 9:

• No. of complaints at the beginning of the year 2018-19:NIL

• No. of complaints received during the year 2018-19:NIL

• No. of complaints disposed off during the year 2018-19:NIL

• No. of complaints at the end of the year 2018-19:NIL

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) That in the preparation of the annual accounts for the Financial Year ending 31 March 2019, the applicable Accounting Standards have been followed and there are no material departures.

(b) That the Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 March 2019 and of 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 of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 31 March 2019 on a 'going concern' basis.

(e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Regulators, Stock Exchanges, other statutory bodies and Company's bankers for the assistance, cooperation and encouragement extended to the Company. Your Directors wish to place on record their appreciation for the contributions made by the employees at all levels for their efforts, hard work and support which are indispensible for the Company. Your involvement as shareholders is also greatly valued and your Directors look forward to your continued support.

For and on behalf of the Board

Gurmeet Mohan Singh
Director

Jhuma Guha
Director

DIN: 03294406

DIN: 00007454

Date: 10 May 2019

 

Place: Mumbai

 

Form AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Ventures

Part A: Subsidiaries

ANNEXURE-I

Sr. No

Name of the Subsidiary

JRG Fincorp Ltd

Inditrade Derivatives and Commodities Limited

Inditrade Business Consultants Limited

Inditrade Insurance Broking Private Limited

Inditrade Microfinance Limited

Inditrade Commodities Trading Limited*

Inditrade Housing Finance Limited

Inditrade Robocash Private Limited

(Formerly known as Madinat Trading Private Limited)

1.

Reporting period for the subsidiary concerned

31 March, 2019

31 March, 2019

31 March, 2019

31 March, 2019

31 March, 2019

31 March, 2019

31 March, 2019

31 March, 2019

2.

Date of acquisition

06 September, 2007

29 February, 1996

27 August, 2008

22 February, 2000

09 May, 2016

1 7 November 2016

27 March, 2018

04 February, 2019

3.

Reporting currency

Indian Rupees

Indian Rupees

Indian Rupees

Indian Rupees

Indian Rupees

Indian Rupees

Indian Rupees

Indian Rupees

4.

Share Capital

54,82,45,610

11,06,24,270

12,11,00,000

6,50,00,000

29,00,00,000

17,00,000

110,000,000

1,00,000

5.

Reserves & Surplus

61,23,33,599

(7,01,03,635)

(5,62,04,610)

(4,91,21,004)

2,18,00,066

63,66,702

(1,859,052)

(2,722)

6.

Total Assets

1,77,97,66,418

8,45,80,270

1,53,68,72,603

1,94,29,035

1,79,49,15,719

3,91,31,555

111,733,223

604,671

7.

Total Liabilities

1,77,97,66,418

8,45,80,270

1,53,68,72,603

1,94,29,035

1,79,49,15,719

3,91,31,555

111,733,223

604,671

8.

Investments

6,34,63,704

NIL

16,64,49,815

NIL

20,000

NIL

NIL

NIL

9.

Turnover

30,28,50,340

3,70,62,405

22,64,00,038

1,67,70,233

29,77,63,760

87,75,010

NIL

NIL

10

Profit/(Loss) before taxation

14,14,43,458

(7,01,624)

50,06,461

7,35,384

2,88,49,424

24,68,030

(1,855,041)

168,171

11.

Provision for taxation / Deferred Tax

4,27,14,968

7,000

10,62,634

3,00,000

74,88,532

13,06,723

NIL

127,393

12.

Profit/(Loss) after taxation

9,87,28,490

(7,08,624)

39,43,827

4,35,384

2,13,60,892

11,61,307

(1,855,041)

40,778

13.

Proposed Dividend

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

14.

% of shareholding

57

95.75

99.84

100

84.67

0*

100

100

Note:

Inditrade Commodities Trading Limited is a Wholly Owned Subsidiary of Inditrade Business Consultants Limited.

Inditrade Community Foundation is a Section 8 Company incorporated by Inditrade Capital Limited along with its subsidiaries to primarily undertake CSR activities of the Group. The Accounts of Inditrade Community Foundation are not consolidated with the Holding Company.

1. Names of subsidiaries which are yet to : commence operations

: 1. Inditrade Robocash Private Limited (Formerly known as Madinat Trading Private Limited) was incorporated on 18th April, 2017. The operations are expected to commence on the receipt of Certificate of Registration as a Non Banking Financial Company from the Reserve Bank of India.

 

2. Inditrade Housing Finance Limited was incorporated on 27th March, 2018. The operations are expected to commence on the receipt of the Certificate of Registration from National Housing Bank.

2. Names of subsidiaries which have been : liquidated or sold during the year

: NIL

Part B: Associates and Joint Ventures Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

1.

Names of Associates or Joint Ventures which are yet to commence operations :

: NA

2.

Names of Associates or Joint Ventures which have been liquidated or sold during the year :

: NA

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31 March, 2019

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

ANNEXURE-II

I. REGISTRATION AND OTHER DETAILS:

CIN

L67120KL1994PLC008265

Registration Date

17-10-1994

Name of the Company

Inditrade Capital Limited

Category/ Sub Category of the Company

Company limited by shares and Indian Non Government Company

Address of the Registered office and contact details

Second Floor, M E S Building, Kaloor, Kochi, Ernakulam, Kerala 682017 Tel : 0484-6714800

Whether listed company

Yes

Name, Address and Contact details of Registrar and Transfer Agent, if any

Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opp.Vasant Oasis, Makwana Road, Marol, Andheri (East) Mumbai 400059, Maharashtra Board No. : 022 62638200

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:-

SL. NO.

NAME AND DESCRIPTION OF MAIN PRODUCTS / SERVICES

NIC CODE OF THE PRODUCT/ SERVICE

% TO TOTAL TURNOVER OF THE COMPANY

1

*Securities brokerage serices

K-66-66120

70.58

* Equity broking services has been sold to Choice Equity Broking Private Limited with effect from 28 December 2018.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SL. NO.

NAME AND ADDRESS OF THE COMPANY

CIN/GLN

HOLDING/ SUBSIDIARY/ ASSOCIATE

% SHARES HELD

APPLICABLE ' SECTION

I

1.

Juno Moneta Technologies Private Limited 204, 2nd Floor, B Wing , Phoenix House, Senapati Bapat Marg, Lower Parel West, Mumbai, Maharashtra, India -400013

U72900MH2008PTC178080

Holding

71.13

2(46)

2.

JRG Fincorp Limited Second Floor, M E S Building, Kaloor, Kochi, Ernakulam, Kerala 682017

U65923KL2007PLC021180

Subsidiary

57

2(87)

3.

Inditrade Derivatives and Commodities Limited Second Floor, M E S Building, Kaloor, Kochi, Ernakulam, Kerala-682017

U66010KL1996PLC010093

Subsidiary

95.75

2(87)

4.

Inditrade Business Consultants Limited Second Floor, M E S Building, Kaloor, Kochi, Ernakulam, Kerala 682017

U74140KL2008PLC023055

Subsidiary

99.84

2(87)

5.

Inditrade Microfinance Limited Unit No. T1 -B, 5th Floor, C-Wing, Phoenix House, Senapati Bapat Marg, Lower Parel, Maharashtra, India - 400013

U67190MH2016PLC306585

Subsidiary

84.67

2(87)

6.

Inditrade Commodities Trading Limited Balaji Empire, Plot No 6, Sy.No 103/1,105 & 106 Jayaberi Enclave, Gachibowli, Hyderabad, Telengana, India -500032

U67190TG2011PLC077783

*Step down Subsidiary

0

2(87)

7.

Inditrade Insurance Broking Private Limited Second Floor, M E S Building, Kaloor, Kochi, Ernakulam, Kerala 682017

U67190KL2000PTC013701

Subsidiary

100

2(87)

8.

Inditrade Housing Finance Limited, 204, 2nd Floor, B Wing, Phoenix House, Senapati Bapat Marg, Lower Parel West, Mumbai, Maharashtra - 40001 3

U65999MH2018PLC307208

Subsidiary

100

2(87)

9.

Inditrade Community Foundation, Second Floor, M E S Building, Kaloor, Kochi, Ernakulam, Kerala 682017

U85320KL2018NPL052582

**Subsidiary

20

2(87)

10.

Inditrade Robocash Private Limited (Formerly known as Madinat Trading Private Limited), 204, 2nd Floor, B Wing , Phoenix House, Senapati Bapat Marg, Lower Parel West, Mumbai, India- 400013

U65100MH2017PTC293986

***Subsidiary

100.00

2(87)

 

* Inditrade Commodities Trading Limited is a Wholly Owned Subsidiary of Inditrade Business Consultants Limited.

** Inditrade Community Foundation is a Section 8 Company incorporated by Inditrade Capital Limited along with its subsidiaries to primarily undertake CSR activities of the Group.

*** Inditrade Robocash Private Limited (Formerly known as Madinat Trading Private Limited) has been acquired on 4 February, 2019.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year (as on 01-04-2018)

No. of Shares held at the end of the year (as on 31-03-2019)

% Change

 

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

the year

A. Promoters

 

 

 

 

 

 

 

 

 

(1) Indian

 

 

 

 

 

 

 

 

 

(a) Individual/ HUF

50,000

0

50,000

0.21

50,000

0

50,000

0.21

0.00

(b) Central Govt.

0

0

0

0.00

0

0

0

0.00

0.00

(c ) State Govt. (s)

0

0

0

0.00

0

0

0

0.00

0.00

(d) Bodies Corp.

16,710,440

0

16,710,440

71.56

16,710,440

0

16,710,440

71.55

0.00

(e) Banks / Fl

0

0

0

0.00

0

0

0

0.00

0.00

(f) Any Other

0

0

0

0.00

0

0

0

0.00

0.00

Sub-Total (A) (1 )

16,760,440

0

16,760,440

71.77

16,760,440

0

16,760,440

71.77

0.00

(2) Foreign

 

 

 

 

 

 

 

 

 

(a) NRIs - Individuals

0

0

0

0.00

0

0

0

0.00

0.00

(b) Other- Individuals

0

0

0

0.00

0

0

0

0.00

0.00

(c) Bodies Corporate

0

0

0

0.00

0

0

0

0.00

0.00

(d) Banks /Fl

0

0

0

0.00

0

0

0

0.00

0.00

(e) Any Other

0

0

0

0.00

0

0

0

0.00

0.00

Sub-Total (A) (2)

0

0

0

0.00

0

0

0

0.00

0.00

Total shareholding

16,760,440

0

16,760,440

71.77

16,760,440

0

16,760,440

71.77

0.00

B Public Shareholding

 

 

 

 

 

 

 

 

 

1. Institutions

 

 

 

 

 

 

 

 

 

(a) Mutual Funds

0

0

0

0.00

0

0

0

0.00

0.00

(b) Banks /Fl

0

0

0

0.00

0

0

0

0.00

0.00

(c ) Central Govt.

0

0

0

0.00

0

0

0

0.00

0.00

(d ) State Govt. (s)

0

0

0

0.00

0

0

0

0.00

0.00

(e) Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

(f) Insurance Companies

0

0

0

0.00

0

0

0

0.00

0.00

(g)Flls

 

0

0

0.00

 

0

0

0.00

0.00

(h) Foreign Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

(i) Others (Foreign Portfolio Investor):

43,269

0

43,269

0.19

43,269

0

43,269

0.19

0.00

Sub-Total (B) (1 )

43,269

0

43,269

0.19

43,269

0

43,269

0.19

0.00

 

Category of Shareholders

No. of Shares held at the beginning of the year (as on 01 -04-2018)

No. of Shares held at the end of the year (as on 31 -03-2019)

% Change during the year

2. Non- Institutional

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of TotaI Shares

(a) Bodies Corporate

796,899

0

796,899

3.41

855,716

0

855,716

3.67

0.25

(b) Individuals

 

 

 

 

 

(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

2,557,387

6943

2,564,330

10.98

2,452,921

1693

2,454,614

10.51

-0.47

(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 Lakh

2,583,427

15,000

2,598,427

11.13

2,420,937

15,000

2,435,937

10.43

-0.70

(c) Others (Specify)

 

 

 

 

 

 

 

 

 

(i) Director /Relatives

0

0

0

0.00

0

0

0

0

0.00

(ii) Clearing members

107,001

0

107,001

0.46

14,261

0

14,261

0.06

-0.40

(iii) Market Makers, office bearer

0

0

0

0.00

0

0

0

0.00

0.00

(iv) Foreign Nationals- NRI

403,756

0

403,756

1.73

706,976

0

706,976

3.04

1.30

(v) Trusts

67,125

0

67,125

0.29

67,125

0

67,125

0.29

0.00

(vi) Others

11,379

0

11,379

0.05

15,288

0

15,288

0.07

0.02

Sub- Total (B) (2):

6,526,974

21,943

6,548,917

28.04

6,533,224

16,693

6,549,917

28.05

0.00

Total Public Shareholding (B)= (B) (1)+(B)(2)

6,570,243

21,943

6,592,186

28.23

6,576,493

16,693

6,593,186

28.23

0.00

C. Shares held by Custodian for GDRs & ADRs

0

0

0

0.00

0

0

0

0.00

0.00

Grand Total (A+B+C)

23,330,683

21,943

23,352,626

100

23,336,933

16,693

23,353,626

100

0.00

(ii) Shareholding of Promoters:

SI. No.

Shareholder's Name

No. of Shares held at the beginning of the year (as on 01.04.2018)

No. of Shares held at the end of the year (as on 31.03.2019)

 

 

No. of Shares

% of Total Shares of the Company

% of shares Pledged / Encumbered to total shares

No. of Shares

% of Total Shares of the Company

% of shares Pledged / Encumbered to total shares

% Change in shareholding during the year

1

Juno Moneta Technologies Private Limited

16,610,440

71.13

29.09

16,610,440

71.13

29.09

0.00

2

AT lnvofin India Private Limited

100,000

0.43

0

100,000

0.43

0

0.00

3

Sudip Bandyopadhyay

50,000

0.21

0

50,000

0.21

0

0.00

TOTAL

 

16,760,440

71.77

29.09

16,760/140

71.77

29.09

0.00

(iii) Change in Promoters' Shareholding

SI. No.

Shareholder's Name

Shareholding at the beginning of the year

Increase / Decrease in Share holding during the year

Cumulative during

Shareholding the year

 

 

No. of shares

% of total shares of the Company

Date

Increase / Decrease in Share holding

Reasons for increase/ decrease

No. of shares

% of total shares of the company

1

Juno Moneta Technologies Private Limited

16,610,440

71.13

 

0

NA

16,610,440

71.13

2

AT lnvofin India Private Limited

100000

0.43

-

0

NA

100,000

0.43

3

Sudip Bandyopadhyay

50000

0.21

 

0

NA

50,000

0.21

(iv) Shareholding pattern of top ten shareholders

SI. No.

Shareholder's Name

Shareholding at the beginning of the year

Increase / Decrease in Share holding during the year

Cumulative Shareholding during the year

L

 

No. of shares

% of total shares of the company

Date

Increase / Decrease in Share holding

Reasons for increase/ decrease

No. of shares

% of total shares of the company

1

Rajesh Kumar M S

0

0.00

-

0

NA

230,000

0.98

 

 

 

 

06-04-2018

64,905

Purchase

64,905

0.28

 

 

 

 

27-07-2018

296

Purchase

65,201

0.28

 

 

 

 

03-08-2018

54,704

Purchase

119,905

0.51

 

 

 

 

10-08-2018

2,000

Purchase

121,905

0.52

 

 

 

 

17-08-2018

59,000

Purchase

180,905

0.77

 

 

 

 

31-08-2018

-186,000

Sale

-5,095

-0.02

 

 

 

 

07-09-2018

186,000

Purchase

180,905

0.77

 

 

 

 

14-09-2018

15,000

Purchase

195,905

0.84

 

 

 

 

21-09-2018

49,000

Purchase

244,905

1.05

 

SI. No.

Shareholder's Name

Shareholding at the beginning of the year

Increase / Decrease in Share holding during the year

Cumulative Shareholding during the year

 

 

No. of shares

% of total shares of the company

Date

Increase / Decrease in Share holding

Reasons for increase/ decrease

No. of shares

% of total shares of the company

 

 

 

 

28-09-2018

14,100

Purchase

259,005

1.11

 

 

 

 

05-10-2018

35,900

Purchase

294,905

1.26

 

 

 

 

12-10-2018

4,000

Purchase

298,905

1.28

 

 

 

 

19-10-2018

6,000

Purchase

304,905

1.31

 

 

 

 

26-10-2018

15,000

Purchase

319,905

1.37

 

 

 

 

02-11-2018

25,000

Purchase

350,000

1.50

 

 

 

 

31-03-2019

 

 

350,000

1.50

 

 

 

 

 

2

S H S Investment Consultants Private Limited

230,000

0.98

 

0

NA

230,000

0.98

 

 

 

 

06-04-2018

64,905

Purchase

294,905

1.26

 

 

 

 

31-08-2018

-294,905

Sale

0

0.00

 

 

 

 

07-09-2018

294,905

Purchase

294,905

1.26

 

 

 

 

21-09-2018

-25,000

Sale

269,905

1.16

 

 

 

 

12-10-2018

10,925

Purchase

280,830

1.20

 

 

 

 

19-10-2018

190

Purchase

281,020

1.20

 

 

 

 

26-10-2018

145

Purchase

281,165

1.20

 

 

 

 

02-11-2018

47

Purchase

281,212

1.20

 

 

 

 

09-11-2018

57

Purchase

281,269

1.20

 

 

 

 

16-11-2018

81

Purchase

281,350

1.20

 

 

 

 

23-11-2018

75

Purchase

281,425

1.21

 

 

 

 

30-11-2018

115

Purchase

281,540

1.21

 

 

 

 

07-12-2018

40

Purchase

281,580

1.21

 

 

 

 

14-12-2018

65

Purchase

281,645

1.21

 

 

 

 

21-12-2018

55

Purchase

281,700

1.21

 

 

 

 

28-12-2018

80

Purchase

281,780

1.21

 

 

 

 

11-01-2019

47

Purchase

281,827

1.21

 

 

 

 

22-02-2019

38,244

Purchase

320,071

1.37

 

 

 

 

31-03-2019

 

 

320,071

1.37

3

CA Holdings LLP

277,760

1.19

-

0

NA

277,760

1.19

 

 

 

 

20-07-2018

-52,760

Sale

225,000

0.96

 

 

 

 

31-08-2018

-225,000

Sale

0

0.00

 

 

 

 

07-09-2018

225,000

Purchase

225,000

0.96

 

 

 

 

01-02-2019

-2,311

Sale

222,689

0.95

 

 

 

 

08-02-2019

-2,892

Sale

219,797

0.94

 

SI. No.

Shareholder's Name

Shareholding at the beginning of the year

Increase / Decrease in Share holding during the year

Cumulative Shareholding during the year

 

 

No. of shares

% of total shares of the company

Date

Increase / Decrease in Share holding

Reasons for increase/ decrease

No. of shares

% of total shares of the company

 

 

 

 

15-02-2019

-7,797

Sale

212,000

0.91

 

 

 

 

15-03-2019

-10,000

Sale

202,000

0.86

 

 

 

 

22-03-2019

-2,000

Sale

200,000

0.86

 

 

 

 

31-03-2019

 

 

200,000

0.86

4

Jiji Antony

264,484

1.13

-

0

NA

264,484

1.13

 

 

 

 

06-04-2018

-1,200

Sale

263,284

1.13

 

 

 

 

13-04-2018

-908

Sale

262,376

1.12

 

 

 

 

20-04-2018

-500

Sale

261,876

1.12

 

 

 

 

18-05-2018

-1,000

Sale

260,876

1.12

 

 

 

 

25-05-2018

-500

Sale

260,376

1.11

 

 

 

 

29-06-2018

-1,655

Sale

258,721

1.11

 

 

 

 

13-07-2018

-1

Sale

258,720

1.11

 

 

 

 

20-07-2018

-1,195

Sale

257,525

1.10

 

 

 

 

27-07-2018

-500

Sale

257,025

1.10

 

 

 

 

03-08-2018

-6,843

Sale

250,182

1.07

 

 

 

 

10-08-2018

-700

Sale

249,482

1.07

 

 

 

 

31-08-2018

-249,482

Sale

0

0.00

 

 

 

 

07-09-2018

249,482

Purchase

249,482

1.07

 

 

 

 

28-09-2018

-700

Sale

248,782

1.07

 

 

 

 

05-10-2018

-100

Sale

248,682

1.06

 

 

 

 

12-10-2018

-301

Sale

248,381

1.06

 

 

 

 

26-10-2018

-300

Sale

248,081

1.06

 

 

 

 

08-02-2019

1

Purchase

248,082

1.06

 

 

 

 

01-03-2019

5

Purchase

248,087

1.06

 

 

 

 

29-03-2019

-500

Sale

247,587

1.06

 

 

 

 

31-03-2019

 

 

247,587

1.06

5

Nasir Firoz Khambatta

154,219

0.66

-

0

NA

154,219

0.66

 

 

 

 

31-08-2018

-154,219

Sale

0

0.00

 

 

 

 

07-09-2018

154,219

Sale

154,219

0.66

 

 

 

 

31-03-2019

 

 

154,219

0.66

6

Shilpa Porinju Veliyath

125,000

0.54

-

0

NA

125,000

0.54

 

 

 

 

31-08-2018

-125,000

Sale

0

0.00

 

 

 

 

07-09-2018

125,000

Purchase

125,000

0.54

 

 

 

 

31-12-2018

-18,335

Sale

106,665

0.46

 

 

 

 

01-02-2019

-18,166

Sale

88,499

0.38

 

SI. No.

Shareholder's Name

Shareholding at the beginning of the year

Increase / Decrease in Share holding during the year

Cumulative Shareholding during the year

 

 

No. of shares

% of total shares of the company

Date

Increase / Decrease in Share holding

Reasons for increase/ decrease

No. of shares

% of total shares of the company

 

 

 

 

31-03-2019

 

 

88,499

0.38

7

Tech Etios Solutions Private Limited

0

0.00

 

0

NA

0

0.00

 

 

 

0.00

20-07-2018

115,000

Purchase

115,000

0.49

 

 

 

0.00

31-08-2018

-115,000

Sale

0

0.00

 

 

 

 

07-09-2018

115,000

Purchase

115,000

0.49

 

 

 

0.00

31-03-2019

 

 

115,000

0.49

8

Asharaff M Sultan

106,334

0.46

-

0.00

NA

106,334

0.46

 

 

 

 

15-06-2018

-500

Sale

105,834

0.45

 

 

 

 

24-07-2018

-500

Sale

105,334

0.45

 

 

 

 

27-07-2018

-500

Sale

104,834

0.45

 

 

 

 

31-08-2018

-104,834

Sale

0

0.00

 

 

 

 

07-09-2018

104,834

Purchase

104,834

0.45

 

 

 

 

05-10-2018

-500

Sale

104,334

0.45

 

 

 

 

12-10-2018

-1550

Sale

102,784

0.44

 

 

 

 

16-11-2018

-400

Sale

102,384

0.44

 

 

 

 

23-11-2018

-300

Sale

102,084

0.44

 

 

 

 

30-11-2018

-100

Sale

101,984

0.44

 

 

 

 

04-01-2019

-500

Sale

101,484

0.43

 

 

 

 

25-01-2019

-960

Sale

100,524

0.43

 

 

 

 

01-02-2019

-102

Sale

100,422

0.43

 

 

 

 

08-02-2019

-421

Sale

100,001

0.43

 

 

 

0.00

31-03-2019

 

 

100,001

0.43

9

Satya Narain Prakash Punj

96,887

0.41

-

0

NA

96,887

0.41

 

 

 

 

31-08-2018

-96,887

Sale

0

0.00

 

 

 

 

07-09-2018

96,887

Purchase

96,887

0.41

 

 

 

 

31-03-2019

 

 

96,887

0.41

10

K Vijayabaskar

83,000

0.36

 

0

NA

83,000

0.36

 

 

 

 

29-06-2018

-5,848

Sale

77,152

0.33

 

 

 

 

03-08-2018

-15,000

Sale

62,152

0.27

 

 

 

 

31-08-2018

-62,152

Sale

0

0.00

 

 

 

 

07-09-2018

62,152

Purchase

62,152

0.27

 

 

 

 

31-03-2019

 

 

62,152

0.27

(v) Shareholding pattern of Directors and Key Managerial Personnel

SI. No.

Shareholder's Name

Shareholding at the beginning of the year

Increase / Decrease in Share holding during the year

Cumulative Shareholding during the year

 

 

No. of shares

% of total shares of the Company

Date

Increase / (Decrease) in Share holding

Reasons for increase/ decrease

No. of shares

% of total shares of the Company

1

Mr. Naveen Kumar Jain- Chief Financial Officer

0

0

9/8/2018

500

Exercise of ESOPs

500

0.002

V. INDEBTEDNESS

SI. No.

Particulars

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

 

 

 

 

1

Principal Amount

0

0

 

 

2

Interest due but not paid

0

0

-

-

3

Interest accrued but not due

0

0

-

-

Total (1+2+3)

0

0

-

-

Change in indebtness during the year

 

 

 

 

 

Addition

0

0

-

-

 

Reduction

0

0

 

 

Net Change

0

0

 

-

Indebtedness at the end of the financial year

 

 

 

 

1

Principal Amount

0

0

-

-

2

Interest due but not paid

0

0

 

 

3

Interest accrued but not due

0

0

 

 

Total (1+2+3)

0

0

-

-

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

SI. No.

Particulars of Remuneration

Name of Managing Director, Whole-time Directors and/or Manager Manager Vinod Mohan

Total Amount

1

Gross Salary

0

0

a.

Salary as per provisions contained in Section 1 7(1 ) of the Income-tax Act, 1961

0

0

b

Value of perquisites under Section 17(2) of the Income-tax Act, 1961

0

0

c

Profits in lieu of Salary under Section 17 (3) of the Income-tax Act, 1961

0

0

2

Stock Option

0

0

3

Sweat Equity

0

0

4

Commission

0

0

 

- as % of profit

0

0

 

- others

0

0

5

Others

0

0

 

Total (A)

0

0

 

Ceiling as per the Act

6,695,741

6,695,741

Note: Mr. Vinod Mohan is drawing salary as the Company Secretary of the Company B. Remuneration to other Directors

 

 

 

 

(in Rs.)

SI. No.

Particulars of Remuneration

Name of Directors

Total Amount

1

Independent Directors

Mr. KA Somasekharan

Mr. B G Daga

 

a

Fee for attending Board/ Committee meetings

120,000

140,000

260,000

b

Commission

0

0

0

c

Others

0

0

0

 

Total (1)

120,000

140,000

260,000

2

Other Non-Executive Directors

Mrs. Jhuma Guha

Mr. Gurmeet Mohan Singh

 

a

Fee for attending Board/ Committee meetings

0

0

0

b

Commission

0

0

0

c

Others

0

0

0

 

Total (2)

0

0

0

 

Total (B) = (1+2)

0

0

0

 

Total Managerial Remuneration (Fee for attending Board /Committee meetings is excluded from the Overall Ceiling as per the Act)

260,000

 

Overall Ceiling as per the Act for Non Executive Directors

1,339,148

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SI. No.

Particulars of Remuneration

Key Managerial Personnel

Total Amount

 

 

Company Secretary Mr. Vinod Mohan

Chief Financial Officer (CFO) Mr. Naveen Kumar Jain

1

Gross Salary

 

 

 

a

Salary as per provisions contained in section 1 7(1 ) of the Income-tax Act, 1961

1,226,814

2,792,747

4,019,561

b

Value of perquisites under Section 1 7(2) of the Income-tax Act, 1961

NIL

NIL

NIL

c

Profits in lieu of Salary under Section 1 7(3) of the Income-tax Act, 1961

NIL

NIL

NIL

2

Stock Option

20,000

75,000

95,000

3

Sweat Equity

NIL

NIL

NIL

4

Commission

NIL

NIL

NIL

 

- as % of profit

NIL

NIL

NIL

 

- others

NIL

NIL

NIL

5

Others

NIL

NIL

NIL

 

Total

1,246,814

2,792,747

4,019,561

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type

Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/ Compounding fees imposed

Authority [RD/NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

 

 

 

 

 

Penalty

 

 

 

 

 

Punishment

 

 

 

 

 

Compounding

-

-

-

-

 

B. DIRECTORS

 

 

 

 

 

Penalty

 

 

 

 

 

Punishment

 

 

 

 

 

Compounding

-

-

-

-

 

C. OTHER OFFICERS IN DEFAULT

 

 

 

 

 

Penalty

 

 

 

 

 

Punishment

 

 

 

 

 

Compounding

-

-

-

-

 

ANNEXURE-III

Annual Report on Corporate Social Responsibility (CSR) Activities of the Company for the F.Y. 2018-19

1. Brief outline of the Company's CSR policy

The Inditrade Group of Companies is fully committed to comply with all regulatory requirements mandated by Exchanges, Securities and Exchange Board of India (SEBI), Insurance Development and Regulatory Authority of India (IRDAI), Reserve Bank of India (RBI), etc., as may be applicable.

The CSR Policy of the Company is in alignment with its objective, principles and values, for delineating its responsibility as a socially and environmentally responsible corporate citizen. The Policy lays down the principles and mechanism for undertaking various programs in accordance with Section 135 of the Companies Act, 2013. The Policy shall apply to all the CSR programs and activities undertaken by the Company at various locations for the benefit of diverse sectors of the society.

The Company has carried out its CSR activities as a donation to Inditrade Community Foundation - a group company which has been incorporated under Section 8 of the Companies Act, 2013 mainly to carry out the CSR related activities and as a contribution to Reena Memorial Samrakshana Society and in this regard, an amount of Rs. 2,14,855/- was donated to Inditrade Community Foundation and Rs. 10,000/- to Reena Memorial Samrakshana Society, thus aggregating to Rs. 2,24,855/- for the financial year 2018-19.

Reena Memorial Samrakshana Society mainly takes care of the Physically & Mentally Challenged children in India. It takes a novel and effective approach towards teaching differently abled children.

The CSR Policy of the Company is available on the Company website at http://www.inditrade.com/policies

2. Composition of the CSR Committee

The Corporate Social Responsibility Committee (CSR Committee) consists of the following Directors:

Sr. No

Name

Designation

1.

Mr. B G Daga

Member

2.

Mr. K. A Somasekharan

Member

3.

Mrs. Jhuma Guha

Member

The Chairperson of the Committee shall be decided from amongst the members at the respective meeting.

3. Average net profit of the Company for last three financial years

The average net profit of the Company for last three financial years is Rs. 3,54,74,230/-.

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)

The Company was required to spend Rs. 709,485/-towards CSR for the financial year 2018-19.

5.

Details of CSR spent during the financial year.

 

a.

Total amount to be spent for the financial year

: Rs. 7,09,485/-

b.

Amount unspent, if any

: Rs. 4,84,630/-

 

 

Manner in which the amount spent during the financial year

SI. No

CSR project or activity

Sector in which the Project is covered under Schedule VII

Projects or programs 1 ) Local area or other 2 (State and district where projects or programs was undertaken

Amount outlay (in

Rs.)

Amount spent on the projects or programs (in?)

Cumulative expenditure up to the reporting period (in Rs.)

Amount spent direct or through implementing agency: (in?)

 

 

 

 

Direct Expense

Overheads

 

Direct Implementing agency (Amount and Name)

1.

Inditrade Community Foundation

Education/Flood Relief

1. Local area and other areas

Rs.2,14,855/-

Rs. 2,14,855/-

NIL

Rs. 2,14,855/-

Rs.2,14,8552

NIL

 

 

 

2. State of Kerala and Maharashtra

 

 

 

 

 

 

 

Support to

Promoting

1 . Local area

Rs. 10,000/-

Rs. 10,000/-

NIL

Rs. 10,000/-

Rs. 10,000/-

NIL

2.

the physically & Mentally Challenged children in India. This is being done through Reena Memorial Samrakshana Society

education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

2. State of Kerala

 

 

 

 

 

 

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report.

Based on the discussions held by the members, the Company has identified certain institutions where contribution could be made towards CSR activities. Further this being a continuous process, the Company is constantly looking for other avenues for making such contribution towards CSR activities for betterment of society. Going forward, the Company would be evaluating more such avenues and endeavour to fully utilise the CSR amount earmarked for CSR activities in a judicious and beneficial manner in the forthcoming years.

7. Responsibility statement of the CSR Committee

The CSR Committee hereby confirms that the implementation and monitoring of the CSR Policy, is in compliance with the CSR objectives and Policy of the Company.

 

 

For and on behalf of the Board

 

Sd/-

Sd/-

Date: 10 May 2019

B G Daga

Jhuma Guha

Place : Mumbai

Chairman CSR Committee

CSR Committee Member

 

DIN: 00004858

DIN: 00007454

ANNEXURE-IV

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i)

the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year;

NA

(None of the Directors of the Company receive any remuneration from the Company apart from sitting fees received by the Independent Directors)

(ii)

the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Mr. Vinod Mohan (CS/Manager) : 15% Mr. Naveen Kumar Jain (CFO) : 33%

(iii)

the percentage increase in the median remuneration of employees in the financial year;

7.5%

(iv)

the number of permanent employees on the rolls of the company (as on 31 March, 2019)

3

(v)

average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Average increase in remuneration is 7.5% for Employees other than Managerial Personnel and 24% for the Managerial Personnel.

(vi)

Affirmation that the remuneration paid is as per the remuneration policy of the company.

Remuneration paid is as per the remuneration policy of the company.

(vii)

Names of the top ten employees in terms of remuneration drawn and the name of every employee, who:

 

(i)

if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;

 

(ii)

if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;

NIL

(iii)

if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

 

ANNEXURE-V Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm's length basis :

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/ arrangements/ transactions

(c) Duration of the contracts / arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions Not Applicable

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangements or transactions at arm's length basis:

The transactions entered into by the Company during the year with related parties on an arms length basis were not material in nature.

ANNEXURE-VI

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2019

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

Inditrade Capital Limited

Second Floor, M E S Building, Kaloor,

Kochi, Ernakulam, Kerala - 682017

We, SVJS & Associates, Company Secretaries, have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Inditrade Capital Limited [CIN: L67120KL1994PLC008265] (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 March, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 and The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

(e) The Securities and Exchange Board of India (Stock Brokers and Sub-brokers) Regulations, 1992;

(f) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(g) Securities and Exchange Board of India (Intermediaries) Regulations, 2008;

(h) Securities and Exchange Board Of India (Certification Of Associated Persons In The Securities Markets) Regulations, 2007;

(i) Securities and Exchange Board of India (Research Analysts) Regulations, 2014;

(j) Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003;

(k) Securities and Exchange Board of India (KYC (Know Your Client) Registration Agency) Regulations, 2011;

(I) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(vi) As informed to us, the following other laws are specifically applicable to the Company:

1. The Prevention of Money Laundering Act, 2002;

2. SEBI's master circular on AML/CFT and AMI rules and regulation and Bye-Law and Circulars issued by said regulators from time to time.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards relating to Board (SS 1) and General Meetings (SS 2) issued by The Institute of Company Secretaries of India;

(ii) The Listing Agreement entered into by the Company with BSE Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We report that:

The Board of directors of the Company is duly constituted. All the directors of the Company are Non-Executive Directors.

The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions of the Board were unanimous and the same was captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no instances of:

(i) Public / Right/ Preferential issue of shares / debentures /sweat equity etc;

(ii) Redemption / buy-back of securities;

(iii) Major decisions taken by the members in pursuance to Section 180 of the Companies Act, 2013;

(iv) Merger / amalgamation / reconstruction etc.; (v) Foreign technical collaborations.

This report is to be read with our letter of even date which is annexed as 'Annexure A' and forms an integral part of this Report.

 

For SVJS & Associates

 

Company Secretaries

 

Sd/-

 

Jayan K.

Kochi

Partner

10 May 2019

CP. No. : 7363, FCS: 8154

ANNEXURE-A

To

The Members

Inditrade Capital Limited

Second Floor, M E S Building, Kaloor,

Kochi, Ernakulam, Kerala - 682017

Our report of even date is to be read along with this letter.

1. Maintenance of the Secretarial records is the responsibility of the management of the Company. Our responsibility as Secretarial Auditors is to express an opinion on these records, based on our audit.

2. During the audit, we have followed the practices and process as were appropriate, to obtain reasonable assurance about the correctness of the contents of the Secretarial records. We believe that the process and practices we followed provide a reasonable basis for our report.

3. The correctness and appropriateness of financial records and Books of Accounts of the Company have not been verified.

4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards etc. is the responsibility of management. Our examination was limited to the verification of the procedures and compliances on test basis.

6. While forming an opinion on compliance and issuing the Secretarial Audit Report, we have also taken into consideration the compliance related actions taken by the Company after 31 March 2019 but before issue of the Report.

7. We have considered actions carried out by the Company based on independent legal / professional opinion as being in compliance with law, wherever there was scope for multiple interpretations.

 

For SVJS & Associates

 

Company Secretaries

 

Sd/-

 

Jayan K.

Kochi

Partner

10 May 2019

CP. No. : 7363, FCS: 8154

ANNEXURE-VII

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

JRG FINCORP LIMITED

Second Floor, M E S Building, Kaloor,

Kochi, Ernakulam,

Kerala 682017, India

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. JRG Fincorp Limited (hereinafter called 'the company'). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under (not applicable to the company during the audit period);

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment (FDI), Overseas Direct Investment (ODI) and External Commercial Borrowings (ECB);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (applicable to the company to the extent of being subsidiary of a listed company);

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (not applicable to the company during the audit period);

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (not applicable to the company during the audit period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (not applicable to the company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (not applicable to the company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 (not applicable to the company during the audit period);

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (not applicable to the company during the audit period);

(h) The Securities and Exchange Board of India (Buyback of Securities)Regulations, 2018 (not applicable to the company during the audit period); and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (not applicable to the company during the audit period).

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards 1 issued by the Institute of Company Secretaries of India

ii. Secretarial Standards 2 issued by the Institute of Company Secretaries of India

iii. Tripartite Agreement between the Company, Registrar & Transfer Agent and Depositories

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned herein above.

I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws applicable specifically to the Company:

1) Chapter III B of The Reserve Bank of India Act, 1934 and Non Banking Financial Company Directions issued by the Reserve Bank of India.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the company has entered into the following major transactions:

SI. No

Date of Event

Particulars

Approved by

1.

10.01.2019

Approval for giving loans /guarantees or providing any securities and /or making investments up to Rs. 1000 Crs (Rupees One Thousand Crore Only)

Shareholders

2.

15.03.2019

Shifting of Registered Office from XXXVI 203, JJ Complex, Dairy Methanam Road, Edappally, Kochi to Second Floor, M E S Building, Kaloor, Kochi - 68201 7, Kerala.

Board of Directors

 

Place: Trivandrum

For Krishna Prasad R.S & Co.

Date :10 May 2019

 

 

Sd/-

 

Ramachandran Santa Krishnaprasad

 

Company Secretary

 

FCS 7080, CP 7379

ANNEXURE-VIII

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

Inditrade Business Consultants Limited

Second Floor, M E S Building, Kaloor, KochiErnakulam682017.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Inditrade Business Consultants Limited(hereinafter called the Company). The Secretarial Audit was conducted in a manner, which provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on my limited verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2019 ('audit period') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the Rules made there under;

2. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

3. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made there under;(Not applicable to the Company during audit period);

4. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of

Foreign Direct Investment, Overseas Direct Investment, External Commercial Borrowings; (Not applicable to the Company during audit period);

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992('SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not applicable to the Company during audit period);

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (Not applicable to the Company during audit period);

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not applicable to the Company during audit period);

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during audit period);

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during audit period);

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during audit period); and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during audit period);

6. We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company. The list of major head/groups of Acts, Laws and Regulations as applicable to the Company is as given below:

• Labour Laws and other incidental laws related to labour and employees appointed by the Company either on its payroll or on contractual basis as related to wages, gratuity, provident fund, ESIC, compensation etc.;

• Acts as prescribed under Direct Tax and Indirect Tax;

• Labour Welfare Act of respective States;

• The Legal Metrology Act, 2000;

• Laws related to the issuance of Mandi Licence under the various local authorities and for licences under the Food Safety and Standards Act, 2006, The Warehousing (Development And Regulation) Act, 2007

• Acts as prescribed under Shop and Establishment Act of various local authorities.

We have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India.

b) Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015

In compliance to the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Depositories Act, 1996, the SEBI (DP) Regulations, 1996 and the SEBI (RTA) Regulations, 1993, the Board of Directors of the Company has passed necessary resolutions/ initiated steps for obtaining the International Security Identification Number (ISIN) for facilitating the dematerialisation of the securities issued by the Company.

Apart from the one mentioned above and some instances of additional fee payment for filing of some E-Forms with

Registrar of Companies, Kerala, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., during the audit period.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. During the audit period under review the Company made KMP appointments as required under the Section 203 of the Companies Act, 2013.

Adequate notice is given to all directors to schedule the Board Meetings and agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members' views, if any, are captured and recorded as part of the minutes.

Based on the representation made by the Company and its Officers explaining us in respect of internal systems and mechanism established by the Company which ensures compliances of other Acts, Laws and Regulations applicable to the Company, We report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, the Company has not passed any special resolutions or no specific events / actions which are having a major bearing on the Company's affairs in pursuance of the laws, rules, regulations, guidelines.

This report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this Report.

 

Sd/-

 

R. Menon

Place: Kochi

Company Secretary in Practise

Date: 9 May 2019

ACS56431,CPNo:21528

ANNEXURE-A

To

The Members

Inditrade Business Consultants Limited

Second Floor, M E S Building, Kaloor, Kochi Ernakulam 682017.

My report of even date is to be read along with this letter.

i. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

ii. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

iii. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

iv. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

v. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

vi. I further report that the Compliance by the Company of applicable financial laws like Direct & Indirect tax laws has not been reviewed in this audit since the same has been subject to review by the statutory financial audit and other designated professionals.

 

Sd/-

 

R. Menon

Place: Kochi

Company Secretary in Practise

Date: 9 May 2019

ACS56431,CP No:21528

 

Director’s Report