indergiri finance ltd Directors report

To,

The Members,

The Directors are pleased to present the Twenty Ninth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2023.

FINANCIAL RESULTS

The financial results of the company are summarized as below: (Rs. in lacs)

	Year Ended 31/03/2023	Year Ended 31/03/2022
Income	78.89	37.29
Profit/(Loss) before tax	3.69	9.03
Profit after Tax and adjustments	0.97	-15.09
Balance carried to Balance Sheet	0.97	-15.09

REVIEW OF OPERATIONS

During the FY 2023, your company has earned a net Profit of Rs. 0.97 lacs after taking into account tax provision as against

loss of Rs. 15.09 lacs during FY 2022.

DIVIDEND

In view of their inadequate profit, the Board of Directors is not in a position to recommend any dividend for the year.

RESERVES

No amount is proposed for transfer to the General Reserve Account during the financial year 2023.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT

The Company does not have any subsidiary company hence the requirement of consolidated financial statement pursuant to Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is not applicable. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the preview of Section 135 of the Companies Act, 2013.

DEPOSITS

The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the Reserve Bank of India (RBI).

FUTURE OUTLOOK

The Company operates with its own limited resources. As the Financial market is facing lot of challenges interest rates are constantly changing, recoveries have become major concern, therefore survival of small NBFC with limited resource is becoming difficult. In the present scenario and based on the present business model the growth potential in its business is limited.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shanker Wunnava, Mr. Mohit Agarwal, Mr. Roshan Shah, who was appointed as an additional director of the company with effect from January 30, 2023 and who holds office up to the date of the ensuing General Meeting & Mrs. Neelam Mishra, She was appointed as an additional director of the company with effect from April 29, 2023 and who holds office up to the date of the ensuing General Meeting., Mr. Shanker Wunnava be and is hereby appointed as the Chief Financial Officer (KMP) of the Company with effect from 28th July, 2023, as recommended by the Nomination and Remuneration Committee (NRC) of the Board.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6&7) of the Companies Act, 2013 and the Rules made thereunder, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

FORMAL ANNUAL PERFORMANCE EVALUATION AND FAMILIARIZATION PROGRAM

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has undertaken an Annual Evaluation of its own performance, its various Committees and individual Directors. The Board expressed its satisfaction with the evaluation process & outcome.

The Board Evaluation policy can be accessed on your Companys website at www.indergiri.com

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at link: http://www.indergiri.com/images/policies/Familiarsation_Progrrame_for_Independent_Director.pdf

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee comprises Mr. Dineshchandra Babel as the Chairman and Mr. Roshan Shah and Mr. Vinod Kumar Sharma as members of the Committee. In terms of Section 178(1) of the Companies Act, 2013 and Regulation 19 of Listing Regulations, the Nomination and Remuneration Committee should comprise of at least three Directors; all of whom should be Non-Executive Directors. At least half of the Committee members should be Independent with an Independent Director acting as the Chairman of the Committee.

The Nomination and remuneration policy of the Board has provided as "Annexure B" to this Report.

NUMBER OF MEETINGS OF THE BOARD

During the year, there were (4) four meetings of the Board of Directors held on May 28,2022, August 13, 2022, November 12, 2022, and January 30, 2023, of the board were held during the year, The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

CORPORATE GOVERNANCE FY 2022-2023 IS NOT APPLICABLE TO THE COMPANY

Indergiri Finance Limited is a Non-Banking Financial Company (NBFC) under Reserve Bank of India Act 1934, and Paid-up Equity share capital of our company as on 31.03.2023 was Rs. 50,610,000 & the net worth of the company was Rs. 4,99,44,510. Accordingly, provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation 2 of regulation 46 and para C, D, E of Schedule V are not applicable to us. In view of this report on Corporate Governance in our Annual Report of FY 2023.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

in the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards have been followed and no material departures have been made from the same.

they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

they have prepared the annual accounts on a going concern basis.

they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are

adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company as part of the ‘vigil mechanism has in place a ‘Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Whistle Blower Policy has been approved by the Board at its meeting held on 31st May 2014 and has been placed on the website of the Company.

This vigil mechanism of the Company is overseen by the Audit Committee and provides adequate safeguard against victimization of employees and directors who avail of the vigil mechanism and also provide direct access to the Chairperson of the Audit Committee in exceptional circumstances.

BUSINESS RISK MANAGEMENT

Your Company has an elaborate Risk Management procedure, which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Company has set up a Risk Management

Committee to monitor the risks and their mitigating actions and the key risks are also discussed at the Audit Committee. Some of the risks identified by the Risk Management Committee relate to competitive intensity and resource availability to expand business.

INTERNAL CONTROL SYSTEMS

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all functions and areas.

Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and Rules made thereunder, your Company has approved the "IFL Policy on Prevention and Redressal Sexual Harassment at Workplace". During the year under review, there were no complaints received against any employee.

STATUTORY AUDITORS

Due to old age of S.K. Rathi & health issues, decided to resign from statutory Auditor of the company with effect from 14th

August 2023.

Due to Casual Vacancy of Statutory Auditor of the Company, Company held Board Meeting on 21.08.2023 for appointment of Statutory Auditor In the Place of S.K Rathi & Co., Appoint Sampat & Mehta as stautory Auditor of the company for 5 years, Subject to approval of the shareholders in the Annual General Meeting.

"RESOLVED THAT" pursuant to provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or modification thereof, M/s. Sampat & Mehta, Chartered Accountant, (Firm Registration No. 109031W) be and is hereby appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this 29th Annual General Meeting till the conclusion of 34th Annual General Meeting of the Company, subject to ratification as to the said appointment at every Annual General Meeting, at a remuneration to be decided by the Board of Directors in consultation with the Auditors plus applicable service tax and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.

AUDITORS REPORT

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITOR

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 has appointed DM & Associates Company Secretaries LLP, practicing company secretary to undertake the Secretarial Audit of the Company for the financial year 2022-2023. The Secretarial Audit Report in Form MR-3 is annexed herewith marked as "Annexure A" to this Report.

INTERNAL AUDIT AND COMPLIANCE

The Company conducts its internal audit and compliance functions within the parameters of regulatory framework which is well commensurate with the size, scale and complexity of operations. The internal controls and compliance functions are installed, evolved, reviewed, and upgraded periodically.

The Company has appointed RDJ & Associates LLP, Chartered Accountants, to conduct internal audit covering all areas of operations of the Company. The reports are placed before the Audit Committee of the Board.

The Audit Committee reviews the performance of the audit and compliance functions, the effectiveness of controls and compliance with regulatory guidelines and gives such directions to the Management as necessary / considered appropriate. The Company has framed a compliance policy to effectively monitor and supervise the compliance function in accordance with the statutory requirements.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companys website http://www.indergiri.com/images/policies/ IFL_Policy_on_Related_Party_Transactions.pdf

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arms Length basis. No Material Related Party Transactions, i.e., transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

All related party transactions are placed before the Audit Committee as also the Board for their approval on a quarterly basis. Transactions with related parties, as per the requirements of Accounting Standard 18, are disclosed to the notes to accounts annexed to the financial statements.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(3) (m) of the Companies Act, 2013, and the rules made there under relating to conservation of energy, technology absorption do not apply to your Company as it is not a manufacturing Company.

However, your Company has been increasingly using information technology in its operations and promotes conservation of resources. During the year under review, there was no foreign earning or expenditure in the Company.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Act pertaining to investment and lending activities is not applicable to the Company since the Company is an NBFC whose principal business is investment and lending.

INSURANCE

The Company does not possess any material properties which need insurance.

STANDARD ASSETS PROVISIONING AND STATUTORY RESERVE

The Company has made Statutory Reserve (SR) pursuant to the provisions of Section 45 IC (1) of RBI Act and accordingly.

transferred 20% on its net profit for FY 2023 to Statutory Reserve.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2023 is available on the website of the Company at www.indergiri.com.

PARTICULARS OF EMPLOYEES

None of the employees was in receipt of remuneration in excess of limits prescribed under Section 197(12) and Schedule V of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

GENERAL DISCLOSURE

There are no details to be disclosed under Section 134(3) (ca) of the Act as there has been no such fraud reported by the Auditors under Section 143(12) of the Act.

There are no applications made by or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

ACKNOWLEDGEMENTS

The Company gratefully acknowledges the co-operation and support extended by the Banker, Shareholders and Clients of the Company and place on record its appreciation for the active support and assistance of the employees for the performance.

For and on behalf of the Board of Director