To,
The Members of Indo-City Infotech Limited,
Your Directors have pleasure in presenting the Thirty First Annual Report along with
Audited Financial Statements of the Company for the year ended 31st March,
2023.
I. FINANCIAL RESULTS:
Financial results of the Company during the year vis-a-vis previous year are as
follows:-
(Rs. in 000s)
|
2022-23 |
2021-22 |
PROFIT BEFORE TAX |
(63.40) |
(393.04) |
Add/(Less): Provision for Tax |
1,166.91 |
(107.32) |
PROFIT AFTERTAX |
(1,230.31) |
(285.72) |
Add: Amount Brought Forward |
(918.52) |
(632.80) |
Add: Re-Instatement of Fair Market Value of |
- |
- |
Investments
Balance Carried to Balance Sheet |
(2,148.83) |
(918.52) |
II. TRANSFER TO RESERVE:
Company has not transferred any amount to reserve fund as per section 45-IC (1) of
Reserve Bank of India Act, 1934 during the year.
III. DIVIDEND:
To conserve the resources, the directors express their inability to recommend any
dividend for the year under review.
IV. PERFORMANCE: (Rs. in 000s)
Total income of the company during the year under review was Rs. 1,80,971.30/- as
against Rs. 93,563.80/- for the previous year and the profit after tax for the year stood
at Rs. (1,230.31)/- as against Rs. (285.72)/- for the previous year.
V. FUTURE OUTLOOK:
The company is working to expand its activities in the field of finance and investment
and analyzing the current opportunities in the industry to work towards. The Name of the
Company is desired to be changed to reflect the business activities of the company and
accordingly, name of the Company is proposed to be changed from "Indo-City Infotech
Limited" to "Always First Finance Limited" or "Indo-City Finance
Limited" or any other name subject to the approval of the Central Government and the
shareholders of the company, Reserve Bank of India, Bombay Stock Exchange or any other
statutory authorities.
Thus, as per the provisions of Sections 13 of the Companies Act, 2013, approval of the
shareholders was required to be accorded for changing the name of the Company and
consequent alteration in the Memorandum of Association and Articles of Association by way
of passing a Special Resolution and the necessary resolution was passed in the 27th
AGM of the company and procedure for the same is ongoing.
VI. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):
Mrs. Shashi Aneel Jain (DIN: 00103505), Non-Executive Director who retires by rotation
at the ensuing 31st Annual General Meeting and being eligible, offers herself
for re-appointment.
Mr. Arun Hariram Bubna (DIN 08406885) was appointed as an Independent Non-Executive
Director of the Company since 1st April, 2019 and whose term is concluding at this 31st
AGM. He being eligible for reappointment as an Independent Director and offering himself
for re-appointment, is proposed to be reappointed as an Independent (Non-executive)
Director for second term of five consecutive years ending at the 36,h AGM of
the company.
VII. LISTING:
The Equity shares of the Company continue to be listed at the Bombay Stock Exchange
Limited (BSE). The Company had paid the requisite listing fees to the said stock exchange
for the financial year 2022-23.
VIII. REPORT ON CORPORATE GOVERNANCE:
Your company has been proactive in following the principle and practice of good
corporate governance. The Company has taken adequate steps to ensure that the conditions
of Corporate Governance as stipulated in Regulation 27(2)(a) of the Listing Regulations of
the Stock Exchanges are complied with.
A separate statement on corporate governance is annexed as a part of the Annual Report
along with the Secretarial Auditors certificate on its compliance, A report in the form
of Management Discussion and Analysis, pursuant to Regulation 27(2)(a) of the Listing
Regulations, as a part of this report forms a part of the Annual Report.
IX. STATUTORY AUDITORS:
Pursuant to the provisions of section 139 of the Act and the rules framed thereafter,
ASAT & Associates (formerly known as M/s M S Jhanwar & Co,), Chartered Accountants
(Firm Reg, No.: 130701W) were appointed as statutory auditors of the Company from the
conclusion of the 28th (Twenty Eighth) Annual General Meeting (AGM) of the
Company held on October 21, 2020 till the conclusion of the 33rd (Thirty Third)
Annual General Meeting (AGM) to be held in the year 2025.
X. SHARE CAPITAL:
A. Issue of equity shares with differential rights: The Company has not made any fresh
issue during the year under this clause.
B. Issue of sweat equity shares: The Company has not made any fresh issue during the
year under this clause.
C. Issue of employee stock options: The Company has not made any fresh issue during the
year under this clause.
XI. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company has a Vigil Mechanism/Whistle Blower Policy for your Directors and
employees to safeguard against victimization of persons who use vigil mechanism/Whistle
Blower Policy to report their genuine concerns. Your company has not received any
complaints.
XII. AUDITORS REPORT:
The audit report for the year is unmodified, i.e., it does not contain any
qualification, reservation or adverse remark or disclaimer.
XIII. PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits within the
meaning of section 73 and 76 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
XIV. RESERVE BANK OF INDIA GUIDELINES FOR NBFCs:
Reserve Bank of India (RBI) granted Certificate of Registration to the Company on
October, 16, 2000 vide Registration No. B.-13.00577, to commence the business of
non-banking financial institution without accepting deposits. The Company has complied
with and continues to comply with all the applicable regulations and directions of the
RBI.
XV. PARTICULARS OF EMPLOYEES: ( Rs. in 000s)
Provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not
applicable to the Company, as the Company has not employed any employee whose salary
exceeds Rs. 10,200/- per annum or Rs. 850/- per month during the financial year ending 31st
March, 2023.
XVI. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 to the extent applicable is
annexed herewith as "ANNEXURE I".
XVII. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with
respect to the Directors Responsibility Statement, the Directors, based on their
knowledge and belief and the information and explanations obtained, confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
b. The Directors 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 profit or loss of the Company for that period;
c. 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 irregularities;
d. The Directors have prepared the annual accounts on a going concern basis;
e. The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
XVIII. MEETINGS OF BOARD OF DIRECTORS:
During the year, 5 (Five) meetings of the Board of Directors of the Company and 4
(Four) meetings of the Audit Committee of the Board were convened and held. The details of
date of meetings and the attendance of each director at the Board Meetings and Committees
are provided in the Report on Corporate Governance. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013.
XIX. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED:
Particulars of loans given, investments made, guarantees given and securities provided,
if any, along with the purpose for which the loan or guarantee or security is proposed to
be utilized by the recipient are provided in the financial statement, wherever applicable.
XX. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Girish Murarka & Co., (ACS No. 7036, CP No. 4576), a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of
the Secretarial Audit for the year ended 31st March, 2023 is annexed herewith as "ANNEXURE
II" forming part of the report.
XXI. EXTRACT OF ANNUAL RETURN:
The Annual Return in Form MGT-7 for the financial year ended 31st March, 2023, is
available on the website of the Company at www.indocity.co.
XXII. DECLARATION OF INDEPENDENT DIRECTORS:
Pursuant to section 134(3)(d) of the Companies Act, 2013, your Company confirms having
received necessary continued declarations from all the Independent Directors under section
149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence
laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
XXIII. DEPOSITORY SERVICES:
The Companys Equity Shares have been admitted to the depository mechanism of the
National Securities Depository Limited (NSDL) and also the Central Depository Services
(India) Limited (CDSL). As a result the investors have an option to hold the shares of the
Company in a dematerialized form in either of the two Depositories, Shareholders therefore
are requested to take full benefit of the same and lodge their holdings with Depository
Participants [DPs] with whom they have their Demat Accounts for getting their holdings in
electronic form.
XXIV. ELECTRONIC VOTING:
Your Company has entered into an agreement with CDSL for providing facility of remote
e-voting to its shareholders for casting their vote electronically in the ensuing Annual
General Meeting,
XXV. BOARD PERFORMANCE EVALUATION:
Pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Schedule IV thereto
and in terms of Regulation 17(10) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has a policy for the performance evaluation
of all Directors, the Board of Directors have a process to formally evaluate the
effectiveness of the Board, its Committees along with performance evaluation of each
Director to be carried out on an annual basis. Accordingly, the annual performance
evaluation of the Board, its
Committees and each Director was carried out during the financial year 2022-23.
Performance of each of your Directors is evaluated on the basis of several factors by
the entire Board excluding the Director being evaluated. Your Company also has a
Performance Evaluation Policy for its Independent Directors and Executive Directors which
inter alia includes independent view on Key appointments and strategy formulation,
safeguard of stakeholders interest, raising concerns, if any to the Board, updating skills
and knowledge, strategic planning for finance and business related, operational
performance level of the Company, qualification and leadership skills. The Board of
Directors of your Company discusses and analyses its own performance on an annual basis,
together with suggestion for improvements thereon based on the performance objectives set
for the Board as a whole. The Board approved the evaluation results.
XXVI. AUDIT COMMITTEE:
In accordance with the provisions of the Listing Regulations and Corporate Governance,
the Company has an Audit Committee comprising of majority Independent Directors, The Audit
Committee acts in accordance with the terms of reference specified from time to time by
the Board. The details of the terms of audit committee and other details are provided in
the Report on Corporate Governance.
XXVII. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and Rules made there under, your Company has
constituted Internal Complaints Committee (ICC) and no complaints of sexual harassment
have been received by Internal Complaints Committees.
XXVIII. REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your
Company is furnished hereunder:
Sr.
No. Name |
Designation |
Remuneration paid for the F.Y. 2022-23 (Rs. in 000s) |
1. Mr. Aneel Banwari Jain |
Managing Director |
450.00 |
2. Mrs. Shashi Jain |
Non-Executive Director |
Nil |
3. Mr. Ramesh Chandra Pusola |
Chief Financial Officer |
421.02 |
4. Ms. Kriti Goyal |
Company Secretary |
240.68 |
1. A brief write up on the Human Resource Department and initiatives taken during the
year 2022-23: The Human Resources department of your Company has effectively tried to
partner the business in the year under review to register good growth in line with the
Companys targets. Through structured Human Resource processes your Company has been able
to attract and retain the right talent at all levels.
The Company has been in constant process of maintaining a great and pleasant place to
work where employees trust the Company they work for, take pride in what they do and enjoy
the company of the people they work with. The Company strongly believes that an engaged
workforce is critical in achieving its business goals and building a sustainable
organization. Under this initiative, over the last one year your Company did considerable
work around rewards and recognition, training and development, compensation and benefits
and work life balance. A positive work environment, employee driven initiatives and
exciting career prospects have helped keep attrition under control, in spite of aggressive
external market factors.
The Percentage/amount change in remuneration of all Executive Directors, Chief
Financial Officer and Company Secretary were as under:
(Rs. in 000s)
Name |
Designation |
Increase/Decrease |
Mr. Aneel Jain |
Managing Director |
(450.00) |
Mr, Ramesh Chandra Pusola |
Chief Financial Officer |
26.53 |
Ms. Kriti Goyal |
Company Secretary |
62.18 |
XXIX. INTERNAL FINANCIAL CONTROLS:
Your Company has put in place adequate internal financial controls with reference to
the financial statements. The Board has adopted the policies and procedures for ensuring
the orderly and efficient conduct of its business including adherence to the Companys
policies, the safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and timely preparation
of reliable financial disclosures.
XXX. SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Associate Company and Joint Venture
companies.
XXXI. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business. All Related Party
Transactions are placed before the Audit Committee for approval. Information on
transactions with related parties pursuant to section 134(3)(h) of the Companies Act, 2013
read with rule 8(2) of the Companies (Accounts) Rules, 2014 are disclosed in Note No. 34
attached to and forming part of the Accounts and in "ANNEXURE IV" in Form
AOC-2 and the same form a part of this report.
XXXII. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and your Companys operations in future.
XXXIII. RISK MANAGEMENT POLICY:
Your company has a Risk Management Policy:
1. To ensure that all the current and future material risk exposures of the Company are
identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to
ensure adequate systems for risk management and;
2. To establish a framework for the Companys risk management process and to ensure its
implementation;
3. To enable compliance with appropriate regulations, wherever applicable;
4. To assure business growth with financial stability.
XXXIV. CORPORATE SOCIAL RESPONSIBILITY:
As the said provisions are not applicable to the company, the Company has not developed
and implemented any Corporate Social Responsibility initiatives.
XXXV. NON DEPOSIT TAKING NON- BANKING FINANCIAL COMPANY:
The company being registered as a Non- Banking Financial Institution on 16th
October, 2000 in terms of the provisions of Non-Banking Financial (Non-Deposit Accepting
or Holding) Companies Prudential Norms (Reserve Bank) Direction, 2007. Your Company is
categorized as a Non-deposit taking Non-Banking Financial Company. The Company has not
accepted any deposit from the Public during the year pursuant to the Provisions of Section
73 of the Companies Act, 2013.
XXXVI. ACKNOWLEDGMENTS:
Your Directors wish to place on record their appreciation and acknowledgement with
gratitude for the support and assistance extended to the Company by the Bankers,
Shareholders and Customers. Your Directors place on record their deep sense of
appreciation for the devoted service of the executive and staff at all levels of the
Company.
By Order of the Board
For Indo-City Infotech Limited
Place: Mumbai |
Aneel Jain |
Date: 21st August, 2023 |
Chairman & Managing Director DIN:00030742 |
Indo-City Infotech Limited
Annua]Report 2022-23
+91-9892691696
