indra industries ltd Directors report

<dhhead>BOARD’S REPORT</dhhead>

To,

The Members,

INDRA INDUSTRIES LIMITED

Your Directors are pleased to present the 39^th Annual Report on the business and operations of Indra Industries Limited together with the Audited Financial Statements of your Company for the year ended March 31, 2023.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF FINANCIAL STATEMENTS:

The financial statements of the Company for the financial year ended March 31, 2023, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time. The Company’s performance during the financial year ended March 31, 2023 as compared to the previous financial year is summarized below:

Particulars	Year ended 31st March 2023	Year ended 31st March 2022
Total Income	331.58	499.15
Total Expenditure	369.89	541.65
Profit/(Loss) before Exceptional & Extraordinary	(38.31)	(42.50)
Items & Tax
Exceptional Items	0.00	0.00
Extraordinary Items	0.00	0.00
Profit/(Loss) before Tax	(38.31)	(42.50)
Less: Provision for Tax
Current Tax	0.00	0.00
Deferred Tax	59.97	(15.63)
Earlier year Tax	0.00	0.00
Profit/Loss after Tax	(98.28)	(26.87)
Paid up Equity Share Capital	647.71	647.71
Earnings per share (Rs. 10/- each)
Basic & Diluted (in Rs.)	(1.52)	(0.41)

1.2 OPERATIONAL AND STATE OF COMPANY’S AFFAIRS:

During the financial year 2022-23, Company has total income of Rs. 331.58 Lacs in comparison to previous year’s total income of Rs. 499.15 Lacs and incurred net loss (after tax) of Rs. 98.28 Lakhs in comparison to previous year’s incurred net loss of Rs. 26.87 Lacs.

The revenue and profitability of the Company was impacted to large extend and due to sever financial crunch the Company is unable to maintain even its minimum bearing commitments.Approx Rs. 5 crores has been infused by the promoter director to pay of its liabilities and expenses in time to time Management of the Company putting efforts to pay the debts timely and also searching new financier to come out from such critical situation.

2. ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return as on 31^st March, 2023 prepared in accordance with Section 92(3) of the Companies Act, 2013 is made available on the website of your Company and can be assessed using the web link http://indraindustries.in/wp-ontent/uploads/2023/07/Form_MGT_7_Website_Indra.pdf

3. COMPOSITION OF BOARD OF DIRECTORS, COMMITTEES AND NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEES:

I. BOARD OF DIRECTORS:

The Composition of the Board is in conformity with Section 149 of the Companies Act, 2013 (“the Act”) with an appropriate combination of Executive, Non-Executive and Independent Directors.

The Board of your Company comprises of four Directors as on 31^st March, 2023. Independent Directors are Non-Executive Directors as defined under Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (“SEBI Listing Regulations”) read with Section 149(6) of the Companies Act, 2013. The maximum tenure of Independent Directors is in compliance with the Act and all the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013.

Further, during the financial year 2022-23, Five (5) Board Meetings were held i.e. on 30^th May, 2022, 09^th August, 2022, 11^th November, 2022, 20^th December, 2022 and 09^th February, 2023 respectively. The Board met at least once in every calendar quarter and gap between two meetings did not exceed 120 days. Proper notices for meeting were given and the proceedings were properly recorded and draft Minutes of Board Meeting were circulated to members of the Board for their comments. Composition and Attendance of Directors at the meetings held during the year 2022-23 are mentioned in the table below:

		Number of Board  Meetings held during their tenure
Sr. No  Name of Directors	Category	Held	Attended	Attendance at the  previous AGM held on 26th September, 2022
1. Mr. Virendraa K Jain (DIN: 00326050)	Managing Director	5	5	Yes
2. Mrs. Astha Jain (DIN: 00408555)	Non Executive Non Independent Director	5	5	Yes
3. Mr. Suresh Joshi (DIN: 08279609)	Non Executive Independent Director	5	5	No
4. Mr. Deepak Kothari (DIN: 08522003)	Non Executive Independent Director	5	5	Yes

II. AUDIT COMMITTEE:

The Company has constituted Audit Committee as per requirement of Section 177 of the Companies Act, 2013. The terms of reference of Audit Committee are broadly in accordance with the provisions of Companies Act, 2013. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review. During the year, the Committee met on four occasions on following dates viz., 30^th May, 2022, 09^th August, 2022, 11^th November, 2022 and 09^th February, 2023. The composition of the Audit Committee and attendance of its members at its meetings held during the year 2022-23 is as follows:

			Number of meetings during the year
Sr. No Name of Directors	Category	Designation	Held	Attended
1. Mr. Deepak Kothari (DIN: 08522003)	Non Executive Independent Director	Chairperson	4	4
2. Mr. Suresh Joshi (DIN: 08279609)	Non Executive Independent Director	Member	4	4
3. Mrs. Astha Jain (DIN: 00408555)	Non Executive Non Independent Director	Member	4	4

Board of Directors in their meeting held on 11^th November, 2022 appointed to Mr. Deepak Kothari (08522003) , Independent director as a Chairperson of the Audit Committee in place of Mr. Suresh Joshi (DIN: 08279609), Independent Director, however there was no change in constitution of Audit Committee.

All the members of the Committee are financial literate and possess accounting and related financial management expertise.

III. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted Nomination and Remuneration Committee as per requirement of Section 178(1) of the Companies Act, 2013. The terms of reference of Nomination and Remuneration Committee are broadly in accordance with the provisions of Companies Act, 2013. During the financial year, the Committee met on one occasion on 09^th February, 2023. The composition and attendance of members at the Meeting of the Nomination and Remuneration Committee held during the year 2022-23 is given below:

			Number of meetings during the year
Sr. No  Name of Directors	Category	Designation	Held	Attended
1. Mr. Deepak Kothari (DIN: 08522003)	Non Executive Independent Director	Chairperson	1	1
2. Mr. Suresh Joshi (DIN: 08279609)	Non Executive Independent Director	Member	1	1
3. Mrs. Astha Jain (DIN: 00408555)	Non Executive Non Independent Director	Member	1	1

Board of Directors in their meeting held on 11^th November, 2022 appointed to Mr. Deepak Kothari (08522003) , Independent director as a Chairperson of the Nomination and Remuneration Committee in place of Mr. Suresh Joshi (DIN: 08279609), Independent Director, however there was no change in constitution of Nomination and Remuneration Committee.

IV. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee constituted by the Board of the Company is in compliance with the provisions of Section 178(5) of the Companies Act, 2013. During the year the Committee met on one occasion on 9th February, 2023. The composition and attendance of members at the meeting of the Stakeholders Relationship Committee held during the year 2022-23 is given below:

			Number of meetings during their tenure
Sr. No Name of Director	Category	Designation	Held	Attended
1. Mr. Deepak Kothari (DIN: 08522003)	Non Executive Independent Director	Chairperson	1	1
2. Mr. Suresh Joshi (DIN: 08279609)	Non Executive Independent Director	Member	1	1
3. Mrs. Astha Jain (DIN: 00408555)	Non Executive Non Independent Director	Member	margin-bottom:3.0pt;margin-left:0in;text-align:right;mso-pagination:none>1	1

Board of Directors in their meeting held on 11^th November, 2022 appointed to Mr. Deepak Kothari (08522003) , Independent director as a Chairperson of the Stakeholder Relationship Committee in place of Mr. Suresh Joshi (DIN: 08279609), Independent Director, however there was no change in constitution of Stakeholder Relationship.

V. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year on 09^th February, 2023. The meeting was conducted in an informal manner without the presence of the Chairman of the Company and Non-Executive Non-Independent Director of the Company.

4. DIVIDEND:

Due to losses, your directors have not recommended any dividend for the year under review.

5. AMOUNTS TRANSFERRED TO RESERVES:

During the financial year 2022-23, no amount has been transferred to reserves.

6. DEPOSITS:

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

Not applicable since company has not accepted any deposits, therefore, the question does not arise regarding non compliance with the requirements of Chapter V of the Act.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS:

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the details of unsecured loan received from directors are given below:

S. No. Name of Directors	Amount Received	Outstanding Amount
1. Mr. Virendraa K Jain	349.59	392.88
2. Mrs. Astha Jain	82.18	130.30

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

During the financial year ended on 31^st March, 2023, the Company did not have any subsidiary, joint venture or associate company.

8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mrs. Astha Jain (DIN: 00408555), Non-Executive Non Independent women Director of the Company retires by rotation at the ensuing 39^th Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment for the consideration to members of the Company at the ensuing 39^th Annual General Meeting. Further, Board of Directors in their meeting held on 9^th February, 2023 considered reappointment of Mr. Virendraa K Jain (DIN: 00326050) as a Managing Director of the Company for term of five years w.e.f 1^st April, 2023 up to 31^st March, 2028 on without any remuneration basis subject to the approval of members in ensuing 39^th Annual General Meeting. The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

1. Mr. Virendraa K Jain, Managing Director (DIN: 00326050)

2. Mr. Sanjay Patil, Chief Financial Officer

3. Mr. Prakhar Singh Taunk, Company Secretary and Compliance officer

9. DECLARATION BY INDEPENDENT DIRECTOR:

The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the SEBI Listing Regulations’) as amended from time to time. The Board is of the opinion that the Independent Directors of the Company hold standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

10. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 loss of the Company for that year;

iii. 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;

iv. The Directors have prepared the annual accounts on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. 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.

11.STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS AND THAT OF ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of all the Directors, Committees, Chairman of the Board, and the Board as a whole was conducted based on the criteria and framework adopted by the Board which includes assessing the quality, quantity and timelines of flow of information between the Company, management and the Board, as it is necessary for the Board to effectively and reasonably perform their duties. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

Performance evaluation criteria for Independent Directors

The performance evaluation criteria for Independent Directors are determined by the Nomination and Remuneration Committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the Independent Director appointed during the year:

During the year under review, the Board has not appointed any Independent Director in the Company. Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPNIES ACT 2013:

During the financial year under review, the Company has not provided any loans, guarantees and investments pursuant to Section 186 of the Companies Act, 2013. However, Company having non-current investment relating to earlier years for which details are given in Note No. 2 of financial statements.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has formulated the Policy on Related Party Transactions in line with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. The policy regulates all transactions between the Company and its related parties which is also available on the Company’s websitehttp://indraindustries.in/wp-content/uploads/2023/02/related-party-policy_INDRA.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 at Arm’s Length basis. The Material Related Party Transactions, i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statement, which were entered during the year by your Company, are given separately in notes to the financial statements. Further, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is set out as Annexure- A and form part of this report.

Further, as a practice of good corporate governance, all related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained from the Audit Committee for Related Party Transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arm’s Length. All Related Party Transactions are subjected to independent review by an Audit Committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

14.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

(A) Conservation of Energy

(i) the steps taken or impact on conservation of energy: NIL During the year there was no major consumption of energy.

(ii) steps taken by the Company for utilizing alternate sources of energy: The Company has used alternate source of energy, whenever and to the extent possible.

(iii) The capital investment on energy conservation equipments: Nil

(B) Technology Absorption

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: No specific activity has been done by the Company.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): The Company has neither purchased within India nor imported any technology.

(iv) The expenditure incurred on Research and Development: The Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign Earning and Outgo: During the year under review, there was neither inflow nor outflow of foreign exchange.

15. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Your Company’s internal control system is commensurate with its scale of operations designed to effectively control the operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements. Internal Auditor conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out by Internal Auditor. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors. The Audit Committee reviews the adequacy and effectiveness of internal control systems and suggests ways of further strengthening them, from time to time. Report of Statutory Auditors for internal financial control system is part of Audit Report.

As per Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented robust system and framework of Internal Financial Controls. This provides the Directors with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks. The Company has devised appropriate systems and framework including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audits and risk management framework.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review, your Company has not met criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions of Corporate Social Responsibility are not applicable to the Company.

17. REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company’s website at http://indraindustries.in

During the year under review, none of the Directors of the Company has received any remuneration from the Company. Further, the Board of Directors affirms that the remuneration paid to senior management and other employees is in accordance with the remuneration policy of the Company. The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as Annexure-B and forms an integral part of the Board Report.

During the year under review, none of the employee of the Company is drawing more than Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month for the part of the year. Therefore, particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 are not applicable for the financial year ended 31^st March, 2023.

Further the statement containing details of Top Ten Employees in terms of remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended up to the date, is available at Registered Office of the Company. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid details. Any Member desirous of obtaining above said details may write to the Company Secretary or email at info@indraindustries.in.

Further, Company did not have any holding or subsidiary company therefore receipt of the commission or remuneration from holding or subsidiary company of the Company as provided under Section 197(14) of Companies Act, 2013 is not applicable.

18. REPORT ON CORPORATE GOVERNANCE:

As on 31^st March, 2022, paid-up equity capital of the Company was not exceeding Rs. 10 Crores and Net Worth was not exceeding Rs. 25 Crores; therefore, the provisions of the Corporate Governance as stipulated under Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not applicable to the Company for the financial year ended 31^st March, 2023. Hence, Corporate Governance Report is not required to be disclosed with Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily as a part of Good Corporate Governance.

19. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed analysis of the Company’s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

20. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER

POLICY:

The Company has established a “Whistle Blower Policy” for Directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The details of establishment of the reporting mechanism are disclosed on the website of the Company at http://indraindustries.in. No person has been denied access to the Chairperson of the Audit Committee.

21. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Ramesh Chandra Bagdi, Practicing Company Secretaries; Indore to conduct the Secretarial Audit of the Company for year ended 31st March, 2023. The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-C and forms an integral part of this Report.

EXPLANATION TO SECRETARIAL AUDITOR’S REMARKS:

With respect to the observation of the Secretarial Auditor, the Board replies hereunder:

Secretarial Auditor Observations	Management comments
The Company has paid the annual listing fee to BSE for FY 2020-21, 2021-22 and 2022-23 respectively after prescribed time line and thereafter suspension of trading was revoked with effect from 28th March, 2023.	Due to the heavy losses in previous financial years and liquidity crunch, Company is unable to incur minimum bearing expenses. However, Company is making efforts to generate the revenue in order to make the obligatory payments. Further, during the financial year, company paid all the dues related to Listing fees
Pursuant to Regulation 47(1)(b) Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 Company has not published its Financial Results during the year under review.	The company had suffered heavy losses due to finance cost and operational cost, liquidity crunch, sales of the company has been radically reduced and net worth of the Company also been eroded. The company is facing several financial crises hence unable to publish news papers publications in time. However Board ensures that in future company shall arrange to publish the required information in news papers as soon as possible.
Pursuant to the provisions of Section 150 of Companies Act, 2013, read with rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the name of independent director (Mr. Suresh Joshi) is not registered in the data bank maintained by The Indian Institute of Corporate Affairs, (“IICA”).	Company has already informed to the concern director to get it registered in the data bank maintained by The Indian Institute of Corporate Affairs, (“IICA”).
Pursuant to SEBI/HO/ISO/ISO/CIR/P/2020/168 dated 09th September, 2020 regarding PIT Regulations, Company has not updated its promoters/designated person name in the designated depository through system driven disclosure mechanism.	Due to technical issue same could not be updated. However same has been updated.
Pursuant to Para 5 of SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 May 25, 2022, the Company has not taken any contingency insurance policy to meet out the risk arising out of issuance of duplicate securities.	The Company is in process to obtain referred policy but till date no insurance company is agreed to provide the same.
Pursuant to SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated May 25, 2022, Company has not opened Suspense Escrow Demat Account for crediting shares of the shareholders to whom Letter of Confirmation is issued in case of non-receipt of demat request from the claimant(s) within 120 days of the date of issue of the Letter of Confirmation.	Company is in process to open the same. Further during the year there was no request received for issue of duplicate shares.

22.STATUTORY AUDITORS:

S. N. Gadiya & Co., Chartered Accountants, Indore (ICAI Firm Registration No. 002052C) was appointed as Statutory Auditors of your Company in the 36^th Annual General Meeting held on 29^th September, 2020, for a term of five consecutive years up to the conclusion of 41^st Annual General Meeting to be held in the financial year 2025-26.

EXPLANATION TO AUDITOR’S REMARKS

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer. Further, there was no fraud in the Company, which was required to be reported by Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

23. INTERNAL AUDIT:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed there under, Company takes suggestions from internal auditor and recommendations to improve and strengthen the internal control system. Scope of Internal auditor work includes review of operational efficiency, effectiveness of system and processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company’s risk management policies and systems.

24. COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 as amended from time to time, Company is engaged in the production of the goods specified by the Central Government however during the financial year ended on 31^st March, 2023, overall turnover of the Company is less than threshold limit prescribed by the Central Government. Therefore, Cost Audit is not applicable to the Company, however cost record is maintained by the company. Further, Company has submitted all the Cost Audit Report related to previous financial years.

25. CODE OF CONDUCT:

The Board of Directors has laid Code of Conduct (“the Code”) for the Board members and Senior Management Personnel of your Company. The code of conduct is available on the website of the Company at http://indraindustries.in. All Board members and senior management personnel have confirmed compliance with the Code.

26. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY:

The Board of Directors has adopted a Risk Management Policy to develop and implement risk management procedure/plan including therein of elements of risks, if any which in the opinion of the Board may threaten the existence of the Company.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY:

During the current financial year 2023-24, Company has entered into agreement with Adarsh Agro Fertilizer, Naiabadi, Mandsour (M.P.) for disposal of undertaking and entire assets of the Company situated at Village Sandala Tehsil Badnawar District Dhar (M.P.). further sale proceed shall be use for payment of secured loan of financial institution and crditors. Company has already obtained approval of members by way of Special Resolution passing through postal ballot on 21^st March, 2022 for such disposal.

28. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

29. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION

AND REDRESSAL) ACT, 2013:

Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a policy on prevention of Sexual Harassment of Women at workplace and has duly constituted an Internal Compliant under the same.

There was no case of sexual harassment reported during the year under review. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. COMPLIANCE OF SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

31. LISTING OF SHARES:

The shares of the Company are listed on BSE Limited and the Company has paid all Annual Listing fees related to previous financial year to BSE Limited except for the financial year 2023-24. During the year, trading in Company’s Securities was suspended by BSE Limited due to non-payment of listing fees. However suspension of trading was revoked by exchange with effect from 28^th March, 2023.

32. DEPOSITORY SYSTEM:

Your Company’s shares are tradable compulsorily in electronic form and your Company has connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail the facility of dematerialization of the Company’s shares on either of the Depositories mentioned as aforesaid.

33. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review: Issue of equity shares with differential rights as to dividend, voting or otherwise. Company has not granted any stock option or issue sweat equity shares. As on 31^st March, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company. No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operation in future. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can bene cially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013). There has been no change in the nature of business of your Company. The Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending 31^st March, 2023. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

 There was no one time settlement of loan obtained from the Banks or Financial Institutions. However, during the previous financial year 2019-20 One-time settlement amounting to Rs. 6.50 Crores entered into with Union Bank of India in relation to Working Capital facility acquired by the Company. Company had paid all outstanding amount to bank as decided in OTS.

 The Company does not have any shares in the demat suspense account/unclaimed suspense account.

34. ACKNOWLEDGMENT:

The Board desires to place on record its grateful appreciation for continued co-operation received from the banks, financial institutions, government, customers, vendors, shareholders and other stakeholders during the year under review in spite of adverse financial position of the Company.