indo asia finance ltd share price Directors report


To the Members,

The Directors have great pleasure in presenting their 32nd Annual Report along with the audited financial statements for the financial year ended 31st March, 2022.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31st March, 2022 are summarized below:

Sl.No. Particulars Current FY ended st 31 March,2022 INR in Lakhs PreviousFY ended st 31 March,2021 INR in Lakhs
(i) Revenue from operations (net) 362.00 0.60
(ii) Other Income 59.00
(iii) Total Income 362.00 59.60
(iv) Operating Expenditure 231.00 19.68
(v) Profit before Interest, Depreciation and Amortization and Tax 132.07 39.92
(vi) Finance Costs (net) 16.34
(vii) Depreciation and Amortization 2.07 5.54
(viii) Profit / (Loss) before exceptional items and tax 130.00 18.04
(ix) Exceptional items (1022.48) 516.08
(x) Profit before T axes (892.48) 534.12
(xi) Tax Expenses
a) Current Tax NIL
b) Deferred Tax NIL
(xii) Net Profit (or) Loss for the Year (892.48) 534.12
(xiii) Balance Brought Forward from PreviousYear (526.98) NIL
(e) Balance carried to Balance Sheet (1419.46) 534.12

PERFORMANCE OF THE COMPANY

During the year, your Company registered a total income of Rs. 362 Lakhs against that of the previous year Rs. 59.60 Lakhs. Your Company registered a profit of Rs.130 lakhs before exceptional items and it registered a net loss of Rs. 892.48Lakhs after exceptional items as compared to previous year Net Profit of Rs. 534.12 Lakhs. Your Company has been successful in reducing expenses. With stepped up efforts in recovery, your Company has improved 1 I P a g e

performance during the year.

RESTORATION OF COMPANYS CERTIFICATE OF REGISTRATION

As reported last year, the Reserve Bank of India (RBI) in July 2020 had intimated its cancellation of the Companys Certificate of Registration, primarily on account of not meeting the NOF requirements.

The Company appealed against this order to the Department of Financial Services, Ministry of Finance, in which the positive developments including the grant of exemption by SEBI for open offer for thepreferential allotment of Rs. 6 crores and the subsequent allotment of the same besides the financial support from the promoters, were submitted.

We are happy to state that the Company has received a positive order from the Appellate Authority, dated 30th June 2021, directing RBI to review its order of cancellation.

In response to the application made by the Company to Reserve Bank of India for Conversion as a Category B Non deposit accepting NBFC, the Company has received modified certificate of registration as a Category B Non deposit accepting NBFC with the same registration number from Reserve Bank of India dated on March 29, 2022. The Company will not accept any deposits from the public.

IMPACT OF COVID

The Country is slowly but steadily recovering from the impact of the two waves of COVID 19. Demand for automobiles has picked up and the commercial vehicles segment including the aftermarket is also slowly returning to normal. Your Company is expecting to see a catch up in the activity and fructification of pent- up demand.

DIVIDEND

The Directors have not recommended any Dividend for the period ended 31.03.2022.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the Financial Year.

CAPITAL STRUCTURE

There was no change in the Authorized Share Capital of the Company during the year.

The Authorized Share Capital of the Company is Rs. 15,51,00,000/- (Rupees Fifteen Crores and Fifty One Lakh only) divided into 1,55,10,000 (One Crore Fifty Five Lakh and Ten Thousand Only) Equity Shares of Rs. 10/- (Rupee Ten) each.

There was a change in the paid up capital of the Company during the year through preferential allotment approved vide special resolution passed by the share holders in the Extra-Ordinary General Meeting held on 9th February, 2021.

The Paid-up Share Capital of the Company has been increased to Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000/- (One Crore Fifty Thousand Only) Equity Shares of Rs. 10/- (Rupee Ten) each from Rs. 9,00,00,000/- (Rupees Nine Crores Only) divided into 9,00,00,000/- (Nine Crore Only) Equity Shares of Rs. 10/- (Rupee Ten) each.

DEPOSITS

The Company has not accepted Public Deposits during the period. As previously informed, the Company has

repaid all earlier Deposits in June 2012.Your Company is converted to Category B, i.e. Non-Deposit accepting Company inaccordance with the RBI regulations.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your directors wish to present the details of Business operations done during the year under review:

a. Business Operations and Profitability: The Company is Non-Banking Finance Company listed on BSE Ltd. The Company was able to maintain its revenue targets. The Company has also diversified its fund by selling its investment in associate company which was not earning expected returns for the Company.

b. Sales of Services: The company is covered under the category of Loan Company within the broad category of Non Deposit accepting Non-Banking Finance Company. The target sector of the Company is Small business man and middle class households. Accordingly main products offered by the company are Unsecured Business and Personal Loan and Gold Loan.

c. Marketing and Market environment: The Company is carrying on its business activities on medium scale and therefore huge and extensive marketing strategies are not adopted by the company. The company has adopted small scale business marketing strategies. The company is carrying on business of providing finance and there is huge competition in the market in this type of business sector.

d. Future Prospects including constraints affecting due to Government policies: Our organization is putting efforts in collecting its bad debts from customers and trying to enhance its customer base through advertisements and different marketing strategies so adopted by the company. The company is expecting more revenue in upcoming years. There are no specific industrial or Government policies which restrict the business or growth of the company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED SINCE 31.03.2022 TILL THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report except

• The Memorandum of association and Articles of Association of the Company has been modified vide special resolution passed in the Extra-Ordinary General Meeting held on 8th March, 2022.

• The Company has obtained the NBFC Category-B Certificate from Reserve Bank of India on 29th March 2022.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 do not apply to our Company. Hence the company has not developed and implemented any corporate social responsibility initiatives.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SEC.186

The company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 of the Companies Act, 2013 during the year.

AUDITORS Statutory Auditors

M/s Kannan Associates (FRN No:001736S) were appointed as the statutory auditors of the company, for a period of 5 years, at the Annual General Meeting on 30/09/2020 and to hold office till the conclusion of the Annual General Meeting to be held on 2025 for the Financial year ending 31stMarch, 2025.

Secretarial Auditor:

Mr. T. Durga Prasad, Practicing Company Secretary having COP: 15458 was appointed to conduct the Secretarial

audit of the Company for the financial year 31st March, 2022, as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the Financial Year 2022 forms part of the Annual Report and is enclosed in Annexure - I.

AUDITORS REPORT STATUTORY AUDITOR

The Statutory Auditors report is self-explanatory in nature. There is no audit qualification, reservation or adverse remarks for the year under review. Pursuant to the amendments made to section 139 of the Companies Act, 2013 by the Companies (amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the members for appointment of the Statutory auditors has been withdrawn from the statue. Hence the resolution seeking ratification of the members for continuance of their appointment at this AGM has not been sought.

SECRETARIAL AUDITOR

Your Company believes in best investor relation practices. Hence, Management of the Company ensures to be more careful /proactive and dedicated in all of the compliances including SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015

Qualifications:

a) 99.42% of promoters shareholding is in dematerialization form and still 0.58% shares are in physical form.

b) CFO of the Company was not been appointed for more than six months, wherein the resignation was on 15th October 2020 and new CFO was appointed only on 23rd May 2022.

c) There were no actions taken against the listed entity/its promoters/directors either by SEBI

or by Stock Exchanges (including under the Standard Operation Procedures issued by SEBI through

various circulars) under the aforesaid Acts/Regulations and circulars/guidelines issued thereunder except as mentioned specifically in the 24A report submitted to the stock exchange and forming a part of this report.

d) Financials for the year 2020-2021 of the company was not signed by company secretary of the company.

Reply to the Qualifications

a) 26,800 Shares from the total of 46,50,099 Promoters Shares are no dematerialized, the same is in progress.

b) The company has taken steps to appoint CFO but due to Covid pandemic it is got delayed for selecting right person, however the company has appointed CFO on 23/05/2022

c) The reply was given to the Stock exchange in the report itself.

d) The Company Secretary was out of station and was physically unwell, hence her signature was not obtained on the financials of the company, the company would take necessary steps in this regard

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished is available on the website of the Company at https://www.indoasiafinance.com/

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished herewith as Annexure - II as well as available on the website of the Company at https://www.indoasiafinance.com/

RELATED PARTY TRANSACTIONS

Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure - III.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW The Company has held 05 Board meetings during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i. In the preparation of the annual accounts, the applicable accounting standards have beenfollowed.

ii. The directors have selected such accounting policies and applied them consistently and made judgments 5 : P a g e

and estimates that were 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 the year under review.

iii. The directors have taken proper and sufficient care for the maintenance of adequate accountingrecords 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating efficiently.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR

No companies have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

DEPOSITS

Our company is a Non deposit accepting Non Banking Financial Company, during the year under review the Company has neither accepted nor renewed any deposit during the year under review.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Demise of Mr. M J Lakshminarasimharao (DIN: 01275880), Independent Director of the Company on 8th May, 2021.

2. Appointment of Mr. Premkumar Radhakrishnan (DIN: 09195469) as additional Independent Director of the Company w.e.f. 08/06/2021.

3. Resignation of Mr. N Subramaniam (DIN: 00386840), Independent Director of the Company w.e.f. 20th August, 2021.

4. Appointment of Ramesh Kumar Mallela (DIN: 07726185), as additional Independent Director of the Company w.e.f. 06/11/2021.

5. Regularization of Mr. Premkumar Radhakrishnan (DIN: 09195469) as Independent Director of the Company w.e.f 16th September, 2021

Apart from this, there are no changes in the composition of Board of Directors during the financial year 2021-22. After closing of financial year 2021-22

1. Mr. Padam J Challani was re-appointed as Managing Director of the Company with effect from 1st April, 2022.

2. Mr. C Madhavan was appointed as Chief Financial Officer of the Company with effect from 23rd May, 2022.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015.

PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year

Name of Director Ratio of median remuneration
NIL

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Ms. Anuja Giria

NIL

Company Secretary

c. Median remuneration of all the employees of the Company for the Financial Year 2022: Rs. Nil-

d. Percentage increase in the median remuneration of employees in the financial year ended on 31.03.2022:

There was an increase of nil in the median remuneration of employees in the financial year ended on 31.03.2022.

There were 4 permanent employees on the rolls of Company as on 31.3.2022.

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

Average percentile increases in the salaries of employees other than the managerial personnel : Nil Average percentile increases in the salaries of the managerial personnel: NA

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid to the managing/whole-time Directors and other executives/ employees of the Company is as per the remuneration policy of the Company.

None of the other employee is in respect of remuneration exceeding Rs. 850000/- P.M or 10200000 P.A as

prescribed under sub-rule 2 of Rule 5 of Companies (Appointment and Remuneration) Rules, 2014 EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an annual performance evaluation of the performance of the Board, the Directors individually as well as the evaluation of the working of the BoardCommittees was carried out based on the criteria and framework adopted by the Board.

The Independent Directors evaluation was done with main focus on their adherence to the Corporate Governance practices and their efficiency in monitoring the same. They are also being evaluated on various parameters viz., active participation in strategic planning, fiduciary responsibilities, participation in Board and Committee meetings, etc. The performance evaluation of the Non-Independent Directors was carried out by the entire Board of Directors (excluding the Director being evaluated) and they have expressed their satisfaction with the evaluation process which considered their commitment and the exercise of their responsibilities in the best interest of the Company. The Board approved the evaluation results as collated by the Nomination and Remuneration committee.

WHISTLEBLOWER POLICY

The Board has adopted whistleblower mechanism in the company. The policy adopted by the company is available on the website of the Company at https://www.indoasiafinance.com/

BOARD MEETINGS HELD DURING THE FINANCIAL YEAR

st

During the period from 01 April, 2021 to 31 stMarch, 2022 - Five Board Meetings were convened and held, the details of which are given below.

Date of Board Meeting Names of Directors who attended the meeting
20th April, 2021 Padam J Challani, N.Subramanian, Lakshmi Narasimha Rao, Swapna P Kochar
16th June, 2021 Padam J Challani, N.Subramanian, Radhakrishnan Premkumar, Swapna P Kochar
13th August, 2021 Padam J Challani, Radhakrishnan Premkumar, Rameshkumar Mallela, Swapna PKochar
13th November 2021 Padam J Challani, Radhakrishnan Premkumar, Rameshkumar Mallela, Swapna PKochar
9th February, 2022 Padam J Challani, Radhakrishnan Premkumar, Rameshkumar Mallela, Swapna PKochar

DETAILS OF COMMITTEES AND THEIR MEETINGS

The Board has three primary committees namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of the primary Committees and their meeting dates are given below:

Name of theCommittee Composition Details of Meetings held during the year
Premkumar Radhakrishnan(Chairperson) 4 meetings were held
Rameshkumar Mallela(Member) during the period on the followingdates:-
Padam J Challani(Member)
Audit Committee • 16th June, 2021
• 13th August, 2021
• 13th November, 2021
• 9th February, 2022
Premkumar Radhakrishnan(Chairperson)
StakeholdersRelationship Rameshkumar Mallela(Member) 1 Meeting were held during the period on the followingdate:-
Committee Padam J Challani(Member)
Swapna P Kochar(Member)
• 9th February, 2022
Premkumar Radhakrishnan(Chairperson) 3 Meetings were held during the period on the followingdates:-
Nomination andRemuneration Committee Rameshkumar Mallela(Member)
Padam J Challani(Member)
• 16th June, 2021
• 13th August, 2021
• 13th November, 2021
• 9th February, 2022

SHARES

a. BUY BACK.OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has no such cases of sexual harassment at workplace for the FY 21-22.

CASH FLOW STATEMENT

In conformity with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and requirements of Companies Act, 2013, the Cash flow Statement for the financial year ended 31.03.2022 is annexed here to as a part of the Financial Statements.

DISCLOSURE OF MAINTENANCE OF COST RECORDS

Maintenance of Cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company has obtained restoration of its Certificate of Registration as Non Deposit Category B NBFC certificate from Reserve Bank of India.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE GOVERNANCE REPORT

In accordance with Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 Corporate Governance Report forms part of this Annual Report and attached Annexure IV.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is enclosed as a part of this report as Annexure V.

CORPORATE GOVERNANCE CERTIFICATE

The certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached in Annexure VI to the report.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures for environment friendly norms with all necessary clearances.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings. As required in terms of Secretarial Standard (SS)-4, it is hereby confirmed that there is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016.

RISK MANAGEMENT POLICY

The Board of Directors of your Company has adopted a Risk Management Policy which details the procedures to be followed by the Company with regard to risk management. The Board evaluates and reviews the risk factors associated with the operations of the Company and recommend to the Board the methods to mitigate the risk and advise from time to time various measures to minimizing the risk and monitor the risk management for the Company.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, members, customers, bankers, and associates for the continued support given by them to the Company and their confidence reposed in the management.

For and on behalf of the Board

Place: Chennai (Padam J Challani) (Swapna Pawan Kochar)
Date: 10/08/2022 Managing Director Director
(DIN-00052216) (DIN-02262562)