To,
The Members,
INDO CREDIT CAPITAL LIMITED
Your directors have pleasure in presenting their 30th Annual Report on the
business and operations of the Company together with its Audited Accounts for the year
ended 31st March, 2023.
1 FINANCIAL RESULTS AND OPERATIONAL REVIEW:
The highlights of the financial results of the Company for the financial year ended 31st
March, 2023 are as under:
| Particulars |
2022-2023 |
2021-2022 |
| Gross income from Operation |
4.23 |
5.64 |
| Less: Total Expenditure |
21.59 |
12.70 |
| Gross Profit /(Loss) before Interest, Depreciation and Tax |
(17.19) |
(6.89) |
| Profit / (Loss) Before Tax |
(17.36) |
(7.07) |
| Profit / (Loss) After Tax |
(17.36) |
(7.07) |
| Prior Period Items |
- |
- |
| Special Reserve Fund (RBI) |
- |
- |
| Balance of Profit / (Loss) brought forward |
(115.63) |
(108.57) |
| Balance carried to the Balance Sheet |
(132.99) |
(115.63) |
2 BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:
On account of overall economic slowdown, liquidity crisis faced by the Company and
blocking of investment, your Company is striving hard to capture its business
opportunities and also trying for new avenues to provide impetus to the operations of the
Company and achieve target as per business plan of the Company.
3 CHANGE IN THE NATURE OF BUSINESS:
The Company is engaged in the activities of NBFC.
There was no change in the nature of the business of the Company during the year under
review.
4 DIVIDEND:
In view of inadequacy of distributable profits your directors express their inability
to recommend a dividend on Equity Shares of the Company for the year under review.
5 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The company does not have any amount which required to be transferred to the Investor
Education and Protection Fund (IEPF).
6 RESERVES:
Owing to accumulated losses of the Company for the financial year 2022-23, your Company
was unable to transfer any funds to the Reserves and Surplus Account.
7 CHANGES IN SHARE CAPITAL:
The paid-up Equity Share Capital as on 31st March, 2023 was Rs.
7,23,08,000/-.
A) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential
voting rights.
B) Issue of sweat equity shares:
During the year under review, the Company has not issued any sweat equity shares.
C) Issue of employee stock options:
During the year under review, the Company has not issued any employee stock options.
D) Provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees:
The Company has no scheme of provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees. Hence the details under rule 16 (4)
of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.
8 FINANCE:
The Company has not borrowed loan from any Bank or Financial institution during the
year under review.
9 DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:
The Company does not have any shares in the demat suspense account or unclaimed
suspense account. Hence, Disclosures with respect to demat suspense account/ unclaimed
suspense account are not required to mention here.
10 DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED DURING THE YEAR:
Mr. Ramkaran Saini (DIN: 00439446), Director retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer himself for reappointment.
a) Key Managerial Personnel:
| Mr. Ramkaran Saini |
Whole Time Director |
| Mr. Amarjeetsingh Pannu |
Chief Financial Officer |
| Mrs. Sanju Choudhary |
Company Secretary & Compliance Officer |
b) Director:
| Mrs. Bhanwar Kanvar |
Non-Executive Independent Director |
| Mr. Pravinkumar Chavada |
Non-Executive Independent Director |
| Mr. Bhanwarsinh Chauhan |
Non-Executive Independent Director |
| Mr. Chiman Singh |
Non-Executive Independent Director |
11 NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
The meetings of the Board of Directors are held at periodical intervals and are
generally at the registered office of the Company, Ahmedabad. The meeting dates are
decided well in advance and the agenda and notes on agenda are circulated in advance to
the directors. All material information is incorporated in the notes on agenda for
facilitating meaningful and focused discussion at the meeting. Where it is not perusable
to attach supporting or relevant documents to the agendas, the same is tabled before the
meeting. In case of business exigencies or urgency of matters, resolutions are passed by
circulation. Senior Management persons are often invited to attend the Board Meetings and
provide clarifications as and when required.
During the year 2022-23, 5 (Five) Board Meetings were convened and duly held on:
| 28-05-2022 |
08-08-2022 |
26-08-2022 |
12-11-2022 |
06-02-2023 |
The Board of Directors of the Company were present at the following Board Meeting held
during the year under review:
| Name of Director |
No. of Board Meeting Held during the period when the Director was on
the Board |
Meetings attended |
Attendance at last AGM |
| Mr. Ramkaran Saini |
5 |
5 |
Yes |
| Mr. Pravinkumar Chavada |
5 |
5 |
Yes |
| Mrs. Bhanwar Kanvar |
5 |
2 |
No |
| Mr. Chandra Veer Singh |
2 |
- |
No |
| Mr. Harihara Mahapatra |
1 |
- |
No |
| Mr. Bhanwarsinh Chauhan |
5 |
5 |
Yes |
| Mr. Chiman Singh |
3 |
3 |
Yes |
c) Changes in Directors and Key Managerial Personnel:
During the year, the following changes occurred in the Composition of Board Directors
due to Appointments and Resignations of several Directors and KMP:
| Name and Designation |
Date of Appointment |
Date of Resignation |
| Mr. Harihara Mahapatra |
-- |
28/05/2022 |
| Mr. Chandraveer Singh |
-- |
08/08/2022 |
| Mr. Chiman Singh |
08/08/2022 |
-- |
12) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY
THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
During the year, the Board adopted a formal mechanism for evaluating its performance
and as well as that of its committees and individual Directors, including the Chairman of
the Board. The exercise was carried out through a structured evaluation process covering
various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties &
obligations, governance issues etc. Separate exercise was carried out to evaluate the
performance of individual Directors including the Board Chairman who were evaluated on
parameters such as attendance, contribution at the meetings and otherwise, independent
judgment, safeguarding of minority shareholders interest etc. The evaluation of the
Independent Directors was carried out by the entire Board and that of the Chairman and the
Non-Independent Directors were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
13 PARTICULARS OF EMPLOYEES& EMPLOYEE REMUNERATION:
The table containing the names and other particulars of employees in accordance with
the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided
as "Annexure- A" to the Boards report. None of the employees of the Company
drew remuneration of Rs. 1,02,00,000/- or more per annum and
Rs. 8,50,000/- or more per month during the year. No employee was in receipt of
remuneration during the year or part thereof which, in the aggregate, at a rate which is
in excess of the remuneration drawn by the managing director or whole-time director or
manager and holds by himself or along with his spouse and dependent children, not less
than two percent of the equity shares of the company. Hence, no information is required to
be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
14) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES:
The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence,
details for the same are not required to mention here.
15 CHANGE OF NAME:
The Company has not changed its name during the year under review.
16 STATUTORY AUDITORS:
In terms of Section 139 of the Companies Act, 2013 ("the Act"), and the
Companies (Audit and Auditors) Rules, 2014, made thereunder, the present Statutory
Auditors of the Company M/s. Naimish N Shah & Co, Chartered Accountants, Ahmedabad
were appointed as Statutory Auditors of the Company from Annual General Meeting of year
2022 and that they shall hold the office of the Statutory Auditors of the Company from the
conclusion of this meeting until the conclusion of the Annual General Meeting which will
be held in the year 2027 on such remuneration as may be fixed by the Board of Directors in
consultation with them.
The certificate of eligibility under applicable provisions of the Companies Act, 2013
and corresponding Rules framed thereunder was furnished by them towards appointment of 5
(Five) years term.
17 COST AUDITORS:
The Cost audit of the Company has not been conducted for the financial year 2022-2023
as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.
18 SECRETARIAL AUDIT REPORT:
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 CS Rupal Patel to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith as "ANNEXURE -B".
Reply to the qualification Remarks in Secretarial Audit Report:
1. The company has informed to the promoters about the requirement of their respective
holding in dematerialized mode only.
2. The company has taken serious note of the comment of Secretarial Auditor and
undertake comply within prescribed time in future. However, delay in filing / uploading
various forms with the RBI was due to technical error of RBI website only.
19 RESPONSE TO AUDITORS REMARKS:
There were no qualifications, reservations or adverse remarks made by Auditors in their
respective reports except as mentioned below. Rest of the Observation, if any, made by the
Statutory Auditors in their Report are self explanatory and therefore, do not call for any
further comments under section 134(3) (f) of the Companies Act, 2013.
1. All the loans which are repayable on demand has been confirmed by the Board of
Directors of the Company under their respective close contact and observation, due to
which interest has also been provided on the last date of financial year without any
financial loss to the Company.
Reply to the qualification Remarks in Secretarial Audit Report:
1. The company has informed to the promoters about the requirement of their respective
holding in dematerialized mode only.
2. The company has taken serious note of the comment of Secretarial Auditor and
undertake comply within prescribed time in future. However, delay in filing / uploading
various forms with the RBI was due to technical error of RBI website only.
3. All the loans which are repayable on demand has been confirmed by the Board of
Directors of the Company under their respective close contact and observation, due to
which interest has also been provided on the last date of financial year without any
financial loss to the Company
20 AUDIT COMMITTEE:
The Audit Committee of the Board of Directors of the Company comprises 3 Members. as
well as those in section 177 of the Companies Act, 2013 and include the reviewing of
quarterly, half-yearly and annual financial statements before submission to the Board,
ensure compliance of internal control systems and internal audit, timely payment of
statutory dues and other matters.
During the year under review, 4 meetings of the committee were held 28-05-2022,
08-08-2022, 12-11-2022 and 06-02-2023. The composition of committee and attendance at its
meetings is given below:
| Sr. No. Name |
Position |
Category |
Number of meeting Attend |
| 1 Mr. Pravinkumar Chavada |
Chairman |
Non-Executive Independent Director |
4 |
| 2 Mrs. Bhanwar Kanvar |
Member |
Non-Executive Independent Director |
1 |
| 3 Mr. Bhanwarsingh Chauhan |
Member |
Non-Executive Independent Director |
4 |
The Board accepted the recommendations of the Audit Committee whenever made by the
Committee during the year.
21 VIGIL MECHANISM:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of
fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in
the Corporate Governance Report and also posted on the website of the Company.
22 NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the company have constituted a Nomination & Remuneration
Committee of Directors mainly for the purposes of recommending the Companys policy on
Remuneration Package for the Managing/Executive Directors, reviewing the structure, design
and implementation of remuneration policy in respect of key management personnel.
The Nomination & Remuneration Committee consisted of 3 Directors. During the year
under review, 2 meetings of the committee were held on 28-05-2022 and 08-08-2022. The name
of members, Chairman and their attendance at the Remuneration Committee Meeting are as
under Committee of Board:
| Sr. No. Name |
Position |
Category |
Number of meeting Attend |
| 1 Mr. Pravinkumar Chavada |
Chairman |
Non-Executive Independent Director |
2 |
| 2 Mrs. Bhanwar Kanvar |
Member |
Non-Executive Independent Director |
0 |
| 3 Mr. Bhanwarsinh Chauhan |
Member |
Non-Executive Independent Director |
2 |
23 STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee consisted of 3 Directors, 4 meetings of the
committee were held 13-04-2022, 11-07-2022, 15-10-2022 and 05-01-2023. The name of
members, Chairman and their attendance at the Stakeholders Relationship Committee are as
under Committee of Board:
| Sr. No. Name |
Position |
Category |
Number of meeting Attend |
| 1 Mr. Pravinkumar Chavada |
Chairman |
Non-Executive Independent Director |
4 |
| 2 Mrs. Bhanwar Kanvar |
Member |
Non-Executive Independent Director |
0 |
| 3 Mr. Bhanwarsinh Chauhan |
Member |
Non-Executive Independent Director |
4 |
The status of shareholders complaints received so far/number not solved to the
satisfaction of shareholders/ number of pending share transfer transactions (as on 31st
March, 2023 is given below):-
| Complaints Status: 01.04.2022 to 31.03.2023 |
|
| Number of complaints received so far |
NIL |
| Number of complaints solved |
NIL |
| Number of pending complaints |
NIL |
Compliance Officer:
Ms. Sanju Choudhary, is Compliance Officer of the company for the purpose of complying
with various provisions of Securities and Exchange Board of India (SEBI), Listing
Regulation with Stock Exchanges, Registrar of Companies and for monitoring the share
transfer process etc.
However, Ms. Monika Jain has resigned and Mr. Sanju Choudhary has been appointed as
Company Secretary and compliance officer of the company w.e.f. 28/05/2022.
24 EXTRACT OF ANNUAL RETURN:
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules,
2014, the copy of the draft Annual Return of the Company for the Financial Year ended on
31st March, 2023 in Form MGT-7 is available on website of the Company and can
be accessed at www.indocreditcapital.com.
25) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There is no any Material changes occurred subsequent to the close of the financial year
of the Company to which the balance sheet relates and the date of the report.
26) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There is no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future during the
year under review.
27) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has adequate and proper internal financial controls with reference to the
Financial Statements during the year under review.
28 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The company has not entered into any contracts or arrangements with related parties
during the year under review.
29 PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there were no proceedings that were filed by the Company
or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016
as amended, before National Company Law Tribunal or other Courts.
29 DEPOSITS:
Your Company has not accepted / renewed any deposits from the public/share holders
during the year under review.
30 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not made any Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 during the review of the company.
31 CORPORATE GOVERNANCE:
The paid-up share capital and net worth is below the prescribed limit for mandatory
applicability of Corporate Governance Report so the Company has decided not to opt for the
time being.
32 MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis forms part of this Annual Report for the year
ended 31st March, 2023 and marked as "ANNEXURE-C".
33 DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended 31st March,
2023. This is also being supported by the report of the auditors of the Company as no
fraud has been reported in their audit report for the financial year ended 31st
March, 2023.
34) OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. But
though the Company does not have female employee and subjected to the provisions of the
Section 2 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013, the Internal Complaints Committees (ICC) is not required to
constitute since there was no female employees in the company during the year.
35) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of The Companies (Accounts) Rules, 2014, During the year under review it is NIL.
36 CORPORATE SOCIAL RESPONSILIBILTY CSR :
Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is not
applicable, as the Company does not have net worth of Rs. 500.00 crores, does not have
turnover Rs. 1,000.00 crores and does not have net profit of Rs. 5.00 crores during the
financial year and hence the company is exempted to comply the provision of section
134(4)(o) of Companies Act, 2013.
37 DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors made the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013: a. that in the preparation of the annual
financial statements for the year ended 31st March, 2023, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any; b. that such accounting policies have been selected and applied
consistently and judgment and estimates have been made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company as at 31st
March, 2023 and of the profit of the Company for the year ended on that date; c. that
proper and sufficient care has been taken 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; d.
that the annual financial statements have been prepared on a going concern basis e. that
proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively; f. That system to ensure compliance with the
provisions of all applicable laws were in place and were adequate and operating
effectively.
38 SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards i.e., SS-1 and SS-2 relating
to Meetings of the Board of Directors and General Meetings, respectively, have been duly
followed by the Company.
39 LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023 to
BSE where the Companys Shares are listed.
40 PREVENTION OF INSIDER TRADING:
The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibition
of Insider Trading) Regulation, 2015 ("The PIT Regulations"). The PIT
regulations have come into effect from May 15, 2015 and replaced the earlier Regulations.
The object of the PIT Regulation is to curb the practice of insider trading in the
securities of a listed company.
The company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring
and Reporting of Trades by insiders ("the code") in accordance with the
requirements of the PIT regulations.
The Code is applicable to promoters and Promoters Group, all Directors and such
Designated Employees who are expected to have access to unpublished price sensitive
information relating to the Company. The Company Secretary is the Compliance Officer for
monitoring adherence to the said Regulations.
The company has also formulated The Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with SEBI
(Prohibition of Insider Trading) Regulation, 2015. This Code is displayed on the Companys
website viz www.indocreditcapital.com.
41 ACKNOWLEDGEMENTS:
Your Directors thank the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The
Directors also gratefully acknowledge all stakeholders of the Company viz. customers,
members, dealers, vendors, banks and other business partners for the excellent support
received from them during the year. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.
|
|
|
By Order of the Board of Directors |
|
|
|
For Indo Credit Capital Limited |
|
Sd/- |
Sd/- |
Sd/- |
Sd/- |
|
Ramkaran Saini |
Pravinkumar Chavada |
Amarjeet singh |
Sanju Choudhary |
| Place: Ahmedabad |
Director |
Director |
Pannu |
Company Secretary |
| Date: 10.08.2023 |
DIN: 00439446 |
DIN: 07570166 |
CFO |
|
+91-9892691696
