Indo Credit Capital Ltd Directors Report.

To

The Members,

Indo Credit Capital Limited

Your directors have pleasure in presenting their 26th Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended 31st March, 2019.

1. FINANCIAL RESULTS AND OPERATIONAL REVIEW:

(Amount of Rs. in Lakhs)

PARTICULARS 2018-2019 2017-2018
Gross Income from Operations / Sale of Shares 10,61,761 2,47,539
Less: Total Expenditure 17,44,419 14,92,960
Gross Profit /(Loss) before Interest, Depreciation and Tax (6,82,658) (12,45,421)
Profit / (Loss) Before Tax (6,82,658) (12,45,421)
Profit / (Loss) After Tax (6,82,658) (12,45,421)
Prior Period Items
Special Reserve Fund (RBI) 1,71,324 1,71,324
Balance of Profit / (Loss) brought forward (57,91,324) (45,45,903)
Balance carried to the Balance Sheet (64,73,982) (57,91,324)

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 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 2018-19, 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 March 31,2019 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 herself for reappointment.

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.

Mr. Ramkaran Saini Whole Time Director
Mr. Amarjeetsingh Pannu Chief Financial Officer

b) Changes in Directors and Key Managerial Personnel:

During the year under review the following Directors and Key Manegerial Personnel were appointed and resigned:

Name and Designation Date of Appointment Date of Resignation
Mr. Uttareshwar Vyas, Non Independent Director 09/06/2018
Mr. Narayan Tiwari, Independent Director 09/06/2018
Mr. Hardik Joshi, Company secretary cum Compliance Officer 09/06/2018
Mr. Sandip Gohel, Company secretary cum Compliance Officer 25/06/2018 22/10/2018

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 2018-19, 5 (Five) Board Meetings were convened and duly held on:

22/05/2018 09/06/2018 06/08/2018 30/10/2018 09/02/2019

The Board of Directors of the Company were present at the following Board Meeting held during the year under review:

Name of Director Board Meeting Held Meetings attended Attendance at last AGM
Mr. Ramkaran Saini 5 5 Yes
Mr. Uttareshwar Vyas 5 0 No
Mr. Pravinkumar Chavada 5 5 Yes
Mrs. Bhanwar Kanvar 5 5 No
Mr. Narayan Tiwari 5 1 Yes

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:

The Company has ratified appointment of M/s. Pranav R. Shah & Associates, Chartered Accountants, Ahmedabad, as Statutory Auditors of the company, which was appointed as a statutory auditor of the Company in Annual General Meeting which was held on 23rd September, 2017 for a block of 5 year until the conclusion of the annual General Meeting to be held in 2022.

17) COST AUDITORS:

The Cost audit of the Company has not been conducted for the financial year 2018-2019 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 appointed Mr. Anil Modhavadiya as a company secretary cum compliance officer of the Company on 13th April, 2019.

3. The Company is in process of filling Statutory Auditor Certificate as mentioned in Secretarial Audit Report.

4. The Company is in process of filling Form NBS 9 as mentioned in Secretarial Audit Report.

19) RESPONSE TO AUDITORS REMARKS:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports. Observation 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.

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, Mr. Narayan Tiwari had been appointed as member of the committee in place of Mr. Uttreshwar Vyas due to resignation of Mr. Uttreshwar Vyas w.e.f. 09th June, 2018. During the year under review, 4 meetings of the committee were held 22/05/2018, 06/08/2018, 30/10/2018, 09/02/2019. The composition of committee and attendance at its meetings is given below:

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 4
3 Mr. Narayan Tiwari* Member Non-Executive Independent Director 2
4 Mr. Uttreshwar Vyas# Member Non - Executive Non- Independent Director -

*appointed on 09th June, 2018 #ceased on 09th June, 2018

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, Mr. Narayan Tiwari had been appointed as member of the committee in place of Mr. Uttreshwar Vyas due to resignation of Mr. Uttreshwar Vyas w.e.f. 09th June, 2018. During the year under review, 2 meetings of the committee were held 09/06/2018, 30/10/2018. The name of members, Chairman and their attendance at the Remuneration Committee Meeting are as under Committee of Board:

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 2
3 Mr. Narayan Tiwari* Member Non-Executive Independent Director -
4 Mr. Uttreshwar Vyas# Member Non-Executive Non- Independent Director -

*appointed on 09th June, 2018 #ceased on 09th June, 2018

23) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 3 Directors. During the year, Mr. Narayan Tiwari had been appointed as member of the committee in place of Mr. Uttreshwar Vyas due to resignation of Mr. Uttreshwar Vyas w.e.f. 09th June, 2018. During the year under review, 10 meetings of the committee were held 13/04/2018, 02/07/2018, 21/07/2018, 25/07/2018, 04/09/2018, 06/10/2018, 10/12/2018, 19/01/2019, 20/03/ 2019, 30/03/2019. The name of members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee of Board:

Name Position Category Number of meeting Attend
1 Mr. Pravinkumar Chavada Chairman Non-Executive Independent Director 10
2 Mrs. Bhanwar Kanvar Member Non-Executive Independent Director 10
3 Mr. Narayan Tiwari* Member Non-Executive Independent Director 4
4 Mr. Uttreshwar Vyas# Member Non-Executive Non- Independent Director -

*appointed on 09th June, 2018 #ceased on 09th June, 2018

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, 2019 is given below):-

Complaints Status: 01.04.2018 to 31.03.2019

Number of complaints received so far NIL
Number of complaints solved NIL
Number of pending complaints NIL

Compliance Officer:

Mr. Ramkaran Saini, is Compliance Officer of the company for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc.

24) EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE -C.

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) 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, 2019 and marked as "ANNEXURE-D".

33) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31st March, 2019. 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, 2019.

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 crores, does not have turnover Rs.1,000 crores and does not have net profit of Rs.5 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 March 31,2019, 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 March 31,2019 and of the loss 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 2018-2019 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 has 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

Place : Ahmedabad Ramkaran Saini Pravinkumar Chavada
Date : 14/08/2019 Director Director
REGISTERED OFFICE DIN:00439446 DIN:07570166
304, Kaling, Near Mt. Carmel School,
B/H. Bata Show Room, Ashram Road,
Ahmedabad-380 009 Tele Fax - 079-26580366
CIN: L65910GJ1993PLC020651
Email - indocredit@rediffmail.com
Website: www.indocreditcapital.com