Indra Industries Ltd Directors Report

To,

The Members,

INDRA INDUSTRIES LIMITED

Your Directors are pleased to present the 40^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, 2024.

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, 2024, 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 Companys performance during the financial year ended March 31, 2024 as compared to the previous financial year is summarized below:

(Amount in Lakhs except EPS)

Particulars	Year ended 31st March 2024	Year ended 31st March 2023
Total Income	111.00	331.58
Total Expenditure	170.74	369.89
Profit/(Loss) before Exceptional & Extraordinary Items & Tax	(59.74)	(38.31)
Exceptional Items	0.00	0.00
Extraordinary Items	0.00	0.00
Profit/(Loss) before Tax	(59.74)	(38.31)
Less: Provision for Tax Current Tax	0.00	0.00
Deferred Tax	77.13	59.97
Earlier year Tax	0.00	0.00
Profit/Loss after Tax	17.40	(98.28)
Paid up Equity Share Capital	647.71	647.71
Earnings per share (Rs. 10/- each) Basic & Diluted (in Rs.)	0.27	(1.52)

1.2 OPERATIONAL AND STATE OF COMPANYS AFFAIRS:

During the financial year 2023-24, Company has total income of Rs. 111 Lacs in comparison to previous years total income of Rs. 331.58 Lacs and incurred net pofit (after tax) of Rs. 17.4 Lakhs in comparison to previous years incurred net loss of Rs. 98.28 Lacs.

2) ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return as on 31^st March, 2024 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-content/uploads/2024/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, 2024. 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 2023-24, Four (4) Board Meetings were held i.e. on 18^th May, 2023, 08^th August, 2023, 09^th November, 2023, 13^th February, 2024 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 2023-24 are mentioned in the table below:

Sr. No Name of Directors	Category	Number of Board Meetings held during their tenure		Attendance at the previous AGM held on 20th September, 2023
		Held	Attended
1. Mr. Virendraa K Jain (DIN:00326050)	Managing Director	4	4	Yes
2. Mrs. Astha Jain (DIN:00408555)	Non Executive Non Independent Director	4	4	Yes
3. Mr. Suresh Joshi (DIN:08279609)	Non Executive Independent Director	4	4	No
4. Mr. Deepak Kothari (DIN:08522003)	Non Executive Independent Director	4	4	Yes

Due to change in management of the company all the directors of the company resigned from their respective post and following director appointed in the company.

• Mr. Nitin Ashokkumar Khanna Appointed As Managing Director On 31^th April, 2024

• Ms. Afsana Mirose Kherani Appointed As Additional Executive Director On 29^th April, 2024

• Mr. Amit Bajaj Appointed As Additional Non-Executive Independent Director On 7^th May 2024

• Ms. Saloni Mehra Appointed as Additional Independent Director of on the 7^th May 2024

All the Directors are subject to approval of shareholder of the company in the 40^th Annual General Meeting except Mr. Nitin Ashok Kumar Khanna.

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.

Further, during the financial year 2023-24, Four (4) Board Meetings were held i.e. on 18^th May, 2023, 08^th August, 2023, 09^th November, 2023, 13^th February, 2024 respectively.

The composition of the Audit Committee and attendance of its members at its meetings held during the year 2023-24 is as follows:

Sr. No Name of Directors	Category	Designation	Number of meetings during the year
			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

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

Due to change in management of the company, Audit Committee Newly constituted by the new directors of the company.

The composition of the Audit Committee for the year 2024-2025

1. SALONI MEHRA (Additional Independent Director)

2. AMIT BAJAJ (Additional Independent Director)

3. AFSANA MIROSE KHERANI (Additional Executive Director)

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 13^th February, 2024.

The composition and attendance of members at the Meeting of the Nomination and Remuneration Committee held during the year 2023-24 is given below:

Sr. No Name of Directors	Category	Designation	Number of meetings during the year
			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

Due to change in management of the company, Nomination and Remuneration Committee Newly constituted by the new directors of the company.

The composition of the Nomination and Remuneration Committee for the year 20242025

1. SALONI MEHRA (Additional Independent Director)

2. AMIT BAJAJ (Additional Non-Executive Director)

3. NITIN ASHOKKUMAR KHANNA (Managing Director)

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 13th February, 2024.

The composition and attendance of members at the meeting of the Stakeholders Relationship Committee held during the year 2023-24 is given below:

Sr. No Name of Director	Category	Designation	Number of meetings during their tenure
			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

Due to change in management of the company, Stakeholders Relationship Committee Newly constituted by the new directors of the company.

The composition of the Stakeholders Relationship Committee for the year 2024-2025

1. SALONI MEHRA (Additional Independent Director)

2. AMIT BAJAJ (Additional Non-Executive Director)

3. NITIN ASHOKKUMAR KHANNA (Managing Director)

V. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year on 13^th February, 2024. 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.

The Board of Director declares that the Independent Directors in the opinion of the Board are:

a) Persons of integrity and they possess relevant expertise and experience;

b) Not a promoter of the Company or its holding, subsidiary or associate company;

c) Have/had no pecuniary relationship with the company, its holding, subsidiary or associate company or promoter or directors of the said companies during the two immediately preceding financial year or during the current financial year;

d) None of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoter or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year.

e) Who, neither himself nor any of his relatives—

f) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

g) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of -

h) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

i) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent. or more of the gross turnover of such firm;

j) Holds together with his relatives two percent or more of the total voting power of the company; or is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. Or more of the total voting power of the company; or possess

Such other qualifications as prescribed in Rule 5 of the Companies (Appointment and

Qualification of Directors) Rules, 2014.

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 2023-24, 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 noncompliance 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)(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:

^^ (Amount in Lacs)

S. No. Name of Directors	Category	Outstanding Amount
1. KMP	Interest on Loan	20.98
2. KMP	Loan taken	55.10

7) DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

During the financial year ended on 31^st March, 2024, 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 Companys Articles of Association, Mr. Nitin Khanna (DIN: 09816597), Managing Director of the Company retires by rotation at the ensuing 40^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 40^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:

Due to change in management on the of the company all the directors of the company resigned from their respective post.

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

4. Mr. Suresh Joshi Non-executive Independent Director

5. Mr Deepak Kothari Non-executive Independent Director

Further the new Board is being appointed in the Company on the Date of 29 March 2024.

1. Mr. Nitin Ashokkumar Khanna	Executive Director
2. Ms. Afsana Mirose Kherani	Non - Executive Non -Independent Director
3. Mr. Amit Bajaj	Non-Executive - Independent Director
4. Mrs. Saloni Mehra	Non-Executive Independent Director

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. DIRECTORS 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.

1. 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 appointed Two Independent Director in the Company. Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, and expertise and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

1. Mr. Amit Bajaj	Non-Executive - Independent Director
2. Mrs. Saloni Mehra	Non-Executive Independent Director

1) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

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 noncurrent investment relating to earlier years for which details are given in the financial statements.

1. 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 Companys website http://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 Arms 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 Arms 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.

2. 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.

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

Your Companys 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.

4. 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.

5. 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 Companys 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, 2024.

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.

6. REPORT ON CORPORATE GOVERNANCE:

As on 31^st March, 2024, 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, 2024. 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.

7. 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 Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

8. 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 Companys 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.

9. 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 Megha Samdani, Practicing Company Secretaries; Ahmedabad to conduct the Secretarial Audit of the Company for year ended 31^st March, 2024. 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.

Secretarial Auditor Observations	Management Comments
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 recorded. The company is facing several financial crises hence unable to publish newspapers publications in time. However Board ensures that in future company shall arrange to publish the required information in newspapers as soon as possible
Pursuant to Regulation 6(1) Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 Company does not have company secretary since 5th June, 2024.	Company is looking for good suitable candidate for the said post we will fill the said post as soon as possible

EXPLANATION TO SECRETARIAL AUDITORS REMARKS:

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

10. STATUTORY AUDITORS:

S. N. Gadiya & Co., Chartered Accountants, Indore (ICAI Firm Registration No. 002052C) was appointed as Statutory Auditors of our 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. But due to change in management S. N. Gadiya & Co., Chartered Accountants, resigned from the Statutory Auditors of the company and Board of Director appointed M/s S D P M & Co., Chartered Accountants as statutory auditor of the Company on the 6^th September 2024, and in the 40th Annual General Meeting shareholder give their consent for the regularization of auditor.

EXPLANATION TO AUDITORS 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.

11. 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 Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companys risk management policies and systems.

12. 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, 2024, 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.

13. 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.

14. 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.

15. 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 used for payment of secured loan of financial institution and creditors. Company has already obtained approval of members by way of Special Resolution passing through postal ballot on 21^st March, 2022 for such disposal.

16. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys 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.

17. 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.

18. 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.

19. 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.

20. DEPOSITORY SYSTEM:

Your Companys 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 Companys shares on either of the Depositories mentioned as aforesaid.

21. 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, 2024, 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 Companys 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 beneficially 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, 2024.

> 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.

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

22. 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.

ANNEXURE-A FORM AOC -2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis	Details
(a) Name (s) of the related party and nature of relationship	Nil
(b) Nature of contracts/arrangements/transaction	Nil
(c) Duration of the contracts/arrangements/transaction	Nil
(d) Salient terms of the contracts or arrangements or transaction including the value, if any	Nil
(e) Justification for entering into such contracts or arrangements or transactions	Nil
(f) Date(s) of approval by the Board	Nil
(g) Amount paid as advances, if any	Nil
(h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188	Nil

 

2. Details of material contracts or arrangements or transactions at Arms length basis	Details
(a) Name (s) of the related party and nature of relationship	Ananta Trading (proprietor-ship concern of Mr. Kovid Jain who is immediate relative of Mr. Virendraa K Jain, Managing Director and Mrs. Astha Jain Non Executive Director)
(b) Nature of contracts/arrangements/transaction	Rent
(c) Duration of the contracts/arrangements/transaction	Ongoing
(d) Salient terms of the contracts or arrangements or transaction including the value, if any	Rs. 4.77 in Lacs All transactions are done in the ordinary course of business and are at arms length basis and necessary omnibus approvals were granted by the Audit Committee from time to time.
(e) Date(s) of approval by the Board	Since these Related Party Transactions are in the ordinary course of business and are at arms length basis, approval of the Board is not applicable.
(f) Amount paid as advances, if any	Nil

All Related Party Transactions has been done on ordinary course of business and on arms length basis and except this there are no material transactions to be reported under Section 188 (1) of the

Companies Act read with clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules. Further company has obtained approval for related party transaction from members in their 38^th Annual General Meeting held on 26^th September, 2022.

ANNEXURE-B

Statement pursuant to Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(I) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

S. No. Name of Directors	Ratio to median remuneration
1 NIL	NIL

Note: No remuneration was paid to any Director in the financial year 2023-24.

(II) The percentage increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2023-24 is as follows:

S. No. Name of Person	Designation	% increase in remuneration
1 Mr. Virendraa K Jain (DIN:00326050)	Managing Director	No remuneration was given during the year
2 Mr. Sanjay Patil	CFO	No Change
3 Mr. Prakhar Singh Taunk	Company Secretary	No Change

Details of percentage increase in remuneration in case of Non-Executive Directors does not given, as no remuneration/sitting fee/commission was paid to them.

(III) The percentage increase in the median remuneration of employees in the financial year:

During the year, there was decrease of 77% in the median remuneration of all employees in comparison to previous year.

(IV) The number of permanent employees on the rolls of the Company: 5

(V) Average percentile increase 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 decrease in salary of employees other than managerial personnel was 77%. However, no remuneration was given to managerial personnel during the financial year; therefore comparison of increase in remuneration of employees with increase in remuneration of managerial personnels was not applicable.

(VI) Affirmation that the remuneration is per the remuneration policy of the Company:

The Company affirms remuneration is as per remuneration policy of the Company.

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31^st MARCH, 2024 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

INDRA INDUSTRIES LIMITED

CIN: L74140MP1984PLC002592

Registered Office:

406, Airen Heights, Opp. Orbit Mall,

Scheme No. 54, Vijay Nagar,

A.B. Road, Indore-452010 (M.P.)

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by INDRA INDUSTRIES LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering 1^st April, 2023 to 31^st March, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by INDRA INDUSTRIES LIMITED for the financial year ended on 31^st March, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings (not applicable to the company during the audit period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (not applicable to the company during the audit period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (not applicable to the company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (not applicable to the company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (not applicable to the company during the audit period);

(h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 (not applicable to the company during the audit period);

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure requirements)

Regulations, 2015 as amended from time to time.

(vi) I have relied on the representation made by the Company and its officers for systems and mechanism formed by the Company for compliances under other applicable Acts, laws and Regulations to the Company on test check basis. Further during the year there was no manufacturing activities, however some inventory lying with the company was disposed off The laws, regulations, directions, orders applicable specifically to the Company are as follows:

a) Environment Protection Act, 1986 and other environmental laws

b) Water (Prevention & Control of Pollution) Act,1974

c) Air (Prevention and Control of Pollution) Act, 1981

I have also examined compliance with the applicable Clauses of Secretarial Standards on Meeting of Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2), issued by The Institute of Company Secretaries of India.

I further report that I have not reviewed the applicable financial laws (direct and indirect tax laws), Accounting Standard, since the same have been subject to review and audit by the Statutory Auditors of the Company.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to following observations:

1. 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.

2. Pursuant to Regulation 6(1) Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 Company does not have company secretary since 5th June, 2024.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. During the year there were no changes in the composition of Board of Directors.

Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meetings and for meaningful participation at the meetings.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, the company has not undertaken event/action having a major bearing in the companys affair in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred above.