indus finance ltd share price Directors report


To

The Members

Your directors are pleased to present this 32nd Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2023

FINANCIAL HIGHLIGHTS AND PERFORMANCE

[Rs. In Lakh]

PARTICULARS 2022-23 2021-22
Income from operations 212.75 58.34
Other Income 49.92 34.34
Gross Receipts 262.67 92.68
Expenses 214.98 243.04
Depreciation & Amortization 3.08 0.69
Total Expenses 218.06 243.73
PBT 44.60 (151.05)
TAX 5.31 187.03
PAT 39.29 (338.08)
Proposed Dividend/Dividend

-

-

Proposed Dividend Tax/Dividend Tax - -
Transfer to Statutory Reserve 7.86 -

FINANCIAL PERFORMANCE:

During the financial year under review, your Companys income from operation has grown by 3.65 times as compared to the previous year. The increase in income is attributed to the effective collection on certain accounts during the year. The profit before tax for the year under review is 44.60lakhs. The profit after tax stands at 39.29 lakhs. So as to augment the business liquidity the Company is not proposing any dividend for the current year.

MARKET SCENARIO:

During FY 2022-23 NBFCs, supported by various policy initiatives, could absorb the shocks of the pandemic. They continued to build up financial soundness marked by balance sheet consolidation, improvement in asset quality, augmented capital buffers and improved profitability. The much- feared impact of Russia-Ukraine war since February 2022 on the domestic economy particularly shooting of fuel & commodities prices did not have major ramifications. The world is recovering from the effects of the difficulties presented in recent years. Despite its difficulties, India has emerged as a region of economic growth amid predictions of a worldwide decline. World Bank in its India Development update observed that Indias growth continues to be resilient despite some signs of moderation in growth. According to a recent World Bank research, when compared to other significant emerging economies and financial landscape, India is better equipped to handle global spill overs and navigate global headwinds. The continuous improvement in asset quality is seen from the declining GNPA ratio of NBFCs reaching close to the pre-pandemic level. Bank funding to the NBFC sector had grown by 3 folds in the last six years growing at a compound annual growth rate [CAGR] of 22 per cent. In fact, during the 11 months of financial year 2022-23 bank loans to NBFCs were twice the disbursement to Industries which indicate the sharp growth of loan books of NBFCs during 2022-23. IFL, having no exposure to either bank borrowings or to public deposits, saw one more financial year passing with asset size further reducing attributed to recovery as well as wait & watch policy. At the same time there was considerable improvement on the recovery front compared to covid-19 hit previous years.

ROAD AHEAD

The role of NBFCs in the Indian financial system has undergone drastic shift in recent years. Their contribution to driving sustainable fiscal growth is well recognized, given their last-mile connectivity and agile system. The sector has evolved, transformed, and carved into a niche on its own. Despite facing multiple challenges in the last few years, in recent times NBFCs have bounced back strongly with higher capital levels, reasonable stability in delinquencies and profitable balance sheets. Sturdy risk assessment frameworks, government support, like debt moratorium and liquidity enhancement measures, and broader economic revival have helped them tide through numerous challenges and pursue innovative strategies for evolving opportunities. The sector is now on the verge of a quantum leap toward sustainability and resilience. Despite the challenges, the future of NBFCs in India looks promising, the sector is expected to grow at a CAGR of 18.5% between 2021 and 2026, according to a report by ResearchAndMarkets.com. The NBFC sector has played a decisive role in accelerating last-mile funding to the unbanked and underserved by understanding their credit demand. However, the analysis of Indian credit requirements suggests that despite aggressively increasing their reach to meet the credit needs of the Indian populous, the penetration of NBFCs continues to be low. However, NBFCs are making more significant impact on the socioeconomic structure of the Indian economy. The potential for credit penetration in India is still relatively high. NBFCs may establish a new standard by working with fintech and creating new business models with specialised goods. In order to remain in this very competitive financial industry, they will need to be highly dynamic and constantly try to find new goods and services. The regulatory framework is also being fine-tuned considering the NBFC sectors innovative and dynamic nature. With the Regulator introducing "Scale Based Regulatory Framework" [SBR] with effect from 1st October 2022, many NBFCs fall under the stricter regulatory norms. Your company falls under the category of "Base Layer" NBFC. Your Company has complied with all the regulatory directions/guidelines like Registration & submission of consumer /commercial data to all the 4 Credit Information Companies[CICs], Registration & submission of Security Interest with Central Registry of Securitisation Asset Reconstruction and Security Interest of India[CERSAI] Registration & submission of records and records of default to Utility Agencies, Registration & submission of requisite data to the Financial Intelligence Unit of India [FIU] besides submitting periodical statements to the regulators as per guidelines in force. With the performance of the Indian Industry in almost all sectors back to almost normal or pre-covid level, your company wishes to take major steps to augment the required resources for growth during the current fiscal.

OPPORTUNITIES & THREATS

NBFCs play a crucial role in the Indian financial system by catering to the diverse credit needs of various sectors of the economy. Their ability to provide customized financial products and services tailored to the specific needs of different segments of society makes them a vital component of the financial system. The NBFCs industry accelerates the countrys economic growth. The RBI is constantly working to make the required modifications to the NBFC regulatory framework in order to proactively give regulatory assistance to the sector and maintain long-term financial stability. The Regulator says that Banks and Non-Banking Financial Services Companies should tune their management strategies to face challenges from market risk, technology, consumer protection and sustainability which are set to become the pillars of future financial sector regulations. New-age non-banking financial companies (NBFCs) are quickly changing the Indian lending ecosystem by bringing fresh models that combine the most significant fintech characteristics and standard credit features, enriching enterprise lending procedures and business loan requirements. In addition, NBFCs have a robust technology infrastructure that allows them to provide agility to the entire credit cycle process, allowing end-to-end operations from application to disbursal to be completed in a matter of days. According to ICRA Ratings, retail focused NBFCs are expected to grow 12-14 per cent while the housing finance companies may grow by 10-12 per cent. The forecast is based on the asset quality improvement and the overall pick-up in credit demand. Entry of Foreign Companies and investors, stiff competition within the NBFC sector, exposure of various risks like interest rate volatility, economic/industrial recession, changing policies are some of the inherent threats the sector faces.

RISKS & CONCERNS

Despite the fiasco of some large NBFCs and its aftereffects & collateral damage, NBFCs are growing with better performance year after year. In order to remain in this very competitive financial industry, they will need to be highly dynamic and constantly try to find new goods and services. The regulatory framework has to be updated due to the NBFC sectors innovative and dynamic nature. In the backdrop of obvious rise in the scope of business and increased regulatory rigor, implementation of risk-management strategies in the sector remains a challenge to ensure that the business models remain viable, adequately ring-fenced and sustainable. But any slackness in operational risk management (ORM), latent in the business, cannot come to fore quickly leading to accumulation of its adversity. ORM is inherent in people competency, inefficiency of technology and systemic failures that do not measure up immediately and cannot be quantified. They gradually erode the efficiency of the organisation drawing attention of stakeholders only after substantial damage is done. Failing to tame the operational risks can have serious consequences threatening the sustainability of the organisation. It would be a tough task for the NBFCs to rein in operational risk much beyond going successful in scaling up business.

Like every NBFC, your company is also subject to both internal & external risks. The management followed all the statutory and regulatory guidelines issued in dealing with the situation. Your Company has suitable policies in place to manage the interest, liquidity, market and credit risk. As mentioned in our earlier years reports, the cautious wait & watch approach adapted by the Company for the last couple of years has enabled to survive the vulnerable market conditions. Your company wishes continue the watching approach but wishes to take a step forward in both resource mobilization & deployment during the current fiscal.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

S.No. Details FY 2022-23 FY 2021-22
1 Interest Coverage Ratio 1:09 1:05
2 Current Ratio 1:01 1:004
3 Debt Equity Ratio 1:2.03 1:1.10
4 Operating Profit Margin 16.98% -163%
5 Net Profit Margin 16.98% -163%
6 Return on Net worth 2.35% -6.89%

SHARE CAPITAL

During the year under review, your Company has not issued any type of Shares. Hence there is no change in the share capital of the company.

TRANSFER TO RESERVES

The Company transferred Rs.7.86 Lacs to the statutory Reserves during the under review.

CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended March 31, 2023 forms part of this Annual Report.

NUMBER OF MEETINGS OF BOARD

The Board met 4 times during the Financial Year ended 31st March 2023. These were on 1) 30-5-2022, 2) 10-8-2022, 3) 17-10-2022 and 4) on 6-01-2023.

Name of Directors No. of Meetings attended
Mr. Niranjan R. Jagtap 4
Dr. K.R. Shyamsundar 4
Mr. Bala V Kutti 4
Ms. K B K Vasuki 4

DIRECTORS RESPONSIBILITY STATE MENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors hereby state that;

1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply 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 as at 31st March, 2023 and profit/loss for the Company for the year ended 31st March 2023.

3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

5. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDIT COMMITTEE

A qualified and Independent Audit Committee of the Board of the company is functioning. It monitors and supervises the Managements financial reporting process with a view to ensure accurate and proper disclosure, transparency and quality of financial reporting. The committee reviews the financial and risk management policies and also the adequacy of internal control systems and holds discussions with Statutory Auditors and Internal Auditors. This is enhancing the credibility of the financial disclosures of the company and also provides transparency.

a) Terms of reference

The role and terms of reference of the Audit Committee cover the areas mentioned under Regulation 18 (3) of Listing Regulations and Section 177 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

b) Composition

The Company continued to derive immense benefit from the deliberation of the Audit Committee comprising of Directors, Mr. Niranjan R. Jagtap, Dr. K.R. Shyamsundar, Mr. Bala V Kutti and Ms. K B K Vasuki who are highly experienced and having knowledge in project finance, accounts and company law. Mr. Niranjan R Jagtap is the Chairman of the Audit Committee. The Company Secretary acts as the Secretary of the Audit Committee.

c) Meetings and attendance during the yeart

The Committee met 4 times during the Financial Year ended 31st March 2023. These were on 1)30-5-2022, 2) 8-10-2022 and 3) 17-10- 2022and 4) on 6-1-2023The details of the attendance of the Members are as follows:

Name of Directors No. of Meetings attended
Mr. Niranjan R. Jagtap 4
Dr. K.R. Shyamsundar 4
Mr. Bala V Kutti 4
Ms. K B K Vasuki 4

d) Details of Recommendations of Audit Committee which were not accepted by the Board along with reasons

The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of the Company during the year under review.

e) Criteria for evaluation of the performance of the independent directors

The criteria for evaluation of the performance of Independent Directors, include their qualification, experience, competency, knowledge, understanding of respective roles (as Independent Director and as a member of the Committee of which they are Members/Chairpersons), adherence to Codes and ethics, conduct, attendance and participation in the meetings, etc.

NOMINATION AND REMUNERATION COMMITTEE

a) Term of reference

The role and terms of reference of the Nomination and Remuneration Committee cover the areas mentioned under Regulation 19 (4) of Listing Regulations and Section 178 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

b) Composition, name of members and Chairperson

The Committee consists of the following members of the Board Mr. Niranjan R. Jagtap (Chairman), Dr. K.R. Shyamsundar and Ms. K B K Vasuki.

c) Meetings and attendance during the year

The Committee met on 30-5-2022 during the Financial Year 2022-23 and the details of the attendance of the Members are as follows:

Name of Directors No. of Meetings attended
Mr. Niranjan R. Jagtap 1
Dr. K.R. Shyamsundar 1
Ms. K B K Vasuki 1

STAKE HOLDERS RELATIONSHIP COMMITTEE

a) Term of reference

The role and terms of reference of the cover the areas mentioned under Section 178 of the Companies Act,2013, besides other terms as may be referred to by the Board of Directors from time to time.

b) Composition, name of members and Chairperson

The Committee consists of the following members of the Board Mr. Niranjan R. Jagtap (Chairman), Dr. K.R. Shyamsundar and Ms. K B K Vasuki.

c) Meetings and attendance during the year

The Committee met on 30-5-2022 during the Financial Year 2022-23 and the details of the attendance of the Members are as follows:

Name of Directors No. of Meetings attended
Mr. Niranjan R. Jagtap 1
Dr. K.R. Shyamsundar 1
Ms. K B K Vasuki 1

THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2021-22 ARE GIVEN BELOW

Name of the Director Ratio to Median Employee Remuneration (Rs. in Lacs)
Mr. Bala V Kutti - Executive Director 17
Mr. Niranjan R. Jagtap - Independent Director NA
Dr. K.R. Shyamsundar - Independent Director NA
Ms. KBK. Vasuki - Independent Director NA

THE PERCENTAGE INCREASE IN REMUNERATION OF DIRECTORS, KMP AND MEDIAN EMPLOYEE FOR THE FINANCIAL YEAR 2022-23

There is no increase in remuneration to the Directors and KMP during the financial year 2022-23.

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to contact@indusfinance.in.

THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BY THE DIRECTORS

None

THE RAIO OF THE REMUNERATION OF THE HIGHEST PAID DIRECTOR TO THAT OF THE EMPLOYEES WHO ARE NOT DIRECTORS BUT RECEIVE REMUNERATION IN EXCESS OF THE HIGHEST PAID DIRECTOR DURING THE YEAR

None

THERE ARE NO EMPLOYEES IN RECEIPT OF REMUNERATION MORE THAN THE STIPULATED AMOUNT MENTIONED UNDER RULE 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION) RULES 2014

None

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY

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

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The details are available in the website of the Company at www.indusfinance.in PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

There is no new appointment nor resignation of Directors or Key Managerial Personnel for during the year under review.

REAPPOINTMENT OF DIRECTORS RETIRING BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Mr. Bala V Kutti (DIN 00765036) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors based on the recommendation of Nomination and Remuneration Committee, has recommended the re-appointment of Mr. Bala V Kutti (DIN 00765036) retiring by rotation.

COMPLIANCE WITH CODE OF CONDUCT

The Company has framed Code of Conduct for the Board of Directors and Senior Management personnel of the Company. The Code of Conduct is available on the Company"s website. All the Board of Directors and Senior Management personnel have affirmed compliance with the Code of conduct as on March 31, 2023.

As required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a declaration from Mr. Nanchar Bhaskara Chakkera, CEO to this effect has been furnished in the Annual Report as Annexure- 1.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Detailed information is provided in respect of loans under long term loans and advances in Notes forming part of the financial Statements; similarly detailed information is provided under NonCurrent Investments in Note No.2.9 of Notes forming part of the financial statements. As regards guarantee, the Company has not provided any guarantee to any person or Bodies Corporate.

BUSINESS RISK MANAGEMENT

The details are available in the website of the Company at www.indus finance.in BOARD EVALUATION:

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors. Schedule IV of the Companies Act,2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the Provisions of Section 134 (3) (p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its shareholders etc. The Directors expressed their satisfaction with the evaluation process.

DEPOSITS:

During the year under review the company has not accepted any deposits from the public within the ambit of section 73 of the companies Act, 2013 and the companies (Acceptance of Deposits) Rules, 2014.

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 have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Companys operations.

VIGIL MECHANISM

As required under Section 177 of Companies Act, 2013 (the Act) and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for Directors and employees to report genuine concerns through the whistle blower policy of the Company as published in the website of the Company. As prescribed under the Act and the Listing Regulations, provision has been made for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY IF ANY

The Company does not have any Subsidiary company.

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 31st March 2023, Your Company has 8 employees on its rolls. The employees will be inducted in to permanent services of the Company after training to fill up vacancies as when arises. Your company has not issued any shares under Employees" Stock Option Scheme during the year under review.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT

There were no material developments in relation to Human Resources / Industrial Relations in your Company as the Company has minimum employee strength.

VARIATIONS IN THE MARKET CAPITALISATION OF THE COMPANY, PRICE EARNINGS RATIO AS AT THE CLOSING DATE OF THE CURRENT FINANCIAL YEAR AND PREVIOUS FINANCIAL YEAR

Particulars March 31, 2023 March 31, 2022 % Change
Market Capitalization (Rs.) 11,32,29,009 7,48,07,064/- 51
Price earnings ratio (3.35) 4.96 (168)

PERCENTAGE OF INCREASE OR DECREASE IN THE MARKET QUOTATION OF THE SHARES IN COMPARISON TO THE RATE AT WHICH THE COMPANY CAME OUT WITH THE LAST PUBLIC OFFER

Price of public offer Rs. 30/- Market price as on 31.03.2023, Rs. 12.23/- difference (Rs.21.92) (-73.06%)

LISTING OF EQUITY SHARES

Your Companys equity shares are continued to be listed on the Bombay Stock Exchange Ltd, Mumbai.

AUDITORS

As per section 139 (2) of the Companies Act, 2013 M/s. B.N MISHRA, Chennai (ICAI Firm Registration No. 321095E) was appointed as Statutory Auditors of the company in the place of M/s. Sanjiv Shah & Associates, chartered Accountants, the retiring Auditors to hold the office from the conclusion of 31st Annual General Meeting until the conclusion of the 36th Annual General Meeting.

The Independent Auditors Report given by the Auditors on the financial statements of the Company is forming part of the Annual Report.

RESPONSE TO T HE AUDITORS BASIS FOR QUALIFIED OPINION :

N/A

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual return as per provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on the website of the company www.indusfinance.in and can be accessed at www. indusfinance.in

INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations from all the Independent Directors on the board of the Company for the year under review, confirming that they continue to meet with the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25 & 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made under thereto.

Companys policy relating to Directors appointment, payment of remuneration and other matters provided under Section 178(3) of the Companies Act, 2013:

The Board, on the recommendation of the Nomination and Remuneration Committee, had framed a policy which inter alia provides the criteria for selection and appointment of Directors, Key Managerial Personnel, Senior Management, evaluation of their performance and the remuneration payable to them. The criteria for determining qualifications, positive attributes and independence of Directors have been stated in the Nomination and Remuneration Policy. The Nomination and Remuneration policy of the company is available in the website of the Company at www.indus.com.

LISTING OF SHARES

The equity shares of the Company are listed on the Stock Exchange viz., BSE Limited (BSE). The Company has paid the applicable listing fees to the Stock Exchange within the stipulated time.

DEMATERIALISATION OF EQUITY SHARES

As on March 31, 2023, 9,233,698/- numbers of equity shares are held in Dematerialized form, which constitutes 99.73% of total shareholding. The Company urges its shareholders to dematerialize the remaining physical shares also at the earliest.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2022-23, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

Steps taken or impact on conservation of energy The operations of the Company are not energy-intensive. However, wherever possible, the Company strives to curtail the consumption of energy on a continuing basis.
Steps taken by the company for utilizing alternate sources of energy
Capital investment on energy conservation

B. Technology absorption:

Efforts made towards technology absorption
Benefits derived like product improvement, cost reduction, product development or import substitution
Expenditure on Research & Development, if any Not Applicable
Details of technology imported, if any
Year of import
Whether imported technology fully Absorbed
Areas where absorption of imported technology has not taken place, if any

C. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned: NIL Total Foreign exchange outgo; NIL

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company does not fall under the purview of Section 135 and Schedule VII of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company is not required to have an Internal Complaints Committees as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company firmly provides a safe, supportive and friendly workplace environment and workplace where our values come to life through the underlying behaviours. Positive workplace environment and a great employee experience are integral parts of our culture. During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES 2014

Change in nature of business, if any: NIL

Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures or associate companies during the year: NA

TRANSACTIONS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 is provided with respect to the list of Related Parties under the Notes on accounts and with respect to transactions with related parties are given in detailed under note No.23 of the notes on accounts in the format Form AOC-2, which forms part of this report in Annexure II.

COST AUDIT & COST REPORT

Provisions relating to cost audit are not applicable to the Company. Similarly, the Central government has not prescribed the maintenance of Cost Records under Section 148 (1) of the Act.

SECRETARIAL AUDIT REPORT

M/s. KRA & Associates, Practising Company Secretaries are the Secretarial Auditor of the Company for the year under review and the report received from Mr. R.Kannan, Partner M/s. KRA & Associates is attached with this report in Form No. MR-3 under Annexure III As regards to the observation of the Secretarial Auditor in her report, your company is taking steps for appropriate solution.

ADEQUACY OF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.

M/s. Kailash Jain & Associates are the Internal Auditors who continuously monitor and strengthen the financial control procedures in line with the operations of the Company.

PERSONNEL

Employee relations have been very cordial during the financial year ended March 31, 2023. The Board wishes to place on record its appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of the Company comprises of experienced passionate driven professionals committed to the organizational goals.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Shareholders, Bankers, State Governments, Central Government and its agencies, statutory bodies and customers for their continued co-operation and excellent support extended to the Company from time to time.

Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.

DISCLAIMER

The management Discussion and Analysis contained herein is based on the information available to the Company and assumptions based on experience in regard to domestic and global economy, on which the Companys performance is dependent. It be may materially influenced by changes in economy, government policies, environment and the like, on which the Company may not have any control, which could impact the views perceived or expressed herein.

For and on behalf of the Board of

INDUS FINANCE LIMITED

Niranjan R. Jagtap Bala V Kutti
Place: Chennai Director Director
Date:10-8-2023 DIN:01237606 DIN : 00765036