intec capital ltd Directors report

Dear Shareholders,

Your directors present the Twenty-Ninth Annual Report along with the Audited Standalone and Consolidated Financial Statements for FY 2022-2023.

Background:

Intec Capital Limited ("Company" or "ICL") was incorporated in India on February 15, 1994, and was registered with Reserve Bank of India (RBI) as a NonBanking Financial Company (NBFC) vide Certificate of Registration B-14.00731 dated May 4, 1998 in the name of Intec Securities Limited. Subsequently, due to change in name of the company, the company received a revised Certificate of Registration (‘COR) in the name of Intec Capital Limited on November 4, 2009 under section 45- 1A of Reserve Bank of India Act, 1934.

Financial Results:

The performance of the Company for the Financial Year ended March 31,2023 is summarized below: the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profit earned. The policy is annexed to this report and is also available on the website of the Company at https://www.inteccapital.com/ wp-content/uploads/2021/03/Intec-Dividend-Policy.pdf.

Dividend:

The company continues to evaluate and manage its dividend policy to build long term shareholder value. Due to paucity of funds, your Directors does not recommend any dividend during this year.

results of operations and the State of Companys Affairs:

Highlights of the Companys consolidated performance for the financial year ended 31st March, 2023 are as under:

Consolidated Revenue: Rs. 850.37 Lacs Consolidated Net Loss: Rs. 2,815.49 Lacs

			(Rs. in crore)
Particulars	Standalone		Consolidated
	FY 2023	FY 2022	FY 2023	FY 2022
Total Revenue	985.28	1094.67	850.37	979.82
Less: Total expenses	2785.45	1383.37	2802.34	1400.46
Profit/Loss before Taxation & Exceptional Items	(1800.17)	(288.70)	(1951.97)	(420.64)
Gain on Extinguishment of borrowings under One Time Settlement	-	662.72	-	662.72
Profit/loss before Taxation	(1800.17)	374.02	(1951.97)	242.08
Tax expenses:
Deferred tax	863.52	14.92	863.52	14.92
Earlier year tax	-	-	-	-
Profit/Loss after Tax	(2663.69)	359.10	(2815.49)	227.16

Note: The above figures are extracted from the Consolidated and Standalone Financial Statements prepared in accordance with Indian Accounting Standards ("Ind AS") as notified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Transfer to Reserve Fund:

Under section 45-IC (1) of Reserve Bank of India (‘RBI) Act, 1934, Non-Banking Financial Companies (‘NBFCs) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. As during the year there is no profit, there is no transfer to the said reserve.

Dividend Distribution Policy:

Pursuant to the provisions of regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘SEBI Listing Regulations), the Company had formulated a Dividend Distribution Policy, which sets out

In accordance with the provisions of the Act, Regulation 33 of the SEBI Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2022-23, together with the Auditors Report form part of this Annual Report.

The Audited Financial Statements including the Consolidated Financial Statements of the Company as stated above and all other documents required to be attached thereto are available on the Companys website at https://www.inteccapital.com/wp-content/ uploads/2023/05/Financial-Results-for-the-Quarter-and- Year-ended-31st-March-2023.pdf

The financial results of the Company and its Wholly - owned Subsidiary are elaborated in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Listing of Equity Shares:

The Equity Shares of the Company are listed on the trading platform of BSE Limited, a recognized stock exchange having nationwide trading terminal.

Disclosure of Accounting Treatment:

Implementation of Indian Accounting Standards (IND AS) converged with International Financial Reporting Standards (IFRS)

As mandated by Companies (Indian Accounting Standards) Rules, 2015, Non-Banking Financial Company (NBFCs) whose equity or debt securities are listed on any stock exchange in India or outside India and having net worth less than rupees five hundred crore are required to comply with the Indian Accounting Standards (IND AS) for Financial Statements for accounting periods beginning from April 1,2019 onwards, with comparatives for the period ending March 31,2019.

Accordingly, the annual financial statements are prepared as per Indian Accounting Standards.

Presentation of Financial Statements:

The Audited Financial Statements of the Company for the financial year under review have been disclosed as per Division III of Schedule III to the Act.

Associates Companies, Joint Venture and Subsidiary Companies including highlights of performance of Subsidiaries and their contribution to the overall performance of the company during the period under report:

The Company has one wholly owned subsidiary, viz., Amulet Technologies Limited which was incorporated as private limited company on 30th April 2011. It was converted into a Public Limited Company on 27th March 2012.

The Primary objective of the subsidiary company is to offer consultancy, advisory & all related services in all areas of information technology including computer hardware & software, data communication, telecommunications, manufacturing & process control & automation, artificial intelligence, natural language processing.

The subsidiary company is managed by its Board, having the rights and obligations to manage the company in the best interest of respective stakeholders.

During FY 2022-2023, no new subsidiary was incorporated/ acquired. The Company does not have any associate company, nor has it entered into a joint venture with any other company.

The financial statements of the subsidiary companies are also available in a downloadable format under the

‘Investor section on the Companys website at https:// www.inteccapital.com/investors/subsidiarv-financials/.

The Companys policy for determination of material subsidiary, as adopted by the Board of Directors, in conformity with regulation 16 of the SEBI Listing Regulations, can be accessed on the Companys website at https://www.inteccapital.com/wp-content/ uploads/2021/03/Material-Subsidiarv-Policv-Qf-Intec- Capital-Limited-1.pdf

In terms of the said policy and provisions of Regulation 16 of the SEBI Listing Regulations, Amulet Technologies Limited is not a material subsidiary of the Company.

Performance highlights of the subsidiary company during the FY2022-2023 have already been provided under the Financial Results tab of the Directors Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of the Wholly-owned Subsidiary Company in the prescribed form AQC-1 is presented in Annexure-A, forming part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in Annexure-B, forming part of the Annual Report.

Risk Management:

The Company has in place a Risk Management Policy in line with the prevailing business requirements. The Risk Management Committee was constituted originally on 8^th January 2013 and was reconstituted from time to time according to the needs of the company.

Thereafter, the Asset Liability Committee was merged with Risk Management Committee and Asset Liability Cum Risk Management Committee (ALRMC) was formed on 9th February 2020. This Committee has been entrusted with the responsibility of Formulation of policies, procedures and practices to identify, evaluate, address and monitor risk and to ensure business growth plans are supported by an effective risk infrastructure. The Risk practices and conditions adopted are appropriate for the prevailing business environment and to assist the Board in discharge of its duties & responsibilities and in overseeing that all the risks that the organization faces such as strategic, financial credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The detailed information on Risk Management Committee its constitution, its meeting held and attended during the year under review is separately mentioned in Corporate Governance Report Section.

The Company has introduced several improvements to existing internal policies / processes / framework / audit methodologies to mitigate / minimize the enterprise risk.

RBI Compliance:

The Company is registered with the RBI as a Non- Systemically Important Non-Deposit taking - Non-Banking Financial Company. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations.

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India (RBI) from time to time. The Company has appointed an Internal Ombudsman and Principal Nodal Officer as per the relevant notifications of RBI to carry out the prescribed duties and discharge the prescribed functions.

The snapshot of the Capital Adequacy Ratio (CAR) of the company in comparison with the previous year on standalone basis and on consolidated basis is as follows:

Additional Non-Executive Independent Director on the Board of the Company, subject to the approval of the shareholders in the General Meeting, for a period of five consecutive years with effect from 27 September, 2022.

Considering Mr. Himanshu Purwar, a person of integrity, expertise, and having relevant experience to serve the Company as an Independent Director. The Company obtained the approval of shareholders to regularize Mr. Himanshu Purwar (DIN: 08203477) as a Non-Executive Independent Director of the Company by way of Postal Ballot with effect from December 24, 2022. Further, due to personal reasons, he tendered his resignation from the directorship of the Company as a NonExecutive Independent Director with effect from 20^th March, 2023. The Board places on record its sincere appreciation for the valuable contribution made by them during his tenure on the Board.

CAPITAL ADEQUECY RATIO:

Particulars	Standalone		Consolidated
	As at 31 March, 2023	As at 31 March, 2022	As at 31 March, 2023	As at 31 March, 2022
Tier I Capital	-1,835.39	488.25	-492.39	1671.84
Tier II Capital	0.09	0.09	0.09	0.09
Total Capital Funds	-1835.30	488.34	-492.30	1671.93
Risk Weighted Assets	8,517.49	10435.96	7,590.48	9629.05
CET1 capital ratio	-21.55%	4.68%	-7.84%	17.36%
CET2 capital ratio	0.00%	0.00%	0.00%	0.00%
Total capital ratio	-21.55%	4.68%	-7.84%	17.36%

Directors and Key Managerial Personnel (‘KMP):

A. Change in Directorate

i. Resignation:

During the financial year under review, Due to unfortunate demise of Mr. Ramesh Chander Tyagi, (DIN: 09009275), Non-Executive Independent Director, he ceased to be Director on the Board with effect from 05 July 2022. His sudden and unexpected passing away will be an irreparable loss to the Company.

Further, Mr. Himanshu Purwar (DIN: 08203477) resigned as Non-Executive Independent Director of the Company with effect from 20 March, 2023. The Board places on record its sincere appreciation for the valuable contribution made by them during his tenure on the Board.

ii. Appointment:

During the financial year under review, the Board on recommendation by the Nomination Remuneration Committee appointed Mr. Himanshu Purwar (DIN: 08203477) as an In continuance, on the recommendation of the Nomination and Remuneration Committee, the Board has approved the appointment of Mr. Kanwar Nitin Singh (DIN: 10204543) as an Additional Non-Executive Independent Director on the Board w.e.f. June 17, 2023 for a period of five years from the date of appointment.

Further, the appointment/regularization of Mr. Kanwar Nitin Singh (DIN: 10204543) as an NonExecutive Independent Director is being placed for approval of the shareholders at this Annual General Meeting.

B. Directors liable to retire by rotation:

Mr. Sanjeev Goel (DIN: 0028702) Managing Director, retires by rotation at the ensuing AGM, being eligible, offers himself for re-appointment and his reappointment shall not tantamount to a break in the tenure of appointment as Managing Director and all other terms and conditions of the re-appointment shall also remain unchanged pursuant to the provisions of Companies Act, 2013.

Brief details of Mr. Sanjeev Goel, who is seeking reappointment, are given in the Notice of AGM.

C. KMPs

i. Ms. Radhika Rautela has resigned from the position as Chief Financial Officer of the Company w.e.f. 27.05.2022;

ii. Ms. Neeti was appointed by the Board in its meeting held on August 05, 2022 as Chief Financial Officer of the Company w.e.f. 05.08.2022;

iii. Ms. Vandana Vijaykumar Das has resigned from the position as Company Secretary and Compliance Officer of the Company w.e.f. 22.09.2022;

iv. Ms. Radhika Garg was appointed by the Board in its meeting held on November 12, 2022 as Company Secretary and Compliance Officer of the Company w.e.f. 12.11.2022;

v. Ms. Neeti has resigned from the position as Chief Financial Officer of the Company w.e.f. 14.01.2023;

vi. Mr. Rajesh Sharma has been appointed by the Board in its meeting held on February 08, 2023 as Chief Financial Officer of the Company w.e.f. 08.02.2023;

Apart from the changes specified above, there have been no other changes in the KMPs of the Company during FY 2022-2023.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

As on March 31, 2023, the Board of Directors of your Company consists of 5 Directors. Their details are as follows:

Sr. No.	Name of Director	Designation
1.	Mr. Sanjeev Goel	Managing Director (KMP)
2.	Mr. Surender Kumar Goel	Non-Executive Independent Director
3.	Mr. Rakesh Kumar Joshi	Non-Executive Independent Director
4.	Ms. Shilpy Chopra	Non-Executive Independent Director
5.	Ms. Shalini Rahul	Non-Executive Independent Director

As on March 31, 2023, the Company had following Key Managerial Personnel (KMPs) in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name of KMP	Designation
1.	Mr. Sanjeev Goel	Managing Director (KMP)
2.	Mr. Rajesh Sharma	Chief Financial Officer (KMP)
3.	Ms. Radhika Garg	Company Secretary (KMP) and Compliance Officer

Declaration by Independent Directors:

The Independent Directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act read with regulation 16 of the SEBI Listing Regulations, as amended. The Independent Directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of Independent Directors.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of Regulation 25 of the SEBI Listing Regulations.

Policy on Directors Appointment and Remuneration:

The Nomination and Remuneration Committee as on March 31,2023 comprises of the following Directors:

Name of the Director	Category	No. of Meetings held during FY 2022-2023 (4)
		Entitled to attend	Attended
Mr. Surender Kumar Goel	Chairman, Non-Executive, Independent	4	3
Mr. Rakesh Kumar Joshi	Non-Executive, Independent	4	3
Ms. Shalini Rahul	Non-Executive, Independent (effective 28 May, 2022)	3	3

Furthermore, all recommendations of Nomination and Remuneration Committee were accepted by the Board of Directors. The detailed Nomination and Remuneration Committee and its terms of reference and meetings held and attended by the members during the year are mentioned in the Corporate Governance Report Section.

On recommendation of the NRC, the Board has framed a Remuneration Policy. This policy, inter alia, provides:

(a) The criteria for determining qualifications, positive attributes and independence of directors; and

(b) Policy on remuneration of directors, key managerial personnel and other employees.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent; and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Remuneration Policy is available on the Companys website and can be accessed at https://www.inteccapital. com/wp-content/uploads/2021/03/Nomination-And- Remuneration-Policy-And-Selection-Criteria-Due- Diligence-Of-Directors-Kev-Managerial-Personnel-And- Senior-Management-Of-Intec-Capital-Limited.pdf

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed as Annexure-C forming an integral part of this Report.

As per the requirements of the RBI Master Directions and SEBI Listing Regulations, details of all pecuniary relationship or transactions of the executive/ nonexecutive directors vis-a-vis the Company are disclosed in the Corporate Governance Report.

Compliance with Code of Conduct:

All Board members and senior management personnel have affirmed compliance with the Companys Code of Conduct for FY 2022-2023. A declaration to this effect signed by the Managing Director is included in this Annual Report.

Annual Return:

Pursuant to Section 92(3) of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Company has placed a copy of the annual return on its website and the same is available at https://www.inteccapital.com/investors/ annual-returns/

Number of Meetings of the Board:

Five (5) meetings of the Board were held during FY 20222023 on the following dates: May 28, 2022, June 3, 2022, August 5, 2022, November 10, 2022, and February 8, 2023. Details of the meetings and attendance thereat form part of the Corporate Governance Report.

Directors responsibility Statement:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2022-23.

The Financial Statements have been prepared in accordance with Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act.

In accordance with the provisions of section 134(3)(c) of the Act and based on the information provided by the Management, the directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards and guidance provided by The Institute of Chartered Accountants of India have been followed and that there are no material departures thereof;

b) they had 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 profit and cash flows of the Company for the year;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively;

f) they 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:

During the Financial Year under review, the Audit committee was re-constituted by the Board of Directors in its meeting held on May 28, 2022 and Ms. Shilpy Chopra (Non-Executive Independent Director) was inducted as member of the Committee effective from 28 May, 2022.

Mr. Ramesh Tyagi ceased to be the member of the Committee on account of his unfortunate demise on 05 July, 2022.

The present composition of the Committee is as follows: Mr. Surender Kumar Goel, Chairman Mr. Rakesh Kumar Joshi, Member Ms. Shilpy Chopra, Member

During FY 2022-2023, all recommendations of the Audit Committee were accepted by the Board.

The brief terms of reference and attendance record of members are given in the Corporate Governance Report.

Particulars of Loans, Guarantees and Investments:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, form part of the Notes to the financial statements provided in this Annual Report pursuant to Section 134(3)(g) of the Companies Act, 2013.

Share Capital:

As on 31 March 2023, the paid-up share capital of the Company stood at Rs.18,36,62,500 (Rupees Eighteen Crores Thirty-Six Lacs Sixty-Two thousand Five Hundred Only) consisting of 1,83,66,250 equity shares of face value of Rs.10 fully paid-up.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

Material Changes and Commitments:

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

Conservation of Energy:

1. Steps taken / impact on conservation of energy:

The operations of the Company, being Financial Services related, require normal consumption of electricity. The Company is taking every necessary step to reduce its consumption of energy.

2. Steps taken by the Company for utilizing alternate sources of energy:

The company during the financial year 2022-23 did not take any additional step for utilizing alternate sources of energy.

3. Capital investment on energy conservation equipment:

In view of the nature of activities carried on by the Company, there is no capital investment on energy conservation equipment.

Technology Absorption:

1. The efforts made towards technology absorption;

Your Companys activities, being a Non-Banking Finance Company, do not require adoption of any specific technology. However, your Company has been at the forefront in implementing latest information technologies & tools towards enhancing our customer convenience and continues to adopt and use the latest technologies to improve the productivity and quality of its services. The Companys operations do not require significant import of technology.

2. The benefits derived like product improvement, cost reduction, product development or import substitution;- N/A

3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): - N/A

(a) The details of technology imported:- N/A

(b) The year of import:- N/A

(c) Whether the technology been fully absorbed:- N/A

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:- N/A

(e) The expenditure incurred on Research and Development:- N/A

Foreign Exchange Earnings and outgo:

During FY 2022-2023, the Company did not have any Foreign Exchange earnings and Foreign Exchange outgo.

Annual Performance Evaluation of the Board:

Pursuant to applicable provisions of the Companies Act, 2013 and SeBI LoDr, 2015 and other applicable regulations, circulars etc., the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

Pursuant to the provisions of the Companies Act, 2013 and in terms of requirement of other applicable provisions of SEBI LODR, 2015, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management on February 08, 2023 and discussed, inter-alia, the performance of non-independent Directors and Board as a whole, assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Nomination and Remuneration Committee has also carried out evaluation of Directors performance during Financial Year 2022-23.

Significant and Material Orders:

During FY 2022-2023, there were no significant or material orders passed by any regulator or court or tribunal impacting the going concern status and Companys operations in future.

Internal Financial Controls:

The Internal Financial Controls laid down by the Company are a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically.

The Board is of the opinion that Internal Financial Controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

Deposits:

During FY 2022-2023, the Company has not accepted any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014 or Chapter V of the Act and guidelines and directions of Non-Banking Financial Companies (Acceptance of Public Deposits) (Reserve Bank) Directions, 2016, as prescribed by Reserve Bank of India in this regard and as such no details are required to be furnished.

Credit Rating:

During the year, no Credit Ratings have been obtained by the Company.

Human Resources:

The Company recognizes the importance of Human Resource and the continuous need for development of the same. The Company stresses on the need to continuously upgrade the competencies of its employees and equip them with the latest developments. In order to achieve this, the Company organizes various programs including in-house training and professional skill development programs across all levels of employees. The company also focused on Regional Level Induction & training covering corporate presentations & function specific knowledge and skills.

Whistle Blower Policy/vigil Mechanism:

The Company has adopted a whistle blower policy/ vigil mechanism for Directors, Employees and third parties to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct, leak of unpublished price sensitive information and related matters.

This mechanism also provides adequate safeguards against the victimization of whistle blowers who avail of the mechanism. The whistle blowers may also access their higher level/ supervisors and/ or the Audit Committee.

The Whistle Blower Policy is available at https://www. inteccapital.com/wp-content/uploads/2021/09/Vigil- Mechanism-Whistle-Blower-Policy.pdf.

More details are given in Corporate Governance report.

Corporate Governance:

The Company is committed to upholding the highest standards of Corporate Governance and follows the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). In addition, the Company has included various best governance practices.

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance including a certificate from M/s Vaibhav Sharma and Associates, Practicing Company Secretaries confirming compliance is annexed as Annexure-D, forming an integral part of this Report.

Secretarial Standards of ICSI:

The Company has complied with the requirements prescribed under the Secretarial Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA circulars granting exemptions in view of the COVID-19 pandemic.

SEBI Complaints redress System (SCoRES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.

Internal Audit:

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality and efficacy of the internal controls, governance systems and processes. In line with the RBIs guidelines on Risk Based Internal Audit, the Company has adopted a Risk Based Internal audit policy

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. Pursuant to Risk Based Internal Audit Framework, internal audit is aligned in such a manner that assurance is provided to the Audit Committee and Board of Directors on quality and effectiveness of the internal controls, and governance related systems and processes.

The Audit Committee regularly reviews the internal audit reports and the adequacy and effectiveness of internal controls. Significant audit observations, corrective and preventive actions thereon are presented to the Audit Committee on a quarterly basis.

Statutory Auditors:

Pursuant to the provisions of section 139(8) of the Act, members of the Company have approved appointment of M/s. S. P. Chopra & Co., Chartered Accountants, New Delhi as Statutory Auditors for their re-appointment for the second block of Five (5) years from conclusion of 28^th Annual General Meeting till the conclusion of 33^rd Annual General Meeting scheduled to be held in Calendar Year 2027 for conducting the Annual Statutory Audit for the respective Financial Years viz. starting from Financial Year 2022-2023 till Financial Year 2026-2027.

The audit report given by M/s. S. P. Chopra & Co., Chartered Accountants, Statutory Auditors for FY 20222023 is modified.

EXPLANATION ON STATUTORY AUDITORS REPORT:

Qualification reported by Statutory Auditors For Standalone Financial Statements:

The Company has availed term loans and working capital facilities from various banks, however, slowdown of its lending business and increased level of non-performing / impaired loan portfolio, has impacted its cash flow / liquidity, and the Company is unable to service term loans and working capital facilities including interest thereon to certain banks. The interest of Rs. 3,559.44 lakhs accrued on these loans has not been accounted / provided for by the Company, due to the reasons as described by the Company in notes to these standalone financial statements. The same has resulted in the non-compliance of the Ind AS and inconsistency in the application of the accounting policies of the Company, and if the said interest would have been accounted / provided for, the Companys total comprehensive loss for the year, and borrowings and other equity as at the Balance Sheet date would have been Rs. 6,220.94 lakhs and Rs. 8,888.25 lakhs and Rs. 478.84 lakhs (debit balance) as against the reported figures of Rs. 2,661.50 lakhs of total comprehensive loss and Rs. 5,328.81 lakhs and Rs. 3,080.60 lakhs respectively.

For Consolidated Financial results:

The Holding Company has availed term loans and working capital facilities from various banks, however, slowdown of its lending business and increased level of non-performing / impaired loan portfolio, has impacted its cash flow / liquidity, and the Company is un-able to service term loans and working capital facilities including interest thereon to certain banks. The interest of Rs. 3,559.44 lakhs accrued on these loans has not been accounted / provided for by the Company, due to the reasons as described by the Company in notes to these consolidated financial statements. The same has resulted in the non-compliance of the Ind AS and inconsistency in the application of the accounting policies of the Group, and if the said interest would have been accounted / provided for, the Groups total comprehensive loss for the year, and borrowings and other equity as at the Balance Sheet date would have been Rs. 6,372.74 lakhs and Rs. 8,888.25 lakhs and Rs. 1,402.40 lakhs (debit balance) as against the reported figures of Rs. 2,813.30 lakhs of total comprehensive loss and Rs. 5,328.81 lakhs and Rs. 2,157.04 lakhs respectively.

Boards reply:

The Company is in the talks / discussion with banks for restructuring / One Time Settlement. During the previous year also, OTSs proposal for settlement of its loans had been accepted / approved by two banks, Hence, the Company has decided not to provide Interest amounting Rs. 3,559.44 lakhs in their books of accounts as settlement with other banks is also in the advance stage.

Secretarial Auditor:

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, the Board of Directors of the Company have appointed Mr. Mohsin Khan, proprietor of M/s mSk and Associates, Practicing Company Secretaries (M. No: 39046 and COP: 14571) to conduct the Secretarial Audit for the financial year 2022-23.

The Secretarial Audit Report (Form MR-3) for the financial year ended March 31,2023, is annexed as Annexure-E forming an integral part of this Report.

The qualifications/ adverse remarks/ observations/ suggestions/ disclosure and other matters of emphasis made by M/s. MSK and Associates, in their Secretarial Compliance Report dated 22nd June 2023, on the Secretarial and other related records of the company, for the FY 2022-23 are mentioned below :-

1. As Per Regulation 17(1) of SEB] (LODR) Regulation, 2015. The Board of Directors shall have an optimum combination of Executive and Non-Executive Directors with at least one Woman Director and not less than fifty per cent of the Board of Directors shall comprise of Non-Executive Directors. As regards the terminology used in the corresponding regulation, it has been enunciated that the Board shall comprise an optimum combination of Executive & Non-Executive Directors. It has been noticed that the Board encompasses only One Executive Director on the Board against five (5) Non-Executive Directors during the Audit period. Though the Company has a duly constituted Board in compliance with the provisions of the Companies Act, 2013 read with the SEBI (LODR). 2015, yet it is suggested to the Company for the sake of better Corporate Governance to have more than one Executive Directors on the Board.

Boards Reply: In the Boards view, the Company has duly complied the provisions with regard to the constitution of the Board of Directors of the Company as laid down under the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Further, it takes note of the recommendation of the Auditor and ensures to review it in the near future.

2. It has been noticed that in the intimation for the quarter ended on 30th September, 2022 under the corresponding Regulation of the SEBI (LODR), 2015, the time of conclusion of the Meeting has been written by hand which is slightly illegible. It has been advised to the Company that whenever. Any noting is made on any of the documents of the Company being filed in the public domain it must be assured that the same has been written in the most legible manner.

Boards Reply: The document might have lost the legibility due to resolution loss during the scanning process. However, the observation raised by the Auditor has been taken on record. The Management will ensure that all the documents being filed in the public domain are legible.

3. Form CHG-4 towards Satisfaction of Charge bearing SRN: AA1208409 was filed with a delay of more than One Year with an Additional Fees of Rs. 7200/-. The Company has been advised to duly comply with the requirement of the Companies Act, 2013 regarding the timelines for filing of E-Forms. However, it has been informed by the Management that the said delay has occurred on account of the issues prevailing with the MCA V3 Portal.

Boards Reply: The Company had received the NOC in the month of November and since then, the Secretariat had sent the e-form to the Bank (Charge Holder) for signing but due to pre-occupation on the part of the Bank, the signed copy of the form was only received in January.

Further, the Ministry of Corporate Affairs Portal had introduced its version 3 (V3) in the month of January, on account of which the users had faced major technical glitches at the portal causing serious delays in form filing.

Accordingly, the delay in form filing has occasioned on account of issues detailed above. The Management will ensure form filing within due timelines in future.

4. Form DIR-12 hearing SRN: AA2889602 for the appointment of Mr. Rajesh Sharma, CFO w.e.f. 08.02.2023 was filed with a delay whilst bearing an Additional Fee of Rs. 6000/- The Company has been advised to duly comply with the requirement of the Companies Act, 2013 regarding the timelines for filing of E-Forms. However, it has been informed by the Management that the said delay has occurred on account of the issues prevailing with the MCA V3 Portal.

Boards Reply: The said delay has occurred on account of the technical issues as detailed in the previous pointer and that were prevailing with the MCA V3 version.

The Company on its part had raised complaints citing the issue faced while preparation of the relevant form.

Accordingly, the delay in form filing has occasioned on account of technical glitch faced by all the users at the V3 portal. The Management will ensure form filing within due timelines in future.

5. Form MGT-14 for filing of the Board Resolution under Section 179 bearing SRN: AA2249475 was filed with a delay whilst bearing an Additional Fee of Rs. 2,400/- The Company has been advised to duly comply with the requirement of the Companies Act, 2013 regarding the timelines for filing of E-Forms. However, it has been informed by the Management that the said delay has occurred on account of the issues prevailing with the MCA V3 Portal.

Boards Reply: The said delay has occurred on account of the technical issues as detailed in the previous pointer and that were prevailing with the MCA V3 version.

The Company on its part had raised complaints citing the issue faced while preparation of the relevant form.

Accordingly, the delay in form filing has occasioned on account of technical glitch faced by all the users at the V3 portal. The Management will ensure form filing within due timelines in future.

6. Form DIR-12 for the resignation of Mrs. Neeti Kakkar, CFO bearing SRN: AA2248959 was filed with a delay whilst bearing an Additional lee of Rs. 3600/- The Company has been advised to duly comply with the requirement of the Companies Act, 2013. However, it has been informed by the Management that the said delay has occurred on account of the issues prevailing with the MCA V3 Portal.

Boards Reply: The said delay has occurred on account of the technical issues as detailed in the previous pointer and that were prevailing with the MCA V3 version.

The Company on its part had raised complaints citing the issue faced while preparation of the relevant form.

Accordingly, the delay in form filing has occasioned on account of technical glitch faced by all the users at the V3 portal. The Management will ensure form filing within due timelines in future.

7. We have observed numerous delays in the monthly, quarterly and annual filings regarding RBI forms including the following forms; Form DNBS-4B, DNBS-2, DNBS-4A, DNBS-13 & FLA therefore we have informed the company regarding the same.

Boards Reply: The delay in filing of mentioned returns have occasioned due to technical glitches experienced by the Management at the relevant portal. Further, additional delay has occurred on account of non-availability of the concerned personnel vested with the responsibility of form filing.

The Management will ensure the filing of returns well within stipulated time frame.

Pursuant to regulation 24A(2) of SEBI Listing Regulations, a report on secretarial compliance for FY 2022-2023 has been issued by M/s Manish K & Associates and the same was submitted with the stock exchanges within the given timeframe. The report is available on the website of the Company and can be assessed at https://www. inteccapital.com/wp-content/uploads/2023/05/Annual- Secretarial-Compliance-Report-2022-23.pdf

There are no observations, reservations or qualifications or adverse remark in any of the aforesaid reports.

Related Party Transactions:

All contracts/arrangement/transactions entered by the Company during FY 2022-2023 with related parties were in compliance with the applicable provisions of the Companies Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transaction entered into are also reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered during FY 20222023 were on an arms length basis and were not material under the SEBI Listing Regulations except for the remuneration of Mr. Sanjeev Goel, Managing Director of the Company and as per the provisions of the SEBI Listing Regulations the Company has already obtained the approval of shareholders in the 27th Annual General Meeting held on 15th September, 2021 for three (3) Financial Years i.e. for Financial 2022-2023, 2023-2024 and 2024-2025.

Particulars of the Contracts or Arrangements with related parties referred to in Section 188(1) in the format specified as Form AOC-2 forms part of this Report as Annexure-F. Further details of related party transactions are provided in Notes to Financial Statements.

Further, as per Schedule V of SEBI Listing Regulations, The details of loans and advances by listed entity and its subsidiaries to loans to firms/ companies in which the Directors of Company are interested as follows:

S. No.	Name of the Firm/ Company ("The Borrower")	Name of the Company and interested Director ("The Lender")	Nature of Transaction	Outstanding amount of loans/advances/ Investments at the year end	The maximum amount of loans/ advances/Investments outstanding during the year
1.	Amulet Technologies Limited	Mr. Sanjeev Goel, Managing Director of Intec Capital Limited	Loan Transactions	1,36,06,281.50	1,60,73,845.50
2.	Pantec Devices Private Limited	Mr. Sanjeev Goel, Managing Director of Intec Capital Limited	Interest on Loan Transactions	50,21,707.30	50,21,707.30

The policy on materiality of related party transactions and on dealing with related party transactions was amended in line with SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021.

The policy is available on the website of the Company at https://www.inteccapital.com/wp-content/ uploads/2022/06/Related Party Transaction Policy updated.pdf and also forms a part of the Corporate Governance report.

Corporate Social responsibility (‘CSR):

In accordance with Section 135 of the Act, your Company has a Corporate Social Responsibility ("CSR") Committee. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating the activities to be undertaken by the Company, in due compliance of the provisions of the Companies Act, 2013, which has been approved by the Board.

The CSR Committee comprises of three directors viz., Mr. Sanjeev Goel, Mr. Surender Kumar Goel and Ms. Shalini Rahul.

Mr. Sanjeev Goel is a permanent Chairman of the Committee.

The Company did not fulfill the eligibility criteria provided under the provisions of Section 135(1) of the Companies Act, 2013 as on 31st March, 2022, and therefore, the Company was not required to incur any CSR expenditure during the Financial Year 2022-23.

The CSR Policy is available on the Companys website at https://www.inteccapital.com/wp-content/ uploads/2021/09/CSR-Policv-1.pdf

The Annual Report on CSR activities as required under Section 135 of the Companies Act, 2013, read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure-G forming an integral part of this Report.

Further details on the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEES OF THE BOARD:

The Board has constituted Committees with specific terms of reference to focus effectively on specific issues and ensure expedient resolution of diverse matters. These include the Audit Committee; Asset Liability Cum Risk Management Committee; Stakeholders/ Investors Grievances Cum Share Transfer Cum Stakeholder Relationship Committee; Nomination and Remuneration Committee; Corporate Social Responsibility Committee.

The Company Secretary is the Secretary of all the aforementioned Committees.

The Board of Directors and the Committees also take decisions by Resolutions passed through Circulation which are noted by the Board / respective Committees of the Board at their next meetings. The Minutes of meetings of all Committees of the Board are circulated to the Board of Directors for noting.

Familiarization Policy and Programme for Independent Directors:

The Company has in place a familiarization Programme for its Independent Directors which shall be given to new Independent Directors upon joining and to existing Independent Directors on "need basis". The objective of the familiarization Programme is to provide training to new Independent Directors at the time of their joining so as to enable them to understand the Company - its operations, business, industry and environment in which it functions and the regulatory environment applicable to it..

The familiarization program and other disclosures as specified under the Listing Regulations is available on the Companys website at https://www.inteccapital.com/wp- content/uploads/2023/02/Familiarization-Programme- For-Independent-Directors.pdf .

Unclaimed Dividend transfer to Investor Education & Protection Fund (IEPF)

Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund (‘IEPF) pursuant to the provisions of the Companies Act, 2013 read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the dividends, unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the IEPF. Accordingly, unclaimed dividends of Shareholders for the Financial Year 2015-16 lying in the unclaimed dividend account of the Company as on October 24, 2023 will be transferred to IEPF on the due date i.e. November 28, 2023.

Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a consecutive period of seven years from the date of transfer of the dividend to the unpaid dividend account is also mandatorily required to be transferred to the IEPF Authority established by the Central Government. Accordingly, the Company has transferred unclaimed dividend and eligible Shares to IEPF Demat Account within statutory timelines. For the Financial Year 2014-15 amount of unclaimed dividend transferred to IEPF is Rs.90801/-.

The details of unclaimed dividends to IEPF during Financial Year 2022-23 are as follows:

Details of date of declaration & due date for transfer to IEPF

Financial Year	Dividend Per Share	Date of Declaration	Due date for transfer to IEPF
2015-2016	Rs. 0.25 (i.e. 2.05%) per Equity Share having face value of Rs. 10/- each	24-09-2016	28-11-2023
2016-2017	No Dividend Declared	No Dividend Declared	No Dividend Declared
2017-2018	No Dividend Declared	No Dividend Declared	No Dividend Declared
2018-2019	No Dividend Declared	No Dividend Declared	No Dividend Declared
2019-2020	No Dividend Declared	No Dividend Declared	No Dividend Declared
2020-2021	No Dividend Declared	No Dividend Declared	No Dividend Declared
2021-2022	No Dividend Declared	No Dividend Declared	No Dividend Declared

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5.

Upon submitting a duly completed form, Shareholders are required to take print of the same and send physical copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company.

Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/ interest/ principal amount, if any, standing to the credit of their account.

Other Statutory Disclosures:

1. The financial statements of the Company and its subsidiary are placed on the Companys website at https://inteccapital.com/.

2. Details required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, the ratio of remuneration of directors to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report.

3. Details of top ten employees in terms of the 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, containing details prescribed under rule 5(3) of the said rules, which form part of the Directors Report, will be made available to any member on request, as per provisions of section 136(1) of the Act.

4. The Company being an NBFC, the provisions relating to Chapter V of the Act, i.e., acceptance of deposit, are not applicable.

5. The auditors, i.e., statutory auditors and secretarial auditors have not reported any matter under section 143(12) of the Act, and therefore, no details are required to be disclosed under section 134(3)(ca) of the Act.

6. The provision of section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

7. The Company has a policy on prevention of sexual harassment at the workplace. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The number of complaints received, disposed off and pending during FY 2022-2023 is given in the Corporate Governance Report.

8. There is no change in the nature of business of the Company during FY 2022-2023.

9. The securities of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

10. The Managing Director, as per the terms of his appointment, does not draw any commission or remuneration from the subsidiary company. Hence, no disclosure as required under section 197(14) of the Act has been made.

11. Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

12. the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

The Company has not availed any loan during the financial year under review, hence, the disclosure is not applicable and not furnished herein.

Acknowledgement

The Board of Directors places its gratitude and appreciation for the support and cooperation from its members, the RBI and other regulators, banks, financial institutions. The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and the employees of the Company and its subsidiary and thank them for yet another excellent year of performance.

		On behalf of the Board of Directors of
		For INTEC CAPITAL LIMITED
	(Sanjeev Goel)	(Surender Kumar Goel)
	Managing Director	Director
	(DIN:00028702)	(DIN:00963735)
Place: New Delhi
Date: August 10, 2023