Inter Globe Finance Ltd Directors Report

Your Directors are pleased to present the31stAnnual Report together with Audited Accounts of your Company for the financial year ended March 31st, 2024.

1. FINANCIAL RESULTS :

The summarized Standalone financial performance of your Company is as below:

(Rs.in lakhs)

	Standalone
Particulars	2023-24	2022-23
Profit Before Tax	1197.87	241.77
Less : Current Taxes	353.49	54.37
Deferred Tax	0.16	2.56
Tax for earlier Year	–	–
Profit for the year	844.22	184.84
Add: Balance in Profit & Loss Account	(382.42)	(571.81)
Add/Less: Appropriations:
Transfer from P/L A/c	1197.86	241.77
Transfer to General Reserve	–	–
Provision for Income Tax	(353.49)	(54.37)
Proposed Dividend		–
Provision for Income tax for earlier years	–	4.54
Tax on Dividend of earlier year		–
Deferred Tax Liability	0.16	(2.56)
Other Income Tax (Extra-ordinary Item)	–	–
Transfer to Statutory Reserve	–	–
Provision for Standard Assets	–	–
Closing Balance (Transfer to Statutory Reserve)	(211.05)	(382.42)

2. SHARE CAPITAL

The paid-up Equity Share Capital of the Company on 31st March, 2024 was Rs. 682.23 Lacs.

The Authorized Share Capital was increased from Rs. 9,88,00,000/- to 16,00,000,000/- by an Extraordinary General Meeting held on 18th March, 2024.

3. TRANSFER TO RESERVES

An amount of Rs. 250.74 lacs was transferred to General Reserves for the year ended 31st March, 2024

4. DIVIDEND

No dividend has been recommended for the year under review.

5. OPERATIONAL REVIEW

During the current financial year ended 31.03.2024, the Companys total turnover amounted to Rs. 224.78 Crores in comparison to Rs. 21.30 Crores in the previous financial year 2022-23.

The total interest earned during FY 2023-24 was Rs. 5.66 Crores in comparison to Rs.6.07 Crores in FY 2022-2023. The Company earned a profit of Rs. 11.98 crores in comparison to Rs.2.42 Crores in FY 2022-2023.

6. FUTURE PROSPECTS

The company is making efforts continuously to improve its business operations. In view of the above, prospects of the Company appear bright in the near future.

7. EXTRACT OF THE ANNUAL RETURN

As required by Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Draft Annual Return uploaded on the website.

8. NUMBER OF BOARD MEETINGS

12meetings of the board were held during the year. For details of the meetings of the board, please refer tothe Corporate Governance report, which forms part of this report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of The Companies Act, 2013 and the Articles of Association of the Company. Ms. Seema Gupta, Director (DIN – 00655023) of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

None of the Directors of the company are disqualified as per section 164 of the Companies Act 2013. The directors have made necessary disclosures as required under various provisions of the Act and SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015.

Pursuant to Section 149 of the Companies Act, 2013, Mr. Mohit Rathi (DIN – 10287233) has been appointed as an Independent Director category for 5 years w.e.f the 29th day of September, 2023.

Also during the year, Mr. Sobhit Sanjiv Kumar Agarwal (DIN – 08215641) resigned as an Independent Director due to other professional commitments.

Further,pursuant to the Provisions of Section 203 of the Companies Act 2013, the Key Managerial Personnel of the Company are - Mr. Navin Jain - Chairman & Managing Director, Mr. Anirban Dutta - Chief Financial Officer and Ms. Pritha Beriwal - Company Secretary.

10. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, states that—

(a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 as on 31st March, 2024 and of the profit of your company for the year ended on that date;

(c) 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;

(d) The directors have prepared the annual accounts for the financial year ended March 31, 2024 on a going concern basis.

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman of the Board as well as the evaluation of the Committees of the Board. A structured questionnaire was prepared after taking into consideration inputs received from the Directors. The performance evaluation of the Independent Directors was also carried out by the entire Board. The results of the evaluation done by Independent Directors were reported to the Chairman of the Board. It was reported that the performance evaluation of the Board, Committee etc. was satisfactory. The Directors expressed their satisfaction over the evaluation process.

12. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS OR SECURITIES

Your Company is exempted from the applicability of the provisions of Sec.186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as your Company is engaged in the business of Long term financing and meeting the credit needs of its Customers.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions of your Company are entered at arms length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015. There are no materially significant transactions made by the Company with the Promoters, Directors or Key Managerial Personnel (KMPs) which have potential conflict with the interest of your Company at large. Members may refer to the notes to financial statements for details of related party transactions. All related party transactions entered into by your Company were in the ordinary course of business and were on arms length basis.

Moreover, your Company had also obtained shareholders approval in AGM last year for entering into any contacts or arrangements with Related parties.

A Related Party Policy has been devised by your company for determining the materiality of transactions with related parties and dealings with them. The said policy is available on your Companys website www.Ig3.co.in.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, there are no such orders passed by the regulator / courts / tribunals impacting the going concern status and your Companys operations in future.

15. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational effciency, effectiveness of systems and processes and assessing the internal control strengths in all areas.

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Corporate Social Responsibility(CSR) has become applicable to your Company in pursuance of the Net Profit exceeding Rs. 5 crores for FY 2023-24. Accordingly, the Board recommended for formulation of Corporate Social Responsibility policy & constitution of the CSR Committee.

The CSR Committee has been duly constituted as per the provisions of Section 135 of The Companies Act, 2013 and the Rules made there under, Guidelines, Regulations and Standards.

17. AUDITORS AND AUDITORS REPORT (A) STATUTORY AUDITORS:

M/s..Sahaj & Associates, Chartered Accountants resigned as the Statutory Auditors due to professional preoccupations w.e.f from the close of business hours of 10th August, 2023

M/s. JLN US & Co., Chartered Accountants, were appointed as Statutory Auditors w.e.f 11th August, 2023 subject to your approval.

M/s. JLN US & CO., Chartered Accountants, Statutory Auditors of the company have expressed an unqualified opinion. The Auditors Report to the members does not contain any qualification or adverse remarks on the financial reporting and disclosure of the Company. The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation as required under sub-section (3) of Section 134 of Companies Act, 2013.

3B3 SECRETARIAL AUDITOR:

Pursuant to Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed Ms. Isha Bothra, Practicing Company Secretary as Secretarial Auditor to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (A) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of conservation of energy and technology absorption as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are not applicable to the Company.

(B) FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review the rewere no foreign exchange earnings or out 3ow.

19. MANAGERIAL REMUNERATION

(I) Particulars of Employees pursuant to section197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016; (i) The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year;

Sl. No.	Name of the Directors	Remuneration (Rs.)	Median Remuneration of Employees (Rs.)	Ratio (in times)
1	Navin Jain	3118408	12,00,000	2.599 times
2	Anirban Dutta	683500		0.5696 times

 

(ii)	the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;	: Navin Jain – 30.94% Anirban Dutta – 26.34% Pritha Beriwal – 50%
(iii)	the percentage increase in the median remuneration of employees in the financial year;	: There is a 25.26% increase of median remuneration of employees.
(iv)	the number of permanent employees on the rolls of company;	: 9 employees as on 31.03.2024.
(v)	the explanation on the relationship between average increase in remuneration and company performance;	: There was 10% increase in the remuneration of the employees of the Company during the financial year 31st March, 2024.
(vi)	comparison of the remuneration of the Key Managerial Personnel against the performance of the company;	: The remuneration of the key managerial personnel is keeping in view the performance of the Company as aforesaid and trend of remuneration in industry.

(vii) variations in the market capitalization of the company, price : earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer;

Particulars	As on 31.03.2024	As on 31.03.2023
Market Capitalisation (Rs.)	423869188.35	182291722.40
Price Earning Ratio	N.A.	.N.A
Share price : BSE	62.13	26.72

 

(viii) 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;

: There was no variation in percentile increment made in the salaries of the employees & the Managerial Personnel.

 

(ix)

comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;

: The Comparison of remuneration of each of the KMP against the performance of the Company are as under;

 

Sl. No.	Particulars	Remuneration	Net Profit
1	Navin Jain	3118408	84421848
2	Anirban Dutta	683500	84421848
3	Pritha Beriwal	750000	84421848

 

(x)

The key parameters for any variable component of remuneration availed by the directors;

: NIL

(xi) the ratio 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;

Sl. No.	Particulars	Remuneration	Ratio
1.	Navin Jain	3118408	1.1083 times
	Rakhi Jain	3062400
2.	Navin Jain	3118408	0.5995 times
	Pramod Jain	5201400

 

(xii)

Affirmation that the remuneration is as per the remuneration policy of the Company;

: The Company afirms remuneration is as per the remuneration policy of the Company.

(I) None of the Companys employees has drawn salary more than Rs. 60 Lacs per annum, if employed throughout the year and more than Rs. 5 Lacs per month if employed for the part of the year.None of the Companys employees by himself or along with his spouse and dependent children holds 2% or more equity shares of the Company and drawing remuneration in excess of remuneration of the Whole Time Director except Mr. Pramod Jain & Mrs. Rakhi Jain.

Information as per Rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 -

Sr No.	Name	Designation	Nature of Employment	Qualification	Experience	Date of Commencement of employment	Age	Previous Employment	% of shares held in the Company	Whether related to any Director or Manager
(A) The name of top ten employees in terms of remuneration drawn
1	Pramod Jain	CIO	Fixed	CA	More than 20 years	01.04.2010	43	Hindustan Unilever Limited	6.547	Yes- Mr. Navin Jain
2	Rakhi Jain	Manager	Fixed	MBA	More than 20 years	01.04.2010	40	HDFC Bank Limited	6.057	Yes- Mr. Navin Jain
3	Navin Jain	Chairman & Managing Director	Fixed	B.Com	More than 25 years	11.01.2008	51	NA	1.631
4	Anirban Dutta	Executive Director & CFO	Fixed	B.Com	More than 25 years	25.06.2011	49	NA	NA
5	Pritha Beriwal	Company Secretary	Fixed	CS	More than 10 years	18.12.2017	34	None	NA	No

(B) Personnel who are in receipt of remuneration aggregating not less than Rs. 10,200,000 per annum and employed throughout the year.

NIL

(C) Personnel who are in receipt of remuneration aggregating not less than Rs. 8,50,000 per month and employed for the part of the year: NIL

(D) Personnel who are in receipt of remuneration aggregating in excess of that drawn by the Managing Director and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company and employed through the year or part of the financial year:

1	Pramod Jain	Manager	Fixed	CA	More than 20 years	01.04.2010	43	Hindustan Unilever Limited	6.547	Yes- Mr. Navin Jain
2	Rakhi Jain	Manager	Fixed	MBA	More than 20 years	01.04.2010	40	HDFC Bank Limited	6.057	Yes- Mr. Navin Jain

(II) No sitting fees were paid to Independent Directors for attending meetings of the Board for the Financial Year 2023-24.

20. COMPLIANCE WITH RBI GUIDELINES

Your Company has complied with all applicable regulations of the Reserve Bank of India. As per Non-Banking Finance Companies RBI Directions, 1998, the Directors hereby report that the Company did not accept any public deposits during the year and did not have any public deposits outstanding at the end of the year.

21. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Stock Exchanges are complied with. A separate Section of Corporate Governance and a certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, form part of the Annual Report.

22. MANAGEMENT DISCUSSION ANALYSIS REPORT 3MDAR3:

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section which forms part of the Annual Report.

23. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

In pursuance of the provisions of The Investor Education & Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 subsequently amended by the Investor Education and Protection Fund Authority(Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 there were shares lying with the Company in respect of which dividend was not paid or claimed by the shareholders for seven consecutive years or more in respect of FY 2014-2015.

Accordingly after informing the shareholders continually to claim the unclaimed dividend & complying with all the relevant rules & laws the Company has transfer the shares & dividend in the name of the designated demat account of the IEPF Authority.

24. LISTING OF SHARES

The Shares of your Company is listed with The BSE Limited& CSE Limited. Your Company has duly paid listing fees to BSE & CSE for the year ended 2023-2024.

25. ACKNOWLEDGEMENTS

Yours Directors would like to place on record their appreciation for the continued co-operation and support received from the Companys Shareholders, Bankers and other Business Associate.

Registered Office :	On behalf of the Board
6B, Bentinck Street	Sd/-	Sd/-
Aloka House	Navin Jain	Anirban Dutta
Kolkata - 700 001	Chairman & Managing Director (CMD)	Director
Date : August 29, 2024	(DIN - 01197626)	(DIN - 00655172)