the investment trust of india ltd share price Directors report

Dear Members,

Your Directors have pleasure in presenting the Thirty-Second (32^nd) Directors report and Audited Financial Statements of "The Investment Trust of India Limited" (the Company") for the year ended 31^st March, 2023.

FINANCIAL /BUSINESS PERFORMANCEAND INFOR MATIONON STATE OF CO MPANYSAFFAIRS

Financial summary and highlights:

(R in lakhs)

	2022-2023	2021-2022	2022-2023	2021-2022
Particulars	Standalone		Consolidated
Income from continuing operations	9,739.19	11,500.95	30,106.58	32,406.73
Other Income	1,333.26	929.98	2,316.53	1,527.33
Total Income	11,072.45	12,430.93	32,423.11	33,934.06
Total Expenses (excluding depreciation and amortization)	9,986.97	11,930.63	29,479.47	31,998.54
Profit / (Loss) before depreciation, exceptional item and tax	1,085.48	500.30	2,943.64	1,935.52
Depreciation and amortization	390.35	474.13	1,179.02	1,121.28
Profit / (Loss) before exceptional item, share of profit from associate and tax	695.13	26.17	1,764.62	814.24
Add : Share of profit from associate			417.64	382.77
Profit / (Loss) before tax	695.13	26.17	2,182.26	1,197.01
Provision for tax
- Current tax			1,365.06	1,236.62
- Deferred tax charged / (credit)	2.63	(63.01)	(347.24)	(172.56)
- Excess/(short) tax provision in respect of earlier years		(6.22)	7.07	(12.14)
- MAT credit Entitlement
Profit /(Loss) after tax but before minority interest	692.50	95.40	1157.37	145.09
Add : Other Comprehensive Income	1.86	3.19	(13.21)	45.46
Total Comprehensive Income / (loss) for the year	694.36	98.59	1,144.16	190.55
Less : Total Comprehensive Income/(loss) attributable to non controlling interest			7.14	(12.88)
Total Comprehensive Income / (loss) for the year attributable to controlling interest	694.36	98.59	1,137.02	203.43
Nominal value per share (in rupees)	10	10	10	10
Basic and diluted earnings per equity share
- Basic (in rupees)	1.33	0.19	2.21	0.31
- Diluted (in rupees)	1.33	0.18	2.21	0.30

STANDALONE

The standalone revenues in FY 2022-23 were _11,072.45 Lakhs vs _12,430.93 Lakhs in FY 2021-22. Total expenses for the year came in at _ 10,377.32 Lakhs which decreased by 16.34 % over previous year. The profit for the year increased at _ 692.50 Lakhs as compare to previous year of _ 95.40Lakhs.

CONSOLIDATEDFINANCIAL STATE MENTS:

The consolidated revenues for the year were _ 32,423.11 Lakhs vs _ 33,934.06 Lakhs in FY 2021-22. Total consolidated expenses for the year came in at _ 30,658.49 Lakhs which decreased by 7.43% over previous year. The consolidated profit for the year Increased at _ 1157.37 Lakhs as compare to profit in previous year of _ 145.09 Lakhs.

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules made thereunder (as amended from time to time), the Consolidated Financial Statement of the Company for the FY 2022-23 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of Audited Financial Statement of the Company and its subsidiaries, as approved by the respective Board of Directors ("Board"). The Consolidated Financial Statement together with the Auditors Report is forming part of this Annual Report.

BOARD POLICIES:

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 ("Act") and Securities and Exchange Board of India (SEBI) regulations ("Listing Regulations") are provided in Annexure I to the Boards report

TRANSFERS TOGENERAL RESER VES:

The Board of your Company decided not to transfer any amount to the General Reserve and retain the entire amount of profit under Retained Earnings.

DIVIDEND:

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the financial year ended 31^st March, 2023.

The Companys distribution of dividend Policy is available on our website, at https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1659518194_ITI%20Dividend%20Distribution%20Policy.pdf

CHANGEIN NATURE OF BUSINESS:

There has been no change in the nature of business of your Company during FY 2022-23.

MATERIALCHANGESAND CO MMITMENTS, AFFECTINGFINANCIAL STATE MENTSOF THECOMPANY, HAVINGOCCURRED SINCE THE ENDOF THE YEARAND TILL THEDATE OF THERE PORT:

Pursuant to the scheme of arrangement in the nature of demerger of ‘Non-lending Business Undertaking of The Investment Trust of India Limited ("TITIL" or "Demerged Company") into Distress Asset Specialist Limited, a wholly owned subsidiary company of TITIL ("DASL" or "Resulting Company") with effect from the Appointed Date viz. beginning of day on April 1, 2022 ("Scheme") under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("Act"). Your Company and its subsidiaries have made applications and are seeking requisite approvals from the Securities and Exchange Board of India (SEBI) and The Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

Except as stated above, there have been no other material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

INTERNALFINANCIAL CONTROLS :

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Internal Financial Control procedure adopted by the Company are adequate for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. During the year under review, the Internal Financial Controls were operating effectively and no material or serious observation has been received from the Auditors of the Company for ine_ciency or inadequacy of such controls.

ANNUALRETURN :

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website at https://www.itiorg.com/investor-inner.php?id=17

DETAILSOF LISTING / DELISTINGAND S HARECA PITAL:

During the year FY 2022-23 the Company has listed 7,21,950 equity shares of R 10/- each allotted on Conversion of Optionally Convertible Preference Shares bearing distinctive no. 53130168 to 53852117 issued pursuant to the Scheme of Arrangement between ITI Gold Loans Limited (Formerly known as United Petro Finance Limited) and ITI Credit Limited (Formerly known as Fortune Credit Capital Limited) and The Investment Trust of India Limited. The listing approval for said equity shares were received from the NSE and BSE on 24^th August, 2022 and 29^th August, 2022 respectively.

During the FY 2022-23 the Company has not delisted any of its equity shares on any exchange. During the FY 2022-23 the following changes in the share capital of the company.

Company on May 20, 2022 has allotted 7,21,950 equity shares of R 10 each pursuant to exercise of option of conversion by the holders of Optional Convertible Preference shares.

The Company has redeemed 2,25,000 1% Redeemable Preference Share of R 10 each on December 31, 2022

INTERNALAUDIT :

The Board has appointed external agency i.e SCM Associates, Chartered Accountants as an internal auditors of the Company from 1^st April, 2022 to 31^st October, 2022 and MAKK & Co., Charted Accountants as an internal auditors of the Company from 1^st November to 31^st March, 2023. The scope of the internal audit is commensurate with the size of the Company. The internal auditors provide internal audit reports on quarterly basis and the same are being discussed in the quarterly Audit Committee and Board meetings.

INDUCTIONOF STRATEGIC AND FINANCIAL PARTNERSDURING THE YEAR:

During the year under review, the Company has not inducted any strategic and financial partners.

SUBSIDIARY, JOINT VENTURESOR ASSOCIATES :

The Company has 11 wholly owned subsidiaries, 2 subsidiaries, 3 step down subsidiaries and 1 Associate company as on March 31, 2023. There is no joint venture company within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries and associate company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries and associate company in Form No. AOC-1 is appended as Annexure II to the Boards report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at https:// www.itiorg.com/investor-inner.php?id=10

MATERIAL SUBSIDIARIES:

As required under Regulation 16(1)(c) and 46 of the Listing Regulations, the Board of Directors has approved the Policy on Determination of Material Subsidiaries ("Policy"). The said policy is available on the website of the Company and can be accessed at https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1659518026_ITI%20Policy%20for%20 Determining%20Material%20Subsidiary.pdf according to the policy, following companies are material subsidiaries for FY 22-23, 1. ITI Credit Limited (Formerly Known as Fortune Credit Capital Limited), 2. Antique Stock Broking Limited and 3. ITI Asset Management Limited.

DEPOSITS:

The Company has neither invited nor accepted any deposits from the public falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. There is no unclaimed or unpaid deposit lying with the Company. Hence, the requirement for furnishing of details relating to deposits covered under Rule 8(5)(v) of Companies (Accounts) Rules, 2014 and Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014 is not applicable.

RELATED PARTYTRANSACTIONS :

All Related Party Transactions that were entered into during FY 2022-23 were on an arms length basis and in the ordinary course of business in accordance with Section 188(1) of the Act.

The details of transactions/ contracts/ arrangements referred to in Section 188(1) of the Act entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Act, during FY 2022-23 are furnished in Form AOC-2 and are attached as an Annexure III of this Report.

None of the Directors or KMPs had any pecuniary relationships or transactions with the Company during FY 2022-23.

All related party transactions were placed before the Audit Committee and Board meetings on quarterly basis for their review.

The policy on related party transactions and dealing with related parties is available on the Companys website https://iti-files.s3.ap-south-1. amazonaws.com/category-documents/1659519378_ITI%20RPT%20Policy.pdf

CONSERVATIONOF ENERGY, TECHNOLOGYA BSORPTIONAND FOREIGN EXCHANGEEARNINGS AND OUTGO :

Conservation of energy: -

(I) the steps taken or impact on conservation of energy	Nil
(ii) the steps taken by the Company for utilizing alternate sources of energy	Nil
(iii) the capital investment on energy conservation equipments	Nil

Technology absorption:-

(I) the effort made towards technology absorption	Nil
(ii) the benefits derived like product improvement cost reduction product development or import substitution	Nil
(iii) in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
(a) the details of technology imported;	–
(b) the year of import;	–
(c) whether the technology been fully absorbed;	–
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.	–
(iv) the expenditure incurred on Research and Development	Nil

Foreign Exchange Earnings or outgo in foreign exchange during the FY 2022-23:-

There was neither any foreign exchange earning nor foreign exchange outgo during the FY 2022-23.

PARTICULARSOF LOANS , GUARANTEES, INVESTMENTSAND SECURITIES :

Particulars of loans given, investments made or guarantees or securities provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of loan or guarantee or security pursuant to Section 186 of the Act are given under Notes to Accounts annexed to Standalone Financial Statements for the year ended March 31, 2023 and the same forms part of this Annual Report.

MATTERSRELATED TODIRECTORS AND KEY MANAGERIAL PERSONNEL _‘KMP_:

Composition of Board:-

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.

The Board of the Company has 06 (Six) Directors comprising of 01 (One) Non-Executive Chairman, 02 (Two) Non-Executive Directors and 03 (Three) Independent Directors. The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of this Annual Report.

Change in composition of the Board:-

During F.Y. 2022-23 the following changes are occurred in the composition of the Board of Directors of the Company.

Sr. No	Name of the Director	Nature of Change	Date of appointment/ cessation
1	Mr. Rajeev Uberoi	Appointed as the Additional Independent Director	11th August, 2023
2	Mr. Pankaj Rasiklal Bhuta	Retired from the position of Independent Director	31st July, 2023

Justification for appointment:-

The term of Mr. Pankaj Bhuta as an Independent Director was completed on 31^st July, 2023 and in accordance with the Regulation 17 of Listing Regulations read with the applicable provisions of The Companies Act, 2013 and rules there under, your company is required to appoint an Independent Director to constitute a valid Board.

Mr. Rajeev Uberoi has served various eminent Companies and big firms in different leadership roles and is a pioneer of Corporate and legal governance and compliance management. He has advised Shardul Amarchand Mangaldas on regulatory matters pertaining to RBI, SEBI and IRDA involving complex issues. He has also served YES Bank Limited as Group Senior President – Governance & Control and IDFC Bank limited as General Counsel & Head – Legal & Audit, Central Legal, Audit & Controls. His extensive experience in Compliance, Investment Banking and Financial Services industry is beneficial for the Company and its Group Companies.

Director(s) liable to retire by rotation:-

Mrs. Khyati Valia (DIN 03445571) retires by rotation and being eligible, offers herself for re-appointment. A resolution seeking shareholders approval for her re-appointment along with other required details forms part of the Notice annexed to the Annual Report.

Composition and Meetings of Board of Directors & Committee(s):-

The Composition of Board and Committee(s) as on March 31, 2023 and the details of the Meetings of the Board and Committee(s) of the Company held during FY 2022-23 are disclosed in the Report on Corporate Governance forming part of this Annual Report.

During the year under review, all the recommendations/submissions made by the Audit Committee and other Committees of the Board were accepted by the Board.

Declaration by Independent Directors:-

Pursuant to Section 149(7) of the Act, Regulation 16(1)(b) and Regulation 25(8) of the Listing Regulations, the Independent Directors have provided a declaration to the Board of Directors that they meet the criteria of Independence as prescribed in the Act and the Listing Regulations, and are not aware of any situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge duties as an Independent Director with an objective independent judgement and without any external influence. Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience (including the proficiency) required to fulfill their duties as Independent Directors.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA"), all the Independent Directors have confirmed that they have registered themselves with databank maintained by The Indian Institute of Corporate Affairs ("IICA"). These declarations/confirmations have been placed before the Board.

Relationship between Directors:-

Out of 06 Directors, 02 Directors are related to each others: Mrs. Khyati Chintan Valia - Non-Executive Director is related to Mr. Chintan Valia – Non-Executive Director and Chairman. The remaining 04 Directors are not related with any of the directors.

Code of Conduct:-

The Company has adopted the Code of Conduct for its Board Members and Senior Management of the Company.

All the Board members and Senior Management personnel have afirmed compliance with the applicable Code of Conduct.

A declaration to this effect duly signed by the Directors forms part of this report. The Code is available on the website of the Company at https:// iti-files.s3.ap-south-1.amazonaws.com/category-documents/1659518239_ITI%20Code%20of%20Conduct%20Board%20Members%20and%20 Senior%20Management.pdf

Familiarization Programmes:-

The Company has formulated a policy on "familiarisation programme for independent directors". Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia, explains the roles, functions, duties and responsibilities expected as a Director of the Company.

Further, the Company also familiarize the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The Director is also explained in detail the compliance required from him under the Act and the Listing Regulations. Further on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the business strategies, management structure, management development, quarterly and annual results, budgets, review of Internal Audit, risk management framework, operations of subsidiaries and associates.

The Policy on familiarisation programme for independent directors along with the details of the familiarization Programmes conducted by the Company during the FY 2022-23 are available on the website of the Company and can be accessed at

1. https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1659518160_ITI%20Familiarisation%20Programme%20for%20 New%20Directors.pdf

2. https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1681306725_ITI%20Familiarization%20Programmes%202022-23.pdf. pdf

Companys Policy on Directors Appointment and Remuneration:-

Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations, as amended from time to time, requires the Nomination and Remuneration Committee ("NRC") to formulate a Policy relating to the remuneration for the Directors, Key Managerial Personnel ("KMP"), Senior Management and other employees of the Company and recommend the same for approval of the Board.

Accordingly, in compliance to the aforesaid provisions, the Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1659518050_ITI%20Nomination%20 and%20Remuneration%20Policy.pdf The salient features of the Policy are given below:-

Appointment criteria and qualifications:

1) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or Senior Management and recommend to the Board his / her appointment.

2) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

3) The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager who has attained the age of seventy years.

Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Evaluation:-

The performance evaluation shall be carried out as given below:-

Performance Evaluation by	Of Whom
Board of Directors	- Board as a whole and Committees of Board
	- All Directors excluding the Director being evaluated
Independent Directors	- Non - Independent Directors
	- Chairman of the Company
	- Board as a whole

The Committee shall carry out evaluation of performance of every Director at regular interval (yearly).

Removal:

Due to reasons for any disqualification mentioned in the Act, rules made there under or under any other applicable Act, Rules and Regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, Rules and Regulations.

Retirement:

The Director, KMP and Senior Management shall retire as per the applicable provisions of the Act and the prevailing internal policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PROVISIONSRELATING TORE MUNERATIONOF MANAGERIAL PERSON, KMP ANDSENIOR MANAGEMENT:

General:-

The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management will be determined by the Committee and recommended to the Board for their approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and such other approval, as and when required.

The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Act and Listing Regulations, and the Rules made there under for the time being in force.

Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Person.

The remuneration structure will have a right mix of guaranteed (fixed) pay, pay for performance and long term variable pay based on business growth and other factors such as growth in shareholder value to ensure that it is competitive and reasonable.

Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and for Senior Management for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

Remuneration to Managerial Person, KMP and Senior Management:

1) Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Act and the rules made there under for the time being in force. The break-up of the pay scale and quantum of perquisites including employers contribution to Provident Fund(s), pension scheme(s), medical expenses, club fees, etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and such other approval, wherever required.

2) Variable Pay:

The Company may at its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfillment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable shall be based on performance against pre- determined financial and non-financial metrics.

3) Provision for excess remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Act. If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without such approval, wherever required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company.

Remuneration to Non-Executive/Independent Director:

1) Remuneration/Commission:

The remuneration/commission, if any, shall be in accordance with the statutory provisions of the Act and the Rules made there under for the time being in force.

2) Sitting Fees:

The Non-Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the maximum amount as provided in the Act, per meeting of the Board or Committee or such amount as may be prescribed from time to time.

3) Limit of Remuneration/Commission:

The Remuneration/Commission may be paid to Non-Executive Directors within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Act.

Key Managerial Personnel (KMP)

Sr. No.	Name of the KMP	Designation
1	Mr. Rajesh Kumar Acha	Manager under the Companies Act, 2013 (Upto 31st August, 2022)
2	Mr. Subbiah Manickam	Chief Financial Officer (w.e.f 01st April, 2022)
3	Mr. Satish Bhanushali	Company Secretary (w.e.f 01st April, 2022)
4	Mr. Amit Malpani	Chief Executive Officer (w.e.f. 01st September, 2022)

The changes in the KMPS are as follows:

Mr. Rajesh Kumar Acha has resigned with effect from the closing hours of 31^st August, 2022.

The Board of Directors in their meeting held on 11^th August, 2022 has appointed Mr. Amit Malpani as the Chief Executive Officer ("CEO") of the Company w. e. f. 01^st September, 2022 under the Act.

Committees:

As on date the Company has 07 (Seven) committees of the Board of Directors. These committees are – Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Management Committee, Internal Finance Committee and Internal Complaints Committee. The terms of reference, composition and the details of the meetings of the committees held during the year under review are provided in Corporate Governance Report forming part of this Annual Report.

Performance Evaluation

Pursuant to the provisions of Section 134(3)(p) and Schedule IV of the Act and in accordance to Regulation 17(10) and 25(4) of the Listing Regulations, the Board has carried out the annual performance evaluation of the Board as a whole, various Committees of the Board and of the individual Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as transparency, performance, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of Independent Directors, at which the performance of the Board, its Committee and individual Directors was also discussed.

The outcome of the performance evaluation of the Board for the year under review was discussed by the NRC and the Board at their respective meetings. All Directors expressed their satisfaction to the evaluation process.

Committees of Board Constitution of committees:

Audit Committee	Designation	Stakeholder Relationship Committee	Designation
Name of members		Name of members
Mr. Pankaj Bhuta	Chairman	Mr. Chintan Valia	Chairman
Mr. Alok Kumar Misra	Member	Mr. Pankaj Bhuta	Member
Mr. Chintan Valia	Member	Mr. Alok Kumar Misra	Member
Mrs. Papia Sengupta	Member	Mrs. Papia Sengupta	Member
Nomination & Remuneration Committee	Designation	Risk Management Committee #	Designation
Name of members		Name of members
Mr. Alok Kumar Misra	Chairman	Mr. Chintan Valia	Chairman
Mr. Chintan Valia	Member	Mr. Pankaj Bhuta	Member
Mr. Pankaj Bhuta	Member	Mr. Alok Kumar Misra	Member
Mrs. Papia Sengupta	Member	Mrs. Papia Sengupta	Member
Internal Finance Committee	Designation	Management Committee	Designation
Name of members		Name of members
Mr. Chintan Valia	Chairman	Mr. Chintan Valia	Chairman
Mr. Alok Kumar Misra	Member	Mr. Pankaj Bhuta	Member
Mr. Pankaj Bhuta	Member	Mr. Alok Kumar Misra	Member
Mrs. Papia Sengupta	Member	Mrs. Papia Sengupta	Member
Internal Complaints Committee #	Designation
Name of members
Ms. Riya Rahul Sawardekar	Presiding Officer
Ms. Karishma Manoj Mordani	Member
Mr. Praveen Nair	Member
Ms. Vandana Goradia	Member

# reconstituted w e f 01st January, 2022

The details of the committees are provided in Corporate Governance Report, which forms the part of this report.

PARTICULARSOF E MPLOYEES

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

1 Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year	Not applicable – as the Company has no executive Director on the Board.
	The details of the sitting fees paid during the financial year 2022-2023 to the Directors of the Company are as under :
	Sr. No	Name of the Directors	Amount paid ? ( in lakhs)
	1	Mr. Chintan Valia	2.75
	2	Mrs. Khyati Valia	1.75
	3	Mr. Pankaj Bhuta	2.75
	4	Mr. Alok Kumar Misra	2.75
	5	Mrs. Papia Sengupta	2.75
	6	Mr. Asit Mehta	1.40
		Total	14.15
2 The percentage increase in remuneration of each director, CFO, CEO, CS or manager if any, in the financial year 2022-2023.	Sr. No	Particulars	Percentage
	1	Directors	Not applicable
	2	Mr. Amit Malpani (CEO)	Not applicable
	3	Mr. Manickam Subbiah (CFO)	Not applicable
	4	Mr. Satish Bhanushali (CS)	Not applicable
	5	Mr. Rajesh Kumar Acha (Manager)	Nil
3 The percentage increase in the median remuneration of the employees of the Company for the financial year 2022-2023.	19.67
4 The number of permanent employees on the roll of the Company as on 31st March, 2023	14
5 Average percentile increase already made in the salaries of employees other than 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	No increment in the Average percentage of the employees salary and increase in the Average percentage of the managerial personnel is 66 %. There are no exceptional circumstances for the increment.
6 The key parameters for any variable component of the remuneration availed by the directors	The Company has not paid any variable component to any Director.
7 Affirmation that the remuneration is as per the remuneration policy of the Company	The Board of Directors affirms that the remuneration paid to the employees of the Company is as per the Policy on Directors appointment and remuneration for Directors, KMPs and other employees and is in accordance with the requirements of the Act and Listing Regulations.

b) The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as follows;

Sr. No	Name of the employee	Date of joining	Gross remuneration	Qualification	Age	Experience (Yrs)	Last employment	Designation
1	Mr. Rajesh Bhatia	10.07.17	80,99,112	CFA & ACMA	53	19	Simto Investment Company Ltd	President & CIO - AIF III
2	Mr. Ajay Vaswani	30.01.20	66,11,210	PGDBM	42	19	Anand Rathi Financial Services Ltd	Business Development Head
3	Mr. Rajesh Aynor	13.10.17	48,28,369	MBA	45	24	PNB Metlife India Insurance Company Ltd	Fund Manager
4	Mr. Siddhartha Bhotika	08.12.17	46,99,935	MA Economics & CFA	40	17	Aviva India	Fund Manager
5	Mr. Rajesh Kumar Acha	06.05.15	34,43,840	PGDM & LLB	36	15	UV Asset Reconstruction Ltd	Assistant Vice President
6	Mr. Subbiah Manickam	01.12.13	19,13,280	B.Com	52	28	Old Employee	Head - Corp Accts
7	Mr. Satish Virjibhai Bhanushali	14.05.21	15,60,876	CS & LLB	33	8	Highway Concession One	Company Secretary
8	Mr. Akash Jhaveri	01.09.17	15,11,416	CFA	31	10	Aditya Birla Finance Ltd	Equity Analyst
9	Mr. Bhavesh Gopalbhai Katariya	01.07.22	13,43,453	B.Com & CFA	37	17	True Beacon Global – AIF	Portfolio Manager
10	Mr. Praveen Nair	01.09.21	12,65,108	MBA	31	11	Motilal Oswal Financial Services	Sr. Mgr-Marketing & Communication

 

Sr. No.	Particulars	Remarks
a)	Details of the employee(s) who were employed throughout the year and were in receipt of remuneration at a rate which was not less than R 1,02,00,000/- per annum	Nil
b)	Details of the employee(s) who were employed for part of the year and were in receipt of remuneration for any part of the year, at a rate which, was not less than R 8,50,000/- per month	Mr. Rajesh Bhatia
c)	Details of the employee(s) who were employed throughout the year and were in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, was in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.	Nil

During the year under review, no commission has been paid by the Company to any Directors. c) The nature of employment of all the above employees in permanent and neither of them hold any equity shares of the Company.

EMPLOYEE STOCKOP TION SCHEME

The Company has formulated an Employee Stock Option Scheme known as FFSIL Employees Stock Option Plan 2017 ("ESOP – 2017") in accordance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 Subject to the members approval, the Board of Directors in its meeting held on 25^th May, 2017 approved the ESOP-2017 Scheme and the shareholders approval was obtained in 26^th Annual General Meeting held on 8^th September, 2017. Nomination and Remuneration Committee ("Committee") was authorised to formulate, administer and implement the detailed and conditions of the ESOP-2017 Scheme.

The Company has received a certificate dated 24^th October, 2017 from M/s. Bathiya & Associates LLP, Chartered Accountants, Statutory Auditors of the Company confirming that the FFSIL Employees Stock Option Plan 2017 has been implemented in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The Company has received in principle approvals from BSE Limited and The National Stock Exchange of India Limited for ESOP – 2017. On 19^th April, 2018 the Nomination and Remuneration Committee has granted (Grant I) 3,00,000 options. Each option when exercised will be converted into one (01) equity share of R 10 each fully paid.

Details of Employee Stock Options

Sr. No.	Particulars	Remarks
1	Date of grant	19th April, 2018
2	Options granted	300,000
3	Options vested	Nil
4	Options exercised	Nil
5	The total number of shares arising as a result of exercise of options	Nil
6	Options lapsed during the year 2022-23	Nil
7	Vesting date	For 2,50,000 options - 19th April, 2019
		For 50,000 options - 1st June, 2020
8	The exercise price	R 247.25
9	Variation in terms of options	Not applicable
10	Money realised by exercise of options	Nil
11	Total number of options in force	300,000
12	Employee wise details of options granted to:
	a) Key Managerial Personnel	Nil
	b) any other employee who receives a grant of options in any one year of options amounting to five percent or more of total options granted during that year	Mr. Rajesh Bhatia was granted 3,00,000 options.
	c) Identified employees who were granted options, during any one year, equal to or exceeding one percent of the issued capital, excluding outstanding warrants and conversions, of the company at the time of grant.	Not applicable
13	any material change to the scheme and whether such scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014	No

The fair value has been calculated using Black Scholes Options Pricing Model and significant assumptions made in this regard are as follows:

Particulars	Vest dated April 19, 2019	Vest dated June 01, 2020	Vest dated November 23, 2020
1 Stock Price (C)	247.25	247.25	225.15
2 Strike/ Exercise Price	247.25	247.25	220.85
3 Expected Life of options (no. of years)	2	3	3
4 Risk free rate of interest (%)	7.48	7.48	7.7
5 Implied Volatility factor (%)	31.12	31.12	33.25
6 Fair value per Option at year end (R)	59.5	78.52	67.01

In respect of options granted under ESOP, accounting is done as per requirements of Ind AS 102 Share based Payments. Expenses on account of Share based payments during the year amounts to NIL (Previous year C 68.03 lakhs).

Summary of Employee Stock Option Schemes (‘ESOS)

For the Period from 01/04/2022 to 31/03/2023
Sr. No.	Particulars of Options / Scheme	ESOP 2017
1	Outstanding as at beginning of the period	3,00,000
2	Granted during the period
3	Date of Grant	19th April, 2018
4	Forfeited during the period
5	Cancelled during the period
6	Lapsed during the period
7	Exercised during the period
8	Allotted during the period
9	Number of shares arising as a result of exercise of options
10	Money realized by exercise of options (INR), if scheme is implemented directly by the company
11	Number of options vested during the period	Nil
12	Outstanding as at the end of the period	3,00,000
13	Exercisable at the end of the period	3,00,000
14	Weighted average remaining contractual life (in years)	2.14
15	Weighted average fair value of options granted	62.27

GOVERNANCE

Report on Corporate Governance

A detailed Report on Corporate Governance in terms of Schedule V of the Listing Regulations for FY 2022-23, is forming part of this Annual Report. Further, a Certificate from M/s. DM & Associates Company Secretaries LLP., the Practicing Company Secretary and Secretarial auditor of the Company confirming compliance of conditions of Corporate Governance as stipulated in Regulation 34 read with Schedule V to the Listing Regulations is annexed to the Report on Corporate Governance.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations (as amended from time to time), the Company has framed Vigil Mechanism/Whistle Blower Policy ("Policy") to enable directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports of any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior /conduct etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system which can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and Listing Regulations. The same is available on the website of the Company and can be accessed at https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1659519397_ITI%20 Whistle%20Blower%20Policy.pdf

Prevention of Sexual Harassment of Women at Workplace

The Company has in place a Policy for prevention, prohibition and redressal of sexual harassment at workplace. Appropriate reporting mechanisms are in place for ensuring protection against sexual harassment and the right to work with dignity.

Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment. During the year under review, no complaints in relation to sexual harassment at workplace have been reported.

Risk Management

The Company realizes the importance of Risk Management framework and had taken early initiatives towards its implementation. The Company has also formulated group risk management policy and can be accessed at https://iti-files.s3.ap-south-1.amazonaws.com/category-documents/1659517830_ITI%20Risk%20Management%20Policy.pdf A systematic approach has been adopted that originates with the identification of risk, categorization and assessment of identified risk, evaluating effectiveness of existing controls and building additional controls to mitigate risk and monitoring the residual risk through effective Key Risk Areas ("KRA"). The implementation is being carried out in phased manner with the objective to encompass the entire line of businesses. Further, pursuant to Regulation 21 of the Listing Regulations, the Board of Directors have also constituted the Risk Management Committee of the Board, the details of which are mentioned in the Corporate Governance Report forming part of this Annual Report. The composition of the Committee is in conformity with the Listing Regulations, as amended, with all members being Directors of the Company. The Risk Management Committee is, inter alia, authorized to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy and effectiveness of the above process to the Audit Committee/Board on a periodic basis. In the opinion of Board, there are no elements of risks threatening the existence of the Company.

The details of composition of the Risk Management Committee and its terms of reference, is provided in Corporate Governance Report which forms part of this Annual Report.

Statutory Auditors

At the 28^th Annual General Meeting ("AGM") held on 24^th September, 2019, M/s Ramesh M. Sheth & Associates, Chartered Accountants, having Firm Registration Number 111883W were appointed as statutory auditors of the Company for the term of five years to hold the office from the conclusion of 28^th Annual General Meeting held in the calendar year 2019 till the conclusion of 33^rd Annual General Meeting to be held in the year 2024 subject to ratification of their appointment by members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

Statutory Auditors Report

The Statutory Auditors Report issued by M/s Ramesh M. Sheth & Associates, Chartered Accountants for the year under review does not contain any qualification, reservations or adverse remarks. The Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the Company had appointed M/s. DM & Associates Company Secretaries LLP, to undertake the Secretarial Audit of the Company for the FY 2022-23.

Secretarial Audit & Annual Secretarial Compliance Report

Pursuant to the provisions of Regulation 24A of the Listing Regulations, Annual Secretarial Compliance Report for the financial year ended March 31, 2023 was obtained from M/s. DM & Associates Company Secretaries LLP the Secretarial Auditor of the Company.

The Secretarial Audit Report and Annual Secretarial Compliance Report issued by the Secretarial Auditor has been annexed to this Boards Report as "Annexure IV".

Secretarial Audit of Material Subsidiaries

In terms of Regulation 24A of Listing Regulations, the Secretarial Audit Report of material subsidiaries i.e ITI Credit Limited (Formerly known as Fortune Credit Capital Limited ("ICL"), ITI Asset Management Limited ("IAML"), Antique Stock Broking Limited ("ASBL") and ITI Gold Loans Limited (formerly known United Petro Finance Limited ("IGLL") for the FY 2022-23 are made available at website of the Company at www.itiorg.com.

Maintenance of Cost Records & Cost Audit

The provisions related to maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act in relation to the Audited Financial Statements of the Company for the year ended March 31, 2023, the Board of Directors confirm that, to the best of its knowledge and belief:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. 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 at March 31, 2023 and of the profit of the Company for that period;

3. the Directors have 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;

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

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

6. 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.

Corporate Social Responsibility

The provisions relating to the Corporate Social Responsibility are not applicable to the Company during the year under the review.

Compliance with Secretarial Standard

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively.

Significant and Material Orders Passed By the Regulators or Courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.

Other Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Manager of the Company do not received any remuneration or commission from any of its subsidiaries.

There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the year 2022.

There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Ministry of Finance, Ministry of Corporate Affairs, Regional Directors, Registrar of Companies, other Government and Regulatory Authorities, Lenders, Financial Institutions and the Companys Bankers for the ongoing support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders and trust reposed by them in your Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and its subsidiaries across all levels, resulting in successful performance during the year under review.

For and on behalf of

The Investment Trust of India Limited

Chintan V. Valia	Khyati C. Valia
Non-Executive Chairman	Non-Executive Director
(DIN: 05333936)	(DIN: 03445571)

Mumbai, August 11, 2023

The Investment Trust of India Limited

CIN: L65910MH1991PLC062067 Registered Office:

ITI House, 36 Dr. R K Shirodkar Marg, Parel, Mumbai 400 012 Telephone : +91 022 4027 3600 : Fax : +91 022 4027 3700 e mail : info@itiorg.com : website : www.itiorg.com