#MDStart#
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
To
The Members
Your Directors are pleased to present this 33rd Annual Report of the Company
together with the Audited Accounts for the year ended 31st March 2024.
FINANCIAL HIGHLIGHTS AND PERFORMANCE
[Rs. In Lakh]
PARTICULARS |
2023-24 |
2022-23 |
Income from Operations |
339.00 |
212.75 |
Other Income |
60.00 |
49.92 |
Gross receipts |
399.00 |
262.67 |
Expenses |
258.71 |
214.98 |
Depreciation & Amortization |
51.44 |
3.08 |
Total Expenses |
310.15 |
218.06 |
PBT |
88.85 |
44.60 |
TAX |
13.86 |
5.31 |
PAT |
74.99 |
39.29 |
Transfer to Statutory Reserves |
15.10 |
7.86 |
FINANCIAL PERFORMANCE:
The financial year 2023-24 saw steady performance. The income from operations improved
by 59% over the previous year, mainly due to the turnaround and better performance of the
loan portfolio. Gross receipts were higher by 52% and the PAT during the year under review
doubled to Rs 88.85 lakh compared to Rs.39.29 lakh during the previous year. Depreciation
& Amortizations were higher by Rs 48.36 lakh, so also the finance cost of funds which
have significant contribution for the increased expenses.While analysing the progress made
your company has kept close watch on the market developments and some of the information
collated are as follows.
DIVIDEND:
A final dividend of Rs.0.30 (Thirty Paise Only) per equity share on the paid up equity
share capital of the Company, as recommended by the Board of Directors
MARKET SCENARIO:
(a)Regulatory Environment- Industry structure and developments:
Year 2023-24 saw Regulator (Department of Supervision, RBI) introducing stricter,
comprehensive regulatory returns and focusing on examining licensing requirements for
NBFCs and initiating supervisory actions against non-compliant entities. The RBI has
implemented a new four-layer regulatory structure for NBFCs based on their size, activity,
and perceived riskiness and issued Master Directions on Scale Based Regulations. The SBR
classifies NBFCs in to 4 categories viz. (a) NBFC-Base Layer: (b) NBFC-Middle Layer: (c)
NBFC-Upper Layer: and (d) NBFC-Top Layer (Ideally Empty. The new structure aims at better
regulatory norms and stringent compliances and is expected to bring more stability and
order to the NBFC sector. Concerned about potential spillover effects of certain turbulent
environment in the past on the financial services industry, the Reserve Bank of India
(RBI) has taken proactive measures by tightening regulations and intensifying scrutiny of
NBFCs. These measures aim to address governance issues, strengthen risk management
practices, and enhance overall supervision.Your Company falls under the Base Layer and is
categorised as NBFC-Investment and Credit Company (NBFC-ICC) and has complied with all
regulatory directions/guidelines like reporting customer data to all the four Credit
Information Companies (CICs) as per Credit Information Companies (Regulations) Act,2005
(CICRA), submission, downloading or updating the KYC data of the customers to/from the
CKYC Registry, registering/ notifying the details of borrowers with the Information
Utility(IU) registered with the IBBI under section 210 of IBC,2016, registering/notifying
the asset mortgage details with CERSAI in respect of the mortgaged assets of the
borrowers. Your company is also registered with the Financial Intelligence Unit of India
(FIU) for reporting of any suspicious transaction or fraud.
(b)Domestic Economy in 2024:
Despite much global turbulence like Russia-Ukraine war, Israel-Gaza attack which
resulted in steep hike in crude price and movement of essentials commodities, the Indian
economy during the financial year 2023-24 continued to exhibit strong performance with
broad-based growth across sectors, driven by pickup in rural demand and sustained momentum
in the manufacturing sector. Post pandemic, credit to Industry has been moderating and
continues to do so. However, marginal decrease during the year compared to 2023 indicate
slow pick up of private investment during the year despite growth in manufacturing.
Overall non-food credit flow has been steady during the year and hovering around 15%.
There was robust growth in credit to service sector, with share of NBFC credit to service
sector remaining around 35%. There was high level of growth in personal loan indicating
better consumer confidence in growth & stability. The robust demand for residential
accelerated the growth of the construction sector by double digits. The manufacturing and
service sectors also experienced considerable progress.
(c). NBFC sector in 2024:
With Over 9000 registered NBFCs in the country, the NBFC sector continued with healthy
growth this year with retail segment making the bulk. Since 2023 many NBFCs have engaged
in co-lending partnerships with major banks, thus playing a pivotal role in the economy,
complementing traditional banks by providing funds to various sectors. The NBFC sector in
India has witnessed remarkable transformations since its emergence, with segments such as
housing finance, microfinance and consumer finance contributing to its expansion. This
growth is driven by various factors, such as a rising middle class, enhanced financial
inclusion and positive policy interventions. Digitisation has been a game-changer for the
Nonbanking Financial Company (NBFC) sector, enabling faster and more efficient processes,
as well as a superior customer experience. India's digital consumer base is the second
largest in the world and growing at the second-fastest rate amongst major economies.
India's inclusive digital model is narrowing the digital divide within the country and
bringing benefits of technology to all segments of people. Share of NBFCs in overall
credit in India as at March 2024 stood approximately at Rs34.00 lakh crore (18%) as
against Rs 4.00 lakh crore (12%) March 2008.
Future Outlook:
Experts believe that NBFCs with strong fundamentals, affective risk management and good
corporate governance are well positioned for success. Strict adherence to Regulatory
norms, ethical lending practices, adapting technology with responsibility and customer
satisfaction will be crucial for success. With co-lending picking up and adequate funds at
their disposal, NBFC sector is expected to see sustained growth as credit demand recovers
and interest rates stabilise. Strategic partnership with traditional banks can unlock new
growth opportunities for NBFCs. Both Banks and NBFCs can have leverage in terms of Bank's
extensive infrastructure and NBFCs specialised services in certain functional areas.
Retaining customers and acquiring new clients will be critical for sustained growth of
NBFCs. The sector may witness consolidation and merger of small players. Sharing data
through common platforms like CKYCR and CICs will provide opportunities to NBFCs to
specialize in niche areas and offer innovative financial products. The use of scorecards
provided by the CICs and the data available with IUs, CERSAI/CKYC would enable the NBFCs
to improve their credit assessment capabilities. With the help of digital collection and
data analysis NBFCs are expected to improve their collection efficiency. Green and
sustainable financing is also emerging as a sunrise sector, with NBFCs playing a key role
in financing projects that promote environmental sustainability. The manufacturing sector
is also expected to maintain its momentum on the back of sustained profitability and
pick-up in rural demand. The Regulator appear to be very vigilant and ensures strict
compliance of regulatory directions which is very much essential for stability and
integrity of NBFC sector. However, the regulatory norms of recognition of asset quality
becoming 90 days (earlier 180 days) even for Base layer NBFCs is likely cause raise in
non-performing assets of some of the aggressive players.
The future of NBFCs in India appears to be positive, with the sector striving for
continued growth. As the economy grows more individuals and business, seek credit and
NBFCs appear to be in very good position to meet the demand.
Opportunities & Threat:
Credit to the rural people is one of the biggest opportunities NBFCs can bank upon.
Most of the Rural area in the country still having limited presence of banks and the
credit demand in the rural area picking up, with people in the Rural sector not having
borrowing history in the past, NBFCs have first mover advantage in terms of credit
assessment as well as faster delivery of credit. Yet another area which boosts for NBFC
credit is the Micro, Small and Medium enterprises [MSME] sector wherein NBFCs provide
funds based on their invoices due for payment with less paperwork. One of the key
advantages of NBFCs is their ability to be flexible in their lending practices. Unlike
banks, which have a rigid set of guidelines for lending, NBFCs can tailor their lending
practices to meet the specific needs of their clients. This has made them an attractive
option for those who are looking for more personalised financial services.
NBFC sector faces significant challenges, especially from the banking industry. Banks
targeting the same customer base as NBFCs will require scale, resulting in intensified
competition in the sector. There is increased competition from the existing players and
potential new entrants like fintech companies also. Ensuring new regulatory compliance,
accurate data reporting and consumer protection guidelines, mitigating cyber security
risks associated with the technology are the fresh challenges. Accessing low-cost funds
has always been a dream for this sector. Unlike banks, NBFCs are not allowed to have
Savings and Current accounts which account for substantial low-cost funds of banking
Industry. Even the term deposits also cost more for this sector as customers prefer Bank
FD for easy liquidity in case of emergency. Another challenge faced by the NBFCs is
getting refinance for their smooth working. The major source of refinancing all these days
was Bank credit, capital market and many a times from the competitors or large NBFCs. In
all the cases NBFCs have to work on a thin margin or spread and always bear the brunt of
recovery and bad debt.
Raising money from the capital market also has been not easy for the NBFCs in the last
couple of years with the failure & its after effect of some of the large NBFCs. With
the Financial market growing day by day ,the loan ticket size getting bigger and the
regulator also insisting for reasonable Net own funds in the coming years, survival of
many NBFCs becomes a question mark. Though the smaller NBFCs are exempted from capital
adequate ratio (CRAR), they cannot surpass the leverage ratio beyond 7. Increased
regulatory compliance, technology-oriented platforms, training need extra money on
educating people including the personnel.
RISKS & CONCERNS:
Credit & Operational Risks are the inherent risks associated with the business
module of NBFCs as most of them are exposed to non-traditional sector and clients with
poor or no past credit history. Default in repayment obligations by the borrowers and
effect of consequential actions, deterioration of quality of assets due to prolonged legal
battles have serious repercussion on the performance of NBFCs. Very often many NBFCs end
up losing substantial portion of the money lent when the loan assets go bad and the prime
or collateral securities are inadequate for the full recovery of the loan. Increased
default & poor recovery also results in Liquidity mismatch or Asset Liability mismatch
forcing the NBFCs to resort to borrowing at high interest rates so as to meet the
obligations. Fluctuating interest rates depending on the demand & supply of credit is
also a concern for the NBFCs. Studies indicate that unhealthy competition, poor KYC and
credit appraisal system, not so impressive Operational Risk Management system and absence
of standard operating systems were the root cause for the failure of some large NBFCs in
the sector. IFL always followed all the statutory and regulatory guidelines issued in
dealing with the situation. Your Company has appropriate policies in place to manage the
various risk associated with the business of the company. As mentioned in our earlier
year's reports, the cautious wait & watch approach adapted by the Company for the last
couple of years has enabled to survive the vulnerable market conditions. With the economy
& the business having crossed the pre-covid position and the Company having made
substantial progress in the concluded financial year, IFL wishes to increase the business
substantially in the ensuing financial year.
FUTURE PLANS:
In order to capitalise on the growing demand for financial needs of green power sector,
commercial last mile and turn around opportunities available in the market and growing
retail market, your company plans to increase the loan portfolio substantially with more
focus on entities and projects with regular cash flow to meet the expansion needs. Your
company plans to raise equity capital up to Rs 50.00 crore by way of Right's issue or any
other mode of capital raising during the year 2024-25.Your company is also planning to
raise refinance on existing and new portfolio from FIs /Banks within the eligible norms as
prescribed under the Regulatory norms.
TRANSFER TO RESERVES
The Company transferred Rs.15.10 Lacs to the statutory Reserves during the under
review.
CASH FLOW STATEMENT
In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation
34(2) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Cash flow statement for the financial year ended March 31, 2024 forms part of this Annual
Report.
DIRECTORS' RESPONSIBILITY STATE MENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of
Directors hereby state that;
1. In the presentation of the Annual accounts, applicable standards have been followed
and there are no material departures.
2. The Directors have selected such accounting policies and apply them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st
March, 2024 and profit/loss for the Company for the year ended 31st March 2024.
3. The Directors have taken proper and sufficient care in the maintenance of
adequate accounting records in accordance with the provisions of the Act for safe guarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
4. The Directors have prepared the annual accounts on a going concern basis.
5. The Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively and
6. The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
NUMBER OF MEETINGS OF BOARD
The Board met 6 times during the Financial Year ended 31st March 2024. These
were on 05-04-2023, 29-05-2023, 10-08-2023, 06-11-2023, 01-02-2024, 20-03-2024.
Name of Directors |
No. of Meetings attended |
Mr. Niranjan R. Jagtap |
4 |
Dr. K.R. Shyamsundar |
5 |
Dr. Bala V Kutti |
6 |
Ms. K B K Vasuki |
6 |
Mr. N.Bhaskara Chakkera |
6 |
Mr. Vineet Niranjan Jagtap |
2 |
AUDIT COMMITTEE
A qualified and Independent Audit Committee of the Board of the company is functioning.
It monitors and supervises the Management's financial reporting process with a view to
ensure accurate and proper disclosure, transparency and quality of financial reporting.
The committee reviews the financial and risk management policies and also the adequacy of
internal control systems and holds discussions with Statutory Auditors and Internal
Auditors. This is enhancing the credibility of the financial disclosures of the company
and also provides transparency.
a) Terms of reference
The role and terms of reference of the Audit Committee cover the areas mentioned under
Regulation 18 (3) of Listing Regulations and Section 177 of the Companies Act, 2013,
besides other terms as may be referred to by the Board of Directors from time to time.
b) Composition
The Company continued to derive immense benefit from the deliberation of the Audit
Committee comprising of Directors, Dr. K.R. Shyamsundar, Dr. Bala V Kutti and Ms. K B K
Vasuki who are highly experienced and having knowledge in project finance, accounts and
company law. Ms. K B K Vasuki is the Chairman of the Audit Committee. The Company
Secretary acts as the Secretary of the Audit Committee.
c) Meetings and attendance during the year
The Committee met 5 times during the Financial Year ended 31st March 2024.
These were on 05-04-2023, 29-5-2023,10-8-2023,06-11-2023,01-02-2024.
The details of the attendance of the Members are as follows:
Name of Directors |
No. of Meetings attended |
Mr. Niranjan R. Jagtap |
3 |
Dr. K.R. Shyamsundar |
4 |
Dr. Bala V Kutti |
1 |
Ms. K B K Vasuki |
4 |
d) Details of Recommendations of Audit Committee which were not accepted by the Board
along with reasons
During the year the Board of Directors has considered all the recommendations made by
the Audit Committee and has accepted and carried on the recommendations suggested by the
Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board
of Directors of the Company during the year under review.
e) Criteria for evaluation of the performance of the independent directors
The criteria for evaluation of the performance of Independent Directors, include their
qualification, experience, competency, knowledge, understanding of respective roles (as
Independent Director and as a member of the Committee of which they are
Members/Chairpersons), adherence to Codes and ethics, conduct, attendance and
participation in the meetings, etc.
NOMINATION AND REMUNERATION COMMITTEE
a) Term of reference
The role and terms of reference of the Nomination and Remuneration Committee cover the
areas mentioned under Regulation 19 (4) of Listing Regulations and Section 178 of the
Companies Act, 2013, besides other terms as may be referred to by the Board of Directors
from time to time.
b) Composition, name of members and Chairperson
The Committee consists of the following members of the Board Ms. K B K Vasuki
(Chairman), Dr. K.R. Shyamsundar and Dr. Bala V Kutti.
c) Meetings and attendance during the year
The Committee met on 10.08.2023, 01.02.2024 during the Financial Year 2023-24 and the
details of the attendance of the Members are as follows:
Name of Directors |
No. of Meetings attended |
Mr. Niranjan R. Jagtap (cessation |
1 |
on 20.11.2023) |
|
Dr. K.R. Shyamsundar |
2 |
Ms. K B K Vasuki |
2 |
Dr. Bala V Kutti |
1 |
STAKE HOLDERS RELATIONSHIP COMMITTEE
a) Term of reference
The role and terms of reference of the cover the areas mentioned under Section 178 of
the Companies Act, 2013, besides other terms as may be referred to by the Board of
Directors from time to time.
b) Composition, name of members and Chairperson
The Committee consists of the following members of the Board Dr. Bala V Kutti, Dr. K.R.
Shyamsundar and Ms. K B K Vasuki (Chairman).
c) Meetings and attendance during the year
The Committee met on 01-02-2024 during the Financial Year 2023-24 and all the members
were present.
THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BY THE DIRECTORS
None
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The details are available in the website of the Company at www.indusfinance.in
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct as per the Guidelines issued by the
Securities and Exchange Board of India for prevention of insider trading with a view to
regulate trading in securities by the Directors and designated employees of the Company.
The Code prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED
DURING THE YEAR
DIRECTOR AND DESIGNATION |
DATE |
1. Mr. Niranjan R Jagtap Independent Director |
Cessation -20/11/2023 |
2. Mr. N..Bhaskara Chakkera Executive Director |
Appointment- 01/02/2024 |
3. Mr. Vineet Niranjan Jagtap Independent Director |
Appointment- 01/02/2024 |
REAPPOINTMENT OF DIRECTORS RETIRING BY ROTATION
In terms of Section 152 of the Companies Act, 2013, Dr. Bala V Kutti (DIN 00765036) is
liable to retire by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
The Board of Directors based on the recommendation of Nomination and Remuneration
Committee, has recommended the reappointment of Dr. Bala V Kutti (DIN 00765036) retiring
by rotation.
COMPLIANCE WITH CODE OF CONDUCT
The Company has framed Code of Conduct for the Board of Directors and Senior Management
personnel of the Company. The Code of Conduct is available on the Company s website. All
the Board of Directors and Senior Management personnel have affirmed compliance with the
Code of conduct as on March 31, 2024.
As required under Regulation 26(3) and Schedule V (D) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a declaration from Mr. Nanchar Bhaskara
Chakkera, CEO to this effect has been furnished in the Annual Report as Annexure- 1.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Detailed information is provided in respect of loans under long term loans and advances
in Notes forming part of the financial Statements; similarly detailed information is
provided under Non- Current Investments in Notes forming part of the financial statements.
As regards guarantee, the Company has not provided any guarantee to any person or Bodies
Corporate.
BUSINESS RISK MANAGEMENT
The details are available in the website of the Company at
https://indusfinance.in/wpcontent/uploads/2021/06/RISK.pdf
BOARD EVALUATION:
Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made
by the Board, of its own performance and that of its committees and the individual
Directors. Schedule IV of the Companies Act,2013 and regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 states that the performance
evaluation of Independent Directors shall be done by the entire Board of Directors
excluding the Directors being evaluated.
Pursuant to the Provisions of Section 134 (3) (p) of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015 the Board has carried out an evaluation of its own performance,
the Directors individually as well as the evaluation of the working of its Committees. A
structured questionnaire was prepared after taking into consideration inputs received from
the Directors, covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance. A separate exercise was carried out to
evaluate the performance of individual Directors including the Chairman of the Board, who
were evaluated on parameters such as level of engagement and contribution, independence of
judgment, safeguarding the interest of the Company and its shareholders etc. The Directors
expressed their satisfaction with the evaluation process.
DEPOSITS:
During the year under review the company has not accepted any deposits from the public
within the ambit of section 73 of the companies Act, 2013 and the companies (Acceptance of
Deposits) Rules, 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There have been no significant and material orders passed by the courts or regulators
or tribunals impacting the going concern status and Company's operations.
VIGIL MECHANISM
As required under Section 177 of Companies Act, 2013 (the Act) and Regulation 22 of the
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Company has
established a vigil mechanism for Directors and employees to report genuine concerns
through the whistle blower policy of the Company as published in the website of the
Company. As prescribed under the Act and the Listing Regulations, provision has been made
for direct access to the Chairperson of the Audit Committee in appropriate or exceptional
cases.
FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY IF ANY
The Company does not have any Subsidiaries.
INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES
As of 31st March 2024, Your Company has 7 employees on its rolls. The
employees will be inducted in to permanent services of the Company after training to fill
up vacancies as when arises. Your company has not issued any shares under Employees Stock
Option Scheme during the year under review.
DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:
The above mentioned disclosure is not applicable to the company.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT
There were no material developments in relation to Human Resources / Industrial
Relations in your Company as the Company has minimum employee strength.
AUDITORS
As per section 139 (2) of the Companies Act, 2013 M/s. B.N MISHRA, Chennai (ICAI Firm
Registration No. 321095E) was appointed as Statutory Auditors of the company to hold the
office from the conclusion of 31st Annual General Meeting until the conclusion
of the 36th Annual General Meeting.The Independent Auditors Report given by the
Auditors on the financial statements of the Company is forming part of the Annual Report.
Details In Respect Of Frauds Reported By Auditors Under Sub-Section (12) Of Section 143
Other Than Those Which Are Reportable To The Central Government
NIL
ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual
return as per provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on the
website of the company www.indusfinance.in and can be accessed at
https://indusfinance.in/wp-content/uploads/2023/12/IFL-ANNUAL-RETURN-22-23.pdf .
INDEPENDENT DIRECTORS' DECLARATION
The Company has received declarations from all the Independent Directors on the board
of the Company for the year under review, confirming that they continue to meet with the
criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and
Regulation 25 & 16 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and amendments made under thereto.
Company's policy relating to Director's appointment, payment of remuneration and other
matters provided under Section 178(3) of the Companies Act, 2013:
The Board, on the recommendation of the Nomination and Remuneration Committee, had
framed a policy which inter alia provides the criteria for selection and appointment of
Directors, Key Managerial Personnel, Senior Management, evaluation of their performance
and the remuneration payable to them. The criteria for determining qualifications,
positive attributes and independence of Directors have been stated in the Nomination and
Remuneration Policy. The Nomination and Remuneration policy of the company is available in
the website of the Company at
https://indusfinance.in/wp-content/uploads/2021/06/EMPOLICY.pdf.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year 2023-24, your Company has complied with applicable
Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company
Secretaries of India.
CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy:
Steps taken or impact on conservation of energy |
The operations of the Company are not energy-intensive. However,
wherever possible, the Company strives to curtail the consumption of energy on a
continuing basis. |
Steps taken by the company for utilizing alternate sources of
energy |
|
Capital investment on energy conservation |
|
B. Technology absorption:
Efforts made towards technology absorption |
Not Applicable |
Benefits derived like product improvement, cost reduction, product
development or import substitution |
Expenditure on Research & Development, if any |
Details of technology imported, if any |
Year of import |
Whether imported technology fully Absorbed |
Areas where absorption of imported technology has not taken place,
if any |
C. Foreign Exchange Earning and Outgo:
Total Foreign exchange earned: NIL Total Foreign exchange outgo; NIL
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Your Company does not fall under the purview of Section 135 and Schedule VII of the
Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy)
Rules, 2014, as amended.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company is not required to have an Internal Complaints Committees as required under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. The Company firmly provides a safe, supportive and friendly workplace environment
and workplace where our values come to life through the underlying behaviours. Positive
workplace environment and a great employee experience are integral parts of our culture.
During the year under review, there were no cases filed pursuant to the provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year and the date of this
Report.
Disclosures pursuant to the provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year 2023-24 |
6.04 |
The percentage increase in remuneration of each director, Chief
Financial Officer, Company Secretary in the financial year 2023-24. |
NIL |
The percentage increase in the median remuneration of employees in
the financial Year 2023-24 |
NIL |
The number of permanent employees on the rolls of Company as on
31.03.2024 |
7 |
Average percentage increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentage increase in the managerial remuneration and justification
thereof. |
NIL |
Affirmation that the Remuneration is as per the Remuneration Policy |
The remuneration is as per the Nomination and Remuneration Policy for
the Directors, Key Managerial Personnel and Other Employees of the Company, formulated
pursuant to the provisions of Section 178 of the Companies Act, 2013 |
Particulars of Employees and Related Disclosures
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the top ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules forms part of this Report. Disclosures relating to remuneration
and other details as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of
this Report. Having regard to the provisions of the second proviso to Section 136(1) of
the Act and as advised, the Annual Report excluding the aforesaid information is being
sent to the members of the Company. Any member interested in obtaining such information
may address their email to contact@indusfinance.in.
REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES
2014
Change in nature of business, if any: NIL
Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures or
associate companies during the year:\ NA
TRANSACTIONS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to in
section 188(1) and applicable rules of the Companies Act, 2013 is provided with respect to
the list of Related Parties under the Notes on accounts and with respect to transactions
with related parties are given in detailed under note No.24 of the notes on accounts in
the format Form AOC-2, which forms part of this report in Annexure II.
COST AUDIT & COST REPORT
Provisions relating to cost audit are not applicable to the Company. Similarly, the
Central government has not prescribed the maintenance of Cost Records under Section 148
(1) of the Act.
SECRETARIAL AUDIT REPORT
M/s. KRA & Associates, Practising Company Secretaries are the Secretarial Auditor
of the Company for the year under review and the report received from Ms.Aishwarya-
Partner, M/s. KRA & Associates is attached with this report in Form No. MR-3 under
Annexure III .As regards to the observation of the Secretarial Auditor in her report, your
company is taking steps for appropriate solution.
ADEQUACY OF INTERNAL CONTROL
Your Company has effective and adequate internal control systems in combination with
delegation of powers. The control system is also supported by internal audits and
management reviews with documented policies and procedures.
M/s. Kailash Jain & Associates are the Internal Auditors who continuously monitor
and strengthen the financial control procedures in line with the operations of the
Company.
PERSONNEL
Employee relations have been very cordial during the financial year ended March 31,
2024. The Board wishes to place on record its appreciation to all the employees in the
Company for their sustained efforts and immense contribution to the high level of
performance and growth of the business during the year. The Management team of the Company
comprises of experienced passionate driven professionals committed to the organizational
goals.
ACKNOWLEDGEMENT
The Directors wish to place on record their sincere thanks and gratitude to all its
Shareholders, Bankers, State Governments, Central Government and its agencies, statutory
bodies and customers for their continued co-operation and excellent support extended to
the Company from time to time. Your Directors place on record their utmost appreciation
for the sincere and devoted services rendered by the employees at all levels.
Place: Chennai |
Date:27-05-2024 |
For and on behalf of the Board of |
INDUS FINANCE LIMITED |
Bala V Kutti |
Chairman |
DIN : 00765036 |
#MDEnd#