To
The Members,
Your Directors are pleased to present the 40th Annual Report along with
Audited Financial Statements of the Company for the year ended 31st March 2025.
1. FINANCIAL RESULTS
(INR in Millions)
Particulars |
2024-25 |
2023-24 |
Total Income including exceptional items |
17413.66 |
28,870.10 |
Profit / (Loss) Before Depreciation |
157.24 |
235.58 |
Less : Depreciation |
11.51 |
8.99 |
Profit / (Loss) Before Exceptional Item &
Tax |
145.73 |
226.59 |
Exceptional Items |
125.99 |
- |
Profit / (Loss) Before Tax |
19.74 |
226.59 |
Less : Income Tax |
36.33 |
66.43 |
Less : Deferred Tax |
(36.14) |
8.24 |
Profit / (Loss) After Tax from Continuing
Operations |
19.55 |
151.92 |
Profit / (Loss) After Tax from Discontinuing
Operations |
0 |
0 |
Profit / (Loss) for the year |
19.55 |
151.92 |
Other Comprehensive Income Net of Tax |
(0.82) |
(2.03) |
Total Comprehensive Income for the year |
18.73 |
149.89 |
The Financial Statements of the Company, prepared in accordance with
Indian Accounting Standards (IND AS) including the rules notified under the relevant
provisions of the Companies Act, 2013, form part of the Annual Report and Accounts.
2. RESULT OF OPERATIONS AND THE STATE OF AFFAIRS
The Profit before Tax from Continuing Operations for the year 2024-25
is INR 19.74 Million as against the profit of INR 226.59 Million in the previous year.
Profit after Tax from Continuing Operations in 2024-25 stood at INR 19.55 Million as
against the profit of INR 151.92 Million in the previous year.
Your Company's total income during the year under review was INR 18.73
Million as compared to INR 149.89 Million in the previous year.
3. RESERVES
During the year under review, no amount was transferred to General
Reserve. An amount of INR 2147.28 millions (previous year INR 2127.73 millions) is
proposed to be held as Retained Earnings.
4. DIVIDEND
In order to conserve resources of the Company for continuing its
business operations, the Company has not declared dividend. The dividend distribution
policy of the Company is available on the website of the Company at
https://www.indiaforexonline.com/invester-pdf/DelphiPolicies/DIVIDEND%20DISTRIBUTION%20POLICY.
pdf.
5. SHARE CAPITAL
During the year under review, there was no change in the share capital
of the Company. The Authorised Share Capital f the Company is INR 15,00,00,000/- and the
paid up Equity Share Capital of the Company is INR 11,12,78,900/- comprising of
1,11,27,890 equity shares of INR 10/- each.
6. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES
As at 31st March, 2025, the Company does not have any Subsidiary,
Associate, or Joint Venture Company; therefore, the requirement of form AOC-1 is not
applicable. The Company is a subsidiary of EbixCash World Money Limited.
The Company has adopted a Policy for determining the criteria of
Material Subsidiary which can be viewed on the Company's website at
https://www.indiaforexonline. com/invester-pdf/DelphiPolicies/POLICY%2QFOR%20
DHTHRMINING%20MATHRIAL%20SUBSIDIARIHS.pdf.
7. DEPOSITS
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read
with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
Hence, the requirement of providing details relating to deposits and also of deposits
which are not in compliance with Chapter V of the Act, is not applicable.
8. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS
AND SECURITIES
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose are given in the notes to the Financial
Statement.
9. INTERNAL FINANCIAL CONTROLS OVER FINANCIAL
STATEMENT
The Company has a robust and well embedded system of internal controls
facilitated through appropriate IT system and workflows, which are reviewed and upgraded
based on risk control testing performed from time to time. Comprehensive policies,
guidelines and procedures are laid down, reviewed and updated for all business processes
and these are accessible to the concerned employees through the designated web page. The
internal control system has been designed to ensure that financial and other records are
reliable for preparing financial statements, management reporting for business performance
management and for maintaining accountability of assets
Details regarding internal controls and internal financial controls,
along with their adequacy, are provided in the Management Discussion and Analysis section,
which forms part of this Report.
10. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts, arrangements, and transactions entered into by the
Company with related parties during the financial year under review were conducted in the
ordinary course of business and on an arm's length basis.
Accordingly, the disclosure of related party transactions in Form AOC-2
is not applicable. However, detailed disclosure on related party transactions as per IND
AS- 24 containing name of related parties and details of the transactions entered into
with them have been provided under Note No. 45 Financial Statements.
In line with the requirements of the Act and SEBI Listing Regulations,
Board in its meeting held on 29th April 2025 updated the Policy on the materiality of
related party transactions and the manner of dealing with such transactions. The updated
policy is available on the Company's website at the following link: https://www.
indiaforexonline.com/invester-pdf/DelphiPolicies/
POI,ICY%20ON%20DETERMINE%20MATERII,ITY%20 OF%20EVENT.pdf
11. CORPORATE GOVERNANCE REPORT
The Company has complied with the Corporate Governance requirements as
stipulated under the Listing Regulations. A separate section on corporate governance,
along with a certificate from the practicing company secretary confirming Corporate
Governance compliance is provided as Annexure-I of the Corporate Governance Report
forming part of this Report.
12. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company complies with all applicable
secretarial standards issued by the Institute of Company Secretaries of India in terms of
section 118(10) of the Act.
13. CREDIT RATING
The Credit rating obtained by the Company during the year under review
is as under:
Credit Rating Agency |
Facilities |
Rating |
Care Edge Ratings |
Long Term Bank Facilities |
CARE BB+; Stable |
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2025, the Company's Board had 6 (Six) Directors
comprising of 1 Executive Director, 2 NonExecutive Directors and 3 Independent Directors
including 1 Independent Woman Director. The details of Directors and composition of
various committees of the Board and other details are provided in Corporate Governance
report which forms part of the Integrated Annual Report.
Re-appointment / Appointment
During the period under review, following directors were appointed:
1. The members of the Company have approved, through postal ballot, the
re-appointment of Mr. Deepak Bhan as an Independent Director for a further term of
five years, effective from May 22, 2024.
2. The members of the Company have approved, through postal ballot, the
re-appointment of Mr. Sanjay Malhotra as an Independent Director for a further term
of five years, effective from May 22, 2024..
3. The Board of Directors, based on the recommendation of the
Nomination & Remuneration Committee, approved the appointment of Ms. Seema Joshi w.e.f.
12th November, 2024 as an additional director in the category of Independent Director.
Subsequently, members of the Company, through postal ballot did not regularized her
appointment and accordingly, her office was vacated w.e.f. 9th February, 2025.
4. The Board of Directors, based on the recommendation of the
Nomination & Remuneration Committee, approved the appointment of Mr. Shri Pal Goel w.e.f.
12th November, 2024 as an additional director in the category of Independent Director.
Subsequently, members of the Company, through postal ballot regularized his appointment.
5. The Board of Directors, based on the recommendation of the
Nomination & Remuneration Committee, approved the appointment of Mr. Tiruvanamalai
Chandrashekaran Guruprasad w.e.f. 12th November, 2024 as an additional director in the
category of NonExecutive - Non Independent Director. Subsequently, members of the Company,
through postal ballot regularized his appointment.
6. The Board of Directors, based on the recommendation of the
Nomination & Remuneration Committee, approved the appointment of Mr. Chaganti Samba
Murty w.e.f. 19th December, 2024 as an additional director in the category of
Non-Executive - Non Independent Director. Subsequently, members of the Company, through
postal ballot regularized his appointment.
7. The Board of Directors, based on the recommendation of the
Nomination & Remuneration Committee, approved the appointment of Ms. Vani Mahajan w.e.f.
8th January, 2025 as an additional director in the category of Independent Director.
Subsequently, members of the Company, through postal ballot regularized her appointment.
8. The Board of Directors, based on the recommendation of the
Nomination & Remuneration Committee, approved the appointment of Mr. Ajai Kumar w.e.f.
8th January, 2025 as an additional director in the category of Independent Director.
Subsequently, members of the Company, through postal ballot regularized his appointment.
9. The Board of Directors approved the appointment of Mr. Vinay
Singh w.e.f. 28th May, 2024 as a Company Secretary of the Company.
Mr. Hariprasad Meenoth Panichikkil (DIN: 09473253), Whole-time
Director, who is liable to retire by rotation at the ensuing annual general meeting
('AGM") of the Company and being eligible, has offered himself for re-appointment as
per the provisions of the Act. Based on performance evaluation and the recommendation of
Nomination and Remuneration Committee, the Board recommends his reappointment. A brief
profile of Mr. Hariprasad is provided in the Notice of ensuing AGM along with appropriate
resolution for his re-appointment for the approval of the members of the Company at the
ensuing AGM.
Resignation / Cessation
During the period under review, following directors were ceased:
1. Ms. Sheetal Singh resigned as an Independent Director of the
Company w.e.f. 7th October, 2024 due to personal health issues and unavoidable
circumstances. She further confirmed that there was no material reason for her
resignation.
2. Mr. Sanjay Malhotra resigned as an Independent Director of the
Company w.e.f. 9th October, 2024 due to personal reason. He further confirmed that there
was no material reason for his resignation.
3. Mr. Deepak Bhan resigned as an Independent Director of the
Company w.e.f. 25th October, 2024 due to pre-occupation. He further confirmed that there
was no material reason for his resignation.
4. Mr. Satya Bushan Kotru resigned as Director of the Company
w.e.f. 23rd December, 2024 due to preoccupation. He further confirmed that there was no
material reason for his resignation.
5. Mr. Vikas Verma resigned as Director of the Company w.e.f. 13rd
January, 2025 due to pre-occupation. He further confirmed that there was no material
reason for his resignation.
6. Ms. Seema Joshi office was vacated w.e.f. 9th February, 2025,
due to non-confirmation of her appointment by members.
7. Mr. Shivam Aggarwal resigned as Company Secretary of the Company
w.e.f. 10th May, 2024.
Declarations and Confirmation on Independent Director(s)
Independent Directors have submitted their declaration of independence,
stating that:
(i) they continue to fulfil the criteria of independence as required
pursuant to section 149(6) read with schedule IV of the Act and regulation 16(l)(b) of the
SEBI Listing Regulations;
(ii) they have confirmed that they are not aware of any circumstances
or situation which exist or may be anticipated, that could impair or impact their ability
to discharge their duties in terms of regulation 25(8)of the SEBI Listing Regulations;
(iii) they are not debarred from holding the office of Director
pursuant to any SEBI order or order of any such authority; and
(iv) there has been no change in the circumstances affecting their
status as Independent Director of the Company.
All Independent Directors have affirmed compliance to the code of
conduct for independent directors as prescribed in schedule IV to the Act. In Board's
opinion, the Independent Directors are persons of high repute, integrity and possess the
relevant expertise and experience in their respective fields. The Independent Directors
have also confirmed that they have complied with the Company's code of conduct.
Independent Directors have also confirmed that they have registered their names in the
independent directors' databank with the Indian Institute of Corporate Affairs.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act,
2013 with respect to Directors' Responsibility Statement, it is hereby confirmed by
the Board of Directors: -
a. that in the preparation of the annual accounts for the financial
year ended 31st March, 2025, the Indian Accounting Standards (IND AS) has been followed
along with proper explanation relating to material departures;
b. that they had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the year ended on that period.
c. that they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. that they had prepared the accounts for the financial year ended
31st March, 2025 on a 'going concern' basis.
e. that they had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and are operating
effectively; and
f. that they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
16. STATEMENT INDICATING THE MANNER IN WHICH FORMAL EVALUATION HAS BEEN
MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
Pursuant to applicable provisions of the Act and SEBI Listing
Regulations, the Board, in consultation with Nomination and Remuneration Committee, has
formulated a framework containing, inter-alia, the criteria for performance evaluation of
the entire Board, its Committees, Chairperson and Individual Directors,including
Independent Directors.
The Nomination and Remuneration Committee of the Board continuously
evaluates the performance of the Board and provides feedback to the Chairperson of the
Board.
The Independent Directors had a separate meeting without the presence
of any non-independent directors and management and considered and evaluated the Board's
performance, performance of the Chairperson and other non-independent directors and shared
their views with the Chairperson.
The directors expressed their satisfaction with the evaluation process.
The results of evaluation showed high level of commitment and engagement of Board, its
various committees and management;
17. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee selects the candidate to be
appointed as the Director on the basis of the requirement and enhancing the competencies
of the Board of the Company.
The current policy is to have a balance of executive, nonexecutive
Directors and Independent Directors to maintain the independence of the Board and to
separate its functions of governance and management. The composition of Board of Directors
during the year ended March 31, 2025 are in conformity with Regulation 17 of the SEBI
(Listing Obligations and Disclosures Requirements) Regulations 2015 read with Section 149
of the Companies Act, 2013.
The policy of the Company on directors' appointment, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of Section 178 of the Companies Act,
2013 and the remuneration paid to the directors are governed by the Nomination and
Remuneration Policy of the Company. The remuneration policy as above is also available on
the website of the company https:// www.indiaforexonline.com/invester-pdf/DelphiPolicies/
NOMINATION%20AND%20REMIJNERATION%20POI.IC .
18. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The key philosophy of all CSR initiatives of the Company is to continue
commitment by business to contribute to economic development while improving quality of
life of workforce and their families as well as society at large.
In terms of the provisions of section 135 of the Act, read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended from time to
time) the Board has constituted a Corporate Social Responsibility ("CSR")
Committee. The composition and terms of reference of the CSR Committee
is provided in the Corporate Governance Report which forms part of this Report.
The Company has adopted a CSR Policy in accordance with the provisions
of the Act and rules made thereunder. The CSR Policy of the Company outlines its CSR focus
areas, guiding principles for CSR activities, identified sectors, reporting mechanism etc.
CSR policy is uploaded on the website of the Company: https://www.indiaforexonline.
com/invester-pdf/DelphiPolicies/CSR%20PQLICY.pdf.
The Company's CSR initiatives is on the focus areas approved by the
Board benefiting the community. The obligation for spending the funds on CSR activities
for the year 2024-25 was approximately INR 3.77 million and the Company had spent an
amount of INR 3.90 million. The Annual Report on CSR activities is annexed as a separate Annexure
II.
19. MATERIAL CHANGES AND COMMITMENTS
In terms of Section 134(3) (l) of the Companies Act, 2013, except as
disclosed elsewhere in this Report, no material changes and commitments which could affect
the Company's financial position have occurred between the end of the financial year and
the date of this Report.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which
can have significant impact on the going concern status and the Company's operations in
future.
21. ANNUAL RETURN
The Annual Return of the Company in Form MGT-7 as required under
Section 134(3)(a) and 92(3) of the Companies Act, 2013, for the financial year ended 31st
March 2025 is available on the website of the company at www.indiaforexonline.com.
22. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and / or Board under
Section 143(12) of the Act and Rules framed thereunder.
23. DISCLOSURE OF PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTFLOW
Pursuant to Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, disclosure of particulars regarding Conservation of
Energy, Research and Development, Technology Absorption are not applicable to the Company.
The details of Foreign exchange earnings and utgo are as follows:
(INR in Million)
Particulars |
Year Ended March 31, 2025 |
Year Ended March 31, 2024 |
Foreign Exchange |
NIL |
NIL |
Earnings in Foreign Exchange |
241.67 |
278.39 |
Exports of Foreign Currency |
Nil |
Nil |
Receipts from Money Transfer |
43,018.77 |
51,420.22 |
Expenditure in Foreign Exchange |
Nil |
Nil |
Travelling expenses |
Nil |
Nil |
Commission payments |
6.10 |
14.12 |
Import of Foreign Currency |
Nil |
Nil |
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORK PLACE (PREVENTION, PROHIBIITION AND REDRESSAL) ACT, 2013
The Company strongly believes in providing a safe and harassment free
workplace for every individual through various interventions, policies and practices. The
Company has a policy for prevention of sexual harassment of women at workplace and also
complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The policy aims at prevention of harassment of all employees of the Company and
lays down the guidelines for identification, reporting and prevention of sexual
harassment. The Company has complied with the provisions relating to constitution of
Internal Committee ("IC") as specified under POSH.
The Company committed to provide equal employment opportunity provides
and is committed to creating a healthy working environment that enables employees to work
without fear of prejudice, gender bias and sexual harassment. The Company also believes
that all employees of the Company have the right to be treated with dignity. Sexual
harassment at the work place or other than work place, if involving employees, is a grave
offence and is, therefore, punishable.
During the year under review no complaint was received in relation to
Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013
and their breakup is as under:
a) No. of Complaints filed during the financial year ended 31.03.2025 :
NIL
b) No. of Complaints disposed of during the financial year : NIL
c) No. of pending Complaints as on 31.03.2025 : NIL
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis, as stipulated under Regulation 34
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part
of this report has been given under separate section.
26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND
Transfer of Unclaimed Dividend to IEPF
As required under Section 124 of the Companies Act 2013, the Unclaimed
Dividend amount aggregating to INR 9,67,224/- pertaining to the financial year 2016-17
lying with the Company for a period of seven years were transferred during the financial
year 2024-25, to the Investor Education and Protection Fund established by the Central
Government.
Transfer of shares to IEPF:
As required under Section 124 of the Companies Act, 2013, the Company
has 39,160 equity shares, in respect of which dividend has not been claimed by the members
for seven consecutive years or more, have been transferred by the Company to the Investor
Education and Protection Fund Authority (IEPF) during the financial year 2024-25.
27. AUDITORS & THEIR REPORT STATUTORY AUDITORS
The members of the Company had appointed T R Chadha
& Co LLP, Chartered Accountants (Firm Registration No.
006711N/N500028) as Statutory Auditors of the Company for a term of 5 (five) consecutive
years from conclusion of 35th Annual General Meeting until the conclusion of 40th Annual
General Meeting. T R Chadha & Co LLP has confirmed that it satisfies the independence
criteria required under the Act and the code of ethics issued by the Institute of
Chartered Accountants of India.
The Board of Directors on recommendation of Audit Committee approved
the re-appointment of T R Chadha & Co LLP, Chartered Accountants, at its meeting held
on 29th April, 2025 as the Statutory Auditors of the Company, subject to the approval of
the members in the ensuing Annual General Meeting. The Company has received a certificate
from the Auditors confirming that their re-appointment, if approved, would be within the
limits prescribed under the Companies Act, 2013, and that they are not disqualified from
being re-appointed. The proposed re-appointment is for a further term of five (5)
consecutive years, commencing from the conclusion of the 40th Annual General Meeting until
the conclusion of the 45th Annual General Meeting.
Auditors' remarks in their report read with the notes to accounts
referred to by them are self-explanatory. There has been no fraud reported by the
Statutory Auditors of the Company.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Regulation 24A of the Listing Regulation, the Company has appointed M/s SRC & Co.,
Company Secretaries, a peer reviewed firm, as Secretarial Auditor of the Company for the
FY 2024-25. The Report of the Secretarial Auditor is annexed to the Report as per Annexure
III.
The Secretarial Audit Report for the financial year ended March 31,
2025, states that during the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
In line with the recent amendments in the listing regulations, Board of
Directors at its meeting held on 29th April, 2025, has appointed M/s SRC & Co.,
Company Secretaries, a peer reviewed firm, as Secretarial Auditor of the Company for a
period of five consecutive years commencing from FY 202526 and recommended the same to the
members for their approval.
28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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,
percentage increase in remuneration, ratio of remuneration of each Director and Key
Managerial Personnel to the median of employees' remuneration is enclosed as Annexure-IV
to this report.
A statement comprising the names of top 10 employees in terms of
remuneration drawn and every person employed throughout the year, who were in receipt of
remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not being sent along with this annual report to the
members of the Company in line with the provisions of Section 136 of the Act. Members who
are interested in obtaining these particulars may write email to the Company Secretary on
corp.relations@ebixcash.com.
29. MAINTAINENCE OF COST RECORDS AND AUDIT
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for
the business activities carried out by the Company.
30. DISCLOSURE:
MEETINGS OF THE BOARD
Regular meetings ofthe Board and its Committees are held to discuss and
decide on various business policies, strategies, financial matters and other businesses.
During the year under review, the Board of Director of the Company met 4 (Four) times.
These meetings of the Board of Directors were held on 28th May, 2024, 14th August, 2024,
14th November, 2024 and 6th February, 2025. Due to business exigencies, the Board has also
been approving several proposals through resolution by circulation from time to time.
The composition of Board of Directors as on 31st March 2025 is in
conformity with section 173 of the Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosures Requirements) Regulations 2015 (SEBI Listing
Regulations) read with Section 149 of the Companies Act, 2013 or other applicable
provisions & circulars. For further details, please refer Report on Corporate
Governance attached to this Annual Report.
INDEPENDENT DIRECTOR
During the year under review, the Independent Directors of the Company
met once on 18th March, 2025. For further details, please refer Report on Corporate
Governance attached to this Annual Report.
AUDIT COMMITTEE
The Audit Committee comprised of 2 Independent Directors and 1
Non-Executive Director as its members as on 31st March, 2025. The Chairman of the
Committee is an Independent Director. The Members possess adequate knowledge of accounts,
audit, finance, etc.
The composition of the Audit Committee is in conformity with
requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the
Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)
Regulations, 2015.
During the year ended 31st March 2025, the Committee met 4 (four) times
on 28th May, 2024, 14th August, 2024, 14th November, 2024 and 6th February, 2025. For
further details, please refer Report on Corporate Governance attached to this Annual
Report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprised of 2 Independent
Directors and 1 Non-Executive Director as on 31st March, 2025. The Chairman of the
Committee is an Independent Director.
The Composition of the Nomination and Remuneration Committee is in
conformity with requirements of section 178 the Companies Act, 2013 and Regulation 19 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year ended 31st March, 2025, the Committee met 1 (one) time
on 28th May, 2024. For further details, please refer Report on Corporate Governance
attached to this nnual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee comprised of Independent
Director, 1 Executive Director and 1 NonExecutive Director as on 31st March, 2025. The
Chairman of the Committee is a Non-Executive Director.
The Composition of the Stakeholders Relationship Committee is in
conformity with the requirements of the Companies Act, 2013 and Regulation 20 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year ended 31st March, 2025, the Committee met 10 (Ten)
times on 3rd May, 2024, 27th June, 2024, 28th June, 024, 26th July, 2024, 23rd August,
2024, 30th August, 2024, 27th September, 2024, 4th October, 2024, 1st January, 2025 and
14th February, 2025. For further details, please refer Report on Corporate Governance
attached to this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee (CSR) comprised of 1
Independent Director 1 Executive Director and 1 Non-Executive Director as on 31st March,
2025.
The Composition of the CSR Committee is in conformity with requirements
of the provisions of the Section 135 of the Companies Act, 2013. During the year ended
31st March, 2025, the Committee consider and approve the matter related to CSR through
circulation.
RISK MANAGEMENT COMMITTEE
The Risk Management Committee comprised of 1 Independent Director, 1
Executive Director and 1 Non-Executive Director. The Composition of the Risk Management
Committee is in conformity with requirements of Regulation 21 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
During the year ended 31st March, 2025, the Committee met 2 (Two) times
on 30th May, 2024 and 2nd December, 2024.
Risk Management Committee which has been entrusted with the
responsibility to assist the Board in :-
(a) overseeing and approving the Company's enterprise wide risk
management framework; and
(b) identifying and assessing that all the risks that the organization
faces such as strategic, financial, credit, market, liquidity, security, property, IT,
legal, regulatory, reputational and other risks and to ensure that there is an adequate
risk management infrastructure in place capable of addressing those risks.
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives. The
Company's management systems, organisational structures, processes, standards, code of
conduct and behaviours together form the Management System that governs how the Company
conducts the business and manages associated risks.
VIGIL MECHANISM
The Company promotes integrity and ethical behaviour in its business
activities and has a whistle blower policy in place to provide appropriate avenues to the
stakeholders to raise bona-fide concerns relating to unethical and improper practices,
irregularities, governance weakness, financial reporting issues or any other wrongful
conduct and to prohibit the victimisation of the whistle blowers.
A whistle blower can raise his/her concerns with the designated
official as defined under the whistle blower policy and under exceptional circumstances
with Audit Committee. The investigations relating to the concern is required to be carried
out by/or under the instructions ofthe Ethics and Compliance Committee comprising of
members from senior leadership and Internal Auditor as members. Any allegations that fall
within the scope of the concern are investigated and resolved appropriately. Further,
during FY 2024-25, no individual was denied access to the Chairman of Audit Committee for
reporting concerns, if any.
The Vigil Mechanism ofthe Company, which also incorporates a whistle
blower policy in terms of the Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. No complaint was received during the year and
was pending at the end of the year. The Policy on vigil mechanism and whistle blower may
be accessed on the Company's website at https://www.indiaforexonline.com/
invester-pdf/DelphiPolicies/WHISTI,E%20BI,OWER%20 POLICY.pdf.
THE DETAILS OF APPLICATION MADE /PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
The Company has not made any application during the year and no
proceeding is pending under Insolvency & Bankruptcy Code, 2016 (IBC).
OTHER GENERAL DISCLOSURES
There was no instance of onetime settlement with any Bank or
Financial Institution.
There was no revision in the financial statements and Board's
Report.
There was no change in the nature of business.
There was no instance where the Company failed to implement any
corporate action within the prescribed statutory timelines.
The Chairperson & Managing Director of the Company has not
received any remuneration or commission from any of its subsidiaries during the year.
31. ACKNOWLEDGEMENT
Your Directors express their grateful appreciation to concerned
Departments of Central/State Governments, Financial Institutions & Bankers, Western
Union Financial services Inc., Customers and Vendors for their continued assistance and
co-operation. The Directors also wish to place on record their deep sense of appreciation
for the committed services of the employees at all levels. They are also grateful for the
confidence and faith that you have reposed in the Company as its member.
|
FOR AND ON BEHALF OF THE BOARD |
PLACE : MUMBAI |
TIRUVANAMALAI CHANDRASHEKARAN GURUPRASAD |
DATE : 09.07.2025 |
CHAIRPERSON |