Indo-City Infotech Ltd

II. TRANSFER TO RESERVE:

Company has transferred 20 % of the profit to reserve fund as per section 45-IC (1) of Reserve Bank of India Act, 1934 during the year.

III. DIVIDEND :

To conserve the resources, the directors express their inability to recommend any dividend for the year under review.

IV. PERFORMANCE: (Rs. in 000's)

Total income of the company during the year under review was Rs. 210,135.02/- as against Rs. 180,971.30/- for the previous year and the profit after tax for the year stood at Rs. 3877.67/- as against Rs. (1230.31)/- for the previous year.

V. FUTURE OUTLOOK:

The company is working to expand its activities in the field of finance and investment and analyzing the current opportunities in the industry to work towards. The Name of the Company is desired to be changed to reflect the business activities of the company and accordingly, name of the Company is proposed to be changed from “Indo-City Infotech Limited” to “Always First Finance Limited” or “Indo-City Finance Limited” or any other name subject to the approval of the Central Government and the shareholders of the company, Reserve Bank of India, Bombay Stock Exchange or any other statutory authorities. Thus, as per the provisions of Sections 13 of the Companies Act, 2013, approval of the shareholders was required to be accorded for changing the name of the Company and consequent alteration in the Memorandum of Association and Articles of Association by way of passing a Special Resolution and the necessary resolution was passed in the 27^th AGM of the company and procedure for the same is ongoing.

VI. BOARD OF DIRECTORS:

Mrs. Shashi Aneel Jain (DIN: 00103505), Non-Executive Director who retires by rotation at the ensuing 32^nd Annual General Meeting and being eligible, offers herself for re-appointment.

Mr. Arun Hariram Bubna (DIN 08406885) was appointed as an Independent (Non-executive) Director for second term of five consecutive years from the conclusion of the 31^st AGM and ending at the 36^th AGM of the company.

Mr. Brij Kishor Gupta (DIN: 00225078) the Independent Non-Executive Director of the company completes his second consecutive term at the conclusion of the 32^nd AGM of the company.

Mr. Aneel Jain (DIN: 00030742), the Managing Director and Chairman was reappointed at the 29^th AGM of the company for a term of five consecutive years till the conclusion of the 34^th AGM of the company to be held in the year 2026.

Mr. Girdharilal Gupta (DIN: 10720014) is proposed to be appointed as an Independent (Non-Executive) Director for a term of three consecutive years from the conclusion of the 32^nd AGM and ending at the 35^th AGM of the company.

VII. LISTING:

The Equity shares of the Company continue to be listed at the Bombay Stock Exchange Limited (BSE). The Company had paid the requisite listing fees to the said stock exchange for the financial year 2023-24.

VIII. REPORT ON CORPORATE GOVERNANCE:

Your company has been proactive in following the principle and practice of good corporate governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Regulation 27(2)(a) of the Listing Regulations of the Stock Exchanges are complied with.

A separate statement on corporate governance is annexed as a part of the Annual Report along with the Secretarial Auditor's certificate on its compliance. A report in the form of Management Discussion and Analysis, pursuant to Regulation 27(2)(a) of the Listing Regulations, as a part of this report forms a part of the Annual Report.

IX. STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, ASAT & Associates (formerly known as M/s M S Jhanwar & Co.), Chartered Accountants (Firm Reg. No.: 130701W) were appointed as statutory auditors of the Company from the conclusion of the 28^th (Twenty Eighth) Annual General Meeting (AGM) of the Company held on October 21, 2020 till the conclusion of the 33^rd (Thirty Third) Annual General Meeting (AGM) to be held in the year 2025.

X. SHARE CAPITAL:

A. Issue of equity shares with differential rights: The Company has not made any fresh issue during the year under this clause. B. Issue of sweat equity shares: The Company has not made any fresh issue during the year under this clause. C. Issue of employee stock options: The Company has not made any fresh issue during the year under this clause.

XI. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has a Vigil Mechanism/Whistle Blower Policy for your Directors and employees to safeguard against victimization of persons who use vigil mechanism/Whistle Blower Policy to report their genuine concerns. Your company has not received any complaints.

XII. AUDITORS REPORT:

The audit report for the year is unmodified, i.e., it does not contain any qualification, reservation or adverse remark or disclaimer.

XIII. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

XIV. RESERVE BANK OF INDIA GUIDELINES FOR NBFCs:

Reserve Bank of India (RBI) granted Certificate of Registration to the Company on October, 16, 2000 vide Registration No. B.-13.00577, to commence the business of non-banking financial institution without accepting deposits. The Company has complied with and continues to comply with all the applicable regulations and directions of the RBI.

XV. PARTICULARS OF EMPLOYEES: ( Rs. in 000's)

Provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company, as the Company has not employed any employee whose salary exceeds Rs. 10,200/- per annum or Rs. 850/- per month during the financial year ending 31^st March, 2024.

XVI. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 to the extent applicable is annexed herewith as “ANNEXURE I”.

XVII. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, the Directors, based on their knowledge and belief and the information and explanations obtained, confirm that: a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities; d. The Directors have prepared the annual accounts on a going concern basis; e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

XVIII. MEETINGS OF BOARD OF DIRECTORS:

During the year, 9 (Nine) meetings of the Board of Directors of the Company and 4 (Four) meetings of the Audit Committee of the Board were convened and held. The details of date of meetings and the attendance of each director at the Board Meetings and Committees are provided in the Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

XIX. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement, wherever applicable.

XX. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Girish Murarka & Co., (ACS No. 7036, CP No. 4576), a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit for the year ended 31st March, 2024 is annexed herewith as “ANNEXURE II” forming part of the report.

XXI. EXTRACT OF ANNUAL RETURN:

The Annual Return in Form MGT-7 for the financial year ended 31st March, 2024, is available on the website of the Company at www.indocity.co.

XXII. DECLARATION OF INDEPENDENT DIRECTORS:

Pursuant to section 134(3)(d) of the Companies Act, 2013, your Company confirms having received necessary continued declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

XXIII. DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories, Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

XXIV. ELECTRONIC VOTING:

Your Company has entered into an agreement with CDSL for providing facility of remote e-voting to its shareholders for casting their vote electronically in the ensuing Annual General Meeting.

XXV. BOARD PERFORMANCE EVALUATION:

Pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Schedule IV thereto and in terms of Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a policy for the performance evaluation of all Directors, the Board of Directors have a process to formally evaluate the effectiveness of the Board, its Committees along with performance evaluation of each Director to be carried out on an annual basis. Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out during the financial year 2023-24. Performance of each of your Directors is evaluated on the basis of several factors by the entire Board excluding the Director being evaluated. Your Company also has a Performance Evaluation Policy for its Independent Directors and Executive Directors which inter alia includes independent view on Key appointments and strategy formulation, safeguard of stakeholders interest, raising concerns, if any to the Board, updating skills and knowledge, strategic planning for finance and business related, operational performance level of the Company, qualification and leadership skills. The Board of Directors of your Company discusses and analyses its own performance on an annual basis, together with suggestion for improvements thereon based on the performance objectives set for the Board as a whole. The Board approved the evaluation results.

XXVI. AUDIT COMMITTEE:

In accordance with the provisions of the Listing Regulations and Corporate Governance, the Company has an Audit Committee comprising of majority Independent Directors. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of audit committee and other details are provided in the Report on Corporate Governance.

XXVII. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, your Company has constituted Internal Complaints Committee (ICC) and no complaints of sexual harassment have been received by Internal Complaints Committees.

XXVIII. REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

XXIX. INTERNAL FINANCIAL CONTROLS:

Your Company has put in place adequate internal financial controls with reference to the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

XXX. SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Associate Company and Joint Venture companies.

XXXI. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee for approval. Information on transactions with related parties pursuant to section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are disclosed in Note No. 33 attached to and forming part of the Accounts and in “ANNEXURE IV” in Form AOC-2 and the same form a part of this report.

XXXII. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Company's operations in future.

XXXIII. RISK MANAGEMENT POLICY:

Your company has a Risk Management Policy:

1. To ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management and;

2. To establish a framework for the Company's risk management process and to ensure its implementation;

3. To enable compliance with appropriate regulations, wherever applicable;

4. To assure business growth with financial stability.

XXXIV. CORPORATE SOCIAL RESPONSIBILITY:

As the said provisions are not applicable to the company, the Company has not developed and implemented any Corporate Social Responsibility initiatives.

XXXV. NON DEPOSIT TAKING NON- BANKING FINANCIAL COMPANY:

The company being registered as a Non- Banking Financial Institution on 16^th October, 2000 in terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Direction, 2007. Your Company is categorized as a Non-deposit taking Non-Banking Financial Company. The Company has not accepted any deposit from the Public during the year pursuant to the Provisions of Section 73 of the Companies Act, 2013.

XXXVI. ACKNOWLEDGMENTS: