Directors Report of Inditrade Capital Ltd.

Mar 31, 2024

Your Directors are pleased to present the 30th Annual Report of your Company and the Audited Financial Statements for the financial year ended
31^st March, 2024.

I FINANCIAL HIGHLIGHTS (Rs. in lakhs)

particulars	Standalone		Consolidated
	For the financial year ended		For the financial year ended
	31st March, 2024 31st March, 2023		31st March, 2024	31st March, 2023
Total Revenue	1429.60	1111.44	16232.04	16768.35
Other income	53.67	55.06	1512.34	1164.41
Less: Expenditure	443.48	83.17	13776.55	15795.92
Profit/ (Loss) before Depreciation, Finance costs, Exceptional items and Tax expense	1039.79	1083.33	3967.83	2136.84
Less: Depreciation	239.77	292.65	556.47	619.61
Profit / (Loss) before Finance costs, Exceptional items and Tax expense	800.02	790.68	3411.36	1517.23
Less: Finance Cost	719.44	579.28	2736.59	3576.44
Profit / (Loss) before Exceptional items and Tax expense	80.58	211.40	674.77	(2059.21)
Add/(Less): Exceptional items	0	0	0	0
Profit / (Loss) before Tax expense	80.58	211.40	674.77	(2059.21)
Less: Tax expense	13.06	14.36	381.80	(25.64)
Profit /(Loss) for the financial year	67.52	197.04	292.97	(2,033.57)
Share of profit from associate	0	0	19.45	6.33
Net Profit for the financial year (before minority interest in case of Consolidated)			312.45	(2,027.24)
Less: Minority Interest (in case of consolidated)			115.53	(634.01)
Net Profit for the financial year			196.89	(1,393.23)
(after minority interest in case of Consolidated)

II RESULTS OF OPERATIONS

During the financial year under review, the Company along with its
subsidiaries/associate companies provided a bouquet of services
to their customers.

The Company on a standalone basis has recorded Profit before
exceptional items and tax from operations of Rs. 80.58 Lakhs for
the financial year 2023-24 as against the profit of Rs. 211.40 Lakhs
in the corresponding previous financial year. Profit after exceptional
items and tax from operations stood at Rs. 67.52 lakhs for the
financial year 2023-24, as against the profit of Rs. 197.04 Lakhs in
the previous financial year.

III SUBSIDIARY COMPANIES

As on 31^st march, 2024, the Company has 5 (Five) direct subsidiaries,
1 (One) step-down subsidiary and 2 (Two) associate companies/
fellow subsidiaries, as follows:

Direct Subsidiaries:

1. Inditrade Fincorp limited.

2. Inditrade Business Consultants limited.

3. Inditrade Microfinance Limited.

4. Inditrade technologies limited.

5. Inditrade Community Foundation - a Section 8 Company
incorporated to primarily undertake CSR activities of the
Inditrade Group..

Step-down Subsidiary:

1. Inditrade Scalerator Limited
Associate Companies

1. Inditrade rural marketing limited

2. Inditrade Insurance Broking private limited

iv accounts of subsidiary and associate companies

the Board of Directors (including audit Committee) have reviewed
the affairs of the subsidiary and associate companies and the salient
features of their financial statements in the prescribed format Form
AOC-1 are annexed as Annexure-I.

The audited financial statements of the subsidiary companies
and the related detailed information will be made available to
the Shareholders of the Company at the Registered Office of the
Company and on the Company website www.inditrade.com, under
the ''Investor relations'' section.

v RESERVES

The Board of Directors of the Company has decided not to transfer
any amount for the financial year under review to the Reserves.

VI DIVIDEND

Due to pressure on the liquidity and business operations post-
COVID-19 pandemic and keeping in mind the principle of shared
prosperity and sacrifice, it is decided by the Board of Directors that
it would be prudent, not to recommend any dividend for the financial
year under review.

VII MAJOR EVENTS THAT HAVE OCCURRED DURING THE FINANCIAL
YEAR

Following major events have occurred during the financial year
under review:

a) State of the Company''s Affairs:

(i) Changes in the shareholding of the Subsidiaries:

During the financial year under review, there was no change
in shareholding of subsidiaries

b) Change in nature of business by the subsidiaries:

There are no significant changes in the nature of business
carried on by the subsidiaries of the Company wherein the
impact of such changes is 10% or more of the consolidated
turnover or consolidated net worth of Inditrade Capital Limited.

c) Material changes and commitments, if any, affecting the
financial position of the Company having occurred since the
end of the financial year and till the date of this report:

There are no material changes affecting the financial position of
the Company which have occurred since the end of the financial
year and till the date of this report.

VIII issue of sweat equity shares

The Company has not issued Sweat Equity Shares during the
financial year under review and hence the disclosure as required
under Section 54 read with rule 8(13) of the Companies (Share
Capital and Debentures) Rules, 2014, is not required to be made.

ix equity shares with differential VOTING rights

The Company has not issued Equity Shares with differential voting
rights during the financial year under review and hence the disclosure
as required under Section 43 read with rule 4(4) of the Companies
(Share Capital and Debentures) Rules, 2014, is not required to be
made.

X MAINTENANCE OF COsT RECORDs

The Company is not required to maintain cost records as specified
by the Central Government under sub-section (1) of section 148 of
the Companies Act, 2013.

xi capital structure

As on date of this report, the Authorized Share Capital of the
Company is Rs. 40,00,00,000/- (Rupees Forty Crore only) divided
into 4,00,00,000 (Four Crore) Equity Shares of Rs. 10/- each and
the issued, subscribed and paid-up share capital of the Company
is Rs. 23,35,36,260/- (rupees twenty-three Crores thirty-Five
lakhs thirty-Six thousand Two Hundred and Sixty only) divided into
2,33,53,626 (two Crores thirty-three Lakhs Fifty-three thousand
Six Hundred and Twenty-Six) Equity Shares of Rs. 10/- each.

there was no change in the Share Capital Structure of the Company
during the financial year under review.

xii annual return

As required under Section 134(3)(a) of the Companies Act, 2013,
the Annual Return for the financial year 2023-24 is available on
Company''s Website and can be accessed at https://www.inditrade.
com/investor-relationship.aspx.

XIII corporate GOVERNANCE

the Company is committed to maintain the highest standards of
corporate governance and adherence to the corporate governance
requirements set out by the Securities and Exchange Board of
India (SEBI) and the Companies act, 2013. the Company strives
to achieve fairness for all stakeholders and to enhance long-term
value to Shareholders.

As per regulation 34(3) read with Schedule V of the SEBI (listing
Obligations and Disclosure Requirements) Regulations, 2015, a
separate section on Corporate Governance practices followed by
the Company together with the certificate from Ms. Kavita Raju
Joshi, practicing Company Secretary forms an integral part of this
Annual Report.

XIV BOARD MEETINGs

The Board Meetings of the Company were held with requisite notice
and with a valid quorum. The Board met 5 (five) times during the
financial year 2023-24 on 2^nd May, 2023, 25^th May, 2023, 10^th august,
2023, 7^th November, 2023, and 31^st January, 2024 .

the maximum interval between any two Board meetings did not
exceed 120 days.

details of the Board meetings held during the year under review,
attendance of the Directors at such Meetings and other relevant
details are provided in the Corporate Governance report.

XV audit committee

the composition of the audit Committee is as below:

a) Mc Brij Gopal daga (Chairman) - non-executive Independent
Director.

b) Mt Kerachan ayyappan Somasekharan (member) - non¬
executive Independent director.

c) Mr. Radhakrishna Nair (Member) - Non - Executive and
Independent Director.

d) Mrs. Jhuma Guha (member) - non - executive - non Independent
Director.

There were no changes in the composition of the Audit Committee
during the financial year under review.

During the financial year 2023-24, all the recommendations made by
the members of the audit Committee were accepted by the Board.

XVI NOMINATION AND REMUNERATION COMMITTEE

the composition of the nomination and remuneration Committee
is as below:

a) Mr. Kerachan Ayyappan Somasekharan (Chairman) - non¬
executive Independent director.

b) Mr. Brij Gopal Daga (member) - non-executive Independent
director.

c) Mrs. Jhuma Guha (member) - non-executive non Independent
director.

there were no changes in the composition of the nomination and
Remuneration Committee during the financial year under review.

During the financial year 2023-24, all the recommendations made
by the members of the nomination and remuneration Committee
were accepted by the Board.

XVII STAKEHOLDERS RELATIONSHIP COMMITTEE

the composition of the Stakeholders relationship Committee is
as below:

a) Mr. Kerachan Ayyappan Somasekharan (Chairman) - non¬
executive Independent director.

b) Mr. Brij Gopal Daga (Member) - non-executive Independent
director.

c) Mrs. Jhuma Guha (Member) - non-executive non Independent
director.

there were no changes in the composition of the Stakeholders
Relationship Committee during the financial year under review.

XVIII CORPORATE SOCIAL RESPONSIBILITY (CSR)

the provisions related to CSR activities under Section 135 of the
Companies act, 2013 were not applicable to the Company for the
financial year under review, since the Company''s net worth, turnover
and net profit was below the threshold specified therein.

XIX DIRECTORS AND Key Managerial pERSONNEL

As on 31^st March, 2024, the Board of your Company consisted of
eight directors namely, Mr. Sudip Bandyopadhyay - non-executive
director (Din: 00007382), Mr. Brij Gopal Daga - Independent director
(Din: 00004858), Mr. radhakrishna Nair - Independent director (Din:
07225354), Mr. Kerachan Ayyappan Somasekharan- Independent
director (Din: 01 573721), Mr. Sivanandhan Dhanushkodi -

Independent Director (DIN: 03607203), Mr. Sudhangshu Shekhar
Biswal - Independent Director (DIN: 07580667), Mrs. Jhuma Guha
- Non-executive Director (DIN: 00007454) and Mr. Sumit Sharma-
Independent Director (DIN: 08181722)

As per the provisions of the Companies act, 2013, Mrs. Jhuma
Guha - Non-executive Director (DIN: 00007454), is retiring by rotation
at the ensuing 30th annual General Meeting and being eligible has
offered herself for re-appointment which has been recommended
by the Nomination and remuneration Committee and the Board of
Directors of the Company and the notice for the ensuing 30^th annual
General Meeting contains the details of the said re-appointment.

ah the Independent Directors of the Company have complied with the
requirements laid down under Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

Mr. Sumit Sharma- Independent Director (DIN: 08181722) was
appointed as a Non-executive Independent Director of the Company
for a period of 5 consecutive years from January 31,2024 to January
30, 2029 by the Members through postal Ballot concluded on April
21, 2024.

Mr. Anand Kamalkishore Maliwal - Non-executive Director (DIN:
07474039) has resigned from the Directorship of the Company
from the close of business hours of January 31, 2024 due to
pre-occupation.

Mr. Sivanandhan Dhanushkodi - Independent Director (DIN:
03607203) was re-appointed as Independent Director for a second
consecutive term of five years from 10^th May 2024 to 9^th May 2029,
by the Board of Directors. the Nomination and remuneration
Committee and the Board of Directors of the Company had
recommended his reappointment for approval of members at the
ensuing 30^th Annual General Meeting. the notice for the ensuing
30th Annual General Meeting contains the details of the said re¬
appointment.

None of the Directors of the Company are disqualified for being
appointed as directors, as specified in Section 164 (1)/ Section
164(2) and Rule 14(1) of Companies (Appointment and Qualification
of Directors) rules, 2014.

Ms. Maya Menon, Company Secretary & Compliance Officer cum
Manager tendered her resignation with effect from the close of
business hours on 29^th February, 2024, which was accepted by the
Board of Directors. the Board placed on record its appreciation
for the valuable services rendered by her during her tenure as the
Company Secretary & Compliance Officer cum Manager of the
Company.

Mr. Ravi Prakash Jain was appointed as Chief Financial Officer and
Key Managerial personnel of the Company with effect from 2^nd May,
2023 and he was resigned from the post with effect from the close
of business hours of 4^th March, 2024, which was accepted by the
Board of Directors. the Board placed on record its appreciation for
the valuable services rendered by him during his tenure as the Chief

Financial Officer and Key Managerial Personnel of the Company.

As on 31^st March, 2024, the Company have no Key Managerial
Personnel.

Mr. Biju Sreeramachandran was appointed as Chief Financial Officer
and manager of the Company with effect from 30^th may, 2024 in
accordance with Section 203 of the provisions of the Companies
act, 2013.

The Board of Directors of the Company, appointed Ms. Meera C
as the Compliance Officer with effect from 2^nd may, 2024 under
the provision of the SEBI (LODR) Regulations, 2015 and as the
Company Secretary of the Company with effect from 30^th may, 2024,
in accordance with Section 203 of the provisions of the Companies
act, 2013

XX EVALUATION BY BOARD OF ITS PERFORMANCE AND THAT OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has carried out an annual performance evaluation of
its own performance, the Directors individually as well as the
evaluation of the working of the Committees of the Board. the
Board performance was evaluated based on inputs received from all
the Directors after considering criteria such as Board composition
and structure, effectiveness of Board/ Committees processes,
information provided to the Board, etc. the Board (excluding
the director being evaluated) also evaluated the performance of
Independent and Non-Independent Directors, fulfilment of their
independence criteria and their independence from the management,
performance of the Board as a whole and that of the Chairman of
the Meetings/Committees.

XXI POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
INCLUDING INDEPENDENT DIRECTORS, KEY MANAGERIAL
PERSONS AND SENIOR MANAGEMENT

the Company has a Nomination and Remuneration policy for the
performance evaluation of the individual directors, the Board as
a whole and its Committees. the nomination and Remuneration
Committee is responsible for identifying persons who are qualified
to become directors and who may be appointed in the senior
management positions in accordance with the criteria laid down
in the nomination and Remuneration policy. the Committee also
reviews the policy regarding the criteria for appointment and
remuneration of directors including Independent directors, Key
managerial persons and Senior management. the Committee also
recommends to the Board, the appointment of any new directors/
Key managerial personnel or removal of the existing directors/Key
managerial personnel. the Committee recommends to the Board
as to whether to extend or continue the term of appointment of the
Independent directors, on the basis of the report of performance
evaluation of Independent directors. after carefully evaluating
and analyzing the recommendations of the nomination and
Remuneration Committee, the Board of directors of the Company
decide whether to appoint a new director/Key managerial personnel
or remove an existing director/ Key managerial personnel, as the

case may be. the nomination and Remuneration Committee of
the Company oversees the implementation of the nomination
and Remuneration policy of the Company. the composition of
the nomination and Remuneration Committee and other relevant
details are provided in the Corporate Governance Report. the
nomination and Remuneration policy of the Company is available
on the Company''s website at the below mentioned link: https://www.
inditrade.com/policies.aspx

the salient features of the nomination and Remuneration policy
(''the policy'') are as follows:

a. the policy has been framed in accordance with the relevant
provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

b. The policy spells out the criteria for determining qualifications,
positive attributes, independence of a director and the
remuneration of directors, Key managerial personnel and Senior
management including functional heads.

c. the Committee has the discretion to decide whether the
qualification, expertise and experience possessed by a person
are sufficient/ satisfactory for the concerned position. No
Independent director shall hold office for more than two
consecutive terms of maximum 5 years each. In the event the
same person is to be appointed as an Independent director after
two consecutive terms of five years, a cooling period of 3 years
is required to be fulfilled.

d. the director, KMp and Senior management shall retire as per
the applicable provisions of the Companies Act, 2013 and
the prevailing 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.

e. the remuneration/ commission shall be in accordance with the
statutory provisions of the Companies Act, 2013 and the rules
made thereunder for the time being in force.

f. deviations on elements of this policy in extraordinary
circumstances, when deemed necessary in the interests of the
Company, will be made if there are specific reasons to do so in
an individual case.

g. In case of any amendment(s), clarification(s), circular(s) etc.
issued by the relevant authorities, not being consistent with the
provisions laid down under the policy, then such amendment(s),
clarification(s), circular(s) etc. shall prevail upon the provisions
hereunder and the nomination and Remuneration Committee
shall amend the policy accordingly.

XXII DECLARATION By INDEPENDENT DIRECTORS

the Independent directors of the Company have given declarations
that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015. They have also given a declaration affirming compliance with
the code of conduct of the Company.

The Board of Directors is of the opinion that the Independent
Directors of the Company possess integrity, necessary expertise
and experience.

XXIII EMPLOYEE STOCK OPTION PLAN (ESOP)

In order to attract and retain talent, the Company has put in place -
Inditrade Employee Stock Option plan 2016, which is in compliance
with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.

Disclosure as required under SEBI Regulations read with SEBI circular
no. CIR/CFD/pOLICYCELL/2/2015 dated June 16, 2015 has been
made available at the Company website at www.inditrade.com.

XXIV INITIATIVES WITH REGARD TO THE HEALTH AND SAFETY OF
THE EMpLOYEEs

The Company had taken various initiatives for ensuring the health
and safety of employees of the Inditrade group of companies.
Sanitation and fumigation of offices was regularly done. Further the
Company has provided for health insurance policies for employees.

xxv deposits

During the financial year under review, your Company does not hold/
has not accepted any deposits within the meaning of Chapter V of
the Companies Act, 2013 and the rules made thereunder.

xxvi particulars of employees

disclosure as stipulated under rule 5 of the Companies (appointment
and remuneration of Managerial personnel) rules, 2014 is attached
as Annexure-II.

xxvii particulars of loans, guarantees or investments

the details of Investments, Loans or Guarantees covered under the
provisions of Section 186 of the Companies act, 2013 are given in
the Notes to the Standalone Financial Statements.

xxviii particulars of contracts or arrangements with

RELATED pARTIEs

ah contracts/ arrangements/ transactions entered by the Company
during the financial year under review were in compliance with the
applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015. There are no materially significant Related Party Transactions
made by the Company with the promoters, directors, Key managerial
personnel or other designated persons which may have a potential
conflict with the interests of the Company at large.

All related party transactions were placed before the Audit
Committee and also before the Board for its approval. prior omnibus
approval of the Audit Committee was obtained for the transactions
which were of a repetitive nature. the transactions entered into

pursuant to the omnibus approval so granted were reviewed and
statements giving details of all related party transactions were
placed before the Audit Committee and the Board of Directors for
their approval on a quarterly basis.

the Company has framed a related party transactions policy
which is available at the below link: https://www.inditrade.com/
policies.aspx

particulars of contracts or arrangements with related parties
referred to in sub section (1) of Section 188 in Form No. AOC-2 of
the Companies (Accounts) rules, 2014 is attached as Annexure- III.

pursuant to the amendment in the SEBI (LODR) regulations, 2015,
the Company seeks approval of shareholders for related party
transactions to be entered into with subsidiary companies and other
related parties falling within the purview of regulation 23 of the SEBI
(LODR) Regulations, 2015. The required details are set out in notice
for 30^th Annual General meeting of the Company.

XXX MANAGEMENT DiscussiON AND ANALYsis REpORT

As stipulated under regulation 34 read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, management discussion and Analysis, is presented in a
separate section forming part of the Annual report.

xxx statutory auditors and auditor''s report

pursuant to the provisions of Section 139 of the Companies Act,
2013 read with the Companies (Audit and Auditors) rules, 2014,
M/s. Kirtane & pandit LLp, Chartered Accountants, (Firm regn No.
10521 5W / W100057) were appointed as the Statutory Auditors
of the Company to hold office from the conclusion of 29th Annual
General meeting until the conclusion of 34^th Annual General meeting.
The Statutory Auditors have confirmed that they are not disqualified
from continuing as the Statutory Auditors of the Company.

the reports given by Statutory Auditors of the Company on the
audited financial statements for the financial year 2023-24 forms
part of this Annual report. the notes on Financial Statements
referred to in the Statutory Auditors'' report are self-explanatory
and do not call for any further comments.

The Statutory Audit report on the stand alone financial statements
do not contain any qualifications, reservations, adverse remarks
or disclaimer.

The Statutory Audit report on the consolidated financial statements
modifications, that the financial statement of Inditrade Microfinance
Limited, a subsidiary of Inditrade Capital Limited, has not complied
with the qualifying asset criteria as required under Reserve Bank of
India (Regulatory framework for Microfinance Loans) Directions,
2022, the impact of which, if any, is not ascertainable.

xxx secretarial audit and secretarial compliance report

M/s. SVJS & Associates, practicing Company Secretaries, Kochi
were appointed to conduct the Secretarial Audit of the Company

for the financial year 2023-24, as required under the Section 204
of the Companies Act, 2013 and the rules made thereunder. The
Secretarial Audit Report for the financial year 2023-24 forms a part
of this annual Report.

three subsidiaries of the Company, namely Inditrade Fincorp Limited,
Inditrade Microfinance Limited and Inditrade Business Consultants
limited are coming within the ambit of "Material Subsidiary” as per
the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for the financial year
2023-24. Accordingly, pursuant to Regulation 24A of the SEBI (LODR)
Regulations, 2015, the Secretarial Audit Reports of Inditrade Fincorp
Limited, Inditrade Microfinance Limited and Inditrade Business
Consultants Limited for the financial year 2023-24 are enclosed and
forms part of this Annual Report.

The observations and comments given by the Secretarial Auditors
in their Report are self-explanatory and hence do not call for any
further comments under Section 134 of the Companies Act, 2013.

Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated
8th February, 2019, the Company has submitted the Secretarial
Compliance Report from a practicing Company Secretary for
the financial year 2023-24, on compliance of all applicable SEBI
Regulations and circulars/guidelines issued there under with the
Stock Exchange within the prescribed due date.

XXXII CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities of the Company, the information
required under Section 134(3)(m) of the Companies Act, 2013
read with Companies (Accounts), Rules 2014 relating to Energy
Conservation, Technology Absorption is not applicable to the
Company. However, the effort made by the Company along with
its Group Companies towards technology absorption includes the
following:

I. Adoption of the latest state of-the-art data centre, software and
hardware tools available in the market for rendering lending and
other services more efficiently and effectively.

II. Implemented server virtualization to reduce the Server, Power
and Management foot prints.

III. Implemented the Log management to identify detailed server,
network and application issues and proactively clear them so
that they do not affect the business operations.

IV. Designed and implemented quality network, server, and IT
security systems that accommodate and protect our digital
information.

The Company had no foreign exchange earnings or outgo during
the financial year under review.

xxxiii internal financial control and its adequacy

The Company has an effective internal control and risk mitigation

system, which is reviewed and constantly updated. The internal
controls including the internal financial control of the Company are
managed and reviewed by the Audit Committee and apart from the
staff employed by the Company, the Company has also appointed
independent Internal Auditors to review and monitor the internal
financial controls and their adequacy. The Internal Financial Controls
of the Company are adequate and commensurate with the size and
nature of business of the Company.

xxxv risk management

The Company manages, monitors and reports on the principal risks
and uncertainties that can impact its ability to achieve its strategic
objectives.

xxxv reporting of frauds

There was no instance of fraud during the financial year under
review, which required the Statutory Auditors to report to the
Audit Committee and / or the Board under Section 143(12) of the
Companies Act, 2013 and rules framed thereunder.

XXXVI VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In order to address the genuine concerns and grievances of the
Directors and Employees of the Company, the Company has
established a Vigil Mechanism/ Whistle Blower Policy for Directors
and employees pursuant to Section 177(9) of the Companies
Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Vigil Mechanism
provides adequate safeguards against victimization of Director(s)
or employee(s) or any other person who avails the mechanism
and also provides for direct access to the Chairperson of the Audit
Committee in appropriate or exceptional cases.

The Vigil Mechanism is available in the website of the Company at
the below mentioned link: https://www.inditrade.com/policies.aspx

XXXVII MATERIAL ORDERS OF REGULATORS/COURTS/TRIBUNALS

No significant or material orders were passed by the regulators or
courts or tribunals, which are likely to impact the going concern
status and Company''s operation in future.

xxxviii disclosure under the sexual harassment of women
at workplace (prevention, prohibition and redressal)

ACT, 2013

The Company has in place the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) policy in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. 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.

The following is a summary of sexual harassment complaints
received and disposed off during the financial year 2023-24:

• No. of complaints at the beginning of the year 2023-24 : NIL

• No. of complaints received during the year 2023-24 : Nil

• No. of complaints disposed off during the year 2023-24 : Nil

• No. of complaints at the end of the year 2023-24 : NIL

XXXIX COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has complied
with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.

XL DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the
Companies Act, 2013, the Board of Directors, to the best of its
knowledge and belief, state that:

(a) that in the preparation of the annual accounts for the financial
year ended 31^st March, 2024, the applicable accounting
Standards have been followed and there are no material
departures,

(b) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as on 31^st march, 2024
and of the profit of the Company for the financial year ended
on that date,

(c) that the Directors have 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 the Directors have prepared the annual accounts for the
financial year ended 31^st march, 2024 on a going concern basis,

(e) that the Directors have 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 the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.

XLI OTHERS

(a) No corporate insolvency resolution process has been initiated
by the Company under the Insolvency and Bankruptcy Code
2016.

(b) the Company has not failed to complete/implement any
corporate action within the specified time limit.

(c) there was no one time settlement or valuation done while taking
loan from the Banks or Financial Institutions.

XLII ACKNOWLEDGMENT

Your Directors place on record their sincere appreciation for
the assistance and guidance provided by the Regulators, BSE
Limited, other statutory bodies and the Company''s bankers for
the assistance, cooperation and encouragement extended to the
Company. Your directors wish to place on record their appreciation
for the contributions made by the employees of Inditrade group
at all levels for their efforts, hard work and support, which are
indispensable for smooth functioning of the Company. Your
involvement as Shareholders is also greatly valued and your
directors look forward to your continued support.

For and on behalf of the Board of Directors

Sudip Bandyopadhyay Jhuma Guha

date: 30^th may, 2024 Director Director

place: mumbai Din: 00007382 Din: 00007454

---

Mar 31, 2019

DIRECTORS' REPORT

Dear Shareholders,

Your Directors are pleased to present the 25th Annual Report of your Company and the Audited Financial Statements for the financial year ended 31 March 2019.

FINANCIAL RESULTS

Particulars	Standalone		(Rs. in Crs) Consolidated
Â	For the year ended 31 March, 2019	For the year ended 31 March, 2018	For the year ended 31 March, 2019	For the year ended 31 March, 2018
Revenue from Continuing Operation	Â	-	76.37	41.46
Other Income	3.87	4.16	6.37	7.69
Profit/ (Loss) before Depreciation, Finance costs, Exceptional items and Tax expense from Continuing operation	3.87	4.16	43.51	24.25
Less: Depreciation	-	-	0.34	0.15
Profit / (Loss) before Finance costs, Exceptional items and Tax expense from continuing operations	3.87	4.16	43.17	24.10
Less : Finance Cost	Â	-	21.83	9.31
Profit/(Loss) before Exceptional items and Tax expense from continuing operations	3.87	4.16	21.34	14.79
Add/(Less): Exceptional items	4.34	-	7.05	-
Profit / (Loss) before Tax expense from continuing operations	8.21	4.16	28.39	14.79
Less: Tax expense	0.30	1.19	5.60	4.28
Profit /(Loss) for the period from Continuing operation	7.91	2.97	22.79	10.51
Revenue from Discontinued operations	16.91	26.19	16.88	26.15
Other Income	1.25	-	1.25	Â
Profit/ (Loss) before Depreciation, Finance costs, Exceptional items and Tax expense from Discontinued operation	(2.63)	0.56	(2.66)	0.52
Less: Depreciation	0.42	0.61	0.42	0.61
Profit/ (Loss) before Finance costs, Exceptional items and Tax expense from Discontinued operation	(3.05)	(0.05)	(3.08)	(0.09)
Less: Finance Cost	0.44	0.29	0.27	0.03
Profit/ (Loss) before Exceptional items and Tax expense from Discontinued operation	(3.49)	(0.34)	(3.35)	(0.12)
Less:Tax Expense	*0.13	*(1.26)	*0.13	*(1.26)
Profit /(Loss) after tax for the period from Discontinued operation	(3.62)	0.92	(3.48)	1.14
Net Profit for the period (before minority interest in case of Consolidated)	4.29	3.89	19.31	11.65
Less:Minority Interest (in case of consolidated)	Â	-	4.81	3.11
Net Prof it for the period (after minority interest in case of Consolidated)	4.29	3.89	14.50	8.54
* Deferred Tax Credit

RESULTS OF OPERATIONS

During the year under review, the Company along with its subsidiaries provided a bouquet of services to its clients.

Company on a standalone basis has recorded profit before exceptional items and tax from continuing operations of Rs. 3.87 Crs for the F.Y 2018-19 as against Rs. 4.16 Crs in the corresponding previous year. Profit after exceptional items and tax from continuing operations was Rs. 7.91 Crs for the F.Y 2018-19. Total revenue from discontinued operations for the F.Y 2018-19 was Rs. 18.16 Crs as against Rs. 26.19 Crs for the corresponding previous year. The total expenses from discontinued operation was Rs. 21.65 Crs for the F.Y 2018-19 as against Rs. 26.54 Crs for the corresponding previous year. The loss after tax from discontinued operations was Rs. 3.62 Crs as against profit of Rs. 0.92 Crs during the corresponding previous year. The total net profit from continued and discontinued operations were Rs 4.29 Crs as against Rs. 3.89 Crs for the corresponding previous year.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

SUBSIDIARY COMPANIES

At present, the Company has 8 (Eight) direct subsidiaries and 1 (One) step-down subsidiary Company.

During the year 2018-19, the Company had acquired Madinat Trading Private Limited (now known as Inditrade Robocash Private Limited) by acquiring the entire 10,000 equity shares of Rs 10/- each to venture into online quick-loan segment.

Subsequently, there was a dilution of equity capital with the result that the Company now holds 50.10% shares in the subsidiary- Inditrade Robocash Private Limited (Formerly known as Madinat Trading Private Limited).

ACCOUNTS OF SUBSIDIARIES

The Board of Directors (including Audit Committee) have reviewed the affairs of the Subsidiaries and the salient features of the financial of Subsidiary Companies are provided in the prescribed format AOC-1 attached as Annexure-1.

The Annual Audited Accounts of the Subsidiary Companies and the related detailed information will be made available to the shareholders of the Company at the Registered Office of the Company and on the Company website www.inditrade.com under the section Investor Relations. The Company shall furnish a hard copy of the detailed accounts of the subsidiaries to any shareholder on demand.

RESERVES

No amount was transferred to the Reserves for the year under review.

DIVIDEND

The Board of Directors has recommended a dividend of Re 1/-per equity share of Rs. 10/- each i.e 10%, for the financial year ended 31 March 2019 to commemorate the Silver Jubilee of the Company.

This Dividend upon approval by the shareholders at the ensuing Annual General Meeting (AGM) will be paid within 30 days from the date of AGM.

An amount of Rs. 4,801,506/- would be paid as dividend distribution tax on the dividend.

MAJOR EVENTS OCCURRED DURING THE YEAR

Following major events have occurred during the year: a) State of Company's Affairs

(i) Acquisition of Madinat Trading Private Limited:

Board of Directors of the Company at its meeting held on 4 February 2019 decided to acquire Madinat Trading Private Limited (CIN: U52609MH2017PTC293986), a Company incorporated in 2017 with an authorised capital and paid up capital of Rs. 1 lakh each. The name of the Company was later changed to Inditrade Robocash Private Limited. Subsequent to the dilution in equity share capital, your Company holds 50.10% shares in the subsidiary- Inditrade Robocash Private Limited (Formerly known as Madinat Trading Private Limited). An application has been made to the Reserve Bank of India to obtain Certificate of Registration as Non Banking Financial Company.The micro lending operations of the Company would commence subsequent to the receipt of the Certificate of Registration from the Reserve Bank of India.

(ii) Calling off the transaction with Varam Capital Private Limited:

The Board of Directors of the Company at their meeting held on 27 November, 201 7 had provided approval to the Company to enter into a Non Binding Letter of Intent for acquisition of majority shareholding in Varam Capital Private Limited, an NBFC - MFI. However despite best efforts, Inditrade Capital Limited and Varam Capital Private Limited have not been able to conclude the negotiations and execute the Definitive Agreements in this regard. Accordingly, both the parties have agreed to call off the discussions on the transaction.

(iii) Application by Inditrade Housing Finance Limited:

An application for registration has been made by the subsidiary- Inditrade Housing Finance Limited with National Housing Bank. The operations of the Company would commence subsequent to the receipt of the Certificate of Registration from National Housing Bank.

b) Change in nature of business Sale of undertaking:

Over the years the cost for doing Equity Broking business has continuously increased on account of increased compliance requirements and technology cost. This is apart from the usual escalation in all other costs like salary, administrative expenses, etc. On the other hand, the revenue from this business has been steadily declining over the years on account of competition. Thus, it was becoming increasingly difficult to carry out a profitable operation.

The Company has been also shifting its focus over the years towards NBFC and Micro Finance business that is being carried out through its subsidiary companies.

Consequent upon receipt of statutory and regulatory approvals, the Equity Broking Business of the Company along with the demat services, franchisee network, clients and identified personnel together with specified assets and liabilities but excluding its brand name, and other specific assets and liabilities was sold on a slump sale basis to M/s. Choice Equity Broking Private Limited for a consideration of Rs. 32 Crs.

c) Change in Registered Office of the Company:

The Company has shifted the Registered Office of the Company with effect from 15 March 2019 from XXXVI/202, J J Complex, Dairy Methanam Road, Edappally, Kochi, Kerala- 682024 to Second Floor, MES Building, Kaloor, Kochi, Ernakulam- 682017 which is within the local limits of the city.

CAPITAL STRUCTURE

The Authorized Capital of the Company is Rs. 40,00,00,000/-(Rupees Forty Crore only) divided into 4,00,00,000 (Four Crore) equity shares of Rs. 10/- each and the issued, subscribed and paid-up share capital of the Company is Rs. 23,35,36,260 (Rupees Twenty Three Crs Thirty Five Lakhs Thirty Six Thousand Two Hundred Sixty only) divided into 2,33,53,626 (Two Crores Thirty Three Lakhs Fifty Three Thousand Six Hundred And Twenty Six) equity shares of Rs. 10/-each.

The Nomination and Remuneration Committee of the Board of Directors at its meeting held on 9 August 2018, has allotted 1,000 (Thousand) equity shares with the face value of Rs. 10/- each to the eligible employees of the Company pursuant to the exercise of employee stock options issued under ESOP 2016.

Consequently, with effect from 9 August 2018, the Issued and Subscribed Share Capital of the Company stands increased to Rs. 23,35,36,260 (Rupees Twenty Three Crore Thirty Five Lakh Thirty Six Thousand Two Hundred Sixty only).

Hence there was a change in the Capital Structure of the Company during the financial year under review.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 in Form MGT-9 is attached as Annexure II.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adherence to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). The Company strives to achieve fairness for all stakeholders and to enhance long term shareholders value.

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company together with the certificate from M/s. BVR & Associates Company Secretaries LLP forms an integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee (CSR Committee) consisting of the following directors as members:

1. Mrs. Jhuma Guha

2. Mr. K.ASomasekharan

3. Mr. B G Daga

As per the recommendations of the CSR committee, an a mount of Rs. 2,14,855/- was provided as donation to Inditrade Community Foundation - a group company which has been incorporated under Section 8 of the Companies Act, 2013 mainly to carry out the CSR related activities. It was further noted that, Inditrade Community Foundation has spent for educational assistance and flood relief activities from the funds received not only from Inditrade Capital Ltd, but also from other subsidiary companies. Further an amount of Rs. 10,000/- was donated to Reena Memorial Samrakshana Society which provides support to the physically & Mentally Challenged children in India for the financial year 2018-19.

The annual report on Corporate Social Responsibility activities undertaken by the Company is attached as Annexure III.

The CSR Policy of the Company is available on the Company's website at the below mentioned link: http://www.inditrade.com/policies

BOARD MEETINGS

The Board Meetings of the Company were held with requisite notice and with a valid quorum. The Board met5 times during the financial year 2018-19 on 18 May 2018, 3 August 2018, 2 November 2018, 4 December 2018 and 4 February 2019. The maximum interval between any two meetings did not exceed 120 days. Details of the composition of the Board Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report which forms a part of the Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors has the following main Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has a Nomination and Remuneration policy for the performance evaluation of the Chairman, individual Directors, Board and its Committees, and also review the policy regarding the criteria for appointment and remuneration of Directors including Independent Directors, Key Managerial Persons and Senior Management. The Nomination and Remuneration policy has been framed in accordance with Section 1 78 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee of the Company oversees the implementation of the Nomination and Remuneration policy of the Company. The composition of the Nomination and Remuneration Committee and other relevant details are provided in the Corporate Governance Report.

The Nomination and Remuneration Policy spells out the criteria for determining qualifications, positive attributes, independence of a Director and the remuneration of Directors, Key Managerial Personnel and Senior Management, including functional heads. The Nomination and Remuneration policy of the Company is available on the Company's website at the below mentioned link: http://www.inditrade.com/policies

Selection and procedure for nomination and appointment or removal of Directors/ Key Managerial Personnel.

The Nomination and Remuneration Committee is responsible for identifying persons who are qualified to become Directors and who may be appointed on Senior Management in accordance with the criteria laid down in the Nomination and Remuneration Policy. The Committee shall also recommend

to the Board, the appointment of any new Directors/Key Managerial Personnel or removal of the existing Directors/ Key Managerial Personnel. The Committee recommends to the Board as to whether to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance evaluation of Independent Directors. After carefully evaluating and analyzing the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company, decide whether to appoint a new Director/Key Managerial Personnel or remove an existing Director/Key Managerial Personnel, as the case may be.

Evaluation by Board of its performance and that of its Committees and individual Directors

The Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. The Board and the individual Directors have also evaluated the performance of Independent and Non-independent Directors, fulfillment of their independence criteria and their independence from the management, performance of the Board as a whole and that of the Chairman of the Meetings.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company as on 31 March 2019 consisted of four Directors namely, Mr.Brij Gopal Daga (Non Executive Independent Director), Mr. K A Somasekharan (Non Executive Independent Director), Mrs. Jhuma Guha (Non Executive Director) and Mr. Gurmeet Mohan Singh (Non Executive Director).

During the year under review, there was no change in the constitution of the Board and Key Managerial Personnel (KMP).

However on 10 May 2019, Mr. Sivanandhan Dhanushkodi (DIN:03607203) was appointed as Additional and Independent Director of the Company for a period of 5 years subject to the approval of shareholders in the ensuing Annual General Meeting.

The following are the Key Managerial Personnel of the Company:

• Mr. Vinod Mohan - Manager and Company Secretary cum Compliance Officer

• Mr. Naveen Kumar Jain - Chief Financial Officer Declaration by Independant Directors

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also given a declaration affirming compliance with the code of conduct of the Company.

EMPLOYEE STOCK OPTION PLAN (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) was implemented to encourage the employees to participate in the growth of the Company. The Securities and Exchange Board of India introduced the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI ESOP Regulations") on 28 October 2014. The Company amended and made modifications to the ESOP scheme and the ESOP Trust was constituted to administer the scheme, to bring the same in line with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014.

The Board of Directors with the approval of shareholders by a special resolution in the Annual General Meeting held on 3 August 2018, further modified the ESOP Plan to increase the overall limit of the options to 35,02,894 (Thirty Five Lakhs Two Thousand Eight Hundred And Ninety Four) which can be issued by the Company that can be converted to Equity Shares. Further approval of shareholders by a separate resolution in the same meeting was granted to the Company for granting Employee Stock options to the employees of the Holding Company and Subsidiary Companies under ESOP 2016.

Disclosure as required under Regulation 14 of SEBI Circular - CIR/CFD/POLICY CELL/2/2015 dated 16 June, 2015 has been made available at the Company website at www.inditrade.com.

FIXED DEPOSITS

During the year, your Company does not hold/ has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 and the rules made there under.

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure as stipulated under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The details of Investments, Loans or Guarantees covered under the provisions of section 186 of the Companies Act, 2013 are given in the Note 10, 12 and 24 to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the Financial Year were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company at large.

All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has framed a Related Party Transactions Policy which is available at the below link http://www.inditrade.com/policies

Particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 in Form No. AOC 2 of the Companies (Accounts) Rules, 2014 is attached as Annexure V.

POSTAL BALLOT

The Company had sought shareholders approval through Postal Ballot for the following during the year under review:

1. Approval for sale of undertaking under Section 180(1) (a) of the Companies Act, 2013 for a consideration of Rs 32 Crs (Rupees Thirty Two Crores only) as a going concern / on a slump sale basis to M/s. Choice Equity Broking Private Limited.

2. Approval for the continuation of the current term of Mr. Brij Gopal Daga (DIN: 00004858) as Non-Executive Independent Director of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis, is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS

Pursuant to provision of Section 139 of the Companies Act 2013 read with the Companies (Audit & Auditors) Rules, 2014, M/s. Haribhakti& Co. LLP, Chartered Accountants, Chennai (holding Registration No. 100332W) were reappointed as Statutory Auditors of the Company to hold office from the conclusion of 24* Annual General Meeting until the conclusion of 28* Annual General Meeting.

There are no audit qualifications, reservations or adverse remarks from the Statutory Auditors during the year under review.

SECRETARIAL AUDIT

M/s. SVJS & Associates, Practicing Company Secretaries, Kochi were appointed to conduct the Secretarial Audit of the Company for the financial year 2018-2019 as required under Section 204 of the Companies Act, 2013 and the rules made thereunder.

The Secretarial Audit Report for the Financial Year 2018-2019 forms a part of the Annual Report and is attached as Annexure VI.

Two of the subsidiaries of the Company namely JRG Fincorp Limited and Inditrade Business Consultants are coming within the ambit of "Material Subsidiary" as per the amended Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Financial Year 2018-19.

The Secretarial Audit Reports of JRG Fincorp Limited and Inditrade Business Consultants Limited for the Financial Year 2018-19 are enclosed as Annexure VII and Annexure VIM respectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities of the Company, the information required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts), Rules 2014 relating to Energy Conservation, Technology Absorption is not applicable to the Company. However, the effort made by the Company towards technology absorption includes the following:

(i) Adoption of the latest state of-the-art Datacentre, software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

(ii) Implemented server virtualization to reduce the Server, Power and Management foot prints.

(iii) Implemented the Log management to identify detailed server, network and application issues and proactively clear them so that they do not affect the trading platform.

The Company had no foreign exchange earnings or outgo during the Financial Year under review.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. The internal controls, including the internal financial control of the Company are managed and reviewed by the Audit Committee and apart from the staff employed by the Company, the Company has also appointed Internal Auditors from outside the Company to review and monitor the internal financial controls and their adequacy. The Internal Financial Controls of the Company are adequate and commensurate with the size and nature of business of the Company.

RISK MANAGEMENT:

The Company manages, monitors and reports on the principal risks and uncertainities that can impact its ability to achieve its strategic objectives.

Reporting of Frauds:

There was no instance of fraud during the Financial Year under review, which required the Statutory Auditors to report to the Audit Committee and/orBoard under Section 143( 12) of the Companies Act 2013 and Rules framed thereunder.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In order to address the genuine concerns and grievances of the Directors and Employees of the Company, the Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and employees pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Vigil Mechanism provides adequate safeguards against victimization of Director(s) or employee(s) or any other person who avails the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Vigil Mechanism is available in the website of the Company at the below mentioned link: http://www.inditrade.com/policies

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress any complaint regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the Financial Year 201 8-1 9:

• No. of complaints at the beginning of the year 2018-19:NIL

• No. of complaints received during the year 2018-19:NIL

• No. of complaints disposed off during the year 2018-19:NIL

• No. of complaints at the end of the year 2018-19:NIL

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors affirm:

(a) That in the preparation of the annual accounts for the Financial Year ending 31 March 2019, the applicable Accounting Standards have been followed and there are no material departures.

(b) That the Directors have selected such accounting policies and have 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 as on 31 March 2019 and of the profit of the Company for the Financial Year ended on that date.

(c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the Directors have prepared annual accounts for the financial year ended 31 March 2019 on a 'going concern' basis.

(e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Regulators, Stock Exchanges, other statutory bodies and Company's bankers for the assistance, cooperation and encouragement extended to the Company. Your Directors wish to place on record their appreciation for the contributions made by the employees at all levels for their efforts, hard work and support which are indispensible for the Company. Your involvement as shareholders is also greatly valued and your Directors look forward to your continued support.

For and on behalf of the Board
Gurmeet Mohan Singh Director	Jhuma Guha Director
DIN: 03294406	DIN: 00007454
Date: 10 May 2019	Â
Place: Mumbai	Â

Form AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Ventures

Part "A": Subsidiaries

ANNEXURE-I

Sr. No	Name of the Subsidiary	JRG Fincorp Ltd	Inditrade Derivatives and Commodities Limited	Inditrade Business Consultants Limited	Inditrade Insurance Broking Private Limited	Inditrade Microfinance Limited	Inditrade Commodities Trading Limited*	Inditrade Housing Finance Limited	Inditrade Robocash Private Limited (Formerly known as Madinat Trading Private Limited)
1.	Reporting period for the subsidiary concerned	31 March, 2019	31 March, 2019	31 March, 2019	31 March, 2019	31 March, 2019	31 March, 2019	31 March, 2019	31 March, 2019
2.	Date of acquisition	06 September, 2007	29 February, 1996	27 August, 2008	22 February, 2000	09 May, 2016	1 7 November 2016	27 March, 2018	04 February, 2019
3.	Reporting currency	Indian Rupees	Indian Rupees	Indian Rupees	Indian Rupees	Indian Rupees	Indian Rupees	Indian Rupees	Indian Rupees
4.	Share Capital	54,82,45,610	11,06,24,270	12,11,00,000	6,50,00,000	29,00,00,000	17,00,000	110,000,000	1,00,000
5.	Reserves & Surplus	61,23,33,599	(7,01,03,635)	(5,62,04,610)	(4,91,21,004)	2,18,00,066	63,66,702	(1,859,052)	(2,722)
6.	Total Assets	1,77,97,66,418	8,45,80,270	1,53,68,72,603	1,94,29,035	1,79,49,15,719	3,91,31,555	111,733,223	604,671
7.	Total Liabilities	1,77,97,66,418	8,45,80,270	1,53,68,72,603	1,94,29,035	1,79,49,15,719	3,91,31,555	111,733,223	604,671
8.	Investments	6,34,63,704	NIL	16,64,49,815	NIL	20,000	NIL	NIL	NIL
9.	Turnover	30,28,50,340	3,70,62,405	22,64,00,038	1,67,70,233	29,77,63,760	87,75,010	NIL	NIL
10	Profit/(Loss) before taxation	14,14,43,458	(7,01,624)	50,06,461	7,35,384	2,88,49,424	24,68,030	(1,855,041)	168,171
11.	Provision for taxation / Deferred Tax	4,27,14,968	7,000	10,62,634	3,00,000	74,88,532	13,06,723	NIL	127,393
12.	Profit/(Loss) after taxation	9,87,28,490	(7,08,624)	39,43,827	4,35,384	2,13,60,892	11,61,307	(1,855,041)	40,778
13.	Proposed Dividend	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
14.	% of shareholding	57	95.75	99.84	100	84.67	0*	100	100
Note:

Inditrade Commodities Trading Limited is a Wholly Owned Subsidiary of Inditrade Business Consultants Limited.

Inditrade Community Foundation is a Section 8 Company incorporated by Inditrade Capital Limited along with its subsidiaries to primarily undertake CSR activities of the Group. The Accounts of Inditrade Community Foundation are not consolidated with the Holding Company.

1. Names of subsidiaries which are yet to : commence operations	: 1. Inditrade Robocash Private Limited (Formerly known as Madinat Trading Private Limited) was incorporated on 18th April, 2017. The operations are expected to commence on the receipt of Certificate of Registration as a Non Banking Financial Company from the Reserve Bank of India.
Â	2. Inditrade Housing Finance Limited was incorporated on 27th March, 2018. The operations are expected to commence on the receipt of the Certificate of Registration from National Housing Bank.
2. Names of subsidiaries which have been : liquidated or sold during the year	: NIL

Part "B": Associates and Joint Ventures Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

1.	Names of Associates or Joint Ventures which are yet to commence operations :	: NA
2.	Names of Associates or Joint Ventures which have been liquidated or sold during the year :	: NA

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31 March, 2019

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

ANNEXURE-II

I. REGISTRATION AND OTHER DETAILS:
CIN	L67120KL1994PLC008265
Registration Date	17-10-1994
Name of the Company	Inditrade Capital Limited
Category/ Sub Category of the Company	Company limited by shares and Indian Non Government Company
Address of the Registered office and contact details	Second Floor, M E S Building, Kaloor, Kochi, Ernakulam, Kerala 682017 Tel : [phone]
Whether listed company	Yes
Name, Address and Contact details of Registrar and Transfer Agent, if any	Bigshare Services Private Limited 1st Floor, Bharat Tin Works Building, Opp.Vasant Oasis, Makwana Road, Marol, Andheri (East) Mumbai 400059, Maharashtra Board No. : 022 62638200

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:-

SL. NO.	NAME AND DESCRIPTION OF MAIN PRODUCTS / SERVICES	NIC CODE OF THE PRODUCT/ SERVICE	% TO TOTAL TURNOVER OF THE COMPANY
1	*Securities brokerage serices	K-66-66120	70.58

* Equity broking services has been sold to Choice Equity Broking Private Limited with effect from 28 December 2018.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SL. NO.	NAME AND ADDRESS OF THE COMPANY	CIN/GLN	HOLDING/ SUBSIDIARY/ ASSOCIATE	% SHARES HELD	APPLICABLE ' SECTION
I 1.	Juno Moneta Technologies Private Limited 204, 2nd Floor, B Wing , Phoenix House, Senapati Bapat Marg, Lower Parel West, Mumbai, Maharashtra, India -400013	U72900MH2008PTC178080	Holding	71.13	2(46)
2.	JRG Fincorp Limited Second Floor, M E S Building, Kaloor, Kochi, Ernakulam, Kerala 682017	U65923KL2007PLC021180	Subsidiary	57	2(87)
3.	Inditrade Derivatives and Commodities Limited Second Floor, M E S Building, Kaloor, Kochi, Ernakulam, Kerala-682017	U66010KL1996PLC010093	Subsidiary	95.75	2(87)
4.	Inditrade Business Consultants Limited Second Floor, M E S Building, Kaloor, Kochi, Ernakulam, Kerala 682017	U74140KL2008PLC023055	Subsidiary	99.84	2(87)
5.	Inditrade Microfinance Limited Unit No. T1 -B, 5th Floor, C-Wing, Phoenix House, Senapati Bapat Marg, Lower Parel, Maharashtra, India - 400013	U67190MH2016PLC306585	Subsidiary	84.67	2(87)
6.	Inditrade Commodities Trading Limited Balaji Empire, Plot No 6, Sy.No 103/1,105 & 106 Jayaberi Enclave, Gachibowli, Hyderabad, Telengana, India -500032	U67190TG2011PLC077783	*Step down Subsidiary	0	2(87)
7.	Inditrade Insurance Broking Private Limited Second Floor, M E S Building, Kaloor, Kochi, Ernakulam, Kerala 682017	U67190KL2000PTC013701	Subsidiary	100	2(87)
8.	Inditrade Housing Finance Limited, 204, 2nd Floor, B Wing, Phoenix House, Senapati Bapat Marg, Lower Parel West, Mumbai, Maharashtra - 40001 3	U65999MH2018PLC307208	Subsidiary	100	2(87)
9.	Inditrade Community Foundation, Second Floor, M E S Building, Kaloor, Kochi, Ernakulam, Kerala 682017	U85320KL2018NPL052582	**Subsidiary	20	2(87)
10.	Inditrade Robocash Private Limited (Formerly known as Madinat Trading Private Limited), 204, 2nd Floor, B Wing , Phoenix House, Senapati Bapat Marg, Lower Parel West, Mumbai, India- 400013	U65100MH2017PTC293986	***Subsidiary	100.00	2(87)

 

* Inditrade Commodities Trading Limited is a Wholly Owned Subsidiary of Inditrade Business Consultants Limited.

** Inditrade Community Foundation is a Section 8 Company incorporated by Inditrade Capital Limited along with its subsidiaries to primarily undertake CSR activities of the Group.

*** Inditrade Robocash Private Limited (Formerly known as Madinat Trading Private Limited) has been acquired on 4 February, 2019.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year (as on 01-04-2018)				No. of Shares held at the end of the year (as on 31-03-2019)				% Change
Â	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	the year
A. Promoters	Â	Â	Â	Â	Â	Â	Â	Â	Â
(1) Indian	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a) Individual/ HUF	50,000	0	50,000	0.21	50,000	0	50,000	0.21	0.00
(b) Central Govt.	0	0	0	0.00	0	0	0	0.00	0.00
(c ) State Govt. (s)	0	0	0	0.00	0	0	0	0.00	0.00
(d) Bodies Corp.	16,710,440	0	16,710,440	71.56	16,710,440	0	16,710,440	71.55	0.00
(e) Banks / Fl	0	0	0	0.00	0	0	0	0.00	0.00
(f) Any Other	0	0	0	0.00	0	0	0	0.00	0.00
Sub-Total (A) (1 )	16,760,440	0	16,760,440	71.77	16,760,440	0	16,760,440	71.77	0.00
(2) Foreign	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a) NRIs - Individuals	0	0	0	0.00	0	0	0	0.00	0.00
(b) Other- Individuals	0	0	0	0.00	0	0	0	0.00	0.00
(c) Bodies Corporate	0	0	0	0.00	0	0	0	0.00	0.00
(d) Banks /Fl	0	0	0	0.00	0	0	0	0.00	0.00
(e) Any Other	0	0	0	0.00	0	0	0	0.00	0.00
Sub-Total (A) (2)	0	0	0	0.00	0	0	0	0.00	0.00
Total shareholding	16,760,440	0	16,760,440	71.77	16,760,440	0	16,760,440	71.77	0.00
B Public Shareholding	Â	Â	Â	Â	Â	Â	Â	Â	Â
1. Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a) Mutual Funds	0	0	0	0.00	0	0	0	0.00	0.00
(b) Banks /Fl	0	0	0	0.00	0	0	0	0.00	0.00
(c ) Central Govt.	0	0	0	0.00	0	0	0	0.00	0.00
(d ) State Govt. (s)	0	0	0	0.00	0	0	0	0.00	0.00
(e) Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
(f) Insurance Companies	0	0	0	0.00	0	0	0	0.00	0.00
(g)Flls	Â	0	0	0.00	Â	0	0	0.00	0.00
(h) Foreign Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
(i) Others (Foreign Portfolio Investor):	43,269	0	43,269	0.19	43,269	0	43,269	0.19	0.00
Sub-Total (B) (1 )	43,269	0	43,269	0.19	43,269	0	43,269	0.19	0.00

 

Category of Shareholders	No. of Shares held at the beginning of the year (as on 01 -04-2018)				No. of Shares held at the end of the year (as on 31 -03-2019)				% Change during the year
2. Non- Institutional	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of TotaI Shares
(a) Bodies Corporate	796,899	0	796,899	3.41	855,716	0	855,716	3.67	0.25
(b) Individuals		Â	Â		Â		Â	Â
(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	2,557,387	6943	2,564,330	10.98	2,452,921	1693	2,454,614	10.51	-0.47
(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 Lakh	2,583,427	15,000	2,598,427	11.13	2,420,937	15,000	2,435,937	10.43	-0.70
(c) Others (Specify)	Â	Â	Â	Â	Â	Â	Â	Â	Â
(i) Director /Relatives	0	0	0	0.00	0	0	0	0	0.00
(ii) Clearing members	107,001	0	107,001	0.46	14,261	0	14,261	0.06	-0.40
(iii) Market Makers, office bearer	0	0	0	0.00	0	0	0	0.00	0.00
(iv) Foreign Nationals- NRI	403,756	0	403,756	1.73	706,976	0	706,976	3.04	1.30
(v) Trusts	67,125	0	67,125	0.29	67,125	0	67,125	0.29	0.00
(vi) Others	11,379	0	11,379	0.05	15,288	0	15,288	0.07	0.02
Sub- Total (B) (2):	6,526,974	21,943	6,548,917	28.04	6,533,224	16,693	6,549,917	28.05	0.00
Total Public Shareholding (B)= (B) (1)+(B)(2)	6,570,243	21,943	6,592,186	28.23	6,576,493	16,693	6,593,186	28.23	0.00
C. Shares held by Custodian for GDRs & ADRs	0	0	0	0.00	0	0	0	0.00	0.00
Grand Total (A+B+C)	23,330,683	21,943	23,352,626	100	23,336,933	16,693	23,353,626	100	0.00

(ii) Shareholding of Promoters:

SI. No.	Shareholder's Name	No. of Shares held at the beginning of the year (as on 01.04.2018)			No. of Shares held at the end of the year (as on 31.03.2019)
Â	Â	No. of Shares	% of Total Shares of the Company	% of shares Pledged / Encumbered to total shares	No. of Shares	% of Total Shares of the Company	% of shares Pledged / Encumbered to total shares	% Change in shareholding during the year
1	Juno Moneta Technologies Private Limited	16,610,440	71.13	29.09	16,610,440	71.13	29.09	0.00
2	AT lnvofin India Private Limited	100,000	0.43	0	100,000	0.43	0	0.00
3	Sudip Bandyopadhyay	50,000	0.21	0	50,000	0.21	0	0.00
TOTAL	Â	16,760,440	71.77	29.09	16,760/140	71.77	29.09	0.00

(iii) Change in Promoters' Shareholding

SI. No.	Shareholder's Name	Shareholding at the beginning of the year		Increase / Decrease in Share holding during the year			Cumulative during	Shareholding the year
Â	Â	No. of shares	% of total shares of the Company	Date	Increase / Decrease in Share holding	Reasons for increase/ decrease	No. of shares	% of total shares of the company
1	Juno Moneta Technologies Private Limited	16,610,440	71.13	Â	0	NA	16,610,440	71.13
2	AT lnvofin India Private Limited	100000	0.43	-	0	NA	100,000	0.43
3	Sudip Bandyopadhyay	50000	0.21	Â	0	NA	50,000	0.21

(iv) Shareholding pattern of top ten shareholders

SI. No.	Shareholder's Name	Shareholding at the beginning of the year		Increase / Decrease in Share holding during the year			Cumulative Shareholding during the year
L	Â	No. of shares	% of total shares of the company	Date	Increase / Decrease in Share holding	Reasons for increase/ decrease	No. of shares	% of total shares of the company
1	Rajesh Kumar M S	0	0.00	-	0	NA	230,000	0.98
Â	Â	Â	Â	06-04-2018	64,905	Purchase	64,905	0.28
Â	Â	Â	Â	27-07-2018	296	Purchase	65,201	0.28
Â	Â	Â	Â	03-08-2018	54,704	Purchase	119,905	0.51
Â	Â	Â	Â	10-08-2018	2,000	Purchase	121,905	0.52
Â	Â	Â	Â	17-08-2018	59,000	Purchase	180,905	0.77
Â	Â	Â	Â	31-08-2018	-186,000	Sale	-5,095	-0.02
Â	Â	Â	Â	07-09-2018	186,000	Purchase	180,905	0.77
Â	Â	Â	Â	14-09-2018	15,000	Purchase	195,905	0.84
Â	Â	Â	Â	21-09-2018	49,000	Purchase	244,905	1.05

 

SI. No.	Shareholder's Name	Shareholding at the beginning of the year		Increase / Decrease in Share holding during the year			Cumulative Shareholding during the year
Â	Â	No. of shares	% of total shares of the company	Date	Increase / Decrease in Share holding	Reasons for increase/ decrease	No. of shares	% of total shares of the company
Â	Â	Â	Â	28-09-2018	14,100	Purchase	259,005	1.11
Â	Â	Â	Â	05-10-2018	35,900	Purchase	294,905	1.26
Â	Â	Â	Â	12-10-2018	4,000	Purchase	298,905	1.28
Â	Â	Â	Â	19-10-2018	6,000	Purchase	304,905	1.31
Â	Â	Â	Â	26-10-2018	15,000	Purchase	319,905	1.37
Â	Â	Â	Â	02-11-2018	25,000	Purchase	350,000	1.50
Â	Â	Â	Â	31-03-2019	Â	Â	350,000	1.50
Â	Â	Â	Â	Â
2	S H S Investment Consultants Private Limited	230,000	0.98	Â	0	NA	230,000	0.98
Â	Â	Â	Â	06-04-2018	64,905	Purchase	294,905	1.26
Â	Â	Â	Â	31-08-2018	-294,905	Sale	0	0.00
Â	Â	Â	Â	07-09-2018	294,905	Purchase	294,905	1.26
Â	Â	Â	Â	21-09-2018	-25,000	Sale	269,905	1.16
Â	Â	Â	Â	12-10-2018	10,925	Purchase	280,830	1.20
Â	Â	Â	Â	19-10-2018	190	Purchase	281,020	1.20
Â	Â	Â	Â	26-10-2018	145	Purchase	281,165	1.20
Â	Â	Â	Â	02-11-2018	47	Purchase	281,212	1.20
Â	Â	Â	Â	09-11-2018	57	Purchase	281,269	1.20
Â	Â	Â	Â	16-11-2018	81	Purchase	281,350	1.20
Â	Â	Â	Â	23-11-2018	75	Purchase	281,425	1.21
Â	Â	Â	Â	30-11-2018	115	Purchase	281,540	1.21
Â	Â	Â	Â	07-12-2018	40	Purchase	281,580	1.21
Â	Â	Â	Â	14-12-2018	65	Purchase	281,645	1.21
Â	Â	Â	Â	21-12-2018	55	Purchase	281,700	1.21
Â	Â	Â	Â	28-12-2018	80	Purchase	281,780	1.21
Â	Â	Â	Â	11-01-2019	47	Purchase	281,827	1.21
Â	Â	Â	Â	22-02-2019	38,244	Purchase	320,071	1.37
Â	Â	Â	Â	31-03-2019	Â	Â	320,071	1.37
3	CA Holdings LLP	277,760	1.19	-	0	NA	277,760	1.19
Â	Â	Â	Â	20-07-2018	-52,760	Sale	225,000	0.96
Â	Â	Â	Â	31-08-2018	-225,000	Sale	0	0.00
Â	Â	Â	Â	07-09-2018	225,000	Purchase	225,000	0.96
Â	Â	Â	Â	01-02-2019	-2,311	Sale	222,689	0.95
Â	Â	Â	Â	08-02-2019	-2,892	Sale	219,797	0.94

 

SI. No.	Shareholder's Name	Shareholding at the beginning of the year		Increase / Decrease in Share holding during the year			Cumulative Shareholding during the year
Â	Â	No. of shares	% of total shares of the company	Date	Increase / Decrease in Share holding	Reasons for increase/ decrease	No. of shares	% of total shares of the company
Â	Â	Â	Â	15-02-2019	-7,797	Sale	212,000	0.91
Â	Â	Â	Â	15-03-2019	-10,000	Sale	202,000	0.86
Â	Â	Â	Â	22-03-2019	-2,000	Sale	200,000	0.86
Â	Â	Â	Â	31-03-2019	Â	Â	200,000	0.86
4	Jiji Antony	264,484	1.13	-	0	NA	264,484	1.13
Â	Â	Â	Â	06-04-2018	-1,200	Sale	263,284	1.13
Â	Â	Â	Â	13-04-2018	-908	Sale	262,376	1.12
Â	Â	Â	Â	20-04-2018	-500	Sale	261,876	1.12
Â	Â	Â	Â	18-05-2018	-1,000	Sale	260,876	1.12
Â	Â	Â	Â	25-05-2018	-500	Sale	260,376	1.11
Â	Â	Â	Â	29-06-2018	-1,655	Sale	258,721	1.11
Â	Â	Â	Â	13-07-2018	-1	Sale	258,720	1.11
Â	Â	Â	Â	20-07-2018	-1,195	Sale	257,525	1.10
Â	Â	Â	Â	27-07-2018	-500	Sale	257,025	1.10
Â	Â	Â	Â	03-08-2018	-6,843	Sale	250,182	1.07
Â	Â	Â	Â	10-08-2018	-700	Sale	249,482	1.07
Â	Â	Â	Â	31-08-2018	-249,482	Sale	0	0.00
Â	Â	Â	Â	07-09-2018	249,482	Purchase	249,482	1.07
Â	Â	Â	Â	28-09-2018	-700	Sale	248,782	1.07
Â	Â	Â	Â	05-10-2018	-100	Sale	248,682	1.06
Â	Â	Â	Â	12-10-2018	-301	Sale	248,381	1.06
Â	Â	Â	Â	26-10-2018	-300	Sale	248,081	1.06
Â	Â	Â	Â	08-02-2019	1	Purchase	248,082	1.06
Â	Â	Â	Â	01-03-2019	5	Purchase	248,087	1.06
Â	Â	Â	Â	29-03-2019	-500	Sale	247,587	1.06
Â	Â	Â	Â	31-03-2019	Â	Â	247,587	1.06
5	Nasir Firoz Khambatta	154,219	0.66	-	0	NA	154,219	0.66
Â	Â	Â	Â	31-08-2018	-154,219	Sale	0	0.00
Â	Â	Â	Â	07-09-2018	154,219	Sale	154,219	0.66
Â	Â	Â	Â	31-03-2019	Â	Â	154,219	0.66
6	Shilpa Porinju Veliyath	125,000	0.54	-	0	NA	125,000	0.54
Â	Â	Â	Â	31-08-2018	-125,000	Sale	0	0.00
Â	Â	Â	Â	07-09-2018	125,000	Purchase	125,000	0.54
Â	Â	Â	Â	31-12-2018	-18,335	Sale	106,665	0.46
Â	Â	Â	Â	01-02-2019	-18,166	Sale	88,499	0.38

 

SI. No.	Shareholder's Name	Shareholding at the beginning of the year		Increase / Decrease in Share holding during the year			Cumulative Shareholding during the year
Â	Â	No. of shares	% of total shares of the company	Date	Increase / Decrease in Share holding	Reasons for increase/ decrease	No. of shares	% of total shares of the company
Â	Â	Â	Â	31-03-2019	Â	Â	88,499	0.38
7	Tech Etios Solutions Private Limited	0	0.00	Â	0	NA	0	0.00
Â	Â	Â	0.00	20-07-2018	115,000	Purchase	115,000	0.49
Â	Â	Â	0.00	31-08-2018	-115,000	Sale	0	0.00
Â	Â	Â	Â	07-09-2018	115,000	Purchase	115,000	0.49
Â	Â	Â	0.00	31-03-2019	Â	Â	115,000	0.49
8	Asharaff M Sultan	106,334	0.46	-	0.00	NA	106,334	0.46
Â	Â	Â	Â	15-06-2018	-500	Sale	105,834	0.45
Â	Â	Â	Â	24-07-2018	-500	Sale	105,334	0.45
Â	Â	Â	Â	27-07-2018	-500	Sale	104,834	0.45
Â	Â	Â	Â	31-08-2018	-104,834	Sale	0	0.00
Â	Â	Â	Â	07-09-2018	104,834	Purchase	104,834	0.45
Â	Â	Â	Â	05-10-2018	-500	Sale	104,334	0.45
Â	Â	Â	Â	12-10-2018	-1550	Sale	102,784	0.44
Â	Â	Â	Â	16-11-2018	-400	Sale	102,384	0.44
Â	Â	Â	Â	23-11-2018	-300	Sale	102,084	0.44
Â	Â	Â	Â	30-11-2018	-100	Sale	101,984	0.44
Â	Â	Â	Â	04-01-2019	-500	Sale	101,484	0.43
Â	Â	Â	Â	25-01-2019	-960	Sale	100,524	0.43
Â	Â	Â	Â	01-02-2019	-102	Sale	100,422	0.43
Â	Â	Â	Â	08-02-2019	-421	Sale	100,001	0.43
Â	Â	Â	0.00	31-03-2019	Â	Â	100,001	0.43
9	Satya Narain Prakash Punj	96,887	0.41	-	0	NA	96,887	0.41
Â	Â	Â	Â	31-08-2018	-96,887	Sale	0	0.00
Â	Â	Â	Â	07-09-2018	96,887	Purchase	96,887	0.41
Â	Â	Â	Â	31-03-2019	Â	Â	96,887	0.41
10	K Vijayabaskar	83,000	0.36	Â	0	NA	83,000	0.36
Â	Â	Â	Â	29-06-2018	-5,848	Sale	77,152	0.33
Â	Â	Â	Â	03-08-2018	-15,000	Sale	62,152	0.27
Â	Â	Â	Â	31-08-2018	-62,152	Sale	0	0.00
Â	Â	Â	Â	07-09-2018	62,152	Purchase	62,152	0.27
Â	Â	Â	Â	31-03-2019	Â	Â	62,152	0.27

(v) Shareholding pattern of Directors and Key Managerial Personnel

SI. No.	Shareholder's Name	Shareholding at the beginning of the year		Increase / Decrease in Share holding during the year			Cumulative Shareholding during the year
Â	Â	No. of shares	% of total shares of the Company	Date	Increase / (Decrease) in Share holding	Reasons for increase/ decrease	No. of shares	% of total shares of the Company
1	Mr. Naveen Kumar Jain- Chief Financial Officer	0	0	9/8/2018	500	Exercise of ESOPs	500	0.002

V. INDEBTEDNESS

SI. No.	Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year		Â	Â	Â	Â
1	Principal Amount	0	0	Â	Â
2	Interest due but not paid	0	0	-	-
3	Interest accrued but not due	0	0	-	-
Total (1+2+3)		0	0	-	-
Change in indebtness during the year		Â	Â	Â	Â
Â	Addition	0	0	-	-
Â	Reduction	0	0	Â	Â
Net Change		0	0	Â	-
Indebtedness at the end of the financial year		Â	Â	Â	Â
1	Principal Amount	0	0	-	-
2	Interest due but not paid	0	0	Â	Â
3	Interest accrued but not due	0	0	Â	Â
Total (1+2+3)		0	0	-	-

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

SI. No.	Particulars of Remuneration	Name of Managing Director, Whole-time Directors and/or Manager Manager Vinod Mohan	Total Amount
1	Gross Salary	0	0
a.	Salary as per provisions contained in Section 1 7(1 ) of the Income-tax Act, 1961	0	0
b	Value of perquisites under Section 17(2) of the Income-tax Act, 1961	0	0
c	Profits in lieu of Salary under Section 17 (3) of the Income-tax Act, 1961	0	0
2	Stock Option	0	0
3	Sweat Equity	0	0
4	Commission	0	0
Â	- as % of profit	0	0
Â	- others	0	0
5	Others	0	0
Â	Total (A)	0	0
Â	Ceiling as per the Act	6,695,741	6,695,741

Note: Mr. Vinod Mohan is drawing salary as the Company Secretary of the Company B. Remuneration to other Directors

Â	Â	Â	Â	(in Rs.)
SI. No.	Particulars of Remuneration	Name of Directors		Total Amount
1	Independent Directors	Mr. KA Somasekharan	Mr. B G Daga	Â
a	Fee for attending Board/ Committee meetings	120,000	140,000	260,000
b	Commission	0	0	0
c	Others	0	0	0
Â	Total (1)	120,000	140,000	260,000
2	Other Non-Executive Directors	Mrs. Jhuma Guha	Mr. Gurmeet Mohan Singh	Â
a	Fee for attending Board/ Committee meetings	0	0	0
b	Commission	0	0	0
c	Others	0	0	0
Â	Total (2)	0	0	0
Â	Total (B) = (1+2)	0	0	0
Â	Total Managerial Remuneration (Fee for attending Board /Committee meetings is excluded from the Overall Ceiling as per the Act)			260,000
Â	Overall Ceiling as per the Act for Non Executive Directors			1,339,148

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SI. No.	Particulars of Remuneration	Key Managerial Personnel		Total Amount
Â	Â	Company Secretary Mr. Vinod Mohan	Chief Financial Officer (CFO) Mr. Naveen Kumar Jain
1	Gross Salary	Â	Â	Â
a	Salary as per provisions contained in section 1 7(1 ) of the Income-tax Act, 1961	1,226,814	2,792,747	4,019,561
b	Value of perquisites under Section 1 7(2) of the Income-tax Act, 1961	NIL	NIL	NIL
c	Profits in lieu of Salary under Section 1 7(3) of the Income-tax Act, 1961	NIL	NIL	NIL
2	Stock Option	20,000	75,000	95,000
3	Sweat Equity	NIL	NIL	NIL
4	Commission	NIL	NIL	NIL
Â	- as % of profit	NIL	NIL	NIL
Â	- others	NIL	NIL	NIL
5	Others	NIL	NIL	NIL
Â	Total	1,246,814	2,792,747	4,019,561

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD/NCLT/ COURT]	Appeal made, if any (give Details)
A. COMPANY	Â	Â	Â	Â	Â
Penalty	Â	Â	Â	Â	Â
Punishment	Â	Â	Â	Â	Â
Compounding	-	-	-	-	Â
B. DIRECTORS	Â	Â	Â	Â	Â
Penalty	Â	Â	Â	Â	Â
Punishment	Â	Â	Â	Â	Â
Compounding	-	-	-	-	Â
C. OTHER OFFICERS IN DEFAULT	Â	Â	Â	Â	Â
Penalty	Â	Â	Â	Â	Â
Punishment	Â	Â	Â	Â	Â
Compounding	-	-	-	-	Â

ANNEXURE-III

Annual Report on Corporate Social Responsibility (CSR) Activities of the Company for the F.Y. 2018-19

1. Brief outline of the Company's CSR policy

The Inditrade Group of Companies is fully committed to comply with all regulatory requirements mandated by Exchanges, Securities and Exchange Board of India (SEBI), Insurance Development and Regulatory Authority of India (IRDAI), Reserve Bank of India (RBI), etc., as may be applicable.

The CSR Policy of the Company is in alignment with its objective, principles and values, for delineating its responsibility as a socially and environmentally responsible corporate citizen. The Policy lays down the principles and mechanism for undertaking various programs in accordance with Section 135 of the Companies Act, 2013. The Policy shall apply to all the CSR programs and activities undertaken by the Company at various locations for the benefit of diverse sectors of the society.

The Company has carried out its CSR activities as a donation to Inditrade Community Foundation - a group company which has been incorporated under Section 8 of the Companies Act, 2013 mainly to carry out the CSR related activities and as a contribution to Reena Memorial Samrakshana Society and in this regard, an amount of Rs. 2,14,855/- was donated to Inditrade Community Foundation and Rs. 10,000/- to Reena Memorial Samrakshana Society, thus aggregating to Rs. 2,24,855/- for the financial year 2018-19.

Reena Memorial Samrakshana Society mainly takes care of the Physically & Mentally Challenged children in India. It takes a novel and effective approach towards teaching differently abled children.

The CSR Policy of the Company is available on the Company website at http://www.inditrade.com/policies

2. Composition of the CSR Committee

The Corporate Social Responsibility Committee (CSR Committee) consists of the following Directors:

Sr. No	Name	Designation
1.	Mr. B G Daga	Member
2.	Mr. K. A Somasekharan	Member
3.	Mrs. Jhuma Guha	Member

The Chairperson of the Committee shall be decided from amongst the members at the respective meeting.

3. Average net profit of the Company for last three financial years

The average net profit of the Company for last three financial years is Rs. 3,54,74,230/-.

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)

The Company was required to spend Rs. 709,485/-towards CSR for the financial year 2018-19.

5.	Details of CSR spent during the financial year.	Â
a.	Total amount to be spent for the financial year	: Rs. 7,09,485/-
b.	Amount unspent, if any	: Rs. 4,84,630/-

 

Â	Manner in which the amount spent during the financial year
SI. No	CSR project or activity	Sector in which the Project is covered under Schedule VII	Projects or programs 1 ) Local area or other 2 (State and district where projects or programs was undertaken	Amount outlay (in Rs.)	Amount spent on the projects or programs (in?)		Cumulative expenditure up to the reporting period (in Rs.)	Amount spent direct or through implementing agency: (in?)
Â	Â	Â		Â	Direct Expense	Overheads	Â	Direct Implementing agency (Amount and Name)
1.	Inditrade Community Foundation	Education/Flood Relief	1. Local area and other areas	Rs.2,14,855/-	Rs. 2,14,855/-	NIL	Rs. 2,14,855/-	Rs.2,14,8552	NIL
Â	Â	Â	2. State of Kerala and Maharashtra	Â	Â	Â	Â	Â	Â
Â	Support to	Promoting	1 . Local area	Rs. 10,000/-	Rs. 10,000/-	NIL	Rs. 10,000/-	Rs. 10,000/-	NIL
2.	the physically & Mentally Challenged children in India. This is being done through Reena Memorial Samrakshana Society	education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.	2. State of Kerala	Â	Â	Â	Â	Â	Â

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report.

Based on the discussions held by the members, the Company has identified certain institutions where contribution could be made towards CSR activities. Further this being a continuous process, the Company is constantly looking for other avenues for making such contribution towards CSR activities for betterment of society. Going forward, the Company would be evaluating more such avenues and endeavour to fully utilise the CSR amount earmarked for CSR activities in a judicious and beneficial manner in the forthcoming years.

7. Responsibility statement of the CSR Committee

The CSR Committee hereby confirms that the implementation and monitoring of the CSR Policy, is in compliance with the CSR objectives and Policy of the Company.

Â	Â	For and on behalf of the Board
Â	Sd/-	Sd/-
Date: 10 May 2019	B G Daga	Jhuma Guha
Place : Mumbai	Chairman CSR Committee	CSR Committee Member
Â	DIN: 00004858	DIN: 00007454

ANNEXURE-IV

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i)	the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year;	NA (None of the Directors of the Company receive any remuneration from the Company apart from sitting fees received by the Independent Directors)
(ii)	the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;	Mr. Vinod Mohan (CS/Manager) : 15% Mr. Naveen Kumar Jain (CFO) : 33%
(iii)	the percentage increase in the median remuneration of employees in the financial year;	7.5%
(iv)	the number of permanent employees on the rolls of the company (as on 31 March, 2019)	3
(v)	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 and point out if there are any exceptional circumstances for increase in the managerial remuneration.	Average increase in remuneration is 7.5% for Employees other than Managerial Personnel and 24% for the Managerial Personnel.
(vi)	Affirmation that the remuneration paid is as per the remuneration policy of the company.	Remuneration paid is as per the remuneration policy of the company.
(vii)	Names of the top ten employees in terms of remuneration drawn and the name of every employee, who:	Â
(i)	if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;	Â
(ii)	if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;	NIL
(iii)	if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is 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.	Â

ANNEXURE-V Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm's length basis :

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/ arrangements/ transactions

(c) Duration of the contracts / arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions Not Applicable

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangements or transactions at arm's length basis:

The transactions entered into by the Company during the year with related parties on an arms length basis were not material in nature.

ANNEXURE-VI

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2019

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

Inditrade Capital Limited

Second Floor, M E S Building, Kaloor,

Kochi, Ernakulam, Kerala - 682017

We, SVJS & Associates, Company Secretaries, have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Inditrade Capital Limited [CIN: L67120KL1994PLC008265] (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 March, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 and The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

(e) The Securities and Exchange Board of India (Stock Brokers and Sub-brokers) Regulations, 1992;

(f) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(g) Securities and Exchange Board of India (Intermediaries) Regulations, 2008;

(h) Securities and Exchange Board Of India (Certification Of Associated Persons In The Securities Markets) Regulations, 2007;

(i) Securities and Exchange Board of India (Research Analysts) Regulations, 2014;

(j) Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003;

(k) Securities and Exchange Board of India (KYC (Know Your Client) Registration Agency) Regulations, 2011;

(I) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(vi) As informed to us, the following other laws are specifically applicable to the Company:

1. The Prevention of Money Laundering Act, 2002;

2. SEBI's master circular on AML/CFT and AMI rules and regulation and Bye-Law and Circulars issued by said regulators from time to time.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards relating to Board (SS 1) and General Meetings (SS 2) issued by The Institute of Company Secretaries of India;

(ii) The Listing Agreement entered into by the Company with BSE Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We report that:

The Board of directors of the Company is duly constituted. All the directors of the Company are Non-Executive Directors.

The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions of the Board were unanimous and the same was captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no instances of:

(i) Public / Right/ Preferential issue of shares / debentures /sweat equity etc;

(ii) Redemption / buy-back of securities;

(iii) Major decisions taken by the members in pursuance to Section 180 of the Companies Act, 2013;

(iv) Merger / amalgamation / reconstruction etc.; (v) Foreign technical collaborations.

This report is to be read with our letter of even date which is annexed as 'Annexure A' and forms an integral part of this Report.

Â	For SVJS & Associates
Â	Company Secretaries
Â	Sd/-
Â	Jayan K.
Kochi	Partner
10 May 2019	CP. No. : 7363, FCS: 8154

ANNEXURE-A

To

The Members

Inditrade Capital Limited

Second Floor, M E S Building, Kaloor,

Kochi, Ernakulam, Kerala - 682017

Our report of even date is to be read along with this letter.

1. Maintenance of the Secretarial records is the responsibility of the management of the Company. Our responsibility as Secretarial Auditors is to express an opinion on these records, based on our audit.

2. During the audit, we have followed the practices and process as were appropriate, to obtain reasonable assurance about the correctness of the contents of the Secretarial records. We believe that the process and practices we followed provide a reasonable basis for our report.

3. The correctness and appropriateness of financial records and Books of Accounts of the Company have not been verified.

4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards etc. is the responsibility of management. Our examination was limited to the verification of the procedures and compliances on test basis.

6. While forming an opinion on compliance and issuing the Secretarial Audit Report, we have also taken into consideration the compliance related actions taken by the Company after 31 March 2019 but before issue of the Report.

7. We have considered actions carried out by the Company based on independent legal / professional opinion as being in compliance with law, wherever there was scope for multiple interpretations.

Â	For SVJS & Associates
Â	Company Secretaries
Â	Sd/-
Â	Jayan K.
Kochi	Partner
10 May 2019	CP. No. : 7363, FCS: 8154

ANNEXURE-VII

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

JRG FINCORP LIMITED

Second Floor, M E S Building, Kaloor,

Kochi, Ernakulam,

Kerala 682017, India

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. JRG Fincorp Limited (hereinafter called 'the company'). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under (not applicable to the company during the audit period);

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment (FDI), Overseas Direct Investment (ODI) and External Commercial Borrowings (ECB);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (applicable to the company to the extent of being subsidiary of a listed company);

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (not applicable to the company during the audit period);

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (not applicable to the company during the audit period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (not applicable to the company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (not applicable to the company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 (not applicable to the company during the audit period);

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (not applicable to the company during the audit period);

(h) The Securities and Exchange Board of India (Buyback of Securities)Regulations, 2018 (not applicable to the company during the audit period); and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (not applicable to the company during the audit period).

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards 1 issued by the Institute of Company Secretaries of India

ii. Secretarial Standards 2 issued by the Institute of Company Secretaries of India

iii. Tripartite Agreement between the Company, Registrar & Transfer Agent and Depositories

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned herein above.

I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws applicable specifically to the Company:

1) Chapter III B of The Reserve Bank of India Act, 1934 and Non Banking Financial Company Directions issued by the Reserve Bank of India.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the company has entered into the following major transactions:

SI. No	Date of Event	Particulars	Approved by
1.	10.01.2019	Approval for giving loans /guarantees or providing any securities and /or making investments up to Rs. 1000 Crs (Rupees One Thousand Crore Only)	Shareholders
2.	15.03.2019	Shifting of Registered Office from XXXVI 203, JJ Complex, Dairy Methanam Road, Edappally, Kochi to Second Floor, M E S Building, Kaloor, Kochi - 68201 7, Kerala.	Board of Directors

 

Place: Trivandrum	For Krishna Prasad R.S & Co.
Date :10 May 2019	Â
Â	Sd/-
Â	Ramachandran Santa Krishnaprasad
Â	Company Secretary
Â	FCS 7080, CP 7379

ANNEXURE-VIII

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

Inditrade Business Consultants Limited

Second Floor, M E S Building, Kaloor, KochiErnakulam682017.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Inditrade Business Consultants Limited(hereinafter called the "Company"). The Secretarial Audit was conducted in a manner, which provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on my limited verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2019 ('audit period') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions of:

1. The Companies Act, 2013 ("the Act") and the Rules made there under;

2. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

3. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made there under;(Not applicable to the Company during audit period);

4. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of

Foreign Direct Investment, Overseas Direct Investment, External Commercial Borrowings; (Not applicable to the Company during audit period);

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992('SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not applicable to the Company during audit period);

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (Not applicable to the Company during audit period);

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not applicable to the Company during audit period);

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during audit period);

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during audit period);

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during audit period); and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during audit period);

6. We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company. The list of major head/groups of Acts, Laws and Regulations as applicable to the Company is as given below:

• Labour Laws and other incidental laws related to labour and employees appointed by the Company either on its payroll or on contractual basis as related to wages, gratuity, provident fund, ESIC, compensation etc.;

• Acts as prescribed under Direct Tax and Indirect Tax;

• Labour Welfare Act of respective States;

• The Legal Metrology Act, 2000;

• Laws related to the issuance of Mandi Licence under the various local authorities and for licences under the Food Safety and Standards Act, 2006, The Warehousing (Development And Regulation) Act, 2007

• Acts as prescribed under Shop and Establishment Act of various local authorities.

We have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India.

b) Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015

In compliance to the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Depositories Act, 1996, the SEBI (DP) Regulations, 1996 and the SEBI (RTA) Regulations, 1993, the Board of Directors of the Company has passed necessary resolutions/ initiated steps for obtaining the International Security Identification Number (ISIN) for facilitating the dematerialisation of the securities issued by the Company.

Apart from the one mentioned above and some instances of additional fee payment for filing of some E-Forms with

Registrar of Companies, Kerala, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., during the audit period.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. During the audit period under review the Company made KMP appointments as required under the Section 203 of the Companies Act, 2013.

Adequate notice is given to all directors to schedule the Board Meetings and agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members' views, if any, are captured and recorded as part of the minutes.

Based on the representation made by the Company and its Officers explaining us in respect of internal systems and mechanism established by the Company which ensures compliances of other Acts, Laws and Regulations applicable to the Company, We report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, the Company has not passed any special resolutions or no specific events / actions which are having a major bearing on the Company's affairs in pursuance of the laws, rules, regulations, guidelines.

This report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this Report.

Â	Sd/-
Â	R. Menon
Place: Kochi	Company Secretary in Practise
Date: 9 May 2019	ACS56431,CPNo:21528

ANNEXURE-A

To

The Members

Inditrade Business Consultants Limited

Second Floor, M E S Building, Kaloor, Kochi Ernakulam 682017.

My report of even date is to be read along with this letter.

i. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

ii. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

iii. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

iv. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

v. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

vi. I further report that the Compliance by the Company of applicable financial laws like Direct & Indirect tax laws has not been reviewed in this audit since the same has been subject to review by the statutory financial audit and other designated professionals.

Â	Sd/-
Â	R. Menon
Place: Kochi	Company Secretary in Practise
Date: 9 May 2019	ACS56431,CP No:21528

 

---

Mar 31, 2018

Directors'' Report

Dear Members,

Your Directors are pleased to present the 24* Annual Report of your Company and the Audited Financial Statements for the financial year ended 31 March 2018.

FINANCIAL RESULTS

				(Rs in Crores)
	Standalone		Consolidated
Particulars	2018	2017	2018	2017
Total Revenue	30.35	27.04	75.30	50.21
Total Expenditure (including Finance Cost)	26.53	23.81	60.64	39.69
Finance Cost	0.29	0.00	9.34	0.95
Profit /(Loss) before tax for the period (before minority interest, in-case of consolidated)	3.82	3.23	14.66	10.52
Tax Expense	*(0.06)	0.28	3.01	2.61
Minority Interest (in-case of consolidated)	0	0	3.11	2.4
Exceptional Item	0.00	0.00	0.00	0.00
Profit /(Loss) for the period (after tax, minority interest and Exceptional Item)	3.88	2.95	8.54	5.51
Reserves & Surplus	62.98	59.10	87.00	75.00

* Deferred Tax Credit

RESULTS OF OPERATIONS

During the year under review, the Company along with its subsidiaries provided a bouquet of services to its clients and also decided to foray into housing finance business. The services include equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading, insurance services, micro-financing and NBFC products like margin funding, loan against shares, loan against commodities.

On a standalone basis, during the year under review, your Company has earned a revenue of Rs 30.35 crores as against Rs 27.04 crores in the previous year. The expenditure incurred was Rs 26.53 crores as against Rs 23.81 crores in the previous year, resulting in an after tax profit of Rs 3.88 crores as against an after tax profit of Rs 2.95 crores in the previous year. Despite the challenging business environment, the Company has continued to be profitable during the year under review.

The total consolidated revenue of your Company for the year ended 31 March 2018 was Rs 75.30 crores as against Rs 50.21 crores in the previous year and the expenditure incurred was Rs 60.64 crores as against Rs 39.69 crores in the previous year which resulted in a consolidated profit

before tax of Rs 14.66 crores as against Rs 10.52 crores during the previous year. After tax expense of Rs 3.01 crores and minority interest of Rs 3.11 crores, the consolidated profit for the year stood at Rs 8.54 crores as against Rs 5.51 crores in the previous year.

SUBSIDIARY COMPANIES

At the beginning of the year, the Company had 4 (four) direct subsidiaries and 2 (two) step-down subsidiaries. The Company during the year under review acquired the entire shares of Inditrade Insurance Broking Private Limited from its subsidiary, Inditrade Derivatives and Commodities Limited. Consequent to such acquisition, Inditrade Insurance Broking Private Limited has become a directly held wholly owned subsidiary of the Company.

During the year under review, the Company has also incorporated a new company, namely, ''Inditrade Housing Finance Limited'' (CIN:U65999MH2018PLC307208) on the 27 March 2018.

In order to undertake the CSR activities of the Group as mentioned under Schedule VII of the Companies Act, 2013 the Company along with its subsidiaries has incorporated

a Section 8 Company, ''Inditrade Community Foundation'' (CIN: U85320KL2018NPL052582) on 21 March 2018.

As at 31 March 2018, the Company has 7 (Seven) direct subsidiaries and 1 (One) step-down subsidiary company.

ACCOUNTS OF SUBSIDIARIES

The Board of Directors (including Audit Committee) have reviewed the affairs of the Subsidiaries and the salientfeatures of the financials of Subsidiary Companies are provided in the prescribed format AOC -1 attached as Annexure-l.

The Annual Audited Accounts of the Subsidiary Companies and the related detailed information will be made available to the shareholders of the Company at the Registered Office of the Company and on the Company website www.inditrade.com under the section Investor Relations. The Company shall furnish a hard copy of the detailed accounts of the subsidiaries to any shareholder on demand.

RESERVES

During the year under review, no amount from profit was transferred to the reserves.

DIVIDEND

The Board of Directors do not recommend any dividend to the shareholders for the financial year 2017-2018 since the surplus is intended to be ploughed back into the business for its future expansion plans.

CAPITAL STRUCTURE

The Authorized Capital of the Company is Rs 40,00,00,000/-(Rupees forty crore only) divided into 4,00,00,000 (four crore) equity shares of Rs 10/- each and the issued, subscribed and paid-up share capital of the Company is Rs 23,35,26,260 (Rupees twenty three crore thirty five lakh twenty six thousand two hundred sixty only) divided into 2,33,52,626 (Two crore thirty three lakh fifty two thousand six hundred and twenty six) equity shares of Rs 10/- each.

There was no change in the Capital Structure of the Company during the financial year under review.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as provided under subsection (3) of section 92 of the Companies Act, 2013 in Form MGT-9 is attached as Annexure II.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adherence to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). The Company strives to achieve fairness for all stakeholders and to enhance long term shareholders value.

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company together with the certificate from M/s. BVR & Associates, Kochi, Practicing Company Secretary Firm, forms an integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee (CSR Committee) consisting of the following directors as members:

1. Ms. Jhuma Guha

2. Mr. K.ASomasekharan

3. Mr. B G Daga

As per Section 135 read with Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VII of the Companies Act, 2013, the Company is required to spend at least 2% of the average net profits of the three immediately preceding financial years on CSR-related activities (specified in Schedule VII of the Companies Act, 2013). Accordingly, the Company was required to spend Rs 9,60,765/- (Rupees nine lakh sixty thousand seven hundred and sixty five only) towards CSR activities as specified in Corporate Social Responsibility Policy (CSR Policy) of the Company. In order to undertake the CSR activities of the Company as mentioned in the Schedule VII of the Companies Act, 2013, a Section 8 Company, namely ''Inditrade Community Foundation'' (CIN: U85320KL2018NPL052582), was incorporated on the 21 March 2018.

As per the recommendations of the CSR committee, the Company has spent Rs 1,00,000/- (Rupees one lakh only) on CSR activities by way of donation to Calcutta Rescue, a Non-Governmental Organization (NGO) established in 1979 for the purpose of free medical care, education, benefits and vocational training for increasing income generation

opportunities and development to the poorest and most disadvantaged people of Kolkata and rural West Bengal irrespective of gender, age, caste, or religion so that they can become contributing and productive members of the society. A further amount of Rs 1,00,000/- (Rupees one lakh only) has also been contributed to Inditrade Community Foundation. The Annual Report on Corporate Social Responsibility activities undertaken by the Company is attached as Annexure III.

The CSR Policy of the Company is available on the Company''s website in the below mentioned link:

Ref:http://www.inditrade.com/documents/policies/CSR_ Policy_ICL.pdf

BOARD MEETINGS

The Board Meetings of the Company were held with requisite notice and with a valid quorum. The Board met 5 (Five) times during the financial year 2017-18 on 25 May 2017, 10 August 2017, 10 November 2017, 27 November 2017 and 08 February 2018. The maximum interval between any two meetings did not exceed 120 days. Details of the composition of the Board Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report which forms a part of the Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company has a Nomination and Remuneration policy for the performance evaluation of the Chairman, individual Directors, Board and its Committees, and also review the policy regarding the criteria for appointment and remuneration of Directors including Independent Directors, Key Managerial Persons and Senior Management. The Nomination and Remuneration policy has been framed in

accordance with Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee of the Company oversees the implementation of the Nomination and Remuneration policy of the Company. The composition of the Nomination and Remuneration Committee and other relevant details are provided in the Corporate Governance Report.

The Nomination and Remuneration Policy spells out the criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, Key Managerial Personnel and senior management employees including functional heads. The Nomination and Remuneration policy of the Company is available on the Company''s website in the below mentioned link:

(Ref: http://www.inditrade.com/documents/policies/ lnditrade_Capital-Remuneration_Policy.pdf)

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee is responsible for identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down in the Nomination and Remuneration Policy. The Committee shall also recommend to the Board, the appointment of any new Directors/Key Managerial Personnel or removal of the existing Directors/ Key Managerial Personnel. The Committee recommends to the Board as to whether to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance evaluation of Independent Directors. After carefully evaluating and analyzing the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company decides whether to appoint a new Director/Key Managerial Personnel or remove an existing Director / Key Managerial Personnel, as the case may be.

Evaluation by Board of its performance and that of its committees and individual Directors

The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria

such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. The Board and the individual Directors have also evaluated the performance of Independent and Non-independent Directors, performance of the Board as a whole and that of the Chairman of the Meetings.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company consists of four Directors namely, Mr. B G Daga (Non Executive Independent Director), Mr. K A Somasekharan (Non-Executive Independent Director), Ms. Jhuma Guha (Non-Executive Director) and Mr. Gurmeet Mohan Singh (Non-Executive Director).

During the year under review, members of the Company at its Annual General Meeting held on 10 August 2017, approved the appointment of Mr. Gurmeet Mohan Singh as the Director and the re-appointment of Mr. Vinod Mohan as the Manager of the Company for a period of 3 years effective from 11 November 2016.

There was no change in the constitution of the Board during the year under review.

Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for relevant details including qualifications and experience of the Director for taking an informed decision regarding the re-appointment.

The following are the Key Managerial Personnel of the Company:

• Mr. Vinod Mohan - Manager & Company Secretary

• Mr. Naveen Kumar Jain - Chief Financial Officer Declaration by Independent Directors

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EMPLOYEE STOCK OPTION PLAN (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) was implemented to encourage the employees to participate in the growth of the Company. The Securities and Exchange Board of India introduced the Securities and Exchange Board of India (Share Based

Employee Benefits) Regulations, 2014 ("SEBI ESOP Regulations") on 28 October 2014. The Company amended and made modifications to the ESOP scheme and the ESOP Trust constituted to administer the scheme, to bring the same in line with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014.

The Board of Directors with the approval of members by a special resolution in the Annual General Meeting held on 10 August 2017, further modified the ESOP Plan to rationalise/ rearrange / update/ amend the existing provisions of ESOP plan and to make it more effective and in alignment with the prevailing laws and regulations, i.e., changes in definitions, rearrangement of paragraphs, removal of lock-in, introducing a clause on severability, reference to SEBI updated regulations, etc. Further approval of Members by a separate resolution in the same meeting was granted to the Company to issue options to the employees of the Holding Company.

In order to recognize the valuable contributions made by the employees of the subsidiary companies and to attract new talents, retain the key resources and knowledge in the group, the approval of Members of the Company is being separately sought now for issuing options to the employees of the subsidiary companies, so as to comply with the requirements of Regulation 6 of SEBI ESOP Regulations. It may kindly be noted that the approval for issuing options to the employees of the subsidiary companies was granted by the shareholders vide a separate special resolution at its General Meeting held on 25 July 2009 and the current proposal is only for compliance with the requirements of SEBI ESOP Regulations.

Further, considering the number of employees covered by the ESOP Plan of the Company, the Board has decided to amend the present ESOP Plan, subject to the approval of Members, by increasing the overall limits of the options to be issued by the Company that can be converted into equity shares from 11,67,631 (Eleven lakh sixty seven thousand six hundred and thirty one) to 35,02,894 (Thirty five lakhs two thousand eight hundred and ninety four).

Disclosure as required under Regulation 14 of SEBI Circular - CIR/CFD/POLICY CELL/2/2015 dated 16 June, 2015 has been made available at the Company website at www.inditrade.com.

The Board on the recommendation of the Nomination and Remuneration Committee has also decided to accelerate the

vesting period of certain identified employees to facilitate those employees to exercise their options prior to the scheduled vesting period, as these identified employees will be disassociating with the Company as and when the slump sale of the equity broking business of the Company shall take place, subject to receipt of the required regulatory approvals .

FIXED DEPOSITS

During the year, your Company does not hold / has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 and the rules made there under.

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure as stipulated under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Investments, Loans or Guarantees covered under the provisions of section 186 of the Companies Act, 2013 are given in the Note 10, 12 and 24 to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company at large.

All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit

Committee and the Board of Directors for their approval on a quarterly basis.

The Company has framed a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website in the below mentioned link: (URL: http://www.ind itrade.com/documents/policies/ lnditrade_RPT_Policy.pdf).

Particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 in Form No. AOC 2 of the Companies (Accounts) Rules, 2014 is attached as Annexure V.

POSTAL BALLOT

The Company has decided to seek the approval of the Members through postal ballot for the sale/disposal of Equity Broking Business of the Company on a slump sale basis, subject to Regulatory and other approvals as may be required.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis, is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS

M/s. Haribhakti & Co. LLP, Chartered Accountants, Chennai, was appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 20* Annual General Meeting held on 26 September 2014 till the conclusion of the fourth consecutive Annual General Meeting to be held in the year 2018. The tenure of M/s. Haribhakti & Co. LLP, Chartered Accountants, Chennai is due to expire at this Annual General Meeting and the approval for their re-appointment as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the calendar year 2023 is being sought from the Members of the Company at the ensuing Annual General Meeting.

The Company has received letters from M/s. Haribhakti & Co. LLP, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) of the Act and that they are not disqualified from being appointed as the Statutory Auditors of the Company.

There are no audit qualifications, reservations or adverse remarks from the Statutory Auditors during the year under review.

SECRETARIAL AUDIT

M/s. SVJS & Associates, Practicing Company Secretaries, Kochi were appointed to conduct the Secretarial Audit of the Company for the financial year 201 7-2018 as required under Section 204 of the Companies Act, 2013 and the rules made thereunder.

The Secretarial Audit Report for the financial year 2017-2018 forms a part of the Annual Report and is attached as Annexure VI.

CONSERVATION OF ENERGY.TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities of the Company, the information required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts), Rules 2014 relating to Energy Conservation, Technology Absorption is not applicable to the Company. However, the effort made by the Company towards technology absorption includes the following:

i. Adoption of the latest state of-the-art Datacentre, software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

ii. Implemented Server virtualization to reduce the Server, Power and Management foot prints.

iii. Implemented the Log management to identify detailed server, network and application issues and proactively clear them so that they do not affect the trad ing platform.

The Company had no foreign exchange earnings or outgo during the period under review.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. The internal controls, including the internal financial control of the Company are managed and reviewed by the Audit Committee and apart from the staff employed by the Company, the Company has also appointed Internal Auditors from outside the Company to review and monitor the internal financial controls and their adequacy. The Internal Financial

Controls of the Company are adequate and commensurate with the size and nature of business of the Company.

RISK MANAGEMENT

The Company has framed and implemented a Risk Management Policy to assist the Board in:

(a) overseeing and approving the Company''s enterprise wide risk management framework;

(b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed.

The Policy is regularly reviewed by the Management. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company also conducts external research to identify external threats, internal audit and internal surveys to identify internal risks.

The Risk Management Policy has been uploaded on the Company''s website and is also available for verification at the below mentioned link.

(Ref: http://www.inditrade.com/documents/policies/Risk_ Managment_Policy_ICL.pdf)

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In order to address the genuine concerns and grievances of the Directors and Employees of the Company, the Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and employees pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Vigil Mechanism provides adequate safeguards against victimization of Director(s) or employee(s) or any other person who avails the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Vigil Mechanism is available in the website of the Company in the below mentioned link:

http://www.ind itrade.com/documents/group-pol icy/Vigil-Mechanism-Whistle-Blower-Pol icy-lnditrade.pdf

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place theSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress any complaint regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18:

• No. of complaints at the beginning of the year : NIL 2017-18

• No. of complaints received during the year : NIL 2017-18

• No. of complaints disposed off during the year : NIL 2017-18

• No. of complaints at the end of the year 201 7- : NIL 2018

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors affirm:

a. That in the preparation of the annual accounts for the financial year ending 31 March 2018, the applicable Accounting Standards have been followed and there are no material departures.

b. That the Directors have selected such accounting policies and have 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 as on 31 March 2018 and of the profit of the Company for the financial year ended on that date.

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared annual accounts for the financial year ended 31 March 2018 on a ''going concern'' basis.

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

f. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Regulators, Stock Exchanges, other statutory bodies and Company''s bankers for the assistance, cooperation and encouragement extended to the Company. Your Directors wish to place on record their appreciation for the contributions made by the employees at all levels for their efforts, hard work and support which are indispensible for the Company. Your involvement as shareholders is also greatly valued and your Directors look forward to your continued support.

For and on behalf of the Board

	Sd/-	Sd/-
	B G Daga	Jhuma Guha
Date: 18 May 201 8	Director	Director
	DIN: 00004858	DIN: 00007454

ANNEXURE -1 Form AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014 Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Ventures

Part "A": Subsidiaries

									(in Rs)
Sr. no	Name of the Subsidiary	JRG Fincorp Ltd	Inditrade Derivatives and Commodities Limited	Inditrade Business Consultants Limited	Inditrade Insurance Broking Private Limited	Inditrade Microfinance Limited (Formerly known as Tree Microfinance Limited)	Inditrade Commodities Trading Limited (Formerly known as Edel Commodities Trading Limited)*	Inditrade Housing Finance Limited	Inditrade Community Foundation
1.	Reporting period for the subsidiary concerned	31 March 2018	31 March 2018	31 March 2018	31 March 2018	31 March 2018	31 March 2018	31 March 2018	31 March 2018
2.	Reporting currency	Indian Rupees	Indian Rupees	Indian Rupees	Indian Rupees	Indian Rupees	Indian Rupees	Indian Rupees	Indian Rupees
3.	Share capital	54,82,45,610	11,06,24,270	12,11,00,000	6,50,00,000	11,00,00,000	1 7,00,000	10,00,000	1,00,000
4.	Reserves & surplus	51,36,05,109	(6,93,95,0 11J	(1,93,60,324	(4,95,56,388)	4,39,1 74	52,05,395	(4,011)	1,53,377
5.	Total assets	1,94,67,85,194	30,62,18,574	1,77,94,30,780	1,72,35,728	59,93,29,240	6,16,16,282	10,00,000	2,55,377
6.	Total Liabilities	88,49,34,475	26,49,89,315	1,67,76,91,104	17,92,116	48,88,90,066	5,47,10,887	4,011	2,000
7.	Investments	6,34,63,704	NIL	3,09,89,985	NIL	20,000	NIL	NIL	NIL
8.	Turnover	1 9,53,96,1 14	5,25,75,239	17,41,00,823	1,60,41,292	6,73,73,399	2,99,37,203	NIL	2,00,000
9.	ProfitX(Loss) before taxation	9,95,65,611	7,20,107	79,27,460	15,80,336	27,04,301	(36,23,950)	(4,011)	1,53,377
10.	Provision for taxation/ Deferred Tax	2,80,76,248	6,85,000	17,33,210	1,92,332	3,21,328	(1,98,243)	NIL	NIL
11.	Profit/(Loss) after taxation	7,14,89,363	35,107	61,94,250	13,88,004	23,82,973	(34,25,707)	(4,011)	1,53,377
12.	Proposed Dividend	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
13.	% of shareholding	57	95.75	99.84	100	73.38	0*	100	**20

Note:

* Inditrade Commodities Trading Limited is a Wholly Owned Subsidiary of Inditrade Business Consultants Limited.

** Inditrade Community Foundation is a Section 8 Company incorporated by Inditrade Capital Limted along with its subsidiaries to undertake CSR activities of the Group.

1. Names of subsidiaries which are yet to commence operations : Inditrade Housing Finance Limited: The Company was incorporated on

27th March, 201 8 and is yet to commence its operations.

2. Names of subsidiaries which have been liquidated or sold during the year : NIL__________________________________________________________

Part "B": Associates and Joint Ventures State™6"* pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint: Ventures

1 . Names of Associates or Joint Ventures which are yet to commence operations	: NA
2. Names of Associates or Joint Ventures which have been liquidated or sold during the year	: NA

ANNEXURE-II Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31 March 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12( 1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN	L67120KL1994PLC008265
Registration Date	17/10/1994
Name of the Company	Inditrade Capital Limited
Category/ Sub Category of the Company	Company limited by shares and Indian Company	Non Government
Address of the Registered office and contact details	XXXVI/202, JJ Complex, Dairy Methanam Road, Edappally, Kochi - 682024 Tel : [phone]
Whether listed company	Yes
Name, Address and Contact details of Registrar and Transfer Agent, if any	Bigshare Services Pvt. Ltd., 1st Floor, BharatTin Works Building, Opp.Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai 400059 Board No. : 022 62638200	Maharashtra

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:-

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No Name And Address of the Company

CIN/GLN

HOLDING/ SUBSIDIARY/ ASSOCIATE

% SHARES HELD

APPLICABLE SECTION

1.

Juno Moneta Technologies Private Limited 204, 2nd Floor, B Wing , Phoenix House, Senapati Bapat Marg, Lower Parel West, Mumbai, Maharashtra, India -40001 3

U72900MH2008PTC1 78080 Holding

71.13

2(46)

SI. No Name And Address of the Company		CIN/GLN	HOLDING/ SUBSIDIARY/ ASSOCIATE	% SHARES HELD	APPLICABLE SECTION
2.	JRG Fincorp Limited XXXVI 203, JJ Complex, Dairy Methanam Road, Edappally Kochi, Kerala, India - 682024	U65923KL2007PLC021180	Subsidiary	57	2(87)
3.	Inditrade Derivatives And Commodities Limited First Floor, M E S Building, Kaloor, Cochin, Kerala, India -68201 7	U6601 OKL1 996PLC01 0093	Subsidiary	95.75	2(87)
4.	Inditrade Business Consultants Limited XXXVI -203, JJ Complex, Dairy Methanam Road, Edappally, Kochi, Kerala India -682024	U74140KL2008PLC023055	Subsidiary	99.84	2(87)
5.	Inditrade Microfinance Limited (Formerly known as Tree Microfinance Limited) Unit No.T1-B, 5th Floor, C-Wing, Phoenix House, Senapati Bapat Marg, Lower Parel, Mumbai, Maharashtra, India - 400013	U67190MH2016PLC30658E	i Subsidiary	73.38	2(87)
6.	Inditrade Commodities Trading Limited (Formerly Known As Edel Commodities Trading Limited) Balaji Empire, Plot No 6, Sy.No 1 03/1 ,1 05 & 1 06 Jayaberi Enclave, Gachibowli, Hyderabad, Telengana, India - 500032	U67190TG2011PLC077783	*Step down Subsidiary	0	2(87)
7.	Inditrade Insurance Broking Private Limited 36/1563 First Floor, M E S Buildings Kaloor, Cochin Ernakulam, Kerala, India - 68201 7	U67190KL2000PTC013701	Subsidiary	100	2(87)
8.	Inditrade Housing Finance Limited, 204, 2nd Floor, B Wing, Phoenix House, Senapati Bapat Marg, Lower Parel, West Mumbai, Maharashtra, India - 400013	U65999MH201 8PLC307208	Subsidiary	100	2(87)
9.	Inditrade Community Foundation, XXXVI 7203, JJ Complex, Dairy Methanam Road, Edappally, Kochi, Ernakulam, Kerala, India - 682024	U85320KL201 8NPL052582	"Subsidiary	20	2(87)

* Inditrade Commodities Trading Limited is a Wholly Owned Subsidiary of Inditrade Business Consultants Limited. **Inditrade Community Foundation is a Section 8 Company incorporated by Inditrade Capital Limted along with its subsidiaries to undertake CSR activities of the Group.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding
Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year
	(as on 01 -04-2017)				(as on 31 -03-2018)
A. Promoters	Demat	Physical	Total	%of Total Shares	Demat	Physical	Total	%of Total Shares	% Change during the year
(1) Indian
(a) Individual/ HUF	50,000	0	50,000	0.21	50,000	0	50,000	0.21	0.00
(b) Central Govt.	0	0	0	0.00	0	0	0	0.00	0.00
(c ) State Govt. (s)	0	0	0	0.00	0	0	0	0.00	0.00
(d) Bodies Corp.	16,710,440	0	16,710,440	71.56	16,710,440	0	16,710,440	71.56	0.00
(e) Banks / Fl	0	0	0	0.00	0	0	0	0.00	0.00
(f) Any Other	0	0	0	0.00	0	0	0	0.00	0.00
Sub-Total (A) (1)	16,760,440	0	16,760,440	71.77	16,760,440	0	1,67,60,440	71.77	0.00
(2) Foreign
(a) NRIs- Individuals	0	0	0	0.00	0	0	0	0.00	0.00
(b) Other- Individuals	0	0	0	0.00	0	0	0	0.00	0.00
(c) Bodies Corporate	0	0	0	0.00	0	0	0	0.00	0.00
(d) Banks /Fl	0	0	0	0.00	0	0	0	0.00	0.00
(e) Any Other	0	0	0	0.00	0	0	0	0.00	0.00
Sub-Total (A) (2)	0	0	0	0.00	0	0	0	0.00	0.00
Total shareholding	16,760,440	0	16,760,440	71.77	16,760,440	0	16,760,440	71.77	0.00
B Public Shareholding
1 . Institutions
(a) Mutual Funds	0	0	0	0.00	0	0	0	0.00	0.00
(b) Banks /Fl	36,376	0	36,376	0.16	10,929	0	10,929	0.05	-69.96
(c ) Central Govt.	0	0	0	0.00	0	0	0	0.00	0.00
(d) State Govt. (s)	0	0	0	0.00	0	0	0	0.00	0.00
(e) Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
(f) Insurance Companies	0	0	0	0.00	0	0	0	0.00	0.00
(g)Flls	663,377	0	663,377	2.84	43,269	0	43,269	0.19	-93.48
(h) Foreign Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
(i) Others (specify):	0	0	0	0.00	0	0	0	0.00	0.00
Sub-Total (B)(1)	699,753	0	699,753	3.00	54,198	0	54,198	0.23	-92.25

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year
	(as on 01 -04-201 7)				(as on 31 -03-2018)
2. Non- Institutional
(a) Bodies Corporate	298,457	0	298,457	1.28	797,349	0	797,349	3.41	167.16
(b) Individuals
(i) Individual shareholders holding nominal share capital upto Rs 1 lakh	1,709,660	6943	1,716,603	7.35	2,557,387	6943	2,564,330	10.98	49.38
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 Lakh	3,594,196	15,000	3,609,196	15.46	2,583,427	15,000	2,598,427	11.13	-28.01
(c ) Others (Specify)
(i) Director /Relatives	0	0	0	0.00	0	0	0	0	0.00
(ii) Clearing members	17,591	0	17,591	0.08	107,001	0	107,001	0.46	508.27
(iii) Market Makers, office bearer	0	0	0	0.00	0	0	0	0.00	0.00
(iv) Foreign Nationals-NRI	183,461	0	183,461	0.79	403,756	0	403,756	1.73	120.08
(v) Trusts	67,125	0	67,125	0.29	67,125	0	67,125	0.29	0.00
Sub- Total (B) (2):	5,870,490	21,943	5,892,433	25.23	6,516,045	21,943	6,537,988	28.00	10.96
Total Public Shareholding (B)=(B) (1) (B)(2)	6,570,243	21,943	6,592,186	28	6,570,243	21,943	6,592,186	28	0.00
C. Shares held by Custodian for GDRs &ADRs	0	0	0	0.00	0	0	0	0.00	0.00
Grand Total (A B C)	23,330,683	21,943	23,352,626	100	23,330,683	21,943	23,352,626	100

ii) Shareholding of Promoters:

		No. of Shares held at the beginning of the year (as on 01 .04.201 7)				No. of Shares held at the end of the year (as on 31.03.2018)
SI. No.	Shareholder''s Name	No. of Shares	% of Total Shares of the Company	% of shares Pledged / Encumbered to total shares		No. of Shares		% of Total Shares of the Company	% of shares Pledged / Encumbered to total shares		% Change in shareholding during the year
1	Juno Moneta Technologies Private Limited	16,610,440	71.13		0	16,610,	,440	71.13	29	.09	0.00
2	AT Invofin India Private Limited	100,000	0.43		0	100,	,000	0.43		0	0.00
3	Sudip Bandyopadhyay	50,000	0.21		0	50,	,000	0.21		0	0.00
TOTAL		16,760,440	71.77		0	16,760,440		71.77	29	.09	0.00

Mi) Change in Promoters'' Shareholding:

		Shareholding at the beginning of the year		Increase / Decrease in Share holding during the year		Cumulative Shareholding during the year
SI. No.	Shareholder''s Name	No. of shares	% of total shares of the Company	Date Increase / Decrease in Share holding	Reasons for increase/ decrease	No. of shares	% of total shares of the Company
1.	Juno Moneta Technologies Private Limited	16,610,440	71.13	0	NA	16,610,440	71.13
2.	AT Invofin India Private Limited	100000	0.43	0	NA	100,000	0.43
3.	Sudip Bandyopadhyay	50000	0.21	0	NA	50,000	0.21

iv) Shareholding pattern of top ten shareholders:

	Shareholding at the beginning of the year		Increase / Decrease in Share holding during the year			Cumulative Shareholding during the year
		% of total		Increase /	Reasons		% of total
		shares		Decrease	for		shares
SI.	No. of	of the		in Share	increase/	No. of	of the
No. Shareholder''s Name	shares	company	Date	holding	decrease	shares	company
1. Jiji Antony	306,364	1.31	-	0	NA	306,364	1.31
			07/04/2017	5	Purchase	306,369	1.31
			12/05/2017	-100	Sale	306,269	1.31
			26/05/2017	-1,000	Sale	305,269	1.31

		Shareholding at the beginning of the year		Increase / Decrease in Share holding during the year			Cumulative Shareholding during the year
SI. No.	Shareholder''s Name	No. of shares	% of total shares of the company	Date	Increase / Decrease in Share holding	Reasons for increase/ decrease	% of total shares No. of of the shares company
				16/06/2017	-1,200	Sale	304,069	1.30
				23/06/2017	-100	Sale	303,969	1.30
				30/06/2017	-320	Sale	303,649	1.30
				28/07/2017	-12,300	Sale	291,349	1.25
				10/08/2017	-650	Sale	290,699	1.24
				18/08/2017	-1,600	Sale	289,099	1.24
				25/08/2017	-2,000	Sale	287,099	1.23
				08/09/2017	-400	Sale	286,699	1.23
				15/09/2017	-1,699	Sale	285,000	1.22
				22/09/2017	-1,150	Sale	283,850	1.22
				29/09/2017	-900	Sale	282,950	1.21
				06/10/2017	-154	Sale	282,796	1.21
				13/10/2017	-300	Sale	282,496	1.21
				20/10/2017	-300	Sale	282,196	1.21
				27/10/2017	-541	Sale	281,655	1.21
				03/11/2017	-555	Sale	281,100	1.20
				24/11/2017	-500	Sale	280,600	1.20
				01/12/2017	-1,100	Sale	279,500	1.20
				08/12/2017	-1,100	Sale	278,400	1.19
				15/12/2017	-3,400	Sale	275,000	1.18
				22/12/2017	-2,015	Sale	272,985	1.17
				29/12/2017	-2,200	Sale	270,785	1.16
				05/01/2018	-1,250	Sale	269,535	1.15
				01/12/2018	-1,600	Sale	267,935	1.15
				09/02/2018	-500	Sale	267,435	1.15
				16/02/2018	-1,000	Sale	266,435	1.14
				23/02/2018	-300	Sale	266,135	1.14
				09/03/2018	-800	Sale	265,335	1.14
				23/03/2018	-851	Sale	264,484	1.13
				31/03/2018			264,484	1.13
2.	CA Holdings LLP	0	0.00	-	0	NA	0	0.00
				31/10/2017	25,000	Purchase	25,000	0.11
				10/11/2017	200,000	Purchase	225,000	0.96

		Shareholding at the beginning of the year		Increase / Decrease in Share holding during the year			Cumulative Shareholding during the year
SI. No.	Shareholder''s Name	No. of shares	% of total shares of the company	Date	Increase / Decrease in Share holding	Reasons for increase/ decrease	No. of shares	% of total shares of the company
				19/01/2018	52,760	Purchase	277,760	1.19
				31/03/2018			277,760	1.19
3.	S H S Investment Consultants Private Limited	0	0.00		0	NA	0	0.00
				30/03/2018	230,000	Purchase	230,000	0.98
				31/03/2018			230,000	0.98
4.	Nasir Firoz Khambatta	144,109	0.62		0		144,109	0.62
				23/02/2018	10,110	Purchase	154,219	0.66
				31/03/2018			154,219	0.66
5.	Asharaff M Sultan	145,150	0.62	-	0	NA	145,150	0.62
				14/07/2017	-361	Sale	144,789	0.62
				21/07/2017	-9,639	Sale	135,150	0.58
				04/08/2017	-250	Sale	134,900	0.58
				29/09/2017	-840	Sale	134,060	0.57
				06/10/2017	-10,100	Sale	123,960	0.53
				13/10/2017	-1,901	Sale	122,059	0.52
				03/11/2017	-7,000	Sale	115,059	0.49
				10/11/2017	-2,200	Sale	112,859	0.48
				29/12/2017	-5,704	Sale	107,155	0.46
				05/01/2018	-296	Sale	106,859	0.46
				12/01/2018	-525	Sale	106,334	0.46
				31/03/2018			106,334	0.46
6.	Shilpa Porinju Veliyath	0	0.00		0	NA	0	0.00
				16/06/2017	5,346	Purchase	5,346	0.02
				23/06/2017	35,501	Purchase	40,847	0.17
				30/06/2017	101,153	Purchase	142,000	0.61
				21/07/2017	-17,000	Sale	125,000	0.54
				31/03/2018			125,000	0.54
7.	Satya N a rain Prakash Punj	98,010	0.42	_	0	NA	98,010	0.42
				17/07/2017	-98,010	Sale	0	0.00

			Shareholding at the beginning of the year		Increase / Decrease in Share holding during the year			Cumulative Shareholding during the year
	SI. No.	Shareholder''s Name	No. of shares	% of total shares of the company	Date	Increase / Decrease in Share holding	Reasons for increase/ decrease	No. of shares	% of total shares of the company
					29/07/201	7 96,887	Purchase	96,887	0.41
					31 703/201 i	8		96,887	0.41
	8.	KVijayabaskar	88,820	0.38		0	NA	88,820	0.38
					31/03/201i	8		88,820	0.38
	9.	Ashok Kothari	89,200	0.38		0	NA	89,200	0.38
					15/09/201	7 -6,200	Sale	83,000	0.36
					31/03/201i	8		83,000	0.36
	10.	Chitresh Kumar Lunawat	0			0	NA	0	0.00
					26/05/201	7 63,001	Purchase	63,001	0.27
					02/06/201	7 7,000	Purchase	70,001	0.30
					09/06/201	7 2,100	Purchase	72,101	0.31
					16/02/201;	8 6,500	Purchase	78,601	0.34
					31/03/201i	8		78,601	0.34
(v)	Shareholding pattern of Directors and Key Managerial Personnel
		Shareholding at the beginning of the year			Increase / Decrease in Share holding during the year			Cumulative Shareholding during the year
	SI. No.	Shareholder''s Name	No. of shares	% of total shares of the Company	Date	Increase / (Decrease) in Share holding	Reasons for increase/ decrease	No. of shares	% of total shares of the Company
NIL/ NOT APPLICABLE

V. INDEBTEDNESS

Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indentedness
Indebtedness at the beginning of the financial year
1. Principal Amount	0	2,00,00,000	0	2,00,00,000
2. Interest due but not paid	0	0	0	0
3. Interest accrued but not due	0	0	0	0
Total (1 2 3)	0	20,000,000	0	20,000,000
Change in indebtness during the year
Addition	0	0	0	0
Reduction	0	-20000000	0	-20000000
Net Change	0	-20,000,000	0	-20,000,000
Indebtedness at the end of the financial year
1 Principal Amount	0	0	0	0
2 Interest due but not paid	0	0	0	0
3 Interest accrued but not due	0	0	0	0
Total (1 2 3)	0	0	0	0

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

SI		Name of Managing Director, Whole-time Directors and/or Manager
		Manager	Total
No.	Particulars of Remuneration	Vinod Mohan	Amount
1.	Gross Salary
a..	Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	0	0
b.	Value of perquisites under Section 1 7(2) of the Income-tax Act, 1961	0	0
c.	Profits in lieu of Salary under Section 1 7 (3) of the Income-tax Act, 1961	0	0
2.	Stock Option	0	0
3.	Sweat Equity	0	0
4.	Commission	0	0
	- as % of profit	0	0
	- others	0	0
5.	Others	0	0
	Total (A)	0	0
	Ceiling as per the Act	2,493,891	2,493,891

Note:

Mr. Vinod Mohan is drawing salary as the Company Secretary of the Company

B. Remuneration to other Directors

				(in?)
SI. No.	Particulars of Remuneration	Name of Directors
1.	Independent Directors	Mr. KA Somasekharan	Mr. B G Daga	Total Amount
a.	Fee for attending Board/ Committee meetings	140,000	140,000	280,000
b.	Commission	0	0	0
c.	Others	0	0	0
	Total (1)	140,000	140,000	280,000

2.	Other Non-Executive Directors	Ms. Jhuma Guha	Mr. Gurmeet Mohan Singh
a.	Fee for attending Board/ Committee meetings	0	0	0
b.	Commission	0	0	0
c.	Others	0	0	0
	Total (2)	0	0	0
	Total (B) = (1 2)	0	0	0

Total Managerial Remuneration (Fee for attending Board /Committee meetings is excluded from the Overall Ceiling as per the Act)		280,000
Overall Ceiling as per the Act for Non Executive Directors		498,778

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
		Key Managerial Personnel		Total Amount
		Company Secretary	Chief Financial Officer (CFO)
SI. No.	Particulars of Remuneration	Mr. Vinod Mohan	Mr. Naveen Kumar Jain
1.	Gross Salary
a.	Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	1,157,828	2,004,000	3,161,828
b.	Value of perquisites under Section 1 7(2) of the Income-tax Act, 1961	NIL	NIL	NIL
c.	Profits in lieu of Salary under Section 1 7(3) of the Income-tax Act, 1961	NIL	NIL	NIL
2.	Stock Option	12000 Options	25000 Options	37000 Options
3.	Sweat Equity	NIL	NIL	NIL
4.	Commission	NIL	NIL	NIL
	- as % of profit	NIL	NIL	NIL
	- others	NIL	NIL	NIL
5.	Others	NIL	NIL	NIL
	Total	1,157,828	2,004,000	3,161,828

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD/NCLT/ COURT]	Appeal made, if any (give Details)
A. COMPANY
Penalty	-	-	-	-
Punishment		-
Compounding
B. DIRECTORS
Penalty	-	-	-	-
Punishment	-	-	-	-
Compounding	-	-	-	-
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

ANNEXURE-III Annual Report on CSR Activities

1. Brief outline of the Company''s CSR policy

Inditrade Capital Limited (formerly known as JRG Securities Limited) is one of India''s leading financial services providers. The Inditrade Group of Companies is fully committed to comply with all regulatory requirements mandated by Exchanges, Securities and Exchange Board of India (SEBI), Insurance Development and Regulatory Authority of India (IRDAI), Reserve Bank of India (RBI), etc., as may be applicable.

The CSR Policy of the Company is in alignment with its objective, principles and values, for delineating its responsibility as a socially and environmentally responsible corporate citizen. The Policy lays down the principles and mechanism for undertaking various programs in accordance with Section 135 of the Companies Act, 2013. The Policy shall apply to all the CSR programs and activities undertaken by the Company at various locations for the benefit of diverse sectors of the society.

During the year under review, the Company donated ? 100,0007- to Calcutta Rescue, a Non-Governmental Organization (NGO) established in 1979, for the purpose of free medical care, education, benefits and vocational training for increasing income generation opportunities and development to the poorest and most disadvantaged people of Kolkata and rural West Bengal irrespective of gender, age, caste, or religion so that they can become contributing and productive members of the society. The donation made to Calcutta Rescue qualifies for 50% exemption under Section 80 G (5) (vi) of the Income Tax Act, 1961.

In order to undertake the CSR activities directly by the Company more effectively and efficiently, a Section 8 Company, namely ''Inditrade Community Foundation'' (CIN: U85320KL2018NPL052582), was incorporated together with other subsidiary companies, on 21 March 2018. The Company intends to carry out its CSR activities also through Inditrade Community Foundation in future, going forward.

The CSR Policy of the Company is available on the Company website at http://www.inditrade.com/ documents/policies/CSR_Policy_ICL.pdf

2. Composition of the CSR Committee

The Corporate Social Responsibility Committee (CSR Committee) consists of the following Directors:

Sr. No	Name	Designation
1.	Mr. B G Daga	Member
2.	Mr. K.ASomasekharan	Member
3.	Ms. Jhuma Guha	Member

The Chairperson of the Committee shall be decided from amongst the members at the respective meeting.

3. Average net profit of the Company for last three financial years

The average net profit of the Company for last three financial years is ? 4,80,38,263/-.

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)

The Company is required to spend ? 9,60,765/- towards CSR for the financial year 201 7-2018.

5. Details of CSR spent during the financial year.

a. Total amount to be spent for the financial year : Rs 9,60,765/-. Amount unspent, if any : Rs 7,60,7657-

Manner in which the amount spent during the financial year
SI. No	CSR project or activity	Sector in which the Project is covered under Schedule VII	Projects or programs 1) Local area or other 2) State and district where projects or programs was undertaken	Amount Amount spent on the Cumulative Amount spent direct or outlay projects or programs expenditure through implementing (in Rs ) (in Rs) up to the agency: reporting (in Rs ) period (in Rs )
				Direct Overheads Direct Implementing Expense agency (Amount and Name)
1.	Free medical care, education, benefits and vocational training for increasing income generation opportunities and developmentto the poorest and most disadvantaged people of Kolkata and rural West Bengal irrespective of gender, age, caste, or religion.	Cl (ii): promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.	1) Other area 2) Kolkata, West Bengal	9,60,765 1,00,000 Nil 1,00,000 1,00,000/- NIL

Note: The Company has contributed Rs 1,00,000/- (Rupees one lakh) during the year to ''Inditrade Community Foundation'' (CIN: U85320KL2018NPL052582), a Section 8 Company, incorporated by the Companyfor undertaking CSR activities.

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report.

Based on the discussions held by the members, the Company decided to undertake the CSR activities directly by incorporating a Section 8 Company along with its subsidiaries. Due to changes/ modifications in Companies Act, 2013 and its rules and other procedural and regulatory delays, the Section 8 Company, ''Inditrade Community Foundation'' (CIN: U85320KL2018NPL052582) was incorporated only on 21st day of March, 2018. The Company was thus, unable to completely spend the amount. Thus, the Board and the CSR committee decided to make a contribution of Rs1,00,0007-(Rupees one lakh only) towards Calcutta Rescue, a Non-Governmental Organization (NGO) established in 1979. It was also decided that an initial contribution of Rs 1,00,000/- (Rupees one lakh only) be made to ''Inditrade Community Foundation and initiate the CSR activities therein. Going forward, the Company intends to undertake the CSR activities directly through ''Inditrade Community Foundation'' (CIN: U85320KL2018NPL052582), and towards this end has undertaken the necessary steps. The Company would be evaluating more such avenues and endeavour to fully utilise the CSR amount earmarked for CSR activities in a judicious and beneficial manner in the forthcoming years.

7. Responsibility statement of the CSR Committee

The CSR Committee hereby confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

For and on behalf of the Board

	Sd/-	Sd/-
	B G Daga	Jhuma Guha
Date : 18 May 2018	Chairman CSR Committee	Director
Place : Kochi	DIN: 00004858	DIN: 00007454

ANNEXURE - IV

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)

RULES, 2014

(i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year;	NA (None of the Directors of the Company receive any remuneration from the Company apart from sitting fees received by the Independent Directors)
(ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;	Mr. Vinod Mohan (CS/Manager) : 12.5% Mr. Naveen Kumar Jain (CFO) : 67%
(iii) the percentage increase in the median remuneration of employees in the financial year;	8%
(iv) the number of permanent employees on the rolls of the company	212
(v) 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 and point out if there are any exceptional circumstances for increase in the managerial remuneration.	Average increase in remuneration is 8% for Employees other than Managerial Personnel and 1 2.5% for the Managerial Personnel.
(vi) Affirmation that the remuneration paid is as per the remuneration policy of the company.	Remuneration paid is as per the remuneration policy
(vii) Names of the top ten employees in terms of remuneration drawn and the name of every employee, who: (i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees; (ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month; (iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is 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

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm''s length basis :

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/ arrangements/ transactions

(c) Duration of the contracts / arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions Applicable

(f) Date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangements or transactions at arm''s length basis:

The transaction entered into by the Company during the year with related parties on an arms length basis were not material in nature

For and on behalf of the Board

	Sd/-	Sd/-
	B G Daga	Jhuma Guha
Date : 18 May 2018	Director	Director
Place : Kochi	DIN: 00004858	DIN: 00007454

ANNEXURE-VI

Form No. MR-3 SECRETARIAL AUDIT REPORT

FORTHE FINANCIAL YEAR ENDED 31.03.2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014]

To

The Members

Inditrade Capital Limited

XXXVI/202, JJ Complex

Dairy Methanam Road, Edappally

Kochi, Kerala - 682024

We, SVJS & Associates, Company Secretaries, have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Inditrade Capital Limited [CIN: L67120KL1994PLC008265] (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 March 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996;

(e) The Securities and Exchange Board of India (Stock Brokers and Sub-brokers) Regulations, 1992;

(f) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(g) Securities and Exchange Board of India (Intermediaries) Regulations, 2008;

(h) Securities and Exchange Board Of India (Certification Of Associated Persons In The Securities Markets) Regulations, 2007;

(i) Securities and Exchange Board of India (Research Analysts) Regulations, 2014;

(j) Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003;

(k) Securities and Exchange Board of India (KYC (Know Your Client) Registration Agency) Regulations, 2011;

(I) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(vi) As informed to us, the following other laws are specifically applicable to the Company:

1. The Prevention of Money Laundering Act, 2002;

2. SEBI''s master circular on AML/CFT and AML rules and regulation and Bye-Law and Circulars issued by said regulators from time to time.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards relating to Board (SS 1) and General Meetings (SS 2) issued by The Institute of Company Secretaries of India;

(ii) The Listing Agreement entered into by the Company with BSE Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We report that:

The Board of directors of the Company is duly constituted. All the directors of the Company are Non-Executive Directors.

The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for

seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions of the Board were unanimous and the same was captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no instances of:

(i) Public/Right/Preferential issue of shares/debentures/ sweat equity etc;

(ii) Redemption / buy-back of securities;

(iii) Major decisions taken by the members in pursuance to Section 180 of the Companies Act, 2013;

(iv) Merger / amalgamation / reconstruction etc.; (v) Foreign technical collaborations.

This report is to be read with our letter of even date which is annexed as ''Annexure A'' and forms an integral part of this Report.

For SVJS & Associates Company Secretaries

	Jayan K.
Kochi	Partner
18 May 201 8	CP. No. : 7363, PCS: 81 54

To

The Members

Inditrade Capital Limited

XXXVI/202, JJ Complex

Dairy Methanam Road, Edappally

Kochi, Kerala - 682024

Our report of even date is to be read along with this letter.

1. Maintenance of the Secretarial records is the responsibility of the management of the Company. Our responsibility as Secretarial Auditors is to express an opinion on these records, based on our audit.

2. During the audit, we have followed the practices and process as were appropriate, to obtain reasonable assurance about the correctness of the contents of the Secretarial records. We believe that the process and practices we followed provide a reasonable basis for our report.

3. The correctness and appropriateness of financial records and Books of Accounts of the Company have not been verified.

4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

Annexure A

The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards etc. is the responsibility of management. Our examination was limited to the verification of the procedures and compliances on test basis.

While forming an opinion on compliance and issuing the Secretarial Audit Report, we have also taken into consideration the compliance related actions taken by the Company after 31 March 2018 but before issue of the Report.

We have considered actions carried out by the Company based on independent legal / professional opinion as being in compliance with law, wherever there was scope for multiple interpretations.

For SVJS & Associates Company Secretaries

		Jayan K.
Kochi		Partner
18-05-2018	CR No.	: 7363, PCS: 81 54

---

Mar 31, 2017

Dear Shareholders,

The Directors are pleased to present the 23^rd Annual Report of your Company and the Audited Financial Statements of Accounts for the financial year ended 31 March 2017.

FINANCIAL RESULTS

(Rs. in Crores)

Particulars	Standalone		Consolidated
	2017	2016	2017	2016
Total Revenue	27.00	22.14	50.17	49.26
Total Expenditure	23.77	18.48	39.65	28.55
Profit/(Loss) before Tax	3.23	3.65	10.52	20.71
Finance Cost	0.00	0.16	0.95	0.47
Tax Expense	0.28	0.51	2.61	3.41
Exceptional Item	0.00	0.00	0.00	0.00
Profit /(Loss) for the period (before minority interest, incase of consolidated)	3.23	3.65	7.91	20.71
Profit /(Loss) after tax and minority interest	2.95	3.14	5.51	10.73
Reserves & Surplus	59.10	56.15	75.00	68.88

RESULTS OF OPERATIONS

During the year under review, the Company along with its subsidiaries provided a bouquet of services to its clients and also forayed into microfinance business. The services include equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading, insurance services, NBFC products like margin funding, loan against shares, loan against commodities.

On a standalone basis, during the year under review, your Company had earned revenue of Rs. 27.00 Crores as against Rs. 22.14 Crores in the previous year. The expenditure incurred was Rs. 23.77 Crores as against Rs. 18.48 Crores in the previous year, resulting in an after tax profit of Rs. 2.95 Crores as against an after tax profit of Rs. 3.14 Crores in previous year. Despite the challenging business environment, the Company has continued to be profitable during the year under review.

The total consolidated revenue of your Company for the year ended 31 March, 2017 was Rs. 50.17 Crores as against Rs.49.26 Crores in the previous year and the expenditure incurred was Rs. 39.65 Crores against Rs. 28.55 Crores in the previous year which resulted in a consolidated profit before taxes of Rs. 10.52 Crores as against Rs. 20.71 Crores during the previous year. After tax expense of Rs. 2.61 Crores and minority interest of Rs. 2.40 Crores, the consolidated profit for the year stood at Rs. 5.51 Crores as against Rs. 10.73 Crores in the previous year.

SUBSIDIARY COMPANIES

At the beginning of the year, the Company had 4 (four) direct subsidiaries and 1 (one) step-down subsidiary. A broad overview of the financials of the Subsidiaries of your Company is presented separately in AOC -1, attached as Annexure-1.

During the year under review, further expansion was made by the Company by acquiring new Companies and making further investments in its subsidiaries. The details of investments made in subsidiaries and acquisitions of new Companies are as follows:

a) Inditrade Microfinance Limited

During the year under review, the Company ventured into the Microfinance business by subscribing to 36,85,000 (Thirty Six Lakh Eighty Five Thousand) equity shares of Rs. 10/- (Rupees Ten only) each, constituting 67% of the Paid up Capital of Tree Microfinance Limited (CIN: U67190TN2016PLC103904) on 9 May 2016,thereby making it a Subsidiary of the Company. Tree Microfinance Limited, is a Company incorporated on 29 January 2016 under the Companies Act, 2013 having its registered office at 15, Padmanaba Street, T. Nagar, Chennai, Tamil Nadu, India - 600017. Subsequently, the name of Tree Microfinance Limited was changed to Inditrade Microfinance Limited and the registered office of the Company was shifted to 153 and 155, South West Boag Road, T. Nagar, Chennai, Tamil Nadu - 600017.

The Reserve Bank of India has issued certificate of Registration dated 27 March 2017 to Inditrade Microfinance Limited to commence/ carry on the business of non-banking financial institution without accepting public deposits.

b) Inditrade Commodities Trading Limited

During the year under review, Inditrade Business Consultants Limited, a wholly owned subsidiary of the Company, entered into a Share Purchase Agreement with Edel Commodities Limited to acquire its entire stake in Edel Commodities Trading Limited (wholly owned subsidiary of Edel Commodities Limited). As a result of such acquisition, Edel Commodities Trading Limited along with its wholly owned foreign subsidiaries, Edelweiss Commodities Chad SARL and Edelweiss Commodities Nigeria Limited, became the wholly owned subsidiaries of Inditrade Business Consultants Limited and step down subsidiaries of Inditrade Capital Limited.

However, during the year under review, Edel Commodities Trading Limited sold its entire stake in its wholly owned foreign subsidiaries, Edelweiss Commodities Chad SARL and Edelweiss Commodities Nigeria Limited. Consequently, Edelweiss Commodities Chad SARL and Edelweiss Commodities Nigeria Limited ceased to be the subsidiaries of the Company with effect from 01 January 2017.

The name of Edel Commodities Trading Limited was also changed to Inditrade Commodities Trading Limited, during the year under review.

c) Inditrade Derivatives and Commodities Limited

At the beginning of the year, your Company was holding 91.5% of the paid up equity share capital of Inditrade Derivatives and Commodities Limited. During the year under review, the Company subscribed to further 18,00,000 (Eighteen Lakhs) equity shares at the face value of Rs. 10/-(Rupees Ten only) each, resulting in an increase in the equity shareholding by the Company to 95.75% of the paid up equity share capital of Inditrade Derivatives and Commodities Limited.

d) Inditrade Business Consultants Limited

At the beginning of the year, Inditrade Business Consultants Limited was the wholly owned subsidiary of the Company. During the year under review, Inditrade Business Consultants Limited acquired the entire stake in Edel Commodities Trading Limited along with that of its wholly owned foreign subsidiaries, Edelweiss Commodities Chad SARL and Edelweiss Commodities Nigeria Limited, pursuant to the Share Purchase Agreement entered with Edel Commodities Limited (Holding Company of Edel Commodities Trading Limited). In accordance with the Share Purchase Agreement entered into with Edel Commodities Limited, 10,000 equity shares of Inditrade Business Consultants Limited were issued to Edel Commodities Limited. As a result, Inditrade Business Consultants Limited ceased to be the wholly owned subsidiary of the Inditrade Capital Limited.

During the year under review, the Company subscribed to a further 60,00,000 (Sixty Lakh) equity shares of Rs. 10 each of Inditrade Business Consultants Limited at par. As a result, the present equity share holding of your Company in Inditrade Business Consultants Limited is 60,99,994 (Sixty Lakhs Ninety Nine Thousand Nine Hundred and Ninety Four)equity shares constituting approximately 99.84% of the total equity share capital.

As on 31 March 2017, the Company has 4 (four) direct subsidiaries, 2 (two) step-down subsidiaries.

ACCOUNTS OF SUBSIDIARIES

The Board of Directors (including Audit Committee) has reviewed the affairs of the Subsidiaries and the salient features of the financials of Subsidiary Companies are provided in the prescribed format AOC -1.

The Annual Audited Accounts of the Subsidiary Companies and the related detailed information will be made available to the shareholders of the Company at the Registered Office of the Company and on the Company''s website www.inditrade.com under section Investor Relations. The Company shall furnish a hard copy of the detailed accounts of the subsidiaries to any shareholder on demand.

RECLASSIFICATION OF PROMOTERS

During the year under review, pursuant to the consent of the shareholders and the approval of BSE Limited as per Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Sudip Bandyopadhyay, M/s. Juno Moneta Technologies Private Limited and M/s. A.T. Invofin India Private Limited were classified as the Promoters of the Company and M/s. Baring India Private Equity Fund III Listed Investments Limited was reclassified under the Public category.

RESERVES

During the year under review, no amount from profit was transferred to reserves.

DIVIDEND

The Board of Directors do not recommend any dividend to the shareholders for the financial year 2016-2017 since the surplus is intended to be ploughed back into the business for its future expansion plans.

DETAILS OF UTILIZATION OF IPO PROCEEDS:

(Amount in Lakhs)

Particulars	Envisaged in the prospectus	Change in utilization1			Amount utilized till 31.03.2016	Utilized during the year ended 31.03.2017	Total fund Utilized (Including change in utilization)			Amount remaining to be utilized
Middle East Operations	560	(366.66)			193.34	-	193.34			-
Technology Up gradation										-
Computer Software		-			110	-		110		-
Computer Hardware					50			50		-
Regional Office	600	-			628.81	-		628.81		-
Issue Expenses	130	-			147.86	-		147.86		-
Opening new branches in India	-	200			155.37	44.63		200		-
Infrastructure development for i-trade	-	40			15.47	24.53		40		-
Other infrastructural requirements.	-	126.66			126.66	-		126.66		-
Total	1,450.00	-			1,427.51	69.16		1,496.67		-
Means of Finance										-
Issue Proceeds	-	-			-	-	1,450.00		-
Internal Accruals	-	-			-	-	46.67		-
Total Utilized	-	-			-	-	1,496.67		-

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 in Form MGT-9 is attached as Annexure II.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adherence to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). The Company strives to achieve fairness for all stakeholders and to enhance long term shareholders value.

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company together with the certificate from M/s BVR & Associates, Kochi, Practicing Company Secretary Firm, forms an integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee (CSR Committee) consisting of the following directors as members:

1. Ms. Jhuma Guha

2. Mr. K.A. Somasekharan

3. Mr. B. G. Daga

As per Section 135 read with Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VII of the Companies Act, 2013, the Company is required to spend at least 2% of the average net profits of the three immediately preceding financial years on CSR-related activities (specified in Schedule VII of the Companies Act, 2013). Accordingly, the Company was required to spend Rs. 6,41,470/- (Rupees six lakhs forty one thousand four hundred and seventy only) towards CSR activities specified in Corporate Social Responsibility Policy (CSR Policy) of the Company. As per the recommendations of CSR committee, the Company has spent Rs. 3,00,000/- (Rupees three lakhs only) on CSR activities by way of donation to the Society for the Education of the Crippled (Child and Adult), Maharashtra a NGO which was established in 1958. The annual report on Corporate Social Responsibility activities undertaken by the Company is attached as Annexure III.

The CSR Policy is available on the Company''s website in the below mentioned link: http://www.inditrade.com/Pdf/CSR Policy ICL.pdf

BOARD MEETINGS

The Board Meetings of the Company were held with requisite notice and with a valid quorum. The Board met 6 (six) times during the financial year 2016-17 on 08 April 2016; 29 April 2016; 23 May 2016; 10 August 2016;

09 November 2016 and 06 February 2017. The maximum interval between the two meetings did not exceed 120 days. Details of the composition of the Board Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report which forms part of the Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company had prepared a Nomination and Remuneration policy for performance evaluation of the Chairman, individual Directors, Board and its Committees, and the policy also includes the criteria for appointment and remuneration of Directors including Independent Directors, Key Managerial Persons and Senior Management. The Nomination and Remuneration policy has been framed in accordance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement [now replaced by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]. The Nomination and Remuneration Committee of the Company oversees the implementation of the Nomination and Remuneration policy of the Company. The composition of the Nomination and Remuneration Committee and other relevant details are provided in the Corporate Governance Report.

The Nomination and Remuneration Policy spells out the criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and senior management employees including functional heads. The Nomination and Remuneration policy of the Company is available on the Company''s website:

http://www.inditrade.com/Pdf/Inditrade Capital-Remuneration Policy.pdf

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee is responsible for identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down in the Nomination and Remuneration Policy. The Committee shall also recommend to the Board, the appointment of any new Directors/Key Managerial Personnel or removal of the existing Directors/ Key Managerial Personnel. The Committee shall recommend to the Board as to whether to extend or continue the term of appointment of the independent directors, on the basis of the report of performance evaluation of Independent Directors. After carefully evaluating and analyzing the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company decides whether to appoint a new Director/Key Managerial Personnel or remove an existing Director/s/ Key Managerial Personnel, as the case may be.

Evaluation by Board of its performance and that of its committees and individual Directors;

The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. The Board and the individual Directors have also evaluated the performance of Independent and Non independent Directors, performance of the Board as a whole and that of the Chairman.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company consisted of four Directors at the beginning of the financial year namely Mr. B. G Daga (Non Executive Independent Director), Mr. K A Somasekharan (Non Executive Independent Director), Ms. Jhuma Guha (Non Executive Director) and Mr. Giri Krishnaswamy (Non Executive Director). During the year under review, Mr. Giri Krishnaswamy resigned as the Director and Mr. Gurmeet Singh was appointed as Director of the Company. The Board had placed on record its appreciation for the valuable contribution made by Mr. Giri Krishnaswamy during his tenure as the Director of Company.

During the year under review, Ms. Geniya Banerjee resigned from the post of Chief Financial Officer of the Company and she was relieved from the services of the Company with effect from the close of business hours on 08 July 2016. Mr. Naveen Kumar Jain was appointed as the Chief Financial Officer (CFO) of the Company with effect from 10 August 2016.

The members of the Company at its meeting held on 23 September 2015 had appointed Mr. Vinod Mohan as the Manager of the Company for a period of 2 years commencing 11 November 2014. His term of office expired on 10 November 2016, and the Board of Directors on the recommendation of the Nomination and Remuneration Committee re-appointed Mr. Vinod Mohan as the Manager of the Company for a further period of 3 years effective from 11 November 2016 subject to the approval of members of the Company.

Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for relevant details including qualifications and experience of the Directors and the Key Managerial Personnel for taking an informed decision regarding their appointment.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

- Mr. Vinod Mohan - Manager & Company Secretary

- Mr. Naveen Kumar Jain - Chief Financial Officer Declaration by Independent Directors

The Independent Directors of the Company have given declarations that they have met the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EMPLOYEE STOCK OPTION PLAN (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage the employees to participate in the growth of the Company. The Securities and Exchange Board of India introduced the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI ESOP Regulations”) on 28 October 2014. The Company, during the year under review, substituted and made modifications to the

ESOP scheme and the ESOP Trust constituted to administer the scheme, in line with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014.

The Board of Directors in order to rationalize/ rearrange / update/ amend the existing provisions of ESOP plan and to make it more effective and aligned it with the prevailing laws and regulations i.e. changes in definitions, rearrangement of paragraphs, removal of lock-in, introducing a clause on severability, reference to SEBI updated regulations, etc., the approval of members is sought in terms of Regulations of the SEBI (Share Based Employee Benefits) Regulations, 2014.

Disclosure as required under Regulation 14 of SEBI Circular - CIR/CFD/POLICY CELL/2/2015 dated 16 June, 2015 has been made available at the Company website at www.inditrade.com.

FIXED DEPOSITS

During the year, your Company does not hold/not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 and the rules made there under.

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure as stipulated under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note 10, 11 and 24 to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year were in compliance with the applicable provisions of the Companies Act, 2013, the Listing Agreement and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company at large.

All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has framed a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website:

http://www.inditrade.com/Pdf/Inditrade RPT Policy.pdf.

Particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 in Form No. AOC 2 of the Companies (Accounts) Rules, 2014 is attached as Annexure V.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report, is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS

M/s. Haribhakti & Co. LLP, Chartered Accountants, Chennai, was appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 20^th Annual General Meeting held on 26 September 2014 till the conclusion of the fourth consecutive Annual General Meeting to be held in the year 2018. Ratification of appointment of Statutory Auditors is being sought from the Members of the Company at the ensuing Annual General Meeting.

The Company has received letters from M/s. Haribhakti & Co. LLP, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) of the Act and that they are not disqualified from appointment as Statutory Auditors of the Company.

There are no audit qualifications, reservations or adverse remarks from the Statutory Auditors during the year under review.

SECRETARIAL AUDIT

M/s. SVJS & Associates, Practicing Company Secretaries, Kochi was appointed to conduct the Secretarial Audit of the Company for the financial year 2016-2017 as required under Section 204 of the Companies Act, 2013 and the rules made there under.

The Secretarial Audit Report for the financial year 20162017 forms a part of the Annual Report and is attached as Annexure VI.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities of the Company, the information required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts), Rules 2014 relating to Energy Conservation, Technology Absorption is not applicable. However, the effort made by the Company towards technology absorption includes the following:

I. Adoption of the latest state of-the-art Datacentre, software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

II. Implemented Server virtualization to reduce the Server, Power and Management foot prints.

III. Implemented the Log management to identify detailed server, network and application issues and proactively clear them so that they do not affect the trading platform.

The Company had no foreign exchange earnings or outgo during the period under review.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. The internal controls, including the internal financial control of the Company are managed and reviewed by the Audit Committee and apart from the staff employed by the Company, the Company has also appointed Internal Auditors from outside the Company to review and monitor the internal financial controls and their adequacy. The internal financial controls are adequate and commensurate with the size and nature of business of the Company.

RISK MANAGEMENT

The Company has framed and implemented a Risk Management Policy to assist the Board in:

(a) overseeing and approving the Company''s enterprise wide risk management framework;

(b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed.

The Policy is regularly reviewed by the Board. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company also conducts external research to identify external threats, internal audit and internal surveys to identify internal risks.

The Risk Management Policy has been uploaded on the Company''s website and also available for verification at the below mentioned link: http://www.inditrade.com/Pdf/Risk Managment Policy ICL. pdf

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In order to address the genuine concerns and grievances of the Directors and Employees of the Company, the Company has established a vigil mechanism/ Whistle Blower Policy for Directors and employees pursuant to section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The vigil mechanism provides adequate safeguards against victimization of director(s) or employee(s) or any other person who avails the mechanism and also provide for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The vigil mechanism is available in the website of the Company in the below mentioned link: http://www.inditrade.com/Pdf/Vigil%20Mechanism%20 Whistle%20Blower%20Policy Inditrade.pdf

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress any complaint regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17:

- No of complaints at the beginning of the year 2016-2017: NIL

- No of complaints received: NIL

- No of complaints disposed off: NIL

- No of complaints at the end of the year 2016-2017: NIL

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors affirm:

(a) That in the preparation of the annual accounts for the financial year ending 31 March 2017, the applicable Accounting Standards have been followed and there are no material departures.

(b) That the Directors have selected such accounting policies and have 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 as on 31 March 2017 and of the profit of the Company for the financial year ended on that date.

(c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the Directors have prepared annual accounts for the financial year ended 31 March 2017 on a ''going concern'' basis.

(e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the regulators, stock exchanges, other statutory bodies and Company''s bankers for the assistance, cooperation and encouragement extended to the Company. Your Directors wish to place on record their appreciation for the contributions made by the employees at all levels for their efforts, hard work and support which are indispensible for the Company. Your involvement as shareholders is also greatly valued and your Directors look forward to your continued support.

For and on behalf of the Board

Sd/- Sd/-

Date : 25 May 2017 B G Daga Jhuma Guha

Place : Kochi Director Director

DIN: 00004858 DIN:00007454

---

Mar 31, 2016

Dear Shareholders,

The Directors are pleased to present the 22nd Annual Report of your Company and the Audited Financial Statements of Accounts for the financial year ended 31st March, 2016.

Financial Results (Rs.in crore)

Particulars	Standalone		Consolidated
	2016	2015	2016	2015
Total Revenue	22.14	22.97	49.26	40.60
Total Expenditure	18.48	15.35	28.55	25.03
Profit/(Loss)Before Tax	3.65	7.62	20.71	15.57
Finance Cost	0.16	0.16	0.47	0.03
Tax Expense	0.51	0.08	3.41	2.43
Exceptional Item	-	-	-	-
Profit /(Loss) for the period (before minority interest, in-case of consolidated)	3.65	7.62	20.71	15.57
Profit /(Loss) after tax and minority interest	3.14	7.54	17.30	13.13
Reserves & Surplus	56.15	53.01	68.88	58.15

Results of Operations

During the year under review, the Company, along with its subsidiaries provided a bouquet of services to its clients. The services include equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading, insurance services, NBFC products like margin funding, loan against shares, loan against commodities. The Company intends to offer more gamut of services to the clients.

On a standalone basis, during the year under review, your Company had earned revenue of Rs. 22.14 crores as against Rs. 22.97 crores in the previous year. The expenditure incurred was Rs. 18.48 crores as against Rs. 15.35 crores in the previous year, resulting in a profit of Rs. 3.14 crores as against profit of Rs. 7.54 crores in previous year. Despite the challenging business environment, the Company has continued to be profitable during the year under reference.

The total consolidated revenue of your Company for the year ended 31st March 2016 was Rs. 49.26 crores as against Rs. 40.60 crores in the previous year and the expenditure incurred was Rs. 28.55 crores as against Rs. 25.03 crores in the previous year which resulted in a consolidated profit before taxes of Rs. 20.71 crores as against Rs. 15.57 crores during the previous year. After tax expense of Rs. 3.41 crores and minority interest of Rs.6.57 crores, the consolidated profit for the year stood at Rs. 10.73 crores as against Rs. 10.32 crores in the previous year.

Subsidiary Companies

Your Directors present herewith a broad overview of the financials of the Subsidiaries of your Company:

a) Inditrade Derivatives and Commodities Limited

Inditrade Derivatives and Commodities Limited recorded total revenue of Rs. 5.31 crores as against Rs. 5.19 crores during the previous year. The expenditure during the year stood at Rs. 5.46 crores, which resulted in a loss of Rs. 0.14 crores as against a loss of Rs. 0.79 crores in the previous year.

b) JRG Fincorp Limited

JRG Fincorp Limited recorded total revenue of Rs.21.87 crores as against Rs.12.60 crores during the previous year. The expenditure during the year stood at Rs.3.73 crores, which resulted in a profit of Rs.18.13 crores before tax. The profit after tax for the year stood at Rs.15.28 crores as against profit of Rs.6.91 crores during the previous year.

c) Inditrade Business Consultants Limited

Inditrade Business Consultants Limited, recorded a loss before tax of Rs. 1.33 Crores as against a profit of Rs. 0.04 crores during the previous year. The loss after tax stood at Rs. 1.37 crores as against a loss of Rs. 0.02 crores during the previous year.

d) Inditrade Insurance Broking Private Limited

Inditrade Insurance Broking Private Limited recorded revenue of Rs. 0.62 crores as against Rs. 0.23 crores in the previous year. The total expenditure stood at Rs.0.52 crores, which resulted in a profit of Rs.0.1 crores before tax. The profit of the Company after tax stood at Rs.0.1 Crore as compared to the loss after tax of Rs.0.13 crores in the corresponding previous year.

ACCOUNTS OF SUBSIDIARIES

During the year, the Board of Directors (including Audit Committee) reviewed the affairs of the Subsidiaries and the salient features of the financials of Subsidiary Companies are provided in the prescribed format AOC -1 attached as Annexure-1.

The Annual Audited Accounts of the Subsidiary Companies and the related detailed information will be made available to the shareholders of the Company at the Registered Office of the Company and on the Company website www.inditrade. com. The Company shall furnish a hard copy of the detailed accounts of the subsidiaries to any shareholder on demand.

Recent Developments

The Company identified the growth and huge potential offered by the Microfinance business and has decided to foray into the Microfinance business. The Board of Directors at its meeting held on 29th April 2016, decided to invest in Tree Microfinance Limited (CIN: U67190TN2016PLC103904), a Company incorporated on 29th January, 2016 under the Companies Act, 2013 having its registered office at 15, Padmanaba Street, T. Nagar, Chennai, Tamil Nadu, India - 600017. The Company acquired 36,85,000 (Thirty Six Lakh Eighty Five Thousand) equity shares of Rs 10 each in Tree Microfinance Limited (constituting 67% of Paid up Capital), thereby making it the Subsidiary of the Company. Subsequently, the name of Tree Microfinance Limited was changed to Inditrade Microfinance Limited.

Reclassification of Promoters

Mr. Sudip Bandyopadhyay,M/s. Juno Moneta Technologies Private Limited and M/s.A. T. Invofin India Private Limited (Acquirers) entered into the Share Purchase Agreement (SPA) dated 7th September, 2015 with M/s.Duckworth Limited and M/s.Baring India Private Equity Fund III Listed Investments Limited (Sellers) the Promoters of the Company to acquire 1,13,80,000 (One Crore Thirteen Lakh Eighty Thousand) Equity Shares at a price of Rs 42.50 (Rupees Forty Two and Fifty Paisa Only) per Equity Share of the Company. Pursuant to the execution of the SPA, the Acquirers made an Open Offer to all Public Shareholders in accordance with Regulation 3(1) and 4 of the SEBI (SAST) Regulations 2011 to acquire up to 61,13,445 (Sixty One Lakh Thirteen Thousand Four Hundred Forty Five) Equity Shares constituting 26% (Twenty Six Percent) of the Share Capital of the Company at an offer price of Rs 42.50 (Rupees Forty Two and Fifty Paise Only) per Equity Share. In accordance with the SPA and Open Offer, the Acquirers shall be classified as the promoters of the Company replacing the existing promoters subject to the approval of the shareholders as per Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Consequent the above, the Acquirers have acquired 1,67,44,461 (One Crore Sixty Seven Lakh Forty Four Thousand Four Hundred Sixty One) equity shares constituting 71.70% of the total share capital of the Company. The Board of Directors of the Company was reconstituted with the nominees of the Acquirers on 15th February 2016 and the then existing

Board Members resigned from the Board. Thereafter, M/s Duckworth Limited and Baring India Private Equity Fund III Listed Investments Limited vide letters dated 14th March, 2016 had requested for declassification as promoters of the Company.

As per Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the shareholders in the general meeting is required for classifying Mr. Sudip Bandyopadhyay, M/s.Juno Moneta Technologies Private Limited and M/s.A.T.Invofin India Private Limited as the Promoters of the Company and for reclassifying M/s Baring India Private Equity Fund III Listed Investments Limited under the Public category.

The Board recommends the same to the Shareholders of the Company.

Reserves

During the year under review, your Company transferred Rs. 32,05,125/- to the General Reserve. No amount from profit was transferred to the reserves during the financial year under review.

Dividend

The Board of Directors do not recommend any dividend to the shareholders for the financial year 2015-2016 since the surplus is intended to be ploughed back into the business for its future expansion plans.

Details of Utilization Of IPO Proceeds: (Amount in lacs)

Particulars	Envisaged in the prospectus	Change in utilization*	Amount utilized till 31.03.2015	Utilized during the year ended 31.03.2016	Total fund Utilized (Including change in utilization)	Amount remaining to be utilized
Middle East Operations	560.00	(366.66)	193.34	-	193.34	-
Technology Up gradation
Computer Software	160.00	-	110.00	-	110.00	-
Computer Hardware			50.00	-	50.00	-
Regional Office	600.00	-	628.81	-	628.81	-
Issue Expenses	130.00	-	147.86	-	147.86	-
Opening new branches in India	-	200.00	144.00	11.37	155.37	44.63
Infrastructure development for i-trade	-	40.00	15.47	-	15.47	24.53
Other infrastructural requirements.	-	126.66	126.66	-	126.66	-
Total	1,450.00	-	1,416.14	11.37	1,427.51	69.16
Means of Finance
Issue Proceeds					1,380.84
Internal Accruals					46.67
Total Utilized					1,427.51

*In the Annual General Meeting of the Company held on 25^th July 2009, the shareholders had consented for the change in the utilization of the aforesaid monies totaling to Rs.366.66 Lakhs, raised by the Company during the IPO of its shares, from those specified in the object clause in the prospectus, inter alia, to utilize for expansion activities of the Company in for I-Trade and other infrastructure requirements.

Extract Of Annual Return

The extract of the Annual Return as provided under subsection (3) of section 92 of the Companies Act, 2013 in Form MGT-9 is attached as Annexure II.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). The Company strives to achieve fairness for all stakeholders and to enhance long term shareholder value.

As per Regulation 34 (3) and 71 (2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company together with the certificate from M/s BVR & Associates, Kochi, Practicing Company Secretary LLP conforming compliance forms an integral part of this Report.

Corporate Social Responsibility

During the financial year 2015-2016, the Corporate Social Responsibility Committee (CSR Committee) was constituted comprising Mr. P Viswanathan, Ms. Debanshi Basu and Mr. Munish Dayal as members. On 15th February 2016, the Committee was reconstituted with Ms. Jhuma Guha, Mr. K.A Somasekharan and Mr. B G Daga as members. The Committee during the financial year, formulated and approved Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The Committee was assigned with monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. As per the recommendations of CSR committee, the profits of the Company and the amount to be spent on CSR activities as per Section 135 of the Companies Act, 2013 were insufficient to initiate any significant project. The Board agreed with the recommendations of the CSR Committee and decided that in the forthcoming financial year, suitable project shall be identified and implemented for CSR initiatives. A report on Corporate Social Responsibility is attached as Annexure III.

The CSR Policy is also available on the Company’s website in the below mentioned link. (Ref: http://www.inditrade.com/ Pdf/CSR_Policy_ICL.pdf)

Board Meetings

The Board Meetings of the Company were held with requisite notice and with a valid quorum. The Board met 7 (Seven) times in the financial year 2015-16 on 20th May 2015, 10th August 2015,15th September 2015, 09th November 2015, 05th February 2016, 15th February 2016 and 08th March 2016. The maximum interval between the two meetings did not exceed 120 days. Details of the composition of the Board Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report which forms part of the Annual Report.

Committees Of The Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committee along with their composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Company had devised a policy for performance evaluation of the Chairman, individual Directors, Board and its Committees, which also includes criteria for appointment and remuneration of Directors including Independent Directors, Key Managerial Persons and Senior Management. The Nomination and Remuneration policy was framed in accordance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement (now replaced by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015). The Company has constituted a Nomination and Remuneration Committee for overseeing and implementing the Nomination and Remuneration policy. The composition of the Nomination and Remuneration Committee and other relevant details are provided in the Corporate Governance Report. The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company.

The Nomination and Remuneration Policy spells out the criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and senior management employees including functional heads. The Nomination and Remuneration policy is attached as Annexure IV and is also available on the Company’s website.

(Ref: http://www.inditrade.com/Pdf/Inditrade_Capital-Remuneration_Policy.pdf)

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee is responsible for identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down in the Nomination and Remuneration Policy. The Committee shall also recommend to the board, the appointment of any new Directors or removal of the existing Directors. The Committee shall recommend to the Board as to whether to extend or continue the term of appointment of the independent directors, on the basis of the report of performance evaluation of Independent Directors. After carefully evaluating and analyzing the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company shall decide whether to appoint a new Director or remove an existing Director as the case may be.

Evaluation by Board of its performance and that of its committees and individual directors;

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. The Board and the individual Directors has also evaluated the performance of Independent and Non-independent Directors, performance of the Board as a whole and that of the Chairman.

Directors and Key Managerial Personnel

The Board of your Company consisted of four Directors at the beginning of the financial year namely Mr. Munish Dayal, Ms. Debanshi Basu, Mr. B R Menon and Mr. P Viswanathan. During the year under review, the members approved the appointment of Mr. Vinod Mohan, the Company Secretary also as the Manager of the Company for a period of 2 years with effect from 11th November, 2014.

The Directors pursuant to the open offer made by the Acquirers, decided to resign from the Board as agreed with the Acquirers. Accordingly, Mr. Munish Dayal, Ms. Debanshi Basu, Mr. B R Menon and Mr. P Viswanathan resigned from the Board with effect from 15th February, 2016 and the new Directors, Mr. B G Daga (Non executive Independent Director), Mr. K A Somasekharan (Non executive Independent Director), Ms. Jhuma Guha (Non executive Director) and Mr. Giri Krishnaswamy (Non executive Director) were appointed. The present Board places on record its deep appreciation for the valuable contribution made by erstwhile Board during their tenure.

Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for relevant details including qualifications and experience of the Directors and the period of their appointment.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

- Mr. Vinod Mohan - Manager & Company Secretary

- Ms. Geniya Banerjee - Chief Financial Officer

Declaration by Independent Directors

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Employee Stock Option Plan (Esop)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage our employees to participate in the growth of the Company. The Securities and Exchange Board of India introduced the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI ESOP Regulations") on October 28, 2014. The Company plans to substitute and make modifications to the existing ESOP scheme and the JRG ESOP Trust constituted to administer the scheme to bring the same in line with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014. The old and the proposed new scheme are available at the Company Website at www.inditrade.com.

Disclosure as per Rule 11 (9) of the Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014 thereon is annexed to this report as Annexure V.

Disclosure as required under Regulation 14 of SEBI Circular

- CIR/CFD/POLICY CELL/2/2015 dated 16th June 2015 has been made available at the Company Website at www. inditrade.com.

Fixed Deposits

During the year, your Company did not accept/renew any deposits within the meaning of Chapter V of the Companies Act, 2013 and the rules made there under.

Particulars of Employees

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details/ particulars of employees referred to in Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VI.

Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note-10 to Financial Statements.

Particulars of Contracts or Arrangements With Related Parties

All contracts/ arrangements/ transactions entered by the Company during the financial year were in compliance with the applicable provisions of the Companies Act, 2013, the Listing Agreement and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has framed a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company’s website (URL: http://www.inditrade.com/Pdf/ Inditrade_RPT_Policy.pdf).

Particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 in Form No. AOC 2 of the Companies (Accounts) Rules, 2014 is attached as Annexure VII.

Management Discussion and Analysis Report

As stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management’s discussion and analysis, is presented in a separate section forming part of the Annual Report.

Statutory Auditors

M/s. Haribhakti & Co. LLP Chartered Accountants, Chennai, was appointed as the Statutory Auditors of the Company to hold the office from the conclusion of the 20th Annual General Meeting held on 26th September 2014 till the conclusion of fourth consecutive Annual General Meeting to be held in the year 2018. Ratification of appointment of Statutory Auditors is being sought from the Members of the Company at this AGM.

The Company has received letters from M/s. Haribhakti & Co. LLP Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) of the Act and that they are not disqualified from appointment as statutory auditors of the Company.

There are no audit qualifications, reservations or adverse remarks from the Statutory Auditors during the year under review.

Secretarial Audit

M/s. SVJS & Associates, Practicing Company Secretaries, Kochi was appointed to conduct the Secretarial Audit of the Company for the financial year 2015-2016 as required under Section 204 of the Companies Act, 2013 and the rules made there under.

The Secretarial Audit Report for the financial year 2015-2016 forms a part of the Annual Report and is attached as Annexure VIII.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of activities of the Company, the information required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts), Rules 2014 relating to Energy Conservation, Technology Absorption is not applicable. However, the effort made by the Company towards technology absorption includes the following:

I. Adoption of the latest state of-the-art Datacentre, software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

II. Implemented Server virtualization to reduce the Server, Power and Management foot prints.

III. Implemented the Log management to identify detailed server, network and application issues and proactively clear them so that it will not affect the trading platform.

The Company had no foreign exchange earnings or outgo during the period under review.

Internal Financial Control and Its Adequacy

The Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. The internal controls, including the internal financial control of the Company are managed and reviewed by the Audit Committee and apart from the staffs employed by the Company, the Company has also appointed Internal Auditors outside the Company to review and monitor the internal financial control and its adequacy. The internal financial controls are adequate and commensurate with the size and nature of business of the company.

Risk Management

The Company has framed and implemented a Risk Management Policy to assist the Board in

(a) overseeing and approving the Company’s enterprise wide risk management framework; (b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed.

The Policy is reviewed and approved by the Board. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company also conducts external research to identify external threats, internal audit and internal surveys to identify internal risks.

The Risk Management Policy has been uploaded to the Company’s website and is also available for verification at the below mentioned link. (Ref: http://www.inditrade.com/Pdf/ Risk_Managment_Policy_ICL.pdf)

Vigil Mechanism/ Whistle Blower Policy

In order to address the genuine concerns and grievances of the Directors and Employees of the Company, the Company has established a vigil mechanism/ Whistle Blower Policy for directors and employees pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Vigil Mechanism provides adequate safeguards against victimization of Director(s) or Employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The Vigil Mechanism is available in the website of the Company in the link: http://www.inditrade.com/Pdf/Vigil%20 Mechanism%20Whistle%20Blower%20Policy_Inditrade.pdf

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress any complaint regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16:

- No of complaints received: NIL

- No of complaints disposed off: NIL

Directors’ Responsibility Statement

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors affirm:

(a) That in the preparation of the annual accounts for the financial year ending 31st March, 2016, the applicable Accounting Standards had been followed and there are no material departures.

(b) That the Directors have selected such accounting policies and have 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 as on 31st March, 2016 and of the profit of the Company for the year ended on that date.

(c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the Directors have prepared annual accounts for the financial year ended 31st March, 2016 on a ''going concern’ basis.

(e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Acknowledgments

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the regulators, stock exchanges, other statutory bodies and Company’s bankers for the assistance, cooperation and encouragement extended to the Company. Your Directors wish to place on record their appreciation for the contributions made by the employees at all levels and whose efforts, hard work and support are inexplicable for the Company. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Date: 23rd May, 2016 Jhuma Guha Giri Krishnaswamy

Place: Kochi Director Director

DIN:00007454 DIN:05238555

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Mar 31, 2015

DEAR MEMBERS,

The Directors are pleased to present the 21st Annual Report and the Company's audited accounts for the financial year ended March 31, 2015.

Financial results

(Rupees in crore)

Particulars Standalone

2015 2014

Total Revenue 22.97 15.37

Total Expenditure 15.35 16.28

Profit/(Loss)Before Tax 7.62 (0.91)

Finance Cost 0.16 0.12

Provision for Tax 0.08 -

Exceptional Item - -

Profit /(Loss) for the period 7.54 (0.91)

Profit /(Loss) after tax and - - minority interest

Particulars Consolidated

2015 2014

Total Revenue 40.60 31.96

Total Expenditure 25.03 32.88

Profit/(Loss)Before Tax 15.57 (3.82)

Finance Cost 0.03 0.08

Provision for Tax 2.43 0.96

Exceptional Item - 2.91

Profit /(Loss) for the period 15.56 (3.82)

Profit /(Loss) after tax and 10.32 (5.67) minority interest

Results of Operations

On a standalone basis, during the year under review, your Company had earned revenue of Rs. 22.97 crores as against Rs. 15.37 crores in the previous year. The expenditure incurred was Rs.15.35 crores as against Rs.16.28 crores in the previous year, resulting in a profit of Rs. 7.54 crores as against of loss Rs. 0.91 crores in previous year. The year ended with a positive outlook as the loss in the previous year has been replaced by profit in the current year.

The total consolidated revenue of your Company for the year ended 31st March 2015 was Rs.40.60 crores as against Rs. 31.96 crores in the previous year and the expenditure incurred was Rs.25 crores against Rs. 32.88 crores in the previous year which resulted in a consolidated profit before taxes of Rs. 15.56 crores as against a loss of Rs. 3.83 crores during the previous year.After tax expense of Rs.2.43 crores and minority interest of Rs.2.81 crores, the consolidated profit for the year stood at Rs. 10.32 crores as against a loss of Rs. 5.67 crores in the previous year.

Business Updates

During the year under review, the Company, along with its subsidiaries provided a bouquet of services to its clients. The services include equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading, insurance services, NBFC products like margin funding, loan against shares, loan against commodities. The Company intends to offer more gamut of service to the clients.

Recent updates

The Company's online presence is through its portal www. inditrade.com and Mobile App, empowering the clients to trade online across equities, commodities, currencies and mutual funds.

The Company's online clients increased by 15.68% while comparing with the previous year and the revenue generation attained to 31.71% of total revenue.

The Company has registered a trademark for it's mobile app - "MTrade - Trade On The Go"

Subsidiary Companies

Your Directors present herewith a broad overview of the operations and financials of Subsidiaries of your Company:

a) Inditrade Derivatives and Commodities Limited

Commodity subsidiary, Inditrade Derivatives and Commodities Limited recorded total revenue of Rs. 5.19 crores as against Rs. 7.33 crores during the previous year. The expenditure during the year stood at Rs 5.85 crores, which resulted in a loss of Rs. 0.66 crores as against a loss of Rs. 3.19 crores in the previous year.

b) JRG Fincorp Limited

NBFC Subsidiary, JRG Fincorp Limited recorded revenue of Rs.12.60 crores as against Rs. 8.17 crores during the previous year. The expenditure during the year stood at Rs. 3.8 crores, which resulted in a profit of Rs. 8.80 crores before tax. The profit after tax for the year stood at Rs. 6.90 crores as against profit of Rs. 2.03 crores during the previous year.

c) Inditrade Business Consultants Limited

Inditrade Business Consultants Limited, recorded revenue of Rs 0.55 crores as against Rs. 1.52 crores in the previous year. The expenditure during the year stood at Rs 0.51 crores, which resulted in a profit of Rs 0.04 crores before tax. The loss after tax for the year stood at Rs. 0.25 crores as against loss of Rs. 2.62 crores during the previous year.

d) Inditrade Insurance Broking Private Limited

Inditrade Insurance Broking Private Limited recorded revenue of Rs. 0.22 crores as against Rs. 0.29 crores in the previous year. The total expenditure stood Rs.0.09 crores, which resulted in a profit of Rs. 0.13 crores before tax. The loss after tax stood at Rs. 0.13 crores as against a loss of Rs 0.10 crores in the corresponding previous year.

Accounts of Subsidiaries

The Company assures that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and its subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by shareholders at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of its details of accounts of subsidiaries to any shareholder on demand.

Dividend

Board of Directors do not recommend dividend to the shareholders for the financial year 2014-2015 since the surplus is intended to be ploughed back into the business for its future expansion plans.

Details of utilization of IPO proceeds:

(Amount in lacs)

Particulars Envisaged Change in in the utilization* prospectus



Middle East Operations 560.00 (366.66)

Technology Upgradation

Computer Software 160.00 -

Computer Hardware

Regional Office 600.00 -

Issue Expenses 130.00 -

Opening new branches in India - 200.00

Infrastructure development for - 40.00 i-trade

Other infrastructural requirements. - 126.66

Total 1,450.00 -

Means of Finance

Issue Proceeds

Internal Accruals

Total Utilized

Particulars Amount Utilized utilized during the till year ended 31.03.2014 31.03.2015

Middle East Operations 193.34 -

Technology Upgradation

Computer Software 110.00 -

Computer Hardware 50.00 -

Regional Office 628.81 -

Issue Expenses 147.86 -

Opening new branches in India 138.74 5.26

Infrastructure development for 15.23 0.24 i-trade

Other infrastructural requirements. 123.23 3.43

Total 1407.21 8.93

Means of Finance

Issue Proceeds

Internal Accruals

Total Utilized

Particulars Total fund Amount Utilized remaining (Including to be change in utilized utilization)

Middle East Operations 193.34 -

Technology Upgradation

Computer Software 110.00 -

Computer Hardware 50.00 -

Regional Office 628.81 -

Issue Expenses 147.86 -

Opening new branches in India 144.00 56.00

Infrastructure development for 15.47 24.53 i-trade

Other infrastructural requirements. 126.66 -

Total 1,416.14 80.53

Means of Finance

Issue Proceeds 1,369.47

Internal Accruals 46.67

Total Utilized 1,416.14



*In the Annual General Meeting of the Company held on 25th July 2009, the shareholders had consented for the change in the utilization of the aforesaid monies totaling to Rs.366.66 Lakhs, raised by the Company during the IPO of its shares, from those specified in the object clause in the prospects, inter alia to utilise for expansion activities of the Company in India for opening new branches, infrastructure development for I-Trade and other infrastructure requirements.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 4th December 2014 on the Ministry of Corporate Affairs' website.

The extract of the Annual Return as provided under sub section (3) of Section 92 of the Companies Act, 2013 in Form No. MGT 9 is attached as Annexure II.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from a Practicing Company Secretary firm viz M/s BVR & Associates, Kochi conforming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached as Annexure I to the Report on corporate governance.

Directors and Manager

Presently the Board of your Company consists of four Directors of which two are Independent Non-Executive Directors, in compliance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited. As part of the requirements under Clause 49 of the Listing Agreement, Mr. P Viswanathan (DIN: 00011136),Independent Non Executive Director, is nominated on the Board of JRG Fincorp Limited, Inditrade Derivatives and Commodities Limited and Inditrade Business Consultants Limited, subsidiaries of your Company.

Mr. Munish Dayal (DIN: 01683836), director of the Company who retired at the 20th Annual General Meeting of the Company held on 26th September, 2014 was re-appointed as the director of the Company.

Ms. Debanshi Basu (DIN: 07135074), has been appointed as the Woman Director of the Company w.e.f. 26th March, 2015 in accordance with Section 149 of the Companies Act, 2013 read with revised Clause 49 of the Listing Agreement subject to the shareholders approval in the ensuing Annual General Meeting of the Company.

Mr. Guruswami Raj G who was appointed as the Manager of the Company for a period of 2 years w.e.f 14th March 2014, with the approval of Shareholders in their Annual General Meeting held on 26th September 2014 has resigned from the Company. Consequently Mr. Vinod Mohan has been appointed as Manager of the Company for a period of 2 years w.e.f 11th November 2014 subject to the approval of the Shareholders in their Annual General Meeting.

Details of the proposal along with necessary resolutions for the appointment of the aforesaid Director and Manager have been included in the Notice convening the ensuing AGM and Explanatory Statement under Section 102 of the Companies Act, 2013.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Munish Dayal(DIN: 01683836), Director, retiring by rotation at the ensuing Annual General Meeting is eligible for re-appointment.

Employee Stock Option Plan (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage our employees to participate in the growth of the Company. Disclosure as per the SEBI (Employees Stock Option Scheme and Employees Stock Option Purchase Scheme) Guidelines, 1999 and any amendments thereon is annexed to this report as Annexure I.

Fixed deposits

During the year, your Company did not accept/renew any deposits within the meaning of Chapter V of the Companies Act, 2013 and the rules made there under.

Particulars of employees

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, is presented in a separate section forming part of the Annual Report.

Statutory Auditors

M/s. Haribhakti & Co. LLP, Chartered Accountants, Chennai, have been appointed as the Statutory Auditors of the Company to hold the office from the conclusion of the 20th Annual General Meeting held on 26th September 2014 till the conclusion of fourth consecutive Annual General Meeting, subject to the ratification of the appointment by the members at every Annual General Meeting subsequently.

Information under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

(i) The efforts made towards technology absorption;

The Company adopted the latest state of the art Datacentre, Software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

Implemented Server virtualisation to reduce the server, Power and Management foot print. Implemented the Log management to identify detailed server, Network and application issue and proactively clear them so that it will not affect the trading platform.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

Not Applicable

(b) the year of import;

Not Applicable

(c) whether the technology been fully absorbed;

Not Applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

Not Applicable

(iv) the expenditure incurred on Research and Development No expenditure spent on research and development last year

(v) Formal Annual Evaluation has been made in an objective manner by the Board of Directors of its own performance and that of its committees and individual directors at the meeting of the Board of Directors held on 20.05.2015.

Other disclosures

i. Four meetings of the Board of Directors were held during the year on the following dates viz 27.05.2014, 08.08.2014, 11.11.2014 and 1 1.02.2015.

ii. The Company has received declarations from all the Independent Directors of the Company conforming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited.

iii. The internal financial controls are adequate commensurate with the size and nature of business of the company.

iv. The company has framed a Nomination and Remuneration policy which has been approved by the Board of Directors pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement which provides the criteria for the appointment and remuneration of directors including Independent Directors, Key Managerial Persons and Senior Management. Nomination and Remuneration Committee has also been constituted. The Nomination and Remuneration Policy is attached as Annexure III.

v. There are no qualifications, reservation or adverse remark made by the statutory auditors.

vi. Details of loans, guarantees and investments made under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this annual report.

vii. Particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 in Form No. AOC 2 of the Companies (Accounts) Rules, 2014 is attached as Annexure IV.

viii. State of Company's affairs: The services offered by the company include equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading.

ix. The company does not propose to transfer any amount to its reserves.

x. The company has developed and implemented a risk management policy and the same is available in the website of the company.

xi. Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII, CSR Committee has been constituted.

xii. Audit Committee of the Board of Directors consists of three members viz Mr. P Viswanathan, Independent Director, who is also the Chairman along with Mr. B R Menon, independent Director and Mr. Munish Dayal, Director.

xiii. The company has established a vigil mechanism for directors and employees pursuant to Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The vigil mechanism is available in the website of the company in the link: http://www.inditrade.com/Pdf/Vigil%20Mechanism%20Whistle%20Blower%20 PolicyJnditrade.pdf

xiv. Apart from receiving sitting fees by the Independent Directors, none of the directors are receiving any remuneration from the company.

xv. There are 141 permanent employees on the rolls of company as at the end of the financial year 2014-15;

xvi. Details required to be disclosed under Section 197 of the Companies Act, 2013 is attached as Annexure V.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

* No of complaints received: NIL

* No of complaints disposed off: NIL

Directors' Responsibility Statement

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors affirms:

(a) That in the preparation of the annual accounts for the year ending March 31, 2015 the applicable Accounting Standards had been followed and there are no material departures.

(b) That the accounting policies have been selected and applied consistently and have 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 as on March 31, 2015 and of the profit of the Company for the year ended on that date.

(c) That proper and sufficient care was taken 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.

(d) That the accounts for the year ended March 31, 2015 was prepared on a 'going concern' basis.

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

(f) 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.

Secretarial Audit

The Secretarial audit report prepared by M/s. SVJS & Associates, Practicing Company Secretaries, Kochi pursuant to Section 204 of the Companies Act, 2013 is attached as Annexure VI. The Auditors have observed that the Board does not have an optimum combination of Executive, Non-Executive and Independent Directors as contemplated under Clause 49 of the Listing Agreement. The matter was duly considered by the Board for taking necessary actions.

Acknowledgments

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the regulators, stock exchanges, other statutory bodies and Company's bankers for the assistance, cooperation and encouragement extended to the Company. Your Company's employees are instrumental in your Company scaling new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Place: Gurgaon P. Viswanathan Date: 20.05.2015 Chairman

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 20th Annual Report and the Company''s audited accounts for the financial year ended March 31, 2014.

Financial results (Rs. in Crores)

Particulars Standalone Consolidated

2013 2014 2013 2014

Total Revenue 15.37 20.17 31.96 40.92

Total Expenditure 16.28 23.20 32.88 45.71

Profit/ (Loss) before tax and exceptional items (0.91) (3.03) (0.92) (4.79) Exceptional Item - - 2.91 -

Provision for Tax - - 0.96 1.15

Profit /(Loss) after tax and exceptional item (0.91) (3.03) (4.79) (5.94)

Profit /(Loss) after tax and minority interest (5.67) (6.56)

Results of Operations

On a standalone basis, during the year under review, your Company earned revenue of Rs. 15.37 crores as against Rs. 20.17 crores in the previous year. This was a result of a continued lackluster market, as well as, your Company''s concerted efforts to rationalize costs and retain only profitable customers and business associates. The Management completed a fixed cost optimization program this year under which negative contribution branches were consolidated into larger branches. Further, management undertook an effort to optimize technology costs, communication costs and employee costs so as to contain expenses in a tough industry environment.

As a result of this effort, while ''loss-making revenues'' came off, expenses were contained significantly. The expenditure incurred was Rs. 16.28 crores as against 23.20 crores in the previous year or a saving of 29.83%. This resulted in a loss of Rs. 0.91 crores as against of loss Rs. 3.03 crores in previous year. The year ended with a positive outlook as the loss is reduced by 70% as compared to the previous year.

The total consolidated revenue of your Company for the year ended 31st March 2014 was Rs. 31.96 crores as against Rs. 40.92 crores in the previous year and the expenditure incurred was Rs. 32.88 crores against Rs. 45.70 crores in the previous year. As a result of the Company''s cost optimization plan, the Company saved Rs. 12.90 crores by shutting down unprofitable branches, renegotiating service contracts with vendors, and focusing on productivity and efficiencies. The Company recorded a EBITDA of Rs. 2.75 crores this year as compared to EBITDA of Rs. 0.36 crores last year.

The Company has demonstrated prudence by building a treasury book, where investments have contributed to realised profits of Rs. 2.04 crores in this financial year.

Your Company has recorded a consolidated loss before taxes of Rs. 0.92 crores as against a loss of Rs. 4.79 crores during the previous year. After tax expense of Rs. 0.96 crores, exceptional item of Rs. 2.91 crores and minority interest of Rs. 0.87 crores, the consolidated loss for the year stood at Rs. 5.67 crores as against a loss of Rs. 6.56 crores in the previous year.

Business updates

During the year under review, the Company, along with its subsidiaries provided a bouquet of services to its clients. The services include equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading, insurance services, NBFC products like margin funding, loan against shares, loan against commodities. The Company intends to offer more gamut of service to the clients.

The Company was EBITDA focused and shifted more priority to cost management by rationalizing unprofitable branches and business associates, employee costs, technology, infrastructure and operating costs. This resulted in a cost saving of Rs. 12.90 crores this year.

Recent updates

During the year under review the name of your Company has been changed from JRG Securities Limited to Inditrade Capital Limited. Company got the approval from Registrar of Companies (ROC), Kerala on 23rd October, 2013. Consequent to the change in name, the company has filed necessary applications to change its name with all Stock Exchanges and Depositories.

During the year under review the Company was subjected to inspection by Regulatory Authorities. National Stock Exchange of India Limited (NSE) and National Security Depository Limited (NSDL) had observed that "there are no adverse findings" and "no deviation observed" respectively.

Subsidiary Companies

Your Directors present herewith a broad overview of the operations and financials of Subsidiaries of your Company:

a) Inditrade Derivatives and Commodities Limited

Inditrade Derivatives and Commodities Limited recorded total revenue of Rs. 7.33 crores as against Rs. 10.95 crores during the previous year in line with slowing commodity prices and volumes last year. The expenditure during the year stood at Rs. 10.52 crores, which resulted in a loss of Rs. 3.19 crores as against a loss of Rs. 4.36 crores in the previous year.

b) JRG Fincorp Limited

NBFC Subsidiary, JRG Fincorp Limited recorded revenue of Rs. 8.17 crores as against Rs. 7.81 crores during the previous year. The expenditure during the year stood at Rs. 5.17 crores, which resulted in a profit of Rs. 3.00 crores before tax. The profit after tax for the year stood at Rs. 2.03 crores as against profit of Rs. 1.61 crores during the previous year.

The Company built a treasury book using free cash and generated profits before tax of Rs. 2.26 crores.

c) Inditrade Business Consultants Limited

Inditrade Business Consultants Limited, recorded revenue of Rs. 1.52 crores as against Rs. 2.72 crores in the previous year. The expenditure during the year stood at Rs. 1.23 crores, and exceptional item of Rs. 2.91 crores, which resulted in a loss of Rs. 2.61 crores as against loss of Rs. 0.16 crores during the previous year.

d) Inditrade Insurance Broking Private Limited

Inditrade Insurance Broking Private Limited recorded revenue of Rs. 0.29 crores as against Rs. 0.39 crores in the previous year. The total expenditure stood Rs. 0.39 crores, which resulted in a loss of Rs. 0.10 crores as against a loss of Rs. 0.09 crores in the corresponding previous year.

Accounts of Subsidiaries

The Ministry of Corporate Affairs vide its General Circular No. 02/ 2011 dated February 08, 2011 has granted a general exemption from attaching the financial statements of its subsidiaries along with the accounts of holding company subject to fulfillment of condition specified in the said circular. Accordingly, your Company is not attaching the financial statement of its subsidiaries viz. Inditrade Derivatives and Commodities Limited, Inditrade Insurance Broking Private Limited, JRG Fincorp Limited and Inditrade Business Consultants Limited along with the Balance Sheet of your Company for the year under review.

Further, the Company assures that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and its subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of its details of accounts of subsidiaries to any shareholder on demand.

Dividend

The Company incurred loss during the current financial year under review and therefore Board of Directors do not recommend dividend to the shareholders for the financial year 2013-2014.

Details of utilisation of IPO proceeds: (Amount in lacs)

Particulars* Envisaged Change Amount in the in utilization * utilized as prospectus on 31st March

Middle Eastern Operations 560.00 (366.66) 193.34

Technology up gradation

Computer software - 110.00 160.00 Computer hardware - 50.00

Regional offices 600.00 - 628.81

Issue expenses 130.00 - 147.86

Opening new branches in India - 200.00 124.07

Infrastructure development for i-trade - 40.00 15.23

Other infrastructural requirements. - 126.66 123.23

Total 1450.00 1392.54

Particulars* Utilized Total fund Amount during the utilized remaining to year (Including be utilized change in utilization)

Middle Eastern Operations - 193.34 -

Technology up gradation

Computer software - 110.00 Computer hardware - 50.00

Regional offices - 628.81

Issue expenses - 147.86

Opening new branches in India 14.67 138.74 61.26

Infrastructure development for i-trade - 15.23 24.77

Other infrastructural requirements. - 123.23 3.43

Total 14.67 1407.21 89.46

Means of finance

Issue proceeds 1360.54

Internal accruals 46.67

Total utilized 1407.21

* In the Annual General Meeting of the Company held on 25th July 2009, the shareholders gave their consent to change the utilization of the aforesaid monies totaling to Rs. 366.66 Lakhs, raised by the Company during the IPO of its shares, from those specified in the object clause in the prospects, inter alia to utilizing the monies for expansion activities by opening new branches, infrastructure development for I-Trade and other infrastructure and technology requirements.

Transfer of Amounts to Investor Education and Protection Fund Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 27th September 2013 (date of last Annual General Meeting) on the Company''s website (www. inditrade.com), as also on the Ministry of Corporate Affairs'' website.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from a Practising Company Secretary, Kochi conforming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached to the Report on corporate governance.

Directors

Presently the Board of your Company consists of three Directors of which two are Independent Non-Executive Directors, in compliance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited. As part of the requirements under Clause 49 of the Listing Agreement, Mr. P. Viswanathan(DIN: 00011136),Independent Non Executive Director, is nominated on the Board of JRG Fincorp Limited, Inditrade Derivatives and Commodities Limited and Inditrade Business Consultants Limited, subsidiaries of your Company.

Mr. B. R. Menon (DIN: 00113329) and Mr. Munish Dayal (DIN: 01683836), directors of the Company who retired at the 19th Annual General Meeting of the Company held on 27th September, 2013 were re-appointed as directors of the Company.

Mr. Pradeep Mallick (DIN: 00061256), Director of the Company resigned from the Board w.e.f. 08th November, 2013.

Mr. Anand Tandon (DIN: 02197457), Managing Director and Mr. rahul Bhasin (DIN: 00236867), Director of the Company have resigned from the Board w.e.f 13th February, 2014.

Board of Directors has appointed Mr. Guruswami Raj G as the Manager of the Company for a period of 2 years w.e.f 14th March 2014, subject to the approval of Shareholders in the ensuing Annual General Meeting.

In accordance with the provisions Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr.Munish Dayal(DIN: 01683836), Director, retiring by rotation at the ensuing Annual General Meeting is eligible for re-appointment.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking the appointment of Mr.P.Viswanathan (DIN: 00011136), and Mr. B. R. Menon (DIN: 00113329) as Independent Non-Executive Directors of your Company for five consecutive years from 26th September, 2014.

The Company has received declarations from all the Independent Directors of the Company conforming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited.

Details of the proposal along with necessary resolutions for the appointment / re-appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and Explanatory Statement under Section 102 of the Companies Act, 2013.

Employee Stock Option Plan (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage our employees to participate in the growth of the Company. Disclosure as per Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Option Purchase Scheme) Guidelines, 1999 is annexed to this report as Annexure A.

Fixed deposits

During the year, your Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Particulars of employees

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the financial year 2013-2014.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, is presented in a separate section forming part of the Annual Report.

Auditors and Auditors'' Report

M/s. Haribhakthi & Co. LLP, Chartered Accountants, Chennai, Statutory Auditor of the Company, retires at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re-appointed.

The Company has received a confirmation from M/s. Haribhakthi & Co. LLP, Chartered Accountants, to the effect that their appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. The Audit Committee and Board of Directors recommend the re- appointment of M/s. Haribhakthi & Co., Chartered Accountants, as Statutory Auditors of the Company to hold the office from the conclusion of this AGM till the conclusion of fourth consecutive AGM, subject to the ratification of the appointment by the members at every AGM.

Information under Section 217(1) (e) of the Companies Act, 1956

A. Conservation of energy

The operations of your Company are not energy-sensitive in nature. However, measures are introduced to reduce the energy consumption at all levels in the organization by optimal use of technology.

B. Technology absorption

The Company adopted the latest state of-the-art software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

C. Foreign exchange earnings and outgo

There was no foreign exchange earnings and outgo during the year 2013-2014.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors affirms:

(a) That in the preparation of the Accounts for the year ending March 31, 2014 the applicable Accounting Standards were followed and there are no material departures there from.

(b) That the accounting policies have been selected and applied consistently and have 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 as on March 31, 2014 and of the loss of the Company for the year ended on that date.

(c) That proper and sufficient care was taken 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.

(d) That the accounts for the year ended March 31, 2014 was prepared on a ''going concern'' basis.

Acknowledgments

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the regulators, stock exchanges, other statutory bodies and Company''s bankers for the assistance, cooperation and encouragement extended to the Company. Your Company''s employees are instrumental in your Company scaling new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Place : Gurgaon P. Viswanathan Date : 7th August, 2014 Chairman

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Mar 31, 2012

The Directors take pleasure in presenting to you the 18th Annual Report and the audited annual statement of accounts for the year ended 31.03.2012.

Financial results

(Amount in Rs.)

Particulars* 2011-12 2010-11

Total Revenue 261,565,255 386,296,812

Profit/(Loss)Before Tax (80,586,577) (55,325,217)

Provision For Taxes/Deferred Tax Benefit - (4,232,130)

Exceptional Item 11,819,512 --

Profit /(Loss)After Tax (92,406,089) (51,093,087)

Appropriations NIL NIL

Surplus Transferred To Balance Sheet (85,304,645) 7,101,444

* On a standalone basis

Overview

On a standalone basis, the Company earned revenue of Rs. 26.15 crores during the year under review as against Rs. 38.69 crores in the previous year. The expenditure stood at Rs. 34.21 crores resulting in a loss of Rs. 8.06 crores before considering exceptional items and tax. After considering exceptional items of Rs. 1.18 crore, the loss for the year stood at Rs. 9.24 crores as against a loss of Rs. 5.10 crores during the previous year.

Business Updates

During the year under review, the Company, along with its subsidiaries provided a bouquet of services to its clients. The services include, equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading, insurance services, real estate services, NBFC products like margin funding, loan against shares, loan against commodities and host of other third party products. The main thrust of the Company has been to provide the services to Tier-II and Tier-III cities and other smaller town to the retail investors. The main areas of the business operations were confined to the five states like Kerala, Tamil Nadu, Karnataka, Maharashtra and Andhra Pradesh. Bulk of the business came from the state of Kerala as we continue to be the dominant player in the state.

The Company has successfully migrated the state-of-the-art Data Centre to Mumbai. This would provide the cost-effective and faster trading service to our clients.

Subsidiaries, Associates and their operations

The commodity subsidiary JRG Wealth Management Ltd recorded revenue of Rs. 16.50 crores as against Rs. 20.13 crores in the previous year. The total expenditure incurred was Rs. 13.30 crores resulting in a profit of Rs. 3.19 crores before prior period items and taxes, as against loss of Rs. 0.78 crores in the previous year. After provision for taxes the profit for the year stood at Rs. 2.19 crores as against loss of Rs. 1.84 crores during the corresponding previous year.

JRG Insurance Broking (P) Ltd, recorded revenue of Rs. 64.55 lakhs as against Rs. 71.82 lakhs in the previous year. The expenditure during the period was Rs. 75.34 lakhs which has resulted in a loss of Rs.10.78 lakhs as against loss of Rs.4.56 lakhs during the previous year.

JRG Fincorp Ltd recorded revenue of Rs.8.01 crores as against Rs.12.56 crores during the corresponding previous year. The expenditure during the period stood at Rs. 6.63 crores, resulting in profit for the year of Rs. 1.38 crores. After provision for tax and deferred tax charge, the profit for the year was Rs. 1.27 crores as against the profit of Rs. 7.40 crores during the previous year.

JRG Business Investment Consultants Ltd registered revenue of Rs. 3.19 crores as against Rs. 2.08 crore in the previous year. The expenditure during the year was Rs. 4.96 crores resulting in a loss of Rs. 1.84 crores after taxes as against profit of Rs. 32.09 lakhs in the previous year.

The consolidated revenue for the year 2011-12 stood at Rs. 52.81 crores and the expenditure was Rs. 57.74 crores as against Rs. 73.62 crores revenue and Rs. 66.44 crores expenditure during the corresponding previous year. The consolidated loss before exceptional items and taxes was Rs. 4.93 crores as against a profit of Rs.

7.17 crores during the previous year. After considering exceptional items, taxes and minority interest, the consolidated loss for the year stood at Rs. 7.89 crores against a profit of Rs. 1.57 crores in the previous year.

Accounts of Subsidiaries

The Ministry of Corporate Affairs vide its General Circular No. 02/ 2011 dated February 08, 2011 has granted general exemption from attaching the financial statements of its subsidiaries along with the accounts of holding company subject to fulfillment of condition specified in the said circular.

Accordingly, your Company is not

attaching the financial statement of its subsidiaries viz. JRG Wealth Management Limited, JRG Insurance Broking Private Limited, JRG Fincorp Limited and JRG Business Investment Consultants Limited along with the Balance Sheet of your Company for the year under review.

Further, the Company assures that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and its subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of its details of accounts of subsidiaries to any shareholder on demand.

Dividend

The Company plans for major expansion in the near future which entails funds for the investment requirements. It was therefore decided not to pay dividend to the shareholders for the financial year 2011-12.

IPO fund utilization

A statement of utilization of IPO proceeds is given below:

Particulars Envisaged Change Amount in the in utilization* unutilised as prospectus on 31st March 2011

A B C

Middle Eastern Operations 560.00 (366.66) 193.34 Technology upgradation

Computer software - 110.00

160.00 -

Computer hardware 50.00

Regional offices 600.00 628.81

Issue expenses 130.00 147.86

Opening new branches

in India - 200.00 100.53

Infrastructure development

for i-trade - 40.00 9.53

Other infrastructural

requirements. - 126.66 108.06

Total 1,450.00 1348.13

Means of finance

Issue proceeds 1323.22

Internal accruals 46.67

Total utilized 1369.89



(Rs. in lakhs)

Particulars Utilized Total fund Amount during the Utilized remaining year (Including to be 2011-12 change in utilized D utilization) "

Middle Eastern Operations - 193.34 -

Technology up gradation - 110.00 -

Computer software 50.00

Computer hard ware 628.81 -

Issue expenes 147.86 -

Opening new development

in India 8.08 108.61 91.39

Infrastructure development

for i-trade - 9.53 30.47

Pther infra structural 13.68 121.74 4.92

requirements

Total 21.76 1369.89 126.78

Means of finance

Issue Proceeds 1323.22

Internal accruls 46.67

Total utilized 1369.89

* In the Annual General meeting of the Company held on 25 July 2009, the shareholders had consented for the change in the utilization of the aforesaid monies totaling to Rs.366.66 lacs, raised by the Company during the IPO of its shares, from those specified in the object clause in the prospectus, inter alia to utilize for expansion activities of the Company in India for opening new branches, infrastructure development for i-trade and other infrastructural requirements.

Amount pending utilization as on 31 March 2012 has been maintained in fixed deposits with the banks.

Corporate Governance

It has been our Endeavour to ensure good Corporate Governance practices in all facets of your Company's activities. In compliance with the listing agreement, the Management Discussion and Analysis Report and Report on Corporate Governance with Auditors' Certificate on Compliance with conditions of Corporate Governance are provided in this Annual Report.

Audit Committee

The Audit Committee comprises of four Directors viz. Mr. P. Viswanathan, Mr. Munish Dayal, Mr. Pradeep Mallick and Mr. B. R. Menon as members. Except Mr. Munish Dayal the other three members are Non-Executive

Independent Directors. The roles and powers of the Committee are in conformity with the requirements of the Companies Act, 1956, read with Clause 49 of the Listing Agreement.

Directors

Presently the Board consists of six Directors of which three are Independent Non-Executive Directors, in compliance with Clause 49 of the Listing Agreement with BSE. As part of the requirements under Clause 49 of the Listing Agreement, Mr. P Viswanathan, Independent Director, is also on the Board of JRG Fincorp Limited, JRG Wealth Management Limited and JRG Business Investment Consultants Limited, subsidiaries of your Company.

Pursuant to the resignation of Mr. Gaurav Vivek Soni who was appointed as Managing Director, the Board at its meeting held on 25th January 2012 appointed Mr. Gopichand S as Managing Director for a period of 1 year w.e.f 25th January 2012 subject to shareholders' approval.

Mr. Pradeep Mallick and Mr. P. Viswanathan, Directors, would be liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board of Directors of your Company recommends their reappointment.

Employee Stock Option Plan (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage our employees to participate in the growth of the Company. Disclosure as per Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Option Purchase Scheme) Guidelines, 1999 is annexed to this report as Annexure A.

Fixed deposits

Your Company did not accept any fixed deposits from the public.

Particulars of employees

No employee of the Company was in

receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the financial year 2011-12.

Auditors

M/s. B S R & Associates, KPMG House, No. 10, Mahatma Gandhi Road, Nungambakkam, Chennai - 600034, (Regn No.116231W) were appointed as the Statutory Auditors of your Company for the year 2011-12. The Board of Directors recommends the reappointment of M/s. B S R & Associates, Chennai - 600034 as the Statutory Auditors of the Company for the year 2012-13.

Information under Section 217(1) (e) of the Companies Act, 1956

A. Conservation of energy

The operations of your Company are not energy-sensitive in nature. However, measures are introduced to reduce the energy consumption at all levels in the organization by optimal use of technology.

B. Technology absorption

The Company adopted the latest state of-the-art software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

C. Foreign exchange earnings and outgo

There was no foreign exchange earnings and outgo during the year 2011-12.

Directors' Responsibility Statement

In accordance with the provisions of

Section 217 (2AA) of the Companies Act, 1956, the Board of Directors affirm

(a) That in the preparation of the Accounts for the year ending March 31, 2012 the applicable Accounting Standards were followed and there are no material departures there from.

(b) That the accounting policies have been selected and applied consistently and have 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 as on March 31, 2012 and of the loss of the Company for the year ended on that date.

(c) That proper and sufficient care was taken 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.

(d) That the accounts for the year ended March 31, 2012 were prepared on a 'going concern' basis.

Acknowledgments

Your Directors wish to express their gratitude and thanks to the customers, investors, regulatory authorities, clients and bankers for their continued support and services. Your Directors place on record their appreciation of the contribution made by employees of JRG at all levels, enabling the Company to maintain service levels of a high order.

For and on behalf of the Board

Place: Hyderabad Rahul Bhasin

Date: 26th July, 2012 Chairman

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Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting to you the 17th Annual Report and the audited annual statement of accounts for the year ended 31/03/2011.

Financial results

(Amount in Rs.)

Particulars* 2010-11 2009-10

Total Revenue 386,923,463 480,015,170

Profit/(Loss) Before Tax (55,325,217) 25,968,460

Provision For Taxes/Deferred Tax Benefit (4,232,130) 11,394,971

Profit/(Loss) After Tax (51,093,087) 14,573,489

Appropriations Nil Nil

Surplus transferred to Balance Sheet 7,101,444 58,194,531

* On a standalone basis

Overview

On a standalone basis, the revenues for the year were Rs. 38.69 crores as compared with Rs. 48 crores during the previous year. The Company recorded a loss of Rs. 5.11 crores in the current year as compared with a profit of Rs. 1.46 crores in the previous year.

Subsidiaries and their operations

The Company earned revenue of Rs. 38.69 crores during the year under review as against Rs. 48.00 crores in the previous year. The expenditure stood at Rs. 44.22 crores, resulting in a loss of Rs. 5.53 crores before taxes. After the deferred tax benefit of Rs. 42.32 lakhs the loss for the year was Rs. 5.11 crores against the profit of Rs. 1.46 crores in the previous year

The commodity subsidiary JRG Wealth Management Ltd recorded revenue of Rs. 20.13 crores as against Rs. 12.58 crores in the previous year. The total expenditure incurred was Rs. 20.91 crores, resulting in a loss of Rs. 78.23 lakhs before prior period items and taxes as against profit of Rs. 14.77 lakhs in the previous year. After provision for taxes of Rs. 1.06 crores the loss of the year is at Rs. 1.84 crores as against Rs. 19.75 lakhs in the previous year.

In JRG Insurance Broking (P) Ltd, revenue of Rs. 71.82 lakhs was recorded during the year against Rs. 1.46 crores during previous year. The expenditure during the period was Rs. 76.39 lakhs which resulted in a loss of Rs. 4.57 lakhs.

JRG Fincorp Ltd recorded revenues of Rs. 12.72 crores as against Rs. 8.14 crores during the previous year. The expenditure during the period was

Rs. 3.61 crores, resulting in profit for the year of Rs. 9.11 crores. After provision for tax and deferred tax charge, the profit for the year was Rs. 7.33 crores as against the profit of Rs. 4.85 crores during the previous year.

JRG Business Investment Consultants Ltd registered revenues of Rs. 2.09 crores as against Rs. 2.61 crore in the previous year. The expenditure during the year was Rs. 1.77 crores, resulting in a profit of Rs. 32.09 lakhs after taxes as against loss of Rs. 25.83 lakhs in the previous year.

The consolidated revenue for the year 2010-11 stood at Rs. 73.84 crores and the expenditure was Rs. 66.66 crores as against Rs. 71.57 crores revenue and Rs. 62.40 crores expenditure during the previous year. The consolidated profit before prior period items and taxes was Rs. 7.18 crores as against Rs. 9.17 crores during the previous year. After considering provision for taxation of Rs. 2.42 crores, the consolidated profit for the year stood at Rs. 4.77 crores against Rs. 6.71 crores in the previous year.

Accounts of subsidiaries

The Ministry of Corporate Affairs vide its General Circular No. 02/2011 dated 08/02/2011 granted general exemption from attaching the financial statements of its subsidiaries along with the accounts of holding company subject to the fulfillment of condition specified in the said circular.

Accordingly, your Company is not attaching the financial statement of its subsidiaries viz. JRG Wealth Management Limited, JRG Insurance Broking Private Limited, JRG Fincorp Limited and JRG Business Investment Consultants Limited along with the balance sheet of your Company for the year under review.

Further, the Company undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and its subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

Recent developments

During the year, the Board decided to initiate steps to undertake Right Issue to go ahead with the expansion plans of the Company. The objects of the proposed Right Issue are:

(a) Expanding our operations through increase in network of branches in West and South India

(b) Funding of expected increase in margins to be maintained with the exchanges/working capital for enhanced trading volumes

(c) Enhancing our existing technological capability

(d) Hiring of additional manpower

(e) Business promotional and marketing programmes

The Company filed the Draft Letter of offer with SEBI and BSE on 20/07/2011 for the proposed rights issue for an amount not exceeding Rs. 4,500 lakhs.

Our erstwhile promoters Mr. Regi Jacob, Mr. Giby Mathew and Mr. Jiji Antony filed a petition under Section 397 and Section 398 of the Companies Act before the Company Law Board, Southern Regional Bench, Chennai to prevent the misuse of management powers by the Company and prayed for an injunction to stop the Company from going ahead with the Rights Issue. The CLB on 06/07/2010 granted a stay on the petition and later vide order dated 11/10/2010 vacated the earlier interim injunction, allowing the Company to proceed with the Rights Issue. Aggrieved by the Order, the Original Promoters appealed before the High Court of Kerala. The High Court of Kerala refused to interfere with the Order and disposed of the Appeal and directed the CLB to dispose of the matter within three months. The matter is currently pending before the CLB for final hearing.

Dividend

The Company plans for major expansion in the near future which entails funds for the investment requirements. It was therefore decided not to pay dividend to the shareholders for the financial year 2010-11.

IPO fund utilisation

A statement of utilisation of IPO proceeds is given below:

(Rs. in lakhs) Particulars Envisaged Change Unutilised in the in utilisation* as on prospectus 01/04/2010

A B C

Middle East Operations 560.00 (366.66) 193.34

Technology upgradation

Computer Software 160.00 - 110.00

Computer Hardware 50.00

Regional Office 600.00 628.81

Issue Expenses 130.00 147.86

Opening new branches - 200.00 61.91 in India

Infrastructure - 40.00 6.89 development for I-Trade

Other infrastructural - 126.66 31.37 requirements.

Total 1,450.00 1,230.18

Means of finance

Issue proceeds

Internal accruals

Total Utilised

Particulars Utilised Total fund Amount during the Utilised remaining year (Including to be D change in utilised utilisation)

Middle East Operations - 193.34 -

Technology upgradation

Computer Software - 110.00 -

Computer Hardware 50.00

Regional Office 628.81 -

Issue Expenses 147.86 -

Opening new branches 38.62 100.53 99.47 in India

Infrastructure 2.64 9.53 30.47 development for I-Trade

Other infrastructural 76.69 108.06 18.60 requirements.

Total 117.95 1,348.13 148.54

Means of finance

Issue proceeds 1,301.46

Internal accruals 46.67

Total Utilised 1,348.13

* In the Annual General meeting of the Company held on 25/07/2009, the shareholders consented for the change in the utilisation of the aforesaid monies totaling to Rs. 366.66 lakhs, raised by the Company during the IPO of its shares, from those specified in the object clause in the prospectus, inter alia to utilise for expansion activities of the Company in India for opening new branches, infrastructure development for I-Trade and other infrastructural requirements.

Amount pending utilisation as on 31/03/2011 was maintained in fixed deposits with the banks.

Corporate Governance

It has been our endeavour to ensure good Corporate Governance practices in all facets of your Company's activities. In compliance with the Listing Agreement, the Management discussion and analysis report and Report on Corporate Governance with Auditor's Certificate on Compliance with conditions of Corporate Governance are provided in this annual report.

Audit Committee

During the year, Mr. Pradeep Mallick, who is a Non-Executive Independent Director, was inducted as a member of the Audit Committee on 21/10/2010. Presently the Committee comprises Mr. T. M. Venkataraman as Chairman, Mr. B. R. Menon, Mr. Munish Dayal, Mr. P. Viswanathan and Mr. Pradeep Mallick as members. Except Mr. Munish Dayal, the other four members are Non-Executive Independent Directors. The roles and powers of the Committee are in conformance with the requirements of the Companies Act, 1956, read with Clause 49 of the Listing Agreement.

Directors

Presently, the Board consists of eight Directors of which four are Independent Non-Executive Directors,

in compliance with Clause 49 of the Listing Agreement with BSE. As part of the requirements under Clause 49 of the Listing Agreement, Mr. T. M. Venkataraman, Independent Director, is also on the Board of JRG Fincorp Ltd and JRG Wealth Management Limited, subsidiaries of your Company.

The present term of appointment of Mr. Gaurav Vivek Soni as Managing Director expired on 28/04/2011. The Board at its meeting held on 12/05/2011 reappointed him as Managing Director for a further period of two years w.e.f 29/04/2011 on the existing terms and condition, subject to shareholders' approval.

Mr. T. M. Venkataraman, Mr. Regi Jacob and Mr. Rahul Bhasin, Directors, will be liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board of Directors of your Company recommends their reappointment.

Employee Stock Option Plan (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage our employees to participate in the growth of the Company. Disclosure as per Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Option Purchase Scheme) Guidelines, 1999 is annexed to this report as Annexure A.

Fixed deposits

Your Company did not accept any fixed deposits from the public.

Particulars of employees

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the financial year 2010-11.

Auditors

M/s. B S R & Associates, KPMG House, No. 10, Mahatma Gandhi Road, Nungambakkam, Chennai - 600034, (Regn No.116231W) were appointed as the Statutory Auditors of your Company for the year 2010-11. The Board of Directors recommends the reappointment of M/s. B S R & Associates, Chennai - 600034 as the Statutory Auditors of the Company for the year 2011-12.

Information under Section 217(1) (e) of the Companies Act, 1956

A. Conservation of energy

The operations of your Company are not energy-sensitive in nature. However, measures are introduced to reduce the energy consumption at all levels in the organisation by optimal use of technology.

B. Technology absorption

The Company adopted the latest state- of-the-art software and hardware tools available in the market for rendering the stock broking and other services more efficiently and effectively.

C. Foreign exchange earning and outgo

There was no foreign exchange earning and outgo during the year 2010-11.

Directors' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors affirm:

(a) That in the preparation of the Accounts for the year ending 31/03/2011 the applicable Accounting Standards were followed and there are no material departures there from.

(b) That the accounting policies have been selected and applied consistently and have 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 as on 31/03/2011 and of the loss of the Company for the year ended on that date.

(c) That proper and sufficient care was taken 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.

(d) That the accounts for the year ended 31/03/2011 were prepared on a going concern basis.

Acknowledgments

Your Directors wish to express their gratitude and thanks to the customers, investors, regulatory authorities, clients and bankers for their continued support and services. Your Directors place on record their appreciation of the contribution made by employees of JRG at all levels, enabling the Company to maintain service levels of a high order.

For and on behalf of the Board

Rahul Bhasin Chairman

Place: Hyderabad Date : 26/07/2011

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Mar 31, 2010

The Directors take pleasure in presenting to you the 16th Annual Report and the audited annual statement of accounts for the year ended 31/03/10.

Financial results Amount in Rs.

Particulars* 2009-10 2008-09

Total revenue 480,015,170 403,674,134

Profit (loss) before tax and prior period expenses 25,968,460 (3,728,023)

Prior period expenses -- 14,306,107

Provision for taxes 11,394,971 (7,040,259)

Profit after tax 14,573,489 (10,993,871)

Appropriations Nil Nil

Surplus transferred to balance sheet 58,194,531 43,621,043

* On a standalone basis

Overview

The year started off with the global economic crisis at its acute stage. Despite this your Company recorded impressive growth in its financial performance in the year 2009-10. On a standalone basis, the revenues for the year were Rs. 48 crore as compared to Rs. 40.37 crore during the previous year, registering an increase of 19%. The Company recorded a profit of Rs. 1.5 crore in the current year as compared with a loss of Rs. 1.10 crore in the previous year.

Business

Following the global economic meltdown, the Indian stock markets were significantly impacted as capital inflows trailed back to the developed economies. The global uncertainty and emerging market associated risks had ripple effects on the Indian broking industry, impacting investor participation and trading volumes. The Indian stock market indices fell significantly, trading volumes, both in retail and institutional segments, fell by over 60% of the peaks, availability of credit was reduced and the retail investors lost a lot of wealth in equities. A lot of brokerage houses significantly reduced expenses by stopping all expansion plans, reducing existing branches, headcount reductions and salary cuts across the Board. The profitability of sub-brokers declined and a large number of small and medium brokerage houses suffered losses. Across the broking industry, players reacted to thin trading volumes and decreasing market share by further compressing broking yields to retain a sustainable client base.

Subsidiaries, Associates and their operations

The commodity subsidiary JRG Wealth Management Ltd recorded revenue of Rs. 12.58 crores as against Rs. 12.42 crores in the previous year. The total expenditure incurred was Rs. 12.43 crores resulting in a profit of Rs. 0.15 crores before prior period items and taxes as against loss of Rs. 1.08 crores in the previous year. After provision for taxes of Rs. 34.52 lakhs the loss for the year is at Rs. 0.20 crores as against Rs. 1.11 crores in the previous year.

In JRG Insurance Broking (P) Ltd, revenue of Rs. 1.46 crores was recorded during the year against Rs. 1.66 crores during previous year. The expenditure during the period was Rs. 1.57 crores which has resulted in a Loss of Rs. 0.11 crores.

Its NBFC Subsidiary viz. JRG Fincorp Ltd recorded revenue of Rs. 8.14 crores as against Rs. 4.37 crores during the previous year. The expenditure during the period is Rs. 2.31 crores and resulting in profit for the year of Rs. 5.82 crores. After provision for tax and deferred tax charge, the profit for the year was Rs. 4.85 crores as against the profit of Rs. 3.97 crores during the previous year.

JRG Business Investment Consultants Ltd has registered revenue of Rs. 2.61 crore as against Rs. 0.79 crores in the previous year. The expenditure during the year was Rs. 2.86 crores resulting in a loss of Rs. 0.26 crores before taxes as against Rs. 0.74 crores in the previous year. During the year, the Company at its Extra Ordinary General Meeting held on 05.03.10 amended object clause of its Memorandum of Association to undertake the activities which are meant to capitalise on the arbitrage opportunities in terms of various exchange traded commodities and stocks.

The consolidated revenue for the year 2009-10 stood at Rs. 71.57 crores and the expenditure was Rs. 62.40 crores as against Rs. 59.61 crores revenue and Rs. 60.93 crores expenditure during the previous year. The consolidated profit before prior period items and taxes was Rs. 9.17 crores against a loss of Rs. 1.32 crores during the previous year. After considering provision for taxation of Rs. 2.45 crores the consolidated profit for the year stood at Rs. 6.71 crores against a loss of Rs. 3.82 crores in the previous year.

The holding of the Company in JRG Metals and Commodities DMCC (Dubai) reduced to 20% during the year under review.

Accounts of Subsidiaries

The Company obtained approval from Central Government under Sec 212(8) of the Companies Act, 1956 whereby it is exempted from attaching the financial statements of its subsidiaries namely, JRG Wealth Management Limited, JRG Insurance Broking (P) Ltd, JRG Fincorp Limited and JRG Business Investment Consultants Limited along with the Balance Sheet of your Company for the year under review.

The Company undertakes that annual accounts of subsidiary Companies and the related detailed information will be made available to the investors of the Holding Company and the subsidiary Companies seeking such information at any point of time. Annual accounts of the subsidiary Companies will also be kept for inspection by any investor in its registered office and that of the subsidiary Companies concerned.

Recent developments

During 2009-10, the Company changed its registered office from 1st Floor, Velliappallil Buildings, T.B Road, Pala 686 575 to JRG House, Ashoka Road, Kaloor, Kochi 682017 with the approval of shareholders through postal ballot process.

The Board of Directors at their meeting held on 27.01.10 decided to approach the shareholders for their approval by way of postal ballot process for changing the name of the Company from JRG Securities Limited’ to ‘inditrade Capital Limited’ as part of the proposed re-branding exercise. The proposed resolution was not carried out since the votes cast in favour of the resolution were not three times the votes cast against.

In its effort to popularise its products to a larger customer base and diversify geographically, the Company strategised that a re-branding process along with continuous investments in technology and human resources, would help reiterate its commitment to its target market. The Company decided to commence the re-branding process by introducing its smarter online trading portal and website. On 15.04.10, the Company successfully launched a new online offering inditrade.com. inditrade.com empowers customers to trade online and invest in the whole gamut of the Company’s products - equities, commodities, currencies, mutual funds and insurance. The brand inditrade connotes superior execution, best-in-class technology and a dedicated team. The 4T philosophy (T stands for technology, talent, transparency and trust) that the Company embraced demonstrates its commitment to its customers – the service values that form the pillars of our success.

Dividend

The Company plans for major expansion in the near future which entails funds for the investment requirements. It was therefore decided not to pay dividend to the shareholders.

Corporate Governance

It has been our endeavour to ensure good Corporate Governance practices in all facets of your Company’s activities. Pursuant to SEBI recommendations, the Management Discussion and Analysis Report and Report on Corporate Governance with Auditor’s Certificate on Compliance with conditions of Corporate Governance are provided in this Annual Report.

Audit Committee

During the year, Mr. P. Viswanathan, who is a Non-Executive Independent Director was inducted as a member of the Audit Committee on 27/10/ 09. Presently the Committee comprises Mr. T. M. Venkataraman as Chairman, Mr. B. R. Menon, Mr. Munish Dayal and Mr. P. Viswanathan as members. Except Mr. Munish Dayal the other three members are Non-Executive

Independent Directors. The roles and powers of the Committee are in conformity with the requirements of the Companies Act, 1956, read with Clause 49 of the Listing Agreement.

Directors

Mr. P. Viswanathan, a Chartered Accountant by qualification, with 34 years of experience was appointed as Additional Director on September 15, 2009. Presently the Board consists of eight Directors of which four are Independent Non-Executive Directors, in compliance with clause 49 of the listing agreement with BSE.

As part of the requirements under Clause 49 of the Listing Agreement, Mr. T. M. Venkataraman, Independent

Director, is also on the Board of JRG Fincorp Ltd and JRG Wealth Management Limited, subsidiaries of your Company.

Mr. B. R. Menon and Mr. Munish Dayal, Directors, would be liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The Board of Directors of your Company recommends their re- appointment.

Employee Stock Option Plan (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. In the last Annual General Meeting, the Company has amended ESOP 2008 scheme for granting options to employees of subsidiary companies also. This will encourage our employees to participate in the growth of the Company.

Disclosure as per Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Option Purchase Scheme) Guidelines, 1999 is annexed to this report as Annexure A.

Fixed deposits

Your Company did not accept any fixed deposits from the public.

Particulars of employees

The particulars of employees of the Company who are in receipt of remuneration during 2009-10, exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are provided as Annexure B.

Auditors

M/s. BSR & Associates, KPMG House, No. 10, Mahatma Gandhi Road, Nungambakkom, Chennai - 600034, were appointed as the Statutory Auditors of your Company for the year 2009-10. The Board of Directors recommend the re-appointment of M/s. BSR & Associates, Chennai- 600034 as the Statutory Auditors of the Company for the year 2010-11.

Information under Section 217(1) (e) of the Companies Act, 1956

A. Conservation of energy

The operations of your Company are not energy-sensitive in nature. However, measures are introduced to reduce the energy consumption at all levels in the organisation by optimal use of technology.

B. Technology absorption

The Company adopted the latest state- of-the-art software and hardware tools available in the market for rendering the stock broking and other services more efficiently and effectively.

C. Foreign exchange earning and outgo

There was no foreign exchange earning and outgo during the year 2009-10.

Directors’ Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors affirm

a. That in the preparation of the Accounts for the year ending 31/03/10, the applicable Accounting Standards were followed and there are no material departures therefrom.

b. That the accounting policies have been selected and applied consistently and have 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 as on 31/03/10 and of the profit of the Company for the year ended on that date.

c. That proper and sufficient care was taken 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.

d. That the accounts for the year ended 31/03/10 were prepared on a going concern basis.

Acknowledgments

Your Directors wish to express their gratitude and thanks to the customers, investors, regulatory authorities, clients and bankers for their continued support and services. Your Directors place on record their appreciation of the contribution made by employees of JRG at all levels, enabling the Company to maintain service levels of a high order.

For and on behalf of the Board

Rahul Bhasin

Chairman

Place: Kochi Date: May 25, 2010