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Directors Report of IB Infotech Enterprises Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2014.

1. FINANCIAL RESULTS:

(Amount in Rs)

Particulars 31-03-2013 31-3-2013

Total Income 0 0

Depreciation 0 0

Profit(Loss) before Tax (2,43,388) (1,52,000)

Provision for Tax-FBT Nil Nil

Profit (loss) after Tax (2,43,388) (1,52,000)

Prior Period Adjustments 0 0 Balance brought forward (65,28,778) (6,13,38,868)

Less utilized for reduction of (2,43,388) 5,49,62,090 capital

Balance carried to Balance Sheet (67,72,166) (65,28,778)

2. PERFORMANCE & RESULTS:

The Company has incurred a loss of Rs. 2,43,388/- during the year as compared to the loss of previous year of Rs. 1,52,000/- .

3. DIVIDEND:

In view of the Accumulated Loss as stated above, the Board of Directors regrets their inability to recommended payment of any dividend for the year under review.

4. OPERATIONS AND FUTURE PLANS:

The company during the year under review could not conduct any business activity due to un-favourable market conditions.

Further during the year under review, there was a change in control of the Company. Ms. Rita Singh had made open offer to the public shareholders of the company for acquiring 26% of the total paid up share capital of the Company pursuant to the Regulation 3 & 4 of the SEBI (SAST) Regulations, 2011 on entering in to share purchase agreement with the erstwhile promoter of the company for acquiring the share held by them and control in the company. The open offer made by the present promoter of the Company started on July 12, 2013 and ended on July 25, 2013.

Your Directors are also in the process of locating viable project for the company where some value and synergies can be perceived.

5. DEPOSITS

The company has not accepted any deposits from the Public and such, no amount of principal or interest on fixed deposit was outstanding as on the Balance sheet date.

6. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

7. DIRECTORS

i. Ms. Rita Singh retiring by rotation in terms of provisions of the Companies Act, 2013 and is eligible for re-appointment. The resolutions for their appointment as Director(s) are placed before you in the Annual General Meeting.

ii. Mr. Ajay Kumaran, Mr. Amrit Kumran, Mr. Santosh Kamankar, Mr. Vilas Malekar and Mr. Vaibhav Malsanehave resigned as directors of the from 26th August, 2013 due to change in control of the Company, the management places on record its appreciation for the valuable services rendered by them.

iii. Mrs. Rita Singh (Promoter Director), Mr. Jasmin Parekh (Non Executive Director), Mrs. Diptika Mehta (Non-Executive, Independent Director), and Mr. Bahubali Mehta (Non- Executive, Independent Director) were appointed as the additional Directors of the Company on 26th August, 2014.

iv. Mr. Bahubali Mehta (Non-Executive, Independent Director) and Mrs. Diptika Mehta (Non- Executive, Independent Director) resigned on 14th February, 2014, the management places on record its appreciation for the valuable services rendered by them.

v. Mr. Manish Sheth and Mrs. Preeti Sheth were appointed as the Additional Director, designated as Independent Director of the Company on 14th February, 2014 and are now appointed as the independent director as per section 149, 152 and other applicable section, if any, of the Company Act, 2013 in this Annual General Meeting.

8. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 at the end of the financial year and of the Profit or Loss of the Company for that period.

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

That the Directors have prepared the Annual accounts on a going concern basis.

10. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION

Since the Company does not have a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption is not applicable.

11. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

12. AUDITORS

The Board recommends re-appointment of M/s MVK Associates, Chartered Accountants as Statutory Auditors of the Company for the financial year 2013-14, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to appoint M/S MVK Associates, Chartered Accountants as statutory auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the AGM to be held in the year 2017, subject to annual ratification by members at Annual General Meeting.

13. AUDITORS REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

14. COMMITTEES OF THE BOARD

Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement the Company has formed Audit Committee. Besides this the Company has also formed Shareholder / Investor Grievance Committee to redress investor''s complaint, if any and Nomination Committee for appointment of Managerial Personnel''s.

15. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Report from Mr. Sanjay Shringarpure, Partner PRS Associates, Practising Company Secretaries and is annexed hereto.

A separate Report on Corporate Governance is also annexed hereto and marked as Annexure A to this Report.

16. ACKNOWLDEGEMENTS

Your Company and its Directors wish to sincerely thanks all the customers, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

For and on behalf of the Board of Director For IB Infotech Enterprises Limited

Sd/- Sd/- Place: Mumbai Rita Singh Jasmin Parekh Date: 01/09/2014 DIN: 01988709 DIN: 06507112 Director Director


Mar 31, 2011

DIRECTOR'S REPORT

Your Directors have Pleasure in Presenting the Annual Report together with audited statement of accounts for the year ended 31st March, 2011 :

WORKIING RESULTS :

(Amount in Rs)

Particulars 31-03-2010 31-3-2010

Total Income (7,544,743) (9)660,565)

Depreciation 0 0

Profit(Loss) before Tax 7,544,743 9,660,565

Provision for Tax-FBT Nil 0

Profit (loss) after Tax (7,544,743) (9,660,565)

Prior Period Adjustments 0 0

Balance brouglit forward 53,747,965 (44,087,400)

Balance carried to Balance (61)292,708) (53,747,965)

OPERATIONS AND FUTURE PLANS :

The operations tor the year under review incurred a loss of Rs.(7,544,743)/-.

The company during the year under review was able to perform better as compared to previous years. The company has generated trading business revenue by trading in agricultural produce. For the past two years the Company was in the process of gradually paying off all its liabilities including tax liabilities. The company since last year is a debt free company. The Directors feel that being a debt free company will boost the morale of the management which is motivated to focus itself on business development and procuring viable projects for the company in future which ultimately will bring value to the Shareholders. Further with the India's growth slowed down by political crisis, and overall global recovery at slow pace your directors' are choosing future path with care and caution.

Your Directors are also looking and examining other business options including acquisition of running businesses as well as other good viable opportunities where some value and synergies can be perceived. We would like to see that Company is en route to generating a healthy top line and bottom line two years down the line.

DIVIDEND :

Since the Company could not generate any profits, management does not propose any dividend for the year 2011.

DIRECTORS :

Vaibhav Malsane, Ajay Kumaran, the Directors of the company retires by rotation and being eligible offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors State:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departure'

n) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that ate reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the period;

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the annual accounts o a going concern basis.

FIXED DEPOSITS :

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE ABD COMPLIANCE CERTIFICATE :

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS .

The securities of your company are listed at Bombay Stock Exchange. Trading in company's securities remain suspended at Stock Exchange for various reasons including non-submission of documents and all possible steps are being taken by the management to get shares traded at the floor of the Exchange.

BUY-BACK OF SHARES

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES :

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS :

M/s CD JHAMB & CO., Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not j applicable to the company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

There has been no inflow or outflow of foreign exchange during the year under review.

ACKNOWLDGEMENTS :

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the company's business.

Your directors sincerely thank all members for supporting us during the difficult days We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

For the Board of Directors,

Director. Place: Mumbai

Date : 9th May, 2011.

 
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