Mar 31, 2016
DIRECTORS'' REPORT
The Directors have pleasure in presenting their THIRTY FOURTH ANNUAL REPORT on the business and operations of the Company for the year ended 31st March, 2016.
FINANCIAL RESULTS:
Particulars |
31.03.2016 |
31.03.2015 |
Income from sales & Other Sources |
1,073,763,173 |
132,786,138 |
Expenses & Depreciation |
1,072,047,263 |
125,763,351 |
Net Profit/ (Loss) before Taxation |
1,715,910 |
7,022,787 |
Provision for Taxation |
546,200 |
2,228,000 |
Deferred Taxation Assets |
15,979 |
(2,628) |
Profit/ (Loss) after Taxation |
562,179 |
2,225,372 |
OPERATIONS:
The Company''s Profit before tax is 546,200/- during the current financial year ended on 31.03.2016 as compared to 2,228,000/- in previous year ended on 31.03.2015.
DIVIDEND:
Board of Directors does not recommend any dividend for the year under review.
TRANSFER TO RESERVES:
During the current financial year, there were no transfers made to reserves.
CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business carried on by the Company. The Company has not changed the class of business in which the Company has an interest.
DIRECTORS:
The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.
Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.
During the year under review the following director''s was on the Board of the company:
Sr. No. |
Name of Director |
Designation |
Date of Appointment |
1 |
Mr. Kamal Nayan Sharma |
Managing Director (w.e.f. 14/02/2014) |
25/10/2011 (Managing Director w.e.f. 14/02/2014) |
2 |
Mr. Mukunnd Bhardwaj |
Executive Director & Chief Financial Officer |
10/10/2013 (Chief Financial Officer w.e.f. 30/05/2015) |
3 |
Ms. Varsha Murarka |
Independent Director |
13/02/2012 |
4 |
Mr. Harish Joshi |
Additional Director (Independent Director) |
13/02/2016 |
During the year under review the following changes took place on the Board of the company:
*Mr. Harish Joshi, Appointed as an Additional Director of the Company on 13/02/2016.
*Mr, Pankaj Dawar ceased to be a Director of the Company w.e.f. 30.09.2015.
*Ms. Deepa Dalmia ceased to be a Director of the Company w.e.f. 23.10.2015.
*Mr. Nitesh Choudhary resigned from the post of Company Secretary w.e.f. 01.01.2016.
RETIRE BY ROTATION:
Mr. Kamal Nayan Sharma, (DIN 03405150) Director, who retires by rotation and being eligible offers himself for reappointment as Director of the Company.
MATERIAI. CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT.
There were no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of the report.
DEPOSITS:
During the year under report the company has neither invited nor accepted any public fixed deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 and rules made there under.
MANAGEMENT''S DISCUSSION AND ANALYSIS:
Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report as Annexure I.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance in terms of Regulation 34 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Bombay Stock Exchange Limited have been complied with.
A separate report on Corporate Governance along with certificate from the Statutory Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Regulation 34 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual General Meeting as Annexure II.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In pursuant of the provisions of Section 135 of the Companies Act, 2013, the CSR provision are not applicable to the Company. SHARE CAPITAL:
During the year under review, your Company has re-issued/re-allotted 2148490 Equity Shares of Re.1/- to CRB Trustee Ltd. Details of Directors shareholding as on March 31, 2016, are mentioned in the Corporate Governance Report, which forms a part of this Annual Report.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 as on March 31, 2016 is attached as Annexure III to this Report.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7 times during the financial year 2015-16. The details of the meeting are furnished in the Corporate Governance Report that forms part of this Annual Report.
The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
DIRECTOR''S RESPONSIBILITY STATEMENT:
As per Section 134 (5) of the Companies Act, 2013; the Board of Directors, to the best of their knowledge and ability, confirm that:
1. In preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed.
2. The directors have taken proper and sufficient care towards 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.
3. 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 and loss of the Company for that period.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
6. The directors have laid down internal financial controls, which are adequate and are operating effectively. AUDITORS:
A. Statutory Auditors-
M/s. Shah Parmar & Mehta., Chartered Accountants (FRN: 141689W), are propose to be re-appointed as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the forthcoming Annual General Meeting as required under section 139 (1) of the Companies Act, 2013, company has obtained a written consent from M/s. Shah Parmar & Mehta to such appointment and also a Certificate to the effect that their appointment, if made, would be in accordance with section 139 (1) of the Companies Act, 2013 and the rules made there under.
Auditors Qualification:
There is no qualification, reservation or adverse remarks made in the Statutory Auditors Report.
B. Secretarial Audit Report:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. Vinesh K Shah, Company Secretary in Practice, Mumbai (Mem. No. 6449 and COP No.: 7000) to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2016.
The report of the Secretarial Auditor is appended as Annexure IV.
Explanation or Comments on every qualification, reservation or adverse remark made by the Company Secretary in practice in the Secretarial Audit Report. C. Internal Auditor Report:
M/s. Dularesh K. Jain & Associates, Chartered Accountants (FRN: 139701W) have carried out the internal audit for the Financial Year 2015-16. The Report is based on the books of accounts and other records of the Company.
LISTING OF SHARES:
The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE), further the Company has paid necessary listing fee to BSE as per the Listing Agreement. The Company during the year have re-allotted shares and the same are under the process of listing.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.
RISK MANAGEMENT POLICY:
The Company has developed and implemented a mechanism for risk management and has developed a Risk Management Policy. The Audit Committee and the Board periodically reviewed the risk assessment and minimization procedures as required Schedule V of Annual Report (Regulations 34 (3) and 53 (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to ensure that risk is controlled by the Executive Management.
NOMINATION AND REMUNERATION POLICY:
The Board has adopted, on recommendation of the Nomination & Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration. A brief detail of the policy is given in the Corporate Governance Report and also posted on the website of the Company i.e. www.indianinfotechandsoftwareltd.com.
PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has in place a Prevention of Sexual harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
Further, during the year 2015-16, no complaints were received by the Company related to sexual harassment.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company''s websitewww.indianinfotechandsoftwareltd.com.
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the Code.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place an established internal control system designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Services of internal auditors are utilized from time to time, as also in-house expertise and resources. The Company continuously upgrades these systems in line with the best available practices. Internal Audit is conducted throughout the organization by qualified independent Internal Auditors. Findings of the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow up actions are ensured wherever required.
ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL COMPANIES (RESERVE BANK) DIRECTIVES, 1998:
The relevant provisions, for disclosure in the Director''s Report, of Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India are not applicable, as the Company is not holding any public deposits.
SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company do not have any Subsidiary, Joint venture or Associate Company during the period under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP): A. Policy On Directors'' Appointment And Remuneration
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2016, the Board consists of 4 members. Out of which one is the Managing Director, One is Executive Director & CFO, one Independent Directors and one Additional Independent Director on the Board of the Company.
The policy of the Company on directors'' appointment and remuneration, including criteria for determining Experience, qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration decision to the directors is subject to approval and as per the terms laid out in the nomination and remuneration policy of the Company.
B. Declaration By Independent Directors
All the Directors of the Company have confirmed that they are not disqualified from being appointed as Director in terms of Section 164 (2) of the Companies Act, 2013.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, the independent directors held their separate meeting on 13th February, 2016, without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:
i) review the performance of non-independent directors and the Board as a whole;
ii) review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;
iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and
iv) review the responsibility of independent directors with regard to internal financial controls.
All independent directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.
At the time of appointment of an Independent Director, the Company issued a formal letter of appointment outlining his / her role, function, duties and responsibilities as a director. The formal letter of appointment is available at the website of the Company i.e. www.indianinfotechandsoftwareltd.com.
C. Familiarization programme for Independent Director
The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.
D. Training Of Independent Directors
Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company''s strategy, operations policies, service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.
The Company has organized the following workshops for the benefit of Directors and Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015;
(e) NBFC norms and regulation applicable on the Company.
Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment as a director.
E. Key Managerial Personnel
During the period under review, Mr. Nitesh Choudhary ceased to be Company Secretary of the Company w.e.f. 01.01.2016. Also, Mr. Mukund Bhardwaj, Executive Director of the Company was re-designated as Chief Financial Officer of the Company w.e.f 30.05.2015
COMPLIANCE UNDER COMPANIES ACT. 2013:
Pursuant to Section 134 of the Companies, Act 2013 read with rules Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below:
a. Board Evaluation:
As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates the Board shall monitor and review the Board evaluation framework. As per Section 134 (p) of the Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and Independent Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. None of the Independent Directors are due for re-appointments.
b. Particulars of Employees:
None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus, furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.
c. Particulars of Loans, Guarantees or Investments:
As on March 31, 2016, there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.
d. Conservation of Energy. Technology Absorption. Foreign Exchange Earnings and Outgo:
Particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, is set out hereunder:
Sr. No. |
Particulars |
Disclosures |
||
1. |
Conservation of Energy and Power Consumption |
Your Company has continued to accord priority to Conservation of energy and is continuing its efforts to utilize energy more efficiently |
||
2 |
Technology Absorption and Research & Development |
Your Company has not absorbed or imported any technology and no research and development work is carried out. |
||
3. |
Foreign Exchange |
Earnings |
Exports of Goods |
US $: Nil |
Rs.: Nil |
||||
Outgo |
Nil |
Nil |
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status during the year and Company''s operations in future.
COMMITTEES OF THE BOARD:
Currently, the Board has five committees:
1. Audit Committee,
2. Nomination and Remuneration Committee,
3. Stake Holders Relationship Committee,
4. Share Transfer Committee,
5. Risk Management Committee.
A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.
GREEN INITIATIVES:
As part of the Green Initiative in Corporate Governance, the Ministry of Corporate Affairs ("MCA"), Government of India, through its Circular Nos. 17/2011 and 18/2011, dated April 21, 2011 and April 29, 2011 respectively has allowed companies to send official documents through electronic mode.
Like the previous year, electronic copies of the Annual Report and Notice of the 34th Annual General Meeting are sent to all the members whose email addresses are registered with the Company/Depository Participant(s) for communication purposes. For members who have not registered their email addresses, physical copies of the Notice and Annual Report are sent in the permitted mode. Members requiring physical copies can send a request to the Company.
ACKNOWLEDGEMENTS:
The Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, Registers, bankers, financial institutions, Share Transfer Agents. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.
ON BEHALF OF THE BOARD OF DIRECTORS
Date: 13.08.2016 Sd/- Sd/-
Kamal Nayan Sharma Harish Joshi
Reg. Office: Managing Director Director
Room No.122, 1st Floor,
Sitladevi Chs Ltd, (DIN 03405150) (DIN 00220126)
D N Nagar Ambivali,
Andheri (W), Mumbai - 400053
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their THIRTY THIRD ANNUAL
REPORT on the business and operations of the Company for the year ended
31st March, 2015.
FINANCIAL RESULTS:
Particulars 31.03.2015 31.03.2015
Consolidated Standalone
Income from sales & Other Sources 82,51,27,634 132786138
Expenses & Depreciation 81,65,96,518 125763351
Net Profit/ (Loss) before Taxation 85,31,116 7022787
Provision for Taxation 29,32,630 2228000
Deferred Taxation Assets (2628) (2628)
Profit/ (Loss) after Taxation. 56,01,114 4797415
Particulars 31.03.2014
Consolidated
Income from sales & Other Sources 56,72,65,746
Expenses & Depreciation 55,63,83,813
Net Profit/ (Loss) before Taxation 1,08,81,933
Provision for Taxation 33,62,090
Deferred Taxation Assets (7,766)
Profit/ (Loss) after Taxation. 75,27,609
OPERATIONS:
The Company has earned Consolidated profit after tax of Rs. 56,01,114/-
during the current financial year ended on 31.03.2015 as against
Consolidated profit after tax of Rs. 75,27,609/- earned during the
previous financial year ended on 3103.2014. Profit before tax is
85,31,116/- during the current financial year ended on 31.03.2015 as
compared to 1,08,81,933/- in previous year ended on 31.03.2014.
DIVIDEND:
Board of Directors does not recommend any dividend for the year under
review.
DIRECTORS:
The Companies Act, 2013, provides for the appointment of independent
directors. Sub-section (10) of Section 149 of the Companies Act, 2013
provides that independent directors shall hold office for a term of up
to five consecutive years on the board of a company; and shall be
eligible for re-appointment on passing a special resolution by the
shareholders of the Company.
Further, according to Sub-section (11) of Section 149, no independent
director shall be eligible for appointment for more than two
consecutive terms of five years. Sub-section (13) states that the
provisions of retirement by rotation as defined in Sub-sections (6) and
(7) of Section 152 of the Act shall not apply to such independent
directors.
During the year under review the following director's was on the Board
of the company:
Sr. Name of Director Designation Date of
No. Appointment
1 Mr. Kamal Nayan Sharma Managing Director 25/10/2011
(w.e.f. 14/02/2014) (Managing
Director
w.e.f.
14/02/2014)
2 Mr. Mukunnd Bhardwaj Executive Director 10/10/2013
3 Ms. Deepa Dalmia Independent Director 17/12/2012
4 Ms. Varsha Murarka Independent Director 13/02/2012
5 Mr. Pankaj Dawar Independent Additional 29/12/2014
Director
During the year under review the following director's Appointed on the
Board of the company:
*Mr. Pankaj Dawar, Appointed as an Additional Director of the Company
on 29/12/2014.
RETIRE BY ROTATION:
Mr. Mukunnd Bhardwaj, (DIN 05204125) Director, who retires by rotation
and being eligible offers himself for re-appointment as Director of the
Company.
AUDITORS:
M/s. Sanjay N. Shah & Co., Chartered Accountants (FRN: 124897W), are
propose to be re-appointed as Statutory Auditors of the Company from
the conclusion of the (33rd AGM) ensuing Annual General Meeting till
the conclusion of the (34th AGM) next Annual General Meeting, as
required under section 139 (1) of the Companies Act, 2013, company has
obtained a written consent from M/s. Sanjay N. Shah & Co. to such
appointment and also a Certificate to the effect that their
appointment, if made, would be in accordance with section 139 (1) of
the Companies Act, 2013 and the rules made there under.
AUDITOR'S REPORT:
The observations made in the Auditor's Report are dealt with separately
by Notes on Accounts. These are self explanatory and do not call for
any further comments.
DEPOSITS:
During the year under report the company has neither invited nor
accepted any public fixed deposits within the meaning of Section 73 and
74 of the Companies Act, 2013 and rules made there under.
CORPORATE GOVERNANCE
As per the directions of SEBI and the Bombay Stock Exchange Ltd.,
accordingly the company has been adhering to the directions and
guidelines as required. The report on the code of corporate governance
is annexed separately in this Annual report.
BOARD EVALUATION
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the
entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
evaluation process has been explained in the corporate governance
report section in this Annual Report. The Board approved the evaluation
results as collated by the nomination and remuneration committee.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board and
separate its functions of governance and management. As on March 31,
2015, the Board consists of 5 members. Out of which one is the
Managing Director, One is Executive Director & CFO, two Independent
Directors and Additional Independent Director on the Board of the
Company.
The policy of the Company on directors' appointment and remuneration,
including criteria for determining Experience, qualifications, positive
attributes, independence of a director and other matters provided under
Subsection (3) of Section 178 of the Companies Act, 2013, adopted by
the Board, are stated in this Board report. We affirm that the
remuneration decision to the directors is subject to approval and as
per the terms laid out in the nomination and remuneration policy of the
Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation
program. To familiarize the new inductees with the strategy, operations
and functions of our Company, the executive directors / senior
managerial personnel make presentations to the inductees about the
Company's strategy, operations policies, service offerings, markets,
organization structure, finance, human resources, technology, quality,
facilities and risk management.
The Company has organized the following workshops for the benefit of
Directors and Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015;
(e) NBFC norms and regulation applicable on the Company.
Further, at the time of appointment of an independent director, the
Company issues a formal letter of appointment as a director.
NUMBER OF MEETINGS OF THE BOARD
The Board met 6 (Six) times during the financial year, the details of
which are given in the corporate governance report that forms part of
this Annual Report. The intervening gap between any two meetings was
within the period prescribed by the Companies Act, 2013.
COMMITTEES OF THE BOARD
Currently, the Board has five committees:
1. Audit Committee,
2. Nomination and Remuneration Committee,
3. Stake Holders Relationship Committee,
4. Share Transfer Committee,
5. Risk Management Committee.
A detailed note on the Board and its committees is provided under the
corporate governance report section in this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
In the opinion of the Board, the independent directors are,
individually, person of integrity and possess relevant expertise and
experience.
The Independent Directors under section 149(6) of the Companies Act,
2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary
or associate company;
2. They are not directors in the company, its holding, subsidiary or
associate company.
3. The independent Directors have/had no pecuniary relationship with
company, its holding, subsidiary or associate company, or their
promoters, or directors, during the two immediately preceding financial
years or during the current financial year;
4. None of the relatives of the Independent Directors have or had
pecuniary relationship or transaction with the company, its holding,
subsidiary or associate company, or their promoters, or directors,
amounting to two percent. or more of its gross turnover or total income
or fifty lakh rupees or such higher amount as may be prescribed,
whichever is lower, during the two immediately preceding financial
years or during the current financial year;
5. Independent Director, neither himself nor any of his relativesÂ
* holds or has held the position of a key managerial personnel or is or
has been employee of the company or its holding, subsidiary or
associate company in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed;
* is or has been an employee or proprietor or a partner, in any of the
three financial years immediately preceding the financial year in which
he is proposed to be appointed, of-
* a firm of auditors or company secretaries in practice of the company
or its holding, subsidiary or associate company; or
ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL
COMPANIES (RESERVE BANK) DIRECTIVES. 1998.
The relevant provisions, for disclosure in the Director's Report, of
Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued
by the Reserve Bank of India are not applicable, as the Company is not
holding any public deposits.
ADDITIONAL INFORMATION:
Part A and part B of the Particulars required to be furnished under the
companies (disclosure of particulars in the report of Board of
Directors) Rules, 1988 are Nil. There were no foreign exchange earnings
and out go during the year.
DIRECTOR'S RESPONSIBILITY STATEMENT:
AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013 THE
DIRECTORS CONFIRM THAT:
In the presentation of the Annual Accounts, the applicable Accounting
Standards have been followed and financial statements are prepared in
accordance with the Generally Accepted Accounting Principles (GAAP)
under the historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under
Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of
the Companies (Accounts) Rules, 2014, the provisions of the Act (to the
extent notified) and guidelines issued by the Securities and Exchange
Board of India (SEBI).
There are no material departures from prescribed accounting standards
in the adoption of these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended
March 31, 2015, the applicable accounting standards have been followed.
2. The directors have taken proper and sufficient care towards 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.
3. 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 and
loss of the Company for that period.
4. The directors have prepared the annual accounts on a going concern
basis.
5. The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and
operating effectively.
6. The directors have laid down internal financial controls, which are
adequate and are operating effectively.
SECRETARIAL AUDITOR
M/s. Vinesh K Shah, Practicing Company Secretaries, Mumbai was
appointed to conduct the secretarial audit of the Company for the
financial year 2014-15, as required under Section 204 of the Companies
Act, 2013 and Rules thereunder. The secretarial audit report for FY
2014-15 forms part of the Annual Report and part of the Board's report
as "Annexure -1".
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In pursuant of the provisions of Section 135 of the Companies Act,
2013, the CSR provision are not applicable to the Company.
SUBSIDIARY COMPANIES
The Company has two subsidiaries named as follows:
1. Intent Fashions Pvt. Ltd.
2. Aries Designers Pvt. Ltd.
Summery result of the above subsidiary companies is given separately,
details of subsidiary companies given separately in AOC-1 as
"Annexure-3".
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviours of any form and the Board has laid down the directives to
counter such acts. The Code has been posted on the Company's website
www.indianinfotechandsoftwareltd.com.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with instance of fraud and mismanagement, if any, in
staying true to our values of Strength, Performance and Passion and in
line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any. The FRM Policy ensures
that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a
genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the Code.
SIGNIFICANT AND MATERIAL ORDERS
Honorable High Court Delhi in the matter of CO.APP. 13/2014 & CM Nos.
4110 & 14851/2014, Order dated 11th December, 2014. In the matter of
CRB Trustee Ltd. A/c CRB Mutual Funds Vs. Company(Indian Info tech and
Software Limited), to re-issue/re-allot forfeited shares which was
forfeited from Folio CRB Trustee Ltd. A/c CRB Mutual Funds vide folio
number - 405, Distinctive Number 0001367952-0001582800, Number of
Shares forfeited - 214849 of Rs. 10 face value, Amount Forfeited Rs.
5,37,122.5/- ( Forfeited @ Rs. 2.5/- per share on 214849 equity shares)
dated 23rd November, 2010.
The Company is in the process of complying the said order of Honorable
High Court Delhi in the matter of CO.APP. 13/2014 & CM Nos. 4110 &
14851/2014, Order dated 11th December to re-issue/re-allot 2148490
equity shares of Re. 1/- each face value to CRB Trustee Ltd. A/c CRB
Mutual Fund.
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the annual return is annexed as "Annexure -2"
1. The Paid up capital of the Company is Rs. 1,003,441,010.00/-
consisting of 1,003,441,010 equity shares of face value of Re.1/- each.
2. The Board of Directors of the company consists of 5 Directors
namely Mr. Kamal Nayan Sharma Managing Director, Mr. Mukund Bhardwaj
Executive Director & CFO, Ms. Varsha Murarka Independent Director, Ms.
Deepa Dalmia Independent Director and Mr. Pankaj Dawar Independent
Additional Director of the Company.
3. The secured debt of the company is Nil.
4. The Promoters holding is consists of 25,14,05,500 equity shares of
Rs.1/- each amounting to 25.05%.
5. There was no un-paid dividend during the year.
ANNEXURE TO THE DIRECTOR'S REPORT
Statements of Particulars under Companies (Disclosure of particulars in
the Report of Board of Directors) Rules, 1988.
A. CONSERVATION OF ENERGY Not Applicable.
B. TECHNOLOGY ABSORPTION Not Applicable.
C. FOREIGN EXCHANGE EARNING AND OUTGO Rs. NIL
ON BEHALF OF THE BOARD OF DIRECTORS
Date: 14th August, 2015
Sd/-
Kamal Nayan Sharma
Registered Office: Managing Director
D-207, Crystal Plaza, (DIN 03405150)
Opposite Infinity Mall, New Link Road,
Andheri (W), Mumbai - 400053
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their THIRTY SECOND ANNUAL
REPORT on the business and operations of the Company for the year ended
31st March, 2014.
1. FINANCIAL RESULTS:
31st March,2014 31st March,2014 31st March,2013
Consolidated Standalone Consolidated
Income from sales &
Other Sources 56,72,65,746 14,40,12,476 20,28,58,903
Expenses & Depreciation 55,63,83,814 13,79,91,679 19,88,16,381
Net Profit/ (Loss)
before Taxation 1,08,81,932 60,20,796 40,42,522
Provision for Taxation 33,62,090 18,60,000 12,56,122
Excess Provision
for Income Tax
( written back)
Deferred Taxation Assets (7766) (7,766) 47,363
Profit/ (Loss) after
Taxation. 75,27,608 41,68,562 27,39,037
Add: balance b/f from
previous year (1,10,75,863) (1,20,24,950) (1,38,14,900)
Balance carried to
Balance Sheet (70,67,567) (1,12,68,514) (1,10,75,863)
2. OPERATIONS:
During the year under Report the Company has earned an income as
follows:
Particulars 2013-14 2013-14 2012-13
Consolidated Standalone Consolidated
Total Revenue 56,72,65,746 14,40,12,476 20,28,58,903
Total expenses &
Depreciation 55,63,83,814 13,79,91,679 19,88,16,381
Profit before tax 1,08,81,932 60,20,796 40,42,522
Total Tax 33,54,324 18,52,234 13,03,485
Profit for the period 75,27,608 41,68,562 27,39,037
3. DIRECTORS:
During the year under review the following director''s was on the Board
of the company:
Sr. Name of Director Designation Date of Appointment
No.
1 Mr. Ruchir Mohunta Managing Director 25/10/2011
(Resigned w.e.f
10/10/2013)
2 Mr. Kamal Nayan Sharma Managing Director 25/10/2011
(w.e.f. 14/02/2014) (Managing Director w.e.f.
14/02/2014)
3 Ms. Deepa Dalmia Independent Director 17/12/2012
4 Ms. Varsha Murarka Independent Director 13/02/2012
5 Mr. Mukunnd Bhardwaj Additional Director 10/10/2013
During the year under review the following director''s resigned &
Appointed from/on the Board of the company:
Mr. Ruchir Mohunta, Managing Director of the Company resigned from the
Board on 01/10/2013. Mr. Mukund Bhardwaj Appointed as an Additional
Director of the Company on 10/10/2013. Mr. Kamal Nayan Sharma,
Appointed as a Managing Director of the Company w.e.f. 14/02/2014
4. DIVIDEND:
Board of Directors does not recommend any dividend for the year under
review.
5. CHANGE OF NAME OF THE COMPANY:
Board of Directors vide its Meeting dated May 6, 2013 has decided to
change the Name of Company and accorded the Shareholder approval by way
of Postal Ballot on August 28, 2013, procedure of Name Change of
company could not be completed due to non receipt of NOC/approval from
the statutory authorities.
6. RETIRE BY ROTATION:
None of the Directors are liable to be retire by rotation this year as
per the Article no. 104 & 125 of Articles of the Company and
Sub-Section 6 of Section 152 of Companies Act, 2013.
7. AUDITORS:
M/s. Sanjay N. Shah & Co., Chartered Accountants (FRN: 124897W), are
propose to be re-appointed as Statutory Auditors of the Company from
the conclusion of the ensuing Annual General Meeting till the
conclusion of the next Annual General Meeting, as required under
section 139 (1) of the Companies Act, 2013, company has obtained a
written consent from M/s. Sanjay N. Shah & Co. to such appointment and
also a Certificate to the effect that their appointment, if made, would
be in accordance with section 139 (1) of the Companies Act, 2013 and
the rules made there under.
8. AUDITOR''S REPORT:
The observations made in the Auditor''s Report are dealt with separately
by Notes on Accounts. These are self explanatory and do not call for
any further comments.
9. DEPOSITS:
During the year under report the company has neither invited nor
accepted any public fixed deposits within the meaning of Section 58A of
the Companies Act, 1956 and rules made there under.
10. PARTICULARS OF EMPLOYEES:
The Company has no employees in the category specified under Section
217(2A) of the Companies Act, 1956.
11. ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL
COMPANIES (RESERVE BANK) DIRECTIVES, 1998.
The relevant provisions, for disclosure in the Director''s Report, of
Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued
by the Reserve Bank of India are not applicable, as the Company is not
holding any public deposits.
12. ADDITIONAL INFORMATION:
Part A and part B of the Particulars required to be furnished under the
companies (disclosure of particulars in the report of Board of
Directors) Rules, 1988 are Nil. There were no foreign exchange earnings
and out go during the year.
13. DIRECTORRs.S RESPONSIBILITY STATEMENT:
a) Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors confirm that:
In the presentation of the Annual Accounts, the applicable Accounting
Standards have been followed and that no material departures have been
made from the same;
b) the Directors had selected such Accounting policies and applied them
consistently and judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) the Directors 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, and,
d) The Directors had prepared the Annual Accounts on a going concern
basis.
ON BEHALF OF THE BOARD OF DIRECTORS
Date: 28th July, 2014 Kamal Nayan Sharma
Registered Office: Managing Director
D-207, Crystal Plaza, (DIN 03405150)
Opposite Infinity Mall,
New Link Road,
Andheri (W), Mumbai - 400053
Mar 31, 2013
The Directors have pleasure in presenting their THIRTY FIRST ANNUAL
REPORT on the business and operations of the Company for the year ended
31st March, 2013.
1. FINANCIAL RESULTS: 31st March, 31st March, 31st March,
2013 2013 2012
Consolidated
Income from sales & Other
Sources 20,28,58,903 94,34,243 42,73,564
Expenses & Depreciation 19,88,16,381 67,67,809 37,35,147
Net Profit/ (Loss)
before Taxation 40,42,522 26,66,434 5,38,417
Provision for Taxation 12,56,122 8,29,122 1,61,309
Excess Provision for
Income Tax (written back)
Deferred Taxation Assets 47,363 47,363 11,127
Profit/ (Loss) after Taxation. 27,39,037 17,89,949 3,63,417
Add: balance b/f from
previous year (1,38,14,900) (1,38,14,900) (1,43,06,202)
Balance carried to
Balance Sheet (1,10,75,863) (1,20,24,951) (1,38,14,900)
2. OPERATIONS:
During the year under Report the Company has earned an income as
follows:
Particulars 2012-13 2012-13 2011-12
Consolidated
Total Revenue 20,28,58,903 94,34,243 42,73,564
Total expenses &
Depreciation 19,88,16,381 67,67,809 37,35,147
Profit before tax 40,42,522 26,66,434 5,38,417
Total Tax 13,03,485 8,76,485 1,75,000
Profit for the period 27,39,037 17,89,949 3,63,417
3. DIRECTORS:
During the year under review the following director''s was on the Board
of the company:
Sr.
No. Name of Director Designation Date of
Appointment
1 Ruchir Mohunta Managing Director 25/10/2011
2 Kamal Nayan Sharma Non Executive 25/10/2011
Director
3 Deepa Dalmia Independent 17/12/2012
Director
4 Varsha Murarka Independent 13/02/2012
Director
4. DIVIDEND:
Due to inadequate Profits the Board of Directors do not recommend any
dividend for the year under review.
5. SCHEME OF ARRANGEMENT OF COMPANY:
The Directors are glad to inform that the Company has successfully
complete the merger of two non listed public Companies with the Company
vide Order of Hon''ble High Court Mumbai on 4th May, 2012 Under section
391 & 393 of the companies Act, 1956 entered into a scheme of
arrangement i.e. scheme of merger of M/s. Niki Metal Co. Limited and
M/s. Lambodar Nirmit Limited with Indian Infotech and Software Limited
and preferential allotment of shares to specified investors. The
Hon''ble High Court Bombay sanctioned the scheme of arrangement on
04/05/2012.
The amalgamation has been accounted for under the "Pooling of
Interest Method" as per AS 14. Accordingly, as on appointed date, all
the assets and liabilities have been taken at their book value and all
the reserves identity has been preserved and added to identical
reserves of IISL. The liabilities have been accounted for on their book
value basis of accrual and certainty as decided by the management.
However, as per the scheme the difference between Net asset value and
equity shares issued to shareholders of transferor companies shall be
recorded as Capital Reserve or goodwill.
6. AUDITORS:
M/s Sanjay N. Shah & Co., Chartered Accountants, Mumbai, are to be
re-appointed as Statutory Auditors of the Company to hold office until
the conclusion of next Annual General Meeting, to act as Statutory
Auditor of the Company. The Company has received confirmation from them
that the appointment, if made, would be within the limits prescribed
U/s. 224(1B) of the Companies Act, 1956.
7. AUDITOR''S REPORT:
The observations made in the Auditor''s Report are dealt with separately
by Notes on Accounts. These are self explanatory and do not call for
any further comments.
8. DEPOSITS:
During the year under report the company has neither invited nor
accepted any public fixed deposits within the meaning of Section 58A of
the Companies Act, 1956 and rules made there under.
9. PARTICULARS OF EMPLOYEES:
The Company has no employees in the category specified under Section
217(2A) of the Companies Act, 1956.
10. ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL
COMPANIES (RESERVE BANK) DIRECTIVES. 1998.
The relevant provisions, for disclosure in the Director''s Report, of
Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued
by the Reserve Bank of India are not applicable, as the Company is not
holding any public deposits.
11. ADDITIONAL INFORMATION:
Part A and part B of the Particulars required to be furnished under the
companies (disclosure of particulars in the report of Board of
Directors) Rules, 1988 are Nil. There were no foreign exchange earnings
and out go during the year.
12. DIRECTOR''S RESPONSIBILITY STATEMENT:
a) Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors confirm that:
In the presentation of the Annual Accounts, the applicable Accounting
Standards have been followed and that no material departures have been
made from the same;
b) the Directors had selected such Accounting policies and applied them
consistently and judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) the Directors 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, and,
d) The Directors had prepared the Annual Accounts on a going concern
basis.
FOR AND ON BEHALF OF THE BOARD,
Sd/-
PLACE; MUMBAI RUCHIR MOHUNTA
DATE: 30th May, 2013 Managing Director
Mar 31, 2012
The Directors have pleasure in presenting their THIRTIETH ANNUAL REPORT
on the business and operations of the Company for the year ended 31st
March, 2012.
1. FINANCIAL RESULTS:
(Rs. In Lacs)
31st March, 2012 31st March, 2011
Income from sales & Other Sources 42.74 12.66
Depreciation 0.45 0.27
Net Profit/ (Loss) before Taxation 5.38 (160.76)
Provision for Taxation 1.64 -
Excess Provision for Income Tax -
(written back)
Deferred Taxation Assets 0.11 0.12
Profit/ (Loss) after Taxation. 3.63 (160.88)
Add: balance b/f from previous year (146.53) 14.34
Balance carried to Balance Sheet (138.15) (146.53)
2. OPERATIONS:
During the year under Report the Company has earned an income of Rs.
42,73,564 as against Rs. 12,65,960/- in the previous year ended 31st
March, 2011. The profit/(Loss) before tax was Rs. 5,38,417 as against
the loss of (Rs. 1,60,75,782/-) in the previous year ended 31st March,
2011. The net Profit/(Loss) after tax during the year was Rs. 3,63,417
as against loss of (Rs. 1,60,87,528/-) in the previous year ended 31st
March, 2011.
3. CHANGE OF MANGEMNET : During the year previous promoters of the
Company, M/s Chemo Pharma Laboratories Limited and M/s Shree
Consultation & Services Private Limited (Collectively referred as
promoter group') and collectively holding 26,17,050 fully paid up
equity shares of Rs. 10/- each, representing 60.46% of the total
paid-up equity/voting share capital, of the Company has entered into a
Share Purchase Agreement (SPA) on May 20, 2011 with the present
promoter Group to acquire 26,17,050 fully paid up equity shares of Rs.
10/- each, representing 60.46% of the total paid-up equity/voting share
capital and acquired the management control of the Company . The
Present Management pursuant to SEBI takeover Code, 2011 gave a Public
announcement for Acquisition of shares of the Company from the public
on May 24th, 2011. The Open Offer closed on September 29th, 201 land on
October 25th, 2011 management of the Company has been changed and new
management came in to force.
The Present promoters of the company consist of M/s Jayanti Prime
Software Advisory Pvt. Ltd., Dhanvarsha Advisory Services Pvt. Ltd.,
Generosity Share Trading Pvt. Ltd., Mahamaya Financial Consultants Pvt.
Ltd. and controlled by Mr Ruchir Mohunta and Mr Kamal Nayan Sharma
(Directors)
4. DIRECTORS:
During the year under review the following director's due to
preoccupation and because of the change of management resigned from the
Board of the company:
Shri Surendra Rao, Director of the Company, Shri G.K. Joshi, Director
of the Company and Shri R. M. Khandelwal, Director of the Company
resigned from the Board on 25/ 10/2011, Shri N. K. Pareek, director of
the Company resigned from the Board on 02/12/2011, Shri Shyam Sundar
Sharma, Director of the Company resigned from the Board on 17/ 12/2011
and Shri Suresh Chandra Sharma, Director of the Compaq resigned from
the Board on 14/02/2012.
The Board appointed to Shri Ruchir Mohunta, as an Additional Director
of the /Company, Shri Kamal Nayan Sharma as an Additional Director of
the Company and Shri Suresh Chandra Sharma as an Additional Director of
the Coampny on 25/10/2011, Shri Shyam Sundar Sharma as an Additional
Director on 02/ 12/2012, Ms. Deepa Dalmia, as an Additional Director of
the Company on 17/12/2011 & Ms.Varsha Murarka as an additional Director
of the Company on 14/02/2012.
Shri RUCHIR MOHUNTA appointed as Managing Director of the company with
effect from 25/10/2011.
5. DIVIDEND;
Due to inadequate Profits the Board of Directors do not recommend any
dividend for the year under review.
6. SUBDIVISION OF SHARES:
During the year under review the stock of the company was split into
face value of Rs 1/- each to give adequate liquidity in the market and
allow the small shareholders to hold the shares in small denomination.
7. SCHEME OF ARRANGEMENT OF COMPANY:
The Directors are glad to inform that as per section 391 8s 393 of the
companies Act, 1956 entered into a scheme of arrangement i.e. scheme of
merger of M/s. Niki Metal Co. Limited and M/s. Lambodar Nirmit Limited
with Indian Infotech and Software Limited and preferential allotment of
shares to specified investors. The Hon'ble High Court Bombay sanctioned
the scheme of arrangement on 04/05/2012.
8. AUDITORS:
M/s Sanjay N. Shah & Co., Chartered Accountants, Mumbai, are to be
re-appointed as Statutory Auditors of the Company to hold office until
the conclusion of next Annual General Meeting, to act as Statutory
Auditor of the Company. The Company has received confirmation from them
that the appointment, if made, would be within the limits prescribed
U/s. 224(1B) of the Companies Act, 1956.
9. AUDITOR'S REPORT:
The observations made in the Auditor's Report are dealt with separately
by Notes on Accounts. These are self explanatory and do not call for
any further comments.
10. DEPOSITS:
During the year under report the company has neither invited nor
accepted any public fixed deposits within the meaning of Section 58A of
the Companies Act, 1956 and rules made there under.
11. PARTICULARS OF EMPLOYEES:
The Company has no employees in the category specified under Section
217(2A) of the Companies Act, 1956.
12. ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL
COMPANIES (RESERVE"BANK) DIRECTIVES. 1998.
The relevant provisions, for disclosure in the Director's Report, of
Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued
by the Reserve Bank of India are not applicable, as the Company is not
holding any public deposits.
13. ADDITIONAL INFORMATION:
Part A and part B of the Particulars required to be furnished under the
companies (disclosure of particulars in the report of Board of
Directors) Rules, 1988 are Nil. There were no foreign exchange
earnings and out go during the year.
14. DIRECTORS RESPONSIBILITY STATEMENT:
a) Pursuant to Section 217 (2AA) of the Companies Act, 1956, the
Directors confirm that:
In the presentation of the Annual Accounts, the applicable Accounting
Standards have been followed and that no material departures have been
made from the same;
b) the Directors had selected such Accounting policies and applied them
consistently and judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) the Directors 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, and,
d) The Directors had prepared the Annual Accounts on a going concern
basis.
FOR AND ON BEHALF OF THE BOARD,
PLACE; MUMBAI RUCHIR MOHUNTA
DATE : AUGUST 27th , 2012 MANAGING DIRECTOR
Mar 31, 2010
The Directors have pleasure in presenting their TWENTY-EIGHT ANNUAL
REPORT on the business and operations of the Company for the year ended
31st March, 2010.
1. FINANCIAL RESULTS : (Rs. In Lacs)
31st March, 2010 31st March, 2009
Income from sales & Other Sources 3.13 13.28
Depreciation 0.42 0.67
Net Profit/ (Loss) before Taxation (9.73) 0.25
Provision for Taxation - 0.23
Excess Provision for Income Tax - -
(written back)
Deferred Taxation Assets (0.99) (0.22)
Profit/ (Loss) after Taxation (8.74) 0.24
Add: balance b/f from previous year 23.08 22.84
Balance carried to Balance Sheet 14.34 23.08
2. DIVIDEND:
Due to inadequate Profits the Board of Directors do not recommend any
dividend for the year under review.
3. DIRECTORS:
Shri Surendra Rao, Director of the Company retires by rotation under
Article 104 of Articles of Association of the Company but being
eligible offers himself for re-appointment.
Shri. K. P. Patil, the Director of the Company expired on 08-10-2009.
Shri. K. L. Mundra Managing director of the Company expired on
16-06-2010. The Board of Directors of the Company expresse their
profound grief on said demise of Shri. K. P. Patil and Shri. K. L.
Mundra, Directors of the Company and places on record their valuable
services rendered to the Company.
The Board in its meeting held on 30th July, 2010 has appointed Shri. N.
K. Pareek as CEO and Compliance Officer of the Company with effect from
16-06-2010 and his designation has also accordingly changed from Non-
Executive Director to Executive Director.
4. RECONSTITUTION OF AUDIT COMMITTEE :
The Audit Committee was reconstituted on 30.10.2009. Shri. Surendra Rao
was inducted as member of the Audit Committee in place of Shri. K. P.
Patil, who expired on 08.10.2009. Shri. G. K. Joshi, member of the
Audit Committee was appointed as Chairman.
The reconstituted Audit Committee will be as follows:
1. Shri G. K. Joshi Chairman
2. Shri R. M. Khandelwal Member
3. Shri Surendra Rao Member
5. RECONSTITUTION OF SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:
The Share Transfer & Shareholders/Investorsà Grievance Committee was
reconstituted on 30.10.2009. Shri. Surendra Rao was inducted as member
of the Share Transfer & Shareholders/Investorsà Grievance Committee in
place of Shri. K. P. Patil due to his death on 08.10.2009. Shri. G. K.
Joshi, member of the Share Transfer & Shareholders/Investorsà Grievance
Committee was appointed as Chairman.
The reconstituted Share Transfer & Shareholders/Investorsà Grievance
Committee will be as follows:
1. Shri G. K. Joshi Chairman
2. Shri R. M. Khandelwal Member
3. Shri Surendra Rao Member
6. OPERATIONS:
During the year under Report the Company has earned an income of Rs.
3,13,394/- as against Rs. 13,28,122/- in the year ended 31st March
2009. The profit/(Loss) before tax was (Rs. 9,73,115/-) as against the
profit of Rs. 25,117/- in the year ended 31st March, 2009. The net
Profit/(Loss) after tax during the year was (Rs. 8,74,109/) as against
profit of Rs. 23,681/- in the year ended 31st March, 2009.
7. REVOCATION OF SUSPENSION IN TRADING OF SHARES.
The Directors are glad to inform that the Bombay Stock Exchange vide
Notice No. 20100720 - 12 dated 20th July, 2010 has revoked the
suspension in trading of equity shares of the company w.e.f. 26th July,
2010 and has allowed the resumption of trading in ÃBÃ group from the
said date. The entire shareholding held by the promoters/ promoter
group has been locked in for a period of 3 months.
8. AUDITORS :
There is no qualification or adverse comments in the AuditorÃs Report
dated 30th July, 2010 issued by M/s. H. P. Biyani & Co., Chartered
Accountants for the year ended 31st March, 2010.
M/s. H. P. Biyani & Co. Chartered Accountants have expressed their
unwillingness to be reappointed as Statutory Auditor at the ensuing
Annual General Meeting. The Board of Directors have received a letter
from M/s. Sarda Soni Associates, Chartered Accountant expressing their
willingness to act as Statutory Auditors of the Company, if appointed
at the ensuing Annual General Meeting and have further informed that
their appointment if made, will be, within the limit prescribed under
section 224 (1B) of the Companies Act, 1956. Accordingly the notice of
Annual General Meeting contains a resolution for appointment of M/s.
Sarda Soni Associates, Chartered Accountants as Statutory Auditors to
hold the office from the conclusion of the forthcoming Annual General
Meeting to the next Annual General Meeting at a remuneration (including
out of pocket expenses) to be fixed by the Board of Directors in
consultation with them.
9. DEPOSITS:
During the year under report the company has neither invited nor
accepted any public fixed deposits.
10. PARTICULARS OF EMPLOYEES :
The Company has no employees in the category specified under Section
217(2A) of the Companies Act, 1956.
11. ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL
COMPANIES (RESERVE BANK) DIRECTIVES, 1998.
The relevant provisions, for disclosure in the DirectorÃs Report, of
Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued
by the Reserve Bank of India are not applicable, as the Company is not
holding any public deposits.
12. DIRECTORÃS RESPONSIBILITY STATEMENT :
Pursuant to Section 217 (2AA) of the Companies Act, 1956, The Directors
confirm that:
a) in the presentation of the Annual Accounts, the applicable
Accounting Standards have been followed and that no material departures
have been made from the same;
b) the Directors had selected such Accounting policies and applied them
consistently and judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) the Directors 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, and,
d) the Directors had prepared the Annual Accounts on a going concern
basis.
PLACE : MUMBAI FOR AND ON BEHALF OF THE BOARD
DATE : JULY 30, 2010
Sd/-
N. K. PAREEK
DIRECTOR
Mar 31, 2009
The Directors have pleasure in presenting their TWENTY-SEVENTH ANNUAL
REPORT on the business and operations of the Company for the year ended
31st March, 2009.
1. FINANCIAL RESULTS;
(Rs. In Lacs)
31st March, 2009 31st March, 2008
Income from sales & Other Sources 13.28 27.26
Depreciation 0.67 1.07
Net Profit/ (Loss) before Taxation 0.25 3.57
Provision for Taxation 0.23 (0.20)
Excess Provision for Income Tax - 0.88
(written back)
Deferred Taxatin 0.69 0.30
Profit/(Loss) after Taxation 0.71 4.55
2. DIVIDEND: .
Due to inadequate Profits the Board of Directors do not recommend any
dividend for the year under review.
3. DIRECTORS;
Shri 6. K. Joshi, Director of the Company retires by rotation under
Article 104 of Articles of Association of the Company but being
eligible offers himseif for re-appointment.
4. OPERATIONS:
During the year under Report the Company has earned an income of Rs.
13,28,122/- as against Rs. 27,26,204/- in the year ended 31st March
2008. The profit before tax was Rs. 25,117/- as against the profit of
Rs. 3,56,678/- in the year ended 31* March, 2008. The net Profit after
tax during the year was Rs.70,898/- as against profit of Rs.
4,54,942/- in the year ended 31st March,2008.
5. AUDITORS REPORT:
As regards Auditors observations in para 6 of the Auditors Report, the
Directors are of the opinion that para 2 and 3 of the Notes to the
Accounts given in "Schedule M* are self explanatory. As regards
confirmation from debtors, creditors are concerned, the reconciliation
of Accounts is a on going process and no material discrepancy has been
found. As regards non-provision against doubtful debts, the provision @
5 % on the doubtful debts of Rs. 82,09,185/- amounting to Rs.
4,10,459/-has been made in the Accounts and Directors are constantly
reviewing the debts considered as doubtful.
6. PARTICULARS OF EMPLOYEES:
The Company has no employees in the category specified under Section
217(2A) of the Companies Act, 1956.
7. ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL
COMPANIES (RESERVE BANK) DIRECTIVES, 1998.
The relevant provisions, for disclosure in the Directors Report, of
Non-Banking Financial Companies (Reserve Bank) Directions, 1998 issued
by the Reserve Bank of India are not applicable, as the Company is not
holding any public deposits.
8. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, The Directors
confirm that:
a) in the presentation of the Annual Accounts, the applicable
Accounting Standards have been followed and that no material departures
have been made from the same;
b) the Directors had selected such Accounting policies and applied them
consistently and judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for that period;
c) the Directors 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, and,
d) the Directors had prepared the Annual Accounts on a going concern
basis.
FOR AND ON BEHALF OF THE BOARD
Sd/-
PLACE; MUMBAI K. L. MUNDRA
DATE -SEPTEMBER 4,2009 MANAGING DIRECTOR