Mar 31, 2015
I am privileged to present, on behalf of the Board of Directors, 20th
Annual Report on the business and operations of your Company for the
Financial Year ended on 31st March, 2015 together with Audited
Statement of Accounts, Auditor's Report for the period ended on 31st
March 2015.
1. Financial Results
The financial results of the Company forthe period under review are
summarized below. The previous figures in the financial statements have
been regrouped, wherever necessary:
(Rs. In Lacs)
Particulars Current Year 2014-15 Previous Year 2013-14
Income from Operations 1429.66 1682.22
Other Income 7.16 14.37
Total Income 1436.82 1696.59
Total Expenditure 1230.43 1488.67
Profit before
Depreciation,
Interest & Tax (PBDIT) 206.39 207.92
Interest 12.05 9.53
Depreciation 149.44 127.24
Profit before tax 44.90 71.15
Extraordinary Items 29.50 -
Provision for taxation 15.71 19.41
Deferred Tax (11.75) 5.16
Profit after tax (PAT) 11.44 42.30
Profit brought forward
from previous year 376.80 330.23
Balance carried to
Balance Sheet 362.77 376.80
Paid-up equity share
capital 4783.77 4783.77
Reserves & Surplus 7842.19 7856.22
2. Operations
During the year, company was engaged in expansion of business
activities and also undertook some new projects for expansion of its
business activities worldwide and implementation of the same is going
on. Your Company has focused on Cinema advertising on screen & off
screen plus increasing number of screens in coming future.
Your Company is planning to start eCommerce business again with new
thoughts and system and the Board is much more confident that this time
your Company will get larger spectrum of product and services and will
establish itself in India market among top players.
During the year under review, your company's total income was 1436.82
Lacs in as compared to Rs 1696.59 Lacs in the previous financial year.
The operating profit for the year ended March 31, 2015 is Rs. 15.40
Lacs as compared to Rs. 71.15 Lacs in the preceding financial year. The
profit after-tax in 2014-15 is Rs.11.44 Lacs and was Rs.46.58 Lacs in
2013-14.
3. Dividend
Keeping in view the insufficiency of profits, the Board of Directors do
not recommend any dividend for the year ended March 31, 2015.
4. Reserves
In view of insufficiency of profits, no amount is proposed to be
transferred to Reserves for the year under review.
5. Brief description of the Company's working during the year
A. Review Of Operations
During the year under review, total revenue of the Company was Rs.
1436.82 Lacs as against Rs. 1696.59 Lacs in the previous year. The
company earned a net profit (before tax ) of Rs. 15.40 Lacs as against
a net profit (before tax ) of Rs. 71.15 Lacs during the previous year.
Your Directors are putting in their best efforts to improve the
profitability of the Company.
B. Future Prospects
There is no denying the fact that e-commerce has re-entered India and
is here to stay. Even the small and medium retailers of the country
want to ride the wave and are ready to make a fortune out of the market
place concept. It may be now that online shopping has become popular
but the concept of e-Commerce was introduced long back in the 20th
century.
India's eCommerce market, which was at 2.5 billion in 2009, reached
$8.5 billion in 2012 and now it is estimated to reach $20 billion by
the end of 2015. The survey also estimates that the country's eCommerce
market to reach $56 billion by 2023, driven by rising online retail.
The base of the online shopper is estimated to grow 3X by 2016 and more
than 50 million buyers are expected to come from tier I and II cities.
We have made a plan to rollout our ecommerce business in a very
different mode which may provide the good profits by serving a large
number of ecommerce clients and vendors. We plan to invest US$ 20
million ecommerce business..
6. Change in the nature of business, if any During the year, there is
no change in the nature of business activity of the company.
7. Material 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 statements relate
and the date of the report During the period between the end of the
financial year of the company and the date of the report, there are no
material changes and commitments which affect the financial position of
the company.
8. Details of significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and company's
operations in future During the year, there is no significant and
material orders passed by the Regulators or Courts or Tribunals which
impact the going concern status and company's operations in future.
9. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements The Board has adopted policies
and procedure for ensuring the orderly and efficient conduct of its
business, including adherence to the company's policies, the
safeguarding of its asset, the prevention and detection of fraud and
error, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial disclosure.
10. Details of Subsidiary/Joint Ventures/Associate Companies The
Company has no Subsidiary. During the year, no company has become or
ceased as subsidiary/ Joint-venture/Associate of the company.
11. Performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated
financial statement During the year, no consolidated financial
statements have been prepared by the company as the Company has no
subsidiary company.
12. Deposits
Your Company has not accepted any deposits from public within the
meaning of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014, during the year under review. The
details relating to deposits, covered under Chapter V of the Act is as
under: -
(a) accepted during the year Rs Nil
(b) remained unpaid or unclaimed as at the end of the year Rs Nil
(c) whether there has been any default in repayment of deposits or
payment of No interest thereon during the year and if so, number of
such cases and the total amount involved
(i) at the beginning of the year Rs Nil
(ii) maximum during the year Rs Nil
(iii) at the end of the year Rs Nil
13. Auditors
In accordance with the provisions of Section 139(1) of the Companies
Act, 2013, the members had at the last Annual General Meeting held on
30th September, 2014 appointed M/s. RMA & Associates, Chartered
Accountants, New Delhi, the Statutory Auditors of the Company
(Registration No. 000978N), for five consecutive financial years, i.e.
from the conclusion of the 19th AGM till the conclusion of the 24th AGM
of the shareholders of the Company. Section 139(1) further provides
that the appointment of statutory auditors shall be placed before the
members at every AGM for ratification.
They have confirmed that their appointment, if ratified, shall be in
accordance with the provisions of Section 139(1) of the Act read with
Companies (Audit and Auditors) Rules, 2014 and that they are not
disqualified for their reappointment as Statutory Auditors of the
Company. They have furnished a certificate of their eligibility and
consent under Section 139(1) and 141 of the Companies Act, 2013 and the
rules framed there under. They have also confirmed that they hold a
valid peer review certificate as prescribed under Clause 41 (1 )(h) of
the Listing Agreement.
Accordingly, a resolution seeking members' ratification for the
continued appointment of M/s. RMA& Associates, Chartered Accountants,
New Delhi, the Statutory Auditors of the Company is included at Item
No. 2 of the Notice convening the AGM.
The Board recommends the aforesaid resolution for approval of members.
14. Auditors' Report
Clarification on Auditors 'Observation:
The Company has increased its authorized capital from Rs. 21 Crores to
Rs. 70 Crores during the FY. 2010-11, however, due to financial
constraints and technical problems the company could not file Form 5
with ROC for increase in its authorized capital. With the advent of the
Companies Act, 2013 which came into effect from 01st April, 2014, the
schedule of fees applicable w.r.t. increase in Authorized Capital has
been revised and increased. The Schedule of fees as per the Companies
Act, 2013 has been made applicable and payable on the increased
authorized share capital which the Company had increased prior to the
applicability of Companies Act, 2013. However, your Company is trying
its level best to arrange the funds for filing relevant Form with ROC
and shall file the aforesaid Form with ROC soon.
15. Share Capital
A Issue of equity shares with differential During the year, company has
not issued any equity shares with rights: differential rights.
B Issue of sweat equity shares During the year, company has not issue
any Sweat equity shares.
C Issue of employee stock options During the year, company has not
issued employee stock options.
D Provision of money by company for Rs Nil purchase of its own shares
by employees or by trustees for the benefit of employees E Bonus Shares
No bonus shares were issued during the year under review.
16. Extract of the annual return (MGT-9)
The extract of the annual return in Form No. MGT-9 is annexed herewith
(Annexure 1).
17. Conservation of energy, technology absorption and foreign exchange
earnings and outgo The details of conservation of energy, technology
absorption, foreign exchange earnings and outgo are as follows:
(A) Conservation of energy:
Your company has undertaken various energy efficient practices which
has strengthened the Company's commitment towards becoming an
environment friendly organization. The Company makes all efforts
towards conservation of energy, protection of environment and ensuring
safety. As far as possible, company is utilizing alternate sources of
energy.
(B) Technology absorption:
The business of the company is not technology driven. No technology has
been imported. There is nothing to be disclosed on account of
technology absorption.
(C) Foreign exchange earnings and Outgo during the year:
Rs Foreign Exchange Earned in terms of actual inflows Nil
Foreign Exchange outgo in terms of actual outflows | Nil
18. Corporate Social Responsibility (CSR)
In terms of section 135(1) of the Companies Act, 2013, the provisions
of Corporate Social Responsibility are not applicable to the Company.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Changes in Directors
and Key Managerial Personnel
Appointment and Cessation
During the year under review, Ms. Anita Devi was appointed as an
Additional Director in the category of Non-Executive, Woman Director of
the Company and Mr. Soban Singh Aswal was appointed as an Additional
Director in the category of Non-Executive, Independent Director of the
Company with effect from 25th March, 2015 in terms of relevant
provisions of the Companies Act, 2013 to hold office till the
conclusion of this Annual General Meeting.
Appropriate resolution seeking your approval for the appointment of Mr.
Soban Singh Aswal as an Independent Director of the Company for five
consecutive years forms part of the notice calling AGM.
Further, during the year under review, Mr. Man Mohan Gupta was duly
reappointed as the Managing Director of the Company w.e.f. 02/09/2014
in the annual general meeting held on 30/09/2014 for a period of three
years.
During the year under review, Mr. Narender Kumar Baid was appointed as
the Company Secretary of the Company w..e.f. 20th November, 2014.
Cessation
Ms. Anita Sahu resigned from the Directorship of the Company w.e.f.
30th May, 2015 due to some personal reasons, Further, Mr. Kamal Kishore
Sharma, Director of the Company resigned from the Board w.e.f. 25th
March, 2015.
Ms. Heena Jain, Company Secretary of the Company has tendered her
resignation w.e.f. 31st May, 2014. The Board puts its sincere
appreciation towards the valuable contribution shown by them in meeting
out the Statutory Compliances of the Company.
B. Declaration by Independent Directors
Your Company has received necessary declaration from each Independent
Director of the Company under Section 149(6) of the Companies Act, 2013
read with Clause 49(II)(B) of Listing Agreement confirming that they
met with the criteria of independence as prescribed under the aforesaid
Section and Clause.
C Formal Annual Evaluation
In compliance with the Companies Act, 2013 and Clause 49 of the Listing
Agreement, during the year, the Board adopted a formal mechanism for
evaluating its performance as well as that of its Committees and
Individual Directors including the Chairman of the Board.
The evaluation of Independent Directors was carried out by the entire
Board and that of the Chairman and Non - Independent Directors were
carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with
the Company.
20. Number of meetings of the Board of Directors : Eight meetings of
the Board of Directors were held during the year
21. Committees of the Board
During the year under, in accordance with the Companies Act, 2013 and
Clause 49 of the Listing Agreement, the Board reconstituted some of its
Committees. The Committees are as follows:
- Audit Committee
- Stakeholders' Relationship Committee
- Nomination and Remuneration Committee
- Risk Management Committee
Details of the said Committees alongwith their charters, compositions
and meetings held during the year are provided in the Report of
Corporate Governance as a part of this Annual Report.
22. Board Evaluation
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board Evaluation framework. The Companies Act,
2013 provides 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 board of directors has carried out an annual evaluation of its own
performance, Board Committees and individual directors pursuant to the
provisions of the Companies Act, 2013 and the corporate governance
requirements as prescribed by Securities and Exchange Board of India
("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the Committee members on the basis of the criteria
such as the composition of committees, effectiveness of Committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of Independent Directors, performance of
non-Independent Directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive director and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
23. Policy On Directors' Appointment And Remuneration
Your Company has a policy 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 consisted of 4 members and out of them, 1 Director is
an Executive Director, 2 are Independent Directors and 1 Director is a
non executive Woman Director.
The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a Director, and other matters provided under
sub-section (3) of Section 178 of the Companies Act, 2013, adopted by
the Board, is attached as Annexure - 2 to the Board Report. Further the
remuneration paid to the Directors is as per the terms laid out in the
nomination and remuneration policy of the Company.
24. Risk management policy and Internal Control
The Company has adopted a Risk Management Policy duly approved by the
Board and also has in place a mechanism to identify, access, monitor
and mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
25. Whistle Blower Policy and Vigil Mechanism
Your Company has established a "Whistle Blower Policy" and Vigil
Mechanism for directors and employees to report to the appropriate
authorities concerns about the unethical behavior actual or suspected,
fraud or violation of the Company's code of conduct policy and provides
safeguards against victimization of employees who avail the mechanism
and also provide for direct access to the Chairman of the Audit
Committee. The said policy has been uploaded on the website of the
company. The same can be accessed at the website of the Company at
www.interworld.co.in.
26. Particulars of loans, guarantees or investments under Section 186
During the year under review, no loans, guarantees or investments under
Section 186 was given/ taken or made by your Company.
27. Contracts and arrangements with related parties
All the related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of business. There were no materially significant related party
transactions, contracts, arrangements, including certain arm's length
transactions, during the year under review. Hence, the disclosure in
Form AOC 2 is not required. Details and particulars of all such
transactions, are contained in the Notes to the Financial Statements.
28. Secretarial Audit Report
In terms of Section 204(1) of the Companies Act, 2013 and the rules
made there under M/s A. K. Friends & Co. was appointed as the
Secretarial Auditor to undertake the Secretarial Audit of the Company
for the FY. 2014-15. The report of the Secretarial Audit in Form No. MR
-3 is annexed to and forms part of this Report as per Annexure -3.
Explanation on Secretarial Auditors' Observation
The Company has increased its authorized capital from Rs. 21 Crores to
Rs. 70 Crores during the FY 2010-11, However, due to financial
constraints and technical problems the company could not file Form 5
with ROC for increase in its authorized capital. With the advent of the
Companies Act, 2013 which came into effect from 01st April, 2014, the
schedule of fees applicable w.r.t. increase in Authorized Capital has
been revised and increased. The Schedule of fees as per the Companies
Act, 2013 has been made applicable and payable on the increased
authorized share capital which the Company had increased prior to the
applicability of Companies Act, 2013. However, your Company is trying
its level best to arrange the funds for filing relevant Form with ROC
and shall file the aforesaid Form with ROC soon.
29. Corporate Governance
Your Company comply with the Securities and Exchange Board of India's
guidelines on Corporate Governance in accordance with Clause 49 of the
Listing Agreement with the Stock Exchanges. A separate report on
Corporate Governance alongwith Auditors' Certificate on the compliance
is attached with the Report.
30. Directors' Responsibility Statement
Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of
the Companies Act, 2013, the Board to the best of its knowledge and
belief confirm that:
(a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards read with
requirements set out under schedule III to the Act, have been followed
and no material departures have been made from the same;
(b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for that period;
(c) the directors had taken proper and sufficient care 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) the directors have prepared the annual accounts 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 are
adequate and operating efficiently; and
(f) 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.
31. Particulars Of Employees
There are no employees employed throughout the financial year who were
in receipt of remuneration of Rs. 60 Lacs or more or employed for part
of the year who were in receipt of remuneration of Rs. 5 lacs or more a
month under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Remuneration) Rules, 2014.
Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith
as Annexure - 4.
32. Internal Auditors & Their Report
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and Rules made there under, the Company had appointed M/s Sanghi & Co.
as Internal Auditor for the financial year 2014-15.
Internal Financial Control And Their Adequacy
The Board has adopted policies and procedure for ensuring the orderly
and efficient conduct of its business, including adherence to the
company's policies, the safeguarding of its asset, the prevention and
detection of fraud and error, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial
disclosure.
The Company has an adequate internal controls system commensurate with
its size and the nature of its business. All the transactions entered
into by the Company are duly authorized and recorded correctly. All
operating parameters are monitored and controlled. The top management
and the Audit Committee of the Board of Directors review the adequacy
and effectiveness of internal control systems from time to time.
33. Disclosures under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with Rules there
under.
Pursuant to the provisions of Section 22 of Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with
Rules there under, the Company has not received any complaint of sexual
harassment during the year under review.
34. Human Resources
Your Company treats its "human resources" as one of its most important
assets. We focus on all aspects of the employee lifecycle. This
provides holistic experience for the employees as well. During their
tenure at the Company, employees are motivated through various skill
development programs. We create effective dialogue through our
communication channels to ensure effective dialogue through our
communication channels to ensure that feedback reach the relevant team,
including leadership.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
35. Segment-wise performance
The Company is into single reportable segment only.
36. Acknowledgments
Your Directors are grateful to the Government of India, the Reserve
Bank of India, the Securities and Exchange Board of India, the Stock
Exchanges and other regulatory authorities for their valuable guidance
and support and wish to express their sincere appreciation for their
continues co-operation and assistance. We look forward for their
continued support in future.
Your directors would like to express their sincere appreciation for the
assistance and cooperation received from banks, customers, vendors,
Government, members and employees during the year under review.
Finally, the Directors thank you for your continued trust and support.
For and on behalf of the Board
Sd/-
Man Mohan Gupta
Chairman cum Managing Director
Place : New Delhi
Date : 03.09.2015
Mar 31, 2014
Dear Members,
I am privileged to present, on behalf of the Board of Directors, 19th
Annual Report on the business and operations of your Company for the
Financial Year ended on 31st March, 2014 together with Audited
Statement of Accounts, Auditor''s Report for the period ended on 31 st
March 2014.
FINANCIAL RESULTS
The financial results of the Company for the period under review are
summarized below. The previous figures in the financial statements have
been regrouped, wherever necessary:
(Rs. In Lacs)
Particulars Current Year Previous Year
2013-14 2012-13
Income from Operations 1682.22 1597.39
Other Income 14.37 15.47
Total Income 1696.59 1612.86
Total Expenditure 1488.67 1430.90
Profit before Depreciation, 207.92 181.96
Interest & Tax (PBDIT)
Interest 9.53 6.51
Depreciation 127.24 110.84
Profit before tax 71.15 64.61
Provision for taxation 19.41 12.31
Deferred Tax 5.16 10.00
Profit after tax (PAT) 42.30 42.30
Profit brought forward from previous year 330.23 287.93
Balance carried to Balance Sheet 376.80 330.22
Paid-up equity share capital 4783.77 4783.77
Reserves & Surplus 7856.22 7809.64
OPERATIONS
During the year, company was engaged in expansion of business
activities and also undertook some new projects for expansion of its
business activities worldwide and implementation of the same is going
on.
Your Company has focused on Cinema advertising on screen & off screen
plus increasing number of screens in coming future.
Your Company is planning to start eCommerce business again with new
thoughts and system and the Board is much more confident that this time
your Company will get larger spectrum of product and services and will
establish itself in India market among top players.
Your directors wish to inform you that during the year under review,
your Company performed well as compared to the previous year''s
performance. During the year under review, your company''s total income
was Rs. 1696.59 Lacs as compared to Rs. 1612.86 Lacs in the previous
financial year. The operating profit for the year ended March 31, 2014
is Rs. 71.15 Lacs as compared to Rs. 64.61 Lacs in the preceding
financial year. The profit after tax in 2013-14 is Rs.46.58 Lacs and
was Rs.42.30 Lacs in 2012-13.
SHARE CAPITAL
During the financial year 2013-14, there has been no change in the
Authorised and Paid-up Share Capital of the Company. The paid up share
capital of the company is Rs. 47,83,77,000/-
DIRECTORS
Pursuant to the provisions of Companies Act, 2013 and Articles of
Association of the Company, the following changes took place in the
office of Directors of the Company:
Mr. Peeyush Kumar Aggarwal and Mr. Shiv Nandan Sharma, Directors of the
Company resigned from the Board with effect from 14th November, 2013
and 29th November, 2013 respectively.
Your Directors place on record their sincere appreciation for the
valuable contribution made by Mr. Peeyush Kumar Aggarwal and Mr. Shiv
Nandan Sharma towards the upliftment of the business of the Company.
Mr. Ajay Sharma, was appointed as an Additional Director in the
category of Non-Executive, Independent Director of the Company with
effect from 14th November, 2013. As per Section 161(1) of the Companies
Act, 2013, Mr. Ajay Sharma will hold office of Director upto the date
of the ensuing AGM. Appropriate resolution seeking your approval for
the appointment of Mr. Ajay Sharma as an Independent Director of the
Company whose office shall not be liable to retire by rotation for five
consecutive years forms part of the notice calling AGM.
The Board of Directors of the Company in its Board Meeting held on 2nd
September, 2014 had approved the re-appointment of Mr. Man Mohan Gupta
as a Managing Director of the Company for a further period of three
years w.e.f 1st September, 2014, whose term of office is liable to
determination by retire of Directors by rotation. Appropriate
resolution seeking your approval for the above re-appointment of Mr.
Man Mohan Gupta as a Managing Director of the Company, liable to retire
by rotation, forms part of the notice calling the AGM.
In accordance with the provisions of Section 149 of the Companies Act,
2013 and the Rules made thereunder, which came into effect from April
1, 2014, approval of the Members will be sought at the ensuing Annual
General Meeting of the Company for formalizing the appointment of
Mr.Kamal Kishore Sharma as an Independent Director of the Company whose
office shall not be liable to retire by rotation for a period of five
consecutive years from the date of this Annual General Meeting.
Your Company has received declarations from all the Independent
Directors of the Company confirming that they met with the criteria of
independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Brief resumes of the Directors seeking appointment at the AGM, as
required under Clause 49 of the Listing Agreement and Companies Act,
2013, is furnished in the explanatory statement to the notice of the
ensuing Annual General Meeting forms part of this Annual Report.
DIRECTORS'' IDENTIFICATION NUMBER (DIN)
The following are the Director Identification Number (DIN) of your
Directors:
Name of Director Director Indentification Number
Mr. Man Mohan Gupta 00161861
Mr. Kamal Kishore Sharma 02039980
Mr. Ajay Sharma 03344008
PUBLIC DEPOSIT
During the year, your Company has not accepted any Deposits under
Section 58A and Section 58AA of the Companies Act, 1956, read with
Companies (Acceptance of Deposits) Rules, 1975.
AUDITORS
M/s. RMA 8s Associates, Chartered Accountants, New Delhi, the Statutory
Auditors of the Company (Firm Registration No. 000978N), retires as the
Statutory Auditors of the company at the conclusion of the forthcoming
Annual General Meeting and being eligible, have offered themselves for
re-appointment. They have confirmed that their appointment, if made,
shall be in accordance with the provisions of Section 139(1) of the Act
read with Companies (Audit and Auditors) Rules, 2014 and that they are
not disqualified for their reappointment as Statutory Auditors of the
Company. They have also confirmed that they hold a valid peer review
certificate as prescribed under Clause 41 (1) (h) of the Listing
Agreement.
The Board of Directors have recommended the reappointment of M/s. RMA &
Associates, Chartered Accountants as the Statutory Auditors of the
Company for a term of five years i.e. until the conclusion of the 24th
Annual General Meeting of the Company.
DIVIDEND
The Board is of the view that the Company should take advantage of the
tremendous growth potential. Accordingly, the directors do not
recommend any dividend for the year ended March 31,2014.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF
COMPANIES ACT. 1956
Pursuant to Section 217(2AA) of the Companies (Amendment Act), 2000,
the Directors of your Company would like to inform the members that the
Audited accounts for the Financial Year ended 31st March 2014 are in
full conformity with the requirement of the Companies Act 1956. The
Directors further confirm that:
i) in the preparation of the Annual Accounts for the Financial Year
2013-14, applicable accounting standards have been followed and proper
explanation relating to material departures, if any, has been given.
ii) the accounting policies are consistently applied and reasonable,
prudent judgment and estimates are made so as to give a true and fair
view of the state of affairs of the Company at the end of the Financial
Year.
iii) 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) the Directors have prepared the Annual Accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
The Directors hereby wish to place their appreciation for the efficient
and loyal services rendered by the staff of the Company. The Company
has not paid any remuneration attracting the provisions, of the
Companies (Particulars of Employees) Rules, 1975 read with section
217(2A) of the Companies Act, 1956. Hence, no information is required
to be appended to this regard.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION. ADATATION AND
INNOVATION
Information required to be provided under section 217(l)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 in relation to
Conservation of Energy and Technology Absorption are currently not
applicable to the Company and therefore particulars in connection
therewith are as under:
Year ended Year ended
31.03.2014 31.03.2013
Foreign exchange earnings NIL NIL
Foreign exchange Outgo 6,57,454.00 5,74,389.00
CORPORATE GOVERNANCE
The Company is proactive in following the principles & practices of
good corporate governance. The Company has taken adequate steps to
ensure that the conditions of corporate governance as stipulated in
Clause 49 of the Listing Agreements of the Stock Exchanges are complied
with.
A separate report on Corporate Governance together with Auditors''
Certificate on compliance is attached to this Annual Report as also a
Management Discussion and Analysis Statement.
ACKNOWLEDGEMENTS & APPRECIATION
The Board places on record its appreciation for the continued
co-operation and support extended to the Company by Banks, Stock
Exchanges, NSDL and CDSL. The Board wishes to express its grateful
appreciation for the assistance and co-operation received from
customers, banks, auditors, legal advisors, consultants, and other
business associates.
The Board deeply acknowledges the trust and confidence placed by the
consumers of the Company and, above all, the shareholders. The Board of
Directors would particularly like to place on record its appreciation
for the dedicated efforts of the employees at ail levels.
On Behalf of the Board of Directors
Sd/- Sd/-
Place : New Delhi Man Mohan Gupta Kamal Kishore Sharma
Date : 02.09.2014 Chairman & Managing Director
Director
Mar 31, 2013
To, The Members,
The am privileged to present, on behalf of the Board of Directors, 18th
Annual Report on the business and operations of your Company for the
Financial Year ended on 31st March, 2013 together with Audited
Statement of Accounts, Auditor''s Report for the period ended on 31 st
March 2013.
FINANCIAL RESULTS
The financial results of the Company for the period under review are
summarized below. The previous figures in the financial statements have
been regrouped, wherever necessary:
(Rs. In Lacs)
Particulars Current
Year Previous
year
2012-13 2011-12
Income from Operations 1597.39 1152.14
Other Income 15.47 17.39
Total Income 1612.86 1169.53
Total Expenditure 1430.90 1032.87
Profit before Depreciation,
Interest & Tax (PBDIT) 181.96 136.66
Interest 6.51 3.73
Depreciation 110.84 93.73
Profit before tax 64.61 39.20
Provision for taxation 12.31 7.47
Deferred Tax 10.00 13.49
Profit after tax (PAT) 42.30 18.24
Profit brought forward from previous year 287.93 269.69
Balance carried to Balance Sheet 330.23 287.93
Paid-up equity share capital 4783.77 783.77
Reserves & Surplus 7809.64 1477.45
OPERATIONS
During the year, company was engaged in expansion of business
activities and also undertook some new projects for expansion of its
business activities worldwide and implementation of the same is going
on. Your Company has also moved on to Digital Advertisement Segment.
Digital advertising refers to marketing media that is digitally
displayed.
Further, your Company is in the process to approach 10000 Housing
societies in all metros to setup Interworld''s Club House Cinema to
enjoy First Day First Show. The concept is highly praised by senior
citizens who cannot go to theaters due to certain reasons. They can
enjoy not only movies but other alternative content like sports, health
shows, live webinars, interviews, celebrity chats and onscreen
shopping. Interworld''s Club- House Cinema model will also establish a
new dimension in entertainment for Boardrooms, Home Cinemas, Farm House
Cinemas, Lesiure Rooms at Railway Stations, Airports, Bus Stops, Malls
having no multiplexes and Ships carrying passengers and any suitable
place where people like to enjoy First Day First Show.
7Interworld for the first time in India presented the 40 seated
miniplex model in 2005. Now due to technological advancement and
reduction in cost of equipments, Interworld''s Club House Cinema Model
is very attractive and in reach of most decision takers.
Your directors wish to inform you that during the year under review,
your Company performed well as compared to the previous year''s
performance. During the year under review, your company''s total income
was 1612.86 Lacs in as compared to Rs 1169.53 Lacs in the previous
financial year. The operating profit for the year ended March 31, 2013
is Rs. 64.61 Lacs as compared to Rs. 39.20 Lacs in the preceding
financial year. The profit after tax in 2012-13 is Rs.42.30 Lacs and
was Rs. 18.24 Lacs in 2011-12.
SHARE CAPITAL
During the financial year 2012-13, there has been no change in the
Authorised Share capital of the Company.
However, Board of Directors at its Meeting held on May 08, 2012 has
approved the allotment of 40 Crores equity shares to promoters and non
promoters group. This allotment was made pursuant to conversion of
Fully Convertible Warrants into Equity Shares. Hence, as on 31.03.2013,
the paid up share capital of the company is Rs. 47,83,77,000.
DIRECTORS
Mr. Peeyush Kumar Aggarwal, Director of the Company retires by rotation
at the ensuing Annual General Meeting of your Company and, being
eligible, has offered himself for re-appointment.
Mr. Peeyush Kumar Aggarwal is a Fellow Member of the Institute of
Chartered Accountants of India with his professional career spanning
over 26 years and with over 15 years experience as a practicing CA
covering the key areas of Corporate Laws, Finance 8s Taxation, Project
Management, Imports & Exports, IT Consultancy, etc.
A first generation Entrepreneur having a clear business vision and
practicing a hands- off approach, he has mastered the art of Mergers &
Acquisitions. His business interests today are in the areas of
Information Technology, Finance, Legal, Strategic Planning, Project
Planning & execution, Import 8s Export, Share Registry, Stock Broking,
Construction & Hospitality.
He is a very enthusiastic entrepreneur with diverse business interest.
Mr. Peeyush Kumar Aggarwal is the Founder and Chairman of Omkam Group.
Before starting the Group, he practiced as a Chartered Accountant for
about 15 years. He is an emerging Venture Capitalist who has helped
several young entrepreneurs in establishing and growing their dream
businesses
Your Board recommends his re-appointment.
PUBLIC DEPOSIT
During the year, your Company has not accepted any Deposits under
Section 58A and Section 58AA of the Companies Act, 1956 , read with
Companies (Acceptance of Deposits) Rules, 1975.
AUDITORS
Statutory Auditors M/s. RMA 8s Associates, Chartered Accountants, New
Delhi retire at the ensuing Annual General Meeting and, being eligible,
offer themselves for re-appointment.
DIVIDEND
The Board is of the view that the Company should take advantage of the
tremendous growth potential. Accordingly, the directors do not
recommend any dividend for the year ended March 31,2013.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF
COMPANIES ACT. 1956
Pursuant to Section 217(2AA) of the Companies (Amendment Act), 2000,
the Directors of your Company would like to inform the members that the
Audited accounts for the Financial Year ended 31st March 2013 are in
full conformity with the requirement of the Companies Act 1956. The
Directors further confirm that:
i) in the preparation of the Annual Accounts, applicable accounting
standards have been followed and proper explanation relating to
material departures, if any, has been given.
ii) the accounting policies are consistently applied and reasonable,
prudent judgment and estimates are made so as to give a true and fair
view of the state of affairs of the Company at the end of the Financial
Year.
iii) 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) the Directors have prepared the Annual Accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
The Directors hereby wish to place their appreciation for the efficient
and loyal services rendered by the staff of the Company. The Company
has not paid any remuneration attracting the provisions, of the
Companies (Particulars of Employees) Rules, 1975 read with section
217(2A) of the Companies Act, 1956. Hence, no information is required
to be appended to this regard.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION. ADATATION AND
INNOVATION
Information required to be provided under section 217(l)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 in relation to
Conservation of Energy and Technology Absorption are currently not
applicable to the Company and therefore particulars in connection
therewith are as under:
- Conservation of Energy-Nil
- Technology Absorption-Nil
FOREIGN EXCHANGE EARNINGS 8b OUTGO
Particulars of foreign exchange earnings and outgo are as follows:
(Amount in Rs.)
Year ended
31.03.2013 Year ended
31.03.2012
Foreign exchange earnings NIL NIL
Foreign exchange Outgo 5,74,389.00 6,08,378.00
CORPORATE GOVERNANCE
The Company is proactive in following the principles & practices of
good corporate governance. The Company has taken adequate steps to
ensure that the conditions of corporate governance as stipulated in
Clause 49 of the Listing Agreements of the Stock Exchanges are complied
with.
A separate report on Corporate Governance together with Auditors''
Certificate on compliance is attached to this Annual Report as also a
Management Discussion and Analysis Statement.
ACKNOWLEDGEMENTS & APPRECIATION
The Board places on record its appreciation for the continued
co-operation and support extended to the Company by Banks, Stock
Exchanges, NSDL and CDSL. The Board wishes to express its grateful
appreciation for the assistance and co-operation received from
customers, banks, auditors, legal advisors, consultants, and other
business associates.
The Board deeply acknowledges the trust and confidence placed by the
consumers of the Company and, above all, the shareholders. The Board of
Directors would particularly like to place on record its appreciation
for the dedicated efforts of the employees at all levels.
On Behalf of the Board of Directors
Sd/-
Place : New Delhi Man Mohan Gupta
Date : 02.09.2013 Chairman & Managing Director
Mar 31, 2011
The Directors are delighted to present 16th Annual Report and Audited
Statement of Accounts of the Company for the period ended on 31st March
2011.
FINANCIAL RESULTS
The financial results of the Company for the period under review are
summarized below. The previous figures in the financial statements have
been regrouped, wherever necessary.
Rs. (in Lacs)
Particulars Current Year Previous Year
Income from Operations 1142.72 960.69
Other Income 9.27 2.99
Total Income 1151.99 963.69
Total Expenditure 1036.08 869.28
Profit before Depreciation,
Interest & Tax (PBDIT) 115.91 94.41
Interest - -
Depreciation 77.28 66.88
Profit before tax 38.63 27.53
Provision for Income Tax 7.16 6.59
Deferred Tax 11.01 4.80
Profit after tax (PAT) 20.45 16.15
Profit brought forward from
previous year 249.23 233.08
Balance carried to Balance Sheet 269.69 249.23
Paid-up equity share capital 738.00 689.50
Reserves & Surplus 1429.00 1368.99
OPERATIONS
During the year, your company was engaged in expansion of business
activities and has adopted in processes to derive the synergies and
optimize the use of available resources. Your directors wish to inform
you that during the year company performed better as compared to
performance with preceding year.
During the year under review, your company's total income is Rs.
1151.99 Lacs as compared to Rs. 963.69 Lacs in the previous financial
year. The operating profit for the year ended March 31, 2011 was Rs.
38.63 Lacs as compared to Rs. 27.53 lacs in the preceding financial
year. The profit after tax is Rs. 20.45 Lacs and was Rs. 16.15 lacs in
the previous financial year.
KEY INITIATIVES
Your Company took several new initiatives towards media and technology.
We are pleased to inform you that your company successfully upgraded 6
theaters in Mumbai film circuit with 3D technology. All these 6
theaters are currently showing India's first next generation
stereoscopic 3D film "Haunted" directed by Vikram Bhatt. Our company
received overwhelming response from the exhibitors as they find the 3D
quality offered by us is much superior to available with other players
in the market for single screen theatres. Company received a good
number of inquires to convert their existing system with our 3D Digital
Cinema System.
SHARE CAPITAL
During the financial year 2010-2011, there has been an increase in the
Authorized Share Capital of the Company. The company's authorized share
capital is enhanced from Rs. 21,00,00,000 (Rupees Twenty One Crore)
divided into 21,00,00,000 Equity shares of Re 1/- each to Rs.
70,00,00,000 (Rupees Seventy Crore) divided into 70,00,00,000 Equity
shares of Re 1/- each in the year under review.
Moreover, Board of Directors at its Meeting held on July 28, 2010 have
approved the additions in paid up capital of 34,00,000 Equity shares &
in January 28, 2011 have approved issue of 14,50,201 Equity Shares to
promoters as well as to non-promoters group. These allotments were made
pursuant to conversion of Fully Convertible Warrants into equity
shares. Hence, as on 31.03.2011, the paid up share capital of the
company is Rs. 7,38,00,000.
RAISING OF FUNDS
During the year under review, your company with a view to raise more
funds has exercised the option, for issuance of Convertible Equity
Warrants on preferential basis to the prospective investors belonging
to both promoters and non promoters groups. This option was exercised
at the Extra Ordinary General Meeting held on September 7, 2010 whereby
Board with your permission has approved issuance of 40,00,00,000
convertible equity warrants to promoters and non promoters group. Your
Company had duly made all the disclosures, as are applicable, relating
to aforesaid issuance of warrants/shares to various Regulatory
Authorities.
DIRECTORS
Mr. Peeyush Kumar Aggarwal, Director of the company, retires by
rotation at the ensuing Annual General Meeting of your Company and,
being eligible, has offered himself for re- appointment.
Your Board has recommended his re-appointment in the best interest of
the company.
PUBLIC DEPOSIT
During the year, your Company has not accepted any Deposits under
Section 58A and Section 58AA of the Act, read with Companies
(Acceptance of Deposits) Rules, 1975.
AUDITORS
M/s. RMA & Associates, Chartered Accountants, New Delhi, the statutory
auditors of the company retire at the conclusion of the forthcoming
Annual General Meeting and, being eligible, offer themselves for
re-appointment. The members are requested to appoint them as auditors
till the conclusion of next Annual General Meeting.
The Board recommends M/s RMA & Associates., Chartered Accountants, to
be reappointed as the Statutory Auditors. A certificate under section
224(1B) of the Companies Act, 1956 regarding their eligibility for the
proposed appointment has been obtained from them.
DIVIDEND
The Board is of the view that the Company should take advantage of the
tremendous growth potential. Accordingly, the directors do not
recommend any dividend for the year ended March 31, 2011.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF
COMPANIES ACT, 1956
Pursuant to Section 217(2AA) of the Companies (Amendment Act), 2000,
the Directors of your Company would like to inform the members that the
Audited accounts for the Financial Year ended 31st March, 2011 are in
full conformity with the requirement of the Companies Act 1956. The
Directors further confirm that:
i) in the preparation of the Annual Accounts, applicable accounting
standards have been followed and proper explanation relating to
material departures, if any, has been given.
ii) the accounting policies are consistently applied and reasonable,
prudent judgment and estimates are made so as to give a true and fair
view of the state of affairs of the Company at the end of the Financial
Year.
iii) 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) the Directors have prepared the Annual Accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
The Directors hereby wish to place their appreciation for the efficient
and loyal services rendered by the staff of the Company. The Company
has not paid any remuneration attracting the provisions, of the
Companies (Particulars of Employees) Rules, 1975 read with section
217(2A) of the Company Act, 1956. Hence, no information is required to
be appended to this regard.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, ADATATION AND
INNOVATION
Information required to be provided under section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules,1988 in relation to
Conservation of Energy and Technology Absorption are currently not
applicable to the Company and therefore particulars in connection
therewith are as under:
- Conservation of Energy- Nil
- Technology Absorption- Nil.
FOREIGN EXCHANGE EARNINGS & OUTGO
There is no Foreign Exchange earnings and outflow during the year.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has at a unified and centralized level, put in place
Corporate Social Responsibility policy. The CSR Policy is based on a
belief that a Business cannot succeed in a society that fails and
therefore it is imperative for business houses, to invest in the future
by taking part in society building activities. Your company implements
these social responsibility.
CORPORATE GOVERNANCE
The Company is proactive in following the principles & practices of
good corporate governance. The Company has taken adequate steps to
ensure that the conditions of corporate governance as stipulated in
Clause 49 of the Listing Agreements of the Stock Exchanges are complied
with.
A separate report on Corporate Governance together with Auditors'
Certificate on compliance is attached to this Annual Report as also a
Management Discussion and Analysis statement.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their sincere
appreciation for the co- operation and assistance the Company has
received from Banks and various Government Departments. The Board also
places on record its appreciation of the devoted services of the
employees; support and co-operation extended by the valued business
associates and the continuous patronage of the customers of the
Company.
On Behalf of the Board of Directors
Sd/-
Place : New Delhi (Man Mohan Gupta)
Date : 02.09.2011 Chairman & Managing Director
Mar 31, 2010
The Directors take pleasure in presenting the 15th Annual Report and
Audited Statement of Accounts of the Company for the year ended on 31st
March 2010.
FINANCIAL RESULTS
The financial results of the Company for the period under review are
summarized below.
The previous figures in the financial statements have been regrouped,
wherever necessary.
Particulars Current Year Previous Year
Income from Operations 960.69 840.14
Other Income 2.75 0.92
Total Income 963.44 841.06
Total Expenditure 869.03 751.63
Profit before Depreciation, Interest & Tax
(PBDIT) 94.41 89.42
Interest - -
Depreciation 66.88 63.94
Profit before tax 27.53 25.48
Provision for taxation 6,59 3.27
Deferred Tax 4.80 (24.42)
Profit after tax (PAT) 16.15 46.63
Profit brought forward from previous year 233.08 186.45
Balance carried to Balance Sheet 249.23 233.08
Paid-up equity share capital 689.50 704.00
Reserves & Surplus 1368.99 1133.96
OPERATIONS
During the year, company was engaged in expansion of business activity
and indulges in processes to derive the synergies and optimize the use
of available resources. Your directors wish to inform you that during
the year company well performed as compare previous year performance.
During the year under review, your companys total income was Rs.
963.44 Lacs in 31.03.2010 as compared to Rs 841.06 Lacs in the previous
financial year. The operating profit for the year ended March 31, 2010
was Rs. 27.53 Lacs as compared to Rs. 25.48 Lacs in the preceding
financial year. The profit after tax is Rs. 16.14 Lacs and was Rs.
46.63 Lacs in the previous financial year.
SHARE CAPITAL
During the financial year 2009-2010, there has been increase in the
Authorized Share Capital of the Company. The Companys authorized share
capital was increased from Rs. 11,00,00,000 (Rupees Eleven Crore)
dived into 11,00,00,000 Equity shares of Re. 1/- each to Rs.
21,00,00,000 (Twenty One Crore) dived into 21,00,00,000 Equity shares
of Re. 1/- each under review.
As per directions of Bombay Stock Exchange (BSE), the Company had duly
obtained the approval of its shareholders at its annual general meeting
held on 30/09/2008 to reduce its paid up share capital by Rs.
2,00,00,000 which could not be listed by the BSE despite of several
efforts made by the company to get the same listed. The Company further
filed a petition to Honble High Court of Delhi and the Honble High
Court vide its order dated October 27, 2009 approved the aforesaid
reduction of capital of the Company by Rs. 2,00,00,000 . The aforesaid
reduction of capital was also approved by ROC, NCT of Delhi & Haryana
on December 15, 2009 and consequently, the paid up share capital of the
company was reduced from Rs. 7,04,00,000 to Rs. 5,04,00,000.
Further, the Company at extraordinary general meetings of its
shareholders held on July 4, 2009 & October 16 , 2009 had issued
2,00,00,000 & 2,96,38,600 Convertible Equity Warrants respectively on
preferential basis to the prospective investors belonging to promoters
and non promoters group.
Thereafter, pursuant to conversion of aforesaid fully convertible
warrants into equity shares, the Board of Directors at its Meetings
held on December 15, 2009 and March 29, 2010 has approved the
conversion of 1,37,67,030 and 47,82,769 warrants respectively into the
similar number of equity shares thereby increasing the total paid up
capital to Rs. 6,89,49,799. Hence, the paid up share capital of the
company as on March 31, 2010 is Rs. 6,89,49,799.
DIRECTORS
Mr. Sanjay Kumar Gupta, Director, retires by rotation at the ensuing
Annual General Meeting of your Company and, being eligible, offered
himself for re-appointment.
Your Board has recommended his re-appointment.
PUBLIC DEPOSIT
During the year, your Company has not accepted any Deposits under
Section 58A and Section 58AA of the Act, read with Companies
(Acceptance of Deposits) Rules, 1975.
AUDITORS
Statutory Auditors M/s. RMA & Associates, Chartered Accountants, New
Delhi retires at the ensuing Annual General Meeting and, being
eligible, offer themselves for re-appointment. The company has
obtained a certificate from them u/s 224(1B) of the Companies Act, 1956
confirming that their reappointment, if made, will be within the limits
provided under the aforesaid Section.
DIVIDEND
The Board is of the view that the Company should take advantage of the
tremendous growth potential. Accordingly, the directors do not
recommend any dividend for the year ended March 31, 2010.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217f2AAl OF
COMPANIES ACT. 1956
Pursuant to Section 217(2AA) of the Companies (Amendment Act), 2000,
the Directors of your Company would like to inform the members that the
Audited accounts for the Financial Year ended 31st March, 2010 are in
full conformity with the requirement of the Companies Act 1956. The
Directors further confirm that:
i) in the preparation of the Annual Accounts, applicable accounting
standards have been followed and proper explanation relating to
material departures, if any, has been given.
ii) the accounting policies are consistently applied and reasonable,
prudent judgment and estimates are made so as to give a true and fair
view of the state of affairs of the Company at the end of the Financial
Year.
iii) 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) the Directors have prepared the Annual Accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
The Directors hereby wish to place their appreciation for the efficient
and loyal services rendered by the staff of the Company. The Company
has not paid any remuneration attracting the provisions, of the
Companies (Particulars of Employees) Rules, 1975 read with section
217(2A) of the Company Act, 1956. Hence, no information is required to
be appended to this regard.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION. ADATATION AND
INNOVATION
Since the Company does not own any manufacturing facility, the
provision of Section 217(l)(e) of the Companies Act, 1956, read with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988, are not applicable.
FOREIGN EXCHANGE EARNINGS & OUTGO
There is no Foreign Exchange earnings and outflow during the year.
CORPORATE GOVERNANCE
The Company is proactive following the principles & practices of good
corporate governance. The Company has taken adequate steps to ensure
that the conditions of corporate governance as stipulated in Clause 49
of the Listing Agreements of the Stock Exchanges are complied with.
A separate report on Corporate Governance together with Auditors
Certificate on its compliance is attached to this Annual Report.
ACKNOWLEDGEMENT
Your Board of Directors wishes their sincere thanks to Shareholders,
Customers, Dealers, Bankers, Agencies and Business Associates who have
extended their continued support.
On Behalf of the Board of Directors
For INTERWORLD DIGITAL LIMITED
Sd/-
Place : New Delhi Man Mohan Gupta
Date : 02.09.2010 Chairman & Managing Director
Mar 31, 2009
The Directors have pleasure in presenting the 14th Annual Report of
Interworld Digital Limited together with the Audited Accounts of the
Company, for the financial year ended 31st March, 2009.
FINANCIAL RESULTS
The financial results of the company for the year under review are as
follows:
Rs.( In Lacs)
Particulars Current Year Previous Year
Income from Operations 840.14 3105.80
Other Income 0.92 0.22
Total Income 841.06 3106.02
Total Expenditure 751.63 2978.49
Profit before Depreciation,
Interest & Tax (PBDIT) 89.42 127.54
Interest - -
Depreciation 63.94 64.58
Profit before tax 25.48 62.96
Provision for taxation 3.27 7.05
Deferred Tax (24.42) 9.79
Profit after tax (PAT) 46.63 46.12
Profit brought forward from
previous year 186.45 140.33
Balance carried to Balance Sheet 233.08 186.45
Paid-up equity share capital 704.00 704.00
Reserves & Surplus 113.40 1087.33
REVIEW OF OPERATIONS
During the year under review, your companys total income was Rs.841.06
Lacs as compared to Rs 3106.02 Lacs in the previous financial year. The
operating profit for the year ended March 31,2009 was Rs. 89.42 Lac as
compared to Rs. 127.54 Lac in the preceding financial year. The profit
after tax is Rs.46.63 Lac and was Rs. 46.12 Lac in the previous
financial year.
DIVIDEND
Due to major expansion & diversification plans down the line, the Board
has decided to retain the profits generated during the year. Therefore,
the Board has decided not to declare any dividend for the year ended
31st March, 2009.
DIRECTORS
At the ensuing Annual General Meeting Mr. S. N. Sharma, Director of the
Company retires by rotation and being eligible offers himself for
reappointment. Mr. S.N. Sharma, aged 52 years, is a Science Graduate
and a fellow member of Institute of Chartered Accountants of India with
his professional career spanning over 25 years, covering the key areas
of finance, legal, strategic planning, project planning & execution.
His multi-faceted professional acumen has been recognized at a Global
level, through his nomination in the 30th Edition of "Marquis Whos Who
in Finance & industry," a USA based publication.
During his illustrious career he has held key positions with large
corporate houses like Oswal Group, Bhilwara Group, Polar Group, Jumbo
Global Ltd. and the DCM group. His specialization is in turn around and
restructuring, with his last assignment being associated with the
Madhya Pradesh Government as a nominee of MP Govt, Indian Financial
Institutions and the State Bank Group.
He is the Managing Director of Global IT Options Ltd. and a Director of
DCM International Ltd. and Hi-End Training (P) Ltd.
Your Directors recommend his reappointment in the overall interest of
the Company.
AUDITORSREPORT
The observations made by the Auditors are self-explanatory & do not
require further clarifications.
AUDITORS
M/s. RMA& Associates, Chartered Accountants, New Delhi, retiring as the
Statutory Auditors, at the conclusion of the forthcoming Annual General
Meeting of the Company and being eligible, offer themselves for
reappointment which, if made, will be in accordance with Section 224
(1B) of the Companies Act, 1956. Your Directors recommend their
appointment.
PARTICULARS OF EMPLOYEES
There are no employees who are in receipt of remuneration aggregating
the sum prescribed under Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 as
amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
Since the Company is not carrying any manufacturing activities, the
details relating to the conservation of energy and technology
absorption is not quite relevant to the Company.
There was no foreign exchange earning and outgo during the year under
review.
PUBLIC DEPOSITS
Your Company has no fixed deposits. Further it has neither accepted nor
renewed any Fixed Deposits from the public within the meaning of
Section 58 Aof the Companies Act, 1956 during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement for the
financial year ended 2008-2009, it is hereby confirmed:
D That in the preparation of annual accounts for the financial year
ended March 31, 2009, 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 were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under consideration.
D 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, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
? That the Directors have prepared the annual accounts of the Company
for the financial year ended March 31,2009 on a going concern basis.
CORPORATE GOVERNANCE
The report on Corporate Governance along with Auditors Certificate on
its compliance is annexed and forms part of the Annual Report.
ACKNOWLEDGEMENT
Your Directors wish to record their appreciation of the sincere efforts
put in by the employee towards the sustained growth, success and
development of the company.
Your Directors are thankful for the support extended by the Customers,
Vendors, Bankers, Government and Statutory Authorities, and last, but
not the least to our Shareholders for their continuous support and
encouragement.
By the order of the Board
For Interworld Digital Limited
Sd/-
Place: New Delhi Man Mohan Gupta
Dated: 2nd September, 2009 Chairman & Managing Director
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