For the Financial Year Ended on 31st March 2015
Your Directors have great pleasure in presenting the 23rd Annual Report together withthe Audited Balance Sheet as at 31st March 2015 and Profit & Loss Account for theyear ended on that date.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results
The Company's performance during the year ended 31st March 2015 as compared to theprevious financial year is summarized below:
| || ||(Amount in Rs.) |
|Particular ||For the financial year ended 31st March 2015 ||For the financial year ended 31st March 2014 |
|Income ||7608760 ||5053767 |
|Less: Expenses ||6856753 ||4280069 |
|Profit/ (Loss) before tax ||752007 ||773698 |
|Less: Provision for tax/Deferred Tax ||(161215) ||(121778) |
|Income Tax & Tax of years w/off ||380000 ||(241498) |
|Exception Income ||0 ||0 |
|Exception expenditure ||0 ||0 |
|Profit after Tax ||533222 ||1136974 |
|No. of Equity Shares ||11010950 ||11010950 |
|EPS ||0.05 ||0.10 |
There was no change in nature of the business of the Company during the year underreview.
Presently there is no subsidiary of the Company.
d. Consolidated Financial Statements:
Since there is no subsidiary of the Company at present hence no consolidated financialStatements have been prepared.
In order to conserve future resources your Directors have not recommended any dividendfor the financial year under review.
f. Revision of Financial Statement:
There was no revision of the financial statements for the year under review.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Act is not applicable.
h. Disclosures under Section 134(3) (L) Of the Companies Act 2013:
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.
i. Disclosure of Internal Financial Controls:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
j. Disclosure of Orders Passed By Regulators or Courts or Tribunal:
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
k. Particular of Contracts or Arrangement with Related Parties:
The details of transactions/contracts/arrangements entered by the Company with relatedparty (ies) as defined under the provisions of Section 2(76) of the Companies Act 2013during the financial year under review are furnished in Annexure II and forms part ofthis Report.
l. Particulars of Loans Guarantees Investments and Securities:
Full particulars of loans guarantees investments and securities provided during thefinancial year under review along with the purposes for which such loans guarantees andsecurities are proposed to be utilized by the recipients thereof has been furnished inAnnexure III which forms part of this report.
m. Disclosure Under Section 43(A) (Ii) Of The Companies Act 2013:
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
n. Disclosure Under Section 54(1) (D) Of The Companies Act 2013:
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1) (d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
0. Disclosure Under Section 62(1) (B) Of The Companies Act 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.
p. Disclosure under Section 67(3) Of the Companies Act 2013:
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Sureshkumar Babulal Bafna Din No. (01569163) Himanshu Jayantilal Shah Din No.(00572684) Deepak Meghraj Doshi Din No. (00677220) Tarang Agrawal Din No. (02613795) areDirectors of the Company.
b) DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations form all the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence vis--vis the Company.
3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:
a. BOARD MEETINGS:
The Board of Directors met Seven times during the financial year ended 31st March 2015in accordance with the provisions of the Companies Act 2013 and rules made there under.
The dates on which the Board of Directors met during the financial year under revieware 29th May 2014 14th August 2014 01st September 2014 14th November 2014 08thJanuary 2015 12th February 2015 20th February 2015.
b. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Com pany for the year ended 31st March 2015 the Board ofDirectors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and stimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at 31st March 2015 and of theprofit/loss of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;
c. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Com- pany in accordance with the requirements of Section 178 of the Act.
The composition of the committee is as under:
|1. Mr. Himanshu Jayantilal Shah ||- Chairman |
|2. Mrs. Tarang Agrawal ||- Member & Independent Director |
|3. Mr. Deepak Meghraj Doshi ||- Member & Independent Director |
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. Major criteriadefined in the policy framed for appointment of and payment of remuneration to theDirectors of the Company are as under:
d. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section. The Audit Committee comprises of:
|1. Mr. Deepak Meghraj Doshi ||- Chairman & Independent Director |
|2. Mr. Sureshkumar Babulal Bafna ||- Member & Director |
|3. Mrs. Tarang Agrawal ||- Member & Independent Director |
The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges.
During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.
e. VIGIL MECHANISM POLICY (WHISTLE BLOWER POLICY) FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.
f. RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/ strategic business plans and in periodic management reviews.
g. CODE OF CONDUCT:
Your Company has laid down a Code of Conduct ("Code") for all the BoardMembers and Senior Management Personnel of the Company. The Code is available on thewebsite of the Company i.e. www.clioinfotech.com. All Directors and Senior ManagementPersonnel of the Company have affirmed compliance with the Company's Code of Conduct forthe financial year ended March 31 2015.
h. CORPORATE SOCIAL RESPONSIBILITY POLICY:
As per the provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 the Corporate Social Responsibility (CSR) Committee isnot required to be formed for the Company.
i. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:
A statement indicating the manner for evaluation of performance of the Board and itscommittee individual Directors is attached with the Board Report as Annexure IX and formspart of this Report.
j. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
4. AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2015:
The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2015 read with the explanatory notes therein are self-explanatory andtherefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2015:
Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. VKM &Associates Company Secretaries had been appointed to issue Secretarial Audit Report forthe financial year 2014-15.
Secretarial Audit Report issued by VKM & Associates Company Secretaries in FormMR-3 for the financial year 2014-15 forms part to this report. The said report does notcontain any observation or qualification requiring explanation or comments from the Boardunder Section 134(3) of the Companies Act 2013.
c. INTERNAL AUDITORS & INTERNAL AUDIT REPORT:
M/s S. D. Motta & Associates Chartered Accountants performs the duties of internalAuditors of the company and their report are reviewed by the audit committee from time totime.
d. RATIFICATION OF APPOINTMENT OF AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Kriplani Milani & Co. Chartered Accountantsthe Statutory Auditors of the Company have been appointed for a term of five years.However their appointment as Statutory Auditors of the Company shall be required to beratified by the Members at the ensuing Annual General Meeting. The Company has received aconfirmation from the said Auditors that they are not disqualified to act as the Auditorsand are eligible to hold the office as Auditors of the Company.
Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of AGM for seeking approval of members.
5. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013.
Under the said Act every company is required to set up an Internal Complaints Committeeto look into complaints relating to sexual harassment at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of Harassment.
6. OTHER DISCLOSURES:
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
a. Extract Of Annual Return:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2015 made under the provisionsof Section 92(3) of the Act is attached as Annex-ure XI which forms part of this Report.
b. Conservation Of Energy Technology Absorption And Foreign Exchange Earnings AndOutgo:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thenature of activities undertaken by the company during the year under review. Foreignexchange earnings and outgo etc. are not made during the year.
c. Related Party Transaction:
The Company has entered into material significant transactions with its relatedparties. The details of transactions with the Company and related parties are given forinformation under notes to Accounts.
d. Particulars of Employees:
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 statement of particulars of employees is annexed as Annexure IV.
e. Corporate Governance Certificate:
The Compliance certificate from the auditors or practicing company secretariesregarding compliance of conditions of corporate governance as stipulated in Clause 49 ofListing agreement shall be annexed with the report.
f. Listing Fees:
The Company confirms that it has paid the annual listing fees for the year 2015-16 tothe Bombay Stock Exchange.
7. Acknowledgements and Appreciation:
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/ associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.
By Order of the Board
For Clio Infotech Limited
Sureshkumar Babulal Bafna