The Members of
ECOM INFOTECH (INDIA) LIMITED
The Directors have pleasure in submitting their Report and Accounts for the year endedon 31st March 2016
|FINANCIAL RESULTS ||2015-16 ||2014-15 |
| ||(Rupees) ||(Rupees) |
|Net Sales / Income from operations ||735000 ||1095000 |
|Other income ||0 ||0 |
|Total Expenses ||732403 ||1087636 |
|Interest ||0 ||0 |
|Profit / Loss after Interest but before depreciation & taxation ||7339 ||12106 |
|Depreciation ||4742 ||4742 |
|Provision for Taxation ||113 ||5035 |
|Net Profit / Loss ||2484 ||2329 |
The General Reserve at the end of the year stands at (43.52) lakhs.
TRANSFER TO RESERVES
An amount of Rupees two thousand four hundred and eighty four only (Rs.2484/-) isproposed to be carried to the reserves during the year ended 31st March 2016.
In view of insufficient profits the Directors do not recommend any dividend for thisyear.
The net turnover for the year under review amounted to Rs.735000/- as compared toRs.1095000/- last year.
The operations of the company have slightly been reduced but Directors of the Companyare hopeful of better result in the coming year barring unforeseen circumstances.
The Company has no public deposits as of date and will not accept any deposits withoutprior approval of the Statutory Authorities concerned.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company isgiven in the notes to the financial statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Priya Chaudhary retires by rotation and being eligible offers herself forre-appointment.
A declaration by Mr. Dalpat Anjaria Independent Director of the Company under Section149(7) of the Companies Act 2013 was received by the Company.
As required under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the information on the particulars of the Directorsproposed for appointment/ reappointment has been given in the Notice of the Annual GeneralMeeting.
Pursuant to the provisions of the Companies Act 2013 and provisions of Regulations ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Appointment & Remuneration Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy to be followed as stated in the Corporate GovernanceReport.
During the year four Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended on March 31 2016 and state that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
ii. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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;
v. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
vi. there is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
M/s. N.K. Jalan & Co. Chartered Accountants Mumbai were appointed at the annualgeneral meeting to hold office of Statutory Auditor of the Company up to the date of theAnnual General Meeting for the financial year 2016-2017.
The Company had received a certificate from the Auditor to the effect that theirre-appointment if made would be in accordance with the provisions of Section 139 and 141of the Companies Act 2013.
The Directors recommend ratification of the appointment of M/s N.K. Jalan & CoChartered Accountants to continue as the Statutory Auditor of the Company and to holdoffice from the conclusion of this Annual General Meeting up to the conclusion of the nextAnnual General Meeting of the shareholders of the Company on a remuneration as may beagreed upon by the Board of Directors and the Auditor.
Pursuant provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s V R Associates Mumbai a firm of Company Secretaries in practice to undertakethe Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure A".
Our comments on the observations made in the Secretarial Audit Report are as under: a.Independent Auditor appointment was made however due to some issues company is in searchof another Independent Auditor and shall comply with this requirement. b. Publication in48 hours of announcement of results is practically difficult to comply with. Noticeadvertisements are not published for cost control. c. Since the company has very smalloperations Internal Auditors Reconstituted Audit committee Full time company secretaryCFO cannot be cost justified. Currently Mr Ashwin Chaudhary is looking after most of thefinancial and compliance requirements.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B"
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. ("Annexure C"-AOC-2 required)
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been placed on the Companys website www.Ecominfotech.biz .The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has established a vigil mechanism to be known as theWhistle Blower Policy for its Directors and employees to report instances ofunethical behaviour actual or suspected fraud or violation of the Companys Code ofConduct. The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof the Audit Committee in appropriate or exceptional cases.
Accordingly Whistle Blower Policy has been formulated with a view toprovide a mechanism for the Directors and employees of the Company to approach the EthicsCounsellor or the Chairman of the Audit Committee of the Company. The purpose of thispolicy is to provide a framework to promote responsible and secure whistle blowing. Itprotects employees willing to raise a concern about serious irregularities within theCompany.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT 2013
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees particulars which is available for inspection by themembers at the Registered office of the company during business hours on working days ofthe company up to the date of ensuing Annual General Meeting. If any member is interestedin inspecting the same such member may write to the Company Secretary in advance.
The prescribed particulars of Conservation of Energy Technology Absorption do notapply to your Company. There are no foreign exchange earnings & outgo during the yearunder report.
ACCOUNTS & AUDITORS REPORT
The observation made by the Auditors in their report has been duly Clarified /explained in the relevant notes forming part of the Annual Accounts which areself-explanatory.
REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance is attached to this Report.
|For and on Behalf of the Board of Directors. ||For and on Behalf of the Board of |
|Directors. || |
|Sd/- ||Sd/- |
|MANAGING DIRECTOR ||DIRECTOR |
|Ashwin Chaudhary ||Priya Chaudhary |
|(DIN 00365164) ||DIN 00365261 |
|Place : Mumbai || |
|Date : 30th May 2016 || |