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IDream Film Infrastructure Company Ltd.

BSE: 504375 Sector: IT
NSE: N.A. ISIN Code: INE459E01012
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IDream Film Infrastructure Company Ltd. (IDREAMFILM) - Director Report

Company director report

To

The Members

IDream Film Infrastructure Company Limited (formerly known as SoftBPO Global ServicesLimited)

Your Directors have pleasure in presenting the Thirty Sixth Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31stMarch 2017.

1. FINANCIAL STATEMENTS & RESULTS

a. FINANCIAL RESULTS :

The Company's performance during the year ended 31st March 2017 as comparedto the previous financial year is summarized below: (Amount in INR)

Particulars For the Financial Year ended 31" March 2017 For the Financial Year ended 31" March 2016
Total Income 9169 5625
Less: Expenses 1083607 996692
Loss before Exceptional and Extra-Ordinary item and tax (1074438) (991067)
Less: Exceptional Items 74169 72625
Profit / (Loss) Before Tax (1148607) (1063692)
Less: Provision for Tax - -
Income Tax of earlier years w/off 38872 -
Profit / (Loss) After Tax (1187479) (1063692)
Balance carried to Balance Sheet (1187479) (1063692)

b. OPERATIONS:

During the year under review the Company did not undertake any business operations.The Company incurred a Net Loss of INR 1187479/- due to administrative and other fixedexpenses.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has one Wholly-owned Subsidiary Company viz. AHA Parks Limited which is anunlisted Public Company. During the year under review your Company did not have anyAssociate or Joint Venture Company. The performance and financial position of thesubsidiary Company for the year ended 31st March 2017 is attached and markedas Annexure I and forms part of this Report.

Details of companies which have become or ceased as subsidiary associates and jointventures during the year under review are as under:

Name of the Company Relationship with the Company Details of changes Date of change
N.A N.A N.A N.A

d. DIVIDEND :

Considering the loss incurred in the current financial year and accumulated lossesyour Directors do not recommended any dividend for the financial year under review.

e. TRANSFER TO RESERVES:

In view of loss incurred during the year under review the Board of Directors has notrecommended transfer of any amount to reserves.

f. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

g. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Sections 73 and 74 of the Companies Act 2013 ('the Act') read with theCompanies (Acceptance of Deposits) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits which are not in compliance with ChapterV of the Act is not applicable.

h. DISCLOSURES UNDER SECTIONS 134(3)(1) 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. DISCLOSURES OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financials 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:

There were no transactions/contracts/arrangements entered by the Company which arefalling under Section 188 of the Companies Act 2013 with related party(ies) as definedunder Section 2(76) of the Companies Act 2013 during the financial year under review.

l. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

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 II which forms part of this Report.

m. SHARE CAPITAL:

During the year under review the Company has not issued any shares and hencedisclosures under Section 43(a)(ii) Section 54(1)(d) and Section 62(1)(b) of theCompanies Act 2013 read with relevant rules are not required to be furnished.

n. 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 Companies Act 2013 read with Rule 16(4) of Companies (Share Capitaland Debentures) Rules 2014 and hence no details w.r.t. the same are furnished.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the period under review Mrs. Shamika Kadam (PAN: ATPPM9975J) stepped down fromthe post of Chief Financial Officer of the Company with effect from 8thNovember2016 and Mr. Rupesh Kodere (PAN: BKIPK2786C) was appointed in her place from the same dateand designated as a Key Managerial Personnel

Mr. Lalitkumar Kothari (DIN: 07115770) resigned from the post of Director of theCompany with effect from 24th March 2017 due to pre- occupation.The Directorsplace on record their sincere appreciation of the invaluable services rendered by Mr.Lalitkumar Kothari during his tenure as a Director of the Company.

Mrs. Shamika Kadam (DIN: 07606195) was appointed as an Additional Director on the Boardof the Company with effect from 31st March 2017 to hold office upto the dateof the ensuing Annual General Meeting. The Company has received notice from shareholderalong with requisite deposit proposing the candidature of Mrs. Shamika Kadam forappointment as Director at the ensuing Annual General Meeting of the Company. Necessaryproposal for her appointment has been included in the Notice of the ensuing Annual GeneralMeeting of the Company.

In accordance with the provisions of the Act none of the Independent Directors areliable to retire by rotation. As per the provisions of Section 152 of the Companies Act2013 Mr. Santosh Apraj retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. Necessary proposal for her appointmenthas been included in the Notice of the ensuing Annual General Meeting of the Company.

Since the closure of the Financial Year and upto the date of this Report the Companyhas received declaration from Mr. Suri Gopalan (DIN: 02135461) Non-Executive Directorthat he is qualified to be appointed as an Independent Director on the Board of theCompany pursuant to the provisions of Sections 149 and 152 read with Schedule IV and otherapplicable provisions of the Companies Act 2013 the Companies (Appointment andQualification of Directors) Rules 2014 and regulations of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board has expressed an opinion that Mr. Suri Gopalan is a person of integrity andthat he possesses relevant expertise and experience and accordingly recommends hisappointment as an Independent Director of the Company for a period of 5 consecutive yearswith effect from 1 "t April 2017 for approval of the shareholders. Necessaryproposal for his appointment as an Independent Director has been included in the Notice ofthe ensuing Annual General Meeting of the Company.

Brief profiles of Mr. Santosh Apraj Mrs. Shamika Kadam and Mr. Suri Gopalan in termsof Secretarial Standards-2 and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 have been provided in theNotice of the ensuing Annual General Meeting.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from both the Independent Directors under Section149(7) of the Companies Act 2013 confirming their independence vis-a-vis the Company asprovided under Section 149(6) of the Companies Act 2013.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND ITS POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 5 (Five) times during the financial year ended 31stMarch 2017 in accordance with the provisions of the Companies Act 2013 and Rules madethereunder.

b. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31" March 2017 the Board ofDirectors hereby confirm 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 estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31 " March 2017 andof the 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 the Companies Act 2013 for safeguarding theassets of the Company 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; and

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 was constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 oftheCompanies Act 2013.

The composition of the committee as on 31st March 2017 was as under:

Sr. No. Name Category Chairperson / Member
1. Mrs. Shamika Kadam Non-Executive Director Chairman
2. Mrs. Amola Patel Independent Director Member
3. Mr. Suri Gopalan Non-Executive Director Member

The Board has in accordance with the provisions of Section 178(3) of the Companies Act2013 formulated the policy setting out the criteria for determining qualificationspositive attributes independence of a Director and policy relating to remuneration forDirectors Key Managerial Personnel and other employees. The aforementioned detailedPolicy duly approved and adopted by the Board is appended as Annexure III to this Report.

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 composition of the committee as on 31st March 2017 was as under:

Sr. No. Name Category Chairman / Member
1. Mr. Santosh Apraj Managing Director Chairman
2. Mrs. Amola Patel Independent Director Member
3. Mr. Suri Gopalan Non-Executive Director Member

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company have pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed a 'Vigil Mechanism Policy' for Directors and employees of theCompany 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 development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this Report.

g. ANNUAL EVALUATION OF DIRECTORS / COMMITTEE AND BOARD:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Act2013.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria as laid down by the Nomination andRemuneration Committee.

In a separate meeting of the Independent Directors the performance of Non-IndependentDirectors the Board as a whole and of the Chairman was evaluated taking into account theviews of Executive Director and Non-Executive Directors.

Performance evaluation of both the Independent Directors was carried out by the entireBoard excluding the Independent Director being evaluated.

h. 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 and have 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.

i. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

The Company has one Executive Director viz. Mr. Santosh Apraj who is the ManagingDirector of the Company and pursuant to the shareholder's resolution passed for hisappointment at the 34th Annual General Meeting held on 30th September2015 he shall not draw any remuneration from the Company. During the year under reviewDirectors and Key Managerial Personnel were not paid any remuneration (except the sittingfees paid to Independent Directors for attending the meetings of Board and Committeesthereof) and hence no details are required to be furnished in accordance with theprovisions of Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

j. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARYCOMPANIES:

Mr. Santosh Apraj Managing Director of the Company is in receipt of remuneration fromthe Holding Company viz. AHA Holdings Private Limited.

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 31stMARCH 2017:

The observations / emphasis of matter made by the Statutory Auditors in their reportfor the financial year ended 31st March 2017 read with the explanatory notestherein are self-explanatory and therefore do not call for any further explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2017:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. Ms. Kala AgarwalPracticing Company Secretary having Certificate of Practice No. 5356 had been appointed toissue Secretarial Audit Report for the financial year 2016-17.

Secretarial Audit Report issued by Ms. Kala Agarwal Practicing Company Secretary inForm MR-3 for the financial year 2016-17 is marked as Annexure IV and forms part of thisReport.

The said report does not contain any observation or qualification requiring explanationor comments from the Board under Section 134(3) of the Companies Act 2013.

c. APPOINTMENT OF STATUTORY AUDITORS FOR THE FY 2017-18:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Kanu Doshi Associates LLP Chartered Accountants(Firm Registration No. 104746W/W100096) the Statutory Auditors of the Company holdoffice upto the conclusion of the ensuing Annual General Meeting.

It is proposed to appoint M/s. M L Bhuwania and Co LLP. Chartered Accountants (FirmRegistration No. 101484W/W100197) as the Statutory Auditors of the Company to holdoffice for a term of five years i.e. from the conclusion of the Thirty Sixth AnnualGeneral Meeting until the conclusion of the Forty First Annual General Meeting subject toratification of their appointment at every Annual General Meeting by the shareholders.

The consent of the proposed Auditors along with certificate under Section 139 of theCompanies Act 2014 have been obtained from the Auditors to the effect that theirappointment if made shall be in accordance with the prescribed conditions and that theyare eligible to hold the office of Auditors of the Company. The Board recommends theappointment

of M/s. M L Bhuwania and Co LLP Chartered Accountants as the Statutory Auditors of theCompany.

Necessary resolution for appointment of the said Auditors is included in the Notice ofAnnual General Meeting for seeking approval of members.

d. FRAUD REPORTING:

During the year under review there were no instances of material or serious fraudfalling under Rule 13(1) of the Companies (Audit and Auditors) Rules 2014 by officers oremployees reported by the Statutory Auditors of the Company during the course of theaudit.

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 and the Sexual Harassment of women at workplace(Prevention Prohibition and Redressal) Act 2013 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 in Form MGT-9 for the financial year ended 31st March 2017 made underthe provisions of Section 92(3) of the Companies Act 2015 is attached as Annexure V whichforms 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.

During the year under review the Company has neither earned nor used any foreignexchange.

c. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Since your Company did not have more than one thousand stakeholders at any time duringthe Financial Year 2016-17 it was not required to constitute the Stakeholders'Relationship Committee.

d. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social responsibility policy) Rules 2014 were not applicable to your Companyduring the Financial Year 2016-17 and accordingly compliances with respect to the samewere not applicable to the Company during the year under review.

e. COSTAUDITORS:

The Central Government of India has not specified the maintenance of Cost Records underSection 148(1) of the Companies Act 2013 read with the Companies (Cost Records and Audit)Rules 2014.

f. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace and has also established Investigation and Redressal Committee asstipulated by The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and rules thereunder. During the year under review no complaints inrelation to such harassment at workplace have been reported.

g. CORPORATE GOVERNANCE:

The Company has not paid any remuneration to its managerial personnel as per Section IIof Schedule V of the Companies Act 2013.

h. MANAGEMENT DISCUSSION ANALYSIS:

Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 Management Discussion and Analysis Report is marked asAnnexure VI and forms part of this Report.

6. ACKNOWLEDGMENTS 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.

In addition your Directors also placed on record their sincere appreciation of thecommitment and hard work put in by the Registrar & Share Transfer Agent all thesuppliers sub-contractors consultants clients and employees of the Company.

For and on behalf of the Board
Santosh Apraj Shamika Kadam
Managing Director Director
(DIN 05197998) (DIN 07606195)
Date : 10th August 2017
Place: Mumbai

Registered Office:

Flat No B-4501 & B-4601 Lodha Bellissimo

Lodha Pavilion Apollo Mill Compound

Mahalaxmi Mumbai 400 011

CIN: L51900MH1981PLC025354

Tel.: 022 2438 1300 Fax: 022 6740 0988

Email: investors@idreamfilminfra.com

Website: www.idreamfilminfra.com