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IDream Film Infrastructure Company Ltd.

BSE: 504375 Sector: IT
NSE: N.A. ISIN Code: INE459E01012
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VOLUME 100
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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 Services Limited)

Your Directors have pleasure in presenting the Thirty Fifth Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31 March 2016.

1. FINANCIAL STATEMENTS & RESULTS a. FINANCIAL RESULTS :

The Company's performance during the year ended 31 March 2016 as compare to theprevious financial year is summarized below:

(Rs.)
Particulars For the Year ended 31 March 2016 For the Year ended 31 March 2015
Total Income 5625 362
Less: Expenses 996692 748938
Loss before Exceptional and Extra-Ordinary item and tax (991067) (748576)
Less: Exceptional Items 72625 15362
Profit / (Loss) Before Tax (1063692) (763938)
Less: Provision for Tax - -
Income Tax of earlier years w/off - -
Profit / (Loss) After Tax (1063692) (763938)
Balance carried to Balance Sheet (1063692) (763938)

b. OPERATIONS:

During the year under review the Company did not undertake any business operations.The Company incurred a Net Loss of Rs. 1063692/- 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 2016 is appended as Annexure I tothis Report.

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 Section 73 and 74 of the Companies Act 2013 ("the Act") read withthe Companies (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 SECTIONS 134(3)(1) OF THE COMPANIES ACT 2013:

Except as disclosed elsewhere in this report no material changes and commitmentswhich could affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this Report.

i. 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 and investments covered under Section 186 of theCompanies Act 2013 during the financial year under review are furnished in AnnexureII and 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 is furnished.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL a) BOARD OF DIRECTORS& KEY MANAGERIAL PERSONNEL

During During the year under review the shareholders of the Company approved theappointment of Mr. Lalitkumar Kothari (DIN: 07115770) as an Independent Director of theCompany at their 34 Annual General Meeting held on 30 September 2015 for a term of 5(Five) years upto 17 March 2020.

During the year under review the shareholders of the Company also approved theappointment of Mr. Santosh Apraj (DIN: 05197998) as Director at their 34 Annual GeneralMeeting held on 30 September 2015.

Mr. Santosh Apraj (DIN: 05197998) was also appointed as a Managing Director of theCompany at the meeting of the Board of Directors held on 14 August 2015 which wassubsequently approved by the shareholders at their 34 Annual General Meeting held on 30September 2015for a period of 5 (Five) years from 14 August 2015.

Further Ms. Shamika Kadam (PAN: ATPPM9975J) was appointed as the Chief FinancialOfficer designated as a Key Managerial Personnel of the Company with effect from 14August 2015.

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 Act 2013 Mr. Santosh Apraj(DIN: 05197998) retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. Your Directors recommend his appointment.

None of the Directors or Key Managerial Personnel of the Company have resigned duringthe year under review.

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 31 March2016 in accordance with the provisions of the Companies Act 2013 and Rules madethereunder.

b. DIRECTOR'S 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 2016 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 2016 and of theloss 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 of theCompanies Act 2013.

Consequent to the appointment of Mr. Santosh Apraj as the Managing Director of theCompany the Nomination and Remuneration Committee was re-constituted by the Board ofDirectors at their meeting held on 14 August 2015 to comply with the requirements ofSection 178(1) of the Companies Act 2013 and Mr. Suri Gopalan being a Non-ExecutiveDirector was inducted as a member of the Committee in place of Mr. Santosh Apraj. Thecomposition of the said Committee as on 31 March 2016 is as under:

1. Mr. Lalitkumar Kothari Chairman - Independent Director 2. Mrs. Amola PatelIndependent Director and 3. Mr. Suri Gopalan Non-Executive Director.

The Board has in accordance with the provisions of Section 178(3) of the Companies Act2013 formulated a 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 thisReport.

d. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions ofSection 177 of the Companies Act 2013. The composition of the Audit Committee is inconformity with the provisions of the said section and the composition of the AuditCommittee as on 31 March 2016 is as under:

1. Mr. Lalitkumar Kothari Chairman - Independent Director 2. Mr. Santosh AprajManaging Director and 3. Mrs. Amola Patel Independent Director.

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. 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.

h. ANNUAL EVALUATION :

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.

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 shareholders' resolution passed for hisappointment at the 34 Annual General Meeting held on 30 September 2015 he shall not drawany remuneration from the Company. During the year under review Directors and KeyManagerial Personnel were not paid any remuneration (except the sitting fees paid toIndependent directors for attending the meetings of Board and Committees thereof) andhence no details are required to be furnished in accordance with the provisions of Section197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

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

Mr. Santosh Apraj Managing Director and Mrs. Shamika Kadam Chief Financial Officer ofthe Company is in receipt of remuneration from the Holding Company viz. AHA HoldingsPrivate 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 31 MARCH 2016:

The observations made by the Statutory Auditors in their report for the financial yearended 31 March 2016 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. FRAUD REPORTING:

During the year under review there were no instances of material or serious fraudfalling under Section 143(12) of the Companies Act 2013 and Rule 13(1) of the Companies(Audit and Auditors) Rules 2014 by officers or employees reported by the StatutoryAuditors of the Company during the course of the audit.

c. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31 MARCH 2016:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013mandate Companies to which Secretarial Audit is applicable to obtain a Secretarial AuditReport from a Practicing Company Secretary. Ms. Moushmi Mehta Practicing CompanySecretary having Certificate of Practice No. 10017 had been appointed to conduct theSecretarial Audit of the Company for the Financial Year 2015-16 and to issue a SecretarialAudit Report for the year under review.

The Secretarial Audit Report issued by Ms. Moushmi Mehta Practicing Company Secretaryin the prescribed Form MR-3 for the financial year 2015-16 is appended as Annexure IVand forms part to this Report

The said Report contains observation/comment:

"Based on the representations made by the Officers of the Company we have beengiven to understand that the Company is still in the process of searching for CompanySecretary as Key Managerial Personnel pursuant to the requirements of Section 203 of theCompanies Act 2013. Due to Non-appointment of Company Secretary the appointment ofCompliance officer as per Securities and Exchange Board of India (Listing obligation anddisclosure requirements) Regulations 2015 have not been complied."

Explanation:

The Company is on the lookout of a qualified Company Secretary as Key ManagerialPersonnel having the requisite experience.

d. RE-APPOINTMENT OF STATUTORY AUDITORS FOR THE FY 2016-17:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s.Kanu Doshi Associates LLP CharteredAccountants (Firm Registration Number104746W/W100096) the Statutory Auditors of theCompany hold their office up to the conclusion of the ensuing Annual General Meeting. Theconsent of the Auditors along with certificate under Section 139 of the Companies Act2013 have been obtained from the Auditors to the effect that their appointment if madeshall be in accordance with the prescribed conditions and that they are eligible to holdthe office of Auditors of the Company. The Board recommends the re-appointment of M/s.Kanu Doshi Associates LLP Chartered Accountants as the Statutory Auditors of the Companyfrom the conclusion of this Annual General Meeting till the conclusion of the next AnnualGeneral Meeting.

Necessary proposal for re-appointment of the said Auditors is included in the Notice ofthe ensuing Annual General Meeting for seeking approval of the members.

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 31 March 2016 made under theprovisions of Section 92(3) of the Act is attached as Annexure V which forms partof this Report.

b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

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 thefact that 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 timeduring the Financial Year 2015-16 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 2015-16 and accordingly compliances with respect to the samewere not applicable to the Company during the year under review.

e. COST AUDITORS:

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. SEXUAL HARASSMENT POLICY:

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 as AnnexureVI 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 place 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 LALIT KUMAR KOTHARI SHAMIKA KADAM
MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICER
DIN: 05197998 DIN: 07115770 PAN: ATPPM9975J
Place: Mumbai
Date: 11 August 2016
Registered Office:

Flat No B-4501 & B-4601 Lodha Bellissimo

Lodha Pavilion Apollo Mill Compound

Mahalaxmi Mumbai 400 011.

CIN: L51900MH1981PLC025354

Tel. No. 022-2438 1300 Fax No. 022-6740 0988

Email: mca@ahaholdings.co.in

Website: www.idreamfilminfra.com