Your Directors take pleasure in presenting the 30th Annual Report on thebusiness and operation of the Company along with Audited Accounts for the financial yearended 31st March 2016.
| || ||(Rs. in Lacs) |
| ||2015-16 ||2014-15 |
|Revenue from Operation ||4.38 ||4.75 |
|Other Income ||0.00 ||0.00 |
|Total Expenses ||8.75 ||8.31 |
|Exception Items ||0.00 ||33.60 |
|Profit/(Loss) before depreciation and Finance cost ||(4.16) ||(36.91) |
|Less: Finance Cost & Depreciation ||0.21 ||0.25 |
|Profit/(Loss) before tax ||(4.37) ||(37.16) |
|Less: Tax Expenses ||0.00 ||0.00 |
|Profit/(Loss) After Tax ||(4.37) ||(37.16) |
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
Your Directors would like to speak about the past few years of your companysjourney which certainly was not so pleasant as your company has faced some rough patchesand your Directors are aware of the situation so are taking possible steps to bring thecompany out of its crises like situation and the same can be seen from the financialresults of the current year. The results are not up to the mark but definitely showing theefforts of your Directors as the losses of your company have came down to a little figureof Rs. (4.37) lakh from a massive loss of Rs. (37.16) lakh which isapproximately 88.24% less in comparison to the previous year. Your Directors havefull faith in their efforts and are expecting to be successful in the coming years.
ABOUT YOUR COMPANY
IFM Impex Global Limited is a public limited company listed on India's premiere StockExchange BSE Limited and engaged in the business of Exports Imports Trading andDistributing of Agriculture produce and Marine products within India and outside India.
In view of losses of current and past years your directors do not recommend anydividend for the financial year ended March 31 2016. The Board assures you to present amuch strong financial statements in coming years.
TRANSFER TO RESERVES
The profits transferred and other additions to reserves are as follows:
| || ||Amount in Rs. |
| ||F.Y. 2015-16 ||F.Y. 2014-15 |
|1 Capital Reserve ||0.00 ||0.00 |
|2 Capital Redemption Reserve ||0.00 ||0.00 |
|3 Securities Premium reserve ||0.00 ||0.00 |
|4 Debenture Redemption Reserve ||0.00 ||0.00 |
|5 Revaluation Reserve ||0.00 ||0.00 |
|6 Shares Option Outstanding Account ||0.00 ||0.00 |
|7 Other Reserve ||0.00 ||0.00 |
|8 Surplus (Profit & Loss Account) ||(16894594) ||(16457372) |
|Balance brought forward from previous year ||(16457372) ||(12741557) |
|Less: Tax on Regular Assessment Paid ||0.00 ||0.00 |
|Add: Profit/Loss for the period ||(437222) ||(3715815) |
|Total ||(16894594) ||(16457372) |
MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT
There are no material change and commitment affecting the financial position ofCompany which has occurred between the end of financial year of the Company to which thefinancial statements relate and the date of this report other than those disclosed in theAnnual report
CHANGE IN NATURE OF BUSINESS
During the period under review the Company has not changes its nature of business.
The Members of the Company had at its 29th Annual General Meeting held on 30thSeptember 2015 approved the appointment of M/s. Neeraj Ramesh Chandra & AssociatesChartered Accountants FRN 0171559N as the Statutory Auditor of the Company upto theconclusion of 30th Annual General Meeting (AGM) and offer themselves forre-appointment. The said Auditors have furnished the Certificate of their eligibility forre-appointment.
In view of the rule 3(7) of Companies (Audit and Auditors) Rules 2014 the existingappointment of M/s. Neeraj Ramesh Chandra & Associates Chartered Accountants FRN0171559N covering the period from the conclusion of this ensuing AGM until the conclusionof the next Annual to be held in the financial year 2017-18 is being placed formembers ratification.
As required under Section 139 of the Companies Act 2013 the Company has obtained awritten consent from the Auditors to such continued appointment and also a certificatefrom them to the effect that their appointment if ratified would be in accordance withthe conditions prescribed under the Companies Act 2013 and the rules made thereunder asmay be applicable.
The Auditors report on the financial statement for the financial year 2015-16 isself explanatory.
The Board has appointed Yashlok Dubey Company Secretaries to conduct SecretarialAudit under the provisions of Section 204 of the Companies Act 2013 for the financialyear 2015-16. The Secretarial Audit Report for the financial year ended 31stMarch 2016 is annexed herewith and marked as Annexure I to this Report.
MATTER OF EMPHASIS OF SECRETARIAL AUDITORS AND MANAGEMENTS REPLY
Emphasis of Matter
During the financial year 2015-16 Company has not appointed Company Secretary.
The Management of the Company is trying to look after a competent Company Secretary whocan take care of all the secretarial works including filing of e-form with the Registrarof Companies.
In accordance with the requirements of the Companies Act 2013 and the CompanysArticles of Association Mr. O. P. Yadav Managing Director of the Company retires byrotation and shown his willingness for Re-appointment.
Brief profile of retiring director is given in the Notice of Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013.
CHIEF FINANCIAL OFFICER
Pursuant to the provisions of Section 203 of the Companies Act 2013 appointment ofMr. O. P. Yadav Chief Financial Officer was formalized as the Key Managerial Personnel ofthe Company.
The Board of Directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Companies Act 2013. Theperformance of the Board was evaluated by the Board on the basis of the criteria such asthe Board composition and structure effectiveness of Board process information andfunctioning etc. The Board and Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of individual director to the Board and committee meetings like preparednesson the issue to be discuss meaningful and constructive contribution and inputs inmeetings etc. In a separate meeting of independent directors performance ofnon-independent director performance of the Board as a whole and performance of Chairmanwas evaluated.
EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal controls have been laid down by the Company to safeguard and protectits assets as well as to improve the overall productivity of its operations. All thetransactions are properly authorized recorded and reported to the management. The Companyis following applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The detailed process of review not onlyensures reliability of control systems and legal compliances with applicable legislationdefined policies and processes but also reviews efficiency of systems and ensuressafeguarding of tangible and intangible assets.
NOMINATION & REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration as required under Section 178 of theCompanies Act 2013. The Nomination & Remuneration Policy of the Company is annexedherewith and marked as Annexure II to this Report.
The Company has a Risk Management Manual in place that defines the policies lays outthe strategies and methodology to decide on the risk taking ability of the organization.
The Company constantly reviews its exposure to various types of risk whether it beregulatory operational environmental financial or political. The Company has in placeadequate systems to ensure compliance with all regulatory and statutory matters reviewsthe same on a periodic basis and takes appropriate corrective action when necessary.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Regulation 34 of the SEBIListing Regulations is annexed as annexure III to this Board Report.
CORPORATE GOVERNANCE REPORT
Your Company believes and preached the Corporate Governance practices which are in linewith legal requirements of Clause 49 of listing agreement and Companies Act 2013. TheCompany has adopted the practices which are prevalent in the industry. Further Securitiesand Exchange Board of India vide its Circular (Circular No. CIR/CFD/Policy Cell/7/2014)dated 15th September 2014 has exempted certain Companies from mandatoryCompliance of provision of Regulation 27 of listing agreement under SEBI(ListingObligation and Disclosure Requirement) Regulation 2015 entered in to with the StockExchange where the Share of the Company are listed. In terms of said circular everyCompany which has paid up capital less than Rs. 10 Crore and Net worth less than Rs. 25Crore are exempted from complying with the provisions of clause 49 of listing agreement.
The Paid up capital of your company is less than Rs. 10 Crore and Net worth is lessthan 25 Crore therefore your Company is exempted from the complying with the provision ofregulation 27 however your director assure you that your company will continue to followthe good corporate governance practices. The separate section on corporate governance isbeing discontinued and director shall inform the stakeholders in the Board Report section.
DIRECTOR'S 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 31st March 2016 and state that:
a. in the preparation of the annual accounts for the financial year ended on 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;
b. the directors had 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 and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern basis;
e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per rules 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therefore nostatement is required be given showing the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said rules are not applicable.
PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2014-15:
No Director has drawn any remuneration from the Company during the financial year2015-16 therefore ratio of remuneration of each director the median remuneration of theemployees of the Company is not ascertainable.
ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2015-16:
No Director Chief Financial Officer has drawn any remuneration from the Company duringthe financial year 2015-16. Therefore increase in remuneration of each director and CFO isnot ascertainable.
iii) The percentage increase in the median remuneration of employees in the financialyear 2015-16: Not Ascertainable as the Company has only one permanent employee.
iv) The number of permanent employees on the rolls of company: 1
v) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
| || || ||Amount in Rs. |
| ||2015-16 ||2014-15 ||Increase/Decrease in |
|Average Salary of Employee other than key Managerial Personnel (Per Annum) ||N.A. ||N.A. ||N.A. |
|Managing Director/Director/CFO ||Nil ||Nil ||Nil |
(As the Company has only one permanent employee therefore average salary is notascertainable
vi) The key parameters for any variable component of remuneration availed by theDirectors:
The key parameters for the variable component of remuneration if any availed by theDirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Nomination & Remuneration Policy forDirectors.
vii) Affirmation that the remuneration is as per the remuneration policy of theCompany:
No remuneration is being paid to the Director and Key Managerial personal of theCompany. However it is hereby affirmed that the remuneration if paid will be as per theNomination and Remuneration Policy of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no contracts or arrangements entered into by the Company in accordance withthe Section 188 of the Companies Act 2013. However the details of the transactions withrelated party are provided in the accompanying financial statements. Related partytransactions are subject to the Audit Committee and the Board for approval.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board can be accessed on the Company's website at thelink: www.ifmimpex.com
LISTING ON THE STOCK EXCHANGE
The Company's shares are listed with BSE Limited and the Company has paid the necessarylisting fees for the Financial Year 2015-16.
CHANGES IN SHARE CAPITAL
The Authorized Share Capital of the company is Rs. 55000000 divided into 5500000equity shares of Rs.10/- each. During the period under review the said capital has notbeen raised by the company. The Issued Subscribed & Paid-up Capital remains is Rs.30056000/-.
INTERNATIONAL SECURITY IDENTIFICATION NUMBER
Your Company has admitted its securities with National Services Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL) to enable our shareowners tohold their shares in Dematerialized form. International Security Identification Number ofyour Company is INE169F01014.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:
Nomination and Remuneration Committee
Stakeholder Relationship Committee
A) EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure-IV tothis Report.
B) MEETINGS OF THE BOARD
During the financial year ended March 31 2016 7 meetings of the Board of Directorswere held four times as per the statutory minimum requirement. None of the two BoardMeetings have a gap of more than 120 days between them. The dates of meetings arementioned below:
|Sr .No. ||DATE ||Sr. No. || |
|1. ||09.04.2015 ||5. ||28.08.2015 |
|2. ||25.05.2015 ||6. ||30.10.2015 |
|3. ||30.07.2015 ||7. ||30.01.2016 |
|4. ||17.08.2015 || || |
C) COMPOSITION OF AUDIT COMMITTEE
The Audit Committee as on date comprises of three members including one is ManagingDirector viz. O. P. Yadav and two are Non executive Independent director viz. Mr. S. P.Jain and Mr. Rakesh Sidhu. Mr. S. P. Jain is heading the Committee.
D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee as on date comprises of three members viz.Mr. S. P. Jain Mr. Rakesh Sidhu and Mrs. Ruby Yadav. Mr. S. P. Jain is heading theCommittee.
E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee as on date comprises of three members includingone is Managing Director viz. Mr. O. P. Yadav and two are Non executive Independentdirector viz. S. P. Jain and Mr. Rakesh Sidhu. Mr. S. P. Jain is heading the Committee.
F) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 the Board of Directors at itsmeeting held on 30th May 2014 has adopted a vigil mechanism/whistle blowerpolicy of the Company.
The companys attitude towards unethical behavior actual or suspected fraud orviolation of the companys code of conduct or ethics policy is very strict. Thecompany follows absolute intolerance for such matters and expect the directors andemployees to report genuine concerns about such abuse. The vigil mechanism/whistle blowerpolicy can be accessed on the Companys website at the link: www.ifmimpex.com
G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at workplace and during theyear under review your Board has constituted an Internal Complaints Committee to considerand redress complaints of sexual harassment & also adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framed thereunder.
During the financial year 2015-16 the Company has received no complaints on sexualharassment.
H) PATICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED
Particulars of loans given investments made guarantees given and securities areprovided in the financial statements.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. The Managing Directors of the Company did not receive any remuneration or commissionfrom subsidiary.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
The Company does not have any subsidiary or associate company.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO.
Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and forming part of theDirector's report for the year ended 31st March 2016 are given below :
A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
(i) the steps taken or impact on conservation of energy;
Your Company is primarily engaged in the business of export and import of Agro productswhich does not require the Electricity or Power consumption on large scale. However YourCompany is conscious about its responsibility to conserve energy power and other energysources wherever possible. We emphasis towards a safe and clean environment and continueto adhere to all regulatory requirements and guidelines.
(ii) the steps taken by the company for utilizing alternate sources of energy;
The Company has been taking energy saving measures viz. Use of energy saver electricalequipments LED fittings are provided inside the building for common area lighting in theCompany Efficient ventilation system in the office of the Company.
(iii) the capital investment on energy conservation equipments;
Your company has nil capital investment on energy conservation equipments.
B. Technology absorption-
(i) the efforts made towards technology absorption; N.A.
(ii) the benefits derived like product improvement cost reduction product developmentor import substitution; N.A.
(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- N.A.
(a) the details of technology imported; N.A.
(b) the year of import; N.A.
(c) whether the technology been fully absorbed; N.A.
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and
(iv) the expenditure incurred on Research and Development. N.A.
C. FOREIGN EXCHANGE EARNINGS & OUTGO
Foreign Exchange Earnings & Outgo: Nil
Directors wish to place on record their deep thanks and gratitude to;
a) The Government as well as their respective Departments connected with the businessof the Company Bankers of the Company for their co-operation and continued support.
b) The Shareholders Suppliers and Contractors for the trust and confidence reposed andto the Customers for their valued patronage.
c) The Board also takes this opportunity to express its sincere appreciation for theefforts put in by the officers and employees at all levels in achieving the results andhopes that they would continue their sincere and dedicated endeavour towards attainment ofbetter working results during the current year.
| || ||By Order of the Board |
|Reg. Office || ||For IFM Impex Global Limited |
|C-351/9 Majlis Park || || |
|Delhi - 110 033 ||Sd/- ||Sd/- |
| ||S. P. Jain ||O. P. Yadav |
| ||Director ||Managing Director |
|Place: New Delhi ||DIN: 01607971 ||DIN: 01607006 |
|Dated: 29.08.2016 ||E-4 Adarsh Nagar Ranjeet ||C-351/9 Majlis Park |
| ||Singh Road Delhi 110033 ||Adarsh Nagar Delhi 110033 |