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IM+ Capitals Ltd.

BSE: 511628 Sector: Financials
NSE: N.A. ISIN Code: INE417D01012
BSE LIVE 14:48 | 21 Nov 69.00 1.90
(2.83%)
OPEN

68.00

HIGH

69.45

LOW

67.50

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 68.00
PREVIOUS CLOSE 67.10
VOLUME 3093
52-Week high 76.40
52-Week low 30.55
P/E 15.47
Mkt Cap.(Rs cr) 24
Buy Price 67.50
Buy Qty 5.00
Sell Price 69.45
Sell Qty 45.00
OPEN 68.00
CLOSE 67.10
VOLUME 3093
52-Week high 76.40
52-Week low 30.55
P/E 15.47
Mkt Cap.(Rs cr) 24
Buy Price 67.50
Buy Qty 5.00
Sell Price 69.45
Sell Qty 45.00

IM+ Capitals Ltd. (IM+CAPITALS) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting their 25thAnnual Report on thebusiness and operations of the Company along with Audited Stand Alone and ConsolidatedFinancial Statements for the Financial Year ended March 31 2016.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

Rs. In Lacs

Particulars 2015-16 2014-15
Revenue from Operations 423.21 158.39
Other Income 8.95 0.00
Total Revenue 432.16 158.39
Total Expenses 326.76 124.83
Profit before Tax 105.40 33.56
Tax Expenses (0.37) 5.12
Profit After Tax for the year 105.77 28.43
Paid up Capital 350.15 350.15

2. DIVIDEND

The money retained shall be ploughed back for Company’s expansion program and tocarry on the business activities of the Company. In view of the above your Directors arenot in a position to declare any dividend on Equity Shares.

3. TRANSFER TO RESERVES

During the financial year 2015-16 Company has not transferred any amount to

4. MATERIAL CHANGES AND COMMITMENTS

During the period 31st March 2016 and date of this report company has signed a MOUwith SMC group to form an LLP with an object to act as investment manager to "IM+Realty Trust" a SEBI registered Alternative Investment Fund. Accordingly a LLP hasbeen formed in the Name of "SMC & IM Capital Investment Managers LLP" wherein Company and SMC Investments and Advisors Limited are equal Partners and Company has toprovide Rupees One Crore as Capital Contribution. Further Company will act as co-sponsorto "IM+ Realty Trust".

5. OPERATING RESULTS AND BUSINESS OPERATIONS

The Company has achieved Revenue from Operations of Rs 423.21 Lacs during the financialyear 2015-16 registering a Increase of 267.19%compared to last year. Increase in revenuesis mainly on account of selling of Non Current Investments & Interest Income Theoperating profit (profit after tax) increased by 371.93% i.e. Rs 105.77 Lacs in financialyear 2015-16 compared to Rs 28.43 Lacs in financial year 2014-15 inspite of adverse marketconditions. Overall Gross block as at 31st March 2016 has increased to Rs 32.24 Lacs ascompared to Rs 1.51 Lacs as at 31st March 2015. Addition to gross block is mainly onaccount of acquisition of Furniture & Fixture.

The tax expenses of the Company for current year are Rs -0.37 Lacs as compared to Rs5.12 Lacs in the previous year which comprises current year tax deferred tax and earlieryear tax & MAT Credit.

The earnings per share for the year is Rs 3.02 as against Rs 0.81 in the previous year.

6. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that helps to attract best externaltalent and promote internal talent to higher roles and responsibilities. IM+ CapitalsLimited people are centric focus providing an open work environment fostering continuousimprovement and development that helped several employees realize their career aspirationsduring the year.

As a result IM+ Capitals Limited HR function has strengthened its impact in itsday-today functioning and is raising its bar of excellence to ensure timely availabilityof necessary talent and capabilities and engage and help talent to perform sustainably.The Company’s progressive workforce policies and benefits various employeeengagement and welfare have addressed stress management promoted work life balance.

7. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressed of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressed) Act 2013 and the rules framed there under. During the financial year2015-16 the Company has not received any complaints on sexual harassment and also nocomplaint is pending on sexual harassment.

8. DOCUMENTS PLACED ON THE WEBSITE (www.imcapitals.com)

The following documents have been placed on the website in compliance with theCompanies Act 2013 and other statutory requirements:

• Details of unpaid dividend as per IEPF (Uploading of information regardingunpaid and unclaimed amounts lying with companies) Rules 2012

• Financial Statements of the Company along with relevant documents as per Section136(1)

• Details of the Vigil Mechanism as per Section 177(10)

• The terms and conditions of appointment of the independent directors as perSchedule IV.

9. CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS AND OTHERINFORMATION REQUIRED UNDER THE COMPANIES ACT 2013 AND SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015

As per Regulation 34 of SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate Governance Report and Management Discussion and Analysisreport are attached and form part of theAnnual Report.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm that:

a) In the preparation of the annual accounts for the financial year 2015-16 theapplicable accounting standards have been followed and there are no material departures;

b) we have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the financial year;

c) we have taken proper and sufficient care to the best of their knowledge and abilityfor the maintenance of adequate accounting records in accordance with the provisions ofthe Act. They confirm that there are adequate systems and controls for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) we have prepared the annual accounts on a going concern basis;

e) we have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and operating properly; and

f) we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

11. STATUTORY AUDITORS’ AND SECRETARIAL AUDITORS’ REPORT

Statutory Auditors

M/s Doogar & Associates Chartered Accountants 13 Community Centre East ofKailash New Delhi - 110065 the Statutory Auditors of the Company having firmregistration number 00561N with the Institute of Chartered Accountants of India retiringat the conclusion of the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment as Statutory Auditors of the Company. The Company hasreceived a letter dated 30.05.2016 for their re-appointment if made would be within thelimit prescribed under Section 139 and 141 of the Companies Act 2013.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s Pradeep Debnath & Co Company Secretaries as the Secretarial Auditors ofthe Company to undertake Secretarial Audit of the Company for FY 2015-16.The SecretarialAudit Report is annexed herewith as annexure.

12. EXPLANATION OR COMMENTS ON OBSERVATIONS MADE BY STATUTORY AUDITORS ANDSECRETARIAL AUDITORS INTHEIR RESPECTIVE REPORT.

Statutory Auditors and Secretarial Auditors in their report made an observation thatCompany required tobe registered under Section 45-IA of the Reserve Bank of India Act 1934and the Application for registration has not filed.

Management Clarification: Company was taken over by new management during October2014 since then management putting best effort to enter in to new business activity. Asthere is no new business opportunities during the year 2015-16 the management of thecompany had advanced ideal funds to its wholly owned subsidiary company in which companyhad earned interest and this is in the best interest of Company and shareholders.Situation will be reversed once the company entered in to new business. It is temporary innature and company only advanced amount out of its net worth therefore Company had notfiled application with Reserve Bank of India

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

As the company is into Financial and Consultancy Activity Disclosure under Conservationof Energy Technology Absorption is not required. Further during the year company has noForeign exchange earnings and outgo.

14. BOARD EVALUATION

The performance evaluation of the Board its Committees and individual Directors wasconducted and the same was based on questionnaire and feedback from all the Directors onthe Board as a whole Committees and self-evaluation.

Directors who were designated held separate discussions with each of the Directors ofthe Company and obtained their feedback on overall Board effectiveness as well as each ofthe other Directors.

Based on the questionnaire and feedback the performance of every director wasevaluated in the meeting of the Nomination and Remuneration Committee (NRC). A separatemeeting of the independent directors ("Annual ID meeting") was convened whichreviewed the performance of the Board (as a whole) the non-independent directors and theChairman. After convening the Annual ID meeting the collective feedback of each of theIndependent Directors was discussed by the Chairman of the NRC with the Board’sChairman covering performance of the Board as a whole; performance of the non-independentdirectors and performance of the Board Chairman.

15. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of theBalance Sheet.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Pradeep Misra (DIN: 01386739) director retiring by rotation in the ensuing AnnualGeneral Meeting being eligible offered himself for the reappointment. During the year Ms.Priyanka Tiwari Shukla (DIN: 01133494) appointed as Independent women director of theCompany w.e.f 30.05.2015 During the Mr. Vimalesh Prasad Mishra was appointed as Manager ofthe Company w.e.f 01.05.2015 and resigned on 12.02.02016. Mr Nilesh Kumar Jain wasappointed as Manager of the Company w.e.f. 12.02.2016. Besides this there was no changein the composition of the Board of Directors during the year.

During 31st March 2016 to on the date of notice Mr. Mukesh Kumar Chaubey ChiefFinancial officer resigned and Mr Vikas Verma Appointed as Chief Financial officer on 20thMay 2016. Ms Priyanka Tiwari Shukla Independent women Director resigned from theDirectorship of the Company and Ms. Arti Nigam appointed as Independent women Director ofthe Company with effect from 12th August 2016

17. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY’SSUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year there is no such company which has become or ceased to beCompany’s subsidiary joint venture or associate company under review.

18. SIGNIFICANT AND MATERIAL ORDERS

During the year under review there are no significant or material orders passed by theregulators or courts or tribunals impacting the going concern status and company’soperations in future.

19. CHANGE IN NATURE OF BUSNIESS

During the year there is no change in nature of business of the Company under review.

20. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rule 5(1) of Companies(Appointment and Remuneration) Rules2014 in respect of employees of the Company. a.The ratio of the remuneration of each director to the median remuneration of the employeesof the company for the financial year 2015-16 :

Sr. No. Name of Director Designation Ratio to Median Remuneration
1. Mr.Pradeep Misra Chairman & Director NIL
2. Mr.Prabhu Nath Misra Director NIL
3. Mr.Vinod Kumar Shisodia Independent Director NIL
4. Ms. Priyanka Tiwari Shukla Independent Director 0.37

*Median Salary (Annual) of employees for the Financial Year 2015-16 is Rs 801580/-. b.The percentage increase in remuneration of each Director Chief Executive Officer ChiefFinancial Officer Company Secretary or Manager if any in the financial year 2015-16:

Sr. No. Name of Director Designation % Increase in remuneration
1. Mr.Pradeep Misra Chairman & Director NIL
2. Mr.Prabhu Nath Misra Director NIL
3. Mr.Vinod Kumar Shisodia Independent Director NIL
4. Ms. Priyanka Tiwari Shukla Independent Director NIL
5. Mr.Rahas Bihari Panda Company Secretary 12%
6. Mr.Mukesh Kumar Chaubey Chief Financial Officer NIL
7. Mr.Vimalesh Prasad Mishra Manager NIL
8. Mr. Nilesh Kumar Jain Manager NIL

c. The percentage increase in the median remuneration of employees in the financialyear 2015-16 is Not Applicable %.

d. The number of permanent employees on the rolls of company as on 31stMarch 2016 are 12

e. The explanation on the relationship between average increase in remuneration andcompany performance: The increase in remuneration is in line with the market trends.

f. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company:

Particulars Amount in Rs.
Remuneration of Key Managerial Personnel (KMP) during financial year 2015-16 (Aggregated) 1927957/-
Revenue from operations 42321142/-
Remuneration (as % of revenue) 4.55%
Profit before tax (PBT) 10540275/-
Remuneration (as % of PBT) 18.30%

g. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of theCompany as at the close of the current financial year and previous financial year:

Particulars Unit As at 31st March 2016 As at 31st March 2015 Variation
Closing Rate of share at BSE Rs. 22.60 31.05 (27.21)
EPS (Consolidated) Rs. 5.65 2.18 159.17%.
Market Capitalization Rs. in Lac 791 1086 (27.21)
Price Earnings Ratio(PE Ratio) ratio 4 14.24 (71.91%)

h. 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: NotApplicable The average increase in salaries of employees other than managerial personnelin 2015-16 Not Applicable. i. Comparison of each remuneration of the Key ManagerialPersonnel against the performance of the Company.

Name of KMP Designation Remuneration in Rs. Revenue In Rs. Remuneration (as % of revenue) Profits before tax (PBT) in Rs. Remuneration (as % of PBT)
Mr.Rahas Bihari Panda CS 801580/- 43216902/- 1.85% 10540275/- 7.60
Mr. Mukesh Kumar Chaubey CFO NIL NIL NIL NIL NIL
Mr.Vimalesh Prasad Mishra Manager 935330/- 43216902/- 2.16% 10540275/- 8.87
Mr. Nilesh Kumar Jain Manager 191047/- 43216902/- 0.44% 10540275/- 1.81

j. The key parameters for any variable component of remuneration availed by thedirectors: Not applicable

k. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year : Not applicable

l. Affirmation that the remuneration is as per the remuneration policy of the CompanyThe Company’s remuneration policy is driven by the success and performance of theindividual employees and the Company. Through its compensation package the Companyendeavors to attract retain develop and motivate a high performance staff. The Companyfollows a compensation mix of fixed pay benefits and performance based variable pay.Individual performance pay is determined by business performance and the performance ofthe individuals measured through the annual appraisal process. The Company affirmsremuneration is as per the remuneration policy of the Company.

The information required under Section 197 of the Act and the Rule 5(2) of Companies(Appointment and Remuneration) Rules2014 in respect of employees of the Company is asfollows:-

Employee in the Company in receipt of remuneration aggregating more than Rs.6000000 per annum being employed throughout the financial year and Rs.500000 or more per month being employed for part of the year. Name: Abhimanyu Londe
Designation : CEO FUND
Salary Drawn :1476000/-
Appointed Since Feb 2016
Employees in the Company who employed throughout the financial year or part thereof was in receipt of remuneration in that year which in the aggregate or as the case may be at a rate which in the aggregate is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the company NIL

21. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of theCompanies Act 2013 ( the "Act") in the prescribed Form MGT-9 is enclosedas Annexure to this report.

22. NUMBER OF MEETINGS OF THE BOARD

Eight (8) meetings of the Board of Directors of the Company were held during the year.For details of the meetings please refer to the Corporate Governance Report which formspart of the Annual Report.

23. INDEPENDENT DIRECTORS’ DECLARATION

The Company has received necessary declaration from Mr.Vinod Kumar Shisodia Ms.Priyanka Tiwari Shukla Independent Directors of the Company under Section 149(7) of theCompanies Act 2013 that he/she meets the criteria of independence laid down underSection 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligationsand Disclosure Requirements) regulations 2015. Further there has been no change in thecircumstances which may affect their status as independent director during the year.

24. COMPANY’S POLICY OF DIRECTORS’ APPOINTMENT AND REMUNERATION

Company’s policy on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under section 178(3) of the Act are available in website of thecompany under the heading investor zone at www.imcapitals.com. Further information aboutelements of remuneration package of individual directors is provided in the extract ofAnnual Return in Form MGT-9 enclosed as Annexure to this Report.

We affirm that remuneration paid to the Directors is as per the terms laid out in thenomination and remuneration policy of the Company.

25. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Company has formulated Code of Conduct for the Boardmembers and senior management personnel of the Company so that the Company’s businessis conducted in an efficient and transparent manner without having any conflict ofpersonal interests with the interests of the Company. All the members of the Board andsenior management personnel have affirmed compliance with the Code of Conduct.

Declaration by the Chairman

It is hereby declared that the Company has obtained from each individual member of theBoard of Directors and the Senior Management confirming that none of them has violated theconditions of the said Code of Conduct.

26. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Directors are related to each other within the meaning of the term "relative"as per Section 2(77) of the Act and SEBI(Listing Obligations and Disclosure Requirements)regulations 2015. Details given in Corporate Governance Report forming part of thisreport.

27. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The detail of Loan and Investments made by Company during the year as under:

Name Balance outstanding as on 31.03.2015 Loans/ Advance/ Investments during the year 2015-16 Balance outstanding as on 31.03.2016
IM+ Investments and Capital Pvt Ltd.(Wholly Owned Subsidiary) 249355000 111700000 279630000
Investment in unquoted Equity shares of Vinayaka Finlease Pvt Ltd Nil Rs.1314500 Rs.1314500
IM+ Realty Trust Nill Rs.1100000 Rs.1100000

28. TRANSACTIONS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188 in the prescribed Form AOC-2 are given in Annexure.

29. INTERNAL CONTROLSYSTEM AND THEIR ADEQUACY

The information about internal control systems and their adequacy is set out in theManagement Discussion & Analysis Report which is attached and forms part of thisReport.

30. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company’s process and policies for determining risktolerance and review management’s measurement and comparison of overall risktolerance to established levels. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuous basis.

31. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independentdirectors as detailed in the Corporate Governance Report which forms part of the AnnualReport.

32. VIGIL MECHANISM

The Company has established a vigil mechanism for adequate safeguards againstvictimization of directors and employees of the Company For details please refer to theCorporate Governance Report attached to the Annual Report.

33. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year the Non-Executive Independent Directors of the Company had nopecuniary relationship or transactions with the Company.

34. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees shareholders customers alliance partners and bankers for the continuedsupport given by them to the Company and their confidence reposed in the management.

BY ORDER OF THE BOARD OF DIRECTORS
Place: New Delhi Pradeep Misra
Date: 12.08.2016 Chairman
DIN:01386739