Your Directors have pleasure in presenting their 22nd Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2015.
1. FINANCIAL RESULTS:
|Particulars (Standalone) || |
(Amount in INR/Hundred)
| ||2014-15 ||2013-14 |
|Total Income ||178014038 ||1177372.69 |
|Total Expenditure ||173999541.68 ||1174847.08 |
|Profit before exceptional items and Tax ||4014496 ||2525.60 |
|Less: Exceptional items ||- ||- |
|Profit before Tax ||4014496.33 ||2525.60 |
|Less: Current Tax (Net of MAT Credit) ||764962 ||481.26 |
|Previous Year Tax ||- ||- |
|Deferred Tax ||(132466) ||(1164.68) |
|Profit For the Year ||3385209 ||3209.024 |
|Earning per Equity Share (Face Value: Rs. 5/-) || || |
|Basic ||0.16 ||0.02 |
|Diluted ||0.16 ||0.02 |
Your directors have decided to deployed back the profits earned during the year andtherefore not declared any dividend for the current financial year.
There are no amounts transferred to Reserves during the year under review. Howevercredit balance of Profit and Loss Account is transferred to Reserves and Surplus inBalance Sheet.
4. INFORMATION ON THE STATE OF COMPANYS AFFAIR (COVERED UNDER INDUSTRY STRUCTUREAND DEVELOPMENT OF MANAGEMENT DISCUSSION AND ANALYSIS):
Inanna Fashion and Trends Ltd (Formerly known as Frontline Business Solutions Ltd) isin the business of providing value added "One Stop Shop" solutions for Humanresource services and Trading. Amongst the various areas we encompass Staffing Sales& Marketing of telecom & financial products Human Resources Management SolutionsKPO & BPO Solutions Outbound Call Centers Back Office Processes and EventManagement etc.
One of the key motives to diversify into an unrelated sector is to hedge your betsagainst the risks of economic or cyclical downturns that impact certain industries. If oneof your businesses struggles through a seasonal year-long or multi-year dip businessesin unrelated categories could still thrive. This diversification helps you protect againstmajor pitfalls of business downturns. This is the major reason that we are in the processof diversifying into the innerwear business. In regards to this diversification we arecurrently undertaking a detailed feasibility report on the industry competition and thestrategy for complete future business operations. We are still discussing the minordetails for executing the project and shall let the various stakeholders
5. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
6. DIRECTORS RESPONSIBILITY STATEMENT:
As per the clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 theDirectors' state that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation 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; and
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.
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.
7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary joint ventures and associate company.
During the financial year 2014-15 your Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
9. SHARE CAPITAL:
The Paid-up Equity Share Capital as on March 31 2015 was Rs. 106620390/- comprising21324078 Equity Shares of Rs. 5/- each.
10. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy duly approved by the Board and isoverseen by the Audit Committee of the Company on a continuous basis to identify assessmonitor and mitigate various risks to key business objectives.
11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by Clause 49 of the Listing Agreements with Stock Exchanges the Managementdiscussion and Analysis Report which forms part of this Annual Report.
13. CORPORATE GOVERNANCE:
The Company is committed to good corporate governance in line with the ListingAgreement and Inanna Fashion and Trends Limited (Formerly known as Frontline BusinessSolution Limited) as corporate governance norms. The Company is in compliance with theprovisions on corporate governance specified in the Listing Agreement with BSE. TheCompliance certificate from M/s. P. C. Baradiya & Co. Chartered Accountants regardingcompliance of conditions of corporate governance as stipulated in Clause 49 of the Listingagreement has been annexed with the report.
14. BUSINESS RESPONSIBILITY REPORT:
Pursuant circular no. CIR/CFD/DIL/8/2012 dated 13th August 2012 issued bySecurities and Exchange Board of India (SEBI) Clause 55 of the Listing Agreement relatingto Business Responsibility Report is not applicable to the Company.
15. PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2014-2015 nocomplaints were received by the Company related to sexual harassment.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Natwar Balkrishna Sureka (DIN:01296522) Managing Director of your Company wasre-appointed for a period of 5 (five) years commencing from June 20 2013 to June 19 2016by the shareholders of the Company at 21st AGM of your Company held onSeptember 29 2014.
Further Mr. Brijkishore K. Ruia (DIN: 00309420) was appointed as Independent Directoron the Board of Directors of your Company at 21st AGM of your Company held onSeptember 29 2014 to hold office upto 5 (five) consecutive years.
Further in compliances with the provisions of Section 149(3) of the Companies Act2013 the Board has Mrs. Manju Natwar Sureka (DIN: 01362461) as a Woman Director on theBoard.
17. DECLARATION OF INDEPENDENT DIRECTOR:
The Company has received declaration from Independent Director that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Clause 49 of theListing Agreement with the Stock Exchanges.
18. EVALUATION OF BOARDS PERFORMANCE:
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working if itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
19. BOARD AND BOARD COMMITTEES:
The details of Board Meetings held during the year attendance of the directors at themeetings and details of all the Committees along with their charters composition andmeetings held during the year are provided in the "Report on CorporateGovernance" a part of this Annual Report.
20. MANAGERIAL REMUNERATION:
Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as "Annexure A".
The details of remuneration paid to the Managing Director of the Company are given inForm MGT-9 forming part of the Directors Report.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not granted any loans or given guarantees or made any investmentscovered under the provisions of Section 186 of the Companies Act 2013
22. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is not required to develop and implement any Corporate SocialResponsibility initiatives as the said provisions are not applicable.
23. RELATED PARTY TRANSACTIONS:
During the financial year 2014-15 your Company has not executed any transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014. During the financial year2014-15 there were no transactions with related parties which qualify as materialtransactions under the Listing Agreement.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are as below:
Energy Conservation: During the period under review there was no Energyconservation
Technology Absorption: During the period under review there was no TechnologyAbsorption.
Foreign Exchange Earnings and Outgo: During the period under review there was noforeign exchange earnings or out flow.
26. STATUTORY AUDITORS:
The Company pursuant to section 139 of the Companies Act 2013 and rules framedthereunder in the previous Annual General Meeting held on 29th September 2014had appointed M/s. P. C. Baradiya & Co. Chartered Accountants as the Auditor of theCompany who shall hold office till the conclusion of sixth Annual General Meeting of theCompany on such remuneration as may be determine by the Board after discussion with AuditCommittee and the Auditors.
M/s. P. C. Baradiya & Co. have express their willingness to get re appointed as theStatutory Auditor of the Company and has furnished a certificate of their eligibility andconsent under section 141 of the Companies act 2013 and the rules framed thereunder. Asrequired under Clause 49 of the Listing Agreement the auditors have also confirmed thatthey hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.
The Board recommends ratification of the appointment of M/s. P. C. Baradiya & Co.Chartered Accountants Mumbai at the ensuing Annual General Meeting of the Company.
27. AUDITORS OBSERVATION & REPORT:
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
28. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has M/s. MihenHalani & Associates for conducting secretarial audit of the Company for the financialyear 2014-2015.
The Secretarial Audit Report is annexed herewith as "Annexure B".
Boards Reply of the comments in the Secretarial Audit Report:
|The Company had no Company Secretary & Chief Financial Officer as required under the provision of Sec 203 of the Companies Act 2013. ||The Company is looking for the fit and proper candidature for the position of CS and CFO as per allocated budget to comply with Section 203(1) of the Companies Act 2013. |
|The Company has not appointed Independent Directors as required under Sec 149 of Companies Act 2013 and Clause 49 of Listing Agreement. ||The Company is in process of identifying a suitable profile for appointment a Non - Executive and Independent Director. |
|The composition of the Board of Directors is not in consonance with Clause 49 of the Listing Agreement and Sec 152(6) Of Companies Act 2013. ||The Company is in process of appointing a Non - Executive and Independent Director. |
|The Composition of Audit committee and Nomination and remuneration Committee is not adequate and proper. ||The said non compliance is due to non appointment of Independent Director on the Board. The Company is in process of appointing a Non - Executive and Independent Director. |
|The Company during the financial year has not published its results and notice of the Board Meeting as required under Clause 41 of the listing agreement in newspapers. ||The Company publishes the results on BSE website. The relevant documents are already in public domain. |
|The Company has not filed MGT 14 for the approval of financial results for the quarter ended June 2014. ||Due to administrative inconvenience company inadvertently oversight the said compliance. |
|The Company has re-appointed Mr. Natwar Sureka as Managing Director for a period of Five years. The Company has not filed e-form MR-1 with the Registrar of Companies. Further the Company has not disclosed details as required under Schedule V of the Companies Act 2013 in the explanatory Statement of the resolution. ||The non-filing of relevant form was not intentional and the same is being filed. Further the Company has made necessary disclosures about the Managing Director in the "Report on Corporate Governance" a part of this Annual Report for the year ended 31st March 2015. |
|It was observed that occasionally the Company has used letterhead not having CIN. ||The same is not intentional. The company has printed letterheads with CIN no and also using the same. However occasionally one of the employee has used old letterheads resulting non-compliance of the relevant provisions. Now we have discarded all old letterheads so that no one can have access to the same. |
|The website of the Company is not updated. The website does not have details of financial data policies as required under the Listing Agreement. ||The Company is in process of updating the website and will update the details as required under Listing Agreement. |
|The Company has not appointed internal auditor as required under Sec 138 of the Companies Act 2013. ||The Company will finalized the said appointment in the current financial year 2015-2016. |
|As there is only one Independent Director on the Board of the Company separate meeting of Independent Directors was not possible. ||The Company is in process of appointing a Non - Executive and Independent Director. |
|The Company has changed its name from Frontline Business Solutions Limited to Inanna Fashion and Trends Limited. The change of name of the Company in the records of BSE is pending. ||The Company has already filed an application with BSE for change of name of the Company and it is under process |
|As informed to us by the management a case is going on the company in the High Court of Judicature ||The Company had already allowed inspection of statutory register and records of the company to Mr. Anil Kumar Poddar. The representative of the |
|at Bombay by Anil Kumar Poddar Shareholder of the company having Shares in DPID No.IN3002l4/Client Id regarding not allowing inspection of statutory register and records of the company. ||Company attends the matter in the High Court. |
|During the year the Company has received following show-cause notice: ||The observation made is self-explanatory and hence do not call for any further comments. |
|(i) from Ministry of Corporate Affairs for Compliant of Non-receipt of Annual Report and || |
|(ii) from Securities and Exchange Board of India a) Disclosures in the Scrip of FBSL. b) Delay in processing of share transfer requests. The Company has duly replied to the show cause notice to Securities and Exchange Board of India. But the Company has no records of reply to the show cause notice of Ministry of Corporate Affairs. || |
|Financial results for the quarter/year ended March 2015 under Clause 41 of the Listing Agreement were submitted with delay of 3(three) days. Further the Company has paid penalty for Non-compliance to Bombay Stock Exchange on July 22 2015. ||The observation made is self-explanatory and hence do not call for any further comments. |
|Annual Report for financial year ended 31st March 2014 under Clause 31 of the Listing Agreement were submitted with delay of 3 (three) days. Further the Company has paid fine for late submission to Bombay Stock Exchange on February 11 2015. ||The observation made is self-explanatory and hence do not call for any further comments. |
|The Company has given newspaper notice for Annual general Meeting in English newspaper 'the Free Press Journal' and Regional Marathi Newspaper 'Navshakti'. The Company has failed to give notice in regional newspaper in the principal vernacular language of the district in which the registered office of the company. ||The Board has taken on record observation made by the Secretarial Auditor and now the Company will publish the notice in the principal vernacular language of the district |
29. EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexureC" to this Report.
30. CHANGE IN NAME AND MAIN OBJECT OF THE COMAPANY:
During the year under review the name of the Company has been changed from M/s.Frontline Business Solutions Limited to M/s. Inanna Fashion and Trends Limited. Withcontinuing the existing business activity the Management has diversified its businessactivities in the fashion industry which includes trading in men's wear and women's wearincluding inner wears and beauty and personal care products.
Your Directors thank the Company's bankers financial institutions Central Governmentother government authorities and shareholders for their consistent support to the Company.The Directors also sincerely acknowledge to the significant contributions made by allstake holders for their dedicated services and support to the Company.
|On behalf of Board of Directors || |
|Sd/- ||Sd/- |
|Natwar Sureka ||Manju Sureka |
|Managing Director ||Director |
|Place: Mumbai || |
|Date: 14/08/2015 || |