The Directors have pleasure in presenting their THIRTY FOURTH ANNUAL REPORT on thebusiness and operations of the Company for the year ended 31st March 2016.
|Particulars ||31.03.2016 ||31.03.2015 |
|Income from sales & Other Sources ||1073763173 ||132786138 |
|Expenses & Depreciation ||1072047263 ||125763351 |
|Net Profit/ (Loss) before Taxation ||1715910 ||7022787 |
|Provision for Taxation ||546200 ||2228000 |
|Deferred Taxation Assets ||15979 ||(2628) |
|Profit/ (Loss) after Taxation ||562179 ||2225372 |
The Companys Profit before tax is 546200/- during the current financial yearended on 31.03.2016 as compared to 2228000/- in previous year ended on 31.03.2015.
Board of Directors does not recommend any dividend for the year under review.
TRANSFER TO RESERVES:
During the current financial year there were no transfers made to reserves.
CHANGE(S) IN THE NATURE OF BUSINESS IF ANY:
There is no change in the nature of business carried on by the Company. The Company hasnot changed the class of business in which the Company has an interest.
The Companies Act 2013 provides for the appointment of independent directors.Sub-section (10) of Section 149 of the Companies Act 2013 provides that independentdirectors shall hold office for a term of up to five consecutive years on the board of acompany; and shall be eligible for re-appointment on passing a special resolution by theshareholders of the Company.
Further according to Sub-section (11) of Section 149 no independent director shall beeligible for appointment for more than two consecutive terms of five years. Sub-section(13) states that the provisions of retirement by rotation as defined in Sub-sections (6)and (7) of Section 152 of the Act shall not apply to such independent directors.
During the year under review the following directors was on the Board of thecompany:
|Sr. No. ||Name of Director ||Designation ||Date of Appointment |
|1 ||Mr. Kamal Nayan Sharma ||Managing Director ||25/10/2011 |
| || ||(w.e.f. 14/02/2014) ||(Managing Director w.e.f. 14/02/2014) |
|2 ||Mr. Mukunnd Bhardwaj ||Executive Director & Chief Financial Officer ||10/10/2013 |
| || || ||(Chief Financial Officer w.e.f. 30/05/2015) |
|3 ||Ms. Varsha Murarka ||Independent Director ||13/02/2012 |
|4 ||Mr. Harish Joshi ||Additional Director (Independent Director) ||13/02/2016 |
During the year under review the following changes took place on the Board of thecompany:
*Mr. Harish Joshi Appointed as an Additional Director of the Company on 13/02/2016.*Mr Pankaj Dawar ceased to be a Director of the Company w.e.f. 30.09.2015.
*Ms. Deepa Dalmia ceased to be a Director of the Company w.e.f. 23.10.2015.
*Mr. Nitesh Choudhary resigned from the post of Company Secretary w.e.f. 01.01.2016.
RETIRE BY ROTATION:
Mr. Kamal Nayan Sharma (DIN 03405150) Director who retires by rotation and beingeligible offers himself for reappointment as Director of the Company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT.
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year of the Company and the date of the report.
During the year under report the company has neither invited nor accepted any publicfixed deposits within the meaning of Section 73 and 74 of the Companies Act 2013 andrules made there under.
MANAGEMENTS DISCUSSION AND ANALYSIS:
Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges inIndia is presented in a separate section forming part of the Annual Report as Annexure I.
Your Company has taken adequate steps to ensure that all mandatory provisions ofCorporate Governance in terms of Regulation 34 (3) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 with BombayStock Exchange Limited have been complied with.
A separate report on Corporate Governance along with certificate from the StatutoryAuditors of the Company regarding the compliance of conditions of corporate governance asstipulated under Regulation 34 (3) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 forms a part of this AnnualGeneral Meeting as Annexure II.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In pursuant of the provisions of Section 135 of the Companies Act 2013 the CSRprovision are not applicable to the Company.
During the year under review your Company has re-issued/re-allotted 2148490 EquityShares of Re.1/- to CRB Trustee Ltd. Details of Directors shareholding as on March 312016 are mentioned in the Corporate Governance Report which forms a part of this AnnualReport.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 as on March 31 2016 is attached as AnnexureIII to this Report.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7 times during the financial year 2015-16. The details of the meeting arefurnished in the Corporate Governance Report that forms part of this Annual Report.
The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013.
DIRECTOR`S RESPONSIBILITY STATEMENT:
As per Section 134 (5) of the Companies Act 2013; the Board of Directors to the bestof their knowledge and ability confirm that:
1. In preparation of the annual accounts for the financial year ended March 31 2016the applicable accounting standards have been followed.
2. The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
3. The directors have 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.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
6. The directors have laid down internal financial controls which are adequate and areoperating effectively.
A. Statutory Auditors-
M/s. Sanjay N. Shah & Co. Chartered Accountants (FRN: 124897W) are propose to bere-appointed as Statutory Auditors of the Company from the conclusion of the (34th AGM)ensuing Annual General Meeting till the conclusion of the sixth Annual General Meeting asrequired under section 139 (1) of the Companies Act 2013 company has obtained a writtenconsent from M/s. Sanjay N. Shah & Co. to such appointment and also a Certificate tothe effect that their appointment if made would be in accordance with section 139 (1) ofthe Companies Act 2013 and the rules made there under.
There is no qualification reservation or adverse remarks made in the StatutoryAuditors Report.
B. Secretarial Audit Report:
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of M/s. Vinesh K Shah Company Secretary in Practice Mumbai(Mem. No. 6449 and COP No.: 7000) to conduct the Secretarial Audit of the Company for thefinancial year ended March 31 2016.
The report of the Secretarial Auditor is appended as Annexure IV.
Explanation or Comments on every qualification reservation or adverse remark made bythe Company Secretary in practice in the Secretarial Audit Report.
C. Internal Auditor Report:
M/s. Dularesh K. Jain & Associates Chartered Accountants (FRN: 139701W) havecarried out the internal audit for the Financial Year 2015-16. The Report is based on thebooks of accounts and other records of the Company.
LISTING OF SHARES:
The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE)further the Company has paid necessary listing fee to BSE as per the Listing Agreement.The Company during the year have re-allotted shares and the same are under the process oflisting.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any in staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
RISK MANAGEMENT POLICY:
The Company has developed and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Audit Committee and the Board periodicallyreviewed the risk assessment and minimization procedures as required Schedule V of AnnualReport (Regulations 34 (3) and 53 (f) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 so as to ensure thatrisk is controlled by the Executive Management.
NOMINATION AND REMUNERATION POLICY:
The Board has adopted on recommendation of the Nomination & RemunerationCommittee a policy for selection and appointment of Directors Senior Management andtheir remuneration. A brief detail of the policy is given in the Corporate GovernanceReport and also posted on the website of the Company i.e.www.indianinfotechandsoftwareltd.com.
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.
Further during the year 2015-16 no complaints were received by the Company related tosexual harassment.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitewww.indianinfotechandsoftwareltd.com.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with theCode.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place an established internal control system designed to ensureproper recording of financial and operational information compliance of various internalcontrols and other regulatory and statutory compliances. Services of internal auditors areutilized from time to time as also in-house expertise and resources. The Companycontinuously upgrades these systems in line with the best available practices. InternalAudit is conducted throughout the organization by qualified independent Internal Auditors.Findings of the Internal Audit Report are reviewed by the Management and by the AuditCommittee of the Board and proper follow up actions are ensured wherever required.
ADDITIONAL INFORMATION REQUIRED UNDER THE NON-BANKING FINANCIAL COMPANIES (RESERVEBANK) DIRECTIVES 1998:
The relevant provisions for disclosure in the Directors Report of Non-BankingFinancial Companies (Reserve Bank) Directions 1998 issued by the Reserve Bank of Indiaare not applicable as the Company is not holding any public deposits.
SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company do not have any Subsidiary Joint venture or Associate Company during theperiod under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
A. Policy On Directors' Appointment And Remuneration
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2016 the Board consists of 4 members. Out of which one is theManaging Director One is Executive Director & CFO one Independent Directors and oneAdditional Independent Director on the Board of the Company.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining Experience qualifications positive attributes independence ofa director and other matters provided under Subsection (3) of Section 178 of the CompaniesAct 2013 adopted by the Board are stated in this Board report. We affirm that theremuneration decision to the directors is subject to approval and as per the terms laidout in the nomination and remuneration policy of the Company.
B. Declaration By Independent Directors
All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as Director in terms of Section 164 (2) of the Companies Act 2013.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and as perSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. Further In compliance with Schedule IV to the Companies Act 2013 andregulation 25(3) of the SEBI Listing Regulations 2015 the independent directors heldtheir separate meeting on 13th February 2016 without the attendance of non-independentdirectors and members of Management inter alia to discuss the following:
i) review the performance of non-independent directors and the Board as a whole;
ii) review the performance of the Chairperson of the Company taking into account theviews of executive directors and non-executive directors;
iii) assess the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties; and
iv) review the responsibility of independent directors with regard to internalfinancial controls.
All independent directors were present at the meeting deliberated on the above andexpressed their satisfaction on each of the matters.
At the time of appointment of an Independent Director the Company issued a formalletter of appointment outlining his / her role function duties and responsibilities as adirector. The formal letter of appointment is available at the website of the Company i.e.www.indianinfotechandsoftwareltd.com.
C. Familiarization programme for Independent Director
The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.
D. Training Of Independent Directors
Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the Company's strategy operations policies service offerings marketsorganization structure finance human resources technology quality facilities and riskmanagement.
The Company has organized the following workshops for the benefit of Directors andIndependent Directors:
(a) a program on how to review verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act 2013; and
(d) SEBI Insider Trading Regulation 2015;
(e) NBFC norms and regulation applicable on the Company.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment as a director.
E. Key Managerial Personnel
During the period under review Mr. Nitesh Choudhary ceased to be Company Secretary ofthe Company w.e.f. 01.01.2016. Also Mr. Mukund Bhardwaj Executive Director of theCompany was re-designated as Chief Financial Officer of the Company w.e.f 30.05.2015
COMPLIANCE UNDER COMPANIES ACT 2013:
Pursuant to Section 134 of the Companies Act 2013 read with rules Companies (Accounts)Rules 2014 your Company complied with the compliance requirements and the detail ofcompliances under Companies Act 2013 are enumerated below:
a. Board Evaluation:
As per Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates the Board shall monitor and review the Boardevaluation framework. As per Section 134 (p) of the Companies Act 2013 states that aformal annual evaluation needs to be made by the Board of its own performance and that ofits committees and Independent Directors. Schedule IV of the Companies Act 2013 statesthat the performance evaluation of Independent Directors shall be done by the entire Boardof Directors excluding the Director being evaluated. None of the Independent Directorsare due for re-appointments.
b. Particulars of Employees:
None of the employees of the Company is in receipt of remuneration prescribed underSection 197(12) of the Companies Act 2013 read with the Companies (Particulars ofEmployees) Rules 1975. Thus furnishing of particulars under the Companies (Particularsof Employees) Rules 1975 does not arise.
c. Particulars of Loans Guarantees or Investments:
As on March 31 2016 there were no outstanding loans or guarantees covered under theprovisions of Section 186 of the Companies Act 2013.
d. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:
Particulars with respect to conservation of Energy Technology Absorption and ForeignExchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies(Accounts) Rules 2014 is set out hereunder:
|Sr. No. ||Particulars ||Disclosures |
|1. ||Conservation of Energy and Power Consumption ||Your Company has continued to accord priority to Conservation of energy and is continuing its efforts to utilize energy more efficiently |
|2 ||Technology Absorption and Research & Development ||Your Company has not absorbed or imported any technology and no research and development work is carried out. |
| || ||Earnings ||Exports of Goods ||US $: Nil |
|3. ||Foreign Exchange || || ||Rs.: Nil |
| || ||Outgo ||Nil ||Nil |
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status during the year and Company's operations infuture.
COMMITTEES OF THE BOARD:
Currently the Board has five committees:
1. Audit Committee
2. Nomination and Remuneration Committee 3. Stake Holders Relationship Committee 4.Share Transfer Committee 5. Risk Management Committee.
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
As part of the Green Initiative in Corporate Governance the Ministry of CorporateAffairs ("MCA") Government of India through its Circular Nos. 17/2011 and18/2011 dated April 21 2011 and April 29 2011 respectively has allowed companies tosend official documents through electronic mode.
Like the previous year electronic copies of the Annual Report and Notice of the 34thAnnual General Meeting are sent to all the members whose email addresses are registeredwith the Company/Depository Participant(s) for communication purposes. For members whohave not registered their email addresses physical copies of the Notice and Annual Reportare sent in the permitted mode. Members requiring physical copies can send a request tothe Company.
The Directors wish to express their appreciation for the continued co-operation of theCentral and State Governments Registers bankers financial institutions Share TransferAgents. The Directors also wish to thank all the employees for their contribution supportand continued co-operation throughout the year.
| || ||ON BEHALF OF THE BOARD OF DIRECTORS |
|Date: 13.08.2016 || || |
| ||Sd/- ||Sd/- |
| ||Kamal Nayan Sharma ||Harish Joshi |
|Reg. Office: ||Managing Director ||Director |
|Room No.122 1st Floor Sitladevi Chs Ltd ||(DIN 03405150) ||(DIN 00220126) |
|D N Nagar Ambivali || || |
|Andheri (W) Mumbai 400053 || || |