The Members of ECOM INFOTECH (INDIA) LIMITED
The Directors have pleasure in submitting their Report and Accounts for the year endedon 31st March 2018
|FINANCIAL RESULTS ||2017-18 ||2016-17 |
| ||(Rupees) ||(Rupees) |
|Net Sales / Income from operations ||6611984 ||513000 |
|Other income ||2053 ||- |
|Total Expenses ||6437547 ||2373461 |
|Interest ||- ||- |
|Profit / Loss after Interest but depreciation & taxation before ||176490 ||(1856021) |
|Depreciation ||8144 ||4740 |
|Provision for Taxation ||5030 ||- |
|Net Profit / Loss ||163316 ||(1863217) |
The General Reserve at the end of the year stands at Rs.(60.52) lakhs.
TRANSFER TO RESERVES
An amount of Rs.163316/- (Rupees One Lakhs Sixty Three Thousand Three Hundred SixteenOnly) is proposed to be carried to the reserves during the year ended 31st March 2018.
In view of insufficient profits the Directors do not recommend any dividend for thisyear.
The net turnover for the year under review amounted to Rs.6611984/- as compared toRs.513000/- last year.
FINANCIAL PERFORMANCE REVIEW AND THE STATE OF THE COMPANY S AFFAIRS
The operations of the company have slightly been reduced but Directors of the Companyare hopeful of better result in the coming year barring unforeseen circumstances. Thecompany has recently partnered with HPE for their Data Security Solutions.
MATERIAL CHANGES AFFECTING THE COMPANY:
There have been no material changes and commitments affecting the financial position ofthe company between the end of the financial year and the date of this report. There hasbeen no change in the nature of business of the company.
The Company has no public deposits as of date and will not accept any deposits withoutprior approval of the Statutory Authorities concerned.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of the provisions of the Act and the Articles of Association of the companyMs Priya Chaudhary Whole-time Director retires by rotation at the ensuing annual generalmeeting and being eligible offers herself for re-appointment.
Mr. Dalpat Anjaria Independent Director has declared and affirmed his compliance withthe independence criteria as mentioned in Section 149(6) of the Companies Act 2013 andregulation 25 of SEBI (Listing Obligations and Disclosure Requirement) 2015
As required under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the information on the particulars of the Directorsproposed for appointment/ re-appointment has been given in the Notice of the AnnualGeneral Meeting.
The company has received declaration from the Independent Directors confirming thatthey meet the criteria of independence as prescribed unbder section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the SEBI ( Listing Obligations andDisclosure Requirements) Regulations 2015 ( Listing Regulation )
Pursuant to the provisions of the Companies Act 2013 and provisions of Regulations ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the Directors individually as well asthe evaluation of the working of its Audit and Nomination cum Remuneration Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy to be followed as stated in theCorporate Governance Report.
During the year four Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
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 on March 31 2018 and state that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
ii. 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 of the Company for that period;
iii. the Directors have taken proper and sufficient care for 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;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
vi. there is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
M/s Gupta Raj & Co Chartered Accountants (FRN. 001687N) Statutory Auditor wereappointed in the last annual general meeting to hold office of Statutory Auditor of theCompany up to the Annual General Meeting for the financial year 2021-22.
Pursuant provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s V R Associates Company Secretaries to undertake the Secretarial Audit ofthe Company. The Secretarial Audit report is annexed herewith as Annexure A .
Our comments on the observations made in the Secretarial Audit Report are as under:
a. Independent Auditor appointment was made however due to some issues company is insearch of another Independent Auditor and shall comply with this requirement soon.
b. Communicating to BSE in 30 minutes s of announcement of results is practicallydifficult to comply with.
c. Since the company has very small operations Internal Auditors Reconstituted Auditcommittee
Full time company secretary CFO cannot be cost justified. Currently Mr AshwinChaudhary who is a qualified in Accounting and Finance is a licenced CPA from USA islooking after most of the financial and compliance requirements.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure B
RELATED PARTY TRANSACTIONS
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. ( Annexure C -AOC-2 )
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 Code has been placed on the Company s website www.Ecominfotech.biz . TheCode lays down the standard procedure of business conduct which is expected to be followedby the Directors and the designated employees in their business dealings and in particularon matters relating to integrity in the work place in business practices and in dealingwith stakeholders. All the Board Members and the Senior Management personnel haveconfirmed compliance with the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has established a vigil mechanism to be known as the WhistleBlower Policy for its Directors and employees to report instances of unethical behaviouractual or suspected fraud or violation of the Company s Code of Conduct. The aim of thepolicy is to provide adequate safeguards against victimization of whistle blower whoavails of the mechanism and also provide direct access to the Chairman of the AuditCommittee in appropriate or exceptional cases.
Accordingly Whistle Blower Policy has been formulated with a view to provide amechanism for the Directors and employees of the Company to approach the Ethics Counselloror the Chairman of the Audit Committee of the Company. The purpose of this policy is toprovide a framework to promote responsible and secure whistle blowing. It protectsemployees willing to raise a concern about serious irregularities within the Company.
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 Directors and the designated employees haveconfirmed compliance with the Code.
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT 2013
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the Company Secretary in advance.
The prescribed particulars of Conservation of Energy Technology Absorption do notapply to your Company. There are no foreign exchange earnings & outgo during the yearunder report.
ACCOUNTS & AUDITOR S REPORT
The observation made by the Auditors in their report has been duly Clarified /explained in the relevant notes forming part of the Annual Accounts which areself-explanatory.
REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance is attached to this Report.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy .The company does not have the requisite number of employees forconstitution of Internal Complaints Committee (ICC) under the said Act.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2017-18
No of complaints received: Nil No of complaints disposed off. Nil
The Board of Directors would like to extend their thankfulness to Banks employeeclients and Shareholders of the Company for their continued support besides government atall levels
|For and on Behalf of the Board of Directors. ||For and on Behalf of the Board of Directors. |
|Sd/- ||Sd/- |
|MANAGING DIRECTOR ||DIRECTOR |
|Ashwin Chaudhary ||Priya Chaudhary |
|(DIN 00365164) ||DIN 00365261 |
|Place : Mumbai || |
|Date : 30th May 2018 || |