Your directors have pleasure in presenting the Annual Report of theCompany along with the Audited Statement of Accounts for the year ended 31stMarch 2021.
1. Financial results:
(Amoun in INR)
|Particulars ||31-03-2021 ||31-03-2020 |
|Total Income including other income ||244087 ||387013 |
|Depreciation ||0 ||0 |
|Total Expenditure ||(1112517) ||(1364689) |
|Profit(Loss) before Tax ||(868430) ||(977676) |
|Provision for Tax ||0 ||0 |
|Profit(Loss) after Tax ||(868430) ||(977676) |
|Prior Period Adjustments ||0 ||0 |
|Balance Brought Forward || || |
|Security Premium ||3785500 ||3785500 |
|Surplus in the Profit& Loss Account ||(10455068) ||(9477392) |
|Add : Profit/(loss) for the year ||(868430) ||(977676) |
|Balance carried to Balance Sheet ||(7537998) ||(6669568) |
2. Covid-19 Updates
As the world at large and our country continues to grapple with theCovid-19 pandemic the Company s first and foremost objective has been to protect thehealth and safety of the staff at the office of the Company.
The Company has ensured that it strictly follows the directives issuedby the Government of India/State Governments and has adopted several measures to ensurethe safety and well-being of all its employees including providing IT infrastructure andconnectivity to enable them to work from home. The Company has taken several precautionarymeasures which will remain in force till the pandemic is over.
3. Performance & results:
During the year under review the Company has incurred losses of Rs868430/- as against a loss of Rs. 977676/- in the previous year.
4. Operations and future plans:
The Company during the year under review could not conduct any businessactivity due to the unfavourable market conditions and lack of sufficient funds.
5. Changes in the nature of business if any:
There has been no material change in the nature of business during theperiod under review.
In view of the Accumulated Loss as stated above the Board of Directorsregrets their inability to recommend payment of any dividend for the year under review.
The Company has not accepted any deposits from the public and no amountof principal or interest on fixed deposits was outstanding as on the Balance sheet date.
In terms of Section(s) 149 152 and all other applicable provisions ofthe Companies Act 2013 for the purpose of determining the directors liable to retire byrotation the Independent Directors are not included in the total number of Directors ofthe Company. Accordingly Mr. Jasmine Parekh (DIN:06507112) Director of the Company shallretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment as a Director of the Company.
Brief profile of the Director proposed to be re-appointed as requiredunder Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is part of the Notice convening the Annual General Meeting.
9. Key managerial personnel:
During the year under review the Company Mr. Mukesh Jadhavwas appointedas Chief Financial Officer w.e.f 10th December 2019 who has resigned as CFOof the Company on 13th February 2021 and the vacancy was filled in byappointing Ms. Bhagyashree Prakash Naik as CFO w.e.f 13th February 2021.
10. Remuneration to directors:
During the year under review the Company has not paid any remunerationand sitting fees to any of the Directors of the Company in view of the losses incurred bythe Company.
11. Remuneration policy:
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report.
12. Declaration by independent directors:
The Company has received declarations from the independent directorsthat they meet the criteria of independence as prescribed under sub-section (6) of Section149 of the Companies Act 2013 and under regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
13. Meetings of board and committees:
During the year under review the Board met Five (5) times i.e. on 20thJune 202030th July2020 21st August 2020 12thNovember 2020 13th February2021 Details of all Board Committees along withtheir composition and meetings held during the year under review are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
In addition to the above during the year under review the Non-ExecutiveIndependent Directors of the Company met on13th February 2021 without theattendance of Executive and Non- Independent Directors and the members of the Management.During the said meeting the following points were discussed:
Performance of Non-Independent Directors and the Board as a whole
Performance of the Chairperson of the Company considering the views ofExecutive Directors and Non-Executive Directors
14. Performance evaluation of board committees & directors:
Pursuant to the provisions of the Companies Act 2013 and Regulation16(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 of theListing Agreement the Board has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Stakeholders Relationship Committees.
15. Directors responsibility statement:
The Board of Directors here by confirms:
(i) in the preparation of the annual financial statements for the yearended March 31 2021 the applicable accounting standards had been followed along withproper explanation relating to material departures if any;
(ii) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Loss of the company for that period.
(iii) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.
(iv) the directors had prepared the annual accounts on a going concernbasis.
(v) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and
(vi) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
At the Annual General Meeting (AGM) held on 28th September2018 M/s MVK Associates Chartered Accountants Mumbai were appointed as statutoryauditors of the Company to hold office till the conclusion of the AGM to be held in theyear 2023. In terms of the provision of Section 139of the Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has appointed M/s. PRS & Associates a firm of Company Secretariesin Practice to undertake the Secretarial Audit of the Company for the financial year2020-21. The Secretarial Audit Report (MR-3) is annexed herewith as Annexure-A.
17. Auditors Report:
The notes on financial statements referred to in the Auditors Reportare self - explanatory and do not call for any other comments. The Auditor s Report doesnot contain any qualifications reservations or adverse remarks.
The Secretarial Audit Report does not contain any qualificationreservation or adverse remark. The Company is incompliance with the Secretarial Standardsspecified by the Institute of Company Secretaries of India.
18. Particulars of loans guarantees or investments:
No Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given by the Company during the year underreview.
19. Particulars of employees:
There were no employees during the whole or part of the year who werein receipt of remunerationin excess of limits as covered under the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Further there were no employees to whom the gratuity or any otherretirement benefits were payable by the Company.
20. Particulars of contracts or arrangements with related parties:
During the year under review the Company has not entered intocontracts or arrangements with related parties referred to in sub-section (1) of section188 of the Companies Act 2013.
Since the Company has no subsidiaries provisions of section 134 (3)(q) of the Companies Act 2013 read with Rule 8(5)(iv) of Cost (Accounts) Rules 2014arenot applicable.
22. Industrial Relations:
The industrial relations continued to be generally peaceful and cordialduring the year. Your directors recognize and appreciate the sincere and hard workloyalty dedicated efforts and contribution of all the employees during the year.
23. Transfer of amounts to investor education and protection fund(IEPF):
Your Company did not have any funds lying unpaid or unclaimed for aperiod of seven years. Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF).
24. Amount transfer to reserves:
During the year under review the Company has incurred losses andtherefore no profit has been transferred to Reserves pursuant to the provisions of section134(3) (j) of the Companies Act 2013.
25. Corporate governance:
In terms of Clause 15(2)(a) of SEBI(LODR) Regulations 2015 thecompliance with the Corporate Governance provisions as specified in Regulations 17 to 27and clauses (b) to (i) of sub regulation (2) of Regulation 46 and para -C D and E ofschedule V are not applicable to the Company. However the Company has been observing bestcorporate governance practices and is committed to adhere to the Corporate Governancerequirements on-going basis.
25. Annual return:
The Annual Return for the year ended 31stMarch 2021 in formMGT 7 is available on the company s website http://www.ibinfotech.net.in/
26. Corporate social responsibility initiatives:
The provisions of section 134 (3)(o) and 135(1) of the Companies Act2013 read with Rule 8 of Companies (CSR) Rules is not applicable to the Company as it isnot falling under the criteria mentioned in the Act.
27 . Risk Management Policy
The Company follows a proactive risk management policy aimed atprotecting its assets and employees which at the same time ensuring growth and continuityof its business. Further regular updates are made available to the Board at the Boardmeeting and in special cases on ad-hoc basis.
28. Conservation Of Energy & Technology Absorbtion:
Since the Company does not h a v e a manufacturing unit provisions ofSection 134(3)(m) of the Companies Act 2013 read with Rule 8(3)(A) & (B) of theCompanies (Accounts) Rules 2014 as amended from time to time regarding conservation ofenergy and technology absorption is not applicable.
29. Foreign Exchange Earnings And Outgo:
During the year under review there were no Foreign Exchangetransactions.
30. Internal control systems and their adequacy:
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.
31. Vigil mechanism / whistle blower policy:
The Company has a Vigil mechanism and Whistle blower policy (WBP) todeal with the instance of fraud and mismanagement if any; The Whistle Blower Policy isdiscussed in the report of Corporate Governance.
32. Significant and material orders passed by the regulators / courtsif any:
There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of your Company and its futureoperations.
33. Material Events Occurring After Balance Sheet Date:
During the year under review there were no other material events andcommitments affecting financial position of the Company occurring after Balance sheetdate.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review. During the year under review there were no cases filed or reportedpursuant to the sexual harassment of women at Workplace (Prevention Prohibition andRedressal) Act 2013.
35 Listing With Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for theyear 2021-2022to the BSE where the Company s Shares are listed. Acknowledgements:
Your directors express their appreciation for the dedicated and sincereservices rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued supportand co-operation extended by them.