Your Directors have pleasure in presenting the Annual Report of the Company along withthe Audited Statement of Accounts for the year ended 31st March 2019.
1. FINANCIAL RESULTS:
| || ||(Amount in Rs) |
|Particulars ||31-03-2019 ||31-03-2018 |
|Total Income including other income ||450013 ||623824 |
|Depreciation ||0 ||0 |
|Total Expenditure ||(1207154) ||(1111041) |
|Profit/ (Loss) before Tax ||(757141) ||(482717) |
|Provision for Tax ||0 ||0 |
|Profit/(Loss) after Tax ||(757141) ||(482717) |
|Prior Period Adjustments ||0 ||0 |
|Balance Brought Forward || || |
|Security Premium ||3785500 ||3785500 |
|Surplus in the Profit& Loss Account ||(8720250) ||(8237533) |
|Add : Profit/(loss) for the year ||(757142) ||(482717) |
|Balance carried to Balance Sheet ||(5691892) ||(4934750) |
2. PERFORMANCE & RESULTS:
During the year under review the Company has incurred losses of Rs. 757142/- asagainst a loss of Rs. 482717/- in the previous year.
3. OPERATIONS AND FUTURE PLANS:
The Company during the year under review could not conduct any business activity due tothe un-favourable market conditions.
4. CHANGES IN THE NATURE OF BUSINESS IFANY:
There has been no material change in the nature of business during the period underreview.
In view of the Accumulated Loss as stated above the Board of Directors regrets theirinability to recommended payment of any dividend for the year under review.
The Company has not accepted any deposits from the public and no amount of principal orinterest on fixed deposits was outstanding as on the Balance sheet date.
In terms of Section(s) 149152 and all other applicable provisions of the CompaniesAct 2013 for the purpose of determining the directors liable to retire by rotation theIndependent Directors are not included in the total number of Directors of the Company.Accordingly Mr. Jasmin Parekh (DIN:06507112) Director of the Company shall retire byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment as a Director of the Company.
FurtherMr. Manish Shethand Mrs. Preeti Sheth designated as an Additional Director areproposed to be appointed as an Independent Director in the 32ndAnnual General Meeting heldon 28th September 2019to hold office for 5 (five) consecutive years for a term up to 30thMarch 2024. Mrs Rita Singh Whole Time Director of the Company whose tenure is expiringon 30th August 2019 has been re-appointed as Whole Time Director for further period offive years in the Board Meeting held on 13th August 2019.
Brief profile of the Director proposed to be re-appointed as required under Regulation36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispart of the Notice convening the Annual General Meeting.
8. KEY MANAGERIAL PERSONNEL:
Mrs. Rita Singh (Promoter Director) was appointed as a Whole Time Director of theCompany in its Board Meeting held on 13th August 2019 and the same will be ratified inits forthcoming32nd Annual General Meeting to be held on 28th September 2019 for a periodof 5 (five) years with effect from September 01 2019 without any remuneration and issubject to retire by rotation.
Mrs. Nupur Gadekar has resigned as Company Secretary and Compliance Officer w.e.f 15thMarch 2019 and in her place Ms. Saloni Sadalage has appointed as Company Secretary andCompliance Officer of the Company.
9. REMUNERATION TO DIRECTORS:
During the year under review the Company has not paid any remuneration and sittingfees to any of the Directors of the Company in view of the losses
10. REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
11. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from the independent directors that they meet thecriteria of independence as prescribed under sub-section (6) of Section 149 of theCompanies Act 2013 and under regulation 16(l)(b) of the SEBI(Listing Obligations andDisclosure Requirements) Regulations 2015.
12. MEETINGS OF BOARD AND COMMITTEES:
During the year under review the Board met Five (5) times i.e. on 30th May 201814thAugust 201814th November 201814th February 201915th March 2019. Details of allBoard Committees along with their composition and meetings held during the year underreview are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.
13. PERFORMANCE EVALUATION OF BOARD COMMITTEES & DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and Regulation 16(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 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 of itsAudit Nomination & Remuneration Committees.
14. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors here by confirms:
(i) in the preparation of the annual financial statements for the year ended March 312019 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;.
(ii) 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 Lossof the company for that period;.
(iii) the directors had 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 had prepared the annual accounts on a going concern basis.
(v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
At the Annual General Meeting (AGM) held on 28th September 2018 M/s MVK AssociatesChartered Accountants Mumbai were appointed as statutory auditors of the Company to holdoffice till the conclusion of the AGM to be held in the year 2023. In terms of theprovision of Section 139of the Companies Act 2013. In this regards the Company hasreceived a certificate from the auditors confirming to the effect that if they arere-appointed it would be in accordance with provisions of Section 141 of the CompaniesAct 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. PRS & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 201819. TheSecretarial Audit Report (e-form MR-3) is annexed herewith as Annexure-A.
16. AUDITORS REPORT:
The notes on financial statements referred to in the Auditors Report are self -explanatory and do not call for any other comments. The Auditors Report does not containany qualifications reservations or adverse remarks.
The following qualifications were observed by the Secretarial Auditor in their Reportto which the Board has shared the following explanations:
The Company has made sincere efforts to appoint the CFO as per defined KRA. Thecandidates were interviewed but nobody has accepted the offer. Howeverconsidering thesize and business of the Company the executive director is taking care of the financialfunctions.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
No Loans Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act 2013 are given by the Company during the year under review.
18. PARTICULARS OF EMPLOYEES:
Therewerenoemployeesduringthewholeorpartoftheyearwhowereinreceipt of remuneration inexcess of limits as covered under the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Further there were no employees to whom the gratuity or any other retirement benefitswere payable by the Company.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under review the Company has not entered into contracts orarrangements with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013.
Since the Company has no subsidiaries provisionsofsectionl34(3)(q) of the CompaniesAct 2013 read with Rule 8(5)(iv) of Cost (Accounts) Rules 2014 are not applicable.
21. INDUSTRIAL RELATIONS:
The industrial relations continued to be generally peaceful and cordial during theyear. Your Directors recognize and appreciate the sincere and hard work loyaltydedicated efforts and contribution of all the employees during the year.
22. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPFk
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
23. AMOUNT TRANSFER TO RESERVES:
During the year under review the Company has incurred losses and therefore no profithas been transferred to Reserves pursuant to the provisions of section 134(3) (j) of theCompanies Act 2013.
24. CORPORATE GOVERNANCE:
In terms of Clause 15(2)(a) of SEBI(LODR) Regulations 2015 the compliance with theCorporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to(i) of sub regulation (2) of Regulation 46 and para CD and Eof schedule V are notapplicable to the Company. However the Company has been observing best corporategovernance practices and is committed to adhere to the Corporate Governance requirementson on-going basis.
25. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT - 9 is annexedherewith as Annexure -B
26. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of section 134 (3)(o) and 135(1) of the Companies Act 2013 read withRule 8 of Companies (CSR) Rules is not applicable to the Company as it is not fallingunder the criteria mentioned in the Act.
27. RISK MANAGEMENT POLICY
The Company follows a proactive risk management policy aimed at protecting its assetsand employees which at the same time ensuring growth and continuity of its business.Further regular updates are made available to the Board at the Board meeting and inspecial cases on ad-hoc basis.
28. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:
Since the Company does not have a manufacturing unit provisions of Section 134(3)(m)of the Companies Act 2013 read with Rule 8(3)(A) & (B) of the Companies (Accounts)Rules 2014 as a mended from time to time regarding conservation of energy andtechnology absorption is not applicable.
29. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During they are under review there were no Foreign Exchange transactions.
30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit 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) to deal with theinstance of fraud and mismanagement if any; The Whistle Blower Policy is discussed in thereport of Corporate Governance.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS IF ANY:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of your Company and its future operations.
33. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
During the year under review there were no other material events and commitmentsaffecting financial position of the Company occurring after Balance sheet date.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:During the year under review there were no cases filed or reported pursuant to the sexualharassment of women at Workplace (Prevention Prohibition and Redressal) Act 2013.
35. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2019-2020 tothe BSE where the Company's Shares are listed.
Your Director sex press their appreciation for the dedicated and sincere servicesrendered by the employees of the company and also sincerely thank the share holders forthe confidence reposed by them in the company and from the continued support andco-operation extended by them.
| ||For and on behalf of the Board of Directors |
| ||For IB Infotech Enterprises Limited |
| ||Sd/- ||Sd/- |
| ||Rita Singh ||Jasmin Parekh |
| ||DIN: 01988709 ||DIN: 06507112 |
| ||Director ||Director |
|Place: Mumbai || || |
|Date: August 13 2019 || || |