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IDream Film Infrastructure Company Ltd.

BSE: 504375 Sector: IT
NSE: N.A. ISIN Code: INE459E01012
BSE 05:30 | 01 Jan IDream Film Infrastructure Company Ltd
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IDream Film Infrastructure Company Ltd. (IDREAMFILM) - Director Report

Company director report

To

The Members

IDream Film Infrastructure Company Limited

(formerly known as SoftBPO Global Services Limited)

Your Directors have pleasure in presenting the Thirty Seventh Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31 March 2018.

1. FINANCIAL STATEMENTS & RESULTS

a. FINANCIAL RESULTS :

The Company's performance during the year ended 31 March 2018 as compared to theprevious financial year is summarized below:

(Amount in INR)

Particulars For the Financial Year ended 31 March 2018 For the Financial Year ended 31 March 2017
Total Income 16597 9169
Less: Expenses 3136313 2838709
Loss before Exceptional and Extra-Ordinary item and tax (3119716) (2829540)
Less: Exceptional Items - -
Profit / (Loss) Before Tax (3119716) (2829540)
Less: Provision for Tax - -
Income Tax of earlier years w/off - 38872
Profit / (Loss) After Tax (3119716) (2868412)
Balance carried to Balance Sheet (3119716) (2868412)

b. OPERATIONS:

During the year under review the Company did not undertake any business operations.The Company incurred a Net Loss of INR 3119716/- due to administrative and other fixedexpenses.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has one Wholly-owned Subsidiary Company viz. AHA Parks Limited which is anunlisted Public Company. During the year under review your Company did not have anyAssociate or Joint Venture Company. The performance and financial position of thesubsidiary Company for the year ended 31 March 2018 is attached and marked as AnnexureI and forms part of this Report.

No Company has become or ceased as subsidiary associates and joint ventures duringthe year under review.

d. DIVIDEND :

Considering the loss incurred in the current financial year and accumulated lossesyour Directors do not recommended any dividend for the financial year under review.

e. TRANSFER TO RESERVES:

In view of loss incurred during the year under review the Board of Directors has notrecommended transfer of any amount to reserves.

f. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

g. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Sections 73 and 74 of the Companies Act 2013 ('the Act') read with theCompanies (Acceptance of Deposits) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits which are not in compliance with ChapterV of the Act is not applicable.

h. DISCLOSURES UNDER SECTIONS 134(3)(1) OF THE COMPANIES ACT 2013:

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this Report.

I. DISCLOSURES OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financials as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

j. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court orTribunal which can have impact on the going concern status and the Company's operations infuture.

k. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

There were no transactions/contracts/arrangements entered by the Company which arefalling under Section 188 of the Companies Act 2013 with related party(ies) as definedunder Section 2(76) of the Companies Act 2013 during the financial year under review.

l. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS AND SECURITIES:

Full particulars of loans given during the financial year under review along with thepurposes for which such loans to be utilized by the recipients thereof has been furnishedin Annexure II which forms part of this Report. The Company has not given guarantee madeinvestments or provided securities during the financial year under review

m. SHARE CAPITAL:

During the year under review the Company has not issued any shares and hencedisclosures under Section 43(a)(ii) Section 54(1)(d) and Section 62(1)(b) of theCompanies Act 2013 read with relevant rules are not required to be furnished.

n. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Companies Act 2013 read with Rule 16(4) of Companies (Share Capitaland Debentures) Rules 2014 and hence no details w.r.t. the same are furnished.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) BOARD OF DIRECTORS& KEY MANAGERIAL PERSONNEL:

Ms. Shamika Kadam (DIN: 07606195) who was appointed as an Additional Director on theBoard of the Company with effect from 31 March 2017 was appointed as the Director at theAnnual General Meeting held on 29 September 2017.

During the period under review Mr. Santosh Apraj(DIN: 05197998) stepped down from theoffice of Managing Director of the Company with effect from 25 November 2017tocontinue tobe the Non-Executive Director and Ms. Shamika Kadam(DIN: 07606195) was appointed as theManaging Director.

Ms. Bhavini Raval(PAN: BFPPR1616Q) resigned from the post of Company Secretary of theCompany with effect from 12 February 2018 due to pre- occupation.

Consequent to the resignation of Ms. BhaviniRaval Company Secretary and ComplianceOfficer the Company is in process of appointing a Company Secretary. However in themeantime Ms. Shamika Kadam (DIN: 07606195) Managing Director acts as the ComplianceOfficer of the Company.

In accordance with the provisions of Section 152 of the Act Ms. Shamika Kadam retiresby rotation at the ensuing Annual General Meeting and being eligible offersherselfforre-appointment. Necessary proposal for her appointment has been included in the Notice ofthe ensuing Annual General Meeting of the Company.

Brief profile of Ms. Shamika Kadam in terms of Secretarial Standards-2 and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 have been provided in the Notice of the ensuing Annual General Meeting.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from both the Independent Directors under Section149(7) of the Companies Act 2013 confirming their independence vis-a-vis the Company asprovided under Section 149(6) of the Companies Act 2013.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND ITS POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 5 (Five) times during the financial year ended 31 March2018 in accordance with the provisions of the Companies Act 2013 and Rules madethereunder.

b. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31 March 2018 the Board ofDirectors hereby confirm that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures whereverapplicable;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31 March 2018 and of theloss of the Company for the year ended on that date;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of theCompanies Act 2013.

The composition of the committee as on 31 March 2018 was as under:

Sr. No. Name Category Chairperson / Member
1. Mr. Santosh Apraj Non-Executive Director Chairman
2. Ms. Amola Patel Independent Director Member
3. Mr. Suri Gopalan Independent Director Member

The Board has in accordance with the provisions of Section 178(3) of the Companies Act2013 formulated the policy setting out the criteria for determining qualificationspositive attributes independence of a Director and policy relating to remuneration forDirectors Key Managerial Personnel and other employees. The aforementioned detailedPolicy duly approved and adopted by the Board is appended as Annexure III to thisReport.

d. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section. st

The composition of the committee as on 31 March 2018 was as under:

Sr. No. Name Category Chairman / Member
1. Ms. Amola Patel Independent Director Chairperson
2. Ms. Shamika Kadam Managing Director Member
3. Mr. Suri Gopalan Independent Director Member

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company have pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed a 'Vigil Mechanism Policy' for Directors and employees of theCompany to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

f. RISK MANAGEMENT POLICY:

The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this Report.

g. ANNUAL EVALUATION OF DIRECTORS / COMMITTEE AND BOARD:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Act2013.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria as laid down by the Nomination andRemuneration Committee.

In a separate meeting of the Independent Directors the performance of Non-IndependentDirectors the Board as a whole and of the Chairman was evaluated taking into account theviews of Executive Director and Non-Executive Directors.

Performance evaluation of both the Independent Directors was carried out by the entireBoard excluding the Independent Director being evaluated.

h. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

i. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

During the year under review Directors and Key Managerial Personnel were not paid anyremuneration (except the sitting fees paid to Independent Directors for attending themeetings of Board and Committees thereof) and hence no details are required to befurnished in accordance with the provisions of Section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

j. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARYCOMPANIES:

Mr. Santosh Apraj Managing Director of the Company is in receipt remuneration from theHolding Company viz. AHA Holdings Private Limited. Further Ms. Shamika Kadam who wasdesignated as the Managing Director w.e.f 25 Nov 2017 till date is in receipt ofremuneration from the Holding Company

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2018:

The observations / emphasis of matter made by the Statutory Auditors in their reportfor the financial year ended 31 March 2018 read with the explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31 MARCH 2018:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretaries. Mr. JitendraParihar Partner of M/s. Rai Parihar & Co. Company Secretaries Practicing CompanySecretary having Certificate of Practice No. 18411had been appointed to issue SecretarialAudit Report for the financial year 2017-18.

Secretarial Audit Report issued by M/s. Rai Parihar& Co. Company Secretaries inForm MR-3 for the financial year 2017 18 is marked as Annexure IV and forms part of thisReport.

The said report does not contain any observation or qualification requiring explanationor comments from the Board under Section 134(3) of the Companies Act 2013.

c. APPOINTMENT OF STATUTORY AUDITORS FOR THE FY 2017-18:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. M L Bhuwania and Co LLP. CharteredAccountants (Firm Registration No. 101484W/W100197)the Statutory Auditors of the Companyhold office upto the conclusion of the Forty First Annual General Meeting.

The Company has received a certificate from the said Auditors that they are notdisqualified to act as the Statutory Auditors.

d. FRAUD REPORTING:

During the year under review there were no instances of material or serious fraudfalling under Rule 13(1) of the Companies (Audit and Auditors) Rules 2014 by officers oremployees reported by the Statutory Auditors of the Company during the course of theaudit.

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 and the Sexual Harassment of women at workplace(Prevention Prohibition and Redressal) Act 2013 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return in Form MGT-9 for the financial year ended 31st March 2017 made underthe provisions of Section 92(3) of the Companies Act 2015 is attached as Annexure Vwhich forms part of this Report.

b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

During the year under review the Company has neither earned nor used any foreignexchange.

c. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Company was not required to separately constitute a Stakeholders' RelationshipCommittee.

d. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social responsibility policy) Rules 2014 were not applicable to your Companyduring the Financial Year 2017-18 and accordingly compliances with respect to the samewere not applicable to the Company during the year under review.

e. COST AUDITORS:

The Central Government of India has not specified the maintenance of Cost Records underSection 148(1) of the Companies Act 2013 read with the Companies (Cost Records and Audit)Rules 2014.

f. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace and has also established an Internal Complaints Committee asstipulated by The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and Rules thereunder. During the year under review no complaints inrelation to such harassment at workplace have been reported.

g. CORPORATE GOVERNANCE:

The Company has not paid any remuneration to its managerial personnel as per Section IIof Schedule V of the Companies Act 2013.

h. MANAGEMENT DISCUSSION ANALYSIS:

Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 Management Discussion and Analysis Report is marked as AnnexureVI and forms part of this Report.

6. ACKNOWLEDGMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

In addition your Directors also placed on record their sincere appreciation of thecommitment and hard work put in by the Registrar & Share Transfer Agent all thesuppliers sub-contractors consultants clients and employees of the Company.

For and on behalf of the Board
Shamika Kadam Santosh Aparaj
Managing Director Director
(DIN: 07606195) (DIN: 05197998)
Date : 13 August 2018
Place: Mumbai