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IDream Film Infrastructure Company Ltd.

BSE: 504375 Sector: IT
NSE: N.A. ISIN Code: INE459E01012
BSE 00:00 | 28 Aug IDream Film Infrastructure Company Ltd
NSE 05:30 | 01 Jan IDream Film Infrastructure Company Ltd
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Sell Price 110.00
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OPEN 109.00
CLOSE 109.00
VOLUME 50
52-Week high 109.00
52-Week low 109.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 110.00
Sell Qty 50.00

IDream Film Infrastructure Company Ltd. (IDREAMFILM) - Director Report

Company director report

To

The Members

IDream Film Infrastructure Company Limited (formerly known as SoftBPO Global ServicesLimited)

Your Directors have pleasure in presenting the Thirty Eighth Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31stMarch 2019.

1. FINANCIAL STATEMENTS & RESULTS

a. FINANCIAL RESULTS :

The Company's performance during the year ended 31st March 2019 as comparedto the previous financial year is summarized below:

(Amount in Lacs)
Particulars For the Financial Year ended 31st March 2019 For the Financial Year ended 31st March 2018
Total Income 0.19 0.17
Less: Expenses 35.50 31.36
Loss before Exceptional and Extra-Ordinary items and tax (35.31) (31.20)
Profit / (Loss) Before Tax (35.31) (31.20)
Less: Provision for Tax - -
Income Tax of earlier years w/off - -
Profit / (Loss) After Tax (35.31) (31.20)

b. OPERATIONS:

During the year under review the Company did not undertake any business operations.The Company incurred a Net Loss of INR 35.31Lacs 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 31st March 2019 is attached and marked as AnnexureI and forms part of this Report.

No company has become or ceased as subsidiary associate and joint venture during theyear under review.

d. DIVIDEND :

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

e. TRANSFER TO RESERVES:

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

f. REVISION OF FINANCIAL STATEMENT:

During the year under review there was no revision of the financial statementspertaining to previous financial years.

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 financial statements 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 2013read 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. Anu Rajput (Membership No.: ACS-35302) was appointed as a Company Secretary andCompliance Officer of the Company with effect from 28th December 2018.

During the period under review Mrs. Shamika Kadam (DIN: 07606195) stepped down fromthe office of Managing Director of the Company with effect from 13th February2019 and continued to be the Non-Executive Director and Mr. Santosh Apraj (DIN: 05197998)was appointed as the Managing Director with effect from 13th February 2019liable to retire by rotation and being longest in the office liable to retire by rotationat the ensuing Annual General Meeting and being eligible has offered himself forreappointment .

Further Mr. Rahul Kate (DIN: 08099915) was appointed as an Independent Director of theCompany for a period of five years to hold the office upto 12th August 2024.

Mr. Suri Vardaraja Gopalan (DIN: 02135461) Independent Director of the Company resignedwith effect from 13th August 2019.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations from Independent Directors under Section 149(7)of the Companies Act 2013 confirming their independence vis-a-vis the Company as providedunder Section 149(6)ofthe 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 31st March2019in accordance with the provisions of the Companies Act 2013 and rules made thereunder.

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 31st March 2019 the Board ofDirectors hereby confirms 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 2019 andof the loss 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:

In view of appointment of Ms. Shamika Kadam as the Managing Director of the Companythe Nomination and

Remuneration Committee of Directors was re-constituted in accordance with therequirements of Section 178 of the

Companies Act 2013.

The composition of the committee as on 31st March 2019 was as under:

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

** w.e.f. 13th February 2019

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 extract of the Policyapproved and adopted by the Board is appended as Annexure III to this Report.

d. AUDIT COMMITTEE:

The composition of the Audit Committee is in conformity with the provisions of the saidsection.

The composition of the committee as on 31st March 2019 was as under:

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

Directors 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 (with effect from 1341February 2019) is in receipt remuneration from the Holding Company viz. AHA HoldingsPrivate Limited. Further Mrs. Shamika Kadam who was designated as the Managing Directorwith effect from 25th November 2017 upto 13th February 2019 is inreceipt of remuneration 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 31stMARCH 2019:

The observations / emphasis of matter made by the Statutory Auditors in their reportfor the financial year ended 31st March 2019 read with the explanatory notestherein are self-explanatory and therefore do not call for any further explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2019:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from M/s. Rai Parihar & Co. Company Secretaries.M/s. Rai Parihar & Co. Company Secretaries Practicing Company Secretary havingCertificate of Practice No. 1841 had been appointed to issue Secretarial Audit Report forthe financial year 2018-19.

Secretarial Audit Report issued by M/s. Rai Parihar & Co. Company Secretaries inForm MR-3 for the financial year 2018-19is 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. 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 2013read 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 2019made underthe provisions of Section 92(3) of the Companies Act 2015is attached as Annexure V whichforms part of this Report.

b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS . ANDOUTGO:

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 the Companyduring the Financial Year 2018-19 and accordingly compliances with respect to the samewere not applicable to the Company during the year under review.

e. COSTAUDITORS:

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 (PREVENTION

. PROHIBITION 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 asAnnexure VI 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
Santosh Aparaj Shamika Kadam
Managing Director Director
(DIN: 05197998) (DIN: 07606195)
Date : 13th August 2019
Place: Mumbai

Registered Office:

Flat No B-4501 & B-4601 Lodha Bellissimo

Lodha Pavilion Apollo Mill Compound

Mahalaxmi Mumbai 400 011

CIN: L51900MH1981PLC025354

Tel.: 022 6740 0900 Fax: 022 6740 0988

Email: investors@idreamfilminfra.com

Website: www.idreamfilminfra.com

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