IM+ Capitals Ltd.
|BSE: 511628||Sector: Financials|
|NSE: N.A.||ISIN Code: INE417D01012|
|BSE 13:46 | 18 Jul||39.80||
|NSE 05:30 | 01 Jan||IM+ Capitals Ltd|
IM+ Capitals Ltd. (IM+CAPITALS) - Director Report
Company director report
Your Directors have pleasure in presenting their 26th Annual Report on the business andoperations of the Company along with Audited Standalone and Consolidated FinancialStatements for the Financial Year ended March 31 2017.
1. FINANCIAL HIGHLIGHTS OF THE COMPANY
2. FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS
Information on the operational and financial performance of the Company is given in theManagement Discussion and Analysis Report which is annexed to the Report and is inaccordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations").
3. CONSOLIDATED FINANCIAL STATEMENTS
As per Regulation 33 of the Listing Regulations and applicable provisions of theCompanies Act 2013 read with the Rules issued thereunder the Consolidated FinancialStatements of the Company for the financial year 2016-17 have been prepared in compliancesof the applicable Accounting Standards and on the basis of audited financial statements ofthe Company its subsidiaries and associated companies as approved by the respectiveBoard of Directors.
The money retained shall be ploughed back for Company's expansion program and to carryon the business activities of the Company. In view of the above your Directors are not ina position to declare any dividend on Equity Shares.
5. TRANSFER TO RESERVES
During the financial year 2016-17 Company has not transferred any amount to theGeneral Reserves.
6. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and or commitments affecting the financial position ofthe between the end of the financial year i.e. March 31 2017 and the date of the Report.
7. OPERATING RESULTS AND BUSINESS OPERATIONS
The Company has achieved Revenue from Operations of Rs. 665.60 Lakhs during thefinancial year 2016-17 registering an increase of 57.27% compared to last year. Increasein revenues is mainly on account of increase in operating revenue of the Company.
The operating profit (profit after tax) increased by 38.23% i.e. by Rs.40.44 Lakhs infinancial year 2016-17 inspite of adverse market conditions.
The tax expenses of the Company for current year is Rs. 69.58 Lakhs (including Deferredtax credit of Rs. 0.39 lacs) as compared to Rs 0.37 Lakhs (including Deferred tax creditof Rs. 0.37 lacs & MAT Credit of Rs. 21.48 lacs) in the previous year.
Earnings per Share (EPS) of the company for the FY 2016-17 is Rs 4.18 as against Rs3.02 in FY 2015-16 as per Standalone financial statement of the company. While Earningsper Share (EPS) of the company for the FY 2016-17 is Rs 2.49 as against Rs 5.65 in FY2015-16 as per consolidated financial statement of the company.
8. HUMAN RESOURCES DEVELOPMENT
The Company has continuously framed policies & adopted structures that helps toattract the best external talent and promote internal talent to higher roles &responsibilities. The company is centrally focused to improve the knowledge abilityskills and other talents of employees which in turn provides for an open work environmentfostering continuous improvement and development that helped several employees realizetheir career aspirations.
As a result IM+ Capitals Limited HR department has strengthened its impact in itsday-to-day functioning and is raising its standard of excellence to ensure timelyavailability of necessary talent and capabilities and engage and help employees to performsustainably and in maximizing the growth of employees & organization as a whole.
9. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2016-17 the Company has not received any complaints on sexual harassment and also nocomplaint is pending on sexual harassment.
10. DOCUMENTS PLACED ON THE WEBSITE (www.imcapitals.com)
The following documents among others have been placed on the website in compliance withthe Companies Act 2013 and other statutory requirements:
Details of unpaid dividend as per IEPF (Uploading of information regardingunpaid and unclaimed amounts lying with companies) Rules 2012
Financial Statements of the Company along with relevant documents as per Section136(1)
Details of the Vigil Mechanism as per Section 177(10)
The terms and conditions of appointment of the independent directors as perSchedule IV.
11. CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS AND OTHERINFORMATION REQUIRED UNDER THE COMPANIES ACT 2013 AND SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate Governance Report and Management Discussion and Analysisreport are attached and form part of the Annual Report.
12. STATUTORY AUDITORS' AND SECRETARIAL AUDITORS
M/s Doogar & Associates Chartered Accountants 13 Community Centre East ofKailash New Delhi - 110065 the Statutory Auditors of the Company having firmregistration number 000561N with the Institute of Chartered Accountants of India retiringat the conclusion of the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment as Statutory Auditors of the Company. The Company hasreceived a letter dated 26.05.2017 for their re-appointment if made would be within thelimit prescribed under Section 139 and 141 of the Companies Act 2013.
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s Pradeep Debnath & Co Company Secretaries as the Secretarial Auditors ofthe Company to undertake Secretarial Audit of the Company for FY 2016-17.The SecretarialAudit Report is annexed herewith as annexure.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
In view of the nature of activities being carried out by the Company the disclosureconcerning energy conservation measures technology absorption and Research &Development efforts are not applicable to the Company.
Further during the year under review Company has no Foreign exchange earnings andoutgo.
14. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors/Board/ Committees was carried out and the same was based onquestionnaire and feedback from all the Directors on the Board as a whole Committees andon self-evaluation basis.
Directors who were designated held separate discussions with each of the Directors ofthe Company and obtained their feedback on overall Board effectiveness as well as each ofthe other Directors.
Based on the questionnaire and feedback the performance of every director wasevaluated in the meeting of the Nomination and Remuneration Committee (NRC).
A separate meeting of the independent directors ("Annual Independent Directorsmeeting") was convened which reviewed the performance of the Board (as a whole) thenon-independent directors and the Chairman. After convening the Annual ID meeting thecollective feedback of each of the Independent Directors was discussed by the Chairman ofthe NRC with the Board's Chairman covering performance of the Board as a whole;performance of the non-independent directors and performance of the Board Chairman.
15. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
A separate statement containing the salient features of financial statements of allsubsidiaries of your Company forms part of consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013.Company has One (01) Wholly owned Subsidiary - M/s IM+ Investments & Capital PrivateLimited as on March 31 2017. Further the Report on the performance and financial positionof each the subsidiary associate and joint venture and salient features of the financialstatements in the prescribed form AOC-1 is annexed to this Report.
16. DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of theBalance Sheet.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Prabhu Nath Misra (DIN: 01386771) director retiring by rotation in the ensuingAnnual General Meeting being eligible offered himself for the reappointment. During theyear Ms. Arti Nigam (DIN: 03195861) was appointed as Independent women director of theCompany w.e.f 12.08.2016 & duly regularized as director in 25th AGM of Company held on27.09.2016 and Mr. Balbir Chand (DIN: 07116000) was appointed as Additional IndependentDirector of the Company w.e.f 05.12.2016 who resigned from the office of directorship on31.08.2017. However Ms. Priyanka Tiwari Shukla (DIN: 01133494) resigned from the officeof directorship on 12.08.2016. Besides this there was no change in the composition of theBoard of Directors during the year.
Key Managerial Personnel
Mr. Vikas Verma replaced Mr. Mukesh Kumar Chaubey from the post of Chief FinancialOfficer of Company on 20.05.2016. However Mr. Vikas Verma resigned from the post of ChiefFinancial Officer of the company on 24.12.2016.
During 31st March 2017 to on the date of notice Ms. Jyoti Gupta is appointed as ChiefFinancial officer in the Board meeting convened on 26th May 2017.
18. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm that:
a) In the preparation of the annual accounts for the financial year 2016-17 theapplicable accounting standards have been followed and there are no material departures;
b) we have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the financial year;
c) we have taken proper and sufficient care to the best of their knowledge and abilityfor the maintenance of adequate accounting records in accordance with the provisions ofthe Act. They confirm that there are adequate systems and controls for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) we have prepared the annual accounts on a going concern basis;
e) we have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and operating properly; and
f) we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
19. DISCLOSURE ON INTERNAL FINANCIAL CONTROLS
The Company has documented its internal financial controls considering the essentialcomponents of various critical processes physical and operational which includes itsdesign implementation and maintenance along with periodical internal review of operationaleffectiveness and sustenance.
This ensures orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets prevention of errors accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation.
The Internal financial controls with reference to the financial statements wereadequate and operating effectively.
20. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIESJOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the year there is no such company which has become or ceased to be Company'ssubsidiary joint venture or associate company under review.
21. SIGNIFICANT AND MATERIAL ORDERS
During the year under review there are no significant or material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.
22. CHANGE IN NATURE OF BUSNIESS
During the year there is no change in nature of business of the Company under review.
23. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act and the Rule 5(1) of Companies(Appointment and Remuneration) Rules 2014 in respect of employees of the Company.
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2016-17:
*Median Salary (Annual) of employees for the Financial Year 2016-17 is Rs. 228574/-.
*Sitting fee paid to directors treated as remuneration.
b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary or Manager if any in the financial year2016-17:
c. The percentage increase/decrease in the median remuneration of employees in thefinancial year 201617 is Not Applicable %.
d. The number of permanent employees on the rolls of company as on 31st March 2017 are(09) NINE.
e. The explanation on the relationship between average increase in remuneration andcompany performance: The increase in remuneration is in line with the market trends.
f. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company:
g. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of theCompany as at the close of the current financial year and previous financial year:
h. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.
The average increase in salaries of employees other than managerial personnel in2016-17 Not Applicable.
i. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company
j. The key parameters for any variable component of remuneration availed by thedirectors: Not applicable
k. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Not applicable
l. The Company hereby affirms that the remuneration is as per the remuneration policyof the Company
The Company's remuneration policy is driven by the success and performance of theindividual employees and the Company. Through its compensation package the Companyendeavors to attract retain develop and motivate a high performance staff. The Companyfollows a compensation mix of fixed pay benefits and performance based variable pay.Individual performance pay is determined by business performance and the performance ofthe individuals measured through the annual appraisal process. The Company affirmsremuneration is as per the remuneration policy of the Company.
The information required under Section 197 of the Act and the Rule 5(2) of Companies(Appointment and Remuneration) Rules2014 in respect of employees of the Company is asfollows:-
24. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under Sub-Section (3) of Section 92 of theCompanies Act 2013 ( the "Act") in the prescribed Form MGT-9 is enclosed asAnnexure to this report.
25. NUMBER OF MEETINGS OF THE BOARD
Seven (07) meetings of the Board of Directors of the Company were held during the year.For details of the meetings please refer to the Corporate Governance Report which formspart of the Annual Report.
26. INDEPENDENT DIRECTORS' DECLARATION
The Company has received necessary declaration from Mr. Vinod Kumar Shisodia Ms. ArtiNigam & Mr. Balbir Chand Independent Directors of the Company under Section 149(7) ofthe Companies Act 2013 that he/she meets the criteria of independence laid down underSection 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligationsand Disclosure Requirements) regulations 2015. Further there has been no change in thecircumstances which may affect their status as independent director during the year.
27. COMPANY'S POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION
Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under section 178(3) of the Act are available in website of the companyunder the heading investor zone at www.imcapitals.com. Further information about elements of remuneration package of individual directors isprovided in the extract of Annual Return in Form MGT-9 enclosed as Annexure to thisReport.
We affirm that remuneration paid to the Directors is as per the terms laid out in thenomination and remuneration policy of the Company.
28. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
In compliance with Regulation 26(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Company has formulated Code of Conduct for the Boardmembers and senior management personnel of the Company so that the Company's business isconducted in an efficient and transparent manner without having any conflict of personalinterests with the interests of the Company. All the members of the Board and seniormanagement personnel have affirmed compliance with the Code of Conduct.
Declaration by the Chairman
It is hereby declared that the Company has obtained from each individual member of theBoard of Directors and the Senior Management confirming that none of them has violated theconditions of the said Code of Conduct.
29. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
Directors are related to each other within the meaning of the term "relative"as per Section 2(77) of the Act and SEBI (Listing Obligations and Disclosure Requirements)regulations 2015. Details given in Corporate Governance Report forming part of thisreport.
30. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The detail of Loan and Investments made by Company during the year as under:
31. TRANSACTIONS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188 in the prescribed Form AOC-2 are given in Annexure.
32. RISK MANAGEMENT
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis.
33. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
The Company has no shares lying in demat suspense account or unclaimed suspense account
34. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization program of the independentdirectors as detailed in the Corporate Governance Report which forms part of the AnnualReport.
35. VIGIL MECHANISM
The Company has established a vigil mechanism for adequate safeguards againstvictimization of directors and employees of the Company for details please refer to theCorporate Governance Report attached to the Annual Report.
36. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.
The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees shareholders customers alliance partners and bankers for the continuedsupport given by them to the Company and their confidence reposed in the management.