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IM+ Capitals Ltd.

BSE: 511628 Sector: Financials
NSE: N.A. ISIN Code: INE417D01012
BSE 00:00 | 19 Sep 21.55 0.25
(1.17%)
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22.20

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22.20

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NSE 05:30 | 01 Jan IM+ Capitals Ltd
OPEN 22.20
PREVIOUS CLOSE 21.30
VOLUME 190
52-Week high 30.80
52-Week low 15.40
P/E 9.41
Mkt Cap.(Rs cr) 8
Buy Price 21.00
Buy Qty 10.00
Sell Price 21.55
Sell Qty 65.00
OPEN 22.20
CLOSE 21.30
VOLUME 190
52-Week high 30.80
52-Week low 15.40
P/E 9.41
Mkt Cap.(Rs cr) 8
Buy Price 21.00
Buy Qty 10.00
Sell Price 21.55
Sell Qty 65.00

IM+ Capitals Ltd. (IM+CAPITALS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 27th Annual Report on the business andoperations of the Company along with Audited Standalone and Consolidated FinancialStatements for the Financial Year ended March 31 2018.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

(Rs. In Lakhs)'

Particulars

IM+ Capitals Limited (Standalone)

IM+ Capitals Limited (Consolidated)

2017-18 2016-17 2017-18 2016-17
Revenue from Operations 347.39 665.60 813.57 996.40
Other Income 8.66 6.62 4.43 6.99
Total Revenue 356.05 672.23 818.00 1003.41
Total Expenses (249.24) (457.51) (754.32) (1005.53)
Profit before Tax 106.80 214.72 63.68 (2.12)
Add: Share of (Profit)/ Loss of Other Partner in LLP - - 66.48 131.75
Tax Expenses 1.07 (69.58) (58.31) (43.36)
Profit After Tax for the year 107.87 145.13 71.86 86.27
Paid up Capital 350.15 350.15 350.15 350.15
Profit After Tax for the year 107.87 145.13 71.86 86.27
Paid up Capital 350.15 350.15 350.15 350.15

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 2017-18 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.

4. DIVIDEND

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 2017-18 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 Company between the end of the financial year i.e. March 31 2018 and the date of theReport.

7. OPERATING RESULTS AND BUSINESS OPERATIONS

The Company has achieved Revenue from Operations of Rs. 347.39 Lakhs during thefinancial year 201718 registering an decrease of 47.80% compared to last year. Decrease inrevenues is mainly on account of decrease in operations of the Company.

The operating profit (profit after tax) decreased by 25.67% i.e. by Rs.37.26 Lakhs infinancial year 2017-18.

The tax expenses of the Company for current year is Rs. 1.07 Lakhs (including Deferredtax credit of Rs. 1.51 Lakhs) as compared to Rs 21.08 Lakhs in the previous year.

Earnings per Share (EPS) of the company for the FY 2017-18 is Rs 3.08 as against Rs4.14in FY 2016-17 as per Standalone financial statement of the company. While Earnings perShare (EPS) of the company for the FY 2017-18 is Rs 2.05 as against Rs 2.46 in FY 2016-17as 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 focused to improve the knowledge ability skills andother talents of employees which in turn provides for an open work environment fosteringcontinuous improvement and development that helped several employees realize their careeraspirations.

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 year2017-18 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 as per Section 124(2)

• Financial Statements including consolidated financial statements of the Companyalong with all other documents required as per Section 136(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

Statutory 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 IndiaAppointed for the period of five years from the financial year 2014-15 and same wasapproved by the members of the Company at the 24th AGM.

Vide notification dated May 7 2018 issued by ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been Considered in noticeof the 27th AGM.

Secretarial Auditor

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 2017-18.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 2018. 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 Directors

Mr. Pradeep Misra (DIN: 01386739) director retiring by rotation in the ensuing AnnualGeneral Meeting being eligible offered himself for the reappointment. Mr. Balbir Chand(DIN: 07116000) was appointed as Additional Independent Director of the Company w.e.f05.12.2016 who resigned from office of directorship on 31.08.2017.

Besides this there was no change in the composition of the Board of Directors duringthe year.

Key Managerial Personnel

Ms. Jyoti Gupta was appointed as Chief Financial officer in the Board meeting held on26th May 2017 & Mr. Rahas Bihari Panda Company Secretary was replaced by Ms. ShikhaMehra Chawla w.e.f. 13.08.2018.

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 2017-18 theapplicable accounting standards have been followed and there are no material departures;

b) we have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof 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 2017-18:

Median Salary (Annual) of employees for the Financial Year 2017-18 is Rs.265659/-.Being company not paid any remuneration to its director other than sitting fee for theboard meeting attended by them the details are not provided.

b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary or Manager if any in the financial year2017-18:

Name of Director Designation % Increase in remuneration
1. Mr. Rahas Bihari Panda Company Secretary 21.7%
2. Ms. Jyoti Gupta Chief Financial Officer NIL
3. Mr. Nilesh Kumar Jain Manager 10%

c. The percentage increase/decrease in the median remuneration of employees in thefinancial year 201718 is 12%.

d. The number of permanent employees on the rolls of company as on 31st March 2018 are(15) FIFTEEN.

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:

Particulars Amount in Rs.
Remuneration of Key Managerial Personnel (KMP) during financial year 2017-18 (Aggregated) 3190566
Revenue from operations 34738858
Remuneration (as % of revenue) 9.18
Profit before tax (PBT) 10680295
Remuneration (as % of PBT) 29.87

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:

Particulars Unit As at 31st March 2018 As at 31st March 2017 Variation
Closing Rate of share at BSE Rs. 48.35 47.45 101.9%
EPS (Consolidated) Rs. 2.05 2.49 (17.67%)
Market Capitalization Rs. 1661 791 109.99%
(in Lakhs) 1693 1661 101.9% 376.25%
Price Earnings Ratio (PE Ratio) ratio 23.58 19.05 23.78%

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 managerial personnel isapproximately equal to percentile increase in the managerial remuneration there is noexceptional increase in managerial remuneration.

i. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company.

Name of KMP

Designation

Remuneration in Rs.

Revenue

Remuneration (as % of revenue)

Profits before tax (PBT) in Rs.

Remu- ner- ation (as % of PBT)
In Rs.

Remuneration (as % of revenue)

Profits before tax (PBT) in Rs.

Remuneration (as % of PBT)

1.32%

21579514/-

4.07%

Mr. Rahas Bihari Panda

CS

988816

34738858

2.85%

10680295

9.26%

Ms. Jyoti Gupta(since 26.05.2017)

CFO

562530

34738858

1.62%

10680295

5.27%

Mr. Nilesh Kumar Jain

Manager

1639220

34738858

4.72%

10680295

15.34%

j. The key parameters for any variable component of remuneration availed by thedirectors: NA

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: Being directors are paid sitting fee only ditails are not provided.

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:-

A. Detail of Top ten employees in terms of remuneration drawn during F.Y 2017-18 areas:

Name of Employee Date of Joining Gross Remuneration (in Rs.) Qualifi cation Age Experience (in years) Last Employment Designation
1 Nilesh Kumar Jain 12/02/2016 1639220 B.Com + I.C.W.A.I (Fifth Stage Completed) 31 8 Years 5 Months Sterling Oil Exploration & Energy Production Co. Ltd. AGM-Analyst
2 Rahas Bihari Panda 02/02/2015 988816 B.Com + CS 40 9 Years Indian Technomac Company Ltd. Company Secretary
3 Jyoti Gupta 24/10/2016 562530 B.Com + M.Com 38 8 Years 3 Months Haldiram Product Pvt. Ltd. CFO
4 Alok Nautiyal 04/09/2017 502788 B.Sc + Diploma in Global Sales & Marketing Management 42 13 Years Dreamwork Media & Entertainment Pvt. Ltd. Sr Manager-Marketing
5 Khushboo Tripathi 01/07/2017 437670 B.Com + PGPM(- Finance/ Marketing) 30 4 Years 6 Months Radhey Krishna Techno Build Pvt. Ltd. Dy Manager- Sales
6 Sandeep Kumar Chaurasiya 04/09/2017 338337 BA + MBA 30 5.5 Years Propshop Sr Manager-Sales
7 Anup Sahai 01/07/2017 319200 B.Com + PGCP(Mar- keting/ Finance) 33 6 Years Paras Buildtech India Pvt. Ltd. Asst. Manager-Sales & Marketing
8 Siddharth Saxena 01/07/2017 265659 B.B.A + M.B.A (Market- ing/HR) 31 3 Years 7 Months Antriksh Group Dy. Manager-Sales
9 Kanhaiya Lal Jha 21/01/2016 256560 B.Com + CA (Inter) 30 3 Years 4 Months Apis India Ltd. Sr. Executive-Accounts
10 Shalini Singh 01/08/2016 243480 B.Sc (Biotechnology) + M.B.A (HR) 26 3 Years Abalone Technologies Pvt. Ltd. Executive-HR

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:-

Employee in the Company in receipt of remuneration for that year which in the aggregate was not less than one crore and two lakh rupees NIL
Employees in the Company who employed throughout the financial year or part thereof was in receipt of remuneration for any part of that year at a rate which in the aggregate was not less than Eight lakh and fifty thousand rupees per month NIL
Employee in the Company who employed throughout the financial year or part thereof was in receipt of remuneration in that year which in the aggregate or the case may be at a rate in aggregate or as the case may bein excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the company. NIL

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

Five (05) 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.Arti Nigam Independent Directors of the Company under Section 149(7) of the CompaniesAct 2013 that he/she meets the criteria of independence laid down under Section 149(6)of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) regulations 2015. Further there has been no change in the circumstanceswhich may affect their status as independent director during the year.

27. COMPANY'S POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION

The 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 on the website of thecompany under the heading investor zone at www.imcapitals. com. Further information aboutelements of remuneration package of individual directors is provided in the extract ofAnnual Return in Form MGT-9 enclosed as Annexure tothis Report.

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:

Name Balance outstanding as on 31.03.2017 (inRs.) Loans/Advance/ Investments during the year 2017-18 (inRs.) Balance outstanding as on 31.03.2018 (inRs.)
IM+ Investments and Capital Pvt Ltd. (Wholly Owned Subsidiary) 153800750 20545000 174345750
Investment in SMC & IM Investment Manager LLP 15000000 6500000 21500000

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 suspenseaccount.

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.

37. ACKNOWLEDGEMENTS

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.

BY ORDER OF THE BOARD OF DIRECTORS
Place: New Delhi
Date: 13/08/2018
Pradeep Misra
Chairman
DIN:01386739