Your Directors have pleasure in presenting the Twelfth Annual Reporttogether with audited financial statement of Indiabulls Integrated Services Limited(formerly SORIL Holdings and Ventures Limited) ("the Company") for the financialyear ended March 31 2019.
The highlights of the standalone financial results of the Company forthe financial year ended March 31 2019 are as under:
(Amount in lakhs)
|Particulars ||For the financial year ended March 31 2019 ||For the financial Year ended March 31 2018 |
|Profit before Tax and Depreciation ||3014.72 ||731.13 |
|Less: Depreciation and amortization expense ||41.00 ||8.94 |
|Profit before Tax ||2973.74 ||722.18 |
|Less: Provision for Tax ||791.05 ||495.24 |
|Profit after Tax ||2182.69 ||226.93 |
|Profit/ (Loss) brought forward ||6191.21 ||5964.28 |
|Amount available for appropriation ||8373.90 ||6191.21 |
|Less: Appropriations: || || |
|Proposed dividend on preference shares ||- ||- |
|Corporate dividend tax thereon ||- ||- |
|Interim dividend on equity shares ||548.18 ||- |
|Corporate dividend tax thereon ||112.68 ||- |
|Transfer to general reserve ||- ||- |
|Balance carried forward to Balance Sheet ||7713.04 ||6191.21 |
The Board has not proposed to transfer any amount to any reserve(s).
The Company in the last financial year decided to venture into newbusiness streams of Life and General Insurance through its subsidiaries and engaged withthe relevant regulatory authorities for obtaining necessary approvals to pursue LifeInsurance and General Insurance businesses alongwith the Consumer Platform and otherrelated financial services activities etc. In this regard your directors wish to informyou that Indiabulls Life Insurance Company Limited (IBLIC) and Indiabulls GeneralInsurance Limited (IBGIL) company's wholly owned subsidiaries have received regulatoryR1 approval from the Insurance Regulatory and Development Authority of India (IRDAI) fortheir proposed life insurance and general insurance businesses respectively. On receiptof R1 approvals from IRDAI by IBLIC and IBGIL for pursuing proposed Life Insurance andGeneral Insurance business respectively the Company as a pre-requisite to file theapplication for registration (R2) with IRDAI infused ' 200 crores in IBLIC and ' 149crores in IBGIL. This reflects the Company's and its Promoter's belief and confidence intothe upcoming Insurance Business. The Company is now in the process of putting in place thenecessary systems and move ahead with the next steps to undertake the proposed lifeinsurance and general insurance business in India.
To capitalize and fund these businesses and to augment Company's longterm resources and to improve its financial leveraging strength the Promoters of theCompany as a reflection of their confidence in the future of the Company havecontributed ' 329.34 crores in the Company by subscribing to and exercising convertiblewarrants issued in accordance with the members' approval dated December 16 2017 andapplicable SEBI regulations. Further certain foreign investors as a reflection of theirconfidence in the proposed businesses of the Company have during the FY 2018-19invested an aggregate of ' 702.78 crores towards the preferential issue of equity sharesof the Company allotted to them in accordance with the members' approval(s) dated May 222018 and June 11 2018 and applicable SEBI regulations.
The Company directly and through its subsidiaries is also engaged inthe businesses of real estate development providing management and maintenance servicesconstruction advisory and other related services charter business of aircraft trade inall kinds of sculptures paintings and art graphics etc.
To streamline the operations and ownership structure of the Company ina manner leading to maximization of stakeholders' value and diversification ofshareholders' portfolio by providing them direct ownership in each business segments andto have a focused approach towards upcoming insurance business (comprising of lifeinsurance general insurance and/or other related businesses) the Board of Directors ofthe Company has approved the composite Scheme of Arrangement amongst the Company itsdirect and indirect subsidiaries (viz SORIL Infra Resources Limited Albasta WholesaleServices Limited Sentia Properties Limited Lucina Infrastructure Limited Ashva Stud andAgricultural Farms Limited Mahabala Infracon Private Limited Store One Infra ResourcesLimited Indiabulls Enterprises Limited and Indiabulls Pharmacare Limited) and IndiabullsPharmaceuticals Limited and their respective shareholders and creditors("Scheme"). Pursuant to the Scheme the shareholders of the Company will getextra shares of Indiabulls Enterprises Limited free of any cost in lieu of theirshareholding in the Company. The shares of Indiabulls Enterprises Limited will get listedon NSE and BSE and with this post effectiveness of the Scheme they will have shares oftwo listed entities -
(1) the Company the equity shares of which are listed and will remainlisted on NSE and BSE focusing on life and general insurance and related businesses and
(2) Indiabulls Enterprises Limited equity shares of which will belisted on NSE and BSE focusing on non-insurance businesses of the Company and itssubsidiaries (including proposed pharma business and rural finance business).
The Scheme is subject to all applicable statutory and regulatoryapprovals including approval from the stock exchanges SEBI shareholders and creditorsof the company(ies) involved in the Scheme and the jurisdictional bench of the NCLT. TheCompany has already filed the Scheme with National Stock Exchange of India Limited and BSELimited for seeking their & SEBI's NOC to the Scheme which is awaited.
CHANGE IN THE REGISTERED OFFICE OF THE COMPANY
During the FY 2018-19 post seeking all applicable regulatoryapprovals the registered office of the Company was shifted from "National CapitalTerritory of Delhi" to the "State of Haryana" and w.e.f. January 15 2019the registered office of the Company is situated at its corporate office at Plot No.448-451 Udyog Vihar Phase-V Gurgaon-122016 Haryana which is providing effective andsmooth conduct of the Company's operations economically viably and efficiently at reducedcost with better administrative control supervision and convenience.
To reward its shareholders the Board of Directors of the Company atits meeting held on May 2 2018 declared and paid an interim dividend of ' 1/- per shareon equity shares having face value of ' 2/- each for FY 2017-18. However with a view tocapitalize funds for future business requirements the Board has not declared orrecommended any dividend for FY 2018-19. The Company has formulated the DividendDistribution Policy in compliance with Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred as"SEBI LODR") which is also available on the website of the Company atweb-link:
https://www.indiabullsinteeratedservices.com/pdf/DividendDistribution Policy.pdf DIRECTORS & KEY MANAGERIAL PERSONNEL
During the FY 2018-19 Mr. Praveen Kumar Tripathi a retired IAS andEx- Chief Secretary Govt of NCT Delhi (DIN: 02167497) was appointed as an IndependentDirector on the Board of the Company for a period of three years w.e.f. March 28 2019.Mr. Praveen Kumar Tripathi being Additional Director holds office as such upto the dateof ensuing Annual General Meeting. Keeping in view his excellent leadership and guidanceabilities skill sets vast professional experience in diversified fields includingmanagement administration regulatory public policy matters etc the Board recommendshis appointment as an Independent Director of the Company not liable to retire byrotation for a period of three years w.e.f. March 28 2019. The present term of Mr.Shamsher Singh Ahlawat (DIN: 00017480) Justice (Retd.) Gyan Sudha Misra (DIN: 07577265)and Mr. Gurrappa Gopalakrishna (DIN: 06407040) Independent Directors of the Companyshall come to an end on September 25 2019 December 7 2019 and December 7 2019respectively. The Board constituted Nomination and Remuneration Committee (NRC) hasevaluated the performance of these Independent Directors and considering their experienceand contribution made by them during their tenure recommended to the Board theirre-appointment. Therefore to ensure continuity of guidance from these IndependentDirectors the Board has re-appointed and/or recommended their re-appointment for theapproval of shareholders as Independent Directors of the Company not liable to retire byrotation for a term of 3 years from conclusion of their present term. Upon gettingapproval of the shareholders for their appointment as Independent Directors theirappointment shall be formalized by issuing a letter of appointment to them which shall
be open for inspection by the members at the registered office of theCompany in terms of applicable provisions of the Companies Act 2013.
In accordance with Section 152 of the Companies Act 2013 and rulesframed thereunder and in terms of the Articles of Association of the Company Mr. AjitKumar Mittal (DIN: 02698115) Non-Executive Director is liable to retire by rotation andbeing eligible has offered himself for re-appointment at the ensuing Annual GeneralMeeting. The Board of Directors recommended his re-appointment.
All the present Independent Directors of the Company have givendeclaration that they meet the Criteria of Independence laid down under Section 149(6) ofthe Companies Act 2013.
The matter relating to appointment/ re-appointment of aforementioneddirectors have been included in the Notice convening the 12th Annual General Meeting ofthe Company. The brief resume of the Directors proposed to be appointed/ reappointednature of their expertise in specific functional areas and name of the Companies in whichthey hold directorships and memberships/chairmanships of Board Committees and otherrequisite information are provided in the Notice convening the 12th Annual GeneralMeeting of the Company.
During the FY 2018-19 the Company pursuant to and in terms of ChapterVII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 issuedand allotted an aggregate 34507076 fully paid equity shares of face value of ' 2 each('Equity Shares') as per following details:
i) on May 28 2018 an aggregate of 17500000 Equity Shares wereallotted out of which 10000000 Equity Shares were allotted at an issue price of ' 330(including a premium of ' 328) per Equity Share to certain foreign portfolio investorsregistered with the SEBI pursuant to and in terms of shareholders' approval dated May 222018 and 7500000 Equity Shares were allotted at a conversion price of ' 132 (includinga premium of '130) per Equity Share to certain Promoter Group Entities of the Companyupon exercise/conversion of equivalent number of warrants which were allotted to thempursuant to and in terms of shareholders' approval dated December 16 2017; and
ii) on June 25 2018 an aggregate of 17007076 Equity Shares wereallotted out of which 7007076 Equity Shares were allotted at an issue price of ' 532(including a premium of ' 530) per Equity Share to certain foreign investors pursuant toand in terms of shareholders' approval dated June 11 2018 and 10000000 Equity Shareswere allotted at a conversion price of ' 132 (including a premium of ' 130) per EquityShare to certain Promoter Group Entities of the Company upon exercise/conversion ofequivalent number of warrants which were allotted to them pursuant to and in terms ofshareholders' approval dated December 16 2017.
On March 28 2019 the entire outstanding 2517700 RedeemableNon-Convertible Preference Shares of the Company were redeemed.
The paid up equity share capital of the Company as on March 31 2019was ' 178651138 comprising of 89325569 equity shares of face value of ' 2/- each.
Further in order to not alter the capital structure of the Companyahead of the on-going composite scheme of arrangement amongst the Company its direct andindirect subsidiaries and Indiabulls Pharmaceuticals Limited and their respectiveshareholders and creditors which was approved by the Board of Directors of the Company onJanuary 29 2019 ("Scheme") on which the regulatory approvals are underway andwith a view to avoid any delay in implementation of the Scheme which may occur due tochange in share capital of the Company upon conversion of convertible warrants (which wereissued by the Company on 2nd January 2018 i.e. around an year prior to the approval of theScheme) the warrant-holder promoter entities (namely Powerscreen Media Private LimitedCalleis Real Estate Private Limited Calleis Constructions Private Limited and CalleisProperties Private Limited) had decided to forego their rights of conversion of theirentire outstanding convertible warrants into equity shares of the Company. With this inaccordance with the terms of issuance of these warrants the entire outstandingconvertible warrants stood lapsed on June 29 2019 and the aggregate of '44.22 Cr (being25% upfront money paid by the warrant-holders to the Company at the time of allotment ofthese warrants) was forfeited by the Company.
EMPLOYEE STOCK OPTIONS
During the FY 2018-19 on August 9 2018 the Company has granted1000000 (Ten Lakhs) stock options under the Company's ESOP Scheme-2018 at an exerciseprice of ' 489.35 per option to certain eligible employees.
As on March 31 2019 an aggregate of 5566600 Employees Stock optionswere in force. These options upon exercise are convertible into equal number of EquityShares of the Company. As and when these options are exercised the paid-up share capitalof the Company shall stand increased accordingly. The disclosures required to be made incompliance with the applicable regulations have been placed on the website of the Company www.indiabullsinteeratedservices.com
During the year under review the Company has not accepted any depositsfrom the public falling within the ambit of Chapter V of the Companies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014 therefore the disclosures required interms of Rule 8 of the Companies (Accounts) Rules 2014 are not required to be given.
LISTING WITH STOCK EXCHANGES
The Equity Shares (ISIN: INE126M01010) of the Company continue toremain listed at BSE Limited and National Stock Exchange of India Limited. The listingfees payable to both the exchanges for the financial year 2019-20 have been paid.
(a) Statutory Auditors
The present term of M/s Agarwal Prakash & Co. CharteredAccountants (Firm Registration No. 005975N) the Statutory Auditors of the Company whowere appointed by the members at their Seventh Annual General Meeting held on September26 2014 for a period of five years shall come to an end on the conclusion of theensuing Twelfth Annual General Meeting of the Company. It is proposed to re-appoint theexisting auditors M/s Agarwal Prakash & Co. (Firm Registration No. 005975N) as theStatutory Auditors of the Company for a further period of five years i.e. from theconclusion of ensuing Twelfth Annual General Meeting until the conclusion of theSeventeenth Annual General Meeting of the Company. The Company has received a certificatefrom the Auditors to the effect that their continuation as such from the conclusion ofthis Annual General Meeting until the conclusion of Seventeenth Annual General Meetingwill be in accordance with the provisions of the Section 141(3)(g) of the Companies Act2013.
The Auditors' Report forming part of this Annual Report isself-explanatory and therefore do not call for any further explanation. No frauds havebeen reported by the Auditors of the Company in terms of the provisions of Section 143(12)of the Companies Act 2013 and Rules framed thereunder.
(b) Secretarial Auditor & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013read with the rules made thereunder the Company has appointed Mr. B.D. Tapriya aPracticing Company Secretary as its Secretarial Auditor to conduct the secretarial auditof the Company for the Financial Year 2018-19. The Company has provided all assistancefacilities documents records and clarifications etc. to the Secretarial Auditor forconducting their audit. The Report of Secretarial Auditor for the Financial Year 2018-19is annexed as Annexure 1 forming part of this Report. The Secretarial Compliance Reportas prescribed by SEBI is annexed as Annexure 2 forming part of this Report. The Reportsare self- explanatory and therefore do not call for any further explanation.
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility(CSR)" the Company has undertaken projects as per its CSR Policy (available onCompany's website at web-link: https://www.indiabullsinteeratedservices.com/pdf/CSR%20Policv.pdf )and the details are contained in the Annual Report on CSR Activities given in Annexure 3forming part of this Report. These projects are in accordance with Schedule VII of theCompanies Act 2013 read with the relevant rules.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI LODR Management Discussion andAnalysis Report for the year under review is presented in a separate section formingpart of this Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of SEBI LODR a separate section on CorporateGovernance Practices followed by the Company together with a certificate from aPracticing Company Secretary confirming compliance is presented in a separate sectionforming part of this Annual Report.
BUSINESS RESPONSIBILITY REPORT
Regulation 34 of the SEBI LODR mandates inclusion of the BusinessResponsibility Report (BRR) as part of the Annual Report for top 500 listed entities basedon market capitalization. In compliance with the regulation the BRR for the FY 2018-19 ispresented in a separate section forming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the following statementin terms of Section 134 of the Companies Act 2013:
(a) that in the preparation of the annual financial statements for theyear ended March 31 2019 the applicable accounting standards had been followed alongwith proper explanation relating to material departures if any;
(b) that such accounting policies as mentioned in the Notes to theFinancial Statements have been selected and applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and the profit and lossof the Company for the year ended on that date;
(c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
(d) the annual financial statements have been prepared on a goingconcern basis;
(e) that proper internal financial controls are in place and that suchfinancial controls are adequate and are operating effectively; and
(f) that systems to ensure compliance with the provisions of allapplicable laws are in place and are adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
In terms of Sections 92(3) and 134(3) of the Companies Act 2013 andrules framed thereunder Extract of the Annual Return for the Financial Year ended 31stMarch 2019 is annexed as Annexure 4 forming part of this Report and is also available atwebsite of the Company at web-link: https://www.indiabullsinteeratedservices.com/pdf/AnnualReturn.pdf
During the FY 2018-19 8 (Eight) Board Meetings were convened and held.The details of such meetings are given in Corporate Governance Report forming part of thisAnnual Report. The intervening gap between these meetings was within the period prescribedunder the Companies Act 2013. The notice and agenda including all material informationand minimum information required to be made available to the Board under Regulation 17read with Schedule II Part A of the SEBI LODR were circulated to all directors wellwithin the prescribed time before the meeting or placed at the meeting with the consentof majority of Directors (including one Independent Director). During the year separatemeeting of the Independent Directors was held on January 29 2019 without the presence ofNon-Independent Directors and the members of the Company Management.
PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEE AND DIRECTORS
The Nomination & Remuneration Committee (NRC) of the Boardreassessed the framework methodology and criteria for evaluating the performance of theBoard as a whole including Board committee(s) as well as performance of each director(s)and confirms that the existing evaluation parameters are in compliance with therequirements as per SEBI guidance note dated January 5 2017 on Board evaluation. Theexisting parameters includes effectiveness of the Board and its committees decisionmaking process Directors'/members' participation governance independence quality andcontent of agenda papers team work frequency of meetings discussions at meetingscorporate culture contribution and management of conflict of interest. Basis theseparameters the NRC had reviewed at length the performance of each director individuallyand expressed satisfaction on the process of evaluation and the performance of eachDirector. The performance evaluation of the Board as a whole and its committees namelyAudit Committee Nomination and Remuneration Committee and Stakeholders' RelationshipCommittee as well as the performance of each director individually was carried out by theentire
Board of Directors. The performance evaluation of the Non-IndependentDirectors and the Board of Directors as a whole was carried out by the IndependentDirectors in their meeting held on January 29 2019. The Directors expressed theirsatisfaction with the evaluation process.
Also the Executive Director of the Company on a periodic basis hashad one-to-one discussion with the directors for their views on the functioning of theBoard and the Company including discussions on level of engagement and contributionindependence of judgment safeguarding the interest of the Company and its minorityshareholders and implementation of the suggestions offered by Directors eitherindividually or collectively during different board/ committee meetings.
The Board has framed a policy for selection and appointment ofDirectors Senior Management and their remuneration on the recommendation of Nominationand Remuneration Committee. The Remuneration Policy is briefly stated in the CorporateGovernance Report forming part of this Annual Report and is also available at the websiteof the Company at web-link: https://www.indiabullsinteeratedservices.com/pdf/Remuneration%20PolicvIBULISL.pdf .
LOANS GUARANTEES OR INVESTMENTS
During the FY 2018-19 in terms of the provisions of Section 186(1) ofthe Companies Act 2013 the Company did not make any investments through more than twolayers of investment companies.
The Company's investment/loans/guarantees during FY 2018-19 were incompliance with the provisions of Section 186 of the Companies Act 2013 particulars ofwhich are captured in financial statements of the Company forming part of this AnnualReport.
RELATED PARTY TRANSACTIONS
During the year no materially significant related party transactionwas entered by the Company with its Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with the interest of the Company atlarge. Details of all related party transactions are disclosed in the financial statementof the Company forming part of this Annual Report. None of the transactions with relatedparties is material transaction and/or transaction which is not at Arm's length requiringdisclosure pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014. The Policy on materiality of Related Party Transactions and alsoon dealing with such transactions is available on the website of the Company at web-link:
https://www.indiabullsintegratedservices.com/pdf/Policv%20for%20Dealing%20with%20Related%20Partv%20Transactions.pdf INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an elaborate system of internal controls commensuratewith the size scale and complexity of its operations; it also covers areas like financialreporting fraud control compliance with applicable laws and regulations etc. Regularinternal audits are conducted to check and to ensure that responsibilities are dischargedeffectively. The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control systems in the Company its compliance with regulatorydirectives efficacy of its operating systems adherence to the accounting procedures andpolicies of the Company and its subsidiaries. Wherever required the internal auditefforts are supplemented by audits conducted by specialized consultants/audit firms. Basedon the report of the Internal Auditors process owners undertake corrective actions intheir respective areas and thereby strengthen the controls.
MATERIAL CHANGES AND COMMITMENTS
Except as disclosed in this report there are no material changes andcommitments affecting the financial position of the Company which has occurred betweenthe end of the Financial Year of the Company i.e. March 31 2019 and the date of thisReport.
Further no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo is as under:
A. Conservation of Energy
The Company operations do not account for substantial energyconsumption. However the Company is taking all possible measures to conserve energy. Asan ongoing process the following measures are undertaken:
(a) Replacing all of its lighting system with LEDs which is expectedto slash related electricity consumption by over 50%.
(b) Installation of five star energy conservation air conditioningsystems.
(c) Installation of automatic power controllers to save maximum demandcharges and energy.
(d) Installation of TFT monitors that saves power.
(e) Periodic Training sessions for employees on ways to conserve energyin their individual roles.
B. Technology Absorption
The nature of business being carried out by the Company entails anextensive use of effective information technology so as to ensure that its services reachthe end users i.e. its clients without any loss of time. The Company has implemented bestof the class applications to manage and automate its business processes to achieve higherefficiency data integrity and data security. It has helped it in implementing bestbusiness practices and shorter time to market new schemes products and customer services.
The Company's investment in technology has improved customer servicesreduced operational costs and development of new business opportunities.
C. Foreign Exchange Earnings and Outgo
There was no earning and outgo in foreign exchange during the yearunder review and the previous year.
BUSINESS RISK MANAGEMENT
Pursuant to the applicable provisions of the Companies Act 2013 theCompany has formulated robust Business Risk Management framework to identify and evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on its business objectives and enhance its competitive advantage. Itdefines the risk management approach across the Company and its subsidiaries at variouslevels including the documentation and reporting. At present the Company has notidentified any element of risk which may threaten its existence.
Based on the Market Capitalisation as on March 31 2019 the Companybeing amongst the Top 500 listed entities has constituted a Risk Management Committee incompliance with Regulation 21 of the SEBI LODR details of which are disclosed in theCorporate Governance Report forming part of this Annual Report.
PARTICULARS OF EMPLOYEES
Pursuant to the applicable provisions of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014disclosures on Managerial Remuneration are provided in Annexure 5 forming part of thisReport. In terms of the provisions of Section 136(1) of the Companies Act 2013 read withthe said rules the Directors' Report is being sent to all the shareholders of the Companyexcluding the annexure on the names and other particulars of employees required inaccordance with Rule 5(2) of said rules which is available for inspection by the memberssubject to their specific written request in advance to the Company Secretary. Theinspection is to be carried out at the Company's Registered Office during business hourson working days of the Company up to date of ensuing Annual General Meeting.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Independent Directors are familiarized with their roles rights andresponsibilities in the Company as well as with the nature of industry and business modelof the Company through presentations about the Company's strategy business model productand service offerings customers' & shareholders' profile financial details humanresources technology facilities internal controls and risk management their rolesrights and responsibilities in the Company. The Board is also periodically briefed on thevarious changes if any in the regulations governing the conduct of IndependentDirectors. The details of the familiarization programs have been hosted on the website ofthe Company at web-link:
Pursuant to Section 129 of the Companies Act 2013 the Company hasprepared its Consolidated Financial Statement along with all its subsidiaries in the sameform and manner as that of the Company which shall be laid before its ensuing TwelfthAnnual General Meeting along with its Standalone Financial Statement. The ConsolidatedFinancial Statements of the Company along with its subsidiaries for the year ended March31 2019 form part of this Annual Report.
For the performance and financial position of each of the subsidiariesof the Company along with other related information required pursuant to Rule 8(5)(iv) ofthe Companies (Accounts) Rules 2014 the Members are requested to refer to the FinancialStatements of the Company. Further pursuant to the provisions of Section 136 of the Actthe financial statements of the Company consolidated financial statements along withrelevant documents and separate audited accounts in respect of subsidiaries are alsoavailable on the website of the Company. Shareholders may write to the Company for theannual financial statements and detailed information on subsidiary companies. Further thedocuments shall also be available for inspection by the shareholders at the registeredoffice of the Company.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIESOR ASSOCIATE COMPANIES
During the FY 2018-19 following companies became direct/ indirectsubsidiaries of the Company:
1. Indiabulls Enterprises Limited
2. Indiabulls Pharmacare Limited
3. Indiabulls Rural Finance Private Limited
COMMITTEES OF THE BOARD
The Company has following Board constituted committees which have beenestablished as a part of the best corporate governance practices and is in compliance withthe requirements of the relevant provisions of applicable laws and statutes:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders Relationship Committee
(d) Corporate Social Responsibility Committee
(e) Risk Management Committee
The details with respect to composition power role terms ofreference etc. of each of these committees are given in the Corporate Governance Reportforming part of this Annual Report.
Apart from the above the Board has also constituted CompensationCommittee for administration of stock option scheme(s) Management Committee foroperational matters Issuance Committee for considering issuance of securities andReorganization Committee for considering evaluating and implementing reorganizationplans.
The Board of Directors state that the Company has complied with theapplicable Secretarial Standards (SS-1 and SS-2) respectively relating to Meetings of theBoard its Committees and the General Meetings as issued by the Institute of CompanySecretaries of India.
NUMBER OF CASES FILED IF ANY AND THEIR DISPOSAL UNDER SECTION 22 OFTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
The Company has zero tolerance towards harassment at the workplace andhas complied with the provisions and constituted an Internal Complaints Committee and alsoadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.
During the financial year 2018-19 no case of sexual harassment wasreported.
UTILIZATION OF PROCEEDS OF PREFERENTIAL ISSUE
The Company had during FY 2018-19 raised an aggregate amount of '1032.12 crores through preferential issues out of which as at June 30 2019 ' 903.40crores has been utilized towards capitalization/ funding company's wholly ownedsubsidiaries as per stated objects of the issues and balance ' 128.72 crores has beeninvested in interest bearing instruments/deposits till deployment for the stated objectsof the issues as the Company awaits regulatory approvals to undertake the proposed lifeinsurance and general insurance business through its wholly-owned subsidiaries.
APPLICABILITY OF MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified bythe Central Government under sub-section (1) of section 148 of the Companies Act 2013.
The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of its business operations. To maintain these standards theCompany has implemented the Whistle Blower Policy (''the Policy'') to provide an avenuefor employees to report matters without the risk of subsequent victimizationdiscrimination or disadvantage. The Policy applies to all employees working for theCompany and its subsidiaries. Pursuant to the Policy the whistle blowers can raiseconcerns relating to matters such as breach of Company's Code of Conduct fraud briberycorruption employee misconduct illegality misappropriation of Company's funds/assetsetc. A whistle- blowing or reporting mechanism asset out in the Policy invites allemployees to act responsibly to up hold the reputation of the Company and itssubsidiaries. The Policy aims to ensure that serious concerns are properly raised andaddressed and are recognized as an enabling factor in administering good governancepractices. The details of the Whistle Blower Policy are available on the website of theCompany: www.indiabullsintegratedservices.com .The Audit committee set by the Board constitutes a vital component of the whistle blowermechanism and instances of financial misconduct if any are reported to the Auditcommittee. No employee is denied access to the Audit Committee.
Electronic copies of the Annual Report 2018-19 and Notice of theTwelfth AGM are being sent to all the members whose email addresses are registered withthe Company / Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2018-19 and Notice of the Twelfth AGM willbe sent in the permitted mode.
The Company is providing e-voting facility to all members to enablethem to cast their votes electronically on all resolutions set forth in the Notice of theTwelfth AGM. This is pursuant to section 108 of the Companies Act 2013 and Rule 20 of theCompanies (Management and Administration) Rules 2014 as substituted by Companies(Management and Administration) Amendment Rules 2015 and the SEBI LODR. The instructionsfor e-voting are provided in the AGM Notice.
Your Company has been able to operate efficiently because of theculture of professionalism creativity integrity and continuous improvement in allfunctional areas and the efficient utilization of all its resources for sustainable andprofitable growth. Your Directors wish to place on record their appreciation of thecontributions made and committed services rendered by the employees of the Company atvarious levels. Your Directors also wish to express their gratitude for the continuousassistance and support received from the investors clients bankers regulatory andgovernment authorities during the year.
For and on behalf of the Board of Directors
|Manvinder Singh Walia ||Ajit Kumar Mittal |
|Executive Director ||Director |
|DIN: 07988213 ||DIN:02698115 |
Date: August 14 2019
Place : Gurugram