To The Members of Indo-City Infotech Limited
Your Directors have pleasure in presenting the Twenty Fifth Annual Report andAudited Financial Statement of the Company for the year ended 31st March 2017.
I. FINANCIAL RESULTS:
Financial results of the Company during the year vis-a-vis previous year are asfollows:-
| || ||(Rupees) |
| ||2016-17 ||2015-16 |
|PROFIT BEFORE TAX ||418541 ||362680 |
|Add/(Less): Provision for Tax ||(255719) ||(188122) |
|Total ||162822 ||174558 |
|Add.: Amount Brought Forward ||9168759 ||8994201 |
|Less.: Transfer to Reserve ||(32564) ||Nil |
|Balance Carried to Balance Sheet ||9299017 ||9168759 |
II. TRANSFER TO RESERVE:
Company has transferred an amount of Rs.32564/- to reserve fund as per section 45-IC(1) of Reserve Bank of India Act 1934 during the year.
III. DIVIDEND :
To conserve the resources your directors express their inability to recommend anydividend for the year under review.
Total income of the company during the year under review was Rs. 21846688/- asagainst Rs. 6169691/- for the previous year and the profit after tax for the year stoodat Rs. 162822/- as against Rs. 174558/-for the previous year.
V. FUTURE OUTLOOK:
Your Company is planning to expand its existing business as well as other projects andrequisite steps are being taken to fructify the same. Your directors foresee bright futureand higher earnings in the coming years.
VI. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):
Mrs. Shashi Aneel Jain Director who retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for re-appointment.
Mr. Pratik Mewada was appointed as Company Secretary and Compliance Officer on 13thJune 2016 and thereafter resigned on 12th January 2017 therefore Mr. AkashAnchan was appointed as Company Secretary and Compliance Officer W.e.f 12th January2017.
The Equity shares of the Company continue to be listed at the Bombay Stock ExchangeLimited (BSE). The Company has paid the requisite listing fees to the said stock exchangefor the financial year 2016-17.
VIII. REPORT ON CORPORATE GOVERNANCE:
Your company has been proactive in following the principle and practice of goodcorporate governance. The Company has taken adequate steps to ensure that the conditionsof Corporate Governance as stipulated in Regulation 27(2) (a) of the Listing Regulationsof the Stock Exchanges are complied with.
A separate statement on corporate governance is annexed as a part of the Annual Reportalong with the Auditor's certificate on its compliance. A report in the form of ManagementDiscussion and Analysis.
Pursuant to Regulation 27(2) (a) of the Listing Regulations as a part of this reportis as a part of the Annual Report.
IX. STATUTORY AUDITORS:
Pursuant to the provisions of section 139 of the Act and the rules framed thereafter M/s.S.K. PATODIA & ASSOCIATES Chartered Accountants were appointed as statutoryauditors of the Company from the conclusion of the Twenty Second Annual General Meeting(AGM) of the Company held on September 29 2014 till the conclusion of the twenty SixthAnnual
General Meeting (AGM) to be held in the year 2018 subject to ratification of theirappointment at every Annual General Meeting.
In view of the above the existing appointment of M/s. S.K. PATODIA & ASSOCIATESChartered Accountants Mumbai covering the period from the conclusion of this ensuing AGMuntil the conclusion of the next AGM is being placed for members' ratification.
X. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company has a Vigil Mechanism/Whistle Blower Policy for your Directors andemployees to safeguard against victimisation of persons who use vigil mechanism/WhistleBlower Policy to report their genuine concerns.
XI. PUBLIC DEPOSITS:
During the year under review the Company has not accepted any deposits within themeaning of section 73 and 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.
XII. RESERVE BANK OF INDIA GUIDELINES FOR NBFCs:
The Company has observed all the prudential norms prescribed by Reserve Bank of India.
XIII. PARTICULARS OF EMPLOYEES:
As per provisions of Section 197 (12) of the Companies Act 2013 read with Rule 5 (2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 arenot applicable to the Company as the Company have not employed any employee whose salaryexceeds Rs. 10200000/- per annum or Rs. 850000/- per month during the financial yearending 31st March 2017.
XIV. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE AND OUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 to the extent applicableis annexed herewith as "ANNEXURE I"
XV. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3)-(c) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement your Directors based on theirknowledge and belief and the information and explanations obtained and confirm that:
a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;
c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and irregularities;
d. The directors had prepared the annual accounts on a going concern basis;
e. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
XVI. MEETINGS OF BOARD OF DIRECTORS:
During the year 9 (Nine) meetings of the Board of Directors of the Company and 4(four) meetings of the Audit Committee of the Board were convened and held. The details ofdate of meetings and the attendance of each director at the Board Meetings and Committeesare provided in the Report on Corporate Governance. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.
XVII. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED:
Particulars of loans given investments made guarantees given and securities providedif any along with the purpose for which the loan or guarantee or security is proposed tobe utilized by the recipient are provided in the financial statement wherever applicable.
XVIII. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. VMR & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit forthe year ended 31st March 2017 is annexed herewith "ANNEXURE II"and forming part of the report.
XIX. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3) (a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return in MGT9 is annexed herewith "ANNEXURE III" and forming part of the report.
XX. DECLARATION OF INDEPENDENT DIRECTORS:
Pursuant to section 134(3) (d) of the Companies Act 2013 your Company confirm havingreceived necessary declarations from all the Independent Directors under section 149(7) ofthe Companies Act 2013 declaring that they meet the criteria of independence laid downunder Section 149(6) of the Companies Act 2013 and Regulation 16(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
XXI. DEPOSITORY SERVICES:
The Company's Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares of theCompany in a dematerialized form in either of the two Depositories Shareholders thereforeare requested to take full benefit of the same and lodge their holdings with DepositoryParticipants [DPs] with whom they have their Demat Accounts for getting their holdings inelectronic form.
XXII. ELECTRONIC VOTING:
Your Company has entered into an agreement with NSDL for providing facility of remotee-voting to its shareholders for casting their vote electronically in the ensuing AnnualGeneral Meeting.
XXIIII. BOARD PERFORMANCE EVALUATION:
Pursuant to Section 134(3)(p) of the Companies Act 2013 read with Schedule IV theretoand in terms of Regulation 17(10) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 your Company has set up a policy for the performanceevaluation of all Directors The Board of Directors has put in place a process to formallyevaluate the effectiveness of the Board its Committees along with performance evaluationof each Director to be carried out on an annual basis. Accordingly the annual performanceevaluation of the Board its Committees and each Director was carried out during thefinancial year 2016-17.
Performance of each of your Directors is evaluated on the basis of several factors bythe entire Board excluding the Director being evaluated. Your Company has also set upPerformance Evaluation Policy for its Independent Directors and Executive Directorsinter-alia which includes independent view on Key appointments and strategy formulationsafeguard of stakeholders interest raising concerns if any to the Board updation ofskills and knowledge strategic planning for finance and business related operationalperformance level of the Company qualification and leadership skills. The Board ofDirectors of your Company discusses and analyses its own performance on an annual basistogether with suggestion for improvements thereon based on the performance objectives setfor the Board as a whole. The Board approved the evaluation results.
XXIV. AUDIT COMMITTEE:
In accordance with the provisions of the Listing Regulations and Corporate Governancethe Company has constituted an Audit Committee comprising of Independent Directors. TheAudit Committee acts in accordance with the terms of reference specified from time to timeby the Board. The details of the terms of audit committee and other details are providedin the Report on Corporate Governance.
XXV. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and Rules made there under your Company hasconstituted Internal Complaints Committees (ICC). During the year no complaints withallegations of sexual harassment have been received by Internal Complaints Committees.
XXVI. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of yourCompany is furnished hereunder:
|Sr. No Name ||Designation ||Remuneration paid for the Financial Year 2016-17 |
| || ||(Amount in Rs.) |
|1. Mr. Aneel Banwari Jain ||Managing Director ||930000/- |
|2. Mrs. Shashi Jain ||Non-Executive Director ||- |
|3. Mr. Ramesh Chandra Pusola ||Chief Financial Officer ||377195/- |
|4. Mr. Pratik Mewada || || |
|(w.e.f. 13/06/2016 till 12/01/2017) ||Company Secretary ||181114/- |
|5. Mr. Akash Anchan (w.e.f. 12/01/2017) ||Company Secretary ||60590/- |
1. A brief write up on the Human Resource Department and initiatives taken during theyear 2016-17
The Human Resources department of your Company has effectively tried to partner thebusiness in the year under review to register good growth in line with the Company'stargets. Through structured Human Resource processes your Company has been able to attractand retain the right talent at all levels.
The Company has been in constant process of maintaining a great and pleasant Place toWork where employees trust the Company they work for take pride in what they do and enjoythe company of the people they work with. The Company strongly believes that an engagedworkforce is critical in achieving its business goals and building a sustainableorganization. Under this initiative over the last one year your Company did considerablework around Rewards & Recognition Training & Development Compensation &Benefits and Work Life Balance. A positive work environment employee driven initiativesand exciting career prospects have helped keep attrition under control inspite ofaggressive external market factors.
2. The Percentage increase in remuneration of all Executive Directors Chief FinancialOfficer and Company Secretary were as under:
|Name ||Designation ||Increase |
|Mr. Aneel Banwari Jain ||Managing Director ||- |
|Mr. Ramesh Chandra Pusola ||Chief Financial Officer ||4.80 |
|Mr. Pratik Mewada (from 13/06/2016 till 12/01/2017) ||Company Secretary ||- |
|Mr.Akash Anchan ( W.e.f. 12/01/2017 ||Company Secretary ||- |
3. Your Company considered the following factors while recommending increase in theremuneration.
1. Financial performance of the Company.
2. Sales growth of your Company during the year under review.
3. Salary Benchmarking against peer companies.
4. Industry benchmarks.
4. There are no employees of your Company who receive remuneration in excess of thehighest paid Director of the Company.
XXVII. INTERNAL FINANCIAL CONTROLS:
Your Company has put in place adequate internal financial controls with reference tothe financial statements. The Board has adopted the policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets prevention and detection of frauds and errorsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.
XXVIII. SUBSIDIARIES JOINT VENTURE & ASSOCIATE COMPANIES:
The Company has associate company further a separate statement containing the silentfeatures of the Financial statement of associate of the company has been disclosed in theprescribed form AOC-1 is annexed herewith "ANNEXURE IV" and forming partof the report and the Company does not have any subsidiary and joint venture companies.
XXIX. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee for approval. Information ontransactions with related parties pursuant to section 134(3)(h) of the Companies Act 2013read with rule 8(2) of the Companies (Accounts) Rules 2014 are disclosed in Note No. 25attached to and forming part of the Accounts and in "ANNEXURE V" in FormAOC-2 and the same forms are part of this report.
XXX. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and your Company's operations in future.
XXXI. RISK MANAGEMENT POLICY:
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board:
1. To ensure that all the current and future material risk exposures of the Company areidentified assessed quantified appropriately mitigated minimized and managed i.e. toensure adequate systems for risk management and;
2. To establish a framework for the Company's risk management process and to ensure itsimplementation;
3. To enable compliance with appropriate regulations wherever applicable;
4. To assure business growth with financial stability.
XXXII. CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
Your Directors wish to place on record their appreciation and acknowledgement withgratitude for the support and assistance extended to the Company by the BankersShareholders and Customers. Your Directors place on record their deep sense ofappreciation for the devoted service of the executive and staff at all levels of theCompany.
| ||By Order of the Board |
| ||For Indo-City Infotech Limited |
|Place : Mumbai ||(Aneel Jain) |
|Dated : 11th August 2017 ||Chairman & Managing Director |
| ||DIN: 00030742 |