To the Members
Your Directors have pleasure in presenting their Fifty Ninth Annual Report togetherwith the Audited Financial Statements of your Company for the Financial Year ended March31 2017. The Management Discussion and Analysis are also included in this Report.
The performance of your Company for the financial year under review is summarizedbelow:
(Rs. in Lakhs)
|Particulars ||2016-17 ||2015-16 |
|Revenue from Operations & Other Income ||564.32 ||483.05 |
|Profit before exceptional and extraordinary items and tax ||152.99 ||140.85 |
|Less: Exceptional Items ||- ||- |
|Profit before extraordinary items and tax ||152.99 ||140.85 |
|Less: Extraordinary items ||- ||- |
|Profit before Tax ||152.99 ||140.85 |
|Less: Tax expense (Net) ||5.66 ||45.66 |
|Profit for the period ||147.33 ||95.19 |
|Proposed Dividend (including Dividend Distribution Tax) ||- ||50.18 |
Dividend and Reserves
In order to conserve capital for future investments plan therefore the Board did notrecommend any dividend for the year
ended March 31 2017. During the year under review no amount was required to betransferred to General Reserve.
During the year the Company has not issued shares with differential voting rights norhas granted any stock options or sweats equity no bonus shares were issued by theCompany. There was no provision made by the Company for purchase of its own shares byemployee or by the trustee. As on March 31 2017 none of the Directors of the Companyhold instruments convertible into equity shares of the Company. During the year there wasno change in the Share Capital of the Company. As on March 31 2017 the issuedsubscribed and paid up share capital of your Company stood at Rs. 41 691000/-comprising 4169100 Equity shares of Rs. 10/- each.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. GautamKhandelwal Director retires by rotation at the ensuing Annual General meeting and beingeligible offers himself for re-appointment. Mr. Gautam Khandelwal aged 55 years holdsBachelor's Degree in Economics from the University of Mumbai and has studied Economicsfrom London School of Economics. He is having around 28 years of business experienceacross various industries. He is also on Board of Nagpur Power And Industries LimitedZeppelin Investments Private Limited The Motwane Manufacturing Company Private LimitedVarroc Polymers Private Limited Varroc Engineering Private Limited Entecres Labs Private
Limited and Khandelwals Limited London. He is spouse of Mrs. Suelve Gautam KhandelwalWhole Time Director of the Company. The board recommends his re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting.
The Company has following persons as Key Managerial personnel:
|Name of the person ||Designation ||Date of Appointment |
|1. Mrs. Suelve Gautam Khandelwal ||Executive Director ||01.04.2015 |
|2. Mrs. Roshan D'Souza ||Chief Financial Officer ||30.09.2014 |
|3. Ms. Reena Yadav ||Company Secretary & Compliance Officer ||13.08.2014 |
Details of Board meetings
During the year the Board of Directors met 5 (Five) times details of which are asfollows:
|Date of Meetings ||No. of Directors attended the Meeting |
|May 27 2016 ||3 |
|July 22 2016 ||3 |
|August 10 2016 ||3 |
|November 07 2016 ||4 |
|February 10 2017 ||4 |
Mr. Gautam Khandelwal Mrs. Suelve Gautam Khandelwal and Mr. Nimis Shethattended all the meetings during the year; and
Mr. Ajay Kumar Swarup attended 2 Meetings out of 5 during the year.
Committees of the Board and attendance at last AGM
The details of the various committees of the board and their composition and number ofmeetings attended as on March 31
2017 are as under:
|Name of Director(s) || |
Stakeholders Relationship Committee
Nomination and Remuneration Committee
|Attendance at last AGM |
| ||Chairman/ Member ||No. of Meeting attended ||Chairman/ Member ||No. of Meeting attended ||Chairman/ Member ||No. of Meeting attended || |
|Mr. Nimis Seth ||Chairman ||4 ||Chairman ||4 ||Chairman ||2 ||Yes |
|Mr. Gautam Khandelwal ||Member ||4 ||Member ||4 ||Member ||2 ||Yes |
|Mr. Ajay Kumar Swarup ||Member ||2 ||- ||- ||Member ||1 ||No |
|Mrs. Suelve Gautam Khandelwal ||- ||- ||Member ||4 ||- ||- ||No |
The Audit Committee met 4 (Four) times during the year i.e. on May 27 2016August 10 2016 November 07 2016 and February 10 2017.
The Stakeholders Relationship Committee met 4 (Four) times during the year i.e.on May 27 2016 August 10 2016 November 07 2016 and February 10 2017.
Nomination and Remuneration Committee met 2 (Two) times during the year i.e. onMay 27 2016 and February 10 2017.
The Risk Management Committee was dissolved by the Company w.e.f. May 27 2016.
Declaration by Independent Directors (IDs)
Mr. Nimis Sheth and Mr. Ajay Kumar Swarup are Independent Directors of the Company. TheCompany has received a declaration from them confirming that they meet the criteria ofindependence as prescribed under Section 149 (6) of the Companies Act 2013.
During the year the Independent Director meeting was held on November 07 2016.
Nomination And Remuneration Policy
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes and independence of adirector and other matters provided under sub-section (3) of Section 178 of the CompaniesAct 2013 is adopted by the Board and may be accessed on the Company's website at thelink: http://informed-tech.com/investors/corporate-governance/. We affirm that theremuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the Company. Further the Nomination and Remuneration Committeedevises the policy on Board diversity to provide for having a broad experience anddiversity on the Board.
Pursuant to the provisions of the Companies Act 2013 and applicable provision of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a structuredquestionnaire was prepared as per the requirement of the act which included variousaspects of Boards and Committees functioning Composition of the Board and its Committeesfunctioning of the Individual directors board diversity. The aspects covered in theevaluation included the contribution to and monitoring of corporate governance practicesand the fulfillment of Directors' obligations and fiduciary responsibilities includingbut not limited to active participation at the Board and Committee meetings.
Further the Independent Directors at their meeting reviewed the performance of BoardChairman of the Board and of Non
- Executive Directors.
The Board expressed their satisfaction with the evaluation process.
Significant and material orders passed by the regulators or courts or tribunals
There were no significant material orders passed by the regulators or courts ortribunals which may impact the going
Concern status and Company's operations.
Internal financial controls
The details in respect of internal financial control and their advocacy are included inthe management discussion and analysis which forms part of this Annual Report.
During the year your Company has not accepted any deposits under the provisions ofChapter V of the Companies Act 2013 and the rules made there under.
Subsidiary/Joint Ventures/Associate Companies:
The Company does not have any Subsidiary/Joint Ventures companies. During the yearunder review Entecres Labs Private
Limited become an Associate of your Company.
Loans guarantees or investments
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
Management Discussion and Analysis
a) Industry Review and future outlook:
The Indian IT industry has now matured and is internationally recognized for itstechnical skills & trained manpower. The need for greater transparency in governanceof companies in international financial markets is continuing to drive businesses in whichthe Company is associated as a service provider. The Indian companies are now emphasizingon improving technology and offering higher value added services. The digitaltransformation of businesses provides opportunities for IT Services industry in providinga range of new services.
The Company is principally engaged in the business of Business Process Outsourcingwhich is only reportable segment.
The Company is actively looking for expansion opportunities in various sectors whichare technology enabled in order to drive growth for the Company.
b) Business Review & Development and Overview of Financial Performance &Operations:
Your Company is operating as IT enabled service provider and is a leading contentprovider to the securities and financial research industry. Company's Data Managementtechniques enable organizations to leverage their operations and help them reduce costsand turnaround time.
Your Company has also developed insight into the market segment of financial contentand has developed relationships with its customers which are well known and respectedAmerican Corporations. Further the strengthening of the US dollar has benefited yourCompany in terms of actual revenue realizations. During the year the total revenue fromoperational activities has reduced to Rs. 287.20 Lakhs as compared to Rs. 308.93 Lakhs inprevious year. Your Company is also exploring new business opportunities in other areas ininformation technology services and is in the process of developing software applicationsolutions for proprietary products. The total income of the Company has increased to Rs.564.32 Lakhs compared to Rs. 483.05 Lakhs in previous year.
c) Internal Control Systems:
The Company has adequate internal control systems in place with reference to thefinancial statements. The Audit Committee of the Board periodically reviews the internalcontrol systems with the management Internal Auditors and Statutory Auditors and theadequacy of internal audit function significant internal audit findings and follow-upsthereon.
The Company has also implemented Quality Management System (QMS) and has got itselfregistered under ISO 9001:2008 Standard.
d) Risks Concerns & Threats:
This section lists forward-looking statements that involve risks and uncertainties. Ouractual results could differ materially from those anticipated in these statements asresults of certain factors. Our Risks Concerns & Threats are as follows:
We may not be able to sustain our previous profit margins or levels ofprofitability.
Our revenues are dependent on clients primarily located in the United States andAustria as well as on clients concentrated in specific sectors. An economic slowdown orother factors that affect the economic health of the United States and Austria or thosesectors or any other impact on the growth of such sectors may affect our business.
Currency fluctuations may affect the revenue generation from our operations.
Intense competition in the market could affect our pricing which could reduceour share of business from clients and decrease our revenues.
A large part of our revenues is dependent on our top clients and the loss of anyone of our major clients could significantly impact our business.
Our client contracts can typically be terminated without cause and with littleor no notice or penalty which could negatively impact our revenues and profitability.
We may be liable to our clients for damages caused by the disclosure ofconfidential information system failures errors or unsatisfactory performance ofservices.
We may engage in acquisitions strategic investments strategic partnerships oralliances or other ventures that may or may not be successful.
Anti-outsourcing legislation in certain countries in which we operate i.e.Unites States and Austria may restrict companies in those countries from outsourcing workto us or may limit our ability to send our employees to certain client sites.
In the event that the Government of India or the government of another countrychanges its tax policies in a manner that is adverse to us our tax expense may materiallyincrease reducing our profitability.
If the Government of India modifies dividend distribution tax rates orintroduces new forms of taxes on the distribution of profits or changes the basis ofapplication of these taxes the same could materially affect the returns to ourshareholders.
e) Associate Company and Consolidated Statements
During the year Your Company invested in Entecres Labs Private Limited("ELPL") and acquired 27.96% of equity shares with voting rights making it anAssociate of your Company. During the year revenue of the ELPL has increased to Rs.271.80 Lakhs from Rs. 113.55 Lakhs in the previous year and its net profit has increasedto Rs. 21.75 Lakhs from Rs. 5.35 Lakhs in the previous year.
The Consolidated Financial Statement of your Company for the financial year 2016-17are prepared in compliance with applicable provisions of the Companies Act 2013Accounting Standard and SEBI (LODR) Regulations 2015 as prescribed by the Securities andExchange Board of India (SEBI). The Consolidated Financial Statements have been preparedon the basis of audited financial statements of the Company its associates as approvedby their respective Board of Directors.
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient features of the financial statement of Company's associate is given as AOC -1.Brief particulars about the business of the Associate company is given thereunder:-
Entecres Labs Private Limited ("ELPL") is the brainchild of a group ofresearch engineers along with some professors and educationalists. The company's corebusiness is to promote STEM education (STEM stand for Science Technology Engineeringand Mathematics) among students at an earlier age. It has presence in five countriesincluding Malaysia Sri Lanka and Singapore etc. The investment has allowed your Companyto enter the education sector and explore new opportunities for growth in education andtechnology sector.
f) Material developments in human resources / industrial relations including number ofpeople employed
The human resource plays a vital role in the growth and success of an organization. TheCompany has maintained cordial and harmonious relations with employees.
During the year under review various training and development workshops were conductedto improve the competency level of employee with an objective to improve the operationalperformance of individuals. The Company has built a competent team to handle challengingassignments and projects.
The Company has 28 permanent employees as on March 31 2017.
The Company is aware of the risks associated with the business. The Senior Managementsregularly analyses and takes corrective actions for managing / mitigating the same. Interms of the requirement of the Act the Company has authorized Senior Management tomanage monitor and report on the principal risks and uncertainties that can impact theability to achieve the Company's strategic objectives. The Senior Management periodicallyinforms the board on various issues along with its recommendations and comments forBoard's review and necessary action.
Statutory Auditors their Report and Notes to Financial Statements
As per the provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 the term of office
of M/s. M.V. Ghelani & Co. Chartered Accountants (ICAI Registration No. 119077W)as the Statutory Auditors of the Company will conclude from the close of the forthcomingAGM of the Company. The Board of Directors places on record its appreciation for theservices rendered by them as the Statutory Auditors of the Company. Subject to approval ofthe Members the Board of Directors of the Company has recommended the appointment of M/s.Parekh Sharma and Associates Chartered accountants (Firm Registration No. 129301W) asthe Statutory Auditors of the Company pursuant to Section 139 of the Act.
As required under the provisions of section 139(1) of the Companies Act 2013 theCompany has received a written consent from M/s. Parekh Sharma And Associates CharteredAccountants in respect to their appointment and a Certificate to the effect that theirappointment if made would be in accordance with the Companies Act 2013 and the Rulesframed thereunder and that they satisfy the criteria provided in section 141 of theCompanies Act 2013.
The Board of Directors has on the recommendation of the Audit Committee proposed theappointment of M/s. Parekh Sharma and Associates Chartered Accountants (Firm RegistrationNo. 129301W) as the Statutory Auditors of the Company for a period of 5 years to holdoffice from the conclusion of this Annual General Meeting till the conclusion of the Fifthconsecutive Annual General Meeting of the Company to be held in the year 2022 (subject toratification of their appointment at every AGM) if so required under the Act.
The Notes on financial statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation or adverse remark.
In terms of Section 204 of the Act and Rules made there under M/s. DSM &Associates Practicing Company Secretary (COP No.: 9394) have been appointed SecretarialAuditors of the Company. The report of the Secretarial Auditor is enclosed as AnnexureI to this report. The report is self-explanatory and do not call for any furthercomments.
During the year under review M/s. Parekh Sharma And Associates Chartered Accountantshad carried out the internal audit exercise and submitted their reports periodically.
Related Party Transactions
There have been no materially significant related party transactions between theCompany and the Directors the management the key managerial personnel or their relativesexcept for those disclosed in the financial statements.
Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) along with the justification for entering into such contract orarrangement in Form AOC-2 does not form part of the report.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and can be accessed at the Web link:http://informed-tech.com/investors/corporate-governance/
Extract of the Annual Return
Pursuant to the provisions of section 92 (3) of Companies Act 2013 the extract of theannual return in Form No. MGT 9 is enclosed with the report as Annexure II.
Disclosures pursuant to The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014
A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:
|Name of Director/ KMP and Designation ||Remuneration of Director /KMP for financial year 2016-17 (Rs. In Lacs) ||% increase in Remuneration in the financial year 2016-17 ||Ratio of remuneration of each Director/ to median remuneration of employees ||Comparison of the Remuneration of the KMP against the performance of the Company |
|1. Mr. Gautam Khandelwal Non Executive Chairman ||NIL ||Not Applicable ||Not Applicable ||Not Applicable |
|2. Mr. Nimis Sheth Independent Director ||NIL ||Not Applicable ||Not Applicable ||Not Applicable |
|3. Mr. Ajay Kumar Swarup ||NIL ||Not Applicable ||Not Applicable ||Not Applicable |
|Independent Director || || || || |
|4. Mrs. Suelve Khandelwal Executive Director ||48.00 ||No Change ||22.42:01 ||Profit After Tax increased by |
|5. Mrs. Roshan Dsouza Chief Financial Officer ||6.00 ||25.02% ||Not Applicable ||54.76% |
|6. Ms. Reena Yadav Company Secretary and Compliance Officer ||5.07 ||30.47% ||Not Applicable ||During the financial year 2016-17 |
* The Company has not paid any sitting fees to any directors during the year.
i) The Ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2016-17: As per table given above.
ii) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2016-17: As per table given above.
iii) The percentage increase in the median remuneration of employees in the financialyear 2016-17: In the financial year there was a increase of 20.86% in the medianremuneration.
iv) There were 28 confirmed employees on the rolls of the Company as on March 31 2017.
v) Average percentage increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentageincrease in the managerial remuneration and justification thereof and point out of thereare any exceptional circumstances for increase in the managerial remuneration: As pertable given above.
vi) Affirmation that the remuneration is as per remuneration policy of the Company- Yes
B) Particulars of employee's remuneration as required under section 197(12) of theCompanies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016:
During the year under consideration none of the employees of the Company were inreceipt of remuneration in excess of limits prescribed section 197(12) of the CompaniesAct 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016 hence particulars as required under section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies ( A p po i n t m e n t and Remuneration of Managerial Personnel) Amendment Rules 2016 are notgiven.
Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgo
|A . Conservation of Energy: ||Not Applicable |
B. Technology Absorption:
a. Research and Development (R & D):
The Company has not undertaken any R&D activity in the current year.
b. Technology Absorption Adaptation and Innovation:
The Company has not imported any technology during the year.
C. Foreign Exchange earnings and outgo:
During the year the foreign Exchange outgo was Rs. 16.62 Lakhs (Previous year Rs. 14.15 Lakhs). The Foreign
Exchange earning was Rs. 287.20 Lakhs (Previous year Rs. 308.93 Lakhs).
Corporate Social Responsibility (CSR)
Since the CSR norms are not applicable to the Company hence the disclosures as perRule 9 of the Companies (Corporate
Social Responsibility Policy) Rules 2014 is not required to be made.
Vigil Mechanism and Whistle Blower Policy
The Company has adopted a Vigil Mechanism and Whistle Blower Policy to provide amechanism for the directors and employees to report genuine concerns about any unethicalbehavior actual or suspected fraud or violations of the Company's code of conduct. Theprovisions of this policy are in line with the provisions of Section 177 (9) of the Act.The policy can be accessed on the Company's website at following linkhttp://informed-tech.com/investors/corporate-governance/
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women in the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contracttemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the financial year ended
March 31 2017.
|Sr. No. No. of Complaint received ||No. of Complaints disposed off |
|1 Nil ||N.A. |
There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthis report relates and the date of the report except as otherwise mentioned in thisdirector report if any.
There had been no changes in the nature of Company's business. To the best ofinformation and assessment there has been no material changes occurred during thefinancial year generally in the classes of business in which the Company has an interestexcept as otherwise mentioned in this director report if any.
Directors' Responsibility Statement
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;
ii) they 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 that year;
iii) they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 provisions as specified in regulation 27 shall not apply to yourCompany. As such there is no requirement to attach the corporate governance report.
Your Board of Directors wishes to place on record their appreciation for thewhole-hearted cooperation received by the Company from the Shareholders variousGovernment departments Business Associates Company's Bankers and all the employeesduring the year.
| ||For and on behalf of the Board |
| ||Gautam Khandelwal |
|Place: Mumbai ||Chairman |
|Date: August 30 2017 ||DIN (00270717) |