To the Members
Your Directors have pleasure in presenting their Sixtieth Annual Report together withthe Audited Financial Statements of your Company for the Financial Year ended March 312018. The Management Discussion and Analysis are also included in this Report.
The performance of your Company for the financial year under review is summarized below
| || ||(Rs. in Lakhs) |
|Particulars ||2017-2018 ||2016-2017 |
|Revenue from Operations and Other Income ||530.59 ||459.11 |
|Profit/(Loss) before Interest Depreciation & Tax ||198.78 ||67.35 |
|Less: Interest ||6.58 ||4.66 |
|Profit before Depreciation & Tax ||192.20 ||62.69 |
|Less: Depreciation ||23.69 ||26.04 |
|Profit/ (Loss) before Taxation ||168.51 ||36.64 |
|Less: Provision for Current Tax / (MAT) ||4.50 ||23.70 |
|Deferred Tax and adjustments prior year ||37.35 ||(12.98) |
|Less MAT Credit ||- ||(19.53) |
|Profit/ (Loss) after tax for the year ||126.67 ||45.45 |
|Total other comprehensive income (net of tax) ||15.30 ||19.95 |
|Total comprehensive income for the year ||141.97 ||65.40 |
* Figures as per Ind AS for both the years.
Dividend and Reserves
In order to conserve capital for future investments plan the Board did not recommendany dividend for the year ended March 31 2018. During the year under review no amountwas required to be transferred 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 2018 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 2018 the issuedsubscribed and paid up share capital of your Company stood at Rs. 41 691000/- comprising4169100 Equity shares of Rs. 10/- each.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 Mrs.Suelve Gautam Khandelwal Director retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for re-appointment.
During the year Mrs. Suelve Gautam Khandelwal was re-appointed as an ExecutiveDirector and Key Managerial Personnel of the Company with effect from April 01 2018. Mrs.Suelve Gautam Khandelwal aged 54 years holds a graduate degree from the University ofDelhi. She is responsible for business diversification business process re-engineeringorganizational development in the Company. She has significantly contributed to theoverall performance and growth of the Company. She is also on Board of ZeppelinInvestments Private Limited TypeOut Media Private Limited and Khandelwals LimitedLondon. She is spouse of Mr. Gautam Khandelwal Chairman of the Company. The boardrecommends her re-appointment for the consideration of the Members of the Company at theensuing Annual General Meeting.
The Board of Directors had appointed Mr. Virat Mehta as an Additional Director w.e.f.June 01 2018. In accordance with the provisions of the aforesaid section Mr. Virat Mehtaholds office upto the date of the ensuing Annual General Meeting of the Company. TheCompany has received a notice in writing under Section 160 of the Companies Act 2013 froma Member proposing his appointment as Director of the Company. The board recommends hisappointment as a Non-Executive Independent Director of the Company not liable to retireby rotation and to hold office for a term of five consecutive years commencing from thedate of ensuing Annual General Meeting. Mr. Virat Mehta has given declaration that hemeets the criteria of independence as laid down under Section 149(6) of the Companies Act2013 and applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. A brief profile and other related information of the directors has been given in theNotice convening the Annual General Meeting.
The Company has following persons as Key Managerial personnel:
|Sr. No. ||Name of the person ||Designation ||Date of Appointment |
|1. ||Mrs. Suelve Gautam Khandelwal ||Executive Director ||01.04.2015 |
|2. ||Mrs. Roshan DSouza ||Chief Financial Officer ||30.09.2014 |
|3. ||Ms. Reena Yadav ||Company Secretary and Compliance Officer ||13.08.2014 |
Details of Board meetings
During the year the Board of Directors met 6 (Six) times details of which are asfollows:
|Date of Meetings ||No. of Directors attended the Meeting |
|May 30 2017 ||3 |
|August 30 2017 ||3 |
|September 14 2017 ||3 |
|September 28 2017 ||3 |
|December 14 2017 ||3 |
|February 14 2018 ||4 |
Mr. Gautam Khandelwal and Mrs. Suelve Gautam Khandelwal have attended all themeetings during the year; and
Mr. Ajay Kumar Swarup and Mr. Nimis Sheth have attended 3 and 4 Meetings out of6 during the year respectively.
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 2018 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 Sheth ||Chairman ||4 ||Chairman ||4 ||Chairman ||2 ||No |
|Mr. Gautam Khandelwal ||Member ||6 ||Member ||5 ||Member ||2 ||Yes |
|Mr. Ajay Kumar Swarup ||Member ||3 ||- ||- ||Member ||1 ||No |
|Mrs. Suelve Gautam Khandelwal ||- ||- ||Member ||5 ||- ||- ||Yes |
The Audit Committee met 6 (Six) times during the year i.e. on May 30 2017August 30 2017 September 14 2017 September 28 2017 December 14 2017 and February14 2018.
The Stakeholders Relationship Committee met 5 (Five) times during the year i.e.on May 30 2017 August 30 2017 September 14 2017 December 14 2017 and February 142018.
Nomination and Remuneration Committee met 2 (Two) times during the year i.e. onMay 30 2017 and February 14 2018.
Declaration by Independent Directors (IDs)
The Company has received declarations from its Independent Directors confirming thatthey meet the criteria of independence
as prescribed under Section 149 (6) of the Companies Act 2013.
During the year the Independent Director meeting was held on March 12 2018.
Nomination And Remuneration Policy
The policy of the Company on director's 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 Companies website at the link:http://informed-tech.com/investors/corporate-governance/. We affirm that the remunerationpaid to the directors is as per the terms laid out in the nomination and remunerationpolicy of the Company. Further the Nomination and Remuneration Committee devises thepolicy on Board diversity to provide for having a broad experience and diversity on theBoard.
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 including butnot 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 Companies 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.
IEPF Share Transfer
As per Companies act 2013 the Company has transferred 1 11195 Equity shares toInvestor Education and Protection fund.
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 Subsidiary Companies /Joint Ventures. The Company has OneAssociate Company "Entecres Labs Private Limited".
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 content provider tothe securities and financial research industry. Companies Data Management techniquesenable organizations to leverage their operations and help them reduce costs andturnaround 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. During the year the total operational revenue was Rs. 226.41 Lakhsas compared to Rs. 287.20 Lakhs in previous year. Your Company is also exploring newbusiness opportunities in other areas in information technology services and is in theprocess of developing software application solutions for proprietary products. During theyear the total income of the Company was Rs. 530.59 Lakhs compared to Rs. 459.11 Lakhs inprevious 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
Your Company has one associate company i.e. "Entecres Labs Private Limited"(ELPL). During the year revenue of the ELPL has increased to 351.32 Lakhs from Rs. Rs.271.80 Lakhs in the previous year and its net profit has increased to Rs. 24.58 Lakhs fromRs. 21.75 Lakhs in the previous year.
The Consolidated Financial Statement of your Company for the financial year 2017-18are prepared in compliance with applicable provisions of the Companies Act 2013 IndianAccounting Standard and SEBI(Listing Obligations and Disclosure Requirements) Regulations2015. The Consolidated Financial Statements have been prepared on the basis of auditedfinancial statements of the Company its associates as approved by their respective Boardof Directors.
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient features of the financial statement of Companys associate is given as AOC -1.Brief particulars about the business of the Associate Company is as follows:-
Entecres Labs Private Limited (ELPL) is the brainchild of a group of research engineersalong with some professors and educationalists. The Company core business is to promoteSTEM education (STEM stand for Science Technology Engineering and Mathematics) amongstudents at an earlier age. Apart from India It also has presence in various countriesincluding Japan UAE Singapore Maldives Sri Lanka Bangladesh Nepal and Malaysia. Theinvestment has allowed your Company to enter the education sector and explore newopportunities for growth in education and technology 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 26 permanent employees as on March 31 2018.
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 Companies strategic objectives. The Senior Management periodicallyinforms the board on various issues along with its recommendations and comments for Boardsreview and necessary action.
Statutory Auditors their Report and Notes to Financial Statements
M/s. Parekh Sharma and Associates Chartered Accountants (Firm Registration No.129301W) were appointed as the Statutory Auditors of the Company as per the provisions ofSection 139 of the Companies Act 2013 to hold office from the conclusion of the 59thAnnual General Meeting (AGM) held on September 28 2017 until the conclusion of the Fifthconsecutive AGM of the Company to be held in the year 2022 (subject to ratification oftheir appointment by the Members at every AGM held after the AGM held on September 282017).
Further in accordance with the Companies Amendment Act 2017 enforced on May 07 2018by the Ministry of Corporate Affair the appointment of Statutory Auditors is not requiredto be ratified at every Annual General Meeting. Therefore it is not proposed to ratifythe appointment of auditors at the ensuing Annual General Meeting.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
Details in respect of Frauds Reported By Auditors
During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its or Employees to the AuditCommittee under section 143(12) of the Companies Act 2013 details of which needs to bementioned in this Report.
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.
Adherence to Indian Accounting Standards
The financial statements have been prepared in accordance with Indian AccountingStandards (Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015 notifiedunder section 133 of the Companies Act 2013 (the Act) and other relevant provisions ofthe Act. As these are the first financial statements prepared in accordance with Ind AsInd As 101 First-time Adoption of Indian Accounting Standards has been applied. Thetransition was carried out from Generally Accepted Accounting Principles in India asprescribed under section 133 of the Act read with rule 7 of the Companies Rules 2014(IGAAP) which was the previous GAAP.
The Company is in compliance with the applicable secretarial standards.
During the year under review M/s. M.V. Ghelani & Co. Chartered Accountants (ICAIRegistration No. 119077W) were appointed as Internal Auditor of the Company with effectfrom September 28 2017 and they had carried out the internal audit exercise and submittedtheir 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 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 uploaded to the website of the Company athttp://informed-tech.com/investors/notices/.
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:
|Sr. No. ||Name of Director/ KMP and Designation ||Remuneration of Director /KMP for financial year 2017-18 (Rs. In Lacs) ||% increase in Remuneration in the financial year 2017-18 ||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 Independent Director ||NIL ||Not Applicable ||Not Applicable ||Not Applicable |
|4. ||Mrs. Suelve Khandelwal Executive Director ||48.00 ||No Change ||21.29:01 ||Profit After Tax increased by 178.69% during the financial year 2017-18 |
|5. ||Mrs. Roshan Dsouza Chief Financial Officer ||6.69 ||11.52% ||Not Applicable || |
|6. ||Ms. Reena Yadav Company Secretary and Compliance Officer ||7.04 ||38.98% ||Not Applicable || |
* 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 2017-18: As per table given above.
ii) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2017-18 and: As per table given above.
iii) The percentage increase in the median remuneration of employees in the financialyear 2017-18: 5.29%.
iv) There were 26 confirmed employees on the rolls of the Company as on March 31 2018.
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 employees 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(Appointment 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. 11.89 Lakhs (Previous year - Rs.16.62 Lakhs). The Foreign Exchange earning was Rs. 226.41 Lakhs (Previous year Rs. 287.20Lakhs).
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 notrequired to be made.
Maintenance of cost records as specified under Section 148(1) of the Act is notapplicable to your Company.
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 Companys 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 year 2017-2018.
|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 Companies 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 Companies Bankers and all the employeesduring the year.
| ||For and on behalf of the Board |
| ||Gautam Khandelwal |
|Place: Mumbai ||Chairman |
|Date: August 13 2018 ||DIN (00270717) |