You are here » Home » Companies » Company Overview » International Data Management Ltd

International Data Management Ltd.

BSE: 517044 Sector: IT
NSE: N.A. ISIN Code: INE649R01010
BSE 13:04 | 17 Sep 5.83 0.27
(4.86%)
OPEN

5.45

HIGH

5.83

LOW

5.29

NSE 05:30 | 01 Jan International Data Management Ltd
OPEN 5.45
PREVIOUS CLOSE 5.56
VOLUME 426
52-Week high 8.36
52-Week low 3.54
P/E
Mkt Cap.(Rs cr) 1
Buy Price 5.83
Buy Qty 1309.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.45
CLOSE 5.56
VOLUME 426
52-Week high 8.36
52-Week low 3.54
P/E
Mkt Cap.(Rs cr) 1
Buy Price 5.83
Buy Qty 1309.00
Sell Price 0.00
Sell Qty 0.00

International Data Management Ltd. (INTLDATAMGT) - Director Report

Company director report

To the Members

International Data Management Limited

The Board of Directors of the Company presents herewith the 44thAnnualReport together with the Audited Accounts of the Company for period ended 31stMarch 2021.

1. FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company are as follows:

(Rs. in Lacs)
Particulars Financial Year Ended March 31 2021 Financial Year Ended March 31 2020
Total Income 0 0
Total Expenses 8.91 17.22
Profit/ (Loss) (8.91) (17.22)
Depreciation 0 0
Profit/ (Loss) Before finance Cost (8.91) (17.21)
Finance Cost 0 (0.01)
Profit/ (Loss) Before Exceptional Items (8.91) (17.22)
Exceptional items 0 0
Profit/ (Loss) Before Tax (8.91) (17.22)
Tax Expense 0 0
Profit/ (Loss) After Tax (8.91) (17.22)

2. STATE OF COMPANY'S AFFAIRS

During the year under review loss of Rs. 8.91 Lacs has been reported bythe company as against the loss of Rs. 17.22 Lacs for the previous year.

No business could be undertaken due to paucity of working capital andother business constraints.

3. DIVIDEND

In view of the loss incurred during the year under review and pastaccumulated losses the Board of Directors of the Company does not recommend any dividendfor the financial year ended March 312021.

4. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in FormMGT 9 as per provisions of Companies Act 2013 and rules thereto is annexed to this report[Annexure 1].

5. MEETINGS OF THE BOARD

The Board met 6 (Six) times during the Financial Year 202021 thedetails of which are given below:

21-April-2020 29-June-2020 10-August-2020
10-Nov-2020 16-Dec-2020 11-Feb-2021

Further the gap between two meetings did not exceed one hundred andtwenty days.

The following table gives the attendance record of the Board Meetings:

Name of the Director No. of Board Meetings held No. of Board Meetings attended
Mr. Sunil K Shrivastava 6 6
Mr. Sashi Sekhar Mishra 6 6
Ms. Rita Gupta 6 6
Mr. P S Ravishankar 6 3
Mr. Suresh Chand Sharma 6 6

6. ASSOCIATE COMPANY

The Company is an Associate Company of M/s HCL Corporation PrivateLimited under Section 2(6) of the Companies Act 2013.

7. SHARE CAPITAL:

There was no change in the share capital of the company during theyear.

a. Issue of equity shares with differential rights - NIL

b. Issue of sweat equity shares - NIL

c. Issue of employee stock option - NIL

d. Provision of moneys by company for purchase of its own shares - NIL

8. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act 2013 theDirectors hereby confirm that:

i. In the preparation of the Annual Accounts for the financial yearended at 31st March 2021; the applicable accounting standards have beenfollowed along with proper explanation relating to material departure (if any);

ii. Appropriate accounting policies have been selected and appliedconsistently and that the judgments and estimates made are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 312021 andof the Loss of the Company for the said period;

iii. Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv. In view of expected future business the annual accounts for thefinancial year ended on 31* March 2021 have been prepared on a going concern basis;

v. The internal financial controls were followed by the Company andthat internal financial controls are adequate and were operating effectively; and

vi. Proper systems were devised to ensure compliance with the provisionof all applicable laws and the systems were adequate and operating effectively.

9. SECRETARIAL STANDARD

The Company complies with all applicable secretarial standards.

10. INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from eachIndependent Director in accordance with Section 149(7) of the Companies Act 2013 thatthey meet the criteria of independence as laid out in sub-section (6) of Section 149 ofthe Companies Act 2013 and Regulation 25 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirement) Regulations 2015.

11. MANAGEMENT'S DISCUSSION AND ANAYLSIS

In terms of the provision of Regulation 34 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015 the management's discussion and analysis is not applicable on the Company. Sincethe Company is not having any operations the information as required is not provided.

12. CORPORATE GOVERNANCE REPORT

We wish to inform the members that in terms of Regulation 15 (2) of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 CorporateGovernance is not applicable to Companies having paid up equity share capital notexceeding Rs. 10 crore and Net Worth not exceeding Rs. 25 crores as on the last day ofthe previous financial year. The Company does not fulfil any of the criteria's asmentioned above and hence are not required to comply with the Corporate Governanceprovisions envisaged under SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.

13. COMPENSATION POLICY FOR BOARD AND SENIOR MANAGEMENT

Based on the recommendations of the Nomination and RemunerationCommittee the Board has approved the Remuneration Policy for Directors KMP and all otheremployees of the Company. As part of the policy the Company strives to ensure that:

a) the level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run theCompany successfully;

b) relationship between remuneration and performance is clear and meetsappropriate performance benchmarks; and

c) Remuneration to Directors KMP and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

The Remuneration Policy for Directors KMP and other employees isannexed to this report [Annexure 2].

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not made any loans given guarantees and investmentsduring the year attracting the provisions of Section 186 of the Companies Act 2013.

15. RELATED PARTY TRANSACTIONS

During the accounting year under review the company has not enteredinto any contract or arrangement with any related party attracting the provisions ofSection 188 of the Companies Act 2013.

Further there have been no materially significant related partytransactions between the Company and the Directors the management the associate or therelatives except for those disclosed in the financial statements.

16. MATERIAL CHANGES AND COMMITMENTS

During the period between the close of accounting year and date ofreport there was no material changes and commitments that affects the financial positionof the Company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Retirement by rotation: Pursuant to Section 149 152 and otherapplicable provisions if any of the Companies Act 2013 one third of such of theDirectors as are liable to retire by rotation shall retire at every Annual GeneralMeeting and if eligible offer themselves for re - appointment at every Annual GeneralMeeting. Consequently Mr. Sashi Sekhar Mishra Director will retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment inaccordance with the provisions of Companies Act 2013.

B. Cessation of Chief Financial Officer: During year under review Mr.K.S Pathania has resigned as Chief Financial Officer (CFO)w.e.f. 29th January2021.

C. Appointment of Chief Financial Officer: During year under reviewMr. Lalit Kumar Maan has been appointed as Chief Financial Officer (CFO) w.e.f. 11thFebruary 2021 as per the provisions of Section 203 of the Companies Act 2013 read withits applicable Rules and Regulation 30 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

D. Formal Annual Evaluation: Pursuant to provisions of the CompaniesAct 2013 the Board has carried out an evaluation of its own performance the Directorsindividually and the evaluation of the working of its Audit committee Nomination &Remuneration committee Corporate Social Responsibility Committee and StakeholderRelationship Committee.

18. COMMITTEES OF BOARD

A. Audit Committee:

The Audit Committee which was constituted on March 31 2015 wasre-constituted on February 12 2019. The Committee has adopted a Charter for itsfunctioning. The primary objective of the Committee is to monitor and provide effectivesupervision of the Management's financial reporting process to ensure accurate andtimely disclosures with the highest levels of transparency integrity and quality offinancial reporting.

The Committee met 4 (Four) times during the Financial Year 2020-21 on29-June-2010-Aug-20 10-Nov-20 and 11-Feb- 21. As on the date of this report theCommittee is comprised of:

S. No. Name of Director Category Designation
1 Mr. Suresh Chand Sharma Independent Director Chairman
2 Mr. P S Ravishankar Independent Director Member
3 Mr. Sunil Kumar Shrivastava Non-Independent Director Member

B. Nomination and Remuneration Committee:

The Nomination & Remuneration Committee which was constituted onMarch 31 2015 was re-constituted on February 12 2019. The Committee has adopted aCharter for its functioning. The primary objective of the Committee is to recommendsuggestions to the Board of Directors pertaining to the Remuneration Policy for DirectorsKMP and all other employees of the Company.

During the Financial Year 2020-21 the Committee met twice on10-Aug-20and11-Feb-21. As on the date of this report the Committee is comprised of:

S. No. Name of Director Category Designation
1 Mr. Suresh Chand Sharma Independent Director Chairman
2 Mr. P S Ravishankar Independent Director Member
3 Mr. Sunil Kumar Shrivastava Non-Independent Director Member

The Nomination and Remuneration Policy of the Company is Annexed tothis Report (Annexure 2).

C. Stakeholder Relationship Committee

The Stakeholder Relationship Committee which was constituted on March31 2015 was re-constituted on February 12 2019.The Committee has adopted a Charter forits functioning. The primary objective of the Committee is to consider and resolve thegrievances of Security Holders of the Company.

During the Financial Year 2020-21 the Committee met twice on 10-Aug-20and11-Feb-21. As on the date of this report the Committee is comprised of:

S. No. Name of Director Category Designation
1 Mr. Suresh Chand Sharma Independent Director Chairman
2 Mr. P S Ravishankar Independent Director Member
3 Mr. Sunil Kumar Shrivastava Non-Independent Director Member

D. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee was constituted onFebruary 12 2019. During the Financial Year 2020-21 the Committee met twice on29-June-20 and 10- Nov-20. As on the date of this report the Committee is comprised of:

S. No. Name of Director Category Designation
1 Mr. Suresh Chand Sharma Independent Director Chairman
2 Mr. P S Ravishankar Independent Director Member
3 Mr. Sunil Kumar Shrivastava Non-Independent Director Member

A brief outline of the CSR Policy of the Company and the initiativesundertaken by the Company on CSR activities during theyear are set out in (Annexure 3& 3 (i)) of this Report in the form as prescribed under Companies (Corporate SocialResponsibility Policy) Amendment Rules 2021.

E. Vigil Mechanism

The Board at its meeting held on March 312015 approved the VigilMechanism that provides a formal mechanism for all Directors employees and vendors of theCompany to report genuine concerns or grievances about unethical behavior actual orsuspected fraud or violation of the company's Code of Conduct or Ethics Policy.

The Vigil mechanism provides a channel to the employees and Directorsto report to the management concerns about unethical behavior actual or suspected fraudor violation of the Codes of conduct or legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports etc. The Vigil Mechanism policyof the Company is annexed to this Report (Annexure 4).

19. Independent Director's meeting

In compliance with Schedule IV to the Companies Act 2013 andregulation 25 (3) of the SEBI Listing Regulations 2015 the independent directors heldtheir separate meeting on11- Feb-21.

Without the attendance of non-independent directors and members ofmanagement inter alia the independent directors discussed the following:

i. Review the performance of non-independent directors and the board asa whole;

ii. Review the performance of the chairperson of the Company takinginto account the views of executive directors and non-executive directors;

iii. Assess the quality quantity and timeliness of flow of informationbetween the Company Management and the board that is necessary for the Board toeffectively and reasonably perform their duties; and

iv. Review the responsibility of independent directors with regards tointernal financial controls.

20. AUDITORS AND AUDITORS' REPORT

Statutory Auditors

The Shareholders in their meeting held on 27th September2017 approved the appointment of M/s. Purushothaman Bhutani& Co. New Delhi (FRN005484N) as the Statutory Auditors of the Company to hold office till the conclusion of45th Annual General Meeting to be held in year 2022.

The Auditors' Report with notes to accounts are selfexplanatoryand therefore do not call for further comments. The Audit Report does not contain anyqualification reservation or adverse remarks.

Internal Auditors

The Board of Directors based on the recommendation of the AuditCommittee have appointed Mr. Ashish Mittal (M.No 518891) a qualified Chartered Accountantas the Internal Auditors of the Company. The Internal Auditors are submitting theirreports on quarterly basis.

Secretarial Auditor

The Board has appointed M/s Rana& Associates Company Secretaries(CP No. 22302) to conduct the secretarial audit for the financial year 2020-2l i.e. from 1stApril 2020 to 31st March 2021. The Secretarial Audit report is annexedherewith marked as Annexure 5 to this report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remarks.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGNEXCHANGE EARNINGS ANDOUTGO

As there has been no business activities in the company during the yearunder review the information required under Section 134 of the Companies Act 2013 readwith the Companies (Accounts) Rules2014 is NIL and hence not provided.

22. PARTICULARS OF EMPLOYEES

During the year under review there are no employees in the Company.Therefore Section 134 of the Companies Act 2013 does not apply.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls withreference to financial statements.

24. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act 2013 the Companyhas laid down Risk Management Policy to inform Board Members about the risk assessment andminimization procedures.

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have not reported any incident of fraud by theofficers or employees of the Company for the financial year under review.

26. MANAGERIAL REMUNERATION

During the year under review no managerial remuneration was paid.

27. PUBLIC DEPOSITS

Your Company has not accepted any Public deposits. As such no amountof principal or interest was outstanding as on the Balance Sheet date.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.

29. ACKNOWLEDGMENT

The Directors wish to record their appreciation to the Governmentauthorities Bankers and Shareholders for their co-operation and unstinted supportextended to the Company during the year under review.

.