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International Data Management Ltd.

BSE: 517044 Sector: IT
NSE: N.A. ISIN Code: INE649R01010
BSE 00:00 | 17 Aug 11.35 -0.59
(-4.94%)
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NSE 05:30 | 01 Jan International Data Management Ltd
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OPEN 11.35
CLOSE 11.94
VOLUME 200
52-Week high 16.30
52-Week low 11.06
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
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 Fortieth Annual Reporttogether with the Audited Accounts of the Company for period ended 31st March 2017.

1. FINANCIAL HIGHLIGHTS

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

Particulars Financial Year Ended March 31 2017 Financial Year Ended March 31 2016
Total Income 0 900000
Total Expenses 1443593 1161192
Profit/ (Loss) (1443593) (261192)
Depreciation 0 0
Profit/ (Loss) Before finance Cost (1443293) (261192)
Finance Cost 300 0
Profit/ (Loss) Before Tax (1443593) (261192)
Tax Expense 0 (3415)
Profit/ (Loss) After Tax (1443593) (264607)
Accumulated Losses (138662541) (137218947)

2. STATE OF COMPANY’S AFFAIRS

During the year under review loss of Rs. 1443593/- has been reported by the companyas against the loss of Rs. 261192/- for the previous year.

No business could be undertaken due to paucity of working capital and other businessconstraints.

In view of the losses incurred during the financial year 2016-17 No amount wastransferred to reserves.

3. DIVIDEND

In view of the loss for the year under review as well as past accumulated losses yourdirectors express their inability to recommend dividend.

4. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as perprovisions of Companies Act 2013 and rules thereto is annexed to this report [Annexure1].

5. MEETING OF THE BOARD

The Board met 6 (Six) times during the Financial Year 2016-17 the details of which aregiven below:

9-May-16 26-May-2016 27-Jul-16
09-Nov-16 26-Dec-2016 02-Feb-17

6. ASSOCIATE COMPANY

The Company is an Associate Company of M/s HCL Corporation Private Limited underSection 2(6) of the Companies Act 2013.

7. SHARE CAPITAL: There was no change in the share capital of the companyduring the year.

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 Your Directors confirmthat:

i. In the preparation of the Annual Accounts for the financial year ended at 31stMarch 2017; the applicable accounting standards have been followed along with properexplanation relating to material departure (if any);

ii. Appropriate accounting policies have been selected and applied consistently andthat the judgments and estimates made are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the loss ofthe Company for the said period;

iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. In view of expected future business the annual accounts for the financial yearended on 31st March 2017 have been prepared on a going concern basis;

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

vi. Proper systems were devised to ensure compliance with the provision of allapplicable laws and the systems were adequate and operating effectively.

9. INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that he meets the criteria ofindependence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 andRegulation 25 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations 2015.

10. MANAGEMENT’S DISCUSSION AND ANAYLSIS

In terms of the provision of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirement) Regulations 2015 themanagement’s discussion and analysis is not applicable on the Company. Since theCompany is not having any operations the information as required is not provided.

11. CORPORATE GOVERANCE REPORT

We wish to inform the members that in terms of Regulation 15 (2) of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 Corporate Governance is notapplicable to Companies having paid up equity share capital not exceeding Rs. 10 crore andNet Worth not exceeding Rs. 25 crore as on the last day of the previous financial year.The Company does not fulfil any of the criteria’s as mentioned above and hence arenot required to comply with the Corporate Governance provisions envisaged under SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.

12. COMPENSATION POLICY FOR BOARD AND SENIOR MANAGEMENT

Based on the recommendations of the Nomination and Remuneration Committee the Boardhas approved the Remuneration Policy for Directors KMP and all other employees of theCompany. As part of the policy the Company strives to ensure that:

a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

b) relationship between remuneration and performance is clear and meets appropriateperformance benchmarks; and

c) Remuneration to Directors KMP and senior management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriateto the working of the Company and its goals.

The Remuneration Policy for Directors KMP and other employees is annexed to thisreport [Annexure 2].

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not made any loans given guarantees and investments during the yearattracting the provisions of Section 186 of the Companies Act 2013.

14. RELATED PARTY TRANSACTIONS

During the accounting year under review the company has not entered into any contractor arrangement with any related party attracting the provisions of Section 188 of theCompanies Act 2013.

Further there have been no materially significant related party transactions betweenthe Company and the Directors the management the associate or the relatives except forthose disclosed in the financial statements.

15. MATERIAL CHANGES AND COMMITMENTS

During the period between the close of accounting year and date of report there was nomaterial changes and commitments that affects the financial position of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY

The Company doesn’t satisfy any criteria envisaged under the Companies Act 2013requiring it to comply with Section 135 and rules made thereunder. Therefore the Companyhas neither constituted CSR Committee nor have any profits to spend towards socialresponsibility.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Changes during the year: There has been no change in the composition of Board ofDirectors and Managerial Personnel during the year.

B. Formal Annual Evaluation: pursuant to provisions of the companies Act 2013 theBoard has carried out an evaluation of its own performance the Directors individually andthe evaluation of the working of its Audit committee Nomination & Remunerationcommittee and Stakeholder Relationship Committee

18. COMMITTEES OF BOARD

A. Audit Committee:

Our Audit Committee was constituted on March 31 2015. The Committee has adopted aCharter for its functioning. The primary objective of the Committee is to monitor andprovide effective supervision of the Management’s financial reporting process toensure accurate and timely disclosures with the highest levels of transparency integrityand quality of financial reporting.

The Committee met 5 (Five) times during the Financial Year 2016-17 on 26-May-1627-Jul-16 26-Dec-16 09-Nov-16 and 02-Feb-17. As on the date of this report theCommittee is comprised of:

S. No. Name of Director Category Designation
1 Mr. Sashi Sekhar Mishra Non- Independent Director Chairman
2 Mr. P S Ravishankar Independent Director Member
3 Mr. Suresh Chand Sharma Independent Director Member

B. Nomination and Remuneration Committee:

Our Nomination & Remuneration Committee was constituted on March 31 2015. TheCommittee has adopted a Charter for its functioning. The primary objective of theCommittee is to recommend suggestions to the Board of Directors pertaining to theRemuneration Policy for Directors KMP and all other employees of the Company.

During the Financial Year 2016-17 the Committee met once on 25th December 2016. As onthe date of this report the Committee is comprised of:

S. No. Name of Director Category Designation
1 Mr. Sashi Sekhar Mishra Non- Independent Director Chairman
2 Mr. P S Ravishankar Independent Director Member
3 Mr. Suresh Chand Sharma Independent Director Member

The Nomination and Remuneration Committee Policy of the Company is Annexed to thisReport (Annexure 2)

C. Stakeholder Relationship Committee

Our Stakeholder Relationship Committee was constituted on March 31 2015. The Committeehas adopted a Charter for its functioning. The primary objective of the Committee is toconsider and resolve the grievances of Security Holders of the Company.

During the Financial Year 2016-17 the Committee met once on 25th December 2016. As onthe date of this report the Committee is comprised of:

S. No. Name of Director Category Designation
1 Mr. Sashi Sekhar Mishra Non- Independent Director Chairman
2 Mr. P S Ravishankar Independent Director Member
3 Mr. Suresh Chand Sharma Independent Director Member

D. Vigil Mechanism

The Board at its meeting held on March 31 2015 approved the Vigil Mechanism thatprovides a formal mechanism for all Directors employees and vendors of the Company toreport genuine concerns or grievances about unethical behavior actual or suspected fraudor violation of the company’s Code of Conduct or Ethics Policy.

The Vigil mechanism provides a channel to the employees and Directors to report to themanagement concerns about unethical behavior actual or suspected fraud or violation ofthe Codes of conduct or legal or regulatory requirements incorrect or misrepresentation ofany financial statements and reports etc. The vigil mechanism policy of the Company isAnnexed to this Report (Annexure 3)

19. Independent Director’s meeting

In compliance with Schedule IV to the Companies Act 2013 and regulation 25 (3) of theSEBI Listing Regulations 2015 the independent directors held their separate meeting on26th December 2016.

Without the attendance of non-independent directors and members of management interalia the discuss the following:

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

ii. Review the performance of the chairperson of the Company taking into account theviews of executive directors and non-executive directors;

iii. Assess the quality quantity and timeliness of flow of information between theCompany Management and the board that is necessary for the Board to effectively andreasonably perform their duties; and

iv. Review the responsibility of independent directors with regards to internalfinancial controls.

20. AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

In terms of Section 139(2) of the Companies Act 2013 an Auditor firm can be appointedas statutory auditor of the Company for a maximum period of 10 years i.e. two terms of 5years each. Since M/s S D Chopra & Associates has been associated with the Companyfor more than 10 years the maximum tenure for which M/s S D Chopra & Associates canbe appointed was for 3 years in terms of Rule 6 of Companies (Audit and Auditors) Rules2014. Accordingly the Company at their 37th AGM has appointed M/s S D Chopra &Associates till the conclusion of 40th AGM. In view of the above and pursuant to Section139 of Companies Act 2013 the Company shall be required to rotate its statutory auditorsby appointing M/s Purushothaman Bhutani & Co. as Statutory Auditors.

In view of the above the Board proposes the appointment of M/s Purushothaman Bhutani& Co. Chartered Accountants New Delhi (FRN 005484N) in the ensuing Annual GeneralMeetingas Statutory Auditors of the Company to hold office for a period of five yearsi.e. from the conclusion of this Meeting till the conclusion of the 45th Annual GeneralMeeting of the Company to be held in the year 2022 in place of the retiring Auditors M/sS.D Chopra & Associates (FRN 003789N) Chartered Accountants.

The Auditors’ Report with notes to accounts are self-explanatory and thereforedo not call for further comments. The notes No’s 2.1(g) 22 & 25 on the FinancialStatements referred to in the Auditors’ Report under "Emphasis of Matters"are self-explanatory and do not call for any further comments from the Directors. TheAudit Report does not contain any qualification reservation or adverse remarks.

Secretarial Auditor

The Board has appointed M/s Siddiqui & Associates Practicing Company Secretariesto conduct the secretarial audit for the financial year 2016-17 i.e. from 1stApril 2016to 31st March 2017. The Secretarial Audit report is annexed herewith marked as Annexure4 to this report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remarks.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO

As there has been no business activities in the company during the year under reviewthe information required under Section 134 of the Companies Act 2013 read with theCompanies (Disclosures of Particulars in the Report of the Board of Directors) Rules 1988is NIL and hence not provided.

22. PARTICULARS OF EMPLOYEES

During the year under review there are no employees in the Company. Therefore Section134 of the Companies Act 2013 does not apply.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference tofinancial statements.

24. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act 2013 the Company has laid downRisk Management Policy to inform Board Members about the risk assessment and minimizationprocedures.

25. MANAGERIAL REMUNERATION

During the year under review no managerial remunerationwas paid.

26. PUBLIC DEPOSITS

Your Company has not accepted any Public deposits. As such no amount of principal orinterest was outstanding as on the Balance Sheet date.

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

There is no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

28. ACKNOWLEDGMENT

The Directors wish to record their appreciation to the Government authorities Bankersand Shareholders for their co-operation and unstinted support extended to the Companyduring the year under review.

By order of the Board

For and on behalf of Board of Directors

Place : New Delhi

Date: 30thMay 2017

Sunil K Srivastava

Director

DIN: 00259961

Address: 12 Aakriti Apartments I.P. Extn.

Patparganj Delhi-110092

Sashi Sekhar Mishra

Director & Manager

DIN: 03072330

Address: H-126 Kilokari Jang Pura

New Delhi-110014