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International Data Management Ltd.

BSE: 517044 Sector: IT
NSE: N.A. ISIN Code: INE649R01010
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OPEN 10.47
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VOLUME 12
52-Week high 15.75
52-Week low 9.98
P/E
Mkt Cap.(Rs cr) 2
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 Forty First Annual Reporttogether with the Audited Accounts of the Company for period ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS*

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

(Rs. in Lacs)
Particulars Financial Year Ended March 31 2018 Financial Year Ended March 31 2017
Total Income 0 0
Total Expenses 18.60 14.43
Profit/ (Loss) (18.60) (14.43)
Depreciation 0 0
Profit/ (Loss) Before (18.60) (14.43)
finance Cost
Finance Cost 0 0
Profit/ (Loss) Before (18.60) (14.43)
Exceptional Items
Exceptional items 1103.91 0
Profit/ (Loss) Before Tax 1085.31 (14.43)
Tax Expense (96.09) 0
Profit/ (Loss) After Tax 989.22 (14.43)

* The Statement of Accounts have been prepared in accordance with Indian AccountingStandards (IND AS) which have been made applicable to the Company. Accordingly accountsof the Company have been restated w.e.f. April 1 2016 (being comparative year for theCurrent financial year) as per the IND AS requirement.

2. STATE OF COMPANY'S AFFAIRS

During the year under review profit of Rs.989.22 Lacs has been reported by the companyas against the loss of Rs. 14.43 Lacs for the previous year.

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

3. DIVIDEND

In view of the accumulated loss the Board of Directors of the Company does notrecommend any dividend for the financial year ended March 31 2018.

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. MEETINGS OF THE BOARD

The Board met 6 (Six)times during the Financial Year 2017-18 the details of which aregiven below:

05-May-2017 30-May-2017 09-Aug-2017
13-Oct-2017 12-Dec-2017 12-Feb-2018

Further the gap between two meetings did not exceed one hundred and twenty 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 6 6
Shrivastava
Mr. Sashi Sekhar 6 6
Mishra
Ms. Rita Gupta 6 6
Mr. P S Ravishankar 6 2
Mr. Suresh Chand 6 6
Sharma

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 company during the year. a. Issue ofequity 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 forpurchase of its own shares - NIL

8. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act 2013 the Directors herebyconfirm that: i. In the preparation of the Annual Accounts for the financial year ended at31st March 2018; the applicable accounting standards have been followed along with properexplanation relating to material departure (if any); ii. Appropriate accounting policieshave been selected and applied consistently and that the judgments and estimates made arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2018 and of the Profit of the Company for the said period; iii.Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; iv.In view of expected future business the annual accounts for the financial year ended on31st March 2018 have been prepared on a going concern basis; v. The internal financialcontrols were followed by the Company and that internal financial controls are adequateand were operating effectively; and

1 vi. Proper systems were devised to ensure compliance with the provision of allapplicable 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 each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that they 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.

11. 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 the management'sdiscussion and analysis is not applicable on the Company. Since the Company is not havingany 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 the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 Corporate Governance is not applicable to Companies having paid up equity sharecapital not exceeding Rs. 10 crore and Net Worth not exceeding Rs. 25 crore as on thelast day of the previous financial year. The Company does not fulfil any of the criteria'sas mentioned 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 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 andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors of the quality required to run the Company successfully; b. relationship betweenremuneration and performance is clear and meets appropriate performance benchmarks; and c.Remuneration to Directors KMP and senior management involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the Company and its goals. The Remuneration Policy for Directors KMP and otheremployees is annexed to this report [Annexure 2].

14. 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.

15. 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.

16. 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.

17. CORPORATE SOCIAL RESPONSIBILITY

The net profit of the Company for the preceding financial year 2017-18 has exceeded thethreshold limit specified by Section 135 of Companies Act 2013 for constituting theCorporate Social Responsibility (CSR)Committee and to spend atleast 2% of the average netprofits of the company made during the three immediately preceding financial years inpursuance of its CSR Policy. Accordingly the Company is in process of constituting CSRCommittee and finalizing CSR policy for ensuring due compliance under the applicableprovisions of the Companies Act.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Retirement by rotation: Pursuant to Section 149 152 and other applicableprovisions if any of the Companies Act 2013 one third of such of the Directors as areliable to retire by rotation shall retire at every Annual General Meeting and ifeligible offer themselves for re – appointment at every Annual General Meeting.Consequently Mr. Sashi Sekhar Mishra Director & Manager will retire by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment inaccordance with the provisions of Companies Act 2013.

B. Changes during the year: The details about change in the directors or keymanagerial personnel by way of appointment resignation or by change in designation aregiven below: During the year Mr. Nishant Rana (ACS 27652)has resigned from the office ofCompany Secretaryof the Company w.e.f. 5th October 2017.

During the year Mr. Jasbir Singh Marjara (ACS 41879) is appointed as CompanySecretary & Compliance officer of the Company w.e.f. 13th October 2017.

C. 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

19. 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 to ensureaccurate and timely disclosures with the highest levels of transparency integrity andquality of financial reporting.

The Committee met 5 (Five) times during the Financial Year 2017-18 on 30-May-1709-Aug-17 13-Oct-17 12-Dec-17 and 12-Feb-18. 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 2017-18 the Committee met once on 12th October 2017. 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 Policy of the Company is Annexed to this Report(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 theFinancial Year 2017-18 the Committee met once on 12thOctober 2017. As on the date ofthis 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 Independent
Sharma 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).

20. 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 on13th October 2017.

Without the attendance of non-independent directors and members of management interalia the independent directors discussed the following: i. Review the performance ofnon-independent directors and the board as a whole; ii. Review the performance of thechairperson of the Company taking into account the views of executive directors andnon-executive directors; iii. Assess the quality quantity and timeliness of flow ofinformation between the Company Management and the board that is necessary for the Boardto effectively and reasonably perform their duties; and iv. Review the responsibility ofindependent directors with regards to internal financial controls.

21. AUDITORS AND AUDITORS' REPORT

Statutory Auditors

The Shareholders in their meeting held on 27th September

2017 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 toaccounts are self-explanatory and therefore do not call for further comments. The AuditReport does not contain any qualification reservation or adverse remarks.

Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee haveappointed Mr. Ashish Mittal (M.No 518891) a qualified Chartered Accountant as the InternalAuditors of the Company. The Internal Auditors are submitting their reports on quarterlybasis.

Secretarial Auditor

The Board has appointed M/s Siddiqui & Associates Practicing Company Secretariesto conduct the secretarial audit for the financial year 2017-18 i.e. from 1stApril 2017to 31st March 2018. 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. MANAGERIAL REMUNERATION

During the year under review no managerial remunerationwas paid.

27. 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.

28. 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.

29. 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 2018

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