Your Board of Directors has pleasure in presenting the 4th Annual Report of yourCompany along with the Audited Financial Statements for the Financial Year ended on 31stMarch 2017. The company has made appropriate disclosures in this Board report withthe objective of accountability and transparency in the working of the Company and to makeyou aware about the working and future perspective of the Company.
1. FINANCIAL SUMMARY OR HIGHLIGHTS
RESULTS OF OUR OPERATIONS (STANDALONE)
| || ||(Rs.) |
|PARTICULARS ||Year ended March 31st 2017 ||Year ended March 31st 2016 |
| ||(Amount in Rs.) ||(Amount in Rs.) |
|Net Sales/Income from operations ||31343950.21 ||36337352.00 |
|Other Operating Incomes ||0.00 ||0.00 |
|Other Incomes ||1399358.44 ||1761521.00 |
|Total Revenue ||32743308.65 ||38098873.00 |
|Total Expenses ||31696351.96 ||37748064.00 |
|Net Profit Before Taxation ||1046956.69 ||350809.00 |
|Tax Expenses: ||421537.31 ||189176.00 |
|Profit For The Period ||625419.38 ||161633.00 |
|Surplus-Opening Balance ||-1663659.00 ||-1864324.00 |
|Addition during the year ||625419.38 ||161633.00 |
|APPROPRIATIONS || || |
|Amount transferred to General Reserve ||- ||- |
|Interim Dividend ||- ||- |
|Dividend ||- ||- |
|Total Dividend ||- ||- |
|Dividend Tax ||- ||- |
|Surplus- Closing Balance ||-1038239.62 ||-1663659.00 |
|Earnings Per Share: || || |
|Basic ||0.10 ||0.02 |
|Diluted ||0.10 ||0.02 |
2. DETAILED REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES
There is no subsidiary of the company.
3. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY
Information on the operational financial performance etc. of the Company is given inthe Management Discussion and Analysis Report which is annexed hereto.
4. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the financialyear 2016-17.
Your Directors have recommended no Dividend.
6. FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
7. CHANGE IN SHARE CAPITAL DURING THE FINANCIAL YEAR 2016-17
The Company has not increased its Authorized/paid up Share Capital during the financialYear 2016-17.
Mr. Jawahar Lal Agarwal (DIN 02648829) Director of the Company who retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134 (5) of the Companies Act 2013your Directors based on the representation received from the Operating Management andafter due enquiry confirm that :
(i) In the preparation of the annual accounts for the financial year ended on 31stMarch 2017 the applicable Accounting Standards have been followed and there are nomaterial departures from the same;
(ii) The selected accounting policies were applied consistently and the Directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2017 and of theprofit of the Company for that 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) The annual accounts have been prepared on a 'going concern' basis.
(v) The Internal financial controls have been laid by the Company and suchfinancial controls are adequate and were operating effectively.
(vi)Proper systems had been devised in compliance with the provision of the allapplicable laws and such systems were adequate and operating effectively.
10. CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 15 (1) and (2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 Regulation 46 (C) (D) and (E) are not applicable on thecompany as the company is a SME company therefore we are not require to attach the reporton Corporate Governance together with the Practicing Company Secretaries' Certificate oncompliance in this regard and Managing Director's declaration regarding compliance of Codeof Conduct by Board
Members and Senior Management Personnel.
11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing Agreements withthe Stock Exchanges is annexed and forms part of the Directors' Report.
12. AUDITORS REPORT
There are no qualifications in Auditors Report.
13. DETAILS OF THE STOCK EXCHANGES WHERE THE SHARES ARE LISTED
The Company's Equity Shares are presently listed at the following Stock Exchanges:
Bombay Stock Exchange Ltd. (BSE) SME Platform
The Company has paid Annual Listing Fee of the concerned Stock Exchange.
14. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
There is no subsidiary company of the Company.
15. EXTRACT OF ANNUAL RETURN IN FORM NO. MGT-9 AS PER THE REQUIREMENT OF SECTION 92(3)SECTION 134 (3) (a) AND RULE 11 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES2014
In compliance with the above said section the extract of the Annual Return have beenannexed with this board report in form MGT-9 as Annexure - I.
16. NUMBER OF MEETINGS OF THE BOARD
There were Four (04) meetings of the Board of Directors held during the financial year2016-17.
17. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013
Presently the Company has three Independent and Non- Executive Directors namely Mr.Sachin Kumar Mishra Mr. Mohan Tandon and Ms. Purvi Misra who have given declaration thatthey meet the eligibility criteria of independence as provided in sub-section (6) ofSection 149.
18. DISCLOSURE IN RELATION TO THE VIGIL MECHANISM
The Vigil Mechanism Policy has been uploaded on company's website www.infraville.info .
19. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT OF THE COMPANY
In accordance with the requirement of Corporate Governance the Board of Directors ofthe Company has formulated a code of conduct for Directors and Senior Management of theCompany the Compliance of which have been affirmed by all Board Members and SeniorManagement of the Company. However the requirement of declaration to this effect signed byCEO i.e. Managing Director is exempted pursuant to Regulation 15 (1) and (2) of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.
20. CODE FOR PREVENTION OF INSIDER TRADING
In accordance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulation 1992 as amended in February 2002 the Board of Directors of theCompany has formulated the Code of Conduct for prevention of Insider Trading in the Sharesof the Company by its Directors and Employees. Same can also be found on company's websitewww.infraville.info.
21. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TOSECTION 134(3) (e) AND SECTION 178 (3)
The Board of Directors of your Company in its meeting held on 14th July 2014 hasconstituted the Nomination and Remuneration Committee. Details of the Nomination andRemuneration Committee and Nomination and Remuneration Policy have been provided underCorporate Governance Report which forms part of this Annual Report. Same can also befound on company's website www.infraville.info
22. COMPOSITION OF AUDIT COMMITTEE
The composition of Audit Committee as on 31st March 2017 is as under:
Composition of Audit Committee as on 31st March 2017
|Name of the Director(s) ||Ms. Purvi Misra ||Mr. Sachin Kumar Mishra ||Mr. Jawahar Lal Agarwal |
| ||(DIN 06858875) ||(DIN 07267599) ||(DIN 02648829) |
|Designation ||Chairperson ||Member ||Member |
|Category ||Independent Director ||Independent Director ||Executive Director |
23. CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company do not fall under the categories of the companies as mentioned undersection 135 of Companies Act 2013 and rule 8 (1) of Companies (CSR POLICY) Rules 2014therefore we still have not made any CSR policy.
24. EVALUATION BY BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUAL DIRECTORSWITH REFERENCE TO SECTION 134 (3) (p) AND SEBI (LODR) REGULATIONS 2015
Pursuant to the provisions of the Companies Act 2013 and Provision of SEBI (LODR)Regulations 2015 the Board has Carried out an evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Committees.
25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
The details of the investments made by company are given in the notes to the financialstatements.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES IN THE ANNEXUED FORMAOC-2.
The company has adopted a related party transaction policy which is also available onthe company's website www.infraville.info . In the policy material contracts has beendefined as any contract or transaction or arrangement are considered material if thetransaction(s) to be entered into individually or taken together with previoustransactions during a financial year exceeds 10% of the annual consolidated turnover ofthe Company as per the last audited financial statement of the company.
As there are no such transactions has been entered by the company so no AOC-2 isrequired to be given in this report.
27. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR
There has been no change in composition of board and Key Managerial Personnel of thecompany.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an independent Internal Control System commensurate with the sizescale and Complexity of its operations. The Audit Committee of the Company has beendelegated power to review the internal control systems and its adequacy.
The Audit Committee monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its branches.
1) Statutory Auditors
The Statutory Auditors i.e. M/s V. P. Aditya & Company Chartered AccountantsKanpur appointed on 7th May 2014 by the shareholders of the company.
2) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Renu Kathuria & Associates Practicing Company Secretaries to undertakethe Secretarial Audit of the Company for the FY 2016-2017. The Report of the SecretarialAudit Report is annexed herewith. There are no qualifications in the Report of SecretarialAuditor.
3) Internal Auditor
The Company had appointed M/s Neeraj & Associates as the Internal Auditor of theCompany for the FY 2016-2017.
31. DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The company has given remuneration according to the remuneration policy formulated bythe Company.
1) THE RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES
REMUNERATION OF THE COMPANY FOR THE FY 2016-2017
|S.NO . ||NAME ||DESIGNATION ||CTC ||MEDIAN EMPLOYEE SALARY ||RATIO |
|1 ||Jawahar Lal Agarwal ||Director ||0 ||10000 ||0 |
|2 ||Vivek Gupta ||Managing Director ||360000 ||10000 ||36:1 |
|3 ||Purvi Misra ||Independent Director ||0 ||10000 ||0 |
|4 ||Sachin Kumar Mishra ||Independent Director ||0 ||10000 ||0 |
|5 ||Mohan Tandon ||Independent Director ||0 ||10000 ||0 |
2) THE PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR CHIEF FINANCIALOFFICER CHIEF EXECUTIVE OFFICER COMPANY SECRETARY OR MANAGER IN THE FINANCIAL YEAR2016-2017
|S. N o. ||Name ||Designation ||Remuneration Paid in FY 2015- 2016 ||Remuneration Paid in FY 2016- 2017 ||Change ||Percentage ||Remarks |
|1. ||Vivek Gupta ||Managing Director ||360000 ||360000 ||0 ||0 ||Appointed as MD in FY2014- 15 |
|2. ||Jawahar Lal Agarwal ||Director ||48000 ||96000 ||48000 ||200% ||- |
|3. ||Purvi Misra ||Independent Director ||NA ||0 ||0 ||0.00% ||Became Director in FY 2014-15 |
|4. ||Sachin Kumar Mishra ||Independent Director ||NA ||0 ||0 ||0.00% ||Became Director in FY 2015-16 |
|5. ||Mohan Tandon ||Independent Director ||NA ||0 ||0 ||0.00% ||Became Director in FY 2015-16 |
|6. ||Gaurav Srivastava ||Company Secretary ||216000 ||216000 ||0 ||0 ||Appointed in FY2014- 15 |
|7. ||Kratika Agarwal ||Chief Financial Officer ||153000 ||240000 ||87000 ||133% ||Appointed in FY2014- 15 |
3) THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THEFINANCIAL YEAR
The details of percentage increase in the median remuneration of employees in theFinancial Year are as follows:-
|Median (Common employees between Apr-16 & Mar-17) || || || |
|Remuneration of Apr-16 ||Remuneration of Mar-17 ||Increase ||Percentage |
|(Total earning + Employer PF) ||(Total earning + Employer PF) || || |
|10000 ||10000 ||0 ||0.00% |
4) THE EXPLANATION ON THE RELATIONSHIP BETWEEN AVERAGE INCREASE IN REMUNERATIONAND COMPANY PERFORMANCES
|Total remuneration paid in FY ||Total remuneration paid in FY ||Average Increase in Remuneration ||Revenue in the FY 2015- 2016 ||Revenue in the FY 2016- 2017 |
|2015-2016 ||2016-2017 || || || |
|1496117 ||1877200 ||25.47% ||38098873.00 ||32743308.65 |
|PARTICULARS ||FINANCIAL YEAR 2015- ||FINANCIAL YEAR 2016- |
| ||2016 ||2017 |
|TOTAL REVENUE ||38098873.00 ||32743308.65 |
|PROFIT BEFORE ||350809.00 ||1046956.69 |
|TAX || || |
|PROFIT AFTER ||161633.00 ||625419.38 |
|TAX || || |
There is a 14.05% decrease in the revenue of the Company from the previous financialYear and there is an increase of 387% in profit after tax from last financial year.
5) COMPARISON OF THE REMUNERATION OF THE KEY MANAGERIAL PERSONNEL AGAINST THEPERFORMANCE OF THE COMPANY
The comparison of the remuneration of the Key Managerial Personnel against theperformance of the company has been explained below:
|Remuneration ||Total Revenue in ||Total Revenue in ||% Increase in |
|of the KMP ||FY 2015-2016 ||FY 2016-2017 ||Revenue |
|816000.00 ||38098873.00 ||32743308.65 ||-14.05% |
6) AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF EMPLOYEES OTHERTHAN THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THEPERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF AND POINT OUTIF THERE ARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN THE MANAGERIAL REMUNERATION
The details relating to the average percentile increase in the salary from lastfinancial year is as follows:
|Average percentile increase in remuneration paid to employee excluding key managerial personnel for the FY 2015- 2016 ||Average percentile increase in remuneration paid to employee excluding key managerial personnel for the FY 2016-2017 ||Average percentile increase in remuneration paid to key managerial personnel for the FY 2015-2016 ||Average percentile increase in remuneration paid to key managerial personnel for the FY 2016- 2017 |
|276.86% ||147.56% ||100% ||117% |
7) THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BY THEDIRECTORS;
There is no variable component in the remuneration availed by the Directors.
8) THE RATIO OF REMUNERATION OF THE HIGHEST PAID DIRECTORS TO THAT OF THEEMPLOYEES WHO ARE NOT DIRECTORS BUT RECEIVE REMUNERATION IN EXCESS OF THE HIGHEST PAIDDIRECTORS DURING THE YEAR
There is no employee in the Company who receive remuneration in excess of the highestpaid Director during the Year.
32. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE
Directors of the Company are not related to each other in accordance with section 2(77) of the Companies Act 2013 and Rule 4 of the Companies (Specification of DefinitionsDetails) Rules 2014.
33. DISCLOSURE ON NO. OF SHARES AND CONVERTIBLE DEBENTURES HELD BY NON-EXECUTIVEDIRECTORS
No Equity share is held by the Non- Executive Director of the Company as on 31st March2017. No Convertible Debentures has been issued by the Company as on 31st March 2017.
34. DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (1) OF THE COMPANIES ACT2013
No material changes and commitments have taken place between the end of the financialyear of the company to which the balance sheet relates and the date of report whichaffects the financial position of the Company.
35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
Particulars relating to the conservation of energy technology absorption given asCompanies (Disclosure of particulars in report of Board of Directors) Rules 1988 are notapplicable to the Company due to the nature of the Company's business operations being anOnline Shopping Company.
There has been no Foreign Exchange outgo during the period under review.
Your Directors wish to express their grateful appreciation for the valuable support andcooperation received from sub-brokers business associates vendors bankers financialinstitutions investors stakeholders registrar and share transfer agent other businessaffiliates and media .
The Board places on record its sincere appreciation towards the Company's valuedcustomers for the support and confidence reposed by them in the organization and thestakeholders for their continued co-operation and support to the company and looks forwardto the continuance of this supportive relationship in future.
Your Directors also place on record their deep sense of appreciation for the devotedservices of the employees during the year under review.
For and on Behalf of the Board