DIRECTORS' REPORT To, The Members, Your Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2. DIVIDEND: Your directors have decided to deployed back the profits earned during the year and therefore not declared any dividend for the current financial year. 3. RESERVES: There are no amounts transferred to Reserves during the year under review. However credit balance of Profit and Loss Account is transferred to Reserves and Surplus in Balance Sheet. 4. INFORMATION ON THE STATE OF COMPANY'S AFFAIR (COVERED UNDER INDUSTRY STRUCTURE AND DEVELOPMENT OF MANAGEMENT DISCUSSION AND ANALYSIS): Inanna Fashion and Trends Ltd (Formerly known as Frontline Business Solutions Ltd) is in the business of providing value added "One Stop Shop" solutions for Human resource services and Trading. Amongst the various areas, we encompass Staffing, Sales & Marketing of telecom & financial products, Human Resources Management Solutions, KPO & BPO Solutions, Outbound Call Centers, Back Office Processes, and Event Management etc. One of the key motives to diversify into an unrelated sector is to hedge your bets against the risks of economic or cyclical downturns that impact certain industries. If one of your businesses struggles through a seasonal, year-long or multi-year dip, businesses in unrelated categories could still thrive. This diversification helps you protect against major pitfalls of business downturns. This is the major reason that we are in the process of diversifying into the innerwear business. In regards to this diversification, we are currently undertaking a detailed feasibility report on the industry, competition and the strategy for complete future business operations. We are still discussing the minor details for executing the project and shall let the various stakeholders 5. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT: No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. 6. DIRECTORS' RESPONSIBILITY STATEMENT: As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors' state that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; and e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES: The Company does not have any subsidiary, joint ventures and associate company. 8. DEPOSITS: During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. 9. SHARE CAPITAL: The Paid-up Equity Share Capital as on March 31, 2015 was Rs. 106,620,390/- comprising 21,324,078 Equity Shares of Rs. 5/- each. 10. RISK MANAGEMENT POLICY: The Company has adopted a Risk Management Policy duly approved by the Board and is overseen by the Audit Committee of the Company on a continuous basis to identify, assess, monitor and mitigate various risks to key business objectives. 11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. 12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report, which forms part of this Annual Report. 13. CORPORATE GOVERNANCE: The Company is committed to good corporate governance in line with the Listing Agreement and Inanna Fashion and Trends Limited (Formerly known as Frontline Business Solution Limited) as corporate governance norms. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE. The Compliance certificate from M/s. P. C. Baradiya & Co., Chartered Accountants regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with the report. 14. BUSINESS RESPONSIBILITY REPORT: Pursuant circular no. CIR/CFD/DIL/8/2012 dated 13th August, 2012 issued by Securities and Exchange Board of India (SEBI), Clause 55 of the Listing Agreement relating to Business Responsibility Report is not applicable to the Company. 15. PREVENTION OF SEXUAL HARASSMENT POLICY: The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment. 16. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Mr. Natwar Balkrishna Sureka (DIN:01296522), Managing Director of your Company was re-appointed for a period of 5 (five) years commencing from June 20, 2013 to June 19, 2016 by the shareholders of the Company at 21st AGM of your Company held on September 29, 2014. Further, Mr. Brijkishore K. Ruia (DIN: 00309420) was appointed as Independent Director on the Board of Directors of your Company at 21st AGM of your Company held on September 29, 2014 to hold office upto 5 (five) consecutive years. Further in compliances with the provisions of Section 149(3) of the Companies Act, 2013, the Board has Mrs. Manju Natwar Sureka (DIN: 01362461) as a Woman Director on the Board. 17. DECLARATION OF INDEPENDENT DIRECTOR: The Company has received declaration from Independent Director that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. 18. EVALUATION OF BOARD'S PERFORMANCE: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working if its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 19. BOARD AND BOARD COMMITTEES: The details of Board Meetings held during the year, attendance of the directors at the meetings and details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report. 20. MANAGERIAL REMUNERATION: Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure A". The details of remuneration paid to the Managing Director of the Company are given in Form MGT-9 forming part of the Directors Report. 21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: The Company has not granted any loans or given guarantees or made any investments covered under the provisions of Section 186 of the Companies Act, 2013 22. CORPORATE SOCIAL RESPONSIBILITY (CSR): The Company is not required to develop and implement any Corporate Social Responsibility initiatives as the said provisions are not applicable. 23. RELATED PARTY TRANSACTIONS: During the financial year 2014-15, your Company has not executed any transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement. 24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. 25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as below: • Energy Conservation: During the period under review there was no Energy conservation • Technology Absorption: During the period under review there was no Technology Absorption. • Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow. 26. STATUTORY AUDITORS: The Company, pursuant to section 139 of the Companies Act, 2013 and rules framed thereunder, in the previous Annual General Meeting held on 29th September 2014, had appointed M/s. P. C. Baradiya & Co., Chartered Accountants, as the Auditor of the Company who shall hold office till the conclusion of sixth Annual General Meeting of the Company on such remuneration as may be determine by the Board after discussion with Audit Committee and the Auditors. M/s. P. C. Baradiya & Co. have express their willingness to get re appointed as the Statutory Auditor of the Company and has furnished a certificate of their eligibility and consent under section 141 of the Companies act, 2013 and the rules framed thereunder. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board recommends ratification of the appointment of M/s. P. C. Baradiya & Co., Chartered Accountants, Mumbai at the ensuing Annual General Meeting of the Company. 27. AUDITORS' OBSERVATION & REPORT: The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013. 28. SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has M/s. Mihen Halani & Associates for conducting secretarial audit of the Company for the financial year 2014-2015. 29. EXTRACT OF THE ANNUAL RETURN: The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure C" to this Report. 30. CHANGE IN NAME AND MAIN OBJECT OF THE COMAPANY: During the year under review, the name of the Company has been changed from M/s. Frontline Business Solutions Limited to M/s. Inanna Fashion and Trends Limited. With continuing the existing business activity, the Management has diversified its business activities in the fashion industry which includes trading in men's wear and women's wear including inner wears and beauty and personal care products. 31. ACKNOWLEDGEMENTS: Your Directors thank the Company's bankers, financial institutions, Central Government, other government authorities and shareholders for their consistent support to the Company. The Directors also sincerely acknowledge to the significant contributions made by all stake holders for their dedicated services and support to the Company. On behalf of Board of Directors Sd/-Natwar Sureka Managing Director Sd/- Manju Sureka Director Place: Mumbai Date: 14/08/2015 |