Director's Report To, The Members, I am privileged to present, on behalf of the Board of Directors, 20th Annual Report on the business and operations of your Company for the Financial Year ended on 31st March, 2015 together with Audited Statement of Accounts, Auditor's Report for the period ended on 31st March 2015. 2. Operations During the year, company was engaged in expansion of business activities and also undertook some new projects for expansion of its business activities worldwide and implementation of the same is going on. Your Company has focused on Cinema advertising on screen & off screen plus increasing number of screens in coming future. Your Company is planning to start eCommerce business again with new thoughts and system and the Board is much more confident that this time your Company will get larger spectrum of product and services and will establish itself in India market among top players. During the year under review, your company's total income was 1436.82 Lacs in as compared to Rs 1696.59 Lacs in the previous financial year. The operating profit forthe year ended March 31, 2015 is Rs. 15.40 Lacs as compared to Rs. 71.15 Lacs in the preceding financial year. The profit aftertax in 2014-15 is Rs.11.44 Lacs and was Rs.46.58 Lacs in 2013-14. 3. Dividend Keeping in view the insufficiency of profits, the Board of Directors do not recommend any dividend for the year ended March 31, 2015. 4. Reserves In view of insufficiency of profits, no amount is proposed to be transferred to Reserves for the year under review. 5. Brief description of the Company's working during the year A. Review Of Operations During the year under review, total revenue of the Company was Rs. 1436.82 Lacs as against Rs. 1696.59 Lacs in the previous year. The company earned a net profit (before tax ) of Rs. 15.40 Lacs as against a net profit (before tax ) of Rs. 71.15 Lacs during the previous year. Your Directors are putting in their best efforts to improve the profitability of the Company. B. Future Prospects There is no denying the fact that e-commerce has re-entered India and is here to stay. Even the small and medium retailers of the country want to ride the wave and are ready to make a fortune out of the market place concept. It may be now that online shopping has become popular but the concept of e-Commerce was introduced long back in the 20th century. India's eCommerce market, which was at 2.5 billion in 2009, reached $8.5 billion in 2012 and now it is estimated to reach $20 billion by the end of 2015. The survey also estimates that the country's eCommerce market to reach $56 billion by 2023, driven by rising online retail. The base of the online shopper is estimated to grow 3X by 2016 and more than 50 million buyers are expected to come from tier I and II cities. We have made a plan to rollout our eCommerce business in a very different mode which may provide the good profits by serving a large number of ecommerce clients and vendors. We plan to invest US$ 20 million eCommerce business.. 6. Change in the nature of business, if any During the year, there is no change in the nature of business activity of the company. 7. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report During the period between the end of the financial year of the company and the date of the report, there are no material changes and commitments which affect the financial position of the company. 8. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future During the year, there is no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and company's operations in future. 9. Details in respect of adequacy of internal financial controls with reference to the Financial The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure. 10. Details of Subsidiary/Joint Ventures/Associate Companies The Company has no Subsidiary. During the year, no company has become or ceased as subsidiary/ Joint-venture/Associate of the company. 11. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement During the year, no consolidated financial statements have been prepared by the company as the Company has no subsidiary company. 13. Auditors In accordance with the provisions of Section 139(1) of the Companies Act, 2013, the members had at the last Annual General Meeting held on 30th September, 2014 appointed M/s. RMA & Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company (Registration No. 000978N), for five consecutive financial years, i.e. from the conclusion of the 19th AGM till the conclusion of the 24th AGM of the shareholders of the Company. Section 139(1) further provides that the appointment of statutory auditors shall be placed before the members at every AGM for ratification. They have confirmed that their appointment, if ratified, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for their reappointment as Statutory Auditors of the Company. They have furnished a certificate of their eligibility and consent under Section 139(1) and 141 of the Companies Act, 2013 and the rules framed there under. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Accordingly, a resolution seeking members' ratification forthe continued appointment of M/s. RMA& Associates, Chartered Accountants, New Delhi, the Statutory Auditors of the Company is included at Item No. 2 of the Notice convening the AGM. The Board recommends the aforesaid resolution for approval of members. 14. Auditors' Report Clarification on Auditors' Observation: The Company has increased its authorized capital from Rs. 21 Crores to Rs. 70 Crores during the F.Y. 2010-11, However, due to financial constraints and technical problems the company could not file Form 5 with ROC for increase in its authorized capital. With the advent of the Companies Act, 2013 which came into effect from 01st April, 2014, the schedule of fees applicable w.r.t. increase in Authorised Capital has been revised and increased. The Schedule of fees as per the Companies Act, 2013 has been made applicable and payable on the increased authorised share capital which the Company had increased prior to the applicability of Companies Act, 2013. However, your Company is trying its level best to arrange the funds for filing relevant Form with ROC and shall file the aforesaid Form with ROC soon. 16. Extract of the annual return (MGT-9) The extract of the annual return in Form No. MGT-9 is annexed herewith (Annexure 1). 17. Conservation of energy, technology absorption and foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: (A) Conservation of energy: Your company has undertaken various energy efficient practices which has strengthened the Company's commitment towards becoming an environment friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible, company is utilizing alternate sources of energy. (B) Technology absorption: The business of the company is not technology driven. No technology has been imported. There is nothing to be disclosed on account of technology absorption. (C) Foreign exchange earnings and Outgo during the year: Rs Foreign Exchange Earned in terms of actual inflows Nil Foreign Exchange outgo in terms of actual outflows Nil 18. Corporate Social Responsibility (CSR) In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company. 19. DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Changes in Directors and Key Managerial Personnel Appointment and Cessation During the year under review, Ms. Anita Devi was appointed as an Additional Director in the category of Non-Executive, Woman Director of the Company and Mr. Soban Singh Aswal was appointed as an Additional Director in the category of Non-Executive, Independent Director of the Company with effect from 25th March, 2015 in terms of relevant provisions of the Companies Act, 2013 to hold office till the conclusion of this Annual General Meeting. Appropriate resolution seeking your approval for the appointment of Mr. Soban Singh Aswal as an Independent Director of the Company for five consecutive years forms part of the notice calling AGM. Further, during the year under review, Mr. Man Mohan Gupta was duly reappointed as the Managing Director of the Company w.e.f. 02/09/2014 in the annual general meeting held on 30/09/2014 for a period of three years. During the year under review, Mr. Narender Kumar Baid was appointed as the Company Secretary of the Company w..e.f. 20th November, 2014. Ms. Anita Sahu resigned from the Directorship of the Company w.e.f. 30th May, 2015 due to some personal reasons, Further, Mr. Kamal Kishore Sharma, Director of the Company resigned from the Board w.e.f. 25th March, 2015. Ms. Heena Jain, Company Secretary of the Company has tendered her resignation w.e.f. 31st May, 2014. The Board puts its sincere appreciation towards the valuable contribution shown by them in meeting out the Statutory Compliances of the Company. B. Declaration by Independent Directors Your Company has received necessary declaration from each Independent Director of the Company under Section 149(6) of the Companies Act, 2013 read with Clause 49(II)(B) of Listing Agreement confirming that they met with the criteria of independence as prescribed under the aforesaid Section and Clause. C Formal Annual Evaluation In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors including the Chairman of the Board. The evaluation of Independent Directors was carried out by the entire Board and that of the Chairman and Non - Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. 20. Number of meetings of the Board of Directors : Eight meetings of the Board of Directors were held during the year 21. Committees of the Board During the year under, in accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board reconstituted some of its Committees. The Committees are as follows: * Audit Committee * Stakeholders' Relationship Committee * Nomination and Remuneration Committee * Risk Management Committee Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in the Report of Corporate Governance as a part of this Annual Report. 22. Board Evaluation Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the directorson the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. 23. Policy On Directors' Appointment And Remuneration Your Company has a policy to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consisted of 4 members and out of them, 1 Director is an Executive Director, 2 are Independent Directors and 1 Director is a non executive Woman Director. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is attached as Annexure - 2 to the Board Report. Further the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company. 24. Risk management policy and Internal Control The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify, access, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. 25. Whistle Blower Policy and Vigil Mechanism Your Company has established a "Whistle Blower Policy" and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or violation of the Company's code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same can be accessed at the website of the Company at www.interworld.co.in. 26. Particulars of loans, guarantees or investments under Section 186 During the year under review, no loans, guarantees or investments under Section 186 was given/ taken or made by your Company. 27. Contracts and arrangements with related parties All the related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions, contracts, arrangements, including certain arm's length transactions, during the year under review. Hence, the disclosure in Form AOC 2 is not required. Details and particulars of all such transactions, are contained in the Notes to the Financial Statements. 28. Secretarial Audit Report In terms of Section 204(1) of the Companies Act, 2013 and the rules made thereunder M/s A. K. Friends & Co. was appointed as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the F.Y. 2014-15. The report of the Secretarial Audit in Form No. MR -3 is annexed to and forms part of this Report as per Annexure -3. Explanation on Secretarial Auditors' Observation The Company has increased its authorized capital from Rs. 21 Crores to Rs. 70 Crores during the F.Y. 2010-11, However, due to financial constraints and technical problems the company could not file Form 5 with ROC for increase in its authorized capital. With the advent of the Companies Act, 2013 which came into effect from 01st April, 2014, the schedule of fees applicable w.r.t. increase in Authorised Capital has been revised and increased. The Schedule of fees as per the Companies Act, 2013 has been made applicable and payable on the increased authorised share capital which the Company had increased prior to the applicability of Companies Act, 2013. However, your Company is trying its level best to arrange the funds for filing relevant Form with ROC and shall file the aforesaid Form with ROC soon. 29. Corporate Governance Your Company comply with the Securities and Exchange Board of India's guidelines on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance alongwith Auditors' Certificate on the compliance is attached with the Report. 30. Directors' Responsibility Statement Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board to the best of its knowledge and belief confirm that: (a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards read with requirements set out under schedule III to the Act, have been followed and no material departures have been made from the same; (b) the directors have 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 or 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 the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors have prepared the annual accounts on a going concern basis; (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently; and (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 31. Particulars Of Employees There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 60 Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 5 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014. Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure - 4. 32. Internal Auditors & Their Report Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s Sanghi & Co. as Internal Auditor for the financial year 2014-15. Internal Financial Control And Their Adequacy The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure. The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems from time to time. 33. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder. Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review. 34. Human Resources Your Company treats its "human resources" as one of its most important assets. We focus on all aspects of the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 35. Segment-wise performance The Company is into single reportable segment only. 36. Acknowledgments Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincere appreciation for their continues co-operation and assistance. We look forward for their continued support in future. Your directors would like to express their sincere appreciation for the assistance and cooperation received from banks, customers, vendors, Government, members and employees during the year under review. Finally, the Directors thank you for your continued trust and support. For and on behalf of the Board Sd/-Man Mohan Gupta Chairman cum Managing Director Place: New Delhi Date: 03.09.2015 |