DIRECTORS' REPORT, TO THE MEMBERS, Your Directors have pleasure in presenting their Fifty Seventh Annual Report together with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2015. The Management Discussion and Analysis is also included in this Report. Dividend and Reserves The Directors are pleased to recommend dividend of Rs.1/- per equity share (10%) of the face value of Rs. 10/- each for the financial year ended 31st March, 2015. During the year under review, no amount was required to be transferred to General Reserve. Share capital During the year, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. There was no provision made by the company for purchase of its own shares by employee or by trustee. As on March 31, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company. During the year, there was no change in the Share Capital of the Company. As on March 31, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs.41, 691,000/-, comprising 4,169,100 Equity shares of Rs.10/- each. Directors and Key Managerial Personnel During the year, Mr. Arnold John Allen has resigned as a director of the Company with effect from January 29, 2015. During his tenure he has greatly contributed to the performance of the Company by his vast knowledge and experience. The Board places on record its appreciation of the invaluable contribution and guidance provided by him. During the year, The Company appointed Mr. Nimis Sheth and Mr. Ajay Kumar Swarup as independent Director of the Company with effect from September 15, 2014. Mr. Gautam Khandelwal retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Pursuant to the provisions of Sections 149 and 161 of the Companies Act, 2013, the Board of Directors had appointed Mrs. Suelve Gautam Khandelwal (Executive Director) as an Additional Director of the Company, with effect from April 01, 2015. In accordance with the provisions of the aforesaid section, Mrs. Suelve Gautam Khandelwal holds office up-to the date of the ensuing Annual General Meeting of the Company. Appropriate resolutions seeking the consent of the Members of the Company for appointment of Mrs. Suelve Gautam Khandelwal as Whole Time Director designated as "Executive Director" forms part of the Notice convening the 57th Annual General Meeting. Mrs. Suelve Gautam Khandelwal is spouse of Mr. Gautam Khandelwal, Chairman of the Company. Details of Board meetings During the year, the Board of Directors met 6 times, details of which are provided in the Corporate Governance report. Declaration by Independent Directors (IDs) The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013. Nomination & Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Management Personnel and Senior Management and their remuneration. The details of the policy have been provided in the Corporate Governance Report. The details of the same is available on the Company's website at <http://informed-tech.com/investors/corporate-governance/> Board Evaluation The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with the Executive and Non-Executive Directors. These meetings were intended to obtain Directors' inputs on effectiveness of Board/Committee processes. The Board considered and discussed the inputs received from the Directors. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of NonExecutive Directors. Significant and material orders passed by the regulators or courts or tribunals There were no significant material orders passed by the regulators or courts or tribunals which may impact the going concern status and company's operations. Internal financial controls The details in respect of internal financial control and their advocacy are included in the management discussion and analysis which forms part of this Annual Report. Deposits During the year, your Company has not accepted any deposits under the provisions of Chapter V of the Companies Act, 2013 and the rules made there under. Subsidiary/Joint Ventures/Associate Companies The company does not have any Subsidiary/Joint Ventures/Associate Companies. Loans, guarantees or investments Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report. Management Discussion and Analysis a) Industry Review and future outlook: Information Technology Business in India is expected to grow as our honorable Prime Minister Shri. Narendra Modi has started 'Digital india' project to give IT a secured position inside & outside India. The Indian IT industry has now matured and is internationally recognized for its technical skills & trained manpower. The need for greater transparency in governance of companies in international financial markets is continuing to drive businesses in which the Company is associated as a service provider. The Indian companies are now emphasizing on improving technology and offering higher value added services. The Company is actively looking for expansion opportunities in the sector in order to drive growth in the Company. b) Business Review & Development and Overview of Financial Performance & Operations: Your Company is operating as IT enabled service provider and is a leading content provider to the securities and financial research industry. Company's Data Management techniques enable organizations to leverage their operations and help them reduce cost and turnaround time. Your Company has also developed insight into the market segment of financial content and has developed relationships with its customers, which are well known and respected American Corporations .Further the strengthening of the US dollar has benefitted your company in terms of actual revenue realizations. However during the year, the total revenue from operational activities has decreased marginally to Rs. 249.10 Lacs as compared to Rs. 258.53 Lacs in previous year. The total income of the Company has increased to Rs.423.42 Lacs compared to Rs. 381.39 Lacs in previous year. c) Internal Control Systems: The Company has adequate internal control systems in place with reference to the financial statements. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors and the adequacy of internal audit function, significant internal audit findings and follow-ups thereon. The Company has also implemented Quality Management System (QMS) and has got itself registered under ISO 9001:2008 Standard. d) Risks, Concerns & Threats: The Company has a risk management committee, which meets frequently to take the stock of all the impending and immediate threats to the business and takes necessary steps for positioning of the Company to meet the same in time. Any major threats affecting the Company in general and business environment indirectly affecting the functioning of the Company are discussed with the Board from time to time. Statutory Auditors, their Report and Notes to Financial Statements M/s. M.V. Ghelani & Co.,, Chartered Accountants (ICAI Registration No. 119077W) were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 56th Annual General Meeting (AGM) held on September 15, 2014 until the conclusion of the third consecutive AGM of the Company to be held in the year 2017 (subject to ratification of their appointment by the Members at every AGM held after the AGM held on September 15, 2014). As required under the provisions of section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s. M.V. Ghelani & Co., Chartered Accountants in respect to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the Companies Act, 2013. The Board has recommended to ratify the re-appointment of M/s. M.V. Ghelani & Co., Chartered Accountants, Mumbai, as the Auditors to hold office from the conclusion of the ensuing 57th Annual General Meeting (AGM) till the conclusion of the next AGM. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. Secretarial Auditor In terms of Section 204 of the Act and Rules made there under, M/s. DSM & Associates, Practicing Company Secretary (Certificate of Practice Number : 9394) have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditor is enclosed as Annexure I to this report. The report is self-explanatory and do not call for any further comments. Related Party Transactions There have been no materially significant related party transactions between the Company and the Directors, the management, the key managerial personnel or their relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed at the Web link: <http://informed-tech.com/investors/corporate-governance/> Extract of the Annual Return Pursuant to the provisions of section 92(3) of Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is enclosed with the report as Annexure II. Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Notes: i. Percentage Increase in Median remuneration of employees during the financial year 2014-2015: Around 13.00 % ii. Number of Permanent Employees as on March 31, 2015: 23 iii. The explanation on the relationship between average increase in remuneration and the Company performance - The criteria for increase in the remuneration, amongst other things, is also related to the individual performance, the Company's performance and such other factors. The average increase in the remuneration of the employees during the F.Y 2014-15 was around 10.31%, wherein the company's performance increased by 11.02% on total revenue. iv. (a) Variations in the Market capitalization of the Company: As on March 31, 2015- Rs. 10.01 cr As on March 31, 2014 - Rs. 6.57 cr (b) price earnings ratio as at the closing date of the current financial year and previous financial year. As on March 31, 2015- 2.467 As on March 31, 2014 - 2.384 (c) percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: The Company has not made any public issue in last 15 years. v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and exceptional circumstances for increase in the managerial remuneration if any: a) The average percentage increase made in the salaries of total employees other than the Key Managerial Personnel for F.Y.2015 is around 10.36%. b) Average increase in the Remuneration of the Key Managerial Personnel: Please refer above given table. vi. The key parameters for any variable component of remuneration availed by the directors: Not Applicable. vii. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Not applicable viii. Affirmation that the remuneration is as per the remuneration policy of the Company: Yes. B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: During the year under consideration, none of the employees of the company were in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo A. Conservation of Energy: Not Applicable B. Technology Absorption: a. Research and Development (R & D): The Company has not undertaken any R&D activity in the current year. b. Technology Absorption, Adaptation and Innovation: The Company has not imported any technology during the year. C. Foreign Exchange earnings and outgo: During the year, the foreign Exchange outgo was Rs. 34.53 Lakhs (Previous year - Rs. 24.11 Lakhs). The Foreign exchange earning was Rs. 249.10 Lakhs (Previous year Rs. 258.53 Lakhs). Corporate Social Responsibility (CSR) Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made. Vigil Mechanism and Whistle Blower Policy The company has adopted a Vigil Mechanism and Whistle Blower Policy to provide a mechanism for the directors and employees to report genuine concerns about any unethical behavior, actual or suspected fraud or violations of the company's code of conduct. The provisions of this policy are in line with the provisions of Section 177 (9) of the Act. The policy can be accessed on the company's website at following link <http://informed-tech.com/investors/corporate-governance/> Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Risk Management In terms of the requirement of the Act, the Company has developed and implemented the Risk Management system whereby a Risk Management Committee has been constituted to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Company's strategic objectives. The Committee periodically submits its Report to the Board on various issues along with its recommendations and comments for Board's review and necessary action. Material Changes There were no material changes and commitments affecting the financial position of the company, which have occurred between the end of the financial year of the company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any. There had been no changes in the nature of company's business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the company has an interest except as otherwise mentioned in this director report, if any. Directors' Responsibility Statement Pursuant to Section 134 (3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; ii) they 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 of the Company for that year; iii) they have taken proper and sufficient care to the best of their knowledge and ability, 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; iv) the annual accounts have been prepared on a going concern basis; v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems. Corporate Governance As per SEBI circular dated September 15, 2014 (Circular No.- CIR/CFD/POLICY CELL/7/2014) Compliance with the Provisions of revised Clause 49 of the Listing Agreement is not mandatory to your Company w.e.f. October 01, 2014 but as the Corporate Governance was applicable to your company till September 30, 2014, as such board had decided to submit the corporate governance report and certificates as required for the financial year 2014-2015 as Annexure III to the Directors' Report. Acknowledgements Your Board of Directors wish to place on record their appreciation for the whole-hearted co-operation received by the Company from the Shareholders, various Government departments, Business Associates, Company's Bankers and all the employees during the year. For and on behalf of the Board Gautam Khandelwal Chairman DIN NO. (00270717) Place: Mumbai Date: May 28, 2015 |