DIRECTORS REPORT 1. Your Directors have pleasure in presenting the Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2015. 2. PERFORMANCE & RESULTS: The Company has incurred a loss of Rs. 9,85,194/- during the year as compared to the loss of Rs. 2,43,388/- in the previous year. 3. OPERATIONS AND FUTURE PLANS: The Company during the year under review could not conduct any business activity due to the financial constraints and un-favourable market conditions. The Company is in the process of identifying the project which would benefit the company and shareholders at large. 4. CHANGES IN THE NATURE OF BUSINESS, IFANY: There have been no material changes in the nature of business during the period under review. 5. DIVIDEND: In view of the losses incurred by the Company as stated above, the Board of Directors regrets their inability to recommended payment of any dividend for the year under review. 6. DEPOSITS: The Company has not accepted any deposits from the public and no amount of principal or interest on fixed deposits was outstanding as on the Balance sheet date. 7. DIRECTORS: In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the directors liable to retire by rotation, the Independent Directors are not included in the total number of Directors of the Company. Accordingly, Mrs. Rita Rajkumar Singh (DIN: 01988709) shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment as a Director of the Company. Further, Mr. Manish Sheth and Mrs. Preeti Sheth designated as an Additional Director were appointed as an Independent Director in the 27th Annual General Meeting held on 30th September, 2014 to hold office for 5 (five) consecutive years for a term up to March 31, 2019. Brief profiles of the Directors proposed to be re-appointed as required under clause 49 of the Listing Agreement, are part of the Notice convening the Annual General Meetingin the process of identifying the project which would benefit the company and shareholders at large. 4. CHANGES IN THE NATURE OF BUSINESS, IFANY: There have been no material changes in the nature of business during the period under review. 5. DIVIDEND: In view of the losses incurred by the Company as stated above, the Board of Directors regrets their inability to recommended payment of any dividend for the year under review. 6. DEPOSITS: The Company has not accepted any deposits from the public and no amount of principal or interest on fixed deposits was outstanding as on the Balance sheet date. 7. DIRECTORS: In terms of Section(s) 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the directors liable to retire by rotation, the Independent Directors are not included in the total number of Directors of the Company. Accordingly, Mrs. Rita Rajkumar Singh (DIN: 01988709) shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment as a Director of the Company. Further, Mr. Manish Sheth and Mrs. Preeti Sheth designated as an Additional Director were appointed as an Independent Director in the 27th Annual General Meeting held on 30th September, 2014 to hold office for 5 (five) consecutive years for a term up to March 31, 2019. Brief profiles of the Directors proposed to be re-appointed as required under clause 49 of the Listing Agreement, are part of the Notice convening the Annual General Meeting 8. KEY MANAGERIAL PERSONNEL: Mrs. Rita Singh (Promoter Director) was appointed as a Whole Time Director of the Company in the 27th Annual General Meeting held on 30th September, 2014 for a period of 5 (five) years with effect from September 01, 2014 without any remuneration and is subject to retire by rotation. 9. REMUNERATION TO DIRECTORS: During the year under review, the Company has not paid any remuneration and sitting fees to any of the Directors of the Company considering the financial position of the Company. 10. REMUNERATION POLICY: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report 11. DECLARATION BY INDEPENDENT DIRECTORS: All the Independent Directors have given declarations that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. 12. MEETINGS OF BOARD AND COMMITTEES: During the year under review, the Board convened and held six (6) times i.e. on 30th May, 2014, 14th August, 2014, 1st September, 2014, 22nd October, 2014,14th November, 2014 and 13th February, 2015. Details of all Board Committees along with their composition and meetings held during the year under review are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 13. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS: 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 of its Audit, Nomination & Remuneration Committees. 14. DIRECTORS RESPONSIBILITY STATEMENT: The Board of Directors hereby confirms: (i) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;. (ii) your 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 loss of the company for that period;. (iii) your 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. (iv) your directors had prepared the annual accounts on a going concern basis. (v) 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; and (vi) 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. 15. AUDITORS: Statutory Auditor: At the Annual General Meeting (AGM) held on 30th September, 2014, M/s MVK Associates, Chartered Accountants Mumbai were appointed as statutory auditors of the Company to hold office till the conclusion of the AGM to be held in the year 2018. In terms of the provision of Section 139(1) of the Companies Act, 2013, the appointment shall be placed for ratification at every AGM. Accordingly, the appointment of M/s MVK Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regards, the Company has received a certificate from the auditors confirming to the effect that if they are re-appointed, it would be in accordance with provisions of Section 141 of the Companies Act, 2013. Secretarial Audit: Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. PRS & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial year 201415. The Secretarial Audit Report (e-form MR-3) is annexed herewith as Annexure-A. 16. AUDITORS REPORT: The Company's Auditors M/s MVK Associates, Chartered Accountants, Mumbai have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules made there under. The Auditor's Report to the shareholders for the year under review does not contain any qualification. The notes on financial statements referred to in the Auditors Report are self - explanatory and do not call for any other comments. The Secretarial Auditor's in their report to the members have given qualified opinion in respect of the appointment of Chief Financial Officer and Company Secretary as required under section 203(1) of the Companies Act, 2013. With regards to that response of your Directors is that they are in the process of appointing the same taking into consideration the size and business of the Company. 17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 18. PARTICULARS OF EMPLOYEES: There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, there were no employees to whom the gratuity or any other retirement benefits were payable by the Company. 19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: There are no materially significant related party transactions made by the Company with the promoters, Directors or Key managerial personnel which may have a potentially conflict of interest with the interest of the Company at large. 20. SUBSIDIARIES: The Company has no subsidiaries during the year under review and therefore the provisions of section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(iv) of Cost (Accounts) Rules, 2014 are not applicable. 21. INDUSTRIAL RELATIONS: The industrial relations continued to be generally peaceful and cordial during the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees during the year 22. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF): Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). 23. AMOUNT TRANSFER TO RESERVES: During the year under review no amount has been transferred to the reserves pursuant to the provisions of section 134(3)(j) of the Companies Act, 2013 in view of the losses incurred by the company. 24. ISSUE OF SHARES: The Company during the year under review has not issued any Sweat equity shares or shares with differential rights or under Employee stock option scheme nor did it buy back any of its shares. However, your Directors at the meeting held on 22nd October, 2014 had allotted 6,70,000 equity shares on preferential basis at a price of Rs. 15.65 (including a premium of Rs. 5.65) to promoters and/or other than promoters in accordance with the provisions of section 62 of the Companies Act, 2013 read with Chapter VII of SEBI (ICDR) Regulations, 2009. 25. CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement with the BSE Limited, a separate report on Corporate Governance is enclosed herewith as Annexure - B together with a Certificate from the Company's Auditors confirming compliance of conditions on Corporate Governance. 26. EXTRACT OF ANNUAL RETURN: In accordance with the provisions of section 134 (3) (a) of the Companies Act, 2013 the details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as Annexure - C. 27. CASH FLOW STATEMENT: In conformity with the Accounting Standard - 3 issued by the Institute of Chartered Accountants of India and the provisions of Clause 32 of the Listing Agreement with the BSE Limited, the Cash Flow Statement for the year ended March 31, 2015 is annexed to the accounts. 28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: The provisions of section 135(o), 135(2) of the Companies Act, 2013 read with Rule 8 of Companies (CSR) Rules is not applicable to the Company as it is not following under the criteria mentioned in the Act. 29. PARTICULARS OF EMPLOYEES No managerial personnel is drawing any remuneration pursuant to section 197 of the Companies Act, 20133 and Rule 5 of Companies (Appointment & Remuneration of managerial personnel), Rules 2014. 30. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION: Since the Company does not have a manufacturing unit, provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)(A) & (B) of the Companies (Accounts) Rules, 2014, as amended from time to time, regarding conservation of energy and technology absorption is not applicable. 31. FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review there were no other Foreign Exchange transactions. 32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. 33. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company is not required to establish Vigil Mechanism as per the provisions of section 177(9) of the Companies Act, 2013 as the Company has not accepted any deposits nor it has borrowed money from banks & Financial Institutions in excess of 50 crores. 34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY: There were no significant material orders passed by the Regulators, Courts or tribunals during the year ended 31st March, 2015 impacting the going concern status of your Company and its future operations. 35. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE: During the year under review, there were no other material events and commitments affecting financial position of the Company occurring after Balance sheet date. 36. GENERAL: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a) During the year under review, there were no cases filed or reported pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 37. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to the BSE where the Company's Shares are listed and traded. However, no listing fees has been paid to the other stock exchanges namely Ahmedabad Stock Exchange, Vadodra Stock Exchange and Cochin Stock Exchanges.. 38. ACKNOWLDEGEMENTS: Your Company and its Directors wish to sincerely thanks all the customers, financial institution, creditors etc for their continuing support and co-operation. Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them. For and on behalf of the Board of Directors For IB Infotech Enterprises Limited Sd/- Rita Singh DIN: 01988709 Director Sd/- Jasmin Parekh DIN: 06507112 Director Place: Mumbai Date: 14/08/ 2015 |