| Disclosure in board of directors report explanatory To,
The Members,Your Board of Directors (‘Board’) is pleased to present the Sixteenth Annual Report of your Company, IRIS Business Services Limited, for the year ended March 31, 2016. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder, this report covers the financial results and other developments during 1st April 2015 to 31st March 2016 in respect of IRIS Business Services Limited (‘IRIS’).
1. SUMMARY OF OPERATIONS/RESULTSParticulars | Standalone for the year ended 31st March | | | 2016 | 2015 | | (Amt in Rs.) | (Amt in Rs.) | Net Turnover | 321,038,969 | 541,779,305 | Other Income | 6,615,005 | 15,388,992 | Total Expenditure | 409,353,298 | 523,997,474 | Operating Profit | (81,699,324) | 33,170,823 | Exceptional Items | (21,893,846) | 395,166 | Net Profit before tax | (59,805,478) | 32,775,657 | Provision for tax | - | 6,636,735 | Deferred Tax Liability | (2,330,871) | (7,676,027) | Net Profit after tax and Before Minority Interest | (57,474,607) | 33,814,949 | Minority Interest | | | Profit for the year | (57,474,607) | 33,814,949 |
2. PERFORMANCE OF THE COMPANY
In the reporting year, the turnover and the operating profit of your company has declined as compared to the previous year. In the reporting year, the company has continued its focus on transitioning from an outsourced service oriented business to product based offerings.3. STATE OF COMPANY AFFAIRS
Your company is re-orienting its strategy to offer a suite of IP driven software products and solutions built around structured data. In this area, your company is already occupying a leading position in reporting solutions built on the XBRL information standard.The market for your company’s structured data offerings is at the cusp of rapid growth. Countries across the world are in the process of adopting XBRL as the reporting standard for external reporting. Regulators across capital markets, banking, business registries and taxation are at the forefront of XBRL adoption. Adoption paves the way for your company to enter the emerging markets through filing solutions and associated offerings to a range of filing entities. Your company already has XBRL implementations / on-going projects with regulators across South Africa, Macedonia, UAE, Qatar, Thailand, Saudi Arabia, Singapore, Mauritius, Kuwait and India. These wide ranges of implementations have given your company an unparalleled depth of knowledge in the XBRL domain, which is leveraged in driving the software product strategy as well.In addition to providing software that help filers, especially financial institutions, automate their XBRL reporting to the regulators, your company has also now introduced offerings in related compliance filings area such as ‘FATCA’ reporting. Your company’s XBRL filing creation business that now cater to the USA, UK , Italy and Indian markets is now in a process of migrating to a new collaborative cloud (SaaS) based XBRL reporting solution named ‘Carbon’, enabling your company to move up the value chain and build global scale while mitigating customer concentration risks. Your company is also in the process of building comprehensive corporate fundamental datasets for a range of potential customers, leveraging its global XBRL data consumption platform. The on-going implementation of the ‘Data Act’ by the US federal government is expected to open significant opportunities for your company’s established structured data solutions. Your company is represented at various XBRL international forums through representations at the board level, steering committees and working groups that set the specification and direction of the structured data standard.4. TRANSFER TO RESERVE
The Company does not propose to transfer any amount to any reserves.5. DIVIDEND AND TRANSFER TO IEPF
The Board of Directors does not recommend any dividend on equity shares.
The Company was not required to transfer any unpaid/unclaimed amount of dividend to IEPF during the financial year ended March 31, 2016.6. CHANGE IN THE NATURE OF BUSINESS
There are no changes in the nature of business during the financial ended March 31, 2016.7. MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There were no material changes and commitment affecting financial position of the Company between end of the financial year to which this financial statements relate and the date of the report.8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
During the year there are no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.9. REGISTERED OFFICE
The registered office of the Company was shifted from T-131, Tower 1, 3rd Floor, International Infotech Park, Vashi, Navi Mumbai - 400703 to T-231, Tower 2, 3rd Floor, International Infotech Park, Vashi, Navi Mumbai-400703,i.e within the local limits of the City with effect from 17th March 201610. RISK AND CONCERN
In a fast changing enterprise market for financial reporting, you company would need to build adequate marketing spend and product differentiation to establish presence and build market share for its cloud based reporting solution. In the regulator market, smaller regulators have in the past, adopted simpler non XBRL filing platforms and though XBRL adoption gathering pace across the reporting world, competition is likely to intensify in the broad area of electronic filing platforms. Information services and solutions using XBRL data sets is at a nascent stage and while your company is well positioned to benefit from increasing usage of such data, user adoption will entail substantial efforts since incumbent data suppliers are large and well established.11. RISK MANAGEMENT
Your company is aware of the risks associated with the business. The company is in the process of institutionalizing a mechanism for identifying, minimizing and mitigating risks which will be periodically reviewed.Some of the risks identified and which will have the attention of the management are:
1. Securing critical resources including capital and human resources;
2. Ensuring cost competitiveness;
3. Building product differentiation and the appropriate value proposition
4. Maintaining and enhancing customer service standards.
The company is also taking steps to increase revenue from software products and establish presence across market segments and geographies.12. DEPOSITS
The Company had not accepted any deposits during the financial year ended March 31, 2016.nor there were any unpaid/unclaimed deposits at the financial year ended on March 31, 2016. Further as the Company has never accepted deposits there have been no defaults in repayments thereof nor any non compliance thereto.13. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company has the following subsidiaries:
1. IRIS BUSINESS SERVICES (ASIA) PTE. LTD.
2. IRIS BUSINESS SERVICES, LLC
3. ATANOU SRLM/s. Atanou SRL has become subsidiary of the Company during the financial year ended March 31, 2016The Company has not entered into any Joint Venture and doesn’t have any Associate Company.The Audited Consolidated Financial Statements pursuant to Section 129(3) of Companies Act, 2013 of all the above subsidiaries forms part of Annual Report14. PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARY COMPANIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY
The consolidated financial statements of the Company, forms a part of this Annual Report.
A Statement containing salient features of the financial statement of subsidiaries pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 are enclosed as “Annexure A” to this report.15. SHARE CAPITAL
i. Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the financial year ended March 31, 2016.ii. Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the financial year ended March 31, 2016.iii. Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the financial year ended March 31, 2016.16. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has internal financial control and risk mitigation system which is constantly assessed and strengthened. The Company also conducts an internal audit from time to time. The Audit Committee actively reviews the internal audit report, adequacy and effectiveness of the Internal Financial Control and suggests the improvements for the same.17. DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mr. K. Balachandran (DIN - 00080055) , Wholetime Director retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.Mr. Sanjoy Bhattacharyya was appointed as additional director on the Board with effect from June 01, 2015 to hold office till the AGM held on 29th September, 2015. Further he was appointed as a director under section 152 of the Companies Act, 2013 at the AGM held on 29th September, 2015Mr. S Swaminathan Mr. K Balachandran and Ms. Deepta Rangarajan were re-appointed as Whole time Directors by the members of the Board with effect from May 01, 2015 for a period of 3 Years at their meeting held on 07th February 2015 and their appointment was ratified by the members at the AGM of the Company held on 29th September, 2015.During the year under review, none of the Directors resigned from the Board.18. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from the independent directors under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 201319. BOARD MEETINGS
The Board met four (4) times during the financial year ended March 31, 2016; the details as required under Standard 9 of Secretarial Standard 1 on Board Meetings are enclosed as “Annexure B” to this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.20. AUDIT COMMITTEE
The Constitution and terms of reference of the committee are in compliance with the requirements of section 177 of the Companies Act, 2013.The composition of the Audit Committee is as follows:Name of the Committee Member | Category | Mr. U. R. Bhat (Chairman) | Independent Non-Executive Director | Mr. Narayan Seshadri | Independent Non-Executive Director | Mr. Rakesh Kathotia | Non- Executive Director | Mr. Partho Datta | Independent Non-Executive Director | Mr. K. Balachandran | Executive Director |
21. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Committee (‘NRC’) had formulated a policy for the Nomination and Remuneration of the Directors, Key Managerial Personnel and Senior Management.The policy inter alia broadly includes the following:
• The matters to be dealt with and recommended by the Committee to the Board;
• Criteria for appointment and removal of Director, KMP and Senior management;
• Criteria and evaluation process for determining the remuneration for the whole-time directors, KMP and senior management personnel.A detailed copy of the Nomination and Remuneration policy is available on the website of the company viz. www.irisbusiness.com.22. STATUTORY AUDITORS:
The Members at the 15th Annual General Meeting (“AGM”) had approved the appointment of M/s. M. P. Chitale & Co. as the statutory auditors of your Company for a period of 5 year to hold office as such till the conclusion of the sixth consecutive AGM subject to ratification of appointment by the members at every AGM.In terms of Section 139 of the Companies Act, 2013, M/s. M. P. Chitale & Co. has confirmed their eligibility to act as the Auditors of your Company for the year 2016-2017 in terms of Section 141 and 144 of the Companies Act, 2013 and the rules framed thereunder.Accordingly, your Directors recommend the ratification of appointment of the Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.23. STATUTORY AUDITORS’ REPORT
The Statements made by the Auditors in their report are self-explanatory and doesn’t require any comments by the Board of Directors.24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the provisions of Section 135 of the Companies Act, 2013, the details with regards to CSR Expenditure and the salient features of the CSR Policy of the Company are enclosed as “Annexure C” to this report.The CSR policy of the Company is available on the website www.irisbusiness.com.25. BOARD EVALUATION
The performance evaluation of the Non-Independent Directors and the Board was carried out by the Independent Directors and they expressed their satisfaction with the evaluation process.26. EXTRACT OF 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 enclosed as ‘Annexure D’ to this report.27. PARTICULARS OF LOANS, GUARANTEES AND 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 Standalone Financial Statements of the Company.28. RELATED PARTY TRANSACTIONS
The details of transactions entered into by the Company with related parties are at arm’s length and in ordinary course of business. The details of the transactions as per section 188 of the Companies Act, 2013 and Rules framed thereunder are enclosed as “Annexure E” in Form AOC-2, as required under Rule 8(2) of Companies (Accounts) Rules, 2014.29. DIRECTORS’ RESPONSIBILITY STATEMENT
To the best of their knowledge and information and based on the information and explanations provided to them by the Company, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 (the Act):a. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departuresb. That 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.That 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. That the directors had prepared the annual accounts on a going concern basis.e. That 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.30. HUMAN RESOURCES / INDUSTRIAL RELATIONS, INCLUDING NUMBER OF PEOPLE EMPLOYED
Your company provides regular training to employees to improve skills. Your company has put in place a performance appraisal system that covers all employees.31. PARTICULARS OF REMUNERATION DIRECTORS, KMP AND EMPLOYEES
The details of the top 10 employees in terms of remuneration drawn pursuant to section 197 (2) of the Companies Act, 2013 shall be available at the registered office of the Company during the business hours.
There are no employees in receipt of remuneration over and above the limits specified in Section 197(12) read with rule 5 (i), (ii) & (iii) of the Companies Act 2013.
None of the Whole time Directors are in receipt of any commission from the Company nor any remuneration or Commission from its holding or subsidiary company.32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND 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 is enclosed as ‘Annexure G’ to this report.33. ACKNOWLEDGEMENTS
Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from members, distributors, bankers and all other business associates. We look forward to continued support of all these partners in progress.For IRIS Business Services Limited
S. Swaminathan
(DIN: 01185930)Deepta Rangarajan
(DIN: 00404072)K. Balachandran
(DIN: 00080055)Date : 14th September 2016
Place : Navi Mumbai“Annexure A”FormAOC-1
(Pursuant to first provision to sub-section(3) of section129 read with rule 5 of Companies(Accounts)Rules,2014)Statement containing salient features of the financial statement of subsidiaries or associate companies or joint venturesPart A Subsidiaries
(Information in respect to of each subsidiary to be presented with amounts in Rs.)Sl No. | 1 | 2 | 3 | Name of the subsidiary | IRIS Business Services LLC | IRIS Business Services (Asia) Pte. Ltd. | Atanou S.r.l. | The date since when subsidiary was acquired | 26.02.2010 | 07.07.2010 | 31.07.2015 | Reporting period for the subsidiary concerned, if different from the holding company’s reporting period. | April-March | January-December | April-March | Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. | USD | SGD | EURO | | Exchange Rate used Rs. Per unit for foreign currency BS 66.33, P& L 62.59 | Exchange Rate used Rs. Per unit for foreign currency BS 47.25, P& L 46.65 | Exchange Rate used Rs. Per unit for foreign currency BS 75.10, P& L 72.31 | Share capital | 9,94,994 | 1,44,07,559 | 7,50,955 | Reserves and surplus | -5,99,319 | -2,03,13,739 | - | Total assets | 4,35,674 | -74,55,599 | 10,61,099 | Total Liabilities | 4,35,674 | -74,55,599 | 10,61,099 | Investments | - | - | - | Turnover | - | 3,92,53,440 | 2,60,308 | Profit before taxation | - | -9,92,788 | -9,617 | Provision for taxation | - | -5,36,748 | 8,532 | Profit after taxation | - | -15,29,536 | -1,085 | Proposed Dividend | - | - | - | Extent of shareholding (in percentage) | - | - | - |
1. Names of subsidiaries which are yet to commence operations
2. Names of subsidiaries which have been liquidated or sold during the year.Part B- Joint Ventures and associates
The Company does not have any Associates nor has entered into any joint ventures.For IRIS Business Services Limited
S. Swaminathan
(DIN: 01185930)Deepta Rangarajan
(DIN: 00404072)K. Balachandran
(DIN: 00080055)Date : 14th September 2016
Place : Navi Mumbai“Annexure B“Disclosure as per Standard 9 of the Secretarial Standards-1 on Board meeting - Dates of meetings of Board and committees held during the financial year 2015-16 indicating the number of meetings attended by each Director.Board Meeting Dates | : | 01st June 2015, 01st September 2015, 11th December, 2015, 17th March 2016 | | | (Total Meetings 04) | Audit Committee Meeting Dates | : | 01st September 2015, 11th December, 2015, 17th March 2016 | | | (Total Meetings 03) | NRC Committee Meeting Dates | : | 01st June 2015 | | | (Total Meetings 01) | CSR Committee Meeting Dates | : | 11th December, 2015 | | | (Total Meetings 01) | Share Transfer Committee | : | 14th July 2015, 02nd December, 2015 | | | (Total Meetings 02) |
Attendance of Directors at MeetingsSl. No | Name of the Director | Board meetings attended | Audit Committee meetings attended | NRC Committee meetings attended | CSR Committee Meetings Attended | Share Transfer Committee meetings attended | 1. | Mr. K Balachandran | 4 | 3 | N.A | N.A | 2 | 2. | Mr. S. Swaminathan | 4 | N.A | N.A | N.A | 2 | 3. | Ms. Deepta Rangarajan | 3 | N.A | N.A | Nil | 2 | 4. | Mr. Partho Datta | 4 | 3 | 1 | 1 | N.A | 5. | Mr. Narayan Seshadri | 3 | 2 | 1 | N.A | N.A | 6. | Mr. Rakesh Kathotia | 1 | Nil | N.A | N.A | N.A | 7. | Mr. U. R. Bhat | 3 | 3 | Nil | 1 | N.A | 8. | Mr. Sanjoy Bhattacharyya | 3 | N.A | N.A | N.A | N.A |
For IRIS Business Services Limited
S. Swaminathan
(DIN: 01185930)Deepta Rangarajan
(DIN: 00404072)K. Balachandran
(DIN: 00080055)Date : 14th September 2016
Place : Navi MumbaiANNEXURE C to the Directors’ Report is disclosed Seprately in the "Disclosure in Corporate Social Responsibility explanatory [Text Block]" in XBRL document."Annexure D"
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2016Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.I. REGISTRATION & OTHER DETAILS:1 | CIN | : | U72900MH2000PLC128943 | 2 | Registration Date | : | 03-10-2000 | 3 | Name of the Company | : | IRIS BUSINESS SERVICES LIMITED | 4 | Category/Sub-category of the Company | : | Public Company Limited by Shares | 5 | Address of the Registered office & contact details | : | T-231, Tower 2, 3rd Floor, International Infotech Park, Vashi - 400703, Navi Mumbai. | 6 | Whether listed company | : | No | 7 | Details of the Stock Exchanges where shares are listed | : | Not Applicable | 8 | Name, Address & contact details of the Registrar & Transfer Agent, if any. | : | Not Applicable |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)S. No. | Name and Description of main products / services | NIC Code of the Product/service | % to total turnover of the company | 1 | Software Products and Solutions | 4741 | 82.01% |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIESSN | Name and address of the Company | CIN/GLN | Holding/ Subsidiary/ Associate | % of shares held | Applicable Section | 1 | IRIS Business Services (Asia) Pte. Ltd. | Company No. - 201001057Z | Subsidiary | 98% | 2(87) | 2 | IRIS Business Services, LLC | | Subsidiary | 100% | 2(87) | 3 | Aatanu SRL | | Subsidiary | 100% | 2(87) |
IV. SHARE HOLDING PATTERN
(Equity share capital breakup as percentage of total equity)
(i) Category-wise Share HoldingCategory of Shareholders | No. of Shares held at the beginning of the year[As on 31-March-2015] | | | | No. of Shares held at the end of the year[As on 31-March-2016] | | | | % Change during the year | | Demat | Physical | Total | % of Total Shares | Demat | Physical | Total | % of Total Shares | | A. Promoters | | | | | | | | | | (1) Indian | | | | | | | | | | a) Individual/ HUF | - | 37,09,110 | 37,09,110 | 53.46% | - | 37,09,110 | 37,09,110 | 53.46% | None | b) Central Govt | - | - | - | 0.00% | - | - | - | 0.00% | None | c) State Govt(s) | - | - | - | 0.00% | - | - | - | 0.00% | None | d) Bodies Corp. | - | - | - | 0.00% | - | - | - | 0.00% | None | e) Banks / FI | - | - | - | 0.00% | - | - | - | 0.00% | None | f) Any other | - | - | - | 0.00% | - | - | - | 0.00% | None | Sub Total (A) (1) | - | 37,09,110 | 37,09,110 | 53.46% | - | 37,09,110 | 37,09,110 | 53.46% | None | (2) Foreign | | | | | | | | | | a) NRI Individuals | - | - | - | 0.00% | - | - | - | 0.00% | None | b) Other Individuals | - | - | - | 0.00% | - | - | - | 0.00% | None | c) Bodies Corp. | - | - | - | 0.00% | - | - | - | 0.00% | None | d) Any other | - | - | - | 0.00% | - | - | - | 0.00% | None | Sub Total (A) (2) | - | - | - | 0.00% | - | - | - | 0.00% | None | TOTAL (A) | - | 37,09,110 | 37,09,110 | 53.46% | - | 37,09,110 | 37,09,110 | 53.46% | None | B. Public Shareholding | | | | | | | | | | 1. Institutions | | | | | | | | | | a) Mutual Funds | - | - | - | 0.00% | - | - | - | 0.00% | None | b) Banks / FI | - | - | - | 0.00% | - | - | - | 0.00% | None | c) Central Govt | - | - | - | 0.00% | - | - | - | 0.00% | None | d) State Govt(s) | - | - | - | 0.00% | - | - | - | 0.00% | None | e) Venture Capital Funds | - | - | - | 0.00% | - | - | - | 0.00% | None | f) Insurance Companies | - | - | - | 0.00% | - | - | - | 0.00% | None | g) FIIs | - | - | - | 0.00% | - | - | - | 0.00% | None | h) Foreign Venture Capital Funds | - | - | - | 0.00% | - | - | - | 0.00% | None | i) Others (specify) | - | - | - | 0.00% | - | - | - | 0.00% | None | Sub-total (B)(1):- | - | - | - | 0.00% | - | - | - | 0.00% | None | 2. Non-Institutions | | | | | | | | | | a) Bodies Corp. | | | | | | | | | | i) Indian | - | 26,80,577 | 26,80,577 | 38.51% | - | 27,15,527 | 27,15,527 | 39.14% | 0.63% | ii) Overseas | - | - | - | 0.00% | - | - | - | 0.00% | None | b) Individuals | | | | | | | | | | i) Individual shareholders holding nominal share capital upto Rs. 1 lakh | | 3,37,601 | 3,37,601 | 5.00% | - | 1,04,375 | 1,04,375 | 1.50% | 3.50% | ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh | | 2,10,293 | 2,10,293 | 3.03% | - | 4,08,569 | 4,08,569 | 5.89% | 2.86% | c) Others (specify) | | | | | | | | | | Non Resident Indians | - | - | - | 0.00% | - | - | - | 0.00% | None | Overseas Corporate Bodies | - | - | - | 0.00% | - | - | - | 0.00% | None | Foreign Nationals | - | - | - | 0.00% | - | - | - | 0.00% | None | Clearing Members | - | - | - | 0.00% | - | - | - | 0.00% | None | Trusts | - | - | - | 0.00% | - | - | - | 0.00% | None | Foreign Bodies - D R | - | - | - | 0.00% | - | - | - | 0.00% | None | Sub-total (B)(2):- | - | 3228471 | 3228471 | 46.54% | - | 3228471 | 3228471 | 46.54% | None | Total Public (B) | - | 3228471 | 3228471 | 46.54% | - | 3228471 | 3228471 | 46.54% | None | C. Shares held by Custodian for GDRs & ADRs | - | - | - | 0.00% | - | - | - | 0.00% | None | Grand Total (A+B+C) | - | 6937581 | 6937581 | 100.00% | - | 6937581 | 6937581 | 100.00% | None |
(ii) Shareholding of PromoterSN | Shareholder’s Name | Shareholding at the beginning of the year | | | Shareholding at the end of the year | | % change in shareholding during the year | | | | No. of Shares | % of total Shares of the company | % of Shares Pledged/ encumbered to total shares | No. of Shares | % of total Shares of the company | % of Shares Pledged / encumbered to total shares | | 1 | Swaminathan S | 24,36,084 | 35.11% | Nil | 24,36,084 | 35.11% | 7,30,826 | None | 2 | Deepta Rangarajan | 7,21,026 | 10.39% | Nil | 7,21,026 | 10.39% | 2,16,308 | None | 3 | Balachandran K | 5,52,000 | 7.95% | Nil | 5,52,000 | 7.95% | 1,65,600 | None |
(iii) Change in Promoters’ Shareholding (please specify, if there is no change)
No changes during the financial year 2015-16SN | Particulars | Date | Reason | Shareholding at the beginning of the year | | Cumulative Shareholding during the year | | | | | | No. of shares | % of total shares | No. of shares | % of total shares | | At the beginning of the year | | | | 0.00% | | 0.00% | | Changes during the year | | | | 0.00% | | 0.00% | | At the end of the year | | | | 0.00% | | 0.00% |
(iv) Shareholding Pattern of top ten Shareholders
(Other than Directors, Promoters and Holders of GDRs and ADRs):SN | For each of the Top 10 shareholders | Date | Reason | Shareholding at the beginning of the year | | Cumulative Shareholding during the year | | | | | | No. of shares | % of total shares | No. of shares | % of total shares | 1 | Subhkam Growth Fund, under its scheme Subhkam Growth Fund I (c/o) IL&FS Trust Company Limited) | | | | | | | | At the beginning of the year | 1-Apr-15 | | 19,53,799 | 28.16% | 19,53,799 | 28.16% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | 19,53,799 | 28.16% | 19,53,799 | 28.16% | 2 | Millennium Developers Pvt. Ltd. | | | | | | | | At the beginning of the year | 1-Apr-15 | | 2,70,000 | 3.89% | 2,70,000 | 3.89% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | 2,70,000 | 3.89% | 2,70,000 | 3.89% | 3 | Valuable Infrastructure Pvt. Ltd. | | | | | | | | At the beginning of the year | 1-Apr-15 | | 2,34,160 | 3.38% | 2,34,160 | 3.38% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | 2,34,160 | 3.38% | 2,34,160 | 3.38% | 4 | Pinky Ventures Private Limited | | | | | | | | At the beginning of the year | 1-Apr-15 | | 1,50,293 | 2.17% | 1,50,293 | 2.17% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | 1,50,293 | 2.17% | 1,50,293 | 2.17% | 5 | Mr. Vijay Gupta & Mrs. Rashmi Gupta | | | | | | | | At the beginning of the year | 1-Apr-15 | | 1,50,293 | 2.17% | 1,50,293 | 2.17% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | 1,50,293 | 2.17% | 1,50,293 | 2.17% | 6 | IRIS Employee Wellness LLP | | | | | | | | At the beginning of the year | 1-Apr-15 | | 72,325 | 1.04% | 72,325 | 1.04% | | Changes during the year | | Transfer | 34,950 | 0.50% | 34,950 | 0.50% | | At the end of the year | 31-Mar-16 | | 1,07,275 | 1.55% | 1,07,275 | 1.55% | 7 | Shailesh Gupta | | | | | | | | At the beginning of the year | 1-Apr-15 | | 97,128 | 1.40% | 97,128 | 1.40% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | 97,128 | 1.40% | 97,128 | 1.40% | 8 | Sakshi Kachare | | | | | | | | At the beginning of the year | 1-Apr-15 | | 31,020 | 0.45% | 31,020 | 0.45% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | 31,020 | 0.45% | 31,020 | 0.45% | 9 | T N V Ayyar | | | | | | | | At the beginning of the year | 1-Apr-15 | | 30,000 | 0.43% | 30,000 | 0.43% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | 30,000 | 0.43% | 30,000 | 0.43% | 10 | Rajnikant Patel | | | | | | | | At the beginning of the year | 1-Apr-15 | | 30,000 | 0.43% | 30,000 | 0.43% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | 30,000 | 0.43% | 30,000 | 0.43% |
(v) Shareholding of Directors and Key Managerial Personnel:SN | Shareholding of each Directors and each Key Managerial Personnel | Date | Reason | Shareholding at the beginning of the year | | Cumulative Shareholding during the year | | | | | | No. of shares | % of total shares | No. of shares | % of total shares | 1 | Mr. K Balachandran | | | | | | | | At the beginning of the year | 1-Apr-15 | | 5,52,000 | 7.96% | 5,52,000 | 7.96% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | 5,52,000 | 7.96% | 5,52,000 | 7.96% | 2 | Ms. Deepta Rangarajan | | | | | | | | At the beginning of the year | 1-Apr-15 | | 7,21,026 | 10.39% | 7,21,026 | 10.39% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | 7,21,026 | 10.39% | 7,21,026 | 10.39% | 3 | Mr. S. Swaminathan | | | | | | | | At the beginning of the year | 1-Apr-15 | | 24,36,084 | 35.11% | 24,36,084 | 35.11% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | 24,36,084 | 35.11% | 24,36,084 | 35.11% | 4 | Mr. Partho Datta | | | | | | | | At the beginning of the year | 1-Apr-15 | | - | 0.00% | - | 0.00% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | - | 0.00% | - | 0.00% | 5 | Mr. Narayan Seshadri | | | | | | | | At the beginning of the year | 1-Apr-15 | | - | 0.00% | - | 0.00% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | - | 0.00% | - | 0.00% | 6 | Mr. U. R. Bhat | | | | | | | | At the beginning of the year | 1-Apr-15 | | - | 0.00% | - | 0.00% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | - | 0.00% | - | 0.00% | 7 | Mr. Rakesh Kathotia | | | | | | | | At the beginning of the year | 1-Apr-15 | | - | 0.00% | - | 0.00% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | - | 0.00% | - | 0.00% | 8 | Mr. Sanjoy Bhattacharya | | | | | | | | At the beginning of the year | 1-Apr-15 | | - | 0.00% | - | 0.00% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | - | 0.00% | - | 0.00% | 9 | Mr. S. Swaminathan (CEO) | | | | | | | | At the beginning of the year | 1-Apr-15 | | 24,36,084 | 35.11% | 24,36,084 | 35.11% | | Changes during the year | | | - | 0.00% | - | 0.00% | | At the end of the year | 31-Mar-16 | | 24,36,084 | 35.11% | 24,36,084 | 35.11% |
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment. | | | | (Amt. Rs./Lacs) | Particulars | Secured Loans excluding deposits | Unsecured Loans | Deposits | Total Indebtedness | Indebtedness at the beginning of the financial year | | | | | i) Principal Amount | 6,25,21,312.00 | 5,81,886.00 | - | 6,31,03,198.00 | ii) Interest due but not paid | - | - | - | - | iii) Interest accrued but not due | - | - | - | - | Total (i+ii+iii) | 6,25,21,312.00 | 5,81,886.00 | - | 6,31,03,198.00 | Change in Indebtedness during the financial year | | | | | * Addition | 16,22,67,078.00 | - | - | 16,22,67,078.00 | * Reduction | (8,07,30,995.00) | (5,81,886.00) | | (8,13,12,881.00) | Net Change | 8,15,36,083.00 | (5,81,886.00) | - | 8,09,54,197.00 | Indebtedness at the end of the financial year | | | | | i) Principal Amount | 14,28,33,385.00 | - | | 14,28,33,385.00 | ii) Interest due but not paid | 12,24,009.00 | - | - | 12,24,009.00 | iii) Interest accrued but not due | - | - | - | - | Total (i+ii+iii) | 14,40,57,394.00 | Nil | - | |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:SN. | Particulars of Remuneration | Name of MD/WTD/ Manager | | | Total Amount(Rs.) | | Name | Mr. K Balachandran | Ms. Deepta Rangarajan | Mr. S. Swaminathan | | | Designation | Whole-time Director | Whole-time Director | Whole-time Director | | 1 | Gross salary | | | | | | (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 | 3000000 | 3000000 | 3000000 | 90,00,000.00 | | | | | | | | (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 | - | - | - | - | | (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 | - | - | - | - | | | | | | | 2 | Stock Option | - | - | - | - | 3 | Sweat Equity | - | - | - | - | 4 | Commission | - | - | - | - | | - as % of profit | - | - | - | - | | - others, specify | - | - | - | - | 5 | Others, please specify | - | - | - | - | | Total (A) | 30,00,000.00 | 30,00,000.00 | 30,00,000.00 | 90,00,000.00 | | Ceiling as per the Act | 42,00,000 | 42,00,000 | 42,00,000 | |
B. Remuneration to other DirectorsSN. | Particulars of Remuneration | Name of Directors | | | | Total Amount (Rs) | 1 | Independent Directors | Mr. U. R. Bhat | Mr. Narayan Seshadri | Mr. Sanjoy Bhattacharya | Mr. Partho Datta | | | Fee for attending board committee meetings | 80,000.00 | 60,000.00 | 60,000.00 | 1,00,000.00 | 3,00,000.00 | | Commission | | | | | | | Others, please specify | | | | | | | Total (1) | 80,000.00 | 60,000.00 | 60,000.00 | 1,00,000.00 | 3,00,000.00 | 2 | Other Non-Executive Directors | Mr. Rakesh Kathotia | | | | - | | Fee for attending board committee meetings | - | - | | - | - | | Commission | - | - | | - | - | | Others, please specify | - | - | | - | - | | Total (2) | Nil | - | | - | - | | Total (B)=(1+2) | 80,000.00 | 60,000.00 | 60,000.00 | 1,00,000.00 | 3,00,000.00 | | Total Managerial Remuneration | | | | | 93,00,000.00 | | Overall Ceiling as per the Act | | | | | |
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTDSN. | Particulars of Remuneration | Name of Key Managerial Personnel | Total Amount | | Name | Mr. S. Swaminathan | (Rs/Lac) | | Designation | CEO | | 1 | Gross salary | 30,00,000.00 | 30,00,000 | | (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 | | - | | (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 | | - | | (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 | | - | 2 | Stock Option | | - | 3 | Sweat Equity | | - | 4 | Commission | | | | - as % of profit | | | | - others, specify | | | 5 | Others, please specify | | | | Total | 30,00,000.00 | 30,00,000.00 |
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:Type | Section of the Companies Act | Brief Description | Details of Penalty / Punishment/ Compounding fees imposed | Authority [RD / NCLT/ COURT] | Appeal made, if any (give Details) | A. COMPANY - | | | | | | Penalty | NIL | | | | | Punishment | | | | | | Compounding | | | | | | B. DIRECTORS | | | | | | Penalty | NIL | | | | | Punishment | | | | | | Compounding | | | | | | C. OTHER OFFICERS IN DEFAULT | | | | | | Penalty | NIL | | | | | Punishment | | | | | | Compounding | | | | | |
For IRIS Business Services Limited
S. Swaminathan
(DIN: 01185930)Deepta Rangarajan
(DIN: 00404072)K. Balachandran
(DIN: 00080055)Date : 14th September 2016
Place : Navi Mumbai“Annexure E”FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto.1. Details of contracts or arrangements or transactions not at Arm’s length basis.SL. No. | Particulars | Details | 1. | Name (s) of the related party & nature of relationship | NIL | 2. | Nature of contracts /arrangements / transaction | | 3. | Duration of the contracts / arrangements / transaction | | 4. | Salient terms of the contracts or arrangements or transaction including the value, if any | | 5. | Justification for entering into such contracts or arrangements or transactions’ | | 6. | Date of approval by the Board | | 7. | Amount paid as advances, if any | | 8. | Date on which the special resolution was passed in General meeting as required under first proviso to section 188 | |
2. Details of contracts or arrangements or transactions at Arm’s length basis.SL. No. | Particulars | Details | Details | 1. | Name (s) of the related party & nature of relationship | Finx Solutions (UAE) | IRIS Business Services (Asia) Pte Ltd | 2. | Nature of contracts /arrangements / transaction | Provide Computer Software services. | Avail Services related to XBRL building Management support and Marketing | 3. | Duration of the transaction | For financial year 2015-16 | For financial year 2015-16 | 4. | Salient terms of the contracts or arrangements or transaction including the value, if any | At Arms length price and in Ordinary Course of Business Value of transaction Rs 1,89,48,033 | At Arms length price and in Ordinary Course of Business Value of transaction Rs. 3,61,01,185 | 5. | Justification for entering into such contracts or arrangements or transactions | Contract with Emirates Securities and Commodities Authority | Reimbursement of expenses for Business & Marketing support. | 6. | Date of approval by the Board | Not applicable as the transactions entered are at Arm’s Length Price and in ordinary course of business as provided under Section 188(1) of the Companies Act, 2013. | | 7. | Amount paid as advances, if any | Nil | Nil |
For IRIS Business Services Limited
S. Swaminathan
(DIN: 01185930)Deepta Rangarajan
(DIN: 00404072)K. Balachandran
(DIN: 00080055)Date : 14th September 2016
Place : Navi Mumbai"Annexure F”
Particulars in regards to Conservation of energy, Technology Absorption, and Foreign Exchange Earnings and Outgo pursuant to the Companies(Account) Rules, 2014.
(A) Conservation of energy
i. The steps taken or impact on conservation of energy: As the Company is not engaged in any manufacturing activity the consumption of energy is relatively low. And company takes reasonable steps to conserve energy at its office.ii. The steps taken by the company for utilizing alternates source of energy: NILiii. The Capital Investment on energy conservation equipments: NIL(B) Technology absorption
i. The efforts made towards technology absorption: NILii. The benefits derived like product improvement, cost reduction, product development or import substitution: NILiii. In case of imported technology (imported during last three years reckoned from beginning of financial year):
(a) Details of technology imported: Nil
(b) Year of Import: Nil
(c) Whether technology has been fully absorbed: Nil
(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: Niliv. The expenditure incurred on Research and Development: Nil (C) Foreign exchange earnings and outgo
|