IB Infotech Enterprises Ltd
Directors Reports
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, 2022.
1. FINANCIAL RESULTS:
| Particulars |
31-03-2022 |
31-03-2021 |
| Total Income including other income |
2,22,025 |
2,44,087 |
| Depreciation |
0 |
0 |
| Total Expenditure |
(14,12,953) |
(11,12,517) |
| Profit(Loss) before Tax |
(11,90,928) |
(8,68,430) |
| Provision for Tax |
0 |
0 |
| Profit(Loss) after Tax |
(11,90,928) |
(8,68,430) |
| Prior Period Adjustments |
0 |
0 |
| Balance Brought Forward |
|
|
| Security Premium |
37,85,500 |
37,85,500 |
| Surplus in the Profit& Loss Account |
(1,13,23,500) |
(1,04,55,068) |
| Add : Profit/(loss) for the year |
(11,90,928) |
(8,68,430) |
| Balance carried to Balance Sheet |
(87,28,928) |
(75,37,998) |
2. PERFORMANCE & RESULTS:
During the year under review the Company has incurred losses of Rs.11,90,928/-.
3. OPERATIONS AND FUTURE PLANS:
The Company during the year under review could not conduct any business activity due to
the un-favourable market conditions and lack of sufficient funds.
4. CHANGES IN THE NATURE OF BUSINESS, IFANY:
There has been no material change in the nature of business during the period under
review.
5. DIVIDEND:
In view of the Accumulated Loss as stated above, the Board of Directors regrets their
inability to recommend 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 Singh (DIN: 01988709), Director of the Company shall retire by
rotation at the ensuing Annual General Meeting and being eligible has offered herself for
re-appointment as a Director of the Company.
Brief profile of the Director proposed to be re-appointed as required under Regulation
36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
part of the Notice convening the Annual General Meeting.
8. KEY MANAGERIAL PERSONNEL:
During the year under review the Company Ms. Bhagyashree Prakash Naik was appointed as
Chief Financial Officer w.e.f 13th February, 2021, who has resigned as CFO of
the Company on 31st July, 2021 and the vacancy was not yet filled.
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 in view of the losses incurred by the Company.
10. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:
During the year under review, no remuneration has been paid to any o the directors, and
hence the ratio of remuneration of each Director to the median of the employees has not
been calculated.
11. NOMINATION & 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.
12. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from the independent directors that they meet the
criteria of independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and under regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
13. DISLOSURE OF FRAUDS REPORTED UNDER SECTION 143 OF COMPANIES ACT,2013:
During the year under review, the directors of the company do not observe any contract,
arrangement and transaction which could result in a fraud; the director hereby ensure that
the company has not been encountered with any fraud or fraudulent activity during the
financial year 2021-2022.
14. COMMITTEES OF BOARD:
As on March 31st, 2022, the Company has following Statutory Committees: a.
Audit Committee b. Nomination and Remuneration Committee c. Stakeholder Relationship
Committee
The Board decides the terms of reference for these companies. Minutes of meetings of
the Committees are placed before the Board for information. The details as to the
composition, terms of reference, number of meetings and related attendance, etc. of these
Committees are provided in detail, in the Corporate Governance Report which forms a part
of this Annual Report.
15. MEETINGS OF BOARD AND COMMITTEES:
During the year under review, the Board met Six (6) times i.e. on 18th June,
2021, 29th June, 2021, 13th August, 2021, 12th November,
2021, 10th February, 2022, 21th February, 2022,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.
In addition to the above during the year under review the Non-Executive Independent
Directors of the Company met on 29th March, 2022, without the attendance of
Executive and Non- Independent Directors and the members of the Management. During the
said meeting, the following points were discussed:
Performance of Non-Independent Directors and the Board as a whole
Performance of the Chairperson of the Company, considering the views of Executive
Directors and Non-Executive Directors
? Assessment of the quality, quantity and timeliness of flow of information between the
company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties
16. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 16(10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 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, Stakeholders Relationship Committees.
17. MANAGEMENT DISCUSSION AND ANALYSIS
A Management Discussion and Analysis on the business and operations of the company
forming part of this report is given as a separate section of the annual report.
18. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors here by confirms:
(i) in the preparation of the annual financial statements for the year ended March 31,
2022, the applicable accounting standards had been followed along with proper explanation
relating to material departures, if any;
(ii) 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 Lossof the company for that period.
(iii) 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.
(iv) The 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.
19. COST AUDITOR:
The provisions of Cost Audit as prescribed under section 148 of the Act, are not
applicable to the Company.
20. AUDITORS:
Statutory Auditor:
At the Annual General Meeting (AGM) held on 28thSeptember, 2018, 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 2023. In
terms of the provision of Section 139of 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 2021-22. The
Secretarial Audit Report (MR-3) is annexed herewith as Annexure-A.
21. AUDITORS REPORT:
Statutory Auditor
The notes on financial statements referred to in the Auditors Report are self -
explanatory and do not call for any other comments. The Auditor s Report does not contain
any qualifications, reservations or adverse remarks.
Secretarial Auditor
The following qualifications were observed by the Secretarial Auditor in their Report
to which the Board has shared the following explanations: The Company has made sincere
efforts to appoint the CFO as per defined KMP. The candidates were interviewed but nobody
has accepted the offer. However, considering the size and business of the Company the
executive director is taking care of the financial functions.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013.
23. 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.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under review, the Company has not entered into contracts or
arrangements with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013. Form AOC-2 as required under sub-section
(3) of section 134 of the Companies Act, 2013 is enclosed vide "Annexure-B"
25. SUBSIDIARIES:
Since the Company has no subsidiaries, provisions of section 134(3) (q) of the
Companies Act, 2013 read with Rule 8(5)(iv) of Cost (Accounts) Rules, 2014are not
applicable.
26. 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.
27. 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).
28. AMOUNT TRANSFER TO RESERVES:
During the year under review the Company has incurred losses and therefore no profit
has been transferred to Reserves pursuant to the provisions of section 134(3) (j) of the
Companies Act, 2013.
29. CORPORATE GOVERNANCE:
In terms of Clause 15(2)(a) of SEBI(LODR) Regulations, 2015 the compliance with the
Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to
(i) of sub regulation (2) of Regulation 46 and para-C, D and E of schedule V are not
applicable to the Company. However, the Company has been observing best corporate
governance practices and is committed to adhere to the Corporate Governance requirements
on-going basis.
30. ANNUAL RETURN:
The Annual Return for the year ended 31stMarch, 2022 in form MGT 7
isavailable on the company s website http://www.ibinfotech.net.in/
31. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of section 134 (3)(o) and 135(1) of the Companies Act, 2013 read with
Rule 8 of Companies (CSR) Rules is not applicable to the Company as it is not falling
under the criteria mentioned in the Act.
32 . RISK MANAGEMENT POLICY
The Company follows a proactive risk management policy, aimed at protecting its assets
and employees which at the same time ensuring growth and continuity of its business.
Further, regular updates are made available to the Board at the Board meeting and in
special cases on ad-hoc basis.
33. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated persons of the Company,
as per SEBI (Prohibition of Insider Trading) Regulations, 2015.
34. CASH FLOW STATEMENT:
In conformity with the Accounting Standard 3 issued by the Institute of Chartered
Accountants of India and the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Cash Flow Statement for the year ended March 31, 2022
is annexed to the accounts.
35. 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.
36. 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.
37. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review there were no Foreign Exchange transactions.
38. 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.
39. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil mechanism and Whistle blower policy (WBP) to deal with the
instance of fraud and mismanagement, if any; The Whistle Blower Policy is discussed in the
report of Corporate Governance.
40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of your Company and its future operations.
41. 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.
42. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of Sexual Harassment of Women at Workplace (Prevention,
Prohibition &Redressal) Act, 2013 ( Act ) and Rules made there under, no complaints
have been received on Sexual harassment for the financial year ending 31stMarch
2022. The Company is committed to providing a safe and conducive work environment.
43. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023to
the BSE where the
Company s Shares are listed.
44. SECRETARIAL STANDARDS ISSUED BY ICSI:
The Company is in compliance with all the applicable Secretarial Standards as specified
by the Institute of Company Secretaries of India (ICSI).
45. INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs (MCA) on 16th February 2015, notified that Indian
Accounting Standards (Ind AS) are applicable to certain classes of Companies from 1st
April, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous
Indian GAAP prescribed under Section 133 of the Companies Act, 2013 ("the Act")
read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the
Company from 1st April, 2017.
46. RISKS AND CONCERNS:
In today s challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the company are imperative. The main risks
inter alia include strategic risk, operational risk, financial risk and compliances &
legal risk.
47. DISCLAIMER:
Certain statement in the management discussion and analysis may be forward looking
within the meaning of applicable securities laws and regulations and actual results may
differ materially from those expressed or implied. Factors that would make differences to
Company s operations include competition, price realization, changes in government
policies and regulations, tax regimes, economic development and other incidental factors.
48. ACKNOWLDEGEMENTS:
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/- |
Sd/- |
| Rita Singh |
Jasmin Parekh |
| DIN: 01988709 |
DIN: 06507112 |
| Whole. Time. Director |
Director |
| Place: Mumbai |
|
| Date: 02nd August, 2022 |
|
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