International Data Management Ltd DIRECTORS' REPORT To the Members The Board of Directors of the Company presents herewith the Thirty Eighth Annual Report together with the Audited Accounts of the Company for the Accounting year ended 30th June, 2015 i.e. from April 1, 2014 to June 30, 2015. STATE OF COMPANY'S AFFAIRS During the year under review loss of Rs. 13.C5 Lacs has been reported by the company as against the loss of Rs. 0.80 Lacs for the previous year. No business could be undertaken due to paucity of working capital and other business constraints. In view of the losses incurred during the accounting year 2014-15, No amount was transferred to reserves. DIVIDEND In view of the loss for the year under review as well as past accumulated losses, your directors express their inability to recommend dividend. EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of die Annual Return in Form MOT 9 as per provisions of Companies Act. 2013 and rules thereto is annexed to this report [Annexure 1]. MEETING OF THE BOARD The Board met Seven times during the Accounting Year 2014-15, the details of which are given below: 29-May-2014 7-Aug-2014 l-Oct-2014 12-Nov-2014 13-Feb-2015 31-Mar-2015 14-May-2015 DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 134(5) of the Companies Act, 2013, Your Directors confirm that; (i) In the preparation of die Annual Accounts for die financial year ended at 30th June, 2015; the applicable accounting standards have been followed along with proper explanation relating to material departure (if any); (ii) Appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at June 30, 2015 and of the loss of the Company for the said period; (iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting of fraud and order irregularities; (iv) In view of expected future business, the annual accounts for the accounting year ended on 30th June, 2015 have been prepared on a going concern basis; (v) The internal financial controls were followed by the Company and that internal financial controls are adequate and were operating effectively; and (vi) Proper systems were devised to ensure compliance with the provision of all applicable laws and the systems were adequate and operating effectively. INDEPENDENT DIRECTORS DECLARATION The Company has received the necessary declaration from each ID in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. COMPENSATION POLICY FOR BOARD AND SENIOR MANAGEMENT Based on the recommendations of die Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that: a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the qualify required to run the Company successfully; b. relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and c. Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The Remuneration Policy for Directors, KMP and other employees is annexed to this report [Annexure 2]. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The Company has not made any loans, given guarantees and investments made during the year attracting the provisions under Section 186 of the Companies Act, 2013. RELATED PARTY TRANSACTIONS During the accounting year under review, the company has not entered into any contract or arrangement with any related party attracting the provisions of Section 188 of the Companies Act, 2013, Further, there have been no materially significant related party transactions between the Company and the Directors, the management, the associate or the relatives except for those disclosed in the financial statements. MATERIAL CHANGES AND COMMITMENTS During the year under review, there was no material changes and commitments except the financial year of the Company was extended for a period of three months i.e. upto June 30, 2015, that affects the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statement relates and to the date of the report. CORPORATE SOCIAL RESPONSIBILITY The Company doesn't satisfy any criteria envisaged under the Companies Act, 2013 requiring it to comply with Section 135 and rules made thereunder. Therefore, the Company has neither constituted CSR Committee nor have any profits lo spend towards social responsibility. DIRECTORS AND KEY MANAGERIAL PERSONNEL I. Change during the year: Tlie details about change in the directors or key managerial personnel by way of appointment, resignation or by change in designation are given below: A. During the year, Mr. Neelesh Agarwal who was appointed as Director of the Company resigned from his office w.e.f. March 31, 2015. B. Company has appointed Mr. P.S.Ravishankar and Mr. Suresh Chand Sharma as Independent Directors in terms of section 149 of the Companies Act,2013. The Board places before the members Directors w.e.f. 31st March, 2015 for a period of five years to comply with the provisions for approval of their appointment The Board has received declaration from all the Independent Directors that they meet the criteria of independence prescribed under Companies Act, 2013. C. Ms. Rita Gupta has been appointed as Women Director in terms of Section 149 of the Companies Act, 2013, who shall hold office till the conclusion of forthcoming Annual General Meeting and being eligible offers herself for re-appointment. D. Mr. Sunil Kumar Shrivastava and Mr. Sashi Sekhar Mishrawere appointed as Additional Director w.e.f 31st March, 2015, who shall hold office till the conclusion of forthcoming Annual General Meeting and being eligible offers themselves for re-appointment. E. Mr. Kuldeep Singh Pathania was appointed as Chief Financial Officer of the Company w.e.f 31st March, 2015. F. Mr-. Sashi Sekhar Mishra was appointed as Manager w.e.f March 31, 2015. The Board do recommend to confirm his appointment in the ensuing Annual General Meeting. II. Formal Annual Evaluation pursuant to provisions of the companies Act, 2013 the Board has carried out an evaluation' of its own performance, the Directors individually and the evaluation of the working of its Audit, nomination & Remuneration committees. COMMITTEES OF BOARD A. Audit Committee: Our Audit Committee was constituted on March 31, 2015. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. B. Nomination and Remuneration Committee: Our Nomination & Remuneration Committee was constituted on March 31, 2015. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to recommend suggestions to the Board of Directors pertaining to die Remuneration Policy for Directors, KMP and all other employees of the Company. The Committee met once since the date of its constitution on 13th May, 2015. As of the date of this report, die Committee is comprised of: C. Stakeholder Relationship Committee Our Stakeholder Relationship Committee was constituted on March 31, 2015. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to consider and resolve the grievances of Security Holders of die Company. D. Vigil Mechanism The Board at its meeting held on March 31, 2015, approved the Vigil Mechanism that provides a formal mechanism for all Directors, employees and vendors of the Company to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company's Code of Conduct or Ethics Policy. The Vigil mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of die Codes of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism Policy for Directors and employees is annexed to this report [Annexure 3]. AUDITORS AND AUDITORS' REPORT Statutory Auditors The Auditors of die Company, M/s S.D. Chopra & Associates (FRN - 003789N), Chartered Accountants; who has been appointed (ill 40th AGM and who have confirmed (heir eligibility and willingness, shall be ratified at the ensuing Annual General Meeting. As per the provisions of the Companies Act, 2013 read with die Companies (Audit and Auditors Rules), 2014, it is proposed to re-appoint M/s. S.D, Chopra & Associates (FRN - 0Q3789N), Chartered Accountants, as the auditors of the Company to hold the office from the conclusion of ensuing Annual General Meeting until the conclusion of 40th Annual General Meeting of the Company. The Auditors' Report with notes to accounts are self-explanatory and, therefore, do not call for further comments. The Audit Report does not contain any qualification, reservation or adverse remarks. Secretarial Auditor The Board has appointed M/s Siddiqui & Associates, Practicing Company Secretaries, to conduct the secretarial audit for the Accounting year 2014-15 i.e. from 1st April, 2014 to 30th June, 2015. The Secretarial Audit report is annexed herewith marked as Annexure 4 to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO As there has been no business activities in the company during the year under review, the information required under Section 134 of the Companies Act.2013 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 is NIL and hence not provided. PARTICULARS OF EMPLOYEES During the year under review, there are no employees in the Company. Therefore, Section 134 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 does not apply. MANAGERIAL REMUNERATION During die year under review, no managerial remuneration was paid. PUBLIC DEPOSITS Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date. ACKNOWLEDGMENT The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company during the year under review, By order of the Board For and on behalf of Board of Directors Simil Kumar Shrivastava Director DIN : 00259961 Address : 12, Aakrti Apparment, LP. Extn, Patparganj, Delhl-110092 Sashi Sekhar Mishra Director & Manager DIN:03072330 Address : H-126, Kilokari Jang Pura, Delhi-110014 |