| To the members,
The 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.
Financial Highlights
The performance of your Company for the financial year under review is
summarized below:
(Rs. in Lakhs)
Particulars 2014-2015 2013-2014
Revenue from Operations & Other Income 423.42 381.39
Profit before exceptional and extraordinary
items and tax 142.83 137.40
Less: Exceptional Items - -
Profit before extraordinary items and tax 142.83 137.40
Less: Extraordinary items - -
Profit before Tax 142.83 137.40
Less: Tax expense (Net) 40.00 38.00
Profit for the period 102.83 99.40
Proposed Dividend (including Dividend
Distribution Tax) 50.18 48.78
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.
During the year, the Company has appointed following persons as Key
Managerial personnel:
Sr.
No. Name of the person Designation Date of
Appointment
1. Mrs. Suelve Khandelwal Executive Director 01.04.2015
2. Mr. Nilesh Mohite Manager 15.09.2014
3. Mrs. Roshan D'Souza Chief Financial Officer 30.09.2014
4. Ms. Reena Yadav Company Secretary 13.08.2014
Details of Board meetings
During the year, the Board of Directors met 6 times, details of which
are provided in the Corporate Governance report.
Committees of the Board
The details of the various committees of the board and their
composition as on March 31, 2015 are as under:
Name of Director(s) Audit Stakeholder Nomination & Risk
Committee Relationship Remuneration Manage
ment
Committee Committee Commi
ttee
Mr. Nimis Savailal Seth Chairman Chairman Chairman Chairman
Mr. Gautam P.
Khandelwal Member Member Member Member
Mr. Ajay Kumar Swarup Member Member Member -
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 Non- Executive
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:
Sr. Name of
Director/ Remuneration % increase in Ratio of Comparison of
No. KMP and
Designation of Director/
KMP Remuneration remuner
ation the
Remuneration
for
financial in the
financial of each
Director/ of the KMP
year 2014-15 year 2014-15 to median against the
(Rs. In Lacs) remunera
tion of perfor
mance of
employees the Company
1. Mr. Gautam
Khandelwal NIL Not Applicable ** Not
Applicable
Chairman
and Non
Executive
Director
2. Mr. Arnold
John Allen NIL Not Applicable ** Not
Applicable
*Non-
Executive
Director
3. Mr. Nimis
Sheth NIL Not Applicable ** Not
Applicable
Independent
Director
4. Mr. Ajay
Kumar
Swarup NIL Not Applicable ** Not
Applicable
Independent
Director
5. Mr. Nilesh
Mohite*** 4.33 Not Applicable Not
Applicable
Manager PAT increased
by 3.45%
6. Mrs.
Roshan
Dsouza*** 2.50 Not Applicable Not
Applicable during the
Chief
Financial
Officer financial
year
7. Ms. Reena
Yadav*** 2.39 Not Applicable Not
Applicable 2014-15.
Company
Secretary
and
Compliance
Officer
* Mr. Arnold John Allen has resigned on January 29, 2015
** The Company has not paid any remuneration to any directors of the
company, as such it is not comparable. Further no sitting fees has been
paid to any directors during the year.
*** As Mr. Nilesh Mohite, Mrs. Roshan D'souza and Ms. Reena Yadav were
appointed as a KMP only for a part of the financial year 2014-15 i.e.
w.e.f. 15.09.2015, 30.09.2015 and 13.08.015 respectively, thus said
information is not comparable.
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.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-2015.
Sr.
No. No. of Complaint received No. of Complaints disposed off
1 Nil N.A.
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
Place: Mumbai Chairman
Date: May 28, 2015 DIN NO. (00270717) |