| The Directors have pleasure in submitting their Report and Accounts for
the year ended on 31st March, 2015
(Rs. in Lacs)
2014-2015 2013-2014
Net Sales / Income from operations 10.95 5.04
Other income 0.00 0.00
Total Expenses 10.95 5.01
Interest 0.00 0.00
Profit / Loss after Interest
but before depreciation & Taxation 0.12 0.06
Depreciation 0.05 0.03
Provision for Taxation 0.05 0.01
Net Profit/Loss 0.02 0.02
Profit/ (Loss) B/F. (48.58) (48.58)
Profit available for Appropriation
Balance C/F to Balance Sheet (48.56) (48.58)
RESERVES
The General Reserve at the end of the year stands at (43.55) lakhs.
TRANSFER TO RESERVES
An amount of (0.02) lakhs is proposed to be carried to the reserves
during the year ended 31st March, 2015.
DIVIDEND:
In view of insufficient profits, the Directors do not recommend any
dividend for this year.
SALES:
The net turnover for the year under review amounted to Rs. 10,95,000/-
as compared to Rs. 5,04,000/- last year,
OPERATIONS:
The operations of the company have been increasing now and Directors
are hopeful of better result in the coming year barring unforeseen
circumstances.
FIXED DEPOSITS
The Company has no public deposits as of date and will not accept any
deposits without prior approval of the Statutory Authorities concerned.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013. The details of
the investments made by company is given in the notes to the financial
statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Ashwin Chaudhary retires by rotation and being eligible offers
himself for re-appointment.
A declaration by Mr. Dalpat Anjaria, Independent Director of the
Company under Section 149(6)/(7) of the Companies Act, 2013 was
received by the Company.
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, the information on the particulars of the Directors proposed
for appointment/ re-appointment has been given in the Notice of the
Annual General Meeting.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Appointment & 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.
MEETINGS
During the year four Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
DELISTING FROM AHMEDABAD STOCK EXCHANGE
The company got its Equity share capital delisted from Ahmedabad Stock
Exchange (ASE), as on March 31 2015. Shareholders will no longer be
able to trade the shares on ASE. However the Equity shares continue to
remain listed on BSE ( Mumbai Stock Exchange). The information is
provided as required under Rule 7 (d) of SEBI (Delisting of Equity
Shares). Regulations. 2009
DIRECTOR'S RESPONSIBILITY STATEMENT:
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of section 134(3)(c) read with section
134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the
listing agreement with Stock Exchanges in the preparation of the annual
accounts for the year ended on March 31,2015 and state that:
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii. the Directors 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 period;
iii. the Directors have 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 have prepared the annual accounts on a going concern
basis;
v. the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
vi. there is a proper system to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively.
AUDITORS' REPORT
M/s. N.K. Jalan & co. Chartered Accountants, Mumbai, were appointed at
the last annual general meeting for a period of three years upto the
annual general meeting of the shareholders of the company to be held in
the calendar year 2017 subject to the ratification of their appointment
at each annual general meeting. The Company has received a letter from
them to the effect that their appointment, if made, would be within the
provision prescribed under Section 139 of the Companies Act, 2013. Your
Directors recommend their re- appointment. Auditors Report and Accounts
are annexed herewith as "Annexure A"
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure C"
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
wim interest of the company at large.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Code has been
placed on the Company's website www.Ecominfotech.biz The Code lays down
the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their
business dealings and in particular on matters relating to integrity in
the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to the high standards of Corporate Governance
and stakeholder responsibility. The Company has established a vigil
mechanism to be known as the 'Whistle Blower Policy' for its Directors
and employees, to report instances of unethical behaviour, actual or
suspected, fraud or violation of the Company's Code of Conduct. The aim
of the policy is to provide adequate safeguards against victimization
of whistle blower who avails of the mechanism and also provide direct
access to the Chairman of the Audit Committee, in appropriate or
exceptional cases,
Accordingly, 'Whistle Blower Policy' has been formulated with a view to
provide a mechanism for the Directors and employees of the Company to
approach the Ethics Counsellor or the Chairman of the Audit Committee
of the Company. The purpose of this policy is to provide a framework to
promote responsible and secure whistle blowing. It protects employees
willing to raise a concern about serious irregularities within the
Company.
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 employees of the Company. The Code requires pre-
clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
INFORMATION PURSUANT TO SECTION 134ffl OF THE COMPANIES ACT. 2013
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the Company Secretary in
advance,
The prescribed particulars of Conservation of Energy, Technology
Absorption do not apply to your Company. There are no foreign exchange
earnings & outgo during the year under report.
ACCOUNTS & AUDITOR'S REPORT
The observation made by the Auditors in their report has been duly
Clarified / explained in the relevant notes forming part of the Annual
Accounts which are self-explanatory.
REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance is attached to this Report.
For and on Behalf of the
Board of Directors. For and on Behalf of the
Board of Directors.
Sd- sd/-
MANAGING DIRECTOR DIRECTOR
Ashwin Chaudhary Priya Chaudhary
Place: Mumbai
Date : 01/09/2015
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