The Members,
Your Directors have pleasure in presenting the 31st Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2016.
1. FINANCIAL HIGHLIGHTS:
Particulars | Standalone |
Consolidated (consolidated with Associates) | |
(Amount in Lakhs) |
(Amount in Lakhs) | ||
Year ended 31.03.2016 | Year ended 31.03.2015 | Year ended 31.03.2016 | |
Revenue from operations & other income | 1301.57 | 364.63 | |
Profit before finance cost, Depreciation, Extraordinary items and Tax | 1213.95 | 274.08 | |
Less: Finance cost | 1.46 | 3.79 | |
Less: Depreciation | 8.28 | 6.67 | |
Profit before Tax | 1204.21 | 263.62 | |
Provision for Taxation/MAT Credit/Deferred Tax | 1.64 | 16.13 | |
Net Profit after Taxation | 1202.57 | 247.48 | - |
Balance brought forward from Previous Year | 4201.87 | 3954.39 | - |
Balance Carried Forward | 5404.41 | 4201.87 | - |
Profit after tax before share loss of associate | - | - | 1202.57 |
Share in loss of associate for the year | - | - | 0.041 |
Profit for the year attributable to shareholders of the Company | - | - | 1202.53 |
2. DIVIDEND:
Your Directors do not recommend any dividend for the year ended 31st March 2016 with a view to conserve the resources for future.
3. transfer of unclaimed dividend to investor education and protection fund:
The provision of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.
4. STATE OF AFFAIRS OF THE COMPANY:
Revenues - Standalone:
During the year ended 31st March, 2016, your Company has earned total revenue aggregating to Rs. 1301.57Lakhs. After providing for Depreciation and Finance Cost, the Company has registered a profit before tax Rs. 1204.21Lakhs. After making provision for tax in respect of current year and MAT and deferred tax, the profit after tax of Rs. 1202.57 Lakhs has been carried to the Balance sheet.
Revenues - Consolidated:
The Company has consolidated the financial statement of its associate company in accordance with Accounting Standard 23 "Accounting for Investments in Associates in Consolidated Financial Statements" by using "Equity Method."
During the year on consolidation, after considering share of loss in associate profit for the year attributable to the shareholder of the Company is 1202.53 Lakhs.
By virtue of the exemption given by MCA through the notification issued on 14th October, 2014, the consolidated financial statement in respect of associates companies for the financial year 2014-15 was not applicable & hence financial year 2015 - 16 being the first year for preparation of its consolidated financial statement, therefore figures for the previous year have not been presented.
5. TRANSFER TO RESERVE:
Your Company has not transferred anything to reserve during the year under review.
6. NATURE OF BUSINESS OF THE COMPANY:
There has been no change in the nature of business of the Company.
7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:
Arkaya Commercial Private Limited is an associate of the company. None of the Companies have become or ceased to be Companys subsidiary and joint ventures. Pursuant to Section 129 (3) of the Companies Act, 2013 read with the Rules (5) of the Companies Accounts Rules, 2014 the salient feature of Financial Statement of Associates in Form AOC 1 is attached as "Annexure 1" which forms part of this report.
Financial Highlights of Associates:
(Standalone figures)
Particulars | Arkaya Commercial Private Limited |
Year ended 31.03.2016 | |
Revenue from operations & other Income | 00.00 |
Profit before Tax | (0.09) |
Net Profit after Taxation | (0.09) |
EPS - Basic | (0.36) |
-Diluted | (0.36) |
8. DIRECTORS & KEY MANAGERIAL PERSONNEL:
a) Directors
Your Company has 4 (Four) directors, consisting of 2 (Two) Independent Director, 2(Two) Non-Executive Director as on 31st March, 2016.
b) Women Director
In terms of the provision of Section 149 of the Companies Act, 2013 a company shall have at least one women director on the board of the company. Your Company has appointed Smt. Manisha Parikh on 18th December, 2014.
c) Appointment / Resignation of Directors
Pursuant to Section 152 of the Companies Act, 2013 Smt. Manisha Parikh is due to retire at the ensuing Annual General Meeting and is eligible for reappointment.
Shri. Ashok Rupani was appointed as an Additional Independent Director of the Company w.e.f. 11th August, 2016 pursuant to Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), The Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force) read with the Articles of Association of the Company. Shri. Ashok Rupani will hold office till the ensuing Annual General Meeting. The Company has received the notice under section 160 of Companies Act, 2013 from the member of the company proposing his candidature for the office of Director of the company. Shri. Ashish Mohta has resigned from the directorship of the Company with effect from 11th August, 2016. The Board placed on record his appreciation of the enormous contribution made by him during his tenure as Director of the Company.
A brief profile of Directors proposed to be reappointed is given in the notes to the Notice of the ensuing Annual General Meeting. The Company has devised a policy on directors appointment and remuneration including criteria for deeming qualification, independence of director and other matter provided under sub section (3) of Section 178 of Companies Act, 2013. Such Nomination & Remuneration policy devised by the company can be accessed on the website of the Company - http://www.aronicommercials.com/policies/NOMINATION%20AND%20 REMUNERATION%20POLICY-ACL.pdf
d) Declaration by Independent Directors
Declaration have been received from all the Independent Directors affirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.
None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of the Companies Act, 2013.
e) Familiarization programme for independent Directors
As per the requirement of Regulation 25 (7) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, during the year under review, one programme was conducted for familiarization of independent directors. The details of such programme can be viewed on the website of the company at http://www.aronicommercials. com/id/Details_of_Familiarisation_Programme_ARONI-15.12.15.pdf
f) Number of meetings of the Board
Regular meetings of the board are held to discuss and decide on various business policies, strategies and other business decisions.
The Board met 8 (Eight) times during the FY 2015 - 2016 viz. 27th May, 2015, 30th June, 2015, 12th August, 2015, 05th November, 2015, 01st December, 2015, 22nd January, 2016, 10th February, 2016 and 24th February, 2016. Additionally several committee meetings were held during the year including Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee, Committee of Independent Director and Risk Management Committee.
g) Committees of the Board
The Company has several committees which has been established as a part of good Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws.
Company has following Committees of the Board:
Audit Committee
Nomination & Remuneration Committee
Stakeholder Relationship Committee
Risk Management Committee
h) Key Managerial Personnel
Pursuant to the provision of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the company are as follows:
Sr. No. Name | Designation |
1 Avani Jani1 | Company Secretary & Compliance Officer |
2 Shreya Dhende2 | Company Secretary & Compliance Officer |
3 Nirav Shah | CEO |
4 Anoop Chaturvedi | CFO |
1. Ms. Avani Jani resigned from the post of Company Secretary w.e.f. 30.06.2015
2. Smt. Shreya Dhende was appointed as Company Secretary & Compliance Officer w.e.f. 27.07.2015.
9. directors responsibility statement:
Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors states that:
a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) that 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 as at 31st March, 2016 and of the profit and loss of the Company for the year ended on that date;
c) that the Directors have taken proper and sufficient care 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 fraud and other irregularities;
d) that the directors had prepared the annual accounts on a going concern basis.
e) that 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;
f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
10. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2015-16, the Company has not received any complaints on sexual harassment and no complaint is remain pending as on 31st March, 2016. The policy on prevention, prohibition and redressal of sexual harassment at work place can be accessed on the website of the Company - http://www.aronicommercials.com/policies/ Policy%20On%20Prevention%20of%20Sexual%20Harassment.pdf
11. insurance
Your Company has adequately insured all its properties against the risk of accidents like fire, earthquakes etc.
12. LISTING AGREEMENT:
The Securities and Exchange Board of India (SEBI), on 2nd September, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from 1st December, 2015.
Accordingly all the listed entities were required to enter into the Listing Agreement within six months of the effective date.
The company entered into Listing Agreement with BSE Ltd during February, 2016.
13. CORPORATE GOVERNANCE:
Pursuant to Regulation 34 (3) V E of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, a separate Report on Corporate Governance and a certificate from M/s. Nishant Jawasa & Associates, Company Secretaries in practice confirming the compliance with the conditions of Corporate Governance are annexed.
14. MANGEMENTS DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 (2) (e) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, a Management Discussion and Analysis Report is annexed to this Report.
15. AUDITORS:
It is proposed to re-appoint M/s Lalit Mehta Associates, Chartered Accountants, the Statutory Auditors of the Company, retires at the ensuing Annual General Meeting.
In terms of Section 139 of the Companies Act, 2013 the members are requested to appoint Auditors for the current year. The Auditors have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Regulation 33 (1) (d) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the Auditors have also confirmed that they hold valid certificate issued by Peer Review Board of the Institute of Chartered Accountants of India.
The Board on the recommendation of the Audit Committee has proposed the re-appointment of M/s. Lalit Mehta Associates as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of next AGM at such remuneration to be decided by the Board of Directors in consultation with the said Auditors 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.
16. SECRETARIAL AUDITOR:
Pursuant to the provision of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s Nishant Jawasa and Associates, Practicing Company Secretary, to undertake the secretarial audit of the Company. Report of the Secretarial Auditor is annexed to this Report as "Annexure 2".
17. PUBLIC DEPOSITS:
The Company has not accepted any deposits from public.
18. conservation of energy, technology absorption and foreign exchange earnings and outgo:
A] Conservation of Energy and Technology Absorption:
i) The step taken or impacts on conversation of energy - The operation of your Company are not energy intensive.
However, adequate measures have been initiated for conservation of energy.
ii) The steps taken by the Company for utilizing alternative sources of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when necessity arises.
iii) The capital investment on energy conservation equipments - NIL
B] Foreign Exchange Earnings & Outgo:
PARTICULARS | 2015-2016 | 2014-2015 |
Foreign Exchange Earning | Nil | Nil |
Foreign Exchange Outgo | Nil | Nil |
19. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
Details of Guarantees and Investment covered under the provision of Section 186 of the Companies Act, 2013, are given in the Notes to the Financial Statement. The company has not given any loan neither guarantee during the year under review.
20. EXTRACT OF ANNUAL RETURN:
The details forming part of extract of the Annual Return in form MGT-9 as required under Section 92 of the Companies Act, 2013, reads with the Rule 12 of the Companies (Management and Administration) Rules, 2014 is included in this report as "Annexure-3" this Report.
21. RISK MANAGEMENT:
Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise wide risk management framework and (b) Overseeing that all the risk that the organization faces have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee. The Company manages monitors and reports on the principal risk and uncertainties that can impact its ability to achieve its objective.
22. INTERNAL FINANCIAL CONTROLS:
The Company has a proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use andthe disposition and transactions are authorized, recorded and reported correctly.
Internal control systems are supplemented by internal audit review, coupled with guidelines and procedures updated from time to time by the management. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
Report on the Internal Financial Controls under clause (i) of Sub-section 3 of Section 143 of the Companies Act,2013 ("the Act") forms part of this Annual Report as Annexure-A to the Auditors Report.
23. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has a whistle Blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company http://www.aronicommercials.com/policies/latest%20whistle-blower-policy. pdf .
24. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprises of Shri. Hatim Harianawala Chairman, Shri. Ashok Rupani and Shri.V. V. Sureshkumar members. The Committee has laid down the Companys Policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attribute, independence of a Director and other related matters.
Pursuant to Section 134 (3) (e) and Section 178 of the Companies Act, 2013, the Companys policy on Directors appointment and remuneration has been posted on the website of the Company http://www.aronicommercials.com/ policies/NOMINATION%20AND%20REMUNERATION%20POLICY-ACL.pdf.
25. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, the Board, based on recommendations of the Nomination and Remuneration Committee, has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and that of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company and related matters and familiarization programmes attended by Independent Directors are put up on the website of the Company http://www.aronicommercials.com/id/Details_of_Familiarisation_Programme_ARONI-15.12.15.pdf.
26. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is included in this report as "Annexure-4"
The Policy on materiality of related party transactionsand dealing with related party transactions as approvedby the Board may be accessed on the Companys websiteat http://www.aronicommercials.com/policies/RPT%20Policy.pdf
27. POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All such policies which are applicable to the company are available on our website(http:// www.aronicommercials.com/Policies-Code.asp). The policies are reviewed by the Board and updated based on need and new compliance requirements.
The policies adopted by the company along with their web links are as follows:
Sr. No. Name of the policy | Web link |
1 Document Retention and Archival Policy | httD://www.aronicommercials.com/Dolicies/Document-Retention-and Archival- Policy Aroni.pdf |
2 Policy for determination of Materiality | httD://www.aronicommercials.com/Dolicies/Policv-for-Determination-of- Materiality Aroni.pdf |
3 Policy on prevention of sexual harassment | httD://www.aronicommercials.com/Dolicies/Policy%20On%20Prevention%20of%20 Sexual%20Harassment.pdf |
4 Whistle Blower Policy | httD://www.aronicommercials.com/Dolicies/latest%20whistle-blower-Dolicy.Ddf |
5 Nomination & Remuneration Policy | httD://www.aronicommercials.com/Dolicies/NOMINATION%20AND%20 REMUNERATION%20POLICY-ACL.pdf |
28. MATERIAL CHANGES AND COMMITMENTS:
The material changes and commitment affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report are as follows:
Voluntary Delisting of Shares:
The Company has voluntarily delisted its shares from The Calcutta Stock Exchange of India Limited with effect from 16th March, 2016.
Scheme of Amalgamation:
The Company has passed the resolution on 9th April, 2016 for approving the scheme of amalgamation of Aroni Commercials Limited with Saraswati Commercial (India) Limited with effect from 1st April, 2015. Company has received no observation letter from BSE on 13th July, 2016 regarding the Scheme of Amalgamation. Company is in the process of making an application with Honble Bombay High Court for summon for direction.
Corporate Social Responsibility
On 31st March, 2016 the Net Profit of the company was more than Rs. 5 crores (Five crores), i.e. Rs. 120,256,955. Therefore pursuant to Section 135 of the Companies Act, 2013, the Board, is in the process of forming Corporate Social Responsibility (CSR) Committee consisting of three Directors out of which one will be Independent Director. The company will take initiatives for the CSR activities in the year 2016-2017.
29. PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Act and the Rules made there-under, in respect of the employees of the company
a) The ratio of the remuneration of each director to the median remuneration of the employee of the company for the financial year: NA
No remuneration is been paid to the Directors of the company.
b) The percentage of increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer or Manager if any, in the financial year-
Name of the Person | % of increase |
Nirav Shah (CEO) | 13.59 |
Anoop Chaturvedi (CFO) | 6.95 |
Avani Jani1 (CS) | NA |
Shreya Dhende2 (CS) | NA |
1. Ms. Avani Jani resigned from the post of Company Secretary w.e.f. 30.06.2015
2. Smt. Shreya Dhende was appointed as a Company Secretary & Compliance Officer w.e.f. 27.07.2015.
c) The percentage increase in the median remuneration of employees in the financial year is 40.55%.
d) The number of permanent employees on the rolls of company as on 31.03.2016 are 6 (Six).
e) 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 point out if there are any exceptional circumstances for increase in the managerial remuneration.
The average increase in salaries of employees other than managerial personnel in 2014-15 was 14.76%. Percentage increase in the managerial remuneration for the year was 11.95%.
(Note: Figures are calculated based on salary of employees who have worked with the company through out the two financial year)
f) Affirmation that the remuneration is as per the remuneration policy of the Company:
The Companys remuneration policy is driven by the success and performance of the individual employees and the Company. Through the compensation package, the Company endeavor to attract, retain develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process, The Company affirms remuneration is as per the remuneration policy of the company.
j) Details Pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 readwith Rule 5(2) and (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,2014 and forming part of the directors report for the year ended 31st March, 2016.
As required under Rule 5 (2) none of the employees were in receipt of remuneration of not less than 1 Crore and 2 Lakh rupees p.a. or employed for a part of the financial year were in receipt of remuneration of not less than 8 Lakh and Fifty Thousand p.m.
Details of top ten employees in terms of remuneration drawn as per Rule 5 (2) are as follows:
Name and Age of the employee and % of equity shares held | Designation of employee | Qualifications | Date of Comencement of Employment | Gross remunera tion received (Per annum) | Other Terms & Conditions | Nature of employment, whether contractual or otherwise | Nature of duties of the employees | The last employment held by such employee before joining the company. | Relationship with other Directors |
Shri. Nirav Shah | CEO | B.com, CFA | 01.05.2014 | 23,13,105 | Appointment letter | Not Contractual | Looks after Investment | Antique Stock Broking Limited | No such relation exists. |
Shri. K. S. Premanand | Sec. to Directors | Under Graduate | 17.05.1990 | 7,65,856 | Appointment letter | Not Contractual | Secretarial work & Administration | Winro Commercial (India) Ltd. | No such relation exists. |
Shri. Anoop Chaturvedi | CFO | B.Com | 02.08.2011 | 7,15,399 | Appointment letter | Not Contractual | Looks after accounts | Chaturverdi & Shah Associates | No such relation exists. |
Smt. Shreya Dhende | Company Secretary | B.com, ACS, Post Graduation Diploma in IPR | 27.07.2015 | 4,98,580 | Appointment letter | Not Contractual | Looks after compliances | JIK Industries Limited | No such relation exists. |
Shri. Gajendra Pawar | Admin Manager | Under Graduate | 18.01.1995 | 4,22,571 | Appointment letter | Not Contractual | Looks after Admin work | No such relation exists. | |
Shri. Madhukar Waghe | Back Office Assistant | Under Graduate | 10.12.1993 | 2,84,754 | Appointment letter | Not Contractual | Looks after back office work | No such relation exists. | |
Ms.Avani Jani | Company Secretary | BLS, ACS, LLB | 23.02.2012 | 2,13,299 | Appointment letter | Not Contractual | Looks after secretarial compliances | Pramod Shah & Associates | No such relation exists. |
Ms. Urja Karia | Trainee - CS | B.com, CS | 21.07.2014 | 1,15,104 | Appointment letter | Not Contractual | Looks after secretarial compliances | No such relation exists. |
30. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under the review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of share (including sweat equity shares) to employees of the Company under any scheme.
4. Company does not have any subsidiary and hence none of the Directors of the company receives any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
31. ACKNOWLEDGEMENTS:
Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Banks and Statutory Authorities. Your Directors express their deep appreciation to the Companys employees at all levels for their unstinted efforts and valuable contributions during the year.
By order of the Board of Directors | |
sd/- | |
V. V Suresh Kumar | |
chairman | |
DIN:00053859 | |
Place: Mumbai | |
Dated: 11th August, 2016 |
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