IB Infotech Enterprises Ltd Directors Report.

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, 2020.

1. FINANCIAL RESULTS:

(Amount in Rs)
Particulars 31-03-2020 31-03-2019
Total Income including other income 3,93,469 4,50,013
Depreciation 0 0
Total Expenditure (10,53,645) (12,07,154)
Profit/(Loss) before Tax (9,77,676) (7,57,141)
Provision for Tax 0 0
Profit/(Loss) after Tax (9,77,676) (7,57,141)
Prior Period Adjustments 0 0
Balance Brought Forward
Security Premium 37,85,500 37,85,500
Surplus in the Profit& Loss Account (94,77,392) (87,20,250)
Add : Profit/(loss) for the year (9,77,676) (7,57,142)
Balance carried to Balance Sheet (66,69,568) (56,91,892)

2. COVID-19 UPDATES

As the world at large and our country continues to grapple with the Covid-19 pandemic the Companys first and foremost objective has been to protect the health and safety of the staff at the office of the Company.

The Company has ensured that it strictly follows the directives issued by the Government of India/State Governments and has adopted several measures to ensure the safety and well-being of all its employees, including providing IT infrastructure and connectivity to enable them to work from home. The Company has taken several precautionary measures, which will remain in force till the pandemic is over.

3. PERFORMANCE & RESULTS:

During the year under review the Company has incurred losses of Rs. 9,77,676/- as against a loss of Rs. 7,57,142/- in the previous year.

4. OPERATIONS AND FUTURE PLANS:

The Company during the year under review could not conduct any business activity due to the unfavourable market conditions and lack of sufficient funds.

5. CHANGES IN THE NATURE OF BUSINESS, IFANY:

There has been no material change in the nature of business during the period under review.

6. DIVIDEND:

In view of the Accumulated Loss as stated above, the Board of Directors regrets their inability to recommended payment of any dividend for the year under review.

7. 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.

8. 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 R. 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.

9. KEY MANAGERIAL PERSONNEL:

During the year under review the Company has appointed Mr. Pratik Gangurde was appointed as CFO w.e.f 1st April, 2019. Mr. Pratik Gangurde has resigned as Chief Financial Officer of the Company and in his place on 10th December, 2019 Mukesh Jadhav has been appointed as Chief Financial Officer of the Company.

10. 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.

11. 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. MEETINGS OF BOARD AND COMMITTEES:

During the year under review, the Board met Six (6) times i.e. on 1st April, 2019, 30th May, 2019, 13th August, 2019, 14th November, 2019, 10th December, 2019 and 14th February, 2020. 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 February 14, 2020, 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

14. 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 Committees.

15. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

(i) in the preparation of the annual financial statements for the year ended March 31, 2020, 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 Loss of 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.

16. AUDITORS:

Statutory Auditor:

At the Annual General Meeting (AGM) held on 28th September, 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 139 of the Companies Act, 2013. In this regards, the Company has received a certificate from the auditors confirming to the effect that if they are re-appointed, it would be in accordance with provisions of Section 141 of 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 2019-20. The Secretarial Audit Report (e-form MR-3) is annexed herewith as Annexure-A.

17. 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 Auditors Report does not contain any qualifications, reservations or adverse remarks.

Secretarial Auditor

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Company is incompliance with the Secretarial Standards specified by the Institute of Company Secretaries of India.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

No Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given by the Company during the year under review.

19. 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.

20. 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.

21. 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, 2014 are not applicable.

22. 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.

23. 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).

24. 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.

25. 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 on-going basis.

25. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure -B

26. 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.

27. 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.

28. 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.

29. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review there were no Foreign Exchange transactions.

30. 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.

31. 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.

32. 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.

33. 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.

34. 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 review: During the year under review, there were no cases filed or reported pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2020-2021 to the BSE where the Companys Shares are listed.

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
W.T. Director Director
Place: Mumbai
Date: 21st August, 2020