ib infotech enterprises ltd Directors report

2. PERFORMANCE & RESULTS:

During the period under review, the Company has seen growth. FY 23 was not disrupted by the pandemic unlike FY22. Accordingly, the Company has made a profit of Rs. 73.71 lakhs in FY 23 as compared to losses of Rs.11.91 lakhs incurred in FY22.

3. STATE OF COMPANYS AFFAIRS:

Your Companys total income during the year under review was Rs. 300.46 lacs as compared to Rs. 2.22 lacs in the previous year. The Profit after tax was Rs. 73.71 Lakhs as compared to loss of Rs. (11.91) lacs in the previous year.

4. CHANGES IN THE NATURE OF BUSINESS, IFANY:

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

5. DIVIDEND:

Considering the Companys financial performance, growth plans and related funding requirements, the Board of Directors have recommended a dividend of Re. 0.50/- per equity share (5%) on face value of Re. 10/- each for the financial year ended 31st March, 2023. No amount is proposed to be transferred to the reserves.

6. 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.

7. DIRECTORS:

A. Directors

1. On the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held on 09th December, 2022, appointed Mr. Mukesh Purohit (DIN: 09791097) as an Additional Director on the Board of the Company in the category of Nonexecutive & Independent Director to hold office for a term of 5 (five) consecutive years

from December 09, 2022, subject to approval of the shareholders. Mr. Mukesh Purohit will hold office as an Additional Director upto the ensuing Annual General Meeting (AGM) and thereafter, subject to the approval of the members at the said AGM, as a NonExecutive Independent Director, not liable by rotation.

Further, Mr. Rajkumar Singh (DIN: 00174963) was appointed as Additional NonExecutive director by the Board at its meeting held on December 09, 2022 to hold office upto the conclusion of ensuing Annual General Meeting.

Further also, Mr. Bavel Rajkumar Singh (DIN: 06989817) was appointed as Additional Non-Executive director by the Board at its meeting held on December 09, 2022 to hold office upto the conclusion of ensuing Annual General Meeting.

The Board recommends appointment of Mr. Mukesh Purohit, Mr. Rajkumar Singh and Mr. Bavel Rajkumar Singh for the consideration of the Members of the Company at the forthcoming AGM. The relevant details including profile of the Directors are included separately in the notice of AGM.

Ms. Preeti Sheth, Director of the Company resigned w.e.f. 14^th March, 2023.

2. In accordance with the provisions of section 152 of the Act and the Articles of Association, Mr. Jasmin Parekh (DIN: 06507112), non-executive director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

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.

B. Key Managerial Personnel:

During the year under review, there has been following changes in Key Managerial Personnel:

a. Mr. Nitin Kumar Singh appointed as Chief Financial Officer of the Company w.e.f 28th March, 2023;

b. Ms. Saloni Sadalge resigned as Company Secretary of the Company w.e.f. 28th March, 2023 and

c. Mr. Jitesh Rathod appointed as Company Secretary of the Company w.e.f 24th May, 2023.

8. REMUNERATION TO DIRECTORS:

During the year under review, the Company has not paid any remuneration to any of the Directors of the Company.

9. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES:

During the year under review, no remuneration has been paid to any of the directors, and hence the ratio of remuneration of each Director to the median of the employees has not been calculated.

10. NOMINATION & 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 uploaded on the web-site of the Company www.ibinfotech.net.in.

11. 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.

12. DISLOSURE OF FRAUDS REPORTED UNDER SECTION 143 OF COMPANIES ACT,2013:

During the year under review, the directors of the company do not observe any contract, arrangement and transaction which could result in a fraud; the director hereby ensure that the company has not been encountered with any fraud or fraudulent activity during the financial year 2022-2023.

13. COMMITTEES OF BOARD:

As on March 31^st, 2023, the Company has following Statutory Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder Relationship Committee

The Board decides the terms of reference for these committees. Minutes of meetings of the Committees are placed before the Board for information.

Audit Committee

Pursuant to the provisions of section 177 of the Companies Act, 2013 an Audit Committee comprises of 3 Directors as members and two-third of whom being Independent Directors. Mr. Manish Sheth was appointed as Chairman of Audit Committee. During the year, there were in total 6(Six)Audit Committee Meetings were held on 30^th May, 2022, 02^nd August, 2022, 11^th August, 2022, 10^th November, 2022, 09^th February, 2023 and 28^th March 2023.

The Audit Committee comprises of the following Directors:

Nomination and Remuneration Committee:

Nomination and Remuneration Committee comprises of 3 (Three) Members all of whom shall be Non-Executive Director and fifty percent of directors shall be Independent Directors, the Composition as on 31^st March, 2023 is as under:

During the year two (02) meetings were held on 09^th December, 2022 and 28^th March, 2023.

CRITERIA FOR EVALUATION OF PERFORMANCE:

The Nomination and Remuneration Committee has laid down the criteria for evaluation of performance of Independent Directors and the Board.

1. Attendance and contribution at Board and Committee meetings

2. His/her stature, appropriate mix of expertise, skills, behaviour, experience, leadership qualities, sense of sobriety and understanding of business, strategic direction to align companys value and standards.

3. His/her knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk management, assessment and mitigation, business operations, processes and Corporate Governance.

4. His/her ability to create a performance culture that drives value creation and a high quality of debate with robust and probing discussions.

5. Effective decisions making ability to respond positively and constructively to implement the same to encourage more transparency.

6. Open channels of communication with executive management and other colleague on Board to maintain high standards of integrity and probity.

7. Recognize the role which he/she is expected to play, internal Board Relationships to make decisions objectively and collectively in the best interest of the Company to achieve organizational successes and harmonizing the Board.

8. Quality of decision making on source of raw material/procurement of roughs, export marketing, understanding financial statements and business performance, raising of finance, best source of finance, working capital requirement, Forex dealings, geopolitics, human resources etc.

9. His/her contribution to enhance overall brand image of the Company.

PERFORMANCE EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board of Directors. The criteria for performance evaluation encompass the following areas relevant to their functioning as independent directors, member of Board or Committees of the Board.

• Attendance to the Board and Committee meetings, and active participation thereof.

• Flow of information to the Board.

• Experience and competencies, performance of specific duties and obligations.

• How their performance is reflected in the overall engagement of the Board and its Committees with the Company

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of 3 (Three) Members, at least one of whom shall be Independent Director.

During the year, one Shareholders/Investors Grievance Committee meeting was held on 09^th December. The composition of the Shareholders/Investors Grievance Committee as on 31^st March, 2023 is as under:

14. MEETINGS OF BOARD:

During the year under review, seven (7) meetings of the Board were held. The said meetings were held on 30th May, 2022, 02^nd August, 2022, 11th August, 2022, 10th November, 2022, 09th December, 2022, 09th February, 2023 and 28^th March 2023 and the maximum time gap between two Board Meetings did not exceed 120 days.

In addition to the above during the year under review the Non-Executive Independent Directors of the Company met on 28^th March, 2023, 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

• Assessment of the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties

15. 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, 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, Stakeholders Relationship Committees.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

A Management Discussion and Analysis on the business and operations of the company forming part of this report is given as a separate section of the Annual Report.

17. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

(i) in the preparation of the annual financial statements for the year ended March 31, 2023, 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 Profit/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.

18. COST AUDITOR:

The provisions of Cost Audit as prescribed under section 148 of the Act, are not applicable to the Company.

19. AUDITORS:

Statutory Auditor:

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 27th July, 2023 appointed M/s Laxmi Tripti & Associates, Chartered Accountants as the Statutory Auditors of the Company under section 139 of the Companies Act, 2013 for a period of 5 years from the conclusion of the ensuing 36th AGM till the conclusion of 41st AGM to be held in the year 2028 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

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 had appointed Mr. Harshvardhan Tarkas, (ACS No. 30701, COP NO. 24169) Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report (MR-3) is annexed herewith as Annexure-A.

20. AUDITORS REPORT:

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.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of Loans, Guarantees and Investments covered under provisions of section 186 of the Act, if any, are given in the notes to the Financial Statements.

22. 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.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year, all contracts / arrangements / transactions entered by the Company with Related parties were in Ordinary Course of the Business and on Arms Length basis.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is Annexed as Annexure B. The members may also refer Note. 19 to the Financial Statements which sets out Related Party disclosures pursuant to Ind AS. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

Since the Company has no subsidiaries, provisions of section 134(3)(q) of the Companies Act, 2013 are not applicable.

24. 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.

25. 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).

26. 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.

27. ANNUAL RETURN:

The Annual Return for the year ended 31^stMarch, 2023 in form MGT-7 is available on the companys website http://www.ibinfotech.net.in/

28. 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.

29. 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.

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 persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

In conformity with the Accounting Standard - 3 issued by the Institute of Chartered Accountants of India and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Cash Flow Statement for the year ended March 31, 2023 is annexed to the accounts.

32. ISSUE OF SHARES:

The Company during the year under review has not issued any Equity Shares nor did it buyback any of its shares.

33. 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.

34. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

35. 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.

36. 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.

37. 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.

38. 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.

39. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 (Act) and Rules made thereunder, no complaints have been received on Sexual harassment for the financial year ending 31^stMarch 2023. The Company is committed to providing a safe and conducive work environment.

40. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to the BSE where the Companys Shares are listed.

41. SECRETARIAL STANDARDS ISSUED BY ICSI:

The Company is in compliance with all the applicable Secretarial Standards as specified by the Institute of Company Secretaries of India (ICSI).

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the company are imperative. The main risks inter alia include strategic risk, operational risk, financial risk and compliances & legal risk.

Certain statement in the management discussion and analysis may be forward looking within the meaning of applicable securities laws and regulations and actual results may differ materially from those expressed or implied. Factors that would make differences to Companys operations include competition, price realization, changes in government policies and regulations, tax regimes, economic development and other incidental factors.

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 cooperation extended by them.