ID Info Business Services Ltd Directors Report.

To the Members,

The Directors hereby submit their Board Report of the Company together with the Audited Statements of Accounts for the year ended 31st of March 2020.

1. FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous years figures is given hereunder:

Particulars 31/03/2020 31/03/2019
(Rs. in Lakhs) (Rs. in Lakhs)
Profit before tax 1.53 (5.56)
Current tax expense 0.30 0
Deferred tax expense 0 0
Profit/Loss for the period from continuing operations 1.23 (5.56)
Profit/Loss from discontinuing operations 0 0
Tax expense of discontinuing operations 0 0
Profit/Loss from discontinuing operations (after tax) 1.23 (5.56)
Profit/Loss transferred/adjusted to General Reserve 0 0
Basic earnings per equity share 0 0
Diluted earnings per equity share 0 0

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

a. Profit: The Company earned profit of Rs. 1,23,230/-for the Financial Year Ending 31st March, 2020. b. Sales : The Companies Turnover is Rs. 32,45,629/- for the Financial Year Ending 31st March, 2020. c. Marketing and Market Environment: The Company is facing challenging general economic and competitive scenarios. d. Future Prospects including constraints affecting due to Government policies: To take adequate steps to increase the customer base and look at alternate strategies so as to be ready to capture the revival in industry.

3. DIVIDEND

No Dividend was declared for the current financial year due to inadequate Profits.

4. THE CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in business of the Company during the period under review.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF

THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT.

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of the report.

6. CONSERVATION OF ENERGY, TECHNOLOGY OBSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

Foreign Exchange Earnings : NA
Foreign Exchange outgo : NA
Energy Absorption : NA

A. the steps taken or impact on conservation of energy: NA

B. the steps taken by the Company for utilizing alternate source of energy: NA

C. the Capital investment on energy conservation equipments: NA

Technology Absorption: NA

A. the efforts made towards technology absorption: NA

B. the benefits derived like product improvement, cost reduction, product development or import substitution: NA

C. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA a) the details of technology imported: NA b) the year of import: NA c) whether the technology been fully absorbed: NA d) the expenditure incurred on Research and Development: NA

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

POLICY OF THE COMPANY

The Company has a Risk Management Policy however the elements of risk threatening the Companys existence are very minimal.

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE

SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF

THE COMPANIES ACT, 2013

There loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review from part of the Notes to Financial Statements provided in the Annual Report.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contracts or arrangements made with related parties pursuant to Section 188 of the Companies Act, 2013, during the year under review.

11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

However, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Sandeep P. Parekh & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure B".

The qualifications, reservations or adverse remarks made by the Practicing Company Secretary in their respective reports are as under:

The Company has not appointed Internal Auditor under Section 138 of the Companies Act, 2013.

The turnover of company is not sufficient to meet the requirements specified under Section 203 of the companies Act, 2013. Further, due to non-operation in our business activity, Company is not in position to comply with this requirement even if company wishes to comply.

Hence companies economic conditions are not favorable to its current market position due to which it is not able to appoint Internal Auditor, but the Company would be appointing the same in future and follow adequate requirements of the Companies Act, 2013.

12. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration and evaluation criteria for performance of Independent Directors.

13. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure A and attached to this Report

14. NUMBER OF BOARD MEETINGS & COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW.

The Company had 6 Board meetings during the financial year under review.

Date of Board Meeting Directors Strength Directors Present
• Krishnan Kannan • Krishnan Kannan
• Himanshu Lohiya • Himanshu Lohiya
• Sushil Ratanlal Morarka • Sushil Ratanlal Morarka
28.05.2019
• Abhishek Sushil Morarka • Abhishek Sushil Morarka
• Chitrapavai Kannan • Chitrapavai Kannan
• Pravin Vallabhdas Rajdev • Pravin Vallabhdas Rajdev
• Krishnan Kannan • Krishnan Kannan
• Himanshu Lohiya • Himanshu Lohiya
• Sushil Ratanlal Morarka • Sushil Ratanlal Morarka
04.07.2019
• Abhishek Sushil Morarka • Abhishek Sushil Morarka
• Chitrapavai Kannan • Chitrapavai Kannan
• Pravin Vallabhdas Rajdev • Pravin Vallabhdas Rajdev
• Krishnan Kannan • Krishnan Kannan
14.08.2019 • Himanshu Lohiya • Himanshu Lohiya
• Sushil Ratanlal Morarka • Sushil Ratanlal Morarka
• Abhishek Sushil Morarka • Abhishek Sushil Morarka
• Chitrapavai Kannan • Chitrapavai Kannan
• Pravin Vallabhdas Rajdev • Pravin Vallabhdas Rajdev
• Krishnan Kannan • Krishnan Kannan
• Himanshu Lohiya • Himanshu Lohiya
• Sushil Ratanlal Morarka • Sushil Ratanlal Morarka
14.11.2019
• Abhishek Sushil Morarka • Abhishek Sushil Morarka
• Chitrapavai Kannan • Chitrapavai Kannan
• Pravin Vallabhdas Rajdev • Pravin Vallabhdas Rajdev
• Krishnan Kannan • Krishnan Kannan
14.02.2020
• Chitrapavai Kannan • Chitrapavai Kannan
• Himanshu Lohiya • Himanshu Lohiya
• Pravin Vallabhdas Rajdev • Pravin Vallabhdas Rajdev
• Krishnan Kannan • Krishnan Kannan
16.03.2020
• Chitrapavai Kannan • Chitrapavai Kannan
• Himanshu Lohiya • Himanshu Lohiya
• Pravin Vallabhdas Rajdev • Pravin Vallabhdas Rajde

Necessary disclosures regarding composition of the Board, category, attendance of Directors at the Board Meetings and last Annual General Meeting, number of other Directorship and other Committee Memberships are given below:

Name of Directors Category No. of Board Meetings No. of Directorships held in other Attendance at last AGM No. of Committee positions held in other Companies
attended Companies Chairman of Committee Member of Committee
Mr. Kannan Krishnan Naiker Managing Director 6 5 Yes 0 0
Mr. Himanshu Lohiya Non- Executive Independent Director 6 5 Yes 0 0
Mr. Sushil Ratanlal Morarka* Executive Director 4 5 Yes 0 0
Mr. Abhishek Sushil Morarka* Executive Director 4 6 Yes 0 0
Mr. Chitrapavai Kannan Executive Director 6 1 Yes 0 0
Mr. Pravin Vallabhdas Rajdev Non- Executive Independent Director 6 2 Yes 0 0

* Resigned as Director w.e.f. 14.11.2019

NUMBER OF AUDIT COMMITTEE MEETINGS & DETAILS OF THE COMPOSITION OF THE COMMITTEE AND ATTENDANCE OF THE MEMBERS

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Date of Audit Committee Meeting Members Strength Members Present
• Himanshu Lohiya • Himanshu Lohiya
14.02.2020 • Pravin Rajdev • Pravin Rajdev
• Chitrapavai Kannan • Chitrapavai Kannan
Name of Director No. of Committee Meetings Held No. of Committee Meetings Attended
Mr. Himanshu Lohiya- Chairman & Independent, Non- Executive Director 1 1
Mr. Pravin Rajdev - - Member & Independent Director 1 1
Mrs. Chitrapavai Kannan - Member & Independent Non-Executive Director 1 1

The Audit Committee meetings were attended by the Non-Executive Chairman, the Managing Director and the Executive Director & Chief Financial Officer. The representatives of the Statutory Auditors were also invited to the meeting.

NOMINATION AND REMUNERATION COMMITTEE

During the financial year one meeting was held on 14/02/2020.

Details of attendance of the members at the meetings are given below:

Name of Director No. of Committee Meetings Held No. of Committee Meetings Attended
Mr. Himanshu Lohiya- Chairman & Independent, Non- Executive Director 1 1
Mr. Pravin Rajdev - - Member & Independent Director 1 1
Mrs. Chitrapavai Kannan - Member & Independent Non-Executive Director 1 1

SHAREHOLDER RELATIONSHIP COMMITTEE

During the financial year one meeting was held on 14/02/2020.

Details of attendance of the members at the meetings are given below:

Name of Director No. of Committee Meetings Held No. of Committee Meetings Attended
Mr. Himanshu Lohiya- Chairman & Independent, Non- Executive Director 1 1
Mr. Pravin Rajdev - - Member & Independent Director 1 1
Mrs. Chitrapavai Kannan - Member & Independent Non- Executive Director 1 1

RISK MANAGEMENT COMMITTEE

During the financial year one meeting was held on 14/02/2020. Details of attendance of the members at the meetings are given below:

Name of Director No. of Committee Meetings Held No. of Committee Meetings Attended
Mr. Himanshu Lohiya- Chairman & Independent, Non- Executive Director 1 1
Mr. Pravin Rajdev - - Member & Independent Director 1 1
Mrs. Chitrapavai Kannan - Member & Independent Non-Executive Director 1 1

15. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

Pursuant to Section 177 of the companies Act, 2013 the Audit committee was formed, the said committee consist of 3 (Three) Independent Directors, which are as follows:

Mr. Himanshu Lohiya- Chairman & Independent, Non-Executive Director Mr. Pravin Rajdev - - Member & Independent Director Mrs. Chitrapavai Kannan - Member & Independent Non-Executive Director

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to raise any concern about the Companys operations and working environment, including possible breaches of Companys policies and standards or values or any laws within the country or elsewhere, without fear of adverse managerial action being taken against such employees.

16. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. 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 and loss of the company for that period;

c. 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;

d. the directors had prepared the annual accounts on a going concern basis; and

e. 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.

f. internal financial controls to be followed by the company had been laid down and that such internal financial controls are adequate and were operating effectively.

g. the directors have complied with the provisions of applicable Secretarial standards.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Ventures / Associate Companie

18. DIRECTORS & KMP

Sr. No Name of Director Type of Change Designation Date of Change
1 Krishnan Kannan Re-appointment Managing Executive Director (KMP), Promoter Chairman 14.11.2019
2 Sushil Morarka Resignation as Director Director 14.11.2019
3 Abhishek Morarka Resignation as Director Resignation as Director 14.11.2019
4 Abhishek Morarka Appointment CFO (KMP) 14.11.2019
5 Himanshu Lohiya Appointment Independent NED Director 14.11.2019
6 Pravin Rajdev Appointment Independent NED Director 14.11.2019
7 CS Disha Patel Appointment Company Secretary 04.07.2019
8 CS Disha Patel Resignation Company Secretary 13.03.2020

Following were the changes in the Board of Directors & KMP of the Company during the year.

Mr. Krishnan Kannan retire by rotation in the ensuing Annual General Meeting and is eligible for reappointment.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

20. DECLARATION OF INDEPENDENT DIRECTORS

The Company has complied with the criteria as per the provisions of Section 149 (6) Companies Act, 2013 for Independent Directors.

21. STATUTORY AUDITORS

M/s. Vishnu Agarwal & Associates having Firm Registration Number: 134443W, have been appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting held on 30/09/2015 and their tenure is completed. M/s.N.K.Mittal & Associates, Chartered Accountants, Mumbai having Firm Registration No. 0113281W are proposed to be appointed in the ensuing Annual General Meeting of the Company.

22. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any shares during the year under review. b. SWEAT EQUITY

The Company has not issued any Sweat Equity shares during the year under review. c. BONUS SHARES

No Bonus Shares were issued during the year under review. d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option scheme to the employees. e. DEMATERIALISATION

The shares of the Company were in physical form and CDSL and NSDL has admitted for depository services. The ISIN no is: INE088P01015.

23. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulation, the Audit, Nomination & Remuneration and other Committees were not formed by the Company. So, the Boards performance for the current year cannot be assessed.

24. PARTICULARS OF EMPLOYEES

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 Report and Financial Statements 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 the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

25. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

26. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The Company is having an adequate internal financial control policy.

27. 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 Committee (IC) has been set up to redress complain ts 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 financial year ended 31stMarch, 2020:

• No. of complaints received: NIL

• No. of complaints disposed off: NIL

28. STATE OF COMPANYS AFFAIRS

The Company is presently inactive in its operations.

29. THE CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in business of the Company during the period under review.

30. CORPORATE GOVERNANCE

The Companys Paid up Capital and Networth do not exceed the prescribed limits as on the Financial year 2019-2020 and the provisions of corporate governance as specified in Regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V of the SEBI (LODR) Regulation, 2015 is not applicable on the Company.

31. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report which forms a part of this report.

32. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.