Indo City Infotech Ltd Directors Report.

To, The Members of Indo-City Infotech Limited,

Your Directors have pleasure in presenting the Twenty Fifth Annual Report and Audited Financial Statement of the Company for the year ended 31st March, 2017.

I. FINANCIAL RESULTS:

Financial results of the Company during the year vis-a-vis previous year are as follows:-

(Rupees)
2016-17 2015-16
PROFIT BEFORE TAX 4,18,541 3,62,680
Add/(Less): Provision for Tax (2,55,719) (1,88,122)
Total 1,62,822 1,74,558
Add.: Amount Brought Forward 91,68,759 89,94,201
Less.: Transfer to Reserve (32,564) Nil
Balance Carried to Balance Sheet 92,99,017 91,68,759

II. TRANSFER TO RESERVE:

Company has transferred an amount of Rs.32,564/- to reserve fund as per section 45-IC (1) of Reserve Bank of India Act, 1934 during the year.

III. DIVIDEND :

To conserve the resources, your directors express their inability to recommend any dividend for the year under review.

IV. PERFORMANCE:

Total income of the company during the year under review was Rs. 2,18,46,688/- as against Rs. 61,69,691/- for the previous year and the profit after tax for the year stood at Rs. 1,62,822/- as against Rs. 1,74,558/-for the previous year.

V. FUTURE OUTLOOK:

Your Company is planning to expand its existing business as well as other projects and requisite steps are being taken to fructify the same. Your directors foresee bright future and higher earnings in the coming years.

VI. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

Mrs. Shashi Aneel Jain, Director who retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Mr. Pratik Mewada was appointed as Company Secretary and Compliance Officer on 13th June, 2016 and thereafter resigned on 12th January, 2017 therefore Mr. Akash Anchan was appointed as Company Secretary and Compliance Officer W.e.f 12th January, 2017.

VII. LISTING:

The Equity shares of the Company continue to be listed at the Bombay Stock Exchange Limited (BSE). The Company has paid the requisite listing fees to the said stock exchange for the financial year 2016-17.

VIII. REPORT ON CORPORATE GOVERNANCE:

Your company has been proactive in following the principle and practice of good corporate governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Regulation 27(2) (a) of the Listing Regulations of the Stock Exchanges are complied with.

A separate statement on corporate governance is annexed as a part of the Annual Report along with the Auditors certificate on its compliance. A report in the form of Management Discussion and Analysis.

Pursuant to Regulation 27(2) (a) of the Listing Regulations, as a part of this report is as a part of the Annual Report.

IX. STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. S.K. PATODIA & ASSOCIATES, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Twenty Second Annual General Meeting (AGM) of the Company held on September 29, 2014 till the conclusion of the twenty Sixth Annual

General Meeting (AGM) to be held in the year 2018, subject to ratification of their appointment at every Annual General Meeting.

In view of the above, the existing appointment of M/s. S.K. PATODIA & ASSOCIATES, Chartered Accountants, Mumbai, covering the period from the conclusion of this ensuing AGM until the conclusion of the next AGM, is being placed for members ratification.

X. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has a Vigil Mechanism/Whistle Blower Policy for your Directors and employees to safeguard against victimisation of persons who use vigil mechanism/Whistle Blower Policy to report their genuine concerns.

XI. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

XII. RESERVE BANK OF INDIA GUIDELINES FOR NBFCs:

The Company has observed all the prudential norms prescribed by Reserve Bank of India.

XIII. PARTICULARS OF EMPLOYEES:

As per provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company, as the Company have not employed any employee whose salary exceeds Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month during the financial year ending 31st March, 2017.

XIV. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE 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 to the extent applicable is annexed herewith as "ANNEXURE I"

XV. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)-(c) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, your Directors, based on their knowledge and belief and the information and explanations obtained and confirm that:

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 or 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 irregularities;

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

e. 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

f. 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.

XVI. MEETINGS OF BOARD OF DIRECTORS:

During the year, 9 (Nine) meetings of the Board of Directors of the Company and 4 (four) meetings of the Audit Committee of the Board were convened and held. The details of date of meetings and the attendance of each director at the Board Meetings and Committees are provided in the Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

XVII. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement wherever applicable.

XVIII. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. VMR & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit for the year ended 31st March, 2017 is annexed herewith "ANNEXURE II" and forming part of the report.

XIX. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return in MGT 9 is annexed herewith "ANNEXURE III" and forming part of the report.

XX. DECLARATION OF INDEPENDENT DIRECTORS:

Pursuant to section 134(3) (d) of the Companies Act, 2013, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

XXI. DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories, Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

XXII. ELECTRONIC VOTING:

Your Company has entered into an agreement with NSDL for providing facility of remote e-voting to its shareholders for casting their vote electronically in the ensuing Annual General Meeting.

XXIIII. BOARD PERFORMANCE EVALUATION:

Pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Schedule IV thereto and in terms of Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has set up a policy for the performance evaluation of all Directors ,The Board of Directors has put in place a process to formally evaluate the effectiveness of the Board, its Committees along with performance evaluation of each Director to be carried out on an annual basis. Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out during the financial year 2016-17.

Performance of each of your Directors is evaluated on the basis of several factors by the entire Board excluding the Director being evaluated. Your Company has also set up Performance Evaluation Policy for its Independent Directors and Executive Directors inter-alia which includes independent view on Key appointments and strategy formulation, safeguard of stakeholders interest, raising concerns, if any to the Board, updation of skills and knowledge, strategic planning for finance and business related, operational performance level of the Company, qualification and leadership skills. The Board of Directors of your Company discusses and analyses its own performance on an annual basis, together with suggestion for improvements thereon based on the performance objectives set for the Board as a whole. The Board approved the evaluation results.

XXIV. AUDIT COMMITTEE:

In accordance with the provisions of the Listing Regulations and Corporate Governance, the Company has constituted an Audit Committee comprising of Independent Directors. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of audit committee and other details are provided in the Report on Corporate Governance.

XXV. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, your Company has constituted Internal Complaints Committees (ICC). During the year, no complaints with allegations of sexual harassment have been received by Internal Complaints Committees.

XXVI. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / 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 your Company is furnished hereunder:

Sr. No Name Designation Remuneration paid for the Financial Year 2016-17
(Amount in Rs.)
1. Mr. Aneel Banwari Jain Managing Director 9,30,000/-
2. Mrs. Shashi Jain Non-Executive Director -
3. Mr. Ramesh Chandra Pusola Chief Financial Officer 3,77,195/-
4. Mr. Pratik Mewada
(w.e.f. 13/06/2016 till 12/01/2017) Company Secretary 1,81,114/-
5. Mr. Akash Anchan (w.e.f. 12/01/2017) Company Secretary 60,590/-

1. A brief write up on the Human Resource Department and initiatives taken during the year 2016-17

The Human Resources department of your Company has effectively tried to partner the business in the year under review to register good growth in line with the Companys targets. Through structured Human Resource processes your Company has been able to attract and retain the right talent at all levels.

The Company has been in constant process of maintaining a great and pleasant Place to Work where employees trust the Company they work for, take pride in what they do and enjoy the company of the people they work with. The Company strongly believes that an engaged workforce is critical in achieving its business goals and building a sustainable organization. Under this initiative, over the last one year your Company did considerable work around Rewards & Recognition, Training & Development, Compensation & Benefits and Work Life Balance. A positive work environment, employee driven initiatives and exciting career prospects have helped keep attrition under control, inspite of aggressive external market factors.

2. The Percentage increase in remuneration of all Executive Directors, Chief Financial Officer and Company Secretary were as under:

Name Designation Increase
Mr. Aneel Banwari Jain Managing Director -
Mr. Ramesh Chandra Pusola Chief Financial Officer 4.80
Mr. Pratik Mewada (from 13/06/2016 till 12/01/2017) Company Secretary -
Mr.Akash Anchan ( W.e.f. 12/01/2017 Company Secretary -

3. Your Company considered the following factors while recommending increase in the remuneration.

1. Financial performance of the Company.

2. Sales growth of your Company during the year under review.

3. Salary Benchmarking against peer companies.

4. Industry benchmarks.

4. There are no employees of your Company who receive remuneration in excess of the highest paid Director of the Company.

XXVII. INTERNAL FINANCIAL CONTROLS:

Your Company has put in place adequate internal financial controls with reference to the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companys policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

XXVIII. SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES:

The Company has associate company further, a separate statement containing the silent features of the Financial statement of associate of the company has been disclosed in the prescribed form AOC-1 is annexed herewith "ANNEXURE IV" and forming part of the report and the Company does not have any subsidiary and joint venture companies.

XXIX. RELATED PARTY TRANSACTIONS:

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. All Related Party Transactions are placed before the Audit Committee for approval. Information on transactions with related parties pursuant to section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are disclosed in Note No. 25 attached to and forming part of the Accounts and in "ANNEXURE V" in Form AOC-2 and the same forms are part of this report.

XXX. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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

XXXI. RISK MANAGEMENT POLICY:

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board:

1. To ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management and;

2. To establish a framework for the Companys risk management process and to ensure its implementation;

3. To enable compliance with appropriate regulations, wherever applicable;

4. To assure business growth with financial stability.

XXXII. CORPORATE SOCIAL RESPONSIBILITY:

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

XXXIIII. ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation and acknowledgement with gratitude for the support and assistance extended to the Company by the Bankers, Shareholders and Customers. Your Directors place on record their deep sense of appreciation for the devoted service of the executive and staff at all levels of the Company.

By Order of the Board
For Indo-City Infotech Limited
Place : Mumbai (Aneel Jain)
Dated : 11th August, 2017 Chairman & Managing Director
DIN: 00030742