International Data Management Ltd Directors Report.

To the Members

International Data Management Limited

The Board of Directors of the Company presents herewith the 44thAnnual Report together with the Audited Accounts of the Company for period ended 31st March, 2021.

1. FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company are as follows:

(Rs. in Lacs)
Particulars Financial Year Ended March 31, 2021 Financial Year Ended March 31, 2020
Total Income 0 0
Total Expenses 8.91 17.22
Profit/ (Loss) (8.91) (17.22)
Depreciation 0 0
Profit/ (Loss) Before finance Cost (8.91) (17.21)
Finance Cost 0 (0.01)
Profit/ (Loss) Before Exceptional Items (8.91) (17.22)
Exceptional items 0 0
Profit/ (Loss) Before Tax (8.91) (17.22)
Tax Expense 0 0
Profit/ (Loss) After Tax (8.91) (17.22)

2. STATE OF COMPANYS AFFAIRS

During the year under review loss of Rs. 8.91 Lacs has been reported by the company as against the loss of Rs. 17.22 Lacs for the previous year.

No business could be undertaken due to paucity of working capital and other business constraints.

3. DIVIDEND

In view of the loss incurred during the year under review and past accumulated losses, the Board of Directors of the Company does not recommend any dividend for the financial year ended March 31,2021.

4. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of Companies Act, 2013 and rules thereto is annexed to this report [Annexure 1].

5. MEETINGS OF THE BOARD

The Board met 6 (Six) times during the Financial Year 202021, the details of which are given below:

21-April-2020 29-June-2020 10-August-2020
10-Nov-2020 16-Dec-2020 11-Feb-2021

Further, the gap between two meetings did not exceed one hundred and twenty days.

The following table gives the attendance record of the Board Meetings:

Name of the Director No. of Board Meetings held No. of Board Meetings attended
Mr. Sunil K Shrivastava 6 6
Mr. Sashi Sekhar Mishra 6 6
Ms. Rita Gupta 6 6
Mr. P S Ravishankar 6 3
Mr. Suresh Chand Sharma 6 6

6. ASSOCIATE COMPANY

The Company is an Associate Company of M/s HCL Corporation Private Limited under Section 2(6) of the Companies Act, 2013.

7. SHARE CAPITAL:

There was no change in the share capital of the company during the year.

a. Issue of equity shares with differential rights - NIL

b. Issue of sweat equity shares - NIL

c. Issue of employee stock option - NIL

d. Provision of moneys by company for purchase of its own shares - NIL

8. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i. In the preparation of the Annual Accounts for the financial year ended at 31st March, 2021; the applicable accounting standards have been followed along with proper explanation relating to material departure (if any);

ii. Appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2021 and of the Loss of the Company for the said period;

iii. Proper and sufficient care has been taken 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;

iv. In view of expected future business, the annual accounts for the financial year ended on 31* March, 2021 have been prepared on a going concern basis;

v. The internal financial controls were followed by the Company and that internal financial controls are adequate and were operating effectively; and

vi. Proper systems were devised to ensure compliance with the provision of all applicable laws and the systems were adequate and operating effectively.

9. SECRETARIAL STANDARD

The Company complies with all applicable secretarial standards.

10. INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

11. MANAGEMENTS DISCUSSION AND ANAYLSIS

In terms of the provision of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 201 5, the managements discussion and analysis is not applicable on the Company. Since the Company is not having any operations the information as required is not provided.

12. CORPORATE GOVERNANCE REPORT

We wish to inform the members that in terms of Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Corporate Governance is not applicable to Companies having paid up equity share capital not exceeding Rs. 10 crore and Net Worth not exceeding Rs. 25 crores, as on the last day of the previous financial year. The Company does not fulfil any of the criterias as mentioned above and hence are not required to comply with the Corporate Governance provisions envisaged under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

13. COMPENSATION POLICY FOR BOARD AND SENIOR MANAGEMENT

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that:

a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b) relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The Remuneration Policy for Directors, KMP and other employees is annexed to this report [Annexure 2].

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any loans, given guarantees and investments during the year attracting the provisions of Section 186 of the Companies Act, 2013.

15. RELATED PARTY TRANSACTIONS

During the accounting year under review, the company has not entered into any contract or arrangement with any related party attracting the provisions of Section 188 of the Companies Act, 2013.

Further, there have been no materially significant related party transactions between the Company and the Directors, the management, the associate or the relatives except for those disclosed in the financial statements.

16. MATERIAL CHANGES AND COMMITMENTS

During the period between the close of accounting year and date of report, there was no material changes and commitments that affects the financial position of the Company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Retirement by rotation: Pursuant to Section 149, 152 and other applicable provisions if any of the Companies Act, 2013, one third of such of the Directors as are liable to retire by rotation, shall retire at every Annual General Meeting, and if eligible, offer themselves for re - appointment at every Annual General Meeting. Consequently Mr. Sashi Sekhar Mishra, Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment in accordance with the provisions of Companies Act, 2013.

B. Cessation of Chief Financial Officer: During year under review, Mr. K.S Pathania has resigned as Chief Financial Officer (CFO)w.e.f. 29th January, 2021.

C. Appointment of Chief Financial Officer: During year under review, Mr. Lalit Kumar Maan has been appointed as Chief Financial Officer (CFO) w.e.f. 11th February, 2021 as per the provisions of Section 203 of the Companies Act, 2013 read with its applicable Rules and Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

D. Formal Annual Evaluation: Pursuant to provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the Directors individually and the evaluation of the working of its Audit committee, Nomination & Remuneration committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee.

18. COMMITTEES OF BOARD

A. Audit Committee:

The Audit Committee which was constituted on March 31, 2015, was re-constituted on February 12, 2019. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The Committee met 4 (Four) times during the Financial Year 2020-21 on 29-June-20,10-Aug-20, 10-Nov-20, and 11-Feb- 21. As on the date of this report, the Committee is comprised of:

S. No. Name of Director Category Designation
1 Mr. Suresh Chand Sharma Independent Director Chairman
2 Mr. P S Ravishankar Independent Director Member
3 Mr. Sunil Kumar Shrivastava Non-Independent Director Member

B. Nomination and Remuneration Committee:

The Nomination & Remuneration Committee which was constituted on March 31, 2015, was re-constituted on February 12, 2019. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to recommend suggestions to the Board of Directors pertaining to the Remuneration Policy for Directors, KMP and all other employees of the Company.

During the Financial Year 2020-21, the Committee met twice on10-Aug-20 and11-Feb-21. As on the date of this report, the Committee is comprised of:

S. No. Name of Director Category Designation
1 Mr. Suresh Chand Sharma Independent Director Chairman
2 Mr. P S Ravishankar Independent Director Member
3 Mr. Sunil Kumar Shrivastava Non-Independent Director Member

The Nomination and Remuneration Policy of the Company is Annexed to this Report (Annexure 2).

C. Stakeholder Relationship Committee

The Stakeholder Relationship Committee which was constituted on March 31, 2015, was re-constituted on February 12, 2019.The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to consider and resolve the grievances of Security Holders of the Company.

During the Financial Year 2020-21, the Committee met twice on 10-Aug-20 and11-Feb-21. As on the date of this report, the Committee is comprised of:

S. No. Name of Director Category Designation
1 Mr. Suresh Chand Sharma Independent Director Chairman
2 Mr. P S Ravishankar Independent Director Member
3 Mr. Sunil Kumar Shrivastava Non-Independent Director Member

D. Corporate Social Responsibility Committee:

The Corporate Social Responsibility Committee was constituted on February 12, 2019. During the Financial Year 2020-21, the Committee met twice on 29-June-20 and 10- Nov-20. As on the date of this report, the Committee is comprised of:

S. No. Name of Director Category Designation
1 Mr. Suresh Chand Sharma Independent Director Chairman
2 Mr. P S Ravishankar Independent Director Member
3 Mr. Sunil Kumar Shrivastava Non-Independent Director Member

A brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during theyear are set out in (Annexure 3 & 3 (i)) of this Report in the form as prescribed under Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

E. Vigil Mechanism

The Board at its meeting held on March 31,2015, approved the Vigil Mechanism that provides a formal mechanism for all Directors, employees and vendors of the Company to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the companys Code of Conduct or Ethics Policy.

The Vigil mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism policy of the Company is annexed to this Report (Annexure 4).

19. Independent Directors meeting

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25 (3) of the SEBI Listing Regulations, 2015, the independent directors held their separate meeting on11- Feb-21.

Without the attendance of non-independent directors and members of management, inter alia, the independent directors discussed the following:

i. Review the performance of non-independent directors and the board as a whole;

ii. Review the performance of the chairperson of the Company, taking into account the views of executive directors and non-executive directors;

iii. Assess 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; and

iv. Review the responsibility of independent directors with regards to internal financial controls.

20. AUDITORS AND AUDITORS REPORT

Statutory Auditors

The Shareholders in their meeting held on 27th September, 2017 approved the appointment of M/s. Purushothaman Bhutani& Co., New Delhi (FRN 005484N), as the Statutory Auditors of the Company, to hold office till the conclusion of 45th Annual General Meeting to be held in year 2022.

The Auditors Report with notes to accounts are selfexplanatory and, therefore, do not call for further comments. The Audit Report does not contain any qualification, reservation or adverse remarks.

Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have appointed Mr. Ashish Mittal (M.No 518891) a qualified Chartered Accountant as the Internal Auditors of the Company. The Internal Auditors are submitting their reports on quarterly basis.

Secretarial Auditor

The Board has appointed M/s Rana& Associates, Company Secretaries (CP No. 22302) to conduct the secretarial audit for the financial year 2020-2l i.e. from 1st April, 2020 to 31st March, 2021. The Secretarial Audit report is annexed herewith marked as Annexure 5 to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO

As there has been no business activities in the company during the year under review, the information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules,2014 is NIL and hence not provided.

22. PARTICULARS OF EMPLOYEES

During the year under review, there are no employees in the Company. Therefore, Section 134 of the Companies Act, 2013 does not apply.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.

24. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has laid down Risk Management Policy to inform Board Members about the risk assessment and minimization procedures.

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have not reported any incident of fraud by the officers or employees of the Company for the financial year under review.

26. MANAGERIAL REMUNERATION

During the year under review, no managerial remuneration was paid.

27. PUBLIC DEPOSITS

Your Company has not accepted any Public deposits. As such, no amount of principal or interest was outstanding as on the Balance Sheet date.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

29. ACKNOWLEDGMENT

The Directors wish to record their appreciation to the Government authorities, Bankers and Shareholders for their co-operation and unstinted support extended to the Company during the year under review.