| Dear Members,
The Directors have pleasure in presenting the Annual Report of the
Company along with the Audited Statement of Accounts for the year ended
as on 31st March, 2014.
1. FINANCIAL RESULTS:
(Amount in Rs)
Particulars 31-03-2013 31-3-2013
Total Income 0 0
Depreciation 0 0
Profit(Loss) before Tax (2,43,388) (1,52,000)
Provision for Tax-FBT Nil Nil
Profit (loss) after Tax (2,43,388) (1,52,000)
Prior Period Adjustments 0 0
Balance brought forward (65,28,778) (6,13,38,868)
Less utilized for reduction of (2,43,388) 5,49,62,090
capital
Balance carried to Balance Sheet (67,72,166) (65,28,778)
2. PERFORMANCE & RESULTS:
The Company has incurred a loss of Rs. 2,43,388/- during the year as
compared to the loss of previous year of Rs. 1,52,000/- .
3. 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.
4. OPERATIONS AND FUTURE PLANS:
The company during the year under review could not conduct any business
activity due to un-favourable market conditions.
Further during the year under review, there was a change in control of
the Company. Ms. Rita Singh had made open offer to the public
shareholders of the company for acquiring 26% of the total paid up
share capital of the Company pursuant to the Regulation 3 & 4 of the
SEBI (SAST) Regulations, 2011 on entering in to share purchase
agreement with the erstwhile promoter of the company for acquiring the
share held by them and control in the company. The open offer made by
the present promoter of the Company started on July 12, 2013 and ended
on July 25, 2013.
Your Directors are also in the process of locating viable project for
the company where some value and synergies can be perceived.
5. DEPOSITS
The company has not accepted any deposits from the Public and such, no
amount of principal or interest on fixed deposit was outstanding as on
the Balance sheet date.
6. 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 set out in terms of
the provisions of section 217(2A) of the Companies Act, 1956, read with
the Companies (Particulars of Employees) Rules 1975 as amended.
7. DIRECTORS
i. Ms. Rita Singh retiring by rotation in terms of provisions of the
Companies Act, 2013 and is eligible for re-appointment. The resolutions
for their appointment as Director(s) are placed before you in the
Annual General Meeting.
ii. Mr. Ajay Kumaran, Mr. Amrit Kumran, Mr. Santosh Kamankar, Mr.
Vilas Malekar and Mr. Vaibhav Malsanehave resigned as directors of the
from 26th August, 2013 due to change in control of the Company, the
management places on record its appreciation for the valuable services
rendered by them.
iii. Mrs. Rita Singh (Promoter Director), Mr. Jasmin Parekh (Non
Executive Director), Mrs. Diptika Mehta (Non-Executive, Independent
Director), and Mr. Bahubali Mehta (Non- Executive, Independent
Director) were appointed as the additional Directors of the Company on
26th August, 2014.
iv. Mr. Bahubali Mehta (Non-Executive, Independent Director) and Mrs.
Diptika Mehta (Non- Executive, Independent Director) resigned on 14th
February, 2014, the management places on record its appreciation for
the valuable services rendered by them.
v. Mr. Manish Sheth and Mrs. Preeti Sheth were appointed as the
Additional Director, designated as Independent Director of the Company
on 14th February, 2014 and are now appointed as the independent
director as per section 149, 152 and other applicable section, if any,
of the Company Act, 2013 in this Annual General Meeting.
8. SUBSIDIARIES:
Since the Company has no subsidiaries, provision of section 212 of the
Companies Act, 1956 is not applicable.
9. DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms:
That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
That the Directors have 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.
That the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
That the Directors have prepared the Annual accounts on a going concern
basis.
10. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION
Since the Company does not have a manufacturing unit provisions of
Section 217 (1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 regarding conservation of energy and technology absorption is not
applicable.
11. FOREIGN EXCHANGE EARNINGS AND OUTGO.
During the year under review, besides the transactions reported
elsewhere, there were no other Foreign Exchange transactions.
12. AUDITORS
The Board recommends re-appointment of M/s MVK Associates, Chartered
Accountants as Statutory Auditors of the Company for the financial year
2013-14, who are the statutory auditors of the Company, hold office
until the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment. Pursuant to provisions of Section 139 of
the Companies Act, 2013 and rules framed thereunder, it is proposed to
appoint M/S MVK Associates, Chartered Accountants as statutory auditors
of the Company from the conclusion of the ensuing AGM till the
conclusion of the AGM to be held in the year 2017, subject to annual
ratification by members at Annual General Meeting.
13. AUDITORS REPORT:
Since notes to account are self explanatory, no further explanation is
given by the Board as such.
14. COMMITTEES OF THE BOARD
Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of
Listing Agreement the Company has formed Audit Committee. Besides this
the Company has also formed Shareholder / Investor Grievance Committee
to redress investor's complaint, if any and Nomination Committee for
appointment of Managerial Personnel's.
15. CORPORATE GOVERNANCE REPORT
The Company has obtained Corporate Governance Report from Mr. Sanjay
Shringarpure, Partner PRS Associates, Practising Company Secretaries
and is annexed hereto.
A separate Report on Corporate Governance is also annexed hereto and
marked as Annexure A to this Report.
16. ACKNOWLDEGEMENTS
Your Company and its Directors wish to sincerely thanks all the
customers, financial institution, creditors etc. for their continuing
support and co-operation.
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 Director
For IB Infotech Enterprises Limited
Sd/- Sd/-
Place: Mumbai Rita Singh Jasmin Parekh
Date: 01/09/2014 DIN: 01988709 DIN: 06507112
Director Director |