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International Data Management

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Download Annual Report PDF Format 2014 | 2013 | 2011
Directors Report Year End : Jun '15    « Mar 14
The Board of Directors of the Company presents herewith the Thirty
 Eighth Annual Report together with the Audited Accounts of the Company
 for die Accounting year ended 30th June, 2015 i.e. from April 1, 2014
 to June 30, 2015.
 
 The highlights of the financial results of the Company are as follows:
 
                                               (Rs. in Lacs)
 
 Particulars                   Accounting    Financial Year
                               Year 2014-15  2013-14
 
 Total Income                          1.77           24.05
 
 Total Expenses                       15.33           24.74
 
 Profit/(Loss}                       (13.56)          (0.69)
 
 Depreciation                          0.07            0.11
 
 Profit/ (Loss) Before               (13.63)          (0.80)
 finance Cost
 
 Finance Cost                          0.02               -
 
 Profit/ (Loss) Before               (13.65)          (0-80) 
 Tax 
 
 Profit/ (Loss) After                (13.65)          (0.80) 
 Tax 
 
 Accumulated Losses               (1,369.54)      (1,355.90) 
 
 STATE OF COMPANY''S AFFAIRS
 
 During the year under review loss of Rs. 13.65 Lacs has been reported
 by the company as against the loss of Rs. 0.80 Lacs for the previous
 year.
 
 No business could be undertaken due to paucity of working capital and
 other business constraints.
 
 In view of the losses incurred during the accounting year 2014-15, No
 amount was transferred to reserves.
 
 DIVIDEND
 
 In view of the loss for the year under review as well as past
 accumulated losses, your directors express their inability to recommend
 dividend.
 
 EXTRACT OF THE ANNUAL RETURN
 
 The details forming part of the extract of the Animal Return in Form
 MGT 9 as per provisions of Companies Act, 2013 and rules thereto is
 annexed to this report [Annexure 1].
 
 MEETING OF THE BOARD
 
 The Board met Seven times during the Accounting Year 2014-15, the
 details of which are given below:
 
 29-May-2014   7-Aug-2014  1-Oct-2014  12-Nov-2014 
 
 13-Feb-2015  31-Mar-2015 14-May-2015 
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required under Section 134(5) of die Companies Act, 2013, Your
 Directors confirm that: 
 
 (i) In the preparation of the Annual Accounts for the financial year
 ended at 30th June, 2015; 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
 consistendy 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 June 30, 2015 and of the loss of the Company for
 the said period;
 
 (iii) Proper and sufficient care has been taken for die 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 of fraud and odier irregularities;
 
 (iv) In view of expected future business, the annual accounts for the
 accounting year ended on 30th June, 2015 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.
 
 INDEPENDENT DIRECTORS DECLARATION
 
 The Company has received the necessary declaration from each ID in
 accordance with Section 149(7) of the Companies Act, 2013, that he/she
 meets the criteria of independence as laid out in sub-section (G) of
 Section 149 of the Companies Act, 2013 and Clause 49 of the Listing
 Agreement,
 
 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].
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
 
 The Company has not made any loans, given guarantees and investments
 made during the year attracting the provisions under Section 186 of the
 Companies Act, 2013.
 
 RELATED PARTY TRANSACTIONS
 
 During the accounting year under review, the company has not entered
 into any contract or arrangement with anv 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.
 
 MATERIAL CHANGES AND COMMITMENTS
 
 During the year-under review, there was no material changes and
 commitments except the financial year of the Company was extended for a
 period of three months i.e. upto June 30, 2015, that affects the
 financial position of the Company which have occurred between the end
 of the financial year of the company to which the financial statement
 relates and to the date of the report,
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The Company doesn''t satisfy any criteria envisaged under the Companies
 Act, 2013 requiring it to comply with Section 135 and rules made
 thereunder.Therefore, the Company has neither constituted CSR Committee
 nor have any profits to spend towards social responsibility.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 I.  Change during the year:
 
 The details about change in the directors or key managerial personnel
 by way of appointment, resignation or by change in designation are
 given below:
 
 A.  During the year, Mr. Neelesh Agarwal who was appointed as Director
 of the Company resigned from his office w.e.f. March 31, 2015.
 
 B.  Company has appointed Mr. P.S.Ravishankar and Mr.  Suresh Chand
 Sharma as Independent Directors in terms of section 149 of the
 Companies Act,2013. Tire Board places before the members Directors
 w.e.f. 31st March, 2015 for a period of five years to comply with the
 provisions for approval of their appointment The Board has received
 declaration from all the Independent Directors that they meet the
 criteria of independence prescribed under Companies Act, 2013.
 
 C.  Ms. Rita Gupta has been appointed, as Women Director in''terms of
 Section 149 of the Companies Act, 2013, who shall hold office till the
 conclusion of forthcoming Annual General Meeting and being eligible
 offers herself for re-appointment.
 
 D.  Mr. Sunil Kumar Shrivastava and Mr. Sashi Sekhar Mishrawere
 appointed as Additional Director w.e.f 31st March, 2015, who shall hold
 office till the conclusion of forthcoming Annual General Meeting and
 being eligible offers themselves for re-appointment.
 
 E.  Mr. Kuldeep Singh Pathania was appointed as Chief Financial Officer
 of the Company w.e.f 31st March, 2015.
 
 F.  Mi-. Sashi Sekhar Mishra was appointed as Manager w.eiMarch 31,
 2015. The Board do recommend to confirm his appointment in the ensuing
 Annual General Meeting.
 
 II. Formal Annual Evaluation pursuant to provisions of the companies
 Act, 2013 the Board has earned out an evaluation of its own
 performance, the Directors individually and the evaluation of the
 working of its Audit, nomination & Remuneration committees.
 
 COMMITTEES OF BOARD
 
 A. Audit Committee:
 
 Our Audit Committee was constituted on March 31, 2015.  The Committee
 has adopted a Charter for its functioning.  The primary objective of
 the Committee is to monitor and provide effective supervision of the
 Management''s financial reporting process, to ensure accurate and timely
 disclosures, with the highest levels of transparency, integrity and
 quality of financial reporting.
 
 The Committee met once since the date of its constitution on 14th May,
 2015. As of the date of this report, the Committee is comprised of:
 
 S.
 No. Name of        Category         Designation 
     Director
 
 1   Mr. Sashi      Non-independent  Chairman 
     Sekhar Mishra  Director
 
 2   Mr. P S        Independent      Member 
     Ravishankar    Director 
 
 3   Mr. Suresh     Independent      Member 
     Chand Sharma   Director
 
 B.  Nomination and Remuneration Committee:
 
 Our Nomination & Remuneration Committee was constituted on March 31,
 2015. 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.
 
 The Committee met once since the date of its constitution on 13th May,
 2015. As of the date of this report, the Committee is comprised of:
 
 S. 
 No.  Name of          Category            Designation
      Director
 
 1    Mr. Sashi        Non-independent     Chairman 
      Sekhar Mishra    Director
 
 2    Mr. PS           Independent         Member
      Ravishankar      Director
 
 3    Mr. Suresh       Independent         Member 
      Chand Sharma     Director
 
 C.  Stakeholder Relationship Committee
 
 Our Stakeholder Relationship Committee was constituted on March 31,
 2015. 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.
 
 The Committee met once since the date of its constitution on 13th May,
 2015. As of the date of this report, the Committee is comprised of:
 
 S. 
 No.  Name of          Category            Designation
      Director
 
 1    Mr. Sashi        Non-independent     Chairman 
      Sekhar Mishra    Director
 
 2    Mr. P S          Independent         Member 
      Ravishankar      Director
 
 3    Mr. Suresh       Independent         Member 
      Chand            Director
      Sharma
 
 D. 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 Companyto report genuine concerns or grievances
 about unethical behavior, actual or suspected fraud or violation of the
 company''s 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 for Directors and employees is annexed to
 this report [Annexure 3].
 
 AUDITORS AND AUDITORS'' REPORT
 
 Statutory Auditors
 
 The Auditors of die Company, M/s S.D. Chopra & Associates (FRN -
 003789N), Chartered Accountants; who has been appointed till 40th AGM
 and who have confirmed their eligiblity and willingness, shall be
 ratified at the ensuing Annual General Meeting. As per the provisions
 of the Companies Act, 2013 read with die Companies (Audit and Auditors
 Rules), 2014, it is proposed to re-appoint M/s. S.D, Chopra &
 Associates (FRN - 003789N), Chartered Accountants, as the auditors of
 the Company to hold die office from the conclusion of ensuing Annual
 General Meeting until the conclusion of 40th Annual General Meeting of
 the Company.
 
 The Auditors'' Report with notes to accounts are self- explanatory and,
 therefore, do not call for further comments.  The Audit Report does not
 contain any qualification, reservation or adverse remarks,
 
 Secretarial Auditor
 
 The Board has appointed M/s Siddiqui & Associates, Practicing Company
 Secretaries, to conduct the secretarial audit for the Accounting year
 2014-15 i.e. from 1st April, 2014 to 30th June, 2015. The Secretarial
 Audit report is annexed herewith marked as Annexure 4 to this report.
 The SecretarialAudit Report does not contain any qualification,
 reservation or adverse remarks.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 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 die Companies (Disclosures of Particulars
 in the Report of the Board of Directors) Rules, 1988 is NILand hence
 not provided.
 
 PARTICULARS OF EMPLOYEES
 
 During the year under review, there are no employees in the Company.
 Therefore, Section 134of the Companies Act, 2013 read with the
 Companies (Particulars of Employees) Rules, 1975 does not apply,
 
 MANAGERIAL REMUNERATION
 
 During die year under review, no managerial remuneration was paid.
 
 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.
 
 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 die year under review.
 
                                              By order of the Board 
 
                            For and on behalf of Board of Directors
 
 Sunil Kumar Shrivastava
 
 Director
 
 DIN : 00259961
 
 Address : 12, Aakrti Apparment, I.P. Extn, 
 Patparganj, Delhi-110092
 
 Sashi Sckhar Mishra
 
 Director & Manager
 
 DIN : 03072330
 
 Address : H-126, KJlokari Jang Pura, 
 
 New Delhi-110019
Source : Dion Global Solutions Limited
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