DIRECTOR'S REPORT THE MEMBERS OF ECOM INFOTECH (INDIA) LIMITED The Directors have pleasure in submitting their Report and Accounts for the year ended on 31st March, 2015 RESERVES The General Reserve at the end of the year stands at (43.55) lakhs. TRANSFER TO RESERVES An amount of (0.02) lakhs is proposed to be carried to the reserves during the year ended 31st March, 2015. DIVIDEND: In view of insufficient profits, the Directors do not recommend any dividend for this year. SALES: The net turnover for the year under review amounted to Rs. 10,95,000/- as compared to Rs. 5,04,000/- last year. OPERATIONS: The operations of the company have been increasing now and Directors are hopeful of better result in the Fixe deposit The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. Ashwin Chaudhary retires by rotation and being eligible offers himself for re-appointment. A declaration by Mr. Dalpat Anjaria, Independent Director of the Company under Section 149(6)/(7) of the Companies Act, 2013 was received by the Company. As required under Clause 49 of the Listing Agreement with the Stock Exchange, the information on the particulars of the Directors proposed for appointment/ re-appointment has been given in the Notice of the Annual General Meeting. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. REMUNERATION POLICY The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. MEETINGS During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. DELISTING FROM AHMEDABAD STOCK EXCHANGE The company got its Equity share capital delisted from Ahmedabad Stock Exchange (ASE), as on March 31 2015. Shareholders will no longer be able to trade the shares on ASE. However the Equity shares continue to remain listed on BSE ( Mumbai Stock Exchange). The information is provided as required under Rule 7 (d) of SEBI (Delisting of Equity Shares). Regulations. 2009 DIRECTOR'S RESPONSIBILITY STATEMENT: The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparation of the annual accounts for the year ended on March 31,2015 and state that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. 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 of the Company for that period; iii. the Directors have 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; iv. the Directors have prepared the annual accounts on a going concern basis; v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. AUDITORS' REPORT M/s. N.K. Jalan & co. Chartered Accountants, Mumbai, were appointed at the last annual general meeting for a period of three years up to the annual general meeting of the shareholders of the company to be held in the calendar year 2017 subject to the ratification of their appointment at each annual general meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their reappointment. Auditors Report and Accounts are annexed herewith as "Annexure A" SECRETARIAL AUDIT Pursuant 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 V R Associates Mumbai a finn of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B". Our comments on the observations made in the Secretarial Audit Report are as under: a. Independent Auditor appointment was made however due to some issues company is in search of another Independent Auditor and shall comply with this requirement. b. Publication in 48 hours of announcement of results is practically difficult to comply with. Notice advertisements are not published for cost control. C. Since the company has very small operations, Internal Auditors, Reconstituted Audit committee, Full time company secretary, CFO cannot be cost justified. Currently Mr Ashwin Chaudhary is looking after most of the financial and compliance requirements. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C" RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. CODE OF CONDUCT The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.Ecominfotech.biz The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the 'Whistle Blower Policy' for its Directors and employees, to report instances of unethical behaviour, actual or suspected, fraud or violation of the Company's Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. Accordingly, 'Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor or the Chairman of the Audit Committee of the Company. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company. PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is employees have confirmed compliance with the Code. INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT. 2013 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 reports and accounts 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 ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance. The prescribed particulars of Conservation of Energy, Technology Absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report. ACCOUNTS & AUDITOR'S REPORT The observation made by the Auditors in their report has been duly Clarified / explained in the relevant notes forming part of the Annual Accounts which are self-explanatory. REPORT ON CORPORATE GOVERNANCE The Report on Corporate Governance is attached to this Report. For and on Behalf of the Board of Directors. For and on Behalf of the Board of Directors. sd/- Priya Chaudhary DIRECTOR Sd/- Ashwin Chaudhary MANAGING DIRECTOR Place: Mumbai Date: 01/09/2015 |