| Dear Members,
The Directors have pleasure in presenting the 47th Annual Report of
your Company for the financial year ended 31st March, 2015.
FINANCIAL RESULTS:
The financial performance of your Company for the year ended 31st
March, 2015 is summarized below.
(Amount in Rs. Lakh)
Year Ended Year Ended
31-03-2015 31-03-2014
Revenue from Operations 2.04 0
Profit / (Loss) before Tax (7.34) (0.46)
Less: Tax Expense 0 0
Profit / (Loss) After Tax (7.34) (0.46)
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed Management Discussion and Analysis forms part of this
Report, which is given elsewhere in the Report.
DIVIDEND:
Your Directors regret their inability to recommend any dividend until
carry forward losses are hopefully wiped out.
TRANSFER TO RESERVES:
There has been no transfer to reserves out of the amount available for
appropriation.
CHANGE IN THE NATURE OF BUSINESS:
No Change in the nature of the business of the Company done during the
year.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
There are no Subsidiary / Joint Ventures / Associate Companies.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There are no loans, guarantees or investments as specified under
Section 186 of the Companies Act, 2013 PUBLIC DEPOSITS:
During the financial year 2014-15, your Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act,
2013 read together with the Companies (Acceptance of Deposits) Rules,
2014.
CORPORATE GOVERNANCE REPORT:
In compliance with the provisions of Clause 49 of the Listing
Agreement, a separate report on Corporate Governance along with a
certificate from the Auditors on its compliance, forms an integral
part of this Report.
Appointments:
During the financial year 2014-15, Ms. Jinal Kumar Lodaya was
appointed as Additional / Non Executive Directors of your Company at
the meeting of the Board of Directors held on 30th March, 2015.
Further, in compliance with the provisions of Sections 149, 152,
Schedule IV and other applicable provisions, if any, of the Companies
Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014, Shri Arvind Kumar Jain, Shri Siddharth Panjri
and Shri Chandan Paswan were appointed as Independent Directors on the
Board of Directors of your Company at the last AGM of your Company
held on 27th September, 2014 to hold office up to 5 (five) consecutive
years up to 31st March, 2019.
Resignations/Retirements:
Shri Jayesh Katakia and Shri Chandan Paswan have resigned as directors
during the year under review. The Board places on record its
appreciation for their valuable contribution during their association
with your Company.
Ms. Jinal Kumar Lodaya holds office as Additional Director upto the
ensuing Annual General Meeting and being eligible has offered herself
for reappointment. Appropriate resolutions for her re-appointment is
being placed for your approval at the ensuing AGM. The brief resume of
the Directors and other related information has been detailed in the
Notice convening the AGM of your Company. Your Directors recommend her
appointment as Independent / Non-Executive Director of your Company.
Mrs. Sanhita Dey Company Secretary is the Key Managerial Personnel of
your Company in accordance with the provisions of Sections 2(51), 203
of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Annual Evaluation of Board's Performance:
In terms of the provisions of the Companies Act, 2013 read with Rules
issued thereunder and Clause 49 of the Listing Agreement, the Board of
Directors on recommendation of the Nomination and Remuneration
Committee, have evaluated the effectiveness of the Board/Director(s)
for the financial year 2014-15.
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE:
The details of the number of Board and Audit Committee meetings of
your Company are set out in the Corporate Governance Report which
forms part of this Report.
DECLARATION OF INDEPENDENCE:
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the provisions of Companies Act, 2013 read with the
Schedules and Rules issued thereunder as well as Clause 49 of the
Listing Agreement.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (c) of the Companies Act, 2013, the
Directors confirm that:
(a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards and
Schedule III of the Companies Act, 2013, have been followed and there
are no material departures from the same;
(b) 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 your Company as at 31st March, 2015 and of the profit and loss of
the Company for the financial year ended 31st March, 2015;
(c) 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;
(d) the annual accounts have been prepared on a `going concern'
basis;
(e) proper internal financial controls laid down by the Directors were
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(f) proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively.
WHISTLE BLOWER POLICY:
The Company has a whistle blower policy to report genuine concerns or
grievances.
VIGIL MECHANISM:
Company established a vigil mechanism pursuant to the provisions of
section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49
of the Listing Agreement for their directors and employees to report
their genuine concerns or grievances., which also incorporates a
whistle blower policy in terms of the Listing Agreement, includes an
Ethics & Compliance Task Force comprising senior executives of the
Company. Protected disclosures can be made by a whistle blower through
an e-mail, or dedicated telephone line or a letter to the member of
Audit committee or to the Chairman of the Audit Committee.
AUDITORS AND AUDITORS' REPORT:
Auditors
M/s. K R Tiwari & Co., Chartered Accountants, who retire at the
ensuing AGM of your Company are eligible for re-appointment. Your
Company has received written consent and a certificate stating that
they satisfy the criteria provided under Section 141 of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and
that the appointment, if made, shall be in accordance with the
applicable provisions of the Companies Act, 2013 and rules issued
thereunder.
The Audit Committee and the Board of Directors recommend the
appointment of M/s. K R Tiwari & Co., Chartered Accountants, as the
Auditors of your Company for the financial year 2015- 16 till the
conclusion of the next AGM. The Auditors' Report for the financial
year 2014-15, does not contain any qualification, reservation or
adverse remark.
Cost Auditor
The provisions of Section 148 read with the relevant rules in respect
of cost audit records and cost audit are not applicable to the
Company.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company has appointed Mr. Mohd Akram,
Practicing Company Secretary to conduct the Secretarial Audit of your
Company. The Secretarial Audit Report is annexed herewith as
"Annexure - B" to this Report. The Secretarial Audit Report does
not contain any qualification, reservation or adverse remark.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES:
The Company does not have any employee of the category specified
Section 197 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013
read with the Companies (Management and Administration) Rules, 2014,
are set out herewith as "Annexure-A" to this Report.
RELATED PARTY TRANSACTIONS:
During the financial year 2014-15, your Company has not entered
entered into transactions with related parties as defined under
Section 2(76) of the Companies Act, 2013 read with Companies
(Specification of Definitions Details) Rules, 2014.
RISK MANAGEMENT:
Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient
manner. Your Company periodically assesses risks in the internal and
external environment, along with the cost of treating risks and
incorporates risk treatment plans in its strategy, business and
operational plans. Your Company, through its risk management process,
strives to contain impact and likelihood of the risks within the risk
appetite as agreed from time to time with the Board of Directors.
There are no risks which in the opinion of the Board threaten the
existence of your Company.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 in respect of Corporate Social
Responsibility (CSR) are not applicable to your Company during the
year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
As there is nil expenditure on the points mentioned above, no
particulars furnished in this report as required under Section 134 of
the Companies Act, 2013 read with Companies (Accounts) Rules, 2014
regarding conservation of energy, technology, absorption and foreign
exchange earnings and outgo.
DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL
STATEMENTS:
Your Company has put in place adequate internal financial controls
with reference to the financial statements, some of which are outlined
below: Your Company has adopted accounting policies which are in line
with the Accounting Standards prescribed in the Companies (Accounting
Standards) Rules, 2006 that continue to apply under Section 133 and
other applicable provisions, if any, of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant
provisions of the Companies Act, 1956, to the extent applicable. These
are in accordance with generally accepted accounting principles in
India. Changes in policies, if any, are approved by the Audit
Committee in consultation with the Auditors.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant / material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of your Company
and its operations in future.
GENERAL:
a) Your Company has not issued equity shares with differential rights
as to dividend, voting or otherwise; and
b) Your Company does not have any ESOP scheme for its
employees/Directors.
c) The Board of Directors at their Meeting has proposed a Scheme of
Capital Reduction and has submitted the same to the Stock Exchange and
SEBI for its approval. A draft of the said Scheme is placed on the
website of the BSE Limited. The Company is yet to receive approval for
the same.
APPRECIATION:
Your Directors wish to convey their gratitude and place on record
their appreciation for all the employees at all levels for their hard
work, solidarity, cooperation and dedication during the year.
Your Directors sincerely convey their appreciation to customers,
shareholders, vendors, bankers, business associates, regulatory and
government authorities for their continued support.
By Order of the Board
For INDIA E-COMMERCE LIMITED
SD.-
ARVIND JAIN
DIRECTOR
Date: 20th July, 2015
Place: Mumbai
Registered Office:
123, 1st Floor, Trinity CHS Limited, Plot No. 261,
Dr. Cawasji Hormasji Street, Dhobi Talao,
Mumbai-400002
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