Dear Shareholders,
Your Directors here by present the Annual Report together with the Audited statements
of Accounts for the financial year ended on 31st March 2024.
Financial Highlights:
(Rs. In Lakhs)
Particulars |
2023-24 |
2022-23 |
Total Income |
2.70 |
18.92 |
Total expenditure |
9.14 |
10.54 |
Profit / (Loss) before Taxation |
(6.44) |
8.38 |
Current tax |
- |
2.39 |
Other Comprehensive Income |
- |
- |
Profit (Loss) for the period from continuing operations |
(6.44) |
5.99 |
DIVIDEND:
Considering the overall business requirements, your directors have not recommended
dividend for the Financial Year 2023-24. The management believes that conserving financial
resources will enhance the ability to take advantage of lucrative business opportunities.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
CAPITAL STRUCTURE:
The issued, subscribed and paid up capital of the Company is Rs. 1,25,00,000/- divided
into 12,50,000 equity shares of Rs. 10/- each. There has been no change in the share
capital of the Company during the year.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint ventures.
DEPOSIT:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Particulars of loans given, investments made, guarantees given and securities
provided as per Section 186 of the Companies Act, 2013 by the Company are disclosed in the
financial statements of the company.
RELATED PARTY TRANSACTIONS:
All the related party transactions are entered on arm's length basis, in the ordinary
course of business and are in compliance with the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. There are no materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel, etc. which may have potential
conflict with the interest of the Company at large or which warrants the approval of the
shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of
Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However,
the details of transactions with Related Parties are provided in the Company's financial
statements in accordance with the Accounting Standards.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
No material changes and commitments affecting the financial position of the company
have occurred between the end of financial year to which the financial statements relate
and the date of the Directors' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING
CONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or company's operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL: Directors:
The Board of Directors consists of 4 members, out of which 2 are Independent Directors
and 1 are Non-Executive and Non-Independent Directors and women director. The composition
is in compliance with the Companies Act, 2013 and Listing Regulation.
As per the provisions of Section 152(6) of the Companies Act, 2013 and the company's
Articles of Association, Mr. Kannan Krishnan Naiker (DIN: 00014414) shall retire by
rotation at the ensuing Annual General Meeting and being eligible, has offered himself for
re-appointment as the Director of the Company.
Mr. Kannan was appointed as Managing Director of the company. It is proposed to
re-appoint him as Managing Director for the term of 5 (five) years with effect from 2nd
September, 2024 to 1st September 2029 by passing special resolution as set out
in item No. 3 of the notice convening the AGM.
Key Managerial Personnel:
As per the provisions of Section 203 of the Companies Act, 2013, Mr. Abhishek Sushil
Morarka, Chief Financial Officer and Mr. Mohammed Chhipa, Company Secretary are the key
managerial personnel of the Company.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD:
The details of the number of meetings of the Board held during the Financial Year
2023-24 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees and the details of the Committees
along with their composition, number of meetings and attendance at the meetings are
provided in the Corporate Governance Report.
1. Audit Committee
2. Nomination and Remuneration Committee 3. Stakeholders' Relationship Committee
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013
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 performance evaluations of Independent Directors were also carried out and
the same was noted. Independent Directors in their meeting decided to bring more
transparency in their performance and bring more responsibility while taking any policy
decisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
The information required pursuant to Section 197(12) of the Companies Act, 2013 read
with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of the employees of the Company, will be provided upon
request. In terms of Section 136(1) of the Companies Act, 2013, the Report 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 the ensuing Annual General Meeting. If any Member is interested in obtaining a copy
thereof, such Member may write to the Company Secretary in this regard. Disclosures
pertaining to remuneration and other details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given as separate annexure in the Board's Report.
AUDITORS AND AUDITORS' REPORT:
M/s. DGMS COMPANY, CHARTERED ACCOUNTANTS, Mumbai (Firm Reg. No. 0112187W), Statutory
Auditors of the Company appointed for period of 5 years and hold office until the
conclusion of the Annual General Meeting to be held in 2026.
The observations made by the Auditors' in their Auditors' Report and the Notes on
Accounts referred to in the Auditors' Report are self-explanatory and do not call for any
further comments.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed Mrs. Shubham Agarwal Goyal Practicing Company Secretary (Membership No. FCS
8192), Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit
report in the prescribed Form No MR-3 is annexed herewith.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up for
Internal Controls.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the
Annual Return as on 31st March 2024 is available on the website of the Company at
http://www.idinfo.co.in/.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility
initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule
9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said
provisions are not applicable.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that
all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate
section titled Report on Corporate Governance together with a Certificate from the
Practicing Company Secretary forms part of this Report. A detailed Management Discussion
& Analysis forms part of this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at
workplace and has adopted a policy against sexual harassment in line with the provisions
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed thereunder. The Company has not received any sexual harassment
related complaints during the year.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be
given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not
carried out in the manufacturing activities. The foreign exchange earning on account of
the operation of the Company during the year was Rs. Nil.
VIGIL MECHANISM:
As the Company does not have any significant business activity, there was no need to
have a Vigil Mechanism Policy.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that:
a. in preparation of the annual accounts for the financial year ended 31st March
2024, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
b. they 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
and loss of the Company for that period; c. they 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;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
f. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities, hence the Business
Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for: a.
Government Policies b. Human Resource Risk.
GENERAL:
The Board of Directors state that no disclosure or reporting is required in respect of
the following matters as there were no transactions or applicability pertaining to these
matters during the year under review:
i) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of
the Company. ii) Payment of remuneration or commission from any of its subsidiary
companies to the Managing Director/ Whole Time Director of the Company. iii) Voting rights
which are not directly exercised by the employees in respect of shares for the
subscription/ purchase of which loan was given by the Company (as there is no scheme
pursuant to which such persons can beneficially hold shares as envisaged under section
67(3)(c) of the Companies Act, 2013). iv) Details of any application filed for corporate
insolvency under Corporate Insolvency Resolution Process under the Insolvency and
Bankruptcy Code, 2016. v) One time settlement of loan obtained from the banks or financial
institutions.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the Banks, Government Authorities, Customers, and Shareholders
during the year. Your directors also wish to take on record their deep sense of
appreciation for the committed services of the employees at all levels, which has made our
Company successful in the business.
For and on Behalf of the Board |
For ID INFO BUSINESS SERVICES LIMITED |
Place: Mumbai |
Date: 02.09.2024 |
KANNAN NAIKER |
Chairman |
DIN: 00014414 |
|