DIRECTOR'S REPORT To the Members, The Directors have pleasure in submitting their Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st of March, 2015. 2. DIVIDEND No Dividend was declared for the current financial year due to inadequate Profits. 3. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT. There was no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of the report. 4. CONSERVATION OF ENERGY, TECHNOIXXiY OBSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to conservation of energy, technology absorption. Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule S(3) of the Companies (Accounts) Rules, 2014 are not applicable in the case of your company. 5. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal. 6. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 curing the year under review and hence the said provision is not applicable. 8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES There were no contracts or arrangements made with related parties as defined under Section 1SS of the Companies Act, 2013 during the year under review other than related parties disclosure made by the auditors in their report. 9. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to die Company. 10. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The provisions of Section 178(1) relating xo constitution of Nomination and Remuneration Committee arc not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration. Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013. 11. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure 1 and attached to this Report 12. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR IJNDER REVIEW. The Company had 5 Board meetings during the financial year under review. 13. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had 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. the directors had 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. the directors had prepared the annual accounts on a going concerns basis; and e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 14. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture or Associate Company. 15. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. 16. DECLARATION OF INDEPENDENT DIRECTORS The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to the Company. 17. CORPORATE GOVERNANCE Clause 49 of the listing agreement is not applicable to the Company as paid up capital of the Company is less then Rs.3,00,00,000/- and Not having net worth of Rs.25.00.00.000/- or more at any time in the history of the Company 18. STATUTORY AUDITORS M/s Vishnu Agarwal & Associates, Chartered Accountants, have been appointed as Statutory Auditors for a period of 1 year in the Annual General Meeting held on 27/09/2014.'Their continuance of appointment and payment of remuneration arc to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they arc rc-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. 19. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules. 2013 is not applicable to the Company. 20. SHARES a BUY BACK OF SECURITIES The Company has not bought back any shares during the year under review. b. SWEAT EQUITY The Company has not issued any Sweat Equity shares during the year under review. c. BONUS SHARES No Bonus Shares were issued during the year under review. d. EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option scheme to the employees. e. DEMATERIALISATION The shares of the Company were in physical form and ('DSL and NSDL has admitted for depository services. The ISIN no is: INE08SP01015. Trading of the shares was suspended from BSE since 2nd January, 2002 and the revocation of suspension is under process. 21.NAME CHANGE With the approval of members in Extraordinary General Meeting held on 10.0S.2013 the name change (TD INFO BUSINESS SERVICES LIMITED) had applied with ROC and the same has been approved. For approval of name change from BSE is applied for and approval is awaited. 22. ACKNOWLEDGEMENTS Your Directors place on record their sinccrc thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS (Abhishek Morarka) (Sushil Morarka) Director Director Date: 25.05.2015 Place: Mumbai |