DIRECTORS' REPORT Dear Members, Your Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended March 31, 2015. 2. DIVIDEND The money retained shall be ploughed back for Company's expansion program and to carry on the business activities of the Company. In view of the above your Directors are not in a position to declare any dividend on Equity Shares. 3. TRANSFER TO RESERVES During the financial year 2014-15, Company has not transferred any amount to reserves. 4. MATERIAL CHANGES AND COMMITMENTS There is no material changes and commitments effecting 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 the date of this report. 5. PERFORMANCE REVIEW During the financial year 2014-15, your Company has achieved 111.68 Lacs revenue from operations in comparison to previous year revenue of 37.38 which is approximately 3 times more of the previous revenue. The operating profit (profit after tax) increased by 4 times to Rs.28.44 Lacs in financial year 2014-15 compared to Rs 7.03 Lacs in financial year 2013-14. The tax expenses of the Company for current year are Rs.5.12 Lacs as compared to Rs.4.73 Lacs in the previous year which comprises current year tax, deferred tax and earlier year tax. The earnings per share for the year is Rs.0.81 as against Rs.0.20 in the previous year. 6. FUTURE OUTLOOK: During last year, with a new Government at the centre with a decisive mandate, the economy has started to look up again positively at the future enabling improved businesses confidence. Though, the recovery has clearly begun, the pace of recovery has been somewhat muted. This subdued businesses sentiment is expected to prevail for some time more as the trailing economic slowdown continues to evaporate. Despite such slow down impact, your company continues to benefit by the growing transformation of physical transaction into online ones. At IM+ Capitals, we believe in this potential and are going to investment in all our business primarily on people, product development, marketing and brand building. The aim is to be a dominate leader driving the economic growth of the country. For your company FY 2016 will be about gaining from growth in the overall market and future consolidating its position by focusing on gaining market share. The investee Companies continue to keep developing their business model and gain more clear visibility on future prospect in the near future. 7. HUMAN RESOURCES DEVELOPMENT The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Our Company people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year. The Company's progressive workforce policies and benefits, various employee engagement and welfare have addressed stress management, promoted work life balance. 8. DOCUMENTS PLACED ON THE WEBSITE (www.imcapitals.com The following documents have been placed on the website in compliance with the Companies Act, 2013: • Details of unpaid dividend as per Section 124(2) • Financial Statements of the Company along with relevant documents as per Section 136(1) ^ •Details of the Vigil Mechanism as per Section 177(10) •The terms and conditions of appointment of the independent directors as per Shedule IV. 9. CORPORATE GOVERNANCE REPORT AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT Your Company is committed to adopting and adhering to established world-class corporate governance practices. It always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organisation's corporate governance philosophy is directly linked to high performance. The Company understands and respect its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve its interests, resulting in creation of value for all its stakeholders. In line with IM+ Capitals Limited philosophy on Corporate Governance, Companies Act, 2013 and Listing Agreement the Company re-constituted its various committees of the Board and formulated/ revised their Charters. Various Codes and policies have also been revised and adopted to ensure the compliance of law in true letter and spirit. As per Clause 49 of the listing agreement entered into with the stock exchanges, Corporate Governance Report with Auditors' certificate are attached and form part of this report. 10. MANAGEMENT DISCUSSION The Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report. 11. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that: i. in preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures; ii. 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 of the Company for the financial year; iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 12. AUDITORS Statutary Auditors M/s Doogar & Associates ,Chartered Accountants ,13 Community Centre, East of Kailash, New Delhi- 110065, the statutory Auditors of the Company, having firm regd no: 000561N with the Institute of Chartered Accountants of India, retiring at the conclusion of the ensuing Annual General Meetingand being eligible, offer themselves for re-appointment as Statutory Auditors of the Company for a period of five years subject to retification at every annual general meeting. The Company has received aletter dated 30.05.2015 for their re-appointment, if made, would be within the limit prescribed under Section 139 and 141 of the Companies Act, 2013. Secretarial Auditor Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Nesar & Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for FY 2015.The Secretarial Audit Report is annexed herewith as annexure. 13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY STATUTARY AUDITORS AND SECRATARIAL AUDITORS IN THEIR RESPECTIVE REPORTS There was no qualification, reservation or adverse remark or disclaimer made by the Statutary Auditors in their report and the said Auditor's Report & notes to accounts are self- explanatory. 14. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows: A. CONSERVATION OF ENERGY Being your Company is into financial & consultancy activity disclosure for conservation of energy is not required. B. TECHNOLOGY ABSORPTION Being your Company is into financial & consultancy activity disclosure for technology absorption is not required. C. FOREIGN EXCHANGE EARNING AND OUTGO There is no earning or outgo of foreign exchange during the Financial year 2014- 2015. 15. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS Clause 49 of the Listing Agreement laying down the key functions of the Board has mandated that the Board shall monitor and review the Board Evaluation process and also stipulates that Nomination and Remuneration Committee of the Company shall lay down the evaluation criteria for performance evaluation of Independent Directors. Section 134 of the Companies Act, 2013 states that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Further, Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Directors shall be done by entire Board of Directors, excluding the director being evaluated. The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). A separate meeting of the independent directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman. 16. DEPOSIT FROM PUBLIC The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet. 17. DIRECTORS AND KEY MANAGERIAL PERSONNEL Ms.Vandana Garg (DIN:06850574) appointed as Independent and woman director with effect from 19.05.2014 and Mr.Subhash Kumar Bansal(DIN: 03292279) appointed as Independent director with effect from 19.05.2014 Mr. Ankit Choudhary(DIN: 06490661) resigned from Independent Directorship of the Company with effect from 27.05.2014.Mr.Vinit Agarwal(DIN:06385158) resigned from Independent Directorship of the Company with effect from 20.10.2014. During the financial year 2014-15, management of the Company was taken over through a open offer by Rudrabhisek Infosystem Pvt ltd. As a result promoter director Mr.Subhas Kumar Seksaria(DIN:03341701) resigned from the directorship with effect from 20.10.2014 and Mr. Pradeep Misra(DIN:01386739) & Mr.Prabhu Nath Misra(DIN:01386771) appointed as new promoter Director Of the Company with effect from 20.10.2014 & 5.11.2014 respectively. Mr. Vinod Kumar Shisodia(DIN:07102941) appointed as Independent director with effect from 13.02.2014. During the financial year 2014-15, Ms. Prerana Bothra Badalia (PAN: AGFPB7727A) resigned from the Company Secretary and Compliance officer of the Company with effect from 27.05.2014 and Mr. Vikas Gupta (PAN:AEUPV1261J) Appointed as Company Secretary and Compliance Officer of the Company with effect from 5.11.2014 and resigned from the post with effect from 13.02.2015. Mr.Rahas Bihari Panda( PAN: AMOPP8232H) appointed as Company Secretary and Compliance Officer & Mr. Mukesh Kumar Chaubey as Chief Financial Officer of the Company with effect from 13.02.2015 and designated as Key Managerial Personnel of the Company. 18. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR There is no company which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year. 19. SIGNIFICANT AND MATERIAL ORDERS During the year under review, no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. 20. INTERNAL FINANCIAL CONTROL The Company has in place adequate systems of internal control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Internal Audit of the Company is regularly carried out to review the Internal Contol Systems and processes. The Internal Audit Report along with implementation and recommendation contained therein are periodically reviewed by Audit Committee of the Board. 21. DETAIL OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES The developments in the operation/ performance of the Subsidiary included in the consolidated financial statement are presented below: IM+ Investments and Capital Private Limited provides services in Financial Sector in India. During the year under review, it achieved net revenue of Rs 1,41,66,019/- as against Rs. 3,92,67,184/- during the previous financial year. The profit before tax is Rs.71,16,662/- in FY 2015 as compared to Rs 7,51,711/- in FY 2014. 22. CHANGE IN NATURE OF BUSNIESS There is no change in nature of business of the Company during the year under review. 23. PARTICULARS OF EMPLOYEES The particulars of employees required under Sub-rule 2 to Rule 5 of Companies(Appointment and Remuneration of the Managerial Personnel) Rules, 2014 framed under Companies Act, 2013 are required to be included in this Report. However, pursuant to provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information, is being sent to all the Members of your Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary of the Company. The same shall also be available for inspection by members at Registered Office of your Company. Further, There is no employee in the Company in receipt of remuneration aggregating more than Rs.60,00,000 per annum being employed throughout the financial year and Rs.5,00,000 or more per month being employed for part of the year. 24. EXTRACT OF ANNUAL RETURN The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the "Act") is enclosed as Annexure in the prescribed Form MGT-9 and forms part of this Report. 25. NUMBER OF MEETINGS OF THE BOARD Nine (9) meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to the Corporate Governance Report, which forms part of this Report. 26. INDEPENDENT DIRECTORS' DECLARATION Ms. Vandana Garg, Mr. Subhas Kumar Bansal and Mr.Vinod Kumar Shisodia who are Independent Directors of the Company, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and revised Clause 49 of the Listing Agreements. Further, there has been no change in the circumstances which may affect their status as independent director during the year. 27. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in the Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed as Annexure in the prescribed Form MGT-9 and forms part of this Report. 28. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT As per the requirement of the Listing Agreement, Company has formulated Code of Conduct for the Board members and senior management personnel of the Company so that the Company's business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company. All Board members and senior management personnel have affirmed compliance with the Code of Conduct. Declaration by the Chairman It is hereby declared that the Company has obtained from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the said Code of Conduct 31. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES The particulars of contracts or arrangements with related parties referred to in Sub- Section (1) of Section 188 in the prescribed Form AOC-2 are given in Annexure. 32. INTERNAL CONTROL The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report. 33. RISK MANAGEMENT POLICY The Risk Management is overseen by the Audit Committee of the Company on a continuous basis, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company's objectives or threaten its existence. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. 34. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report. 35. PARTICULARS OF REMUNERATION The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is follows:- a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year: No remuneration paid to any director during the financial year 2014-15. b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year: No remuneration paid to any director during the financial year 2014-15. Being the Chief Financial Officer, Company Secretary appointed during the year financial year 2014 - 15, details of increase in remuneration not applicable. c. The percentage increase in the median remuneration of employees in the financial year 2014-15 : Not applicable. d. The number of permanent employees on the rolls of company are nine (9) e. The explanation on the relationship between average increase in remuneration and company performance: Not Applicable j. The key parameters for any variable component of remuneration availed by the directors; Not applicable k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; Not applicable l. Affirmation that the remuneration is as per the remuneration policy of the Company The Company's remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company. 36. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company. 37. GREEN INITIATIVE The Company has implemented the Green Initiative to enable electronic delievery of notice/ documents annual reports to the shareholders. Electronic copies of the Annual Report 2015 and the notice of the 24th Annual General Meeting are sent all members whose email addresses are registered with the Company/ Depository Participant(s) for members, who have not registered their e-mail addresses, physical copies of the Annual Report 2015 and the Notice of the 24th Annual General Meeting are sent in permitted mode. Members requiring a physical copy may send a request to the Company Secretary. The Company is providing e-voting facility to all members to enable them to caste their votes electronically on all resolution set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 read with relavant rules thereon. The instruction for e-voting are provided in the notice of the AGM. ACKNOWLEDGEMENTS Your Director acknowledge with gratitude and wishes to plays on record its appreciation for the dedication and commitment of your Companies employees at all levels which has continued to be our major strength. Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company's resources for sustainable and profitable growth. Your Directors also thank the shareholders, investors, customers, visitors to our websites, business partners, bankers and other stakeholders for their confidence in the Company and its management and look forward for their continuous support. BY ORDER OF THE BOARD OF DIRECTORS IM+ CAPITALS LIMITED Sd/- (Prabhu Nath Misra) Director Sd/- (Pradeep Misra) Director Date: 30.05.2015 Place: New Delhi |