| Dear Members,
The Board of Directors has pleasure in presenting the 2nd Annual
Report of your Company along with the Audited Financial Statements for
the Financial Year ended on 31st March, 2015. With the introduction of
new Companies Act, 2013 the company has made appropriate disclosures in
this Board report with the objective of accountability and transparency
in the working of the Company and to make you aware about the working
and future perspective of the Company.
1. FINANCIAL SUMMARY OR HIGHLIGHTS
RESULTS OF OUR OPERATIONS (STANDALONE)
(Rs.)
Year ended Period ended
March 31st, March 31st,
PARTICULARS 2015 2014
(Amount in (Amount in
Rs.) Rs.)
Net Sales/Income from operations 61,94,025.00 5,35,889.00
Other Operating Incomes 0.00 0.00
Other Incomes 28,26,728.øø 3,81,061.00
Total Revenue 90,20,753.00 9,16,950.00
Total Expenses 1,19,33,476.00 6,96,616.00
Net Profit Before Taxation -29,12,723.00 2,20,334.00
DTA/Tax Expenses: 8,97,100.00 -68647.00
Profit For The Period -20,15,623.00 1,51,687.00
Surplus-Opening Balance 1,51,687.00 -
Addition during the year -20,15,623.00 1,51,687.00
APPROPRIATIONS
Amount transferred to General Reserve - -
Interim Dividend - -
Dividend - -
Total Dividend - -
Dividend Tax - -
Surplus- Closing Balance -18,64,324.00 1,51,687.00
Earnings Per Share:
Basic -0.41 0.24
Diluted -0.41 0.24
2. DETAILED REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF
SUBSIDIARIES
There is no subsidiary of the company.
3. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY
Information on the operational, financial performance, etc. of the
Company is given in the Management Discussion and Analysis Report,
which is annexed to this Report and has been prepared in accordance
with Clause 52 of the Listing Agreement.
4. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during
the financial year 2014-15.
5. DIVIDEND(S)
Your Directors have recommended no Dividend.
6. FIXED DEPOSITS
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.
7. CHANGE IN SHARE CAPITAL DURING THE FINANCIAL YEAR 2014-15
The Company has increased its Authorized Share Capital from Rs. 4, 90,
00, 0000/- to Rs. 6, 50, 00,000/- during the financial Year 2014-15.
8. DIRECTORS
Mr. Jawahar Lai Agarwal, (DIN 02648829) Director of the Company, who
retires by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.
9. INITIAL PUBLIC OFFER (IPO)
As you are aware that your Company brought an issue (opening date- 16th
October, 2014 closing date- 27th October, 2014) aggregating to Rs. 2
Cores comprising of 20 Lacs equity shares of Rs. 10/- each.
We are pleased to inform you that the issue closed successfully with a
record subscription and the company got listed on 12th November, 2014
on SME Platform of BSE.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134 (5) of the
Companies Act, 2013, your Directors, based on the representation
received from the Operating Management and after due enquiry, confirm
that :
(i) In the preparation of the annual accounts for the financial year
ended on 31st March, 2015, the applicable Accounting Standards have
been followed and there are no material departures from the same;
(ii) The selected accounting policies were applied consistently and the
Directors 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 as at 31st March, 2015 and of the Loss of the Company for that
period.
(iii) 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;
(iv) The annual accounts have been prepared on a 'going concern' basis.
(v) The Internal financial controls have been laid by the Company and
such financial controls are adequate and were operating effectively.
(vi) Proper systems had been devised in compliance with the provision
of the all applicable laws and such systems were adequate and operating
effectively.
11. CORPORATE GOVERNANCE REPORT
Pursuant to Clause 52 of the Listing Agreement, the report on Corporate
Governance together with the Practising Company Secretary Certificate
on compliance in this regard and Managing Director's declaration
regarding compliance of Code of Conduct by Board Members and Senior
Management Personnel is attached and forms part of this Annual Report.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing
Agreements with the Stock Exchanges is annexed and forms part of the
Directors' Report.
13. AUDITORS REPORT
There are no qualifications in Auditors Report.
14. DETAILS OF THE STOCK EXCHANGES WHERE THE SHARES ARE LISTED
The Company's Equity Shares are presently listed at the following Stock
Exchanges:
Bombay Stock Exchange Ltd. (BSE), SME Platform
The Company has paid Annual Listing Fee of the concerned Stock
Exchange.
15. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
There is no subsidiary company of the Company.
16. EXTRACT OF ANNUAL RETURN IN FORM NO. MGT-9 AS PER THE REQUIREMENT
OF SECTION 92(3), SECTION 134 (3) (a) AND RULE 11 OF THE COMPANIES
(MANAGEMENT AND ADMINISTRATION) RULES, 2014
In compliance with the above said section the extract of the Annual
Return have been annexed with this board report in form MGT-9 as
Annexure - I.
17. NUMBER OF MEETINGS OF THE BOARD
There were Nineteen (19) meetings of the Board of Directors held during
the financial year 2014-15. Details of each meeting of the Board of
Directors have been provided under Corporate Governance Report, which
forms part of this Annual Report.
18. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION
149(6) OF COMPANIES ACT, 2013
Presently the Company has three Independent and Non- Executive
Directors namely Mr. Avanish Kumar, Mr. Nitin Kumar Omar and Ms. Purvi
Misra who have given declaration that they meet the eligibility
criteria of independence as provided in sub-section (6) of Section 149.
19. DISCLOSURE IN RELATION TO THE VIGIL MECHANISM
The Board of Directors of your Company in its meeting held on 5th
November, 2014 has adopted the Vigil Mechanism Policy. The Vigil
Mechanism Policy is uploaded on company's website www. infraville. info
20. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT OF THE
COMPANY
In accordance with the requirement of Corporate Governance the Board of
Directors of the Company has formulated a code of conduct for Directors
and Senior Management of the Company, the Compliance of which have been
affirmed by all Board Members and Senior Management of the Company. The
required declaration to this effect signed by CEO, i.e. Managing
Director is appended as a separate Annexure to this report.
21. CODE FOR PREVENTION OF INSIDER TRADING
In accordance with the Securities and Exchange Board of India
(Prohibition of Insider Trading), Regulation, 1992, as amended in
February, 2002, the Board of Directors of the Company has formulated
the Code of Conduct for prevention of Insider Trading in the Shares of
the Company by its Directors and Employees. Same can also be found on
company's website www.infraville.info
22. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY
PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)
The Board of Directors of your Company in its meeting held on 14th
July, 2014 has constituted the Nomination and Remuneration Committee.
Details of the Nomination and Remuneration Committee and Nomination and
Remuneration Policy have been provided under Corporate Governance
Report, which forms part of this Annual Report. Same can also be found
on company's website www.infraville. info
23. COMPOSITION OF AUDIT COMMITTEE
The composition of Audit Committee as on 31st March, 2015 is as under:
Composition of Audit Committee as on 31st March, 2015
Name of the Ms. Purvi Misra Mr. Nitin Kumar Omar
Director(s)
(DIN 06858875) (DIN 06863527)
Designation Chairperson Member
Category Independent Director Independent Director
Name of the Mr. Jawahar Lal
Director(s) Agarwal
(DIN 02648829)
Designation Member
Category Executive Director
Details of the composition of the Audit Committee, its meeting, power,
role etc. have been provided under Corporate Governance Report, which
forms part of this Annual Report.
24. CORPORATE SOCIAL RESPONSIBILITY POLICY
The Company do not fall under the categories of the companies as
mentioned under section 135 of Companies Act, 2015 and rule 8 (1) of
Companies (CSR POLICY) Rules, 2014, therefore we still have not made
any CSR policy.
25. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) AND CLAUSE
49 IV (B)
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 Committees.
The manner in which the evaluation has been carried out has been
provided under Corporate Governance Report, which forms part of this
Annual Report.
26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
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 are given in the notes
to the financial statements.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES IN
THE ANNEXUED FORM AOC-2.
The company has adopted a related party transaction policy which is
also available on the company's website www.infraville.info . In the
policy, material contracts has been defined as any contract or
transaction or arrangement are considered material if the
transaction(s) to be entered into individually or taken together with
previous transactions during a financial year, exceeds 10% of the
annual consolidated turnover of the Company as per the last audited
financial statement of the company.
As there are no such transactions has been entered by the company so no
AOC-2 is required to be given in this report.
28. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE
APPOINTED OR HAVE RESIGNED DURING THE YEAR
Ms. Purvi Misra (DIN- 06858875) has been appointed on 7th May, 2014 as
an Independent and Non- Executive Director and a Women Director as per
the requirement of the Companies Act, 2013 and Rule 3 of Companies
(Appointment and Qualifications of Directors) Rules, 2014 as approved
by the Board of Directors and shareholders of the company.
Ms Purvi is a Chartered Accountant. She holds a Bachelor's degree in
commerce. She has more than three years of experience in accounts &
finance.
Mr. Avanish Kumar (DIN- 06852656) has been appointed on 7th May, 2014
as an Independent and Non-Executive Director as per the requirement of
Companies Act, 2013 and Rule 4 of Companies (Appointment and
Qualifications of Directors) Rules, 2014 as approved by the Board of
Directors and shareholders of the company.
Mr. Avanish is a Chartered Accountant. He holds a Bachelor's degree in
commerce. He has more than three years of experience in accounts &
finance.
Mr. Nitin Kumar Omar (DIN- 06863527) has been appointed on 7th May,
2014 as an Independent and Non-Executive Director as per the
requirement of clause 49 of Listing Agreement and Rule 3 of Companies
(Appointment and Qualifications of Directors) Rules, 2014 as approved
by the Board of Directors and shareholders of the company.
Mr. Nitin is a Chartered Accountant. He holds a Bachelor's degree in
commerce. He has more than three years of experience in accounts,
finance and teaching.
Mr. Vivek Gupta (DIN- 06669721) has been appointed on 7th May, 2014 as
Managing Director and as per the requirement of Companies Act, 2013 and
Rule 4 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as approved by the Board of Directors and
shareholders of the company.
Mr. Vivek is software Engineer. He holds a bachelor's degree in
science.
Ms. Kratika Agarwal (PAN- BMTPA3288A) has been appointed on 11th April,
2014 as Chief Financial Officer as per the requirement of Companies
Act, 2013 and Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as approved by the Board of Directors and
shareholders of the company.
Ms Kratika is an MBA. She holds a bachelor degree in commerce.
Mr. Gaurav Srivastava (PAN- EWMPS6938B) has been appointed on 11th
April, 2014 as Company Secretary as per the requirement of Companies
Act, 2013 and Rule 3 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as approved by the Nomination and
Remuneration Committee and Board of Directors.
Mr. Gaurav is a Company Secretary. He is the member of the Institute of
Company secretaries of India. He has more than 2 years experience in
the relative field.
Ms. Meena Agarwal (DIN- 02649280) resigned from the directorship of the
company with effect from 10th May, 2014.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an independent Internal Control System, commensurate
with the size, scale and Complexity of its operations. The Audit
Committee of the Company has been delegated power to review the
internal control systems and its adequacy.
The Audit Committee monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the
Company and its branches.
31. AUDITORS
1) Statutory Auditors
The Statutory Auditors i.e. M/s V. P. Aditya & Company, Chartered
Accountants, Kanpur appointed on 7th May, 2014 by the shareholders of
the company.
2) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. Satyam Omar, a
Company Secretary in Practice to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Audit Report is annexed
herewith. There are no qualifications in the Report of Secretarial
Auditor.
3) Internal Auditor
The Company had appointed Mr. Himanshu Jain as the Internal Auditor of
the Company for the FY- 2014- 2015.
32. DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The company has given remuneration according to the remuneration policy
formulated by the Company.
1) THE RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES
REMUNERATION OF THE COMPANY FOR THE FY 2014-2015
S.NO NAME DESIGNATION CTC MEDIAN RATIO
. EMPLOYEE
SALARY
1 Jawahar Lal Director 0 10000 0
Agarwal
2 Vivek Gupta Managing 290000 10000 29:1
Director
3 Purvi Misra Independent 0 10000 0
Director
4 Nitin Kumar Independent 0 10000 0
Omar Director
5 Avanish Kumar Independent 0 10000 0
Director
2) THE PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR, CHIEF
FINANCIAL OFFICER, CHIEF EXECUTIVE OFFICER, COMPANY SECRETARY OR
MANAGER, IN THE FINANCIAL YEAR 2014- 2015
S. Name Designati Remuneratio Remuneratio
No on n Paid in FY n Paid in FY
2013-2014 2014-2015
1. Vivek Managing NA 290000
Gupta Director
2. Jawahar Lal Director 0 0
Agarwal
3. Purvi Misra Independe NA 0
nt Director
4. Nitin Independe NA 0
Kumar nt Director
Omar
5. Avanish Independe NA 0
Kumar nt Director
6. Gaurav Company NA 180000
Srivastava Secretary
7. Kratika Chief NA 180000
Agarwal Financial
Officer
S. Name Change Percentag Remarks
No e
1. Vivek 290000 100% Appointed
Gupta as MD in
FY2014-
15
2. Jawahar Lal 0 0.00% No Change
Agarwal
3. Purvi Misra 0 0.00% Became
Director
in FY
2014-15
4. Nitin 0 0.00% Became
Kumar Director
Omar in FY
2014-15
5. Avanish 0 0.00% Became
Kumar Director
in FY
2014-15
6. Gaurav 180000 100% Appointed
Srivastava in
FY2014-
15
7. Kratika 180000 100% Appointed
Agarwal in
FY2014-
15
3) THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN
THE FINANCIAL YEAR
The details of percentage increase in the median remuneration of
employees in the Financial Year are as follows:-
Median (Common employees between Apr-14 & Mar-15)
Remuneration of Apr-14 Remuneration of Mar-15 Increase Percentage
(Total earning (Total earning Employer
Employer PF) PF)
10000 10000 0 0.00%
4) THE EXPLANATION ON THE RELATIONSHIP BETWEEN AVERAGE INCREASE IN
REMUNERATION AND COMPANY PERFORMANCES
Total Total Average Revenue in Revenue in
remuneration remuneration Increase in the FY 2013- the FY 2014-
paid in FY paid in FY Remuneration 2014 2015
2013-2014 2014-2015
1,12,000 9,19,733 721% 9,16,950.00 90,20,753.00
COMPANY PERFORMANCE
PARTICULARS FINANCIAL YEAR 2013- FINANCIAL YEAR 2014-
2014 2015
TOTAL REVENUE 9,16,950.00 90,20,753.00
PROFIT BEFORE 2,20,334.00 -29,12,723.00
TAX
PROFIT AFTER 1,51,687.00 -20,15,623.00
TAX
There is 883.77% increase in the revenue of the Company from the
previous financial Year and there is a loss after tax of the Company.
The increase in the remuneration is because of the increase in the
number of employees and this can be justified as the company was
incorporate on 9th October, 2013.
5) COMPARISON OF THE REMUNERATION OF THE KEY MANAGERIAL PERSONNEL
AGAINST THE PERFORMANCE OF THE COMPANY
The comparison of the remuneration of the Key Managerial Personnel
against the performance of the company has been explained below:
Remuneration Total Revenue in Total Revenue in % Increase in
of the KMP FY 2013-2014 FY 2014-2015 Revenue
6,50,000 9,16,950.00 90,20,753.00 883.77%
6) AVERAGE PERCENTILE INCREASE ALREADY MADE IN THE SALARIES OF
EMPLOYEES OTHER THAN THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL
YEAR AND ITS COMPARISON WITH THE PERCENTILE INCREASE IN THE MANAGERIAL
REMUNERATION AND JUSTIFICATION THEREOF AND POINT OUT IF THERE ARE ANY
EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN THE MANAGERIAL REMUNERATION
The details relating to the average percentile increase in the salary
from last financial year is as follows:
Average Average percentile Average percentile
percentile increase in increase in
increase in remuneration paid to remuneration paid to
remuneration employee excluding key managerial
paid to key managerial personnel for the FY
employee personnel for the FY 2013-2014
excluding key 2014-2015
managerial
personnel for
the FY 2013-
2014
NA 240.83% NA
Average Average
percentile percentile
increase in increase in
remuneration remuneration
paid to paid to key
employee managerial
excluding key personnel for
managerial the FY 2014-
personnel for 2015
the FY 2013-
2014
NA 100.00%
7) THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION
AVAILED BY THE DIRECTORS;
There is no variable component in the remuneration availed by the
Directors.
8) THE RATIO OF REMUNERATION OF THE HIGHEST PAID DIRECTORS TO THAT OF
THE EMPLOYEES WHO ARE NOT DIRECTORS BUT RECEIVE REMUNERATION IN EXCESS
OF THE HIGHEST PAID DIRECTORS DURING THE YEAR
There is no employee in the Company who receive remuneration in excess
of the highest paid Director during the Year.
33. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE
Directors of the Company are not related to each other in accordance
with section 2 (77) of the Companies Act, 2013 and Rule 4 of the
Companies (Specification of Definitions Details) Rules, 2014.
34. DISCLOSURE ON NO. OF SHARES AND CONVERTIBLE DEBENTURES HELD BY
NON-EXECUTIVE DIRECTORS
No Equity share is held by the Non- Executive Director of the Company
as on 31st March, 2015. No Convertible Debentures has been issued by
the Company as on 31st March, 2015.
35. DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (1) OF
THE COMPANIES ACT, 2013
No material changes and commitments, have taken place between the end
of the financial year of the company to which the balance sheet relates
and the date of report, which affects the financial position of the
Company.
36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO
Particulars relating to the conservation of energy, technology
absorption given as Companies (Disclosure of particulars in report of
Board of Directors) Rules, 1988 are not applicable to the Company due
to the nature of the Company's business operations, being an Online
Shopping Company.
There has been no Foreign Exchange outgo during the period under
review.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation for the
valuable support and co-operation received from sub-brokers, business
associates, vendors, bankers, financial institutions, investors,
stakeholders, registrar and share transfer agent, other business
affiliates and media.
The Board places on record its sincere appreciation towards the
Company's valued customers for the support and confidence reposed by
them in the organization and the stakeholders for their continued co-
operation and support to the company and looks forward to the
continuance of this supportive relationship in future.
Your Directors also place on record their deep sense of appreciation
for the devoted services of the employees during the year under review.
For and on Behalf of the Board
Sd/-
Vivek Gupta
(Managing Director)
DIN:06669721
Place: Bangalore
Date: 31/08/2015
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