| The Directors are pleased to present 33rd Annual Report and the
audited financial statements for the financial year ended on 315tMarch,
2015.
HIGHLIGHTS OF PERFORMANCE
Your Company recorded a Net Sales of Rs. 122406113 in 2014-15 as
compared to Rs. 79149077 in the previous year with a corresponding
profit before tax of Rs. 21.604,551 as compared to Rs. 15,525,571.
FINANCIAL RESULTS:
The financial performance of the Company, for the year ended on 31st
March, 2015 is summarized below:
RESULTS OF OPERATIONS:
During the year under review, the consolidated gross sales grew by
43%., the Company has earned total revenue of Rs. 18,08,83,335.
The PB1DT increased by 17 % to Rs. 12291218 and the Profit Before Tax
increased 'by 28% to Rs. 60,78,980.
The Profit after Tax has increased to Rs. 14.928.744 as compared to
Rs.10,728,169 in the previous year and the EPS has increased from Re
1.485 in the previous year to Rs. L067. A detailed analysis of
performance for the year has been included in the Management Discussion
and Analysis, which forms part of the Annual Report.
DIVIDEND:
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and do not recommend any dividend for the
year ended 315t March, 2015.
MATERIAL CHANGES AND COMMITMENTS:
i) CHANGE IN THE NAMK OF THE COMPANY
During the year, your Company changed its name from Indo-Pacific
Software and Entertainment Limited to indo Pacific Projects Limited.
The Registrar of Companies Mumbai had confirmed that the new name is
available for registration under Section 4(5)of the Companies Act, 2013
and issued fresh Certificate of Incorporation pursuant to change of
name on 08/12/2014.Also all the required compliances related to BSE
were done by the Company.
CHANGE TN THE NATURE OF BUSINESS:
During the year under review, there is no change in the nature of
business of the company.
DEPOSITS:
During the year under review, the Company did not accepted any deposits
from the public within the ambit of section 73 of the Companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
Pursuant to Section 186 of the Companies Act, 2013, the detaiis of the
Loans given, guarantees on securities provided and investments made are
provided in the notes to the financial statement. (Please refer to Note
10 to the financial statement).
CORPORATE GOVERNANCE:
The Company has complied with the Corporate Governance requirements
under the Act and as stipulated under clause 49 of the Listing
Agreement. A separate section on detailed report on the Corporate
Governance practices followed by the Company under the Listing
Agreement.
MANAGEMENT DISCUSSION AND ANALYSIS [MDA]:
MDA, for the year under review, as stipulated under clause 49 of the
Listing Agreement, is presented in a separate section forming part of
this Annual Report,
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered during the financial
year were in the ordinary course of business and on an arm's length
basis. There were no materially significant related party transactions
entered into by the Company with Promoters, Directors, Key Managerial
Personnel or other persons which may have a potential conflict with the
interest of the Company.
Since all related party transactions entered into by the Company were
in the ordinary course of business and were on an arm's length basis,
Form AOC- 2 is not applicable to the Company.
DIRECTORS:
I. RETIREMENT BY ROTATION:
In accordance with the provisions of section 152[6] of the Act and in
terms of Articles of Association of the Company Ms.Archana Wani and
Mr.Nandkumar Harchandani will retire by rotation at the ensuing Annual
General Meeting and being eligible, offer them self for reappointment.
The Board recommendstheir reappointment.
III. DECLARATION BY INDEPENDENT DEFECTORS:
The Independent Directors have submitted their declarations of
independence, as required pursuant to the provisions of section 149(7}
of the Act, stating that they meet the criteria of independence as
provided in section 149[6].
IV. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT:
As required under clause 49 of the Listing Agreement, particulars of
the Directors retiring by rotation and seeking appointment /
reappointment at the ensuing Annual General Meeting is annexed to the
notice convening 33rdAnnual General Meeting.
VI. BOARD EVALUATION:
Pursuant to the provisions of the Act and Rules made there under and as
provided under Schedule IV of the Act and clause 49 of the Listing
Agreement, the Board has carried out the annual performance evaluation
of itself, the Directors individually as well as the evaluation of its
committees. The manner in which the evaluation was carried out is
provided in the Corporate Governance Report, which is part of this
Annual Report.
VH. REMUNERATION POLICY:
The Board has on the recommendations of Nomination and Remuneration
Committee, framed a Policy on selection and appointment of Directors,
Senior Management and their remuneration.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of section 134[3][c] of the Act, your Directors state that:
j. in the preparation of the annual financial statements for the year
ended on 31st March, 2015, applicable accounting standards read with
requirements set out under schedule 111 of the Act, have been followed
along with proper explanation relating to material departures, if any,
ii. such accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 315tMarch, 2015 and of the profit of the company for
the year ended on that date,
iii. proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for prevention and
detection of fraud and other irregularities,
iv. the annual financial statements are prepared on a going concern
basis,
v. proper internal financial controls are in place and that the
financial controls are adequate and are operating effectively and vi.
the systems to ensure compliance with the provisions of all applicable
laws are in place and are adequate and operating effectively.
BOARD MEETINGS:
During the year under review 5(Six) Board Meetings were convened and
held, the details of which are given in the Corporate Governance
Report. The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013.
The details of constitution of the Board and it Committees are given in
the Corporate Governance Report.
AUDITORS:
I. STATUTORY AUDITOR AND THED3 REPORT:
At the Annual General Meeting held on September 30, 2015, M/s. Sanjay
S. Agarwal & Company, Chartered Accountants, were appointed as
Statutory Auditors of the Company to hold office till the conclusion of
the 35,fl Annual General Meeting. In terms of first proviso to section
139 of the Companies Act, 2013, the appointment of the Auditors shall
be placed for ratification at every Annual General Meeting.
Accordingly, the appointment of M/s. Sanjay S. Agarwal & Company,
Chartered Accountants, as Statutory Auditors of the Company will be
placed for ratification by the Shareholders. In this regard, the
Company has received a certificate from the Auditors to effect that if
their appointment is ratified, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
The Notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
BUSINESS RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation
process is in place. The objective of the mechanism is to minimize the
impact of risks identified and taking advance actions to mitigate it.
The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to
identify, evaluate, monitor and manage both business and non-business
risks.
Discussion on risks and concerns are covered in the Management
Discussion and Analysis Report, which forms part of this Annual Report,
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:
The Company has internal control systems commensurate with the size,
scale and complexity of its business operations. The scope and
functions of internal auditor are defined and reviewed by the Audit
committee. The internal auditor reports to the Chairman of the Audit
Committee. Internal Auditors presents their quarterly report to the
Audit Committee, highlighting various observations, system and
procedure lapses and corrective actions are taken. The internal auditor
also assesses opportunities for improvement of business processes,
systems and controls, to provide recommendations, which can add value
to the organization and it also follows up on the implementation of
corrective actions and processes. The Management Auditor also ensures
the compliance of the observations of internal and statutory auditors
and presents his report to the Audit Committee.
VIGIL MECHANISM:
The Company has established vigil mechanism policy for Directors and
employees to report concerns about unethical behaviour, actual or
suspected fraud or violation of Company's Code of Conduct or Ethics
Policy.
EXTRACT OF ANNUAL RETURN:
The relevant information in prescribed Form No.MGT-9 pertaining to
extract of Annual Return is attached to this Report as Annexure-"A".
COMMITTEES:
The composition of the board committees of the company are as under:
I). AUDIT COMMITTEE
Sr.
No. Name Designation Position in
Committee
1. Mr. Anil Admane Non-Executive- Chairman
Independent
Director
2 Mr. Ashok Purohit Non-Executive- Member
Independent
Director
3 Mr. Nandkumar
Harchandani Managing Director Member
2) THE NOMINATION & REMUNERATION/ COMPENSATION COMMITTEE
Sr.
No. Name Designation Position in
Committee
1 Mr, Ashok Purohit Non-Executive- Chairman
Independent
Director
2 Mr. Anil Ad mane Non-Executive- Member
Independent
Director
3 Ms. Archana D Wani Executive
Director Member
3) STAKEHOLDERS RELATION COMMITTEE
Sr.
No. Name Designation Position in
Committee
1. Mr. Ashok Purohit Non-Executive- Chairman
Independent
Director
2 Mrs. Archana Admane Non-Executive- Member
Independent
Director
3 Ms. Archana Wani Executive
Director Member
PARTICULARS OF EMPLOYEES:
There is no employee drawing salary exceeding the limit prescribed
under section 197 of the Act read with Rule 5[1] of The Companies
[Appointment and Remuneration of Managerial Personnel] Rules, 2014,
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under section
134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, is
provided as under:
HCOASERVATION UCENCRGY:
The Company does not use any technology or energy for its existing
business except for the electricity used in offices and at the sites of
the company which is not a significant part of the construction cost,
hence it is not practicable to furnish the information in this
connection.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In terms of provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has
formulated a Policy to prevent Sexual Harassment of Women at Workplace.
During the year under review, there were Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant material orders passed by the Regulators or
Courts or Tribunal which would impact the going concern status of the
Company and its future operation.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this
report for the items prescribed in sectionl34 [3] of the Act and Rule 8
of The Companies [Accounts] Rules, 2014 to the extent the transactions
took place on those items during the year.
ACKNOWLEDG EMENT:
Your Directors wish to place on record their sincere appreciation for
significant contributions made by the employees at all levels through
their dedication, hard work and commitment, enabling the Company to
achieve good performance during the year under review.
Date: 26/05/2015 FOR AND ON BEHALF OF THE BOARD
Place: Nagpur Sd/-
(NandKumar K.. Harchandani)
Chairman | 