IEML Annual Report 2014-15 D.pmd

Transcription

Annual Report 2014-15
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INDIA EXPOSITION MART LTD.
Registered Office: Plot No. 1, 210, Atlantic Plaza, 2nd Floor,
Local Shopping Centre, Mayur Vihar, Phase-1, Delhi - 110 091
CIN: U99999DL2001PLC110396
NOTICE
NOTICE is hereby given that the 14th Annual General Meeting of the members of India Exposition Mart Limited will
be held on Monday, December 28, 2015 at 10 A.M. at Govt. Servants Co-operative House Building Society Ltd.,
Kalyan Kendra, 9, Paschimi Marg, Vasant Vihar, New Delhi - 110057, to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited financial statements of the company for the Financial year ended 31st
March, 2015, including the audited Balance Sheet as at March 31, 2015 and the Statement of Profit & Loss for
the year ended on that date and the report of the Board of Directors ('the Board') and Auditors thereon
2. To declare dividend for Financial year 2014-15
3. To appoint a Director in place of Mr. Ikramul Haq (DIN 00474413), who retires by rotation and being eligible offers
himself for re-appointment
4. To appoint a Director in place of Mr. Suresh Kumar Gupta (DIN 00946085), who retires by rotation and being
eligible offers himself for re-appointment
6. To appoint a Director in place of Mr. Vivek Vikas (DIN 01494586), who retires by rotation and being eligible offers
himself for re-appointment
7. To appoint M/s Jain Kapila Associates, Chartered Accountants, as Auditors of the Company to hold office from
the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix
their remuneration for the financial year ending March 31, 2016
SPECIAL BUSINESS
8. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution:
"RESOLVED THAT pursuant to the provisions of Section 149, 150 and 152 and other applicable provisions, if any,
of the Companies Act, 2013 and the rules made thereunder, read with Schedule IV of the said act, Mr. Raj Kumar
Malhotra (DIN: 00464783), who was appointed as a Director retiring by rotation of the company w.e.f. 29th
September, 2003 and who has submitted a declaration that he meets the criteria of independence as provided in
Section 149(6) of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing
pursuant to Section 160 of the Companies Act, 2013 proposing his candidature for the office of the Director, be
and is hereby appointed as an Independent Director of the company to hold office for a term upto three consecutive
years commencing from conclusion of 14th AGM, whose period of Office shall not be liable to determination by
retirement of directors by rotation".
Resolution:
of the Companies Act, 2013 and the rules made thereunder, read with Schedule IV of the said act, Mr. Ravinder
Kumar Passi (DIN: 00212905), who was appointed as a Director retiring by rotation of the company w.e.f. 30th
September, 2013 and who has submitted a declaration that he meets the criteria of independence as provided in
Section 149(6) of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing
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5. To appoint a Director in place of Mr. Babu Lal Dosi (DIN 00217899), who retires by rotation and being eligible
offers himself for re-appointment
Resolution:
of the Companies Act, 2013 and the rules made thereunder, read with Schedule IV of the said act, Mr. Sudhir
Tyagi (DIN: 01449590), who was appointed as a Director retiring by rotation of the company w.e.f. 12th April,
2001, and who has submitted a declaration that he meets the criteria of independence as provided in Section
149(6) of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing
By order of the Board
November 17, 2015
New Delhi
Sakshi Sharma
(Company Secretary)
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NOTES
1. An explanatory statement pursuant to Section 102 of the Companies Act 2013 ('Act') in respect of the Special
Business under Item Nos. 8 to 10 of the notice, is annexed hereto. Profile of directors seeking appointment / reappointment is enclosed herewith.
2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on poll on
his/her behalf and the proxy need not be a member of the company.
A person can act as a proxy on behalf of not more than fifty members and holding in aggregate not more than ten
percent of the total Share Capital of the Company. Members holding more than ten percent of the total Share
Capital of the Company may appoint a single person as proxy, who shall not act as a proxy for any other Member.
The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company,
duly completed and signed, not later than 48 hours before the commencement of the meeting. A Proxy Form is
annexed to this Report. Proxies submitted on behalf of limited companies etc., must be supported by an appropriate
resolution / authority, as applicable.
3. Corporate members intending to send their authorized representatives to attend the meeting are requested to
send a certified copy of the Board resolution to the company, authorizing their representative to attend and vote
on their behalf at the meeting.
4. Members are requested to address all their correspondence including change of address, share transfer etc., at
the Company's Registered Office situated at Plot No. 1, 210, Atlantic Plaza, 2nd Floor, Local Shopping Centre,
Mayur Vihar Phase-I, Delhi - 110 091 or email at cs@indiaexpocentre.com
5. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there under,
companies can serve Annual Reports and other communications through electronic mode to those Members who
have registered their email address with the Company. To support the 'Green Initiative', Members who have not
registered their email address with the Company are requested to register the same by submitting a duly filled-in
'E-communication Registration Form' available on the website of the Company www.indiaexpomart.com. The
notice is being sent to all the members, whose names appeared in the Register of members as on November 17,
2015. The notice is also posted on the website of the company, www.indiaexpomart.com and are also available
for inspection at the Company's Registered Office and Corporate Office during specified office hours. The Notice
of AGM, Annual Report and Attendance Slip are being sent in electronic mode to Members whose email address
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are registered with the Company, unless the Members have registered their request for the hard copy of the
same. For members who have not registered their email addresses, physical copies are being sent by the permitted
mode.
6. Members who have received the Notice of AGM, Annual Report and Attendance Slip in electronic mode are
requested to print the Attendance Slip and submit a duly filled in Attendance Slip at the Registration Counter at
the AGM. Proxies attending the meeting on behalf of members are also requested to submit a duly filled in
Attendance Slip at the Registration Counter at the AGM.
7. All documents specifically stated to be open for inspection in the Explanatory Statement are open for inspection
at the Company's Registered Office and Corporate Office between 12 noon and 3 p.m on all working days
(except Saturdays, Sundays and Holidays) up to the date of the 14th Annual General Meeting. Such documents
shall also be available for inspection at the venue till the conclusion of the Fourteenth Annual General Meeting.
9. In terms of section 162, all resolutions in respect of reappointment of directors are to be voted individually.
Accordingly, the persons eligible for contesting for resolution 3, resolution 4, resolution 5 and resolution 6 need to
file their nomination for each resolution to enable the e-voting to be conducted separately for each resolution.
The voters will vote individually for each resolution being put to vote in terms of the notice, in respect of resolution
3, resolution 4, resolution 5 and resolution 6 in respect of appointment of directors. In case, there are more than
1 contestant (for resolution 3,4,5 &6), the voters are advised to vote by the desired marking in front of the
candidate to enable the company to consider and count the votes in a correct fashion. At the time of counting of
votes, the company will count the votes in favour of the person who has been marked favourably through e-voting
and/or voting at the venue. The number of votes will be on the basis of total shareholding in the name of each
voter. The person who gets the highest votes will be declared elected.
10. Remote E-voting
Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management & Administration)
Rules, 2014 substituted by Companies (Management & Administration) Amendment, Rules, 2015, the company
is pleased to provide the facility to Members to exercise their right to vote on the resolutions proposed to be
passed at AGM by electronic means. The facility of casting the votes by the members using an electronic voting
system from a place other than venue of the AGM ("remote e-voting") will be provided by National Securities
Depository Limited (NSDL).
11. The members may cast their votes on electronic voting system from place other than the venue of the meeting
(remote e-voting). The remote e-voting period will commence on Wednesday, December 23, 2015 at 10 a.m.
and will end on December 27, 2015, Sunday at 5 p.m. The remote e-voting facility shall be disabled by NSDL for
voting thereafter. In addition, the facility for voting through electronic voting system / polling paper, shall also be
made available at the AGM and the Members attending the AGM who have not cast their vote by remote evoting shall be eligible to vote at the AGM. Once the vote on a resolution is cast by the member, he/she shall not
be allowed to change it subsequently or cast vote again.
12. The Company has appointed Mr. Vaibhav Jain, Practicing Chartered Accountant of M/s Vinod Kumar & Associates
(M.No. 515700), to act as the Scrutinizer for providing facility to the members of the company, to scrutinize the
entire voting process in a fair and transparent manner. The Members desiring to vote through remote e-voting are
requested to refer to the detailed procedure given hereinafter.
13. In case of joint holders, attending the meeting, only such joint holder who is higher/first in the order of names, will
be entitled to vote at the Meeting.
14. Members whose names are recorded in the Register of Members with the company as on the Cut-off date i.e.
December 21, 2015, shall be entitled to avail the facility of remote e-voting or voting facility available at the
meeting, as the case may be.
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8. In terms of Special business placed under item no. 8, 9 and 10 for approval of the members pursuant to Section
149(6) read with rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014 and schedule IV
of Companies Act, 2013, the Directors shall maintain their office of Director under retiring by rotation, in case the
aforesaid resolutions are not passed in favour of appointment of Directors as Independent Directors.
PROCEDURE FOR REMOTE E-VOTING
15. The instructions for remote e-voting are as under:
(a) In case of Members receiving an e-mail from NSDL (for members whose email addresses are registered with
the company):
i.
Open the email and also open PDF file, namely "IEML remote e-Voting.pdf" attached to the e-mail, using
your Folio No. as password. The said PDF file contains your User ID and Password for e-voting. Please note
that the Password provided in PDF is an 'Initial Password'.
ii.
Open the internet browser and type the following URL https://www.evoting.nsdl.com/
iii. Click on Shareholder - Login.
iv. Put 'User ID' and 'Initial Password' as noted in step (i) above and click on 'Login'.
v.
Password change menu will appear on your screen. Change the Password with a new Password of your
choice with minimum 8 digits/characters or combination thereof. Please keep a note of the new Password. It
is strongly recommended not to share your Password with any other person and take utmost care to keep it
confidential.
vi. Once the Home page of e-voting opens, Click on Remote e-Voting: Active Voting Cycles.
vii. Select 'EVEN' (E-Voting event number) of India Exposition Mart Ltd.
viii. Now you are ready for remote e-voting as 'Cast Vote' page opens.
ix. Cast your vote by selecting appropriate option and click on 'Submit' and also 'Confirm' when prompted.
x.
Upon confirmation, the message 'Vote cast successfully' will be displayed.
xi. Once you have confirmed your vote on the resolution, you cannot modify your vote.
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xii. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/
JPG Format) of the relevant Board Resolution/ Authority Letter, along with attested specimen signature of the
duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer by an e-mail at
vaibhavjain@inmacs.com with a copy marked to evoting@nsdl.co.in.
(b) In case of members receiving physical copy of the Notice of AGM (for members whose email addresses are
not registered with the company or requesting physical copy)
i.
Initial Password is provided, as follows, attached with the Attendance Slip in the Annual Report.
USER ID
__
ii.
PASSWORD
__
Please follow all steps from Sr. No. (i) to Sr. No. (xii) mentioned above in (a), to cast vote.
16. In case of any queries, you may refer to the 'Frequently Asked Questions' (FAQs) and 'remote e-voting user
manual' available in downloads section of NSDL's e-voting website https://evoting.nsdl.com/. In case of any
grievances, you may contact Ms. Pallavi Mhatre, Assistant Manager of NSDL at 022-24994545 or call on Toll free
number 1800-222-990; email: pallavid@nsdl.co.in or evoting@nsdl.co.in who will also address grievances connected
with the voting by electronic means.
17. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/
PIN for casting your vote.
18. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used
for sending future communication(s).
19. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the
Company as on the cut-off date of December 21, 2015 and as per the Register of members of the Company. A
person who is not a member as on the cut-off date should treat this notice for information only.
20. Any person, who acquires shares of the Company and become member of the Company after dispatch of the
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Notice of the Annual General Meeting and holding shares as of the cut-off date i.e. December 21, 2015, may
obtain the login ID and password by sending a request at evoting@nsdl.co.in or the company. However, if you are
already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting
your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password"
option available on www.evoting.nsdl.com.
21. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and
password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User
Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.:
1800-222-990.
22. A person who has acquired the shares and has become a member of the Company after the dispatch of the
Notice of the AGM and prior to the Cut-off date i.e. December 21, 2015, shall be entitled to exercise his/her vote
through remote e-voting as well as voting at the AGM through the facility made available at the AGM.
23. The facility for voting, either through electronic voting system or polling paper, shall be made available at the
meeting and the members attending the AGM who have not already cast their votes by remote e-voting or
members whose email ids / links face unexpected errors, if any, shall be able to exercise their right at the AGM.
Members who have cast their votes by remote e-voting prior to the AGM may also attend the AGM but shall not
be entitled to cast their votes again.
25. The Scrutinizer shall immediately after the conclusion of voting at the Annual General Meeting, first count the
votes at the Annual General Meeting, thereafter unblock the votes cast through remote e-voting in the presence
of at least two witnesses not in the employment of the Company and make not later than three days of conclusion
of the meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the
Chairman or a person authorised by him in writing who shall countersign the same.
26. The Chairman or a person authorised by him in writing shall declare the result of voting forthwith.
27. The results of the electronic voting shall be declared after the AGM. The results along with the Scrutinizer's
Report, shall also be placed on the company's website www.indiaexpomart.com and on the website of NSDL
www.evoting.nsdl.com.
28. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of
the Companies Act, 2013 will be available for inspection at the Annual General Meeting.
CONTACT DETAILS
Company
: India Exposition Mart Limited
Regd office: Plot No. 1; 210 - Atlantic Plaza,
2nd Floor, Local Shopping Centre
Mayur Vihar, Phase-I, Delhi - 110091
CIN: U99999DL2001PLC110396
Email: cs@indiaexpocentre.com
M: 9350289100
E-voting Agency
: National Securities Depositories Ltd.
https://evoting.nsdl.com/
Contact on Toll free number 1800-222-990
Scrutiniser
: Mr. Vaibhav Jain
Practicing Chartered Accountant
M/s Vinod Kumar & Associates
Email: vaibhajain@inmacs.com
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24. At the Annual General Meeting, at the end of the discussion of the resolutions on which voting is to be held, the
Chairman shall with the assistance of the Scrutinizer order voting for all those members who are present but have
not cast their vote electronically using the remote e-voting facility.
STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
Item no. 8
The Board of Directors had appointed Mr. Raj Kumar Malhotra as a Director of the company as per provisions of the act.
Born on 28th July, 1953, Mr. Raj Kumar Malhotra, did his Graduation from Delhi University and has an experience of
more than 39 years as a Handicraft exporter. Chairman of M/s Asian Handicrafts Pvt. Ltd., Mr. Malhotra is an eminent
exporter of handicrafts and over a passage of time has created its own brand due to his progressive & proactive
approach. Asian Handicrafts Pvt. Ltd. today is a recognized brand in the area of Fashion Jewellery, Handicrafts,
Accessories, Gifts & Home Décor, Christmas-Decorations.
Mr. Malhotra is not only ardent supporter for upgrading the manufacturers but have also supported a large number of
manufacturers by getting the complex issues resolved like factory compliances, statutory requirement, testing, deliveries,
social reforms etc. He has served as Member of Board of Trade, Ministry of Commerce & Industry, Govt. of India as
well as Managing Committee of FIEO & NCDPD. During his tenure as Chairman in EPCH, Mr. Malhotra vissioned a
large number of awareness programs to educate the exporters' fraternity for promotion of handicraft sector. A large
number of awareness programs have been organized at different clusters itself for skill development, export marketing,
compliances and other industry related issues. He has been an Ex-member of the Managing committee of Federation
of Indian Export Organizations. Currently, he is Chairman of Asian Handicrafts Private Limited and a member of
committee of administration with Export Promotion council for Handicrafts.
Mr. Raj Kumar Malhotra holds 543400 number of equity shares in the company.
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The Board of Directors considers that in view of the background and experience of Mr. Raj Kumar Malhotra, it would
be in the interest of the Company to appoint him as an Independent Director of the Company.
The resolution seeks the approval of members for the appointment of Mr. Raj Kumar Malhotra as an Independent
Director of the company for a term upto three years and other applicable provisions of the Companies Act, 2013 and
the rules made thereunder. He will not be liable to retire by rotation. In the opinion of Board, Mr. Raj Kumar Malhotra,
the independent director proposed to be appointed fulfills the conditions, specified in the Companies Act, 2013 and
the rules made thereunder.
None of the Directors and/or Key Managerial Personnel of the Company and / or their relatives, except Mr. Raj Kumar
Malhotra to whom the resolution relates, is concerned or interested in the resolution. The relevant documents are
available for inspection and such documents shall be so made available for inspection in physical or in electronic form
during specified business hours at the Registered Office of the company and copies thereof shall also be made
available for inspection in physical or electronic form at the Head Office as well as Corporate Office of the company,
if any, if such office is situated elsewhere, and also at the Meeting.
The Board recommends the resolution set forth in Item no.8 for approval of the members.
Item no. 9
The Board of Directors had appointed Mr. Ravinder Kumar Passi as a Director of the company as per provisions of the act.
Born on 7th April, 1954, Mr. Ravinder Kumar Passi, did his Graduation in BA Economics and has served for the Export
promotion Council for handicrafts in various capacities and for one term from 2000 to 2001 as the youngest Chairman.
Having an experience of 35 years in Exports trade, Mr. Passi joined as Committee of Administration (COA) member of
EPCH. Mr. Passi is also one of the founder members (shareholder) of India Exposition Mart Limited (IEML) and has
earlier served as a Director appointed on 20th July, 2001 and as convener of then Project Execution committee of the
company. He currently is Co-Chairman at NCDPD ('National Centre for Design & Product Development').
The fields of activity in which Mr Ravinder Kumar Passi started explorations are nearly seventy seven in foreign
countries, which at that time was considered to be a dream i.e. motivating foreigners to buy and adopt Indian
Handicrafts articles. At a very young age, Mr. Ravinder Kumar Passi conceived the idea of hidden potential of
traditional craft and craftsmanship which prevailed in the remote areas. Inherited following business skill, firm
determination and an inherited desire to serve the country led him to the present position.
Mr. Ravinder K. Passi holds 520542 number of equity shares in the company. He is a director in EPCH, R.K.Arts Private
limited and Moodbucket Mobile Private Limited.
The Board of Directors considers that in view of the background and experience of Mr. Ravinder Kumar Passi, it would
be in the interest of the Company to appoint him as an Independent Director of the Company.
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The resolution seeks the approval of members for the appointment of Mr. Ravinder Kumar Passi as an Independent
Director of the company for a term upto three years and other applicable provisions of the Companies Act, 2013 and
the rules made thereunder. He will not be liable to retire by rotation. In the opinion of Board, Mr. Ravinder Kumar
Passi, the independent director proposed to be appointed fulfills the conditions, specified in the Companies Act, 2013
and the rules made thereunder.
None of the Directors and/or Key Managerial Personnel of the Company and / or their relatives except Mr. Ravinder
Kumar Passi, to whom the resolution relates, is concerned or interested in the resolution. The relevant documents are
available for inspection and such documents shall be so made available for inspection in physical or in electronic form
during specified business hours at the Registered Office of the company and copies thereof shall also be made
available for inspection in physical or electronic form at the Head Office as well as Corporate Office of the company,
if any, if such office is situated elsewhere, and also at the Meeting.
Item no. 10
The Board of Directors had appointed Mr. Sudhir Tyagi as a Director of the company as per provisions of the act.
Mr. Tyagi has registered large number of craft persons for health insurance with the help of district administration and
Development Commissioner (Handicrafts) and has set-up health camps and health melas for artisans with the help of
district administration. He was also one of the first Signatory of the articles of Association of the India Exposition Mart
Limited, Greater Noida, India
Mr. Sudhir Tyagi holds 12,500 number of equity shares in the company. He is a director in EPCH and Steren Impex
Private Limited.
The Board of Directors considers that in view of the background and experience of Mr. Sudhir Tyagi, it would be in the
interest of the Company to appoint him as an Independent Director of the Company.
The resolution seeks the approval of members for the appointment of Mr. Sudhir Tyagi as an Independent Director of
the company for a term upto three years and other applicable provisions of the Companies Act, 2013 and the rules
made thereunder. He will not be liable to retire by rotation. In the opinion of Board, Mr. Sudhir Tyagi, the independent
director proposed to be appointed fulfills the conditions, specified in the Companies Act, 2013 and the rules made
thereunder.
None of the Directors and/or Key Managerial Personnel of the Company and / or their relatives, except Mr. Sudhir
Tyagi to whom the resolution relates, is concerned or interested in the resolution. The relevant documents are available
for inspection and such documents shall be so made available for inspection in physical or in electronic form during
specified business hours at the Registered Office of the company and copies thereof shall also be made available for
inspection in physical or electronic form at the Head Office as well as Corporate Office of the company, if any, if such
office is situated elsewhere, and also at the Meeting.
By order of the Board
November 17, 2015
New Delhi
Sakshi Sharma
(Company Secretary)
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Born on 28th August, 1955, Mr. Sudhir Tyagi, did his Graduation and has an experience of more than 30 years as a
Handicrafts exporter. Having worked in the major cluster of handicrafts of India i.e. Moradabad, Mr. Tyagi is a
member of Udyog Bandhu of the Government of Uttar Pradesh which is the highest trade resolving body. Favorite of
the exporting community of the country and has been the member of the Committee of Administration of the Council
which is the highest body for promotion of export of handicrafts from the country. Convener of the Panel of Metal and
Central Region. Served as Vice-Chairman and Chairman of the Export Promotion Council for Handicrafts. Ex-Member
of the Sub-committee of Planning commission, Govt. of India, Ex-Member of the Managing Committee of National
Centre for Design & Product Developments, New Delhi. He has not only served as Chairman of Export Promotion
Council for Handicrafts, New Delhi but as Vice-Chairman of All India Handicrafts Board, Govt. of India and Chairman
of India Exposition Mart Limited.
BRIEF RESUME AND OTHER INFORMATION IN RESPECT OF DIRECTOR SEEKING RE-ELECTION AT THE 14TH AGM
Name of Director
Mr. Ikramul Haq
Mr. S.K.Gupta
Mr. B.L.Dosi
Mr. Vivek Vikas
Date of Birth
09.07.1946
10.07.1953
27.12.1958
27.06.1957
Qualifications
Chartered Accountant
Graduate
Graduate
Post Graduate
Date of first
appointment on Board
18.04.2002
29.09.2003
22.03.2002
13.03.2002
Experience
In handicrafts export business
since 1972, travelled world over
more than 125 times, have been
director for about 8 years in two
SEBI registered main Equity
brokers, member of Degree
College, inter college and three
social charitable societies, ExConvener of finance committee
and audit committee of IEML
Experience of
more than 40
years in
manufacturing
and exporting
of Indian
Handicrafts,
education,
faring and skill
training
More than - 35 years'
experience in
Manufacturing &
export of textile based
handicrafts
More than 30
years of
experience in
export of home
furnishings and
garments
Shareholding in
company
250000 shares
(0.714%)
253028 shares
(0.722%)
392056 shares
(1.12%)
750514 shares
(2.144%)
Relationship with other
Directors, Manager or
KMP
Nil
Nil
Nil
Nil
3
1
4
Ambiance India
Private Limited
1. Arawali textiles
private limited
1. Celestial
Impressions
Private Limited
3
Number of Board
meetings attended
during FY 14-15 (out of 4)
Directorship held in
other companies
Multi-gain Commodities Services
Pvt. Ltd.
| viii |
2. Supreme township
private limited
3. Evergreen
buildestates private
limited
2. Vijay Design
Inspiration
Private Limited
4. Eastwest clothings
private limited
5. Malani resorts
private limited
6. Marudhara dyetech
private limited
Chairmanship/
Membership of
Committees across all
companies
–
–
Venue of 14th AGM - Route Map
*Address of Venue:
Govt. Servants
Cooperative Housing
Building Society Ltd.
Kalyan Kendra, 9,
Paschimi Marg,
Vasant Vihar,
New Delhi-110057
Nearest Landmark:
Modern School,
Vasant Vihar,
New Delhi-110057
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VENUE OF 14th AGM
[KALYAN KENDRA*]
–
–
India Exposition Mart Ltd.
CIN - U99999DL2001PLC110396
Letter from the Chairman
Dear Shareholders,
I am extremely proud and at the same time humbled to write to you for
the first time as the Chairman of India Expo Centre & Mart.
The aim with which we all had set up the Expo Mart is now slowly seeing
the light of day. During the year, your company has continued to strengthen
and elevate its position and financial results in the industry.
As I look over the last year, I already see many promising signs for the future. It is my privilege to share with
you, that your company earned a total income of Rs. 556,068,900 for the year ended March 31, 2015
with a net profit at Rs. 90,737,835. Your directors are proud to recommend a dividend of 10 percent for FY
2014-15 and are continuously looking for avenues for future growth of the company.
With a sense of pride, I would like to inform you that during the year, our team IEML has successfully hosted
mega events like FDI World Dental Congress, Bauma Conexpo and Printpack, 6th Regional Conference on
Economic Partnership, GEO India, Delhi Wood and Indian Foundry Congress at the venue. Underscoring
your company's abilities to build long lasting partnerships and identifying various steps to make India Expo
Mart, the ultimate sourcing destination, an 'Expo Mart Promotion Bureau' was constituted last year, involving
mart owners of your company to contribute towards planning for marts and building a road map for promotion
of your company.
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With the company facing challenges in the facility management services, especially in the areas of
housekeeping and security, your management's commitment to provide a clear and transparent approach to
mart owners, led to a decision of appointing a dedicated FMS provider. Such a decision resulted in satisfaction
amongst the visitors and mart owners in the quality of overall maintenance and security services.
Your management also took several measures to combat environmental concerns by setting up an
Environmental Cell and formalizing the decision of constructing a Sewage Treatment Plant within the complex.
Yet another significant milestone this year, was the assurance by Hon'ble Union Minister of State for Tourism,
Culture and Civil Aviation, Dr. Mahesh Sharma that IEML shall be on the International Tourist Circuit. Such
a step shall advantage the synergy between tourism and handicrafts, as a sizeable number of overseas
tourists visits tourism destinations in India and such a connectivity will enable your company to encash its full
potential.
At the same time, the long awaited proposed Noida-Greater Noida Metro corridor is finally expected to be
operational as early as December 2017 as per the Noida Metro Rail Corporation.
I am delighted to inform that your company further initiated steps on building six new exhibition halls with an
area of 4 lakh square feet, elevating the image and position of your company in the exhibition industry. With
such an added feature, your company shall continue to host the 13th Auto Expo - The Motor Show 2016,
organized by Society of Indian Automobile Manufacturers in the month of February 2016 after successful
hosting of 12th Auto Expo in the year 2014.
The Future
We are at the beginning of a new era of transformation through 'Make in India' initiative of the Government
of India. Indian handicrafts industry reflects the culture and skills of local population and hence the country.
With the global trend depending more on the e-commerce along with the traditional medium for trading,
your company definitely builds a sense of confidence with what is lined up in the company in days progressing
towards what we had visualized.
Your company is striving continuously on the short term and long term strategies to tap the following important
segments:
(a) Special promotion of marts through wide publicity, e-commerce
(b) Existing fairs & events
(c) New Conferences and MICE events
(d) Focusing on Corporate Social Responsibility programmes for upliftment of artisans and saving the
environment
(e) Strengthening the financial performance
All of us at IEML are passionate about our work and excited about the future ahead. We remain fully
committed in transforming the distant dream with which IEML was born with your untiring and continuous
support and faith in the company.
I thank all shareholders & mart owners for continuing their trust and confidence reposed in the management.
We are also grateful to the Ministries of Central and State Govt, Export Promotion Council for Handicrafts,
Greater Noida Industrial Development Authority, Govt of U.P. and Bankers to the company, as well as other
institutions for their esteemed co-operation. GNIDA and the local administration at Greater Noida have been
providing us all out support.
|2|
The Board of Directors seek your continued support as we look forward to a rewarding new year, with new
challenges, new milestones and even greater achievements. This report would be incomplete without a
special mention of our team, which has only one speed - fast forward. I will not be justified in concluding
without making mention about the sincere and whole-hearted efforts put in by my predecessor, Shri Raj
Kumar Malhotra. I wish to take this opportunity to place on record my sincere thanks to my colleagues on the
Board of the Directors who have been a source of strength and inspiration. The efforts made by officers and
employees at various levels of your company in achieving the results also deserve sincere appreciation from
all of us.
Yours sincerely
Rakesh Kumar
Chairman
November 17, 2015
New Delhi
Board of Directors
Mr. Rakesh Kumar, Chairman
Mr. Ikramul Haq, Director
Mr. Navratan Samdria, Director
Mr. Dinesh Kumar, Director
Mr. Raj Kumar Malhotra, Director
Mr. Lekhraj Maheshwari, Director
Mr. Sudhir Tyagi, Director
Mr. Kamal Soni, Director
Mr. Anil Mansharamani, Director
Mr. Sunil Sethi, Director
Mr. Ravinder K. Passi, Director
Mr. Vivek Vikas, Director
Mr. Babu Lal Dosi, Director
Mr. Arjun Baljee, Director
Mr. Sunil Sikka, Director
Mr. Mukesh Gupta, Director
Mr. Suresh Kumar Gupta, Director
|3|
Banker and Auditors
BANKER
STATUTORY AUDITORS
INTERNAL AUDITORS
The Federal Bank Ltd.
Oriental Bank of Commerce
M/s Jain Kapila Associates
Chartered Accountants
C-4, Jang Pura Extension
New Delhi - 110014
M/s DNS Advisors Private Limited
G-5, Jang Pura Extension
Near Inox Cinema,
New Delhi - 110014
CORPORATE OFFICE & PROJECT LOCATION
REGISTERED OFFICE
Plot No. 23-25 & 27-29, Knowledge Park-II
Greater Noida, Gautam Budh Nagar-201306,
Uttar Pradesh
Ph: 0120-2328011-20
Fax: 0120-2328010
Plot No. 1, 210, Atlantic Plaza, 2nd Floor,
Local Shopping Centre, Mayur Vihar Phase-I,
Delhi - 110 091
Ph.: 011-22711497
E-mail: info@indiaexpocentre.com
Website: www.indiaexpomart.com
CIN: U99999DL2001PLC110396
Offices
14th Annual Report 2014-15
Contents
Notice
i - viii
Letter from the Chairman .............................................. 01
The Board of Directors ................................................... 03
Events at IEML ................................................................ 05
Statutory Reports
|4|
Directors Report ...............................................................14
Management Discussion & Analysis .............................. 16
Report on Corporate Governance ..................................35
Financial Statements
Independent Auditor's Report ....................................... 46
Balance Sheet ................................................................. 50
Statement of Profit & Loss ............................................. 51
Cash Flow Statement ..................................................... 52
Significant Accounting Policies ..................................... 53
Notes to the Financial Statements ................................ 55
Attendance Slip .............................................................. 69
Proxy Form ....................................................................... 71
Events at IEML
15-18 April, 2014
Home Expo
Home Expo India, a
composite platform for
showcasing India's products
for the Home segment,
comprises 3 sub shows;
Indian Furnishings, Floorings
& Textiles Show (IFFTEX);
Indian Houseware &
Decoratives Show (IHDS)
and Indian Furniture &
Accessories Show (IFAS). It
was held from 15-18 April
2014 at Hall No.1,3,5 & 7
and the permanent marts at India Expo Centre.
More than 600 exhibitors participated with their products and services at display during the exhibition and
attracted the attention of all major stakeholders of the industry.
This was organized as part of initiatives taken by EPCH to boost growth of handicraft exports by India. Being
a B2B event comprising of three shows under one roof i.e. Indian Housewares & Decorative Show; Indian
Furniture and Accessories Show; and Indian Furnishings, Flooring and Textiles, this event brings the manufacturers,
producers and exporters of home decorative, home furnishings, and textiles on the same platform and
provides them with an opportunity to get access to the International buyers. The event acts as a boon for the
mart owners.
|5|
June, 2014
This event takes place every year
once in the month of June and once
in the month of December at your
venue. It is organized by the CFA
Institute, USA, and is professionally
managed by British Council in India
Office. About 5000 students
appeared at the examination at Hall
No.2,4 and 6 during the month of
June 2014 and similarly about 3000
students appeared at the
examination Hall No.6 & 8 during
the month of December 2014.
CFA Exam
18-20 July, 2014
Indian Fashion Jewellery & Accessories Show
The 7th Indian Fashion Jewellery &
Accessories Show 2014 was
organized by EPCH from 18-20 July
2014 in Hall No.1,3 & 5. It is one of
its kind international exhibition
dedicated entirely to the jewellery
and accessories industry depicting
a grand display by India's exporters
of fashion jewellery & accessories
that represent an opportunity to the
International buyers to source such
products from all over India.
Around 587 overseas buyers,
representing world famous major
buying houses and retail chains, visited the fair to source their requirements from a diverse range of products
under one-roof showcased by over 170 Indian exporters and manufacturers from various parts of India.
3-5 September, 2014
8th Renewal Energy
India
|6|
8th Renewal Energy India 2014 was
organized by UBM India Pvt.Ltd. from
3-5 September 2014 in Hall No.1,3,5
& 7. It is considered as Asia's largest
Expo in terms of Renewal Energy sector.
The event was supported by Ministry
of New and Renewal Energy, Ministry
of Power, Government of India and
there were 500 exhibitors in the
exhibition. In addition to above, around 1100 conference delegates and 11000 visitors attended the event.
11-14 September, 2014
FDI World Annual
Dental Congress
The Indian Dental Association, Mumbai,
hosted the FDI Annual World Dental
Congress 2014, at India Expo Centre &
Mart, Greater Noida from 11-14
September 2014, Hall No.1,2,3,4,5,6
and 7. It was inaugurated by Shri Pranab
Mukherjee, Hon'ble President of India
on 11th Sept. 2014. It was one of the
biggest events on the International dental calendar. Dental luminaries from 133 countries across the world
participated in the mega event that focused on the latest scientific topics affecting the profession globally.
More than 10,000 visitors attended the event. It offered a unique opportunity to share knowledge with
colleagues from around the world. FDI World Dental Congress serves as a principal representative body for
over one million dentists worldwide, developing health policy and continuing education programmes, speaking
as a unified voice for the dentistry in international advocacy and supporting number of associations in oral
health promotion activities worldwide.
14-18 October, 2014
Indian Handicrafts & Gifts Fair (Autumn)
Indian Handicrafts and Gifts Fair - Autumn,
organized by Export Promotion Council for
Handicrafts, was held from 14-18 October
2014. More than 3000 exhibitors participate in
every fair. More than 7000 buyers were invited
during this edition by EPCH. The entire venue
was booked for the event thereby making it
the largest handicraft and gifts fair in Asia. The
exhibitors including mart owners got an
opportunity to showcase the latest trends and
book orders. It is the largest fair being hosted
at IEML since last eight years and is the single
most important event for the mart owners.
18-19 November, 2014
India - US Technology Summit
|7|
India -US Technology Summit and Knowledge Expo
2014 was organized by Confederation of Indian
Industry (CII) in Hall No.1, 3, 5, 7, 2 and 4 from
18-19 November 2014.
India - US Technology Summit was inaugurated by
Dr. John Holdren, Scientific Advisor to Mr. Barack
Obama, President of USA, in the presence of
Dr. Harsh Vardhan, Minister of Science and
Technology& Earth Science, Government of India.
It was one of the biggest ever bilateral engagements
held at India Expo Centre on Science and Technology
and innovation to boost knowledge intensive manufacturing trade and investment.
Knowledge Expo
India -US Technology Summit
and Knowledge Expo 2014
was
organized
by
Confederation of Indian
Industry (CII) in Hall
No.1,3,5,7, 2 and 4 from 2022 November 2014. It was
inaugurated by Mrs. Smriti Zubin Irani, Hon'ble Union Minister of Human Resource Development.
In both the events 500 speakers from across the world attended the conference. 20 ministers, government
departments and several autonomous organizations participated as well. There were 200 exhibitors from 12
countries with participation of 5 states from India.
Fitness Show
Fitex- Fit India Expo was the place to be to
feel the pulse of Indian fitness. It offered
exhibitors and visitors access to local markets
as well as networking opportunity with key
regional & international players. It was a
neutral platform with strong participation from
industry, government and academia.
The two days competitions on 28-29 November
2014 showcased the fittest men and women
of India as they competed a across a series of
exciting and gruelling events testing their
endurance, skill, strength, power, speed and coordination.
This show also provided the ultimate business solutions for the fitness industry, uniting an elite class of buyers
from India and around the world. Exhibitors benefited from the opportunity to meet a range of international
and regional buyers who had the authority to place real business.
The expo's rich B2B profile provided a platform for all industry players to network, identify potential clients as
well as learn about market trends and challenges.
|8|
The event attracted the industry's key suppliers and service providers from India and further afield, creating
the perfect platform for visitors to network.
1-5 December, 2014
6th Regional Comprehensive Economic Partnership (RCEP) Trade
Negotiation Committee (TNC)
6th RCEP and TNC was
organized by Department
of Commerce, Ministry of
Commerce & Industry,
Government of India, at
India Expo Centre from
1-5 December 2014 at Hall
No.2 and 4. Regional
Comprehensive Economic
Partnership is a proposed
trade agreement between
16 countries namely ten
countries of ASEA (Brunei,
Cambodia, Indonesia,
Laos, Malaysia, Myanmar
Philippines, Singapore, Thailand and Vietnam) and six Free Trade Agreement (FTA) partners namely Australia,
China, India, Japan, Korea and New Zealand.
There were around 600 delegates for this meeting, which included both diplomats and senior most trade
officials from 16 countries.
The Government of India has issued a Letter of Appreciation/Commendation to India Expo Centre regarding
providing the remarkable logistics of having 10 parallel meetings apart from caucuses between interested
group of countries and bilateral meetings. The audio visual, catering and dining services for the meetings
were also exemplary and of international standards.
15-18 December, 2014
The BAUMA CONEXPO Show - bC India
The BAUMA CONEXPO Show - bC
India, international trade fair for
construction machinery, building
material machines, mining
machines and construction vehicles
was organized from 15-18
December 2014, at the India Expo
Centre by bC Expo India Pvt.Ltd.
The event was held in hall no.1,3,5,
6,7, 8 and an open area located
near OBC Bank in the premises.
This was the third edition of this
"International Trade Fair for
Construction Machinery, Building
Material Machines, Mining
Machines and Construction Vehicles". The event was inaugurated by Mr. Nitin Gadkari, Hon'ble Minister of
Road Transport and Highways, Government of India.
A total of 26,000 visitors and 635 exhibitors from 25 countries attended the third edition of this International
Trade Fair for Construction Machinery, Building Material Machines, Mining Machines and Construction Vehicles.
|9|
The event was a grand success as per the feedback received from the organizer. All the exhibitors were quite
satisfied.
26th December, 2014
Annual Day Function -Motherson Sumi
M/s Samvardhana Motherson Group organizes its annual function every year in the month of December. The
Samvardhana Motherson Group is a focused, dynamic and progressive group providing customers with valued
added products, services and innovative solutions. The group has a diversified product range to serve multiple
industries, with automotive industry being the main industry served. The employees of the company nearing
15000 in number attended the event on 26th December 2014 in Hall No.5 and 7.
12-14 January, 2015
3rd South Asian Geoscience Conference
and Exhibition - GEO India 2015 was
organized from 12-14 January 2015 in Hall
No.2 and 4 by M/s Association of
Petroleum Geologists with the support of
American Association of Petroleum
Geologists (AAPG) USA and Society of
Petro Physicists and Well long Analysts
(SPWLA) India.
GEO India
The event was inaugurated by Mr. Dharmendra Pradhan, Hon'ble Minister of State for Petroleum & Natural
Gas (I/C), Government of India. The exhibition showcased the technologies related to oil and gas industry and
promoted geoscientific and technical fervour. 100 exhibitors from India as well as abroad participated in this
event. 1700 visitors attended the conference/exhibition during the event period.
15-17 January, 2015
The Bus & Special Vehicle Show
The Bus and Special Vehicle Show was
organized from 15-17 January 2015 at
Hall No. 1 and 3 by Society of Indian
Automobile Manufacturers with support
of Ministry of Heavy Industries and
Public Enterprises, Government of India
and Ministry of Road Transport and
Highways, Government of India and
Association of State Road Transport
Undertakings.
More than 50 exhibitors from the auto
industry sector from all over India and a
few from overseas participated in the
fair. There was a footfall of 5000 pax for all the days. The product related to city buses, school buses, custom
made buses, light/commercial vehicles, vans, SUVs and MUVs, ambulances were displayed in the exhibition.
4-7 February, 2015
Delhi Wood
| 10 |
(4th International Trade Fair for
Furniture, Production
Technology, Woodworking,
Machinery, Tools, Fittings,
Accessories, Raw Materials and
Products)
The 4th edition of Delhi Wood 2015
was organized by PDA Trade Fair
from 4-7 February 2015 at India
Expo Centre in hall no.1,3,5 & 7. It
was south Asia's & South East Asia's
largest B2B trade expo for furniture production technologies, tools, fittings, accessories for furniture production
and raw materials for woodworking. There were more than 450 exhibitors from over 20 countries who
showcased the latest in technology, hardware, software, tooling and accessories. It attracted more than
15,000 business visitors. It attracted furniture manufacturers, woodworking professionals, plywood manufacturers,
architects, interior decorators, saw millers, timber importers and timber merchants from all parts of the
countries.
11-15 February, 2015
12th Printpack India
This was organized by Indian Printing & Allied Machinery Manufacturers' Association (IPAMA) from 11-15
February 2015 in Hall No.1,3,5, 7, and temporary hangars 9, 10, 11 and 12 made to accommodate the heavy
loading bearing machines. Around 400 exhibitors participated in the exhibition and 10,000 visitors attended
the exhibition every day.
Printpack India 2015 is an international
exhibition on printing and packaging
which showcases the new revolutions.
It is one of the biggest and best in the
graphic arts industry that showcases
pre-press, in-press, post press,
finishing, converting, digital and
signage and packaging machines, all
under one roof.
This event along with presenting the
latest in printing technology also
presented an overview of the graphic
arts industry and caters to the entire
printing and packaging industry's needs. With small printing unit owners, purchase professionals of
multinationals, technicians, top managers and industry decision makers taking part in the event, the platform
becomes bigger with every passing edition. With special sessions with printing associations as well as seminars
on innovative technologies in the field of printing, this show gets unwavering media attention too.
20-23 February, 2015
Indian Handicrafts & Gifts
Fair (Spring)
Indian Handicrafts and Gifts Fair, organized by
the Export Promotion Council for Handicrafts
was held from 20th to 23rd February 2015.
More than 2650 exhibitors participated and
more than 4000 overseas buyers were invited
during the fair by EPCH. The exhibitors,
including mart owners got an opportunity to
showcase the latest trends and book orders.
| 11 |
27 February to 1 March 2015
Indian Foundry Exhibition and Indian Foundry Conference
Indian Foundry Congress was
inaugurated by Mr. Madhav Lal, IAS,
Secretary, Ministry of Micro Small &
Medium Enterprises, Government of
India. The Guest of Honour was Mr.
Ravindra Nath, IAS, Chairman &
Managing Director, NSIC Ltd.
It was an exciting and stimulating event which brought together foundry fraternity from around the world to
focus on latest trends, technologies and markets for the foundry sector and to explore and forge new business
alliances and opportunities.
63rd Indian Foundry Congress and
IFEX 2015 was concurrently organized
by The Institute of Indian Foundrymen
and Koelnmesse YA Tradefair Pvt.
Ltd. from 27th Feb. to 1st March
2015.
The main highlights were IFEX,CAST INDIA EXPO, CAST SOURCE Meet, Panel Discussions, Case Studies,
Success Stories, NRI Foundry Forum, CEO meet, in addition to carefully selected Technical Presentations. Post
congress tours, works visits & special attractive program for the participants & spouses are being planned by
the organizers to mix business with leisure.
27 February - 1 March 2015
IFEX
(11th International
Exhibition on Foundry
Technology, Equipment,
Supplies, Services)
The 3 days event from 27th
February to 1st March 2015 was
organized in Hall No.1,3,5 and 7
and the event was inaugurated
by Mr. Kalraj Mishra, Hon'ble
Union Cabinet Minister of Micro,
Small and Medium Enterprises,
Ministry of MSME, Govt. of India.
The Guest of Honour was Dr. Ram Shankar Katheria, Hon'ble Union Cabinet Minister of Human Resource
Development, Govt. of India & Mr. Amitabh Kant, IAS, Secretary to Govt. of India, Dept. of Industrial Policy
and Promotion.
| 12 |
There were 200 enterprises / firms who participated in the exhibition and 2000 visitors visited the exhibition
per day during the event.
The 11th International Exhibition on Foundry Technology, Equipment, Supplies, Services & 6th Cast India
Expo concurrent with 63rd Indian Foundry Congress was an excellent platform for the Indian as well as
overseas companies to showcase their state-of-the art technologies and services being offered to this vibrant
industry to get exposed to new business opportunities.
| 13 |
Statutory
Reports
Directors’ Report
To,
The Members,
India Exposition Mart Limited
Summary of operations / performance
(State of affairs)
On the basis of the financial statements, the
performance of the Company appears as follows:
During the year under review, the company has
earned a total income of Rs. 556,068,900/- as
compared to Rs. 601,757,603/- for the financial year
2013-14. The Net profit for the current year is Rs.
90,737,835 as compared to the profit 202,932,723/
- for FY 2013-14. Your Directors are continuously
looking for avenues for future growth of the company.
There has been no change in the business of the
Company during the financial year ended 31st March,
2015.
Financial Results
Select Performance Indicators
The Directors take pleasure in presenting the 14th
Annual Report together with the audited financial
statements for the year ended March 31, 2015. The
Management Discussion and Analysis has also been
incorporated into this report.
Financial Highlights of the Company
Particulars
Total income
2014-2015
(Rs.)
2013-2014
(Rs.)
556,068,900 601,757,603
Total expenses
326,327,165 279,035,293
excluding Depreciation
Depreciation
| 14 |
Profit/Loss before tax
Less: Provision for
current tax/ deferred
tax
92,315,656
51,986,744
Exceptional and
extraordinary Items
1,270,469 (15,094,023)
Profit/Loss after tax
90,737,835 202,932,723
Appropriation made
as under
Transfer to reserve
Profit / Loss Account
available for
appropriation
Adjustment on
account of
depreciation
Provision for CSR
expenditure
Proposed Dividend
including Corporate
Dividend Tax
Profit / Loss Account
balance carried
forward
2014-2015 2013-2014
Return on net worth
15.03%
36.42%
Net profit to total Income
16.32%
33.72%
Book value per share (Rs.)
17.25
15.91
52,708,820
137,426,079 270,013,490
47,958,713
Ratios
Dividend
During the year under review, the company has
earned sufficient revenue to serve its shareholders.
Keeping in view the overall performance of the
company, the Board of directors recommends a
dividend of Rs. 1 per share (10 percent) on the share
capital for the financial year 2014-15.
Transfer to Reserves
Nil
Nil
297,923,404 248,133,819
No amount was transferred to the reserves during
the financial year ended March 31st, 2015.
Deposits
243,266
–
1,698,046
–
42,125,177
40,948,250
253,856,915 207,185,569
During the year under review, your Company did not
accept any deposits within the meaning of provisions
of Chapter V - Acceptance of Deposits by Companies
of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
Material Changes and Commitments
No material changes and commitments affecting the
financial position of the Company have occurred
between 1st April, 2015 and the date on which this
report is signed.
Board Meetings
The Board of Directors of the company met four times
during the financial year. The details of various Board
meetings are provided in the Corporate Governance
report.
Composition of the Board of Directors &
Key Managerial Personnel
As on date of this report, there are 18 (eighteen)
directors on the Board of the Company.
(a) Conservation of energy & Technology
Absorption: Disclosure not required, since no
activities in relation to conservation of energy
undertaken by the Company during the financial
year 2014-15.
(b) Foreign exchange earnings and Outgo: The detail
of Foreign Exchange earned in terms of actual
inflows during the financial year 2014-15 and
the Foreign Exchange outgo during the year in
terms of actual outflows are as below:
Appointments
Mr. Rakesh Kumar was elected as new Chairman of
the company by the Board of Directors on November
13, 2014.
Retirement
Mr. Naveen Mehrotra retired as director during the
year under review. The Board places on record its
gratitude for the valuable services rendered and
guidance extended during his tenure with the
Company.
Retirement by Rotation
In accordance with provisions of the Companies Act,
2013, Mr. Ikramul Haq, Mr. Suresh Kumar Gupta,
Mr. Babu lal Dosi and Mr. Vivek Vikas are liable to
retire by rotation at the ensuing Annual General
Meeting.
Particulars of Employees and Related
disclosures
In terms of the provisions of 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, no employee
of the Company is earning a remuneration upto
Rupees Sixty Lakhs per financial year and/or Rupees
Five Lakhs per month or more.
Conservation of energy, technology
absorption, foreign exchange earnings &
outgo
The particulars as prescribed under sub-section (3)(m)
of the Section 134 of the Companies Act, 2013 read
with The Companies (Accounts) Rules, 2014, are:
Amount (Rs.)
Particulars
Current Year Previous Year
March 31,
March 31,
2015
2014
Earnings in
foreign currency
Income from fairs
$193,033.95 $326,510.48
and exhibitions
(Rs.11,707,357) (Rs.18,802,958)
Expenditure in
foreign currency
Event participation
fees
Event participation
fees
–
$1,380
(Rs. 86,423)
Euro 11,045
Euro 6,653
(Rs. 826,615) (Rs. 563,251)
| 15 |
Internal Control
The Company also has a proper and adequate system
of internal controls. This ensures that all assets of the
Company are safeguarded and protected against loss
from unauthorised use or disposition and those
transactions are authorised, recorded and reported
correctly.
Declaration by Independent Directors
The Independent Directors of the Company have
declared that they meet the criteria of Independence
in terms of Section 149(6) of the Companies Act,
2013 and that there is no change in their status of
Independence.
Statutory Auditors & Audit Report
M/s. Jain Kapila Associates, Chartered Accountants
(Registration No. 000287N), who are the Statutory
Auditors of the Company, hold office until the
conclusion of the ensuing Annual General Meeting,
and are eligible for re-appointment.
During the year under review, Mr. Kamal Soni was
appointed as Non-executive director at last AGM held
on September 25, 2014 on Board of Directors of the
company.
The Company has also received a confirmation that
their appointment, if made, will be within the limit
as prescribed under Section 139 of the Companies
Act, 2013 and the rules therein. Their reappointment
for a further term is recommended by the Audit
Committee and the Board of Directors as per the
resolution placed in the notice of the AGM.
The Statutory Auditor M/s. Jain Kapila Associates,
Chartered Accountants (Registration No. 000287N)
have submitted the Audit Report for the financial
year 2014-15. The observations made in the Auditor's
Report are self-explanatory and does not call for any
further comment.
The Management Discussion and Analysis
Marketing Initiatives
Your company adopted various modes to promote
India Expo Centre & Mart. These included circulating/
dispatching of printed company literature, Audio/Visual
advertisements, SMS campaign, mobile application
and participating in industry related fairs, etc.
Financial
Year
| 16 |
No. of No. of No. of
No. of
Events Set up Events
Total
Days
Days Occupancy
Days
2013-14
24
96
69
165
2014-15
24
99
70
169
In terms of percentage, there has been an increase
of 2.4% in total occupancy days of FY 2014-15 over
FY 2013-14.
Mega events that were held at your company during
the year were Indian Handicrafts and Gift Fair which
is Asia's largest fair, FDI World Dental Congress,
Bauma Conexpo and Printpack. Besides this, number
of other events that were organized at the venue
were Home Expo, Indian Fashion Jewellery and
Accessories Show, Knowledge Expo, Technology
Summit, 6th Regional Conference on Economic
Partnership, GEO India, Delhi Wood and Indian
Foundry Congress.
In most of the events conducted during the year, the
venue was visited by Ministers and Bureaucrats. In
FDI, World Annual Dental Conference, there was a
huge footfall of almost 17,000 participants. It is
pertinent to mention here that Shri Pranab
Mukherjee, Hon'ble President of India had
inaugurated FDI World Annual Dental Congress at
India Expo Centre.
The company hosted the 5th IEIA Open Seminar 2015
in which more than 350 participants in form of
speakers, exhibition organizers, associations and
service providers visited the venue. The event
witnessed congregation of the entire exhibition
industry of India. Delegations led by top most officials
from the organizing committee visited IEML to assess
the MICE facilities available that resulted in rich
dividend in the form of queries to the company.
It is to inform that IEML is in process of constructing
six additional exhibition halls that is Hall
No.9,10,11,12, 14 and 15 inside its premises that
was used earlier to accommodate hangars of Auto
Expo-The Motor Show 2014. The halls are state-ofthe-art.
With the construction of above additional facilities,
IEML can attract large exhibitions and can compete
with any Exhibition Centre of the country. The new
halls shall accommodate IHGF Delhi Fair scheduled
to take place from 14 to 18 October 2015 and 13th
Auto Expo- the Motor show 2016, that is scheduled
to take place at IEML from 5-9 February 2016. For
these events, the entire venue has been blocked by
the organizer of IHGF Delhi Fair and Auto Expo - the
Motor Show 2016. These events are expected to
draw more exhibitors and more footfall than that of
last IHGF Delhi Fair (October 14) and Auto Expo-the
Motor Show 2014.
In the course of the year, the company had also
undertaken various e-campaigns, mass mailing and
company website was cross linked with other website
to showcase conduct of events at IEML in social
media. The company has also taken initiative to meet
the event organizers based out of Delhi and had
deputed representatives for the same.
Recently, 5th IEIA Open Seminar 2015 and 8th
Convention India Conclave 2015 were held as per
following details:
1) 5th IEIA Open Seminar 2015 from 8-9 May, 2015
2) 8th Convention India Conclave 2015 from
7-9 August, 2015
IEML had hosted the above said events for the
promotion of venue. In both the events; a good
number of national organizers CII, FICCI,
ASSOCHAM, SIAM, EPCH, IESA and International
event companies viz Reed Exhibitions, Messe Munich,
ITE, Messe Numberg, UBM, Cologne Messe, Messe
Dusseldorf, Deutsche Messe, UFI, etc. visited the
venue and got a detailed information about the state
of art facilities and services being provided at IEML
along with the upcoming new add on facilities.
2. IMEX - Frankfurt 2015
IEML has also participated in the following national /
international events/conferences for the promotion
of the Venue.
4. Bid of IUGG 2019 at Prague
1. 4th IEIA Open Seminar - Hyderabad
3. Global Exhibition on Tourism - New Delhi
5. Bid of CIMAC at Helsinki
During the bidding of IUGG and CIMAC, a detailed
presentation of IEML was also shown.
The following events are scheduled in the financial year 2015-2016.
Event days
Name of Event
Organiser
1
15 Apr 15
18 Apr 15
Home Expo
Export Promotion Council for
Handicrafts (EPCH)
2
06 Jun 15
06 Jun 15
CFA Exam
CFA Institute
3
03 Jul 15
05 Jul 15
Global Refinery and Petrochemical
Conference
Iten Media
4
18 Jun 15
18 Jun 15
Corporate Event
United Health Care
5
12 Jul 15
14 Jul 15
Indian Fashion Jewellery and
Accessories show
Handicrafts (EPCH)
6
01 Aug 15
01 Aug 15
Corporate Event
TEVA API
7
24 Sep 15
26 Sep 15
8th Renewable Energy show
UBM India Pvt. Ltd.
8
06 Oct 15
08 Oct 15
Surface Engg
Tafcon
9
07 Oct 15
09 Oct 15
India Corr Expo
Reed Manch
10
14 Oct 15
18 Oct 15
Indian Handicraft and Gift Fair
Autumn
Handicrafts (EPCH)
11
28 Nov 15
29 Nov 15
FITEXT-FIT India 2015
M/s Smart Events
12
06 Dec 15
07 Dec 15
CFA Exam
CFA Institute
13
26 Dec 15
26 Dec 15
Corporate Event
Motherson
14
05 Feb 16
11 Feb 16
Auto Expo-The Motor Show
SIAM
15
20 Feb 16
24 Feb 16
Indian Handicraft and Gift Fair
Spring
Handicrafts (EPCH)
16
02 Mar 16
04 Mar 16
Geo Special Forum
Geo Special Media
| 17 |
S. No.
IEML had the privilege
of hosting Mr. Nitin
Gadkari, Hon'ble
Minister of Road
Transport and Highways
of India, with officials of
SIAM ('Society of Indian
Automobile
Manufacturers') during
Bus & Special Vehicle
Show organized from
15-17 January 2015
| 18 |
(From L to R) Mr. Raj Kumar
Malhotra, Director IEML,
Mr. Lekhraj Maheshwari,
Director IEML & Chairman
EPCH, welcoming
Mr. Santosh Kumar
Gangwar, Hon'ble Minister
of Textiles with Mr. Rakesh
Kumar, Chairman IEML &
ED, EPCH at Indian
Handicrafts & Gifts Fair
(IHGF- Spring), 2015
(From R to L) Mr. Rakesh
Kumar, Chairman IEML &
ED, EPCH welcoming
Mr. Bhagwat Saran
Gangwar, Hon'ble Minister
of State for Small Scale
Industries and EP, Govt. of
UP in presence YIWU China
delegation at the IHGF Spring 2015
Organizers of Knowledge Expo,
CII facilitating Mrs. Smriti Irani,
Hon'ble Minister of Human
Resource Development at the
inauguration of the event held
from 20-22 November 2014
Chairman IEML & ED, EPCH,
Mr. Rakesh Kumar welcoming
Mr. Dharmendra Pradhan,
Hon'ble Minister of State for
Petroleum and Natural Gas at
3rd South Asian Geoscience
Conference and Exhibition GEO India 2015
Mr. Manohar Parrikar,
Hon'ble Defence Minister of
India being escorted by
Mr. Sudeep Sarcar, General
Manager, IEML at the
BAUMA CONEXPO Show bC India
| 19 |
(From L to R)
Mr. Rakesh Kumar,
Chairman IEML & ED,
EPCH, briefing
Mr. Rama Raman, IAS,
Chairman & CEO,
GNIDA and
Mr. N.P.Singh, IAS, DM,
Gautam Budh Nagar on
the handicrafts products
exhibited during IHGF
Delhi Fair 2014
| 20 |
Panel of delegates from
across the world with
Ms. Nirmala Sitharaman,
Hon'ble Minister of State
(Independent Charge) for
the Ministry of
Commerce & Industry, as
well as a Minister of
State for Finance and
Corporate Affairs at the
6th Regional
Comprehensive
Economic Partnership
(RCEP) Trade Negotiation
Committee (TNC)
Mr. Shivpal Singh
Yadav, Samajwadi
Party leader and
PWD Minister, UP,
being welcomed by
Mr. Sudeep Sarcar,
General Manager
IEML at the
BAUMA CONEXPO
Show - bC India
(From L to R) Mr. Kamal
Soni, Director IEML,
Mr. Anil Mansharamani,
Director IEML and
Mr. D. Kumar, Director IEML
in conversation during IHGF
Delhi Fair 2014
| 21 |
(From L to R) Board of
Directors welcoming newly
appointed Chairman,
Mr. Rakesh Kumar; Seen
are Mr. Vivek Vikas,
Mr. Sudhir Tyagi,
Mr.. D.Kumar, Mr. Ikramul
Haq, Mr. Sunil Sikka,
Mr. Sunil Sethi, Mr. Suresh
Kumar Gupta, Mr. Navratan
Samdria, Mr. Raj Kumar
Malhotra, Mr. Anil
Mansharamani,
Mr. Mukesh Gupta and
Mr. Ravinder Kumar Passi
Mart Promotion Initiatives
This financial year, your management came forward
to share observations and suggestions with the mart
owners. The sole consideration of the exercise was
to make the marts a vibrant market place and a
preferred sourcing destination. Several brain storming
sessions with mart owners were held and more such
sessions took place from November onwards, with
Mr. Rakesh Kumar stepping in and taking charge as
the new Chairman of your company. Various
questionnaires were sent to obtain opinions to form
strategies, to make IEML the No. 1 sourcing
destination for handicrafts and synergy products of
India.
| 22 |
Mart owners came forward whole heartedly and
contributed to the exercise with their valuable and
practical proposals and recommendations. The
exercise culminated in formation of Mart Promotion
Bureau and five further working groups were formed
to focus on Mart Promotion, Brand Promotion, ECommerce and Volume Retail, Cash and carry and
Support services. The working groups had well
defined mandates and came out with suggestions
that were adopted in consensus by the MPB meetings
and implemented during the February IHGF Spring,
2015.
Meanwhile the management also successfully
organized two cash and carry events where a large
number of Mart Owners participated. An exclusive
and independent free mobile application of mart
owners was launched to popularize marts among
buyers who are outside the gamut of fair circuit.
Various communications by means of E-newsletters
were circulated to mart owners. The mart owners
were also given an opportunity of free product photo
shoot and the same was utilized in various publicity
campaigns of Marts. Efforts were made to increase
illumination in the aisle area.
in several categories including houseware, decorative
& gifts, festive decoration, home textiles and furniture.
Individual publicity material for marts were designed
for wide publicity. At the same time, mart
management requested EPCH to publicise mart event
days along with the publicity of the EPCH events.
Unutilized spaces were provided as camp offices to
buying agents resulting in close to 95 percent marts
opened during the fair. Another first was the inclusion
of Mart owner's entry in EPCH fair directory, which
in turn resulted in increased footfall of buyers in the
mart area. To give a distinguished identification to
mart owners, 'Proud Mart Owner' badge was created
and was highly welcomed by the mart owners.
Nonetheless, a permanent registration counter was
created to route in buyers through the mart area and
all the above exercises resulted in increased footfall
of buyers in the mart area and left most of the mart
owners upbeat and positive for the coming season
as well.
Your company was assured to be on an International
Tourist Circuit, by the Hon'ble Union Minister of State
for Tourism, Culture and Civil Aviation, Shri. Mahesh
Sharma through a strategy paper submitted by your
Chairman, Mr. Rakesh Kumar for promotion of
Greater Noida as a premier destination for MICE
(Meetings & Incentives, Conventions & Exhibitions)
leading to such decision taking shape.
Performance evaluation of Board,
committees and Individual Directors
In order to have more number of marts open, mart
owners were facilitated for optimum utilization of
marts. Yet another initiative during the fair were
additional buyers lounges on certain mart floors and
a foot massage parlour.
A formal evaluation of the performance of the Board,
its Committees, the Chairman and the individual
Directors was carried out for the year 2014-15. Led
by the Nomination & Remuneration Committee, the
evaluation was done using individual questionnaires
covering amongst others, vision, strategy & role clarity
of the Board, Board dynamics & processes,
contribution towards development of the strategy,
risk management, functioning, performance &
structure of Board Committees, ethics & values, skill
set, knowledge & expertise of Directors, leadership,
etc.
For the very first time, your management in order to
instill the spirit of excellence among mart owners
and encourage them, constituted the best display
and runner up awards during scheduled mart events
The performance evaluation of the Board, directors
and respective Committees was done by the Board
and the Directors expressed satisfaction with the
evaluation process.
An extract of Annual Return as on the financial year
ended on March 31, 2015 in Form MGT-9 as required
under section 92(3) of the Companies Act, 2013 read
with Rule 12(1) of the Companies (Management &
Administration) rules 2014, is given in Annexure I to
the Director's Report.
Directors' Responsibility Statement
To the best of our knowledge and belief and according
to the information and explanations obtained by us,
your Directors make the following statements in terms
of Section 134(3)(c) of the Companies Act, 2013:
a) in the preparation of the annual accounts for
the year ended March 31, 2015, the applicable
Accounting Standards had been followed along
with proper explanation relating to material
departures;
b) for the financial year ended March 31, 2015,
such accounting policies as mentioned in the
Notes to the financial statements have been
applied consistently and judgements and
estimates that are reasonable and prudent have
been made so as to give a true and fair view of
the state of affairs of the Company and of the
Profit and Loss of the Company for the year ended
March 31, 2015;
c)
that 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;
d) the annual financial statements have been
prepared on a going concern basis;
e) that proper systems to ensure compliance with
the provisions of all applicable laws were in place
and that such systems were adequate and
operating effectively.
Nomination & Remuneration Policy of the
Company
The Nomination & Remuneration policy of the
Company comprising the appointment &
remuneration of the Directors, KMP and Senior
Executives of the Company including criteria for
determining qualifications, positive attributes,
independence of a Director and other related matters
is given in Annexure II to this Report.
Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility
(CSR) Policy of the Company is given in Annexure III
to this report. The policy is further available on the
website of the Company. Your company made a
provision of Rs.16,98,046 towards the CSR
expenditure for FY 2014-15, however, keeping in
view that the objective of the CSR spending should
be fully utilized in the right project, which is in
furtherance to the company's main objectives of
supporting and promoting cottage industries, small
scale industries and SMEs engaged in exports, the
provisioned amount could not be spent.
Particulars of loans, guarantees or
investments under Section 186 of the
Companies Act, 2013
The Company has not entered into any transactions
as mentioned under the provisions of Section 186 of
the Companies Act, 2013.
| 23 |
Particulars of contracts or arrangements
with related parties under Section 188 of
the Companies Act, 2013
The Company has not entered into any transactions
as mentioned under the provisions of Section 188 of
the Companies Act, 2013.
Risk Management Policy
The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key
business objectives. Major risks identified by the
businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
Significant & Material Orders Passed by the
Regulators or Courts or Tribunals impacting
the Going Concern status of the Company
There are no significant and material orders passed
by the Regulators or Courts or Tribunals which would
impact the going concern status of the Company.
Extract of Annual Return
Disclosures under Sexual Harassment of
Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
Your Company is committed to provide and promote
safe, healthy and congenial atmosphere irrespective
of gender, caste, creed or social class of the
employees. Your company has zero tolerance for
sexual harassment at workplace and has adopted a
"Policy on Prevention of Sexual Harassment" as per
The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the rules thereunder for prevention and redressal of
complaints of sexual harassment at workplace. During
the financial year 2014-15, the Company did not
receive any complaint relating with sexual
harassment issues.
Acknowledgment
The Directors wish to express their deep appreciation
for the continued co-operation of the Ministries of
Central and State Govt., Export Promotion Council
for Handicrafts, Greater Noida Industrial Development
Authority, Govt. of U.P. and Bankers to the company,
as well as other institutions for their esteemed cooperation. The Directors also wish to thank all the
employees for their contribution, support and
continued co-operation throughout the year. Above
all, the Board expresses a deep sense of gratitude to
the Members of the Company who have reposed
faith in their Board and the Management.
On behalf of Board of Directors
November 17, 2015
NEW DELHI
| 24 |
Sd/Rakesh Kumar
(Chairman)
Sd/Ravinder Kumar Passi
(Director)
Sd/Dinesh Kumar
(Director)
Annexure I to Board's Report
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st March, 2015
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
Corporate Identification Number
U99999DL2001PLC110396
Registration Date
12/04/2001
Name of the Company
India Exposition Mart Ltd
Category / Sub-Category of the Company
Public Company Limited by Shares /
Indian Non-Government Company
Address of the Registered office and
contact details
Plot No. 1; 210 - Atlantic Plaza, 2nd Floor,
Local Shopping Centre, Mayur Vihar Phase-I, Delhi-110091
Ph.: 011-22711497, Email: cs@indiaexpocentre.com
Website: www.indiaexpomart.com,
Whether Listed Company
No
Name, Address and Contact details
of Registrar and Transfer Agent, if any
Not applicable
| 25 |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated
Sl.
No.
Name and Description of
main products / services
NIC Code of the
Product/ service
% to total turnover
of the company
1.
Exhibitions
9214
65.80
2.
Maintenance
45202
15.51
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Name and Address of
the Company
CIN/GLN
Holding/ Subsidiary
/Associate
% of shares held
Applicable
Section
NOT APPLICABLE
Sl.
No.
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
Category of No. of Shares held at
Shareholders the beginning of year
No. of Shares held
at the end of year
%Change
during the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares
Shares
A. Promoters
a) Individual/HUF
b) Central Govt.
c) State Govt. (s)
d) Bodies Corp.
e) Banks / FI
f) Any Other...
Sub-total (A) (1)
(2) Foreign
a) NRIs Individuals
b) Other Individuals
c) Bodies Corp.
d) Banks / FI
e) Any Other...
Sub-total (A) (2)
| 26 |
Total shareholding of Promoter (A)= (A)
(1)+(A)(2)
B. Public
Shareholding
a) Mutual Funds
b) Banks/FI
c) Central Govt.
d) State Govt.(s)
e) Venture
Capital funds
f) Insurance
Companies
g) FIIs
h) Foreign
Venture
Capital Funds
i) Others (specify)
Sub-total (B)(1)
2. NonInstitutions
a) Bodies Corp.
i) Indian
ii) Overseas
10674580 10674580
30.499
10659583 10659583
30.456
0.043
b) Individuals
i. Individual share
holders holding
nominal share
capital upto
Rs. 1 lakh
2,575497 2,575497
7.359
2590494
2590494
7.401
(0.042)
ii. Individual
shareholders
holding nominal
share cap in
excess of
Rs. 1 lakh
21,749,923 21,749,923
62.142
21749923 21749923
62.143
(0.001)
35,000,000 35,000,000
100
35,000,000 35,000,000
100
-
35,000,000 35,000,000
100
35,000,000
100
-
c) Others (specify)
Sub-total (B)(2)
Total Public
Shareholding
(B)=(B)(1)+ (B)(2)
C. Shares held
by Custodian for
GDRs & ADRs
Grand Total
(A+B+C)
35,000,000
(ii) Shareholding of Promoters - NOT APPLICABLE
Shareholder's Name
Shareholding at the
beginning of the year
Shareholding at
the end of the year
| 27 |
No. of
% of
%of
No. of
% of
%of
Shares of %
Shares
total
Shares
Shares
Pledged
Shares
total
Shares
Shares
Pledged /
change
in shareholding
of the
/ encum-
of the
encum-
during the year
company bered to
total
shares
company bered
to total
shares
Sl.
No.
(iii) Change in Promoters' Shareholding (please specify, if there is no change) - NOT APPLICABLE
Sl.
No.
Particulars
Shareholding at the
No. of shares
% of total
Cumulative Shareholding
during the year
No. of shares
shares of the
company
1.
At the beginning of the year
2.
Date wise Increase / Decrease
in Promoters Shareholding
% of total shares
of the company
during the year specifying
the reasons for increase /
decrease (e.g. allotment /
transfer / bonus/ sweat
equity etc):
3.
At the End of the year
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and
ADRs):
Sl.
No.
Particulars
Shareholding at the
No. of shares
% of total
shares of the
Shareholding at the End
of the year
No. of shares
% of total shares
of the company
company
1.
| 28 |
2.
KAMAL CHANDRA AGARWAL
271843
0.78
271843
0.78
GREATER NOIDA INDUSTRIAL
767802
2.19
767802
2.19
DEVELOPMENT AUTHORITY
(GNIDA)
3.
AFEEF UR REHMAN
250000
0.71
250000
0.71
4.
AHMER LATIF
259343
0.74
259343
0.74
5.
AJAI GUPTA
498000
1.42
498000
1.42
6.
DILEEP BAID
259343
0.74
259343
0.74
7.
JEEWAN JYOTI KWATRA
500000
1.43
500000
1.43
8.
K L KATYAL
251028
0.72
251028
0.72
9.
MOHD. AKHTAR SHAMSI
500000
1.43
500000
1.43
10.
NIRMAL BHANDARI
501028
1.43
501028
1.43
11.
MANOJ SAMDARIA
509343
1.46
509343
1.46
12.
OVERSEAS CARPETS LIMITED
1002514
2.86
1002514
2.86
13.
PANKAJ GARG
502514
1.44
502514
1.44
14.
P SUBRAMANIAN
309343
0.88
209343
0.60
15.
RAHUL VADERA
509343
1.46
509343
1.46
16.
RAM PRAKASH SINGHAL
501514
1.43
501514
1.43
17.
RAVISH KHANNA
250514
0.72
250514
0.72
18.
SAYEED UR REHMAN
250000
0.71
250000
0.71
19.
SUDESHWAR SARAN
500000
1.43
500000
1.43
20.
SUBHASH KAWATRA
509343
1.46
509343
1.46
21.
VIKAS KUMAR
750000
2.14
750000
2.14
22.
VINOD KHANNA
250000
0.71
250000
0.71
23.
VINITA MANCHANDA
250000
0.71
250000
0.71
24.
O P MANCHANDA
268686
0.77
268686
0.77
25.
ARVIND KUMAR GUPTA
251514
0.72
251514
0.72
26.
RAKESH KUMAR GUPTA
251514
0.72
251514
0.72
27.
RAKESH GUPTA
500000
1.43
500000
1.43
28.
NARENDRA JAIN
501542
1.43
501542
1.43
29.
BILAL AHSAN
500000
1.43
500000
1.43
30.
GIRISH KUMAR AGRAWAL
370000
1.06
370000
1.06
31.
TAFSIR AHMAD
509343
1.46
509343
1.46
32.
MOHD. ABDULLAH
250000
0.71
250000
0.71
33.
NOOR-E-SAHAR
250000
0.71
250000
0.71
34.
RAJAN PURI
500000
1.43
500000
1.43
35.
SURINDER KHOSLA
250000
0.71
250000
0.71
36.
HAJI IFTIKAR ALI
500000
1.43
500000
1.43
37.
RAGHAV CHANDRA GUPTA
500000
1.43
500000
1.43
38.
BIKRAMJIT SINGH BAKSHI
500000
1.43
500000
1.43
39.
AJAY GUPTA
250000
0.71
250000
0.71
40.
ANU ANAND
250000
0.71
250000
0.71
41.
SHARAD KUMAR BANSAL
250000
0.71
250000
0.71
42.
VECTRA INVESTMENTS
PRIVATE LIMITED
7940000
22.69
7940000
22.69
43.
RITESH KATYAL
250000
0.71
250000
0.71
44.
RAHUL KATYAL
250000
0.71
250000
0.71
45.
MARVEL FRAGRANCES P LTD.
350000
1.00
350000
1.00
46.
SHARAD JAIN
254514
0.73
254514
0.73
47.
PRADEEP KUMBHAT
251486
0.72
251486
0.72
| 29 |
(v) Shareholding of Directors and Key Managerial Personnel:
Sl.
No.
Particulars
Shareholding at the
No. of shares
% of total
shares of the
Cumulative Shareholding
during the year
No. of shares
% of total shares
of the company
company
Rakesh Kumar - Chairman
Transaction during the year
At the end of the year
2.
1100
0.003
0.003
1100
1100
0.003
0.003
Raj Kumar Malhotra, Director
543400
Transaction during the year:
-
3.
1100
1.55
-
543400
1.55
-
543400
1.55
543400
1.55
523528
1.49
523528
1.49
-
Navratan Samdria, Director
523528
1.49
523528
1.49
1.
4.
Dinesh Kumar, Director
537372
-
5.
1.53
242028
0.69
242028
0.69
-
Lekhraj Maheshwari, Director
| 30 |
0.69
12500
0.035
12500
0.035
-
Sudhir Tyagi, Director
-
-
0.035
12500
0.035
392056
1.12
392056
1.12
-
Babu Lal Dosi, Director
-
-
-
392056
1.12
392056
1.12
520542
1.48
520542
1.48
-
Ravinder Kumar Passi, Director
-
-
-
520542
1.48
520542
1.48
250000
0.714
250000
0.714
-
Ikramul Haq, Director
-
-
-
250000
0.714
250000
0.714
264857
0.76
264857
0.76
-
Kamal Soni, Director
-
-
-
264857
0.76
264857
0.76
253028
0.722
253028
0.722
-
Suresh Kumar Gupta, Director
-
-
-
253028
0.722
253028
0.722
750514
2.144
750514
2.144
-
Vivek Vikas, Director
13.
-
12500
12.
-
242028
11.
-
0.69
10.
-
242028
9.
-
537372
8.
-
1.53
1.53
7.
-
537372
537372
6.
1.53
-
-
-
750514
2.144
750514
2.144
537372
1.54
537372
1.54
-
Naveen Mehrotra, Director *
537372
1.54
537372
1.54
* Mr. Naveen Mehrotra retired as Director w.e.f September 25, 2014
NOTE: The following Directors / Key managerial personnel (KMP) did not hold any shares during financial
year 2014-15
• Mr. Anil Mansharamani, Director
• Mr. Sunil Sikka, Director
• Mr. Mukesh Gupta, Director
• Mr. Arjun Baljee, Director
• Mr. Sunil Sethi, Director
• Mr. Yogendra Yadav, Nominee Director, GNIDA
• Mr. Harish Kumar Verma, Nominee Director, GNIDA
• Mr. Praveen Singh, KMP
• Mr. Sachin Kumar Sinha, KMP
• Ms. Sakshi Sharma, KMP
V. INDEBTEDNESS (Amount in Rs.)
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans
excluding
deposits
Unsecured
Loans
Deposits*
Total
Indebtedness
i) Principal Amount
125,005,438
-
-
125,005,438
ii) Interest due but not paid
1,472,460
-
-
1,472,460
iii) Interest accrued but not due
-
-
-
-
Total (i+ii+iii)
126,477,898
-
-
126,477,898
Indebtedness at the beginning
of the financial year
| 31 |
Change in Indebtedness during the
financial year
Addition
-
-
-
-
Deduction
66,083,917
-
-
66,083,917
i) Principal Amount
59,746,789
-
-
59,746,789
ii) Interest due but not paid
647,192
-
-
647,192
iii) Interest accrued but not due
-
-
-
-
Total (i+ii+iii)
60,393,981
-
-
60,393,981
Net Change Indebtedness at
the end of the financial year
* Deposits received from scrap dealers are in the nature of business deposits.
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration of Managing Director, Whole time Director and/or Manager:
Sl. No. Particulars of Remuneration
Name of Manager
Total Amount
Praveen Singh
Manager
1.
Gross salary
(a) Salary as per provisions contained
in section 17(1) of the Income-tax
1,757,015
1,757,015
(b) Value of perquisites u/s 17(2)
Income-tax Act, 1961
-
-
(c) Profits in lieu of salary under
-
-
Act, 1961
section 17(3) Income-tax Act, 1961
2.
Stock Option
-
-
3.
Sweat Equity
-
-
4.
Commission
- others, specify…
-
-
Others, please specify
-
-
Total (A)
1,757,015
1,757,015
- as % of profit
5.
Ceiling as per the Act
| 32 |
5% of net profit
B. Remuneration to other directors
(Amount in Rs.)
Sl. No. Particulars of Remuneration
Name of Directors
Raj Kumar
Malhotra
Sudhir Tyagi
Non-Executive
Ravinder
Kumar Passi
Non-Executive
Director
Non-Executive
Director
1.
Independent Directors Fee for
Total Amount
Director
160,000
120,000
170,000
450,000
Commission
-
-
-
-
-
-
-
-
Total B(1)
160,000
120,000
170,000
450,000
Other Non-Executive Directors
Rakesh Kumar
Navratan Samdria Anil Mansharamani
Non-Executive
Non-Executive
Non-Executive
Chairman
Director
Director
committee meetings
130,000
40,000
200,000
370,000
Commission
-
-
-
-
-
-
-
-
Total B(2)
130,000
40,000
200,000
370,000
attending board / committee
meetings
2.
-
Fee for attending board /
Note:
a) Details of other non-executive directors continues below
b) None of the Directors of the company draws remuneration except sitting fees within prescribed limits
of the act for attending Board/committee meetings.
Remuneration to other directors: (Amount in Rs.) - Contd.
Particulars of Remuneration
Name of Directors
Total Amount
Mukesh Gupta
Non-Executive
Director
Babu Lal Dosi
Non-Executive
Director
Dinesh Kumar
Non-Executive
Director
Fee for attending board / committee
meetings
60,000
30,000
140,000
Commission
-
-
-
-
Total B(3)
60,000
30,000
140,000
230,000
230,000
Note: None of the Directors of the company draws remuneration except sitting fees within prescribed
limits of the act for attending Board/committee meetings
Name of Directors
Total Amount
Suresh Kumar
Gupta
Non-Executive
Director
Sunil Sethi
Non-Executive
Director
Ikramul Haq
Non-Executive
Director
meetings
60,000
20,000
50,000
130,000
Commission
-
-
-
-
Total B(4)
60,000
20,000
50,000
130,000
| 33 |
Name of Directors
Total Amount
Vivek Vikas
Non-Executive
Director
Sunil Sikka
Non-Executive
Director
Lekhraj
Maheshwari
Non-Executive
Director
meetings
160,000
50,000
60,000
Commission
-
-
-
-
Total B(5)
160,000
50,000
60,000
270,000
270,000
Name of Directors
Total Amount
Arjun Baljee
Non-Executive
Director
Kamal Soni
Non-Executive
Director
Harish Kumar
Verma
Nominee
Director GNIDA
meetings
30,000
50,000
20,000
Commission
-
-
Total B(6)
30,000
100,000
-
50,000
20,000
100,000
Name of Directors
Total Amount
Yogendra Yadav
Nominee Director, GNIDA
Naveen Mehrotra
Non-Executive Director *
meetings
20,000
-
20,000
Commission
-
-
-
-
-
-
Total B(7)
20,000
-
20,000
Total (B)= B(1)+ B(2)+ B(3)+ B(4)+
B(5)+ B(6)+ B(7)
1,570,000
Total Managerial Remuneration
1,570,000
Overall Ceiling as per the Act
11% of the net profits of the Company
* Mr. Naveen Mehrotra retired as Director w.e.f September 25, 2014
C. Remuneration of Key Managerial Personnel other than MD/WTD/Manager:
S.No. Particulars of Remuneration
Key Managerial Personnel
Sachin Kumar Sinha
Chief Financial Officer
1.
Sakshi Sharma
Company Secretary
Gross salary
(a) Salary as per provisions contained 1,756,760
in section 17(1) of the Income-tax
Act, 1961
| 34 |
Total Amount
684,554
2,441,314
(b) Value of perquisites u/s 17(2)
Income-tax Act, 1961
-
-
(c) Profits in lieu of salary under
section 17(3) Income-tax Act, 1961
-
-
2.
Stock Option
-
-
3.
Sweat Equity
-
-
4.
Commission
- others, specify…
-
-
-
Total (A)
1,756,760
- as % of profit
5.
684,554
2,441,314
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
There were no penalties / punishment / compounding of offences for breach of any section of Companies Act
against the Company or its Directors or other officers in default, if any, during the year.
Corporate Governance Report
For the Year 2014-15
Effective corporate governance practices constitute
the strong foundation on which successful commercial
enterprises are built to last. The Company's
philosophy on corporate governance oversees business
strategies and ensures fiscal accountability, ethical
corporate behaviour and fairness to all stakeholders
comprising of regulators, employees, customers,
vendors, investors and the society at large.
Composition
As on March 31, 2015, the Board had 19 Directors,
comprising of One Non-Executive Chairman, Two
Nominee Directors from Greater Noida Industrial
Development Authority ('GNIDA') and 16 NonExecutive Directors. The Board's role, functions,
responsibility and accountability are clearly defined.
In addition to its primary role of monitoring corporate
performance, the functions of the Board include:
•
Approving corporate philosophy and vision;
Our corporate governance policies recognize the
accountability of the Board and the importance of its
decisions to all our constituents, including investors,
employees and the regulatory authorities and to
demonstrate that the shareholders are the cause of
and ultimate beneficiaries of our economic activities.
The functions of the Board and the executive
management are well defined and are distinct from
one another. We have taken a series of steps including
the setting up of sub-committee of the Board to
oversee the functions of executive management.
•
Formulation of strategic and business plans;
•
Reviewing and approving financial plans and
budgets;
•
Monitoring corporate performance against
strategic and business plans, including overseeing
operations;
•
Ensuring ethical behaviour and compliance with
laws and regulations;
•
Reviewing and approving borrowing limits;
•
Formulating exposure limits; and
Board of Directors
•
Keeping shareholders informed regarding plans,
strategies and performance.
The Board of Directors is entrusted with the ultimate
responsibility of the management, general affairs,
direction and performance of the Company and has
been vested with requisite powers, authorities and
duties. The Board acts with autonomy and
independent in exercising strategic supervision,
discharging its fiduciary responsibilities and in ensuring
that the management observes high standards of
ethics, transparency and disclosure.
| 35 |
Board Meetings
During the financial year 2014- 2015, the Board met
4 (four) times as per the statutory requirements. The
dates of Board Meetings being July 14, 2014; August
27, 2014; November 13, 2014 and March 11, 2015.
The Company had its 13th Annual General Meeting
for FY 2013-14 on September 25, 2014.
Brief Statement on Company's philosophy
on Code of Governance
The particulars of Directors and their attendance for the Financial Year 2014-15 are given below:
Name of Director
Mr. Rakesh Kumar
| 36 |
Category
Attendance
Board
Meeting
Last
AGM
Chairman
Non Executive
4
Yes
Mr. Navratan Samdria
Director
Non-Executive
3
No
Mr. Raj Kumar Malhotra
Director
Non-Executive
4
Yes
Mr. Anil Mansharamani
Director
Non-Executive
4
Yes
Mr. D.Kumar
Director
Non-Executive
3
No
Mr. Sudhir Tyagi
Director
Non-Executive
3
Yes
Mr. Naveen Mehrotra*
Director
Non-Executive
-
No
Mr. Lekhraj Maheshwari
Director
Non-Executive
3
Yes
Mr. Ikramul Haq
Director
Non-Executive
3
No
Mr. Sunil Sethi
Director
Non-Executive
2
No
Mr. Sunil Sikka
Director
Non-Executive
1
Yes
Mr. Suresh Kumar Gupta
Director
Non-Executive
3
No
Mr. Ravinder Kumar Passi
Director
Non-Executive
4
Yes
Mr. Babu Lal Dosi
Director
Non-Executive
1
No
Mr. Vivek Vikas
Director
Non-Executive
4
Yes
Mr. Arjun Baljee
Director
Non-Executive
2
No
Mr. Mukesh Gupta
Director
Non-Executive
3
Yes
Mr. Kamal Soni #
Director
Non-Executive
2
Yes
Mr. Yogendra Yadav, GNIDA
Nominee from GNIDA
Non-Executive
1
No
Mr. Harish Kumar Verma, GNIDA
Nominee from GNIDA
Non-Executive
1
No
Nominee from
Ministry of Textiles
Non-Executive
1
No
Development Commissioner
(Handicrafts)
*
#
Designation
Retired as Director at the last AGM held on Sept. 25, 2014
Appointed as Director at the last AGM held on Sept. 25, 2014
The Board Committees play a crucial role in the
governance structure of the Company and have been
constituted to deal with specific areas / activities which
concern the Company and need a closer review. The
Board Committees are set up under the formal
approval of the Board to carry out clearly defined
roles which are considered to be performed by
members of the Board, as a part of good governance
practice. The Board supervises the execution of its
responsibilities by the Committees and is responsible
for their action. The minutes of the meetings of all
Committees are placed before the Board for review.
The Board Committees can request special invitees
to join the meeting, as appropriate.
The Board has currently established the following
statutory and non-statutory Committees
A. Audit Committee
The Audit Committee is headed by Mr. Mukesh
Gupta, and has Mr. Dinesh Kumar, Mr. Anil
Mansharamani, Mr. B.L.Dosi, Mr. R.K.Malhotra, Mr.
Ravindra K. Passi and Mr. Lekhraj Maheshwari as
members. Representatives of Statutory and Internal
Auditors are invitees to Audit Committee meetings.
directors. The Fast Track Committee is primarily
concerned:
•
To consider and take fast-track decisions on
matters for smooth functioning of the company
for developing more business opportunity in any
matter of the company except audit and transfer
of shares;
•
To take all such decisions that are required
incidentally or ancillary for company's growth
and development.
C. Project Execution Committee
Project Execution Committee constituted by the
Board of Directors is headed by Mr. Sudhir Tyagi and
has Mr. Raj Kumar Malhotra, Mr. Ravinder Kumar
Passi, Mr. Anil Mansharamani, Mr. D.Kumar, Mr.
Vivek Vikas, Mr. Kamal Soni and Mr. Lekhraj
Maheshwari as members and Mr. Rakesh Kumar as
an Ex-officio member. The committee is primarily
concerned :
•
Deciding any matter pertaining to tendering,
consideration of architects, consideration of nonscheduled items, extra items, quality matters;
•
Working in coordination with Project
management Consultants for taking various
inputs and to decide any other incidental or
related matter effecting construction work at site
as it may deem fit, and to engage temporarily
or permanent, material and resources for the
projects.
The Committee is responsible for:
a. Over viewing of the Company's financial
reporting process and the disclosure of its financial
information;
b. Recommending the appointment, remuneration
and terms of appointment of Statutory Auditors
as well as Internal Auditors of the Company and
approval for payment of any other services;
c.
Reviewing with management the annual
financial statements before submission to the
Board, focussing primarily on accounting policies
and practices;
d. Reviewing with management, Statutory Auditors
and Internal Auditor, the adequacy of internal
control systems;
e. Evaluating internal financial controls and risk
management systems;
f.
To look into any other matters that requires
monitoring or review of the functioning pertaining
to accounts and audit of the Company.
B. Fast Track Committee
Fast Track Committee constituted by the Board of
Directors consists of all directors except nominee
| 37 |
D. Operations & Maintenance Committee
Operations & Maintenance Committee constituted
by the Board of Directors consists of Mr. Vivek Vikas
as Convener, Mr. D.Kumar, Mr. Anil Mansharamani,
Mr. Sudhir Tyagi, Mr. Lekhraj Maheshwari, Mr.
Ravinder Kumar Passi, Mr. B.L.Dosi, Mr. Raj Kumar
Malhotra and Mr. Kamal Soni as members and Mr.
Rakesh Kumar as an Ex-officio member.
The committee is primarily concerned with:
•
Taking speedy and on the spot decisions on
various O&M matter i.e. Housekeeping services,
security services;
•
To verify and review the quality of maintenance
as per the requisite standards, opening of various
tender document, award of contract and to take
all necessary decisions that are required for
achieving the target set.
Committees of Board
E.
Mart Promotion Committee
Mart Promotion Committee constituted by the Board
of Directors consists of Mr. Raj Kumar Malhotra as
Convener; and Mr. Rakesh Kumar, Mr. Navratan
Samdria, Mr. Ravinder Kumar Passi, Mr. Suresh
Kumar Gupta, Mr. Babu Lal Dosi, Mr. Anil
Mansharamani, Mr. Sunil Sikka and Mr. Kamal Soni
as members.
The committee is authorised to deal with all the steps
on promotion of marts, taking necessary decisions
for continuous growth and development of the marts.
Mart promotion committee further looks into sorting
out the mart owners' grievances and matters relating
to their pending dues including settlement/waiver of
amounts, sale/ rent/lease/registry & pricing of marts,
resolving the disputes pending in Court or otherwise,
to arrive at amicable settlements amongst the parties
and within the interest of the company or taking any
such decision which the committee may consider fit
to run operations of the company smoothly, in a
hassle free environment and to minimise/prevent the
legal recourses.
F.
| 38 |
Marketing Committee
Marketing Committee constituted by the Board of
Directors consists of Mr. Sunil Sethi as Convener, Mr.
Raj Kumar Malhotra, Mr. Rakesh Kumar, Mr. Vivek
Vikas, Mr. D.Kumar, Mr. Anil Mansharamani and
Mr. Lekhraj Maheshwari as members.
Committee is authorized to take decisions on matters
relating to developing more business opportunity for
the company.
G. Banking and Budget Committee
Banking & Budget Committee constituted by the
Board of Directors consists of Mr. Ikramul Haq as
Convener, Mr. Suresh Kumar Gupta, Mr. Raj Kumar
Malhotra, Mr. Ravinder Kumar Passi, Mr. D.Kumar
as members and Mr. Rakesh Kumar as an Ex-officio
member.
The committee is primarily concerned with discussing
and negotiating matters with banks and financial
institutions to have uninterrupted growth of the
project, to oversee and review the yearly budgets of
the company and look into the affairs of banking
referred by other committees.
H. Settlement Committee
Settlement Committee constituted by the Board of
Directors consists of Mr. Lekhraj Maheshwari as
convener; and Mr. Raj Kumar Malhotra, Mr. Sudhir
Tyagi, Mr. Rakesh Kumar, Mr. Navratan Samdria,
Mr. Anil Mansharamani, Mr. Vivek Vikas, Mr.
D.Kumar, Mr. Ikramul Haq, Mr. Sunil Sikka, Mr.
Ravinder Kumar Passi, Mr. Mukesh Gupta, Mr.
B.L.Dosi and Mr. Suresh Kumar Gupta as members.
The responsibility of the committee is sorting out the
mart owners' grievances and matters relating to their
pending dues, resolving the disputes pending in Court
or otherwise, with mart owners/ vendors, agencies
etc. to arrive at amicable settlements amongst the
parties and within the interest of the company or
taking any such decision which the sub-committee
may consider fit to run operations of the company
smoothly, in a hassle free environment and to
minimise/prevent the legal recourses.
I.
Share Transfer Committee
Share Transfer Committee constituted by the Board
of Directors consists of Mr. D.Kumar, as Convener;
and Mr. Raj Kumar Malhotra, Mr. Ikramul Haq, Mr.
Suresh Kumar Gupta, Mr. Ravinder Kumar Passi, Mr.
Lekhraj Maheshwari, Mr. Kamal Soni as members
and Mr. Rakesh Kumar as an Ex-officio member.
The function of the committee is primarily dealing
with various issues related with the transfer and
transmission of shares, settling the issues related to
the investors/ shareholders of the company, take
opinion of legal experts on any company law matter
and to deal with other consequential matters.
J.
Nomination & Remuneration Committee
Nomination and Remuneration Committee
constituted by the Board of Directors is headed by
Mr. D.Kumar; with Mr. Rakesh Kumar, Mr. Ravinder
Kumar Passi, Mr. Suresh Kumar Gupta and Mr.
Lekhraj Maheshwari as members.
The role of Nomination and Remuneration committee
is as follows:
•
Determine/ recommend the criteria for
appointment of Executive, Non-Executive and
Independent Directors to the Board;
•
Determine/ recommend the criteria for
qualifications, positive attributes and
independence of Director;
•
Identify candidates who are qualified to become
Directors and who may be appointed in the
Management Committee and recommend to the
Board their appointment and removal;
•
Review and determine all elements of
remuneration package of all the Executive
Directors, i.e. salary, benefits, pension, etc;
•
Determine policy on service contracts, notice
period, severance fees for Directors and Senior
Management;
•
Location and time, where last three Annual General
Meetings held:
AGM
Number
Formulate criteria and carryout evaluation of
each Director's performance and performance
of the Board as a whole.
Date &
Time
11th
Crystal Ballroom II, The Lalit, 28th Sept.,
Barakhamba Avenue,
2012
Connaught Place,
11.00 a.m
New Delhi - 110001
12th
Grih Kalyan Kendra, Samaj 30th Sept.,
Sadan, Lodhi Road Complex,
2013
New Delhi -110003
11:00 a.m.
13th
Govt Servants Co-operative 25th Sept.,
2014
Housing Building Society Ltd.
Kalyan Kendra, 9, Paschimi
10 a.m
Marg, Vasant Vihar,
.
New Delhi - 110057
K. Corporate Social Responsibility committee
Corporate Social Responsibility Committee constituted
by the Board of Directors consists of Mr. Sudhir Tyagi,
as Convener; Mr. Babu lal Dosi, Mr. Raj Kumar
Malhotra, Mr. Ikramul Haq, Mr. Sunil Sethi as
members and Mr. Rakesh Kumar as an Ex-officio
member.
Location
The role of Corporate Social responsibility is as follows:
Formulating and recommending to the Board, a
Corporate Social Responsibility Policy which shall
indicate the activities to be undertaken by the
company as prescribed in the act;
•
Recommend the amount of expenditure to be
incurred on the activities;
•
monitor the Corporate Social Responsibility Policy
of the company from time to time;
•
To carry out responsibilities and formulating
policies prescribed under the Act.
L.
Stakeholders Relationship Committee
Stakeholders relationship Committee constituted by
the Board of Directors consists of Mr. Raj Kumar
Malhotra, as Convener; Mr. Sunil Sikka and Mr.
Kamal Soni as members; and Mr. Rakesh Kumar as
an Ex-officio member. The committee's role is to
consider and resolve the grievances of security holders
of the company and in the best interest of the
shareholders of the company.
General Body Meeting
Disclosure regarding Directors
All the Directors of the Company are non-executive
Directors and are paid only sitting fees for attending
the meetings of the Board/ committee thereof.
General Shareholder Information
•
•
Unclaimed dividends
Financial
Year
Date of
declaration
Due Date of
Transfer to IEPF
2012-13
September 30,
2013
November 1,
2020
2013-14
September 25,
2014
October 27,
2021
•
Project Location:
Plot No. 23-25, 27-29, Knowledge Park-II,
Greater Noida, Gautam Budh Nagar-201306,
Uttar Pradesh
Tel: 0120-2328011-20, Fax: 0120-2328010
E-mail: cs@indiaexpocentre.com;
info@indiaexpocentre.com
•
Registered Office & Address for correspondence:
Plot No. 1, 210, Atlantic Plaza, 2nd Floor,
Local Shopping Centre, Mayur Vihar Phase-I,
Delhi-110091, Phone Nos.: 011-22711497
B. Are polls proposed to be conducted through
postal ballot this year: No
D. No penalty has been imposed by any Statutory
Authority nor has any statutory authority passed
any strictures against the company.
| 39 |
The Company has no external Registrar and Share
Transfer agent. The Share transfer work is done inhouse by the Company. All share transfers etc. are
approved/ratified by a Committee/ Board of Directors
which meets periodically
A. Whether Special Resolutions were put through
postal ballot last year: No
C. The company has not entered in to any
transaction with related parties, which is
materially significant.
Registrar and Transfer Agents:
•
Annexure II to Board’s Report
Nomination & Remuneration Policy
The philosophy for remuneration of Directors, KMP
and all other employees of India Exposition Mart
Limited ("Company") is based on commitment
demonstrated by the Directors, KMPs and other
employees towards the Company and truly fostering
a culture of leadership with trust.
Role of Committee
This remuneration policy has been prepared pursuant
to the provisions of Section 178(3) of the Companies
Act, 2013 ("Act"). While formulating this Policy, the
Nomination and Remuneration Committee ("NRC")
has considered the factors laid down under Section
178(4) of the Act, which are as under:
a) Formulate the criteria for determining
qualifications, positive attributes and
independence of a director
a) The level and composition of remuneration is
reasonable and sufficient to attract, retain and
motivate directors of the quality required to run
the company successfully;
| 40 |
b) Relationship of remuneration to performance is
clear and meets appropriate performance
benchmarks;
c)
Remuneration to directors, key managerial
personnel and senior management involves a
balance between fixed and incentive pay
reflecting short and long-term performance
objectives appropriate to the working of the
company and its goals.
Definitions
a) Act means the Companies Act, 2013 and Rules
framed thereunder, as amended from time to
time
Matters to be dealt with, perused and recommended
to the Board by the Nomination and Remuneration
Committee
The Committee shall:
b) Identify persons who are qualified to become
Director and persons who may be appointed in
Key Managerial and Senior Management
positions in accordance with the criteria laid down
in this policy
c)
Key principles governing this remuneration policy are
as follows:
Board Membership Criteria
The Board of Directors and shareholders are
collectively responsible for selection of a member on
the Board. The Nomination and Remuneration
Committee of the Company follows a defined criteria
for identifying, screening, recruiting and
recommending candidates for election as a Director
on the Board. The criteria for appointment to the
Board include:
•
composition of the Board, which is commensurate
with companies portfolio and its status as a public
company;
•
size of the Board with optimal balance of skills
and experience in specific area of business;
•
desired age and diversity on the Board;
•
availability of time and other commitments for
proper performance of duties;
•
personal characteristics being in line with the
Company's values, such as integrity, honesty,
transparency, pioneering mind-set
•
balance of skills and expertise in view of the
objectives and activities of the Company;
b) Board means Board of Directors of the Company
c)
Directors mean Directors of the Company
d) Key Managerial Personnel means
•
Chief Executive Officer or the Managing
Director or the Manager;
•
Chief Financial Officer;
•
Company Secretary; and
•
such other officer as may be prescribed.
e) Senior Management means personnel of the
company who are members of its core
management team excluding the Board of
Directors including Functional Heads
Recommend to the Board, appointment and
removal of Director, KMP and Senior
Management Personnel
avoidance of any present or potential conflict of
interest;
The Board evaluates each individual in the context
of the Board as a whole, with the objective of having
a group that can best perpetuate the success of the
Company's business and represent stakeholders'
interests through the exercise of sound judgement,
using its diversity of experience.
In determining whether to recommend a Director for
re-election, the Committee shall consider the
Director's past attendance at meetings, participation
in meetings and contributions to the activities of the
Board. Board members are expected to rigorously
prepare for, attend and participate in all Board and
applicable committee meetings.
Performance evaluation of Board,
Committees and individual Directors
A formal evaluation of the performance of the Board,
its Committees, the Chairman and the individual
Directors shall be carried out by the Nomination &
Remuneration Committee, with evaluation through
use of individual questionnaires covering amongst
others vision, strategy & role clarity of the Board,
Board dynamics & processes, contribution towards
development of the strategy, risk management,
budgetary controls, receipt of regular inputs and
information, functioning, performance & structure of
Board Committees, ethics & values, skill set,
knowledge & expertise of Directors, leadership etc.
As part of the evaluation process, the performance
of non-independent Directors, the Chairman and the
Board shall be done by the independent Directors.
The performance evaluation of the respective
Committees and that of independent and nonindependent Directors shall be done by the Board
excluding the Director being evaluated.
The NRC shall recommend to the Board, the
performance of each Director based upon the
outcome of the evaluation process which is driven
by various factors including attendance and time spent
in the Board and committee meetings, individual
contributions at the meetings and contributions made
by Directors other than in meetings.
In addition to the sitting fees, the Company may pay
to any Director such fair and reasonable expenditure,
as may have been incurred by the Director while
performing his/her role as a Director of the Company.
This could include reasonable expenditure incurred
by the Director for attending Board/Board committee
meetings, general meetings, court convened
meetings, meetings with shareholders/creditors/
management, site visits, induction and training
(organised by the Company for Directors) and in
obtaining professional advice from independent
advisors in the furtherance of his/her duties as a
director.
Remuneration for Non-Executive and
Independent Directors
Non-Executive and Independent Directors are eligible
for sitting fees not exceeding the limits prescribed
under the Companies Act, 2013. The remuneration
payable to Non- Executive and Independent Directors,
if any, is decided by the Board of Directors shall be
subject to the overall approval of Members of the
Company and Central Government, wherever
required.
Within the parameters prescribed by law, any change
in the payment of sitting fees will be recommended
by the Nomination and Remuneration Committee
and approved by the Board. As per earlier decision,
Non-Executive Directors and Independent Directors
to be currently paid sitting fees of Rs. 20,000 for
attending every meeting of the Board and Rs. 10,000
towards attending Committee meeting. The
travelling expenses for attending meetings and other
related expenses to be paid to non-executive directors
and do not constitute part of remuneration.
| 41 |
Remuneration for KMP / rest of the
employees
The extent of overall remuneration should be sufficient
to attract and retain talented and qualified individuals
suitable for every role. Hence remuneration should
be:
•
Competitive that attracts talent,
•
Based on the role played by the individual in
managing the Company including responding to
the challenges faced by the Company,
•
Reflective of size of the Company, complexity of
the sector/industry/company's operations and the
Company's capacity to pay,
•
Consistent with recognised best practices and
aligned to any regulatory requirements.
•
Remuneration payable to Director for
services rendered in other capacity
The remuneration payable to the Directors shall be
inclusive of any remuneration payable for services
rendered by such Director in any other capacity unless:
A) The services rendered are of a professional
nature; and
b) The NRC is of the opinion that the Director
possesses requisite qualification for the practice
of the profession.
Frequency of Meetings
The meeting of the Committee shall be held at such
regular intervals as may be required.
Secretary
The Company Secretary of the Company shall act as
Secretary of the Committee
Voting
| 42 |
a) Matters arising for determination at Committee
meetings shall be decided by a majority of votes
of Members present and voting and any such
decision shall for all purposes be deemed a
decision of the Committee
b) In the case of equality of votes, the Chairman/
Convener of the meeting shall have a casting
vote.
Convener
a) Chairman of the Company may be appointed
as a member of the Committee but shall not be
a Convener of the Committee
b) In the absence of the Convener, the members
of the Committee present at the meeting shall
choose one amongst them to act as Convener
c)
Convener of the Nomination and Remuneration
Committee meeting could be present at the
Annual General Meeting or may nominate some
other member of the committee to answer the
shareholders' queries
Policy implementation
The NRC is responsible for recommending the
remuneration policy to the Board. The Board is
responsible for approving and overseeing
implementation of the remuneration policy.
Review of the Policy
This Policy will be reviewed and reassessed by the
NRC as and when required and appropriate
recommendations shall be made to the Board to
update this Policy based on changes that may be
brought about due to any regulatory amendments or
otherwise.
Annexure III to Board’s Report
Corporate Social Responsibility
Policy
India Exposition Mart Ltd ('the Company') is
committed to conduct its business in a socially
responsible, ethical and environmentally friendly
manner and to continuously work towards
improving quality of life of the communities in
its operational areas.
2. Policy details
The CSR activities of the Company will be
implemented in accordance with the following
core values:
Protecting Stakeholder Interests
•
•
Proactively engage with relevant
stakeholders, understand their concerns and
be responsive to their needs;
Use & promote systematic processes to
engage with the stakeholders and address
their issues in a just, fair and equitable
manner;
Inclusive Development
•
Channelizing resources & efforts towards
making positive and sustainable contribution
in social and economic development
•
Aligning CSR practices & programs to
complement and support the developmental
priorities at local, state and national levels
•
Inclusive approach towards stakeholders and
promote diversity through affirmative action
3. Scope of areas
a) Artisans and craftsperson
•
•
To promote and support the artisans and
craftsperson dealing in handicrafts and allied
products;
To initiate such activities that would be
required for welfare of artisans and their
education and training;
•
To give financial or other assistance in kind
by way of distribution of books, clothes to
the artisans.
b) Environment
To promote and support such activities that
would help in protecting and maintaining
the environment concerns of the citizens
4. Planning,
implementation
monitoring of CSR activities
&
a) The conduction of CSR activities shall be
executed by CSR Committee;
b) The CSR Committee shall periodically report
its decision to Board of Directors;
c)
All the CSR activities shall be monitored
regularly by CSR Committee through its
Convener/ Chairman of the company.
| 43 |
5. Budget
The Board of IEML will ensure that in each
financial Year (FY), at least two percent of the
average net profit (calculated as per Section 198
of the Act) accrued during the three immediately
preceding Financial Years, is spent on CSR
activities / projects / programs.
In the event, that amount indicated in para above
is not spent in its entirety in that Financial Year,
the reasons thereof will be outlined as per section
134 (3) (o) of the Act to be shared with all the
stakeholders through the Annual Report and the
unspent amount shall be carried forward to next
year.
6. Monitoring and assessment
a) The Board shall decide the spending of CSR
expenditure towards the project;
b) Every six months, the Board of Directors and
CSR Committee shall review the
implementation of CSR;
1. Policy objective
c)
The evaluation of major projects may be
carried out by a third party to critically assess
the fulfilment of project objectives;
d) Annual audit of all activities undertaken by
the company would be done by Internal
Auditor of the Company;
e) CSR policy and initiatives of the Company
will be reported in the Annual Report of the
Company. All the CSR & Sustainability
projects would be documented and hosted
on company's website also.
7. Review mechanism
The CSR Policy outlines the framework within
which CSR & Sustainability activities would be
undertaken. Further, any or all provisions of the
CSR & Sustainability Policy would be subject to
| 44 |
revision/ amendment in accordance with the
guidelines on the subject as may be issued from
Ministry of Corporate Affairs or any other
authorities, from time to time.
8. Disclosure
Company shall comply with Section 135 of the
Act thereby ensuring that it makes a full disclosure
of its CSR Policy, Projects / Programmes,
Activities, monitoring mechanism, Implementing
Agencies, Expenditure details as well as the
composition of the CSR Committee of the Board.
9. Secretary
The Company Secretary of the Company shall
act as Secretary of the Committee
| 45 |
Financial
Statements
Independent Auditors' Report
TO THE MEMBERS OF
INDIA EXPOSITION MART LIMITED
We have audited the accompanying financial
statements of INDIA EXPOSITION MART LIMITED
("the Company"), which comprise the Balance Sheet
as at March 31, 2015, the Statement of Profit and
Loss, the Cash Flow Statement for the year then
ended, and a summary of the significant accounting
policies and other explanatory information.
Management's Responsibility for the
Financial Statements
| 46 |
The Company's Board of Directors is responsible for
the matters stated in Section 134(5) of the Companies
Act, 2013 ("the Act") with respect to the preparation
of these financial statements that give a true and
fair view of the financial position, financial
performance and cash flows of the Company in
accordance with the accounting principles generally
accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.
This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting
frauds and other irregularities; selection and
application of appropriate accounting policies;
making judgments and estimates that are reasonable
and prudent; and design, implementation and
maintenance of adequate internal financial controls,
that were operating effectively for ensuring the
accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the
financial statements that give a true and fair view
and are free from material misstatement, whether
due to fraud or error.
report under the provisions of the Act and the Rules
made thereunder.
We conducted our audit in accordance with the
Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that we
comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance
about whether the financial statements are free from
material misstatement.
An audit involves performing procedures to obtain
audit evidence about the amounts and the disclosures
in the financial statements. The procedures selected
depend on the auditor's judgement, including the
assessment of the risks of material misstatement of
the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor
considers internal financial control relevant to the
Company's preparation of the financial statements
that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness
of the accounting policies used and the
reasonableness of the accounting estimates made
by the Company's Directors, as well as evaluating
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for
our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and
according to the explanations given to us, the
aforesaid financial statements give the information
required by the Act in the manner so required and
give a true and fair view in conformity with the
accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31,
2015, and its profit and its cash flows for the year
ended on that date.
Auditors' Responsibility
Our responsibility is to express an opinion on these
financial statements based on our audit.
Report on Other Legal and Regulatory
Requirements
We have taken into account the provisions of the
Act, the accounting and auditing standards and
matters which are required to be included in the audit
1. As required by the Companies (Auditor's Report)
Order, 2015 ("the Order"), issued by the Central
Government of India in terms of sub-section (11)
of Section 143 of the Act, we give in the
"Annexure A" a statement on the matters
specified in paragraphs 3 and 4 of the Order, to
the extent applicable.
2. As required by Section 143 (3) of the Act, we
report that:
(a) We have sought and obtained all the
information and explanations which to the
best of our knowledge and belief were
necessary for the purposes of our audit.
(b) In our opinion, proper books of account as
required by law have been kept by the
Company so far as it appears from our
examination of those books.
(c) The balance sheet, the statement of profit
and loss and the cash flow statement dealt
with by this Report are in agreement with
the books of account maintained by the
Company.
(d) In our opinion, the aforesaid financial
statements comply with the Accounting
Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.
(e) On the basis of the written representations
received from the directors as on March 31,
2015 taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31, 2015 from being appointed
as a director in terms of Section 164 (2) of
the Act.
(f) With respect to the other matters to be
included in the Auditor's Report in accordance
with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to
the best of our information and according
to the explanations given to us:
i.
The Company has disclosed the impact
of pending litigations on its financial
position in its financial statements - Refer
Note 27 to the financial statements.
ii.
The company did not have any long term
contracts including derivative contracts
for which there were any material
foreseeable losses.
iii. there were no amounts which were
required to be transferred to the Investor
Education and Protection Fund by the
company.
| 47 |
For JAIN KAPILA ASSOCIATES
(Firm Registration No. 000287N)
New Delhi
August 24, 2015
Sd/D.K. Kapila
Partner
M. No. 016905
Annexure - A to the Independent Auditors' Report
(Referred to in paragraph 1 under 'Report on Other
Legal and Regulatory Requirements' section of our
report of even date)
i.
In respect of its fixed assets:
a. The INDIA EXPOSITION MART LIMITED has
maintained proper records showing full
particulars, including quantitative details and
situation of fixed assets.
b. The fixed assets were physically verified
during the year by the Management in
accordance with a regular programme of
verification which, in our opinion, provides
for physical verification of all the fixed assets
at reasonable intervals.
ii.
In respect of its inventories:
(a) As explained to us, the inventories were
physically verified during the year by the
Management.
(b) In our opinion and according to the
information and explanations given to us,
the procedures of physical verification of
inventories followed by the Management are
reasonable and adequate in relation to the
size of Company and the nature of its
business.
| 48 |
(c) In our opinion and according to the
information and explanations given to us,
the Company has maintained proper records
of its inventories and no material
discrepancies were noticed on physical
verification.
iii. Company has not granted unsecured loan to
company covered in the Register maintained
under Section 189 of the Companies Act, 2013.
iv. In our opinion according to the information/
explanations given to us, receipt of the principle
amount and interest are not applicable on the
company as it has not given any loan to any
person/company.
v.
In our opinion according to the information/
explanations given to us, no overdue amount is
pending for more than 1.00 Lac INR.
vi. In our opinion and according to the information
and explanations given to us, there is an
adequate internal control system commensurate
with the size of the Company and the nature of
its business, for the purchase of inventory and
fixed assets and for the sale of goods and
services.
vii. According to the information and explanations
given to us, Company has not accepted the
deposits under directives issued by Reserve Bank
of India and the provisions of Section 73 to 76 or
any other relevant provisions of the companies
act.
viii. The Government of India has not prescribed the
maintenance of cost records under Sub section
(1) of Section 148 of the Companies Act 2013.
ix. According to the information and explanations
given to us, in respect of statutory dues:
(a) The Company has been regular in depositing
undisputed statutory dues, including
Provident Fund, Investor Education and
Protection Fund, Employees' State Insurance,
Income-tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty, Value added
Tax, Cess and other material statutory dues
applicable to it with the appropriate
authorities.
(b) There were no undisputed amounts payable
in respect of Provident Fund, Investor
Education and Protection Fund, Employees'
State Insurance, Income-tax, Sales Tax,
Wealth Tax, Service Tax, Customs Duty,
Excise Duty, Cess and other material
statutory dues in arrears as at 31 March,
2015 for a period of more than six months
from the date they became payable.
(c) In case of dues of Income Tax or Sales Tax
or Wealth Tax or Service Tax or Duty of
Custom or duty of Excise or Value added
Tax or Cess have not been deposited on
account of any dispute, then the amounts
involved and a forum where is pending shall
be mentioned:
According to the records of the company
dues of service Tax, Interest, Works
Contracts Tax and Sales Tax which have not
been deposited on account of disputes are
stated below:
Name Nature Amount Period
of the of the (Rs. in
Statue dues
Lacs)
Forum of
Dispute
Service Service 172.45 2005-06
Tax
Tax
&
Laws
and
2006-07
Penalty
Appellate
Tribunal
Income Interest
Tax Act on TDS
0.59 2008-09
Assessing
Officer
Sales
Tax Act
WCT
7.49 2006-07
Joint
Commissioner
Appeal
Sale Tax Trade
Act
Tax
0.68 2012-13
Assistant
Commissioner
An amount of Rs 8.17 Lacs has been deposited w.r.t.
Sales Tax in which litigation is pending.
(d) As per information / explanations given to
us no amount required to be transfer to
Investor Education & Protection Fund
accordance with the relevant provisions of
the Companies act 2013.
x.
The Financial Statements of the Company as at
March 31, 2015 do not show any accumulated
losses. The company has not incurred any cash
losses during the financial year covered by our
audit and in the immediately preceding financial
year and company has not incurred any cash
losses during the financial year and immediately
preceding financial year.
xi. In our opinion and according to the information
and explanations given to us, the Company has
not defaulted in the repayment of dues to financial
institutions, banks and debenture holders.
xii. According to the information and explanations
given to us, the Company has not given any
guarantees for loans taken by others from banks
and financial institutions which is prejudicial to
the interest of the company.
xiii. In our opinion and according to the information
and explanations given to us, the Company has
not taken any term loans during the year.
xiv. During the course of our examination of the
books and records of the Company, carried out
in accordance with generally accepted auditing
practices in India, and according to the
information and explanation given to us there
are no fraud on/or by the company has been
noticed or reported during the year.
| 49 |
(Firm Registration No. 000287N)
New Delhi
August 24, 2015
Sd/D.K. Kapila
Partner
M. No. 016905
Balance Sheet as at 31st March, 2015
Particulars
Note As at 31st March, 2015 As at 31st March, 2014
No.
EQUITY AND LIABILITIES
Shareholders’ funds
(a) Share capital
(b) Reserves and surplus
1
2
350,000,000
316,493,215
666,493,215
–
350,000,000
257,599,239
607,599,239
–
3
4
–
17,700,011
–
–
17,700,011
60,205,438
27,195,492
–
–
87,400,930
–
39,733,357
121,178,304
99,579,371
260,491,032
944,684,257
–
63,068,647
158,227,411
94,380,644
315,676,702
1,010,676,871
629,904,780
801,534
7,559,650
638,265,964
690,620,795
617,230
–
691,238,025
–
83,026,608
31,393
83,058,001
–
8,807,149
50,962,099
59,769,248
–
3,893,718
109,314,587
31,585,210
75,145,672
3,421,105
223,360,292
944,684,257
–
24,977,879
122,968,915
26,531,652
82,179,612
3,011,540
259,669,598
1,010,676,871
Share application money pending allotment
Non-current liabilities
(a) Long-term borrowings
(b) Deferred tax liability (net)
(c) Other long-term liabilities
(d) Long-term provisions
Current liabilities
(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities
(d) Short-term provisions
5
6
7
TOTAL
| 50 |
ASSETS
Non-current assets
(a) Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) CWIP
8
8
(b) Non-current investments
(c) Deferred tax assets (net)
(d) Long-term loans and advances
(e) Other non-current assets
9
10
Current assets
(a) Current investments
(b) Inventories
(c) Trade receivables
(d) Cash and bank balances
(e) Short-term loans and advances
(f) Other current assets
11
12
13
14
15
TOTAL
Notes ‘1’ to ‘33’ forms integral part of these Financial Statements
FOR AND ON BEHALF OF BOARD OF DIRECTORS
Sd/RAVINDER K. PASSI
DIRECTOR
Sd/PRAVEEN SINGH
MANAGER
Delhi
24th August, 2015
Sd/RAJ K. MALHOTRA
DIRECTOR
Sd/SACHIN K. SINHA
CHIEF FINANCIAL OFFICER
AS PER OUR SEPARATE REPORT OF EVEN DATE
Sd/IKRAMUL HAQ
DIRECTOR
Sd/SAKSHI SHARMA
COMPANY SECRETARY
CHARTERED ACCOUNTANTS
FIRM REGISTRATION No. 000287N
Sd/D.K. KAPILA
MEMBERSHIP NO. 016905
PARTNER
Statement of Profit and Loss for the year ended 31st March, 2015
Particulars
Note
No.
For the year ended
31st March, 2015
For the year ended
31st March, 2014
16
17
503,637,823
52,431,077
556,068,900
561,044,691
40,712,912
601,757,603
18
19
20
8
21
19,969,085
28,517,758
11,451,494
92,315,656
266,388,828
–
24,130,316
20,949,173
52,708,820
233,955,803
418,642,821
331,744,113
137,426,079
270,013,490
1,270,469
(1,761)
138,696,548
270,011,729
–
(15,092,262)
138,696,548
254,919,467
57,454,194
59,652,521
–
(11,117,871)
(b) Deferred tax
(9,495,481)
3,452,094
Profit/(Loss) from continuing operations (7 ± 8)
90,737,835
202,932,723
Profit/(Loss) for the year
90,737,835
202,932,723
Basic
2.59
5.80
Diluted
2.59
5.80
CONTINUING OPERATIONS
Revenue from operations
Other income
Total Revenue (1)
Expenses
(a )Change in Inventories of Stock in Trade
(b) Employee benefits expense
(c) Finance costs
(d) Depreciation and amortisation expense
(e) Other expenses
Total Expenses (2)
Profit / (Loss) before exceptional and
extraordinary items and tax 3=(1 ± 2)
Exceptional items (4)
22
Profit / (Loss) before extraordinary items
and tax 5 = (3 ± 4)
Extraordinary items (6)
23
Profit / (Loss) before tax 7=(5 ± 6)
Tax expense: (8)
(a) Current tax
- Provision for Taxation
- Prior Period Income Tax Adjustment
| 51 |
Earning Per Equity Share
Notes ‘1’ to ‘33’ forms integral part of these Financial Statements
DIRECTOR
Sd/PRAVEEN SINGH
MANAGER
Delhi
24th August, 2015
Sd/RAJ K. MALHOTRA
DIRECTOR
Sd/SACHIN K. SINHA
Sd/IKRAMUL HAQ
DIRECTOR
Sd/SAKSHI SHARMA
COMPANY SECRETARY
Sd/D.K. KAPILA
PARTNER
Cash Flow Statement
As at 31st
As at 31st
March 2015 March 2015
As at 31st
March 2014
138,696,548
270,011,729
As at 31st
March 2014
Cash Flow from Operating Activities
Net Profit/(Loss) before taxation &
extraordinary items
Adjustments for:
Depreciation
92,928,088
Extraordinary Items
–
Provision for CSR expenditure
(1,698,046)
Profit/Loss on Sale/Disposal of Assets
(1,270,469)
Interest Income
(8,454,426)
Interest Expenses
11,451,494
Operating Profit before
Working Capital Changes
231,653,189
Decrease/(Increase) in Debtors
13,654,328
Decrease/(Increase) in other Current Assets
71,605,302
(Decrease)/Increase in Current Liabilties
(112,639,864)
Decrease/(Increase) in loan & Advance
(67,185,519)
Cash Generated from Operating
137,087,436
Income tax paid
–
Wealth tax paid
–
| 52 |
52,708,820
(15,092,262)
–
1,761
(13,104,016)
20,949,173
315,475,206
(9,513,722)
220,906
(57,307,305)
(29,610,497)
219,264,588
–
–
Cash generated from Operations
137,087,436 137,087,436
Cash Flow from Investing Activities
Purchase of Fixed Assets
Addition of CWIP
Interest received
Sale of Fixed Assets
(36,917,013)
(7,559,650)
8,454,426
1,270,469
Net Cash from Investing Activities
(34,751,769) (34,751,769) (156,011,109) (156,011,109)
Cash Flow from Financing Activities
Repayment of Secured Loan
Grant received during the year
Interest Paid
Dividend Paid
Tax on Dividend
219,264,588
(169,115,124)
–
13,104,016
–
(60,205,438)
16,500,000
(11,451,494)
(35,000,000)
(7,125,177.00)
Net Cash from Financing Activities
Net Increase / Decrease in Cash &
Cash Equivalents
Cash & Bank Balances at beginning
of the year
Cash & Bank Balances at the end of the year
219,264,588
(64,800,000)
–
(20,949,173)
(35,000,000)
(5,948,250)
(97,282,109) (97,282,109) (126,697,423) (126,697,423)
5,053,558
(63,443,944)
26,531,652
31,585,210
89,975,596
26,531,652
Note: i. Previous year's figures have been rearranged wherever necessary to conform to the current year's presentation.
DIRECTOR
Sd/PRAVEEN SINGH
MANAGER
Delhi
24th August, 2015
Sd/RAJ K. MALHOTRA
DIRECTOR
Sd/SACHIN K. SINHA
Sd/IKRAMUL HAQ
DIRECTOR
Sd/SAKSHI SHARMA
COMPANY SECRETARY
Sd/D.K. KAPILA
PARTNER
Notes to the Financial Statements
E.
Intangible assets are stated at cost of acquisition
less accumulated amortization.
A. BASIS FOR PREPARATION OF FINANCIAL
STATEMENT
The financial statements have been prepared
under the historical cost convention in accordance
with Generally Accepted Accounting Principle
(GAAP) on the accrual basis. GAAP comprises
mandatory accounting standards as prescribed
under Section 133 of the Companies Act, 2013
('the Act') read with Rule 7 of the Companies
(Accounts) Rules 2014, the provisions of the Act
(to the extent notified) as adopted consistently
by the company during the year.
F.
iii. The Management estimates the useful life
of Mobile phone (Electrical & Office
Equipments) to be 3 years.
G. IMPAIRMENT OF ASSETS
The cost of the leasehold land is capitalized on
the basis of cost plus future interest payable to
the Greater Noida Industrial Development
Authority. Appropriate disclosures have been
provided in the notes of accounts.
| 53 |
An asset is treated as impaired when the carrying
cost of assets exceeds its recoverable value. An
impairment loss is charged to the profit and loss
account in the year in which an asset is identified
as impaired. The impairment loss recognized in
prior accounting period is reversed if there has
been a change in the estimates of recoverable
amount.
H. REVENUE RECOGNITION
b) Asset valuing upto Rs. 5000/- excluding
furniture, fixture and wooden crates are
charged to revenue in the year of its
purchase.
D. LEASED ASSETS
Depreciation on all fixed assets of the
company are provided on Written Down
Method .The Company has revised
depreciation rate on fixed assets w.e.f. 01st
April, 2014 as per useful life speceified in
schedule II of the Companies Act, 2013 as
reassessed by the Company.
ii. Cost of Leasehold land not exceeding 90
years is amortized over the lease term.
Interest cost on leasehold land is capitalized
with retrospective date. The effect due to
capitalization on financial statement are
given in the notes to accounts which are
self explanatory in nature.
C. OWN FIXED ASSETS
a) Fixed assets are stated at cost less
accumulated depreciation. All costs relating
to & including financing cost till
commencement of commercial start up of
the project including adjustments arising from
exchange rate variations relating to
borrowing attributable to the fixed assets are
capitalized.
DEPRECIATION
i.
B. USE OF ESTIMATES
The preparation of financial statements requires
estimates and assumptions to be made that affect
the reported amount of assets and liabilities on
the date of the financial statements and the
reported amount of revenues and expenses
during the reporting period. Difference between
the actual results and estimates are recognized
in the period in which the results are known /
materialized.
INTANGIBLE ASSETS
I.
I.
All incomes are recognized on accrual basis.
II.
Receipts on account of sale of marts are
recognized in the year of transfer of rights /
handing over of possession.
BORROWING COSTS
Borrowing costs that are attributable to the
acquisition or construction of the qualifying assets
are capitalized as part of the cost of such assets.
A qualifying asset is one that necessarily takes
substantial period of time to get ready for
intended use. All other borrowing costs are
charged to the revenue.
SIGNIFICANT ACCOUNTING POLICIES
J.
I.
All incomes are recognized on accrual basis.
(a) Transactions denominated in foreign
currencies are normally recorded at the
exchange rate prevailing at the time of the
transaction.
(b) Monetary items denominated in foreign
currencies at the year end are the re-stated
at the year-end rates.
(c) Non-monetary foreign currency items are
carried at cost.
(d) Any income and expenses on account of
exchange difference either on settlement or
on translation is recognized in the profit and
loss account except in cases where they
relate to acquisition of fixed assets in which
case they are adjusted to the carrying cost
of such assets.
K. EMPLOYEE BENEFITS
| 54 |
Short term employee benefits are recognised as
expenses in the statement of profit and loss of
the year in which the related service is rendered.
The retirement benefits arising to the employees
is provided on the basis of the actuarial valuation
as and when the same accrues.
Post Employment & other long term employee
benefits: The Company's contribution to
Employees Provident Fund is charged to the
statement of profit and loss. In respect of gratuity,
the Company funds the benefits through annual
contributions to the Life Insurance Corporation
of India (LIC). The Company provides for a long
term defined benefit schemes for payment of
earned leave on the basis of an actuarial
valuation on the balance sheet date. The
actuarial valuation of the liability towards the
earned leave benefits of the employees is made
on the assumptions of discount rate and salary
growth rate. The Company recognises the
actuarial gains and losses in the statement of
profit & loss account as income and expenses in
the period in which they occur.
FOREIGN CURRENCY TRANSACTIONS
L.
COMMON EXPENDITURE
Capitalization / allocation of costs to various fixed
assets has been made on the basis of technical
evaluation conducted by a technical expert.
M. PROVISION, CONTINGENT LIABILITIES AND
CONTINGENT ASSETS
Provision involving substantial degree of
estimation in measurement are recognized when
there is a present obligation as a result of past
events and it is probable that their will be an
outflow of resources. Contingent liabilities are
not recognized but are disclosed in the notes.
Contingent assets are neither recognized nor
disclosed in the financial statements.
N. PROVISION FOR CURRENT AND DEFERRED
TAXES
Provisions for current tax is made, if applicable,
after taking into consideration benefits
admissible under the provisions of the Income
Tax Act, 1961.
Deferred Tax resulting from “timing difference”
between book and taxable profit is accounted
for using the tax rates and laws that are enacted
or substantively enacted as on the balance sheet
date. The deferred tax asset is recognized and
carried forward only to the extent that there is a
reasonable certainty that the assets will be
realized in future.
O. GRANT IN AID
Grant in aid received on account of or towards
capital expenditure is capitalized under the head
building reserve account. The depreciation is
accordingly reduced from the building reserve
account.
Notes to the Financial Statements
Note 1 Share Capital
Particulars
As at 31 March 2015
As at 31 March 2014
Authorised
50,000,000 Equity shares of Rs.10/- each
500,000,000
500,000,000
Issued
35,000,000 Equity shares of Rs.10/- each
350,000,000
350,000,000
350,000,000
350,000,000
350,000,000
350,000,000
350,000,000
350,000,000
Subscribed & Paid up
35,000,000 Equity Shares of Rs.10/- each, fully paid up
(Out of the above, 767,802 Equity Shares were issued
for consideration other than cash to Greater Noida
Industrial development Authority for lease of Land)
(Previous year 35,000,000 Equity Shares of Rs.10/- each,
fully paid up)
Total
The Company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is
eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive
the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their
shareholding.
| 55 |
Reconcilation of Number of Shares:
Particulars
Balance at the beginning of the year
Add: shares issued during the year
Balance as at the end of the year
As at 31 March, 2015
Number of
shares held
Amount
Number of
shares held
Amount
35,000,000
350,000,000
35,000,000
350,000,000
–
–
–
–
35,000,000
350,000,000
35,000,000
350,000,000
Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company:
M/s Vectra Investments Private Limited
Number of
shares held
% of holding
Number of
shares held
% of holding
7,940,000
22.686
7,940,000
22.686
Particulars
Note 2 Reserves and Surplus
Particulars
As at 31 March
2015
As at 31 March
2014
(a) Building Reserve
Opening balance
50,413,670
56,015,189
Grant received during the year
16,500,000
–
4,277,370
(5,601,519)
Less: Utilised / transferred during the year
Closing Balance
Total (a)
(b) Profit & Loss Account
Balance as per last financial statements
Profit / (Loss) for the year
Less: Appropriations
Adjustment on account of depreciation
Provision for CSR expenditure
Proposed Dividend on Equity Shares for the year
Dividend Distribution Tax on Proposed Dividend
on Equity Shares
Total (b)
Total (a)+(b)
62,636,300
62,636,300
50,413,670
207,185,569
90,737,835
45,201,096
202,932,723
(243,266)
(1,698,046)
(35,000,000)
(35,000,000)
(7,125,177)
253,856,915
316,493,215
(5,948,250)
207,185,569
257,599,239
Note 3 Long-term Borrowings
Particulars
As at 31 March, 2015 As at 31 March, 2014
| 56 |
Term Loans
From Banks - Secured
–
60,205,438
Total
–
60,205,438
Nature of Security and Terms of Repayment for Long Term secured borrowings:
Nature of Security
Term loan amounting to Rs. 6.04 crores (March 31, 2013: Rs. 12.65 Crore) is equitable mortage of company
1,82,242 square meter land & construction of building at plot no. 25, 27, 28 & 29 at Knowledge Park-II,
Greater Noida-201306, Uttar Pradesh.
Terms of Repayment
Repayable in 22 quarterly installments (as per Restructuring of Term Loan dated-30/06/2009) commencing
from October, 2010, Last instalment due in March,2016. Rate of intrest 13.85% p.a. as at year end (Previous
year 13.85% p.a.).
Note 4 Deferred Tax Liability
Particulars
Opening Balance
27,195,492
23,743,398
Add: Related to Fixed Assets
(9,452,950)
3,142,062
Add: Reversal of Deffered Tax Assets
182,215
582,696
Add: Increase in Defered Tax Liability
due to Increase of Tax Rate
–
366,835
(224,746)
(639,499)
17,700,011
27,195,492
Less: U/s 43B Items -Deffered Tax Assets Created
Closing Balance
Note 5 Trade Payables
Particulars
Trade payables
39,733,357
63,068,647
Total
39,733,357
63,068,647
Note 6 Other Current Liabilities
Particulars
(a) Current Maturities of Long Term Debts
60,393,981
66,272,460
938,896
328,221
(i) Statutory remittances (Contributions to PF
and ESIC, withholding Taxes, Excise Duty,
VAT, Service Tax, etc.)
3,472,490
8,215,823
(ii) Provision for Employee Benefit (Note - 25)
898,511
805,403
(iii) Trade / security deposits received
13,081,487
19,308,352
(iv) Advances from customers
33,936,606
56,745,851
314,254
1,062,292
(vii) Provision for CSR Expenditure
1,698,046
–
(vi) Expenses Payable
6,444,033
5,489,010
121,178,304
158,227,411
(b) Unpaid Dividends
(c) Other Payables
(v) Stale Cheques
Total
| 57 |
Note 7 Short Term Provisions
Provision for Taxation
57,454,194
53,432,394
Proposed equity dividend
35,000,000
35,000,000
7,125,177
5,948,250
99,579,371
94,380,644
Provision for tax on proposed equity dividend
Total
Particulars
180,728,553
12,781,290
7,342,728
9,596,922
(c) Plant and
Equipment
(d) Furniture
and Fixtures
(e) Vehicles
(f) Computers
And Related
Systems
-
853,426
423,625
58,410
3,095,162
32,236,390
-
1,517,240
1,517,240
1,517,240
Total
Previous Year
1,106,764,042
250,000
250,000
169,115,124
1,275,760,742 36,667,013
9,628,792
Brands /
trademarks
Previous Year
Intangible Assets
Total
(h) Kitchen
Equipments
196,717,912
714,675,918
(b) Buildings
(g) Electrical &
Office Equipments
144,288,627
9,628,792
197,571,338
10,020,547
5,961,135
15,876,452
180,728,553
746,912,308
144,288,627
As At
March
31, 2015
6,552,474
126,584,734
7,825,689
4,817,203
7,403,179
122,381,311
290,504,231
19,071,126
Upto April
1, 2014
-
-
118,424
1,517,240
1,767,240
1,767,240
1,275,760,742
831,429
900,010
900,010
527,014,852
DEPRECIATION
696,060
34,423,357
1,247,293
700,162
2,323,556
12,759,999
38,496,326
1,603,207
68,581
65,696
65,696
52,640,239
-
-
5,601,519
4,277,370
-
-
-
-
-
-
4,277,370
-
389,080
53,752
262,374
367
71,156
1,431
632,346
175,420
347,487
109,439
612,432
612,432
Depreciation / Depreciation
Excess
Adjusted
Depreciation
Amortisation
Transfer To
Depreciation
With Retained Adjustment
During The Building Reserve (Already Charged)
Earning
of The
Year
During the Year
Previous Year
1,440,003 1,310,987,752 585,139,947 92,249,960
-
1,440,003
-
-
Sale/
Adjustments
During The
Year
GROSS BLOCK
Balance As At Additions /
1st April, 2014 Adjustments
During The
(a) Land
Tangible assets
Note 8 Fixed Assets
| 58 |
7,248,534
161,129,759
8,810,608
5,036,914
9,765,018
135,139,879
333,277,927
20,674,333
Upto March
31, 2015
-
116,663
900,010
965,706
965,706
585,139,957
1,440,003 681,082,972
-
1,440,003
-
Adjustments
During The Year
As At
March
31, 2014
3,076,318
70,133,178
1,771,233
2,525,525
5,378,111
58,347,242
617,230
801,534
801,534
685,811
617,230
617,230
690,620,795 579,749,190
629,904,780 690,620,795
2,380,258
36,441,579
1,209,939
924,221
6,111,434
45,588,674
413,634,381 424,171,687
123,614,294 125,217,501
As At
March
31, 2015
NET BLOCK
Note 9 Long-term Loans and Advances
Particulars
Security Deposits
Secured, considered good
MAT credit receivable
Total
79,112,914
4,893,455
3,913,694
3,913,694
83,026,608
8,807,149
Note 10 Other Non Current Assets
Particulars
Other Bank Balance
Security Against Bank Guarantee
–
50,933,190
Security Against UP VAT
31,393
28,909
Total
31,393
50,962,099
Note 11 Inventories
Particulars
Finished goods (Mart)
–
19,969,085
Stores and Spares
3,893,718
5,008,794
Total
3,893,718
24,977,879
| 59 |
Note 12 Trade Receivables
Particulars
Trade receivables outstanding for a period
exceeding six months from the date they were
due for payment
Unsecured, considered good
61,136,462
68,112,172
48,178,125
54,856,743
109,314,587
122,968,915
Other Trade Receivables
Total
Note 13 Cash and Bank Balances
Particulars
(a) Cash on hand
68,532
37,927
26,798,431
10,428,048
–
9,695,714
947,887
332,890
3,770,361
6,037,074
31,585,210
26,531,652
(b) Balance with Banks
- In current account
- In term deposits with original maturity upto 3 months
(c) Ear marked balance with bank (Unpaid dividend)
(ii) Other Bank Balances
Term Deposits (Security against gurantee)
(Maturity more than 12 months)
Total
(i) Cash and Cash Equivalents
Note 14 Short-term Loans and Advances
Particulars
Other Loan & Advances
Advances to Employees
Secured, considered good
84,524
11,433
28,685
28,789
Advance to Creditors
2,156,960
178,868
Prepaid Expenses
3,627,745
3,387,902
748,668
748,668
2,000,000
2,000,000
68,720
68,720
Income Tax Refundable (Asst. Year-2007-08)
1,751,264
1,751,264
294,916
294,916
795,232
795,232
–
1,698,494
17,632,290
17,627,089
189,757
39,039,769
Tax Deducted at Source (Asst. Year-2015-16)
34,527,928
–
Advance Tax (Asst. Year-2015-16)
11,238,984
14,548,470
Total
75,145,672
82,179,612
Other Loan & Advances
Others
Deposit against Demand of Work Contract Tax
(F.Year :2006-07)
Deposit against Demand of Service Tax
(F.Year-2006-07 to 2007-08)
Trade Tax
| 60 |
Note 15 Other Current Assets
Particulars
Balances with Government Authorities
CENVAT Credit Receivable
3,421,105
3,011,540
Total
3,421,105
3,011,540
For the year ended
2015
For the year ended
2014
365,912,709
459,322,548
Income From Confrences & Other Services
27,745,658
10,031,739
Income From Maintenance
91,834,804
91,690,404
Income Sale of Mart
18,144,652
–
503,637,823
561,044,691
Note 16 Revenue from Operations
Particulars
Sale of Services
Income From Fairs & Exhibitions
Total
Note 17 Other Income
Particulars
For the year ended
2015
For the year ended
2014
8,454,426
13,104,016
43,880,458
18,666,219
96,193
8,942,677
52,431,077
40,712,912
For the year ended
2015
For the year ended
2014
19,969,085
19,969,085
–
19,969,085
Change in Inventories
19,969,085
–
Total
19,969,085
–
For the year ended
2015
For the year ended
2014
25,202,466
22,121,999
Contribution to Provident and Other Funds
1,572,616
1,242,437
Staff Welfare Expenses
1,742,676
765,880
28,517,758
24,130,316
For the year ended
2015
For the year ended
2014
Interest Expense
11,451,494
20,949,173
Total
11,451,494
20,949,173
Interest Income
Other Non-operating Income
Prior Period Income
Total
Note 18 Change in Inventories
Particulars
Opening Inventories
Less: Closing Inventories
Note 19 Employee Benefits Expense
Particulars
Salaries and Wages
Total
| 61 |
Particulars
Note 20 Finance Costs
Note 21 Other Expenses
Particulars
For the year ended
2015
For the year ended
2014
52,802,948
49,869,323
619,369
593,951
4,532,196
4,470,915
14,474,176
17,782,626
Repairs and Maintenance - Machinery/Others
2,892,831
450,092
Insurance
2,630,495
2,598,242
Telephone Expenses
782,639
708,706
Travelling and Conveyance
638,847
277,983
Printing and Stationery
1,304,151
1,592,239
Rebate
2,468,584
3,208,907
Advertiesment & Publicity
3,175,782
322,576
91,787,755
100,933,061
519,992
1,162,467
General Office Expenses
4,564,868
2,906,683
Gift Expenses
3,505,348
1,687,671
Hiring Charges
1,879,233
108,010
Hospitality
132,589
204,061
AMC
637,677
372,749
6,804,556
6,080,640
38,853,429
14,806,943
Pest Control
–
310,000
Horticulture
1,097,446
1,443,941
Meeting Expenses
554,489
403,812
Security Expenses
6,389,511
8,163,553
Sitting Fees
1,580,000
400,000
Vehicle Hiring Charges
1,584,173
1,706,096
Marketing Expenses
4,517,324
2,129,634
Legal and Professional
9,905,448
3,446,238
Payment to Auditors (Refer Note 21a)
475,000
415,000
Internal Audit Fee
480,000
420,000
3,126,916
1,471,734
561,135
1,150,831
Prior Period Expenses
1,109,921
861,604
Bad Debts written off
–
1,495,515
266,388,828
233,955,803
Power and Fuel
Rent
Lease Rent
Repairs and Maintenance - Buildings
Fairs & Exhibitions Expenses
Water Expenses
| 62 |
AMC Lift & Esclators
Housekeeping & Technical
Miscellaneous Expenses
Interest paid and waived on Mart related dues
Total
Note 21a Payment to Auditors
Particulars
For the year ended 2015 For the year ended 2014
Payment to Auditors
a) Statutory Audit Fees
b) Tax Audit Fees
425,000
375,000
50,000
40,000
475,000
415,000
Note 22 Exceptional Items
Particulars
Profit/(Loss) on sale/disposal of Fixed Assets
123,809
(1,761)
Reversal of Prior Period Expenses
1,146,660
–
Total
1,270,469
(1,761)
Note 23 Extraordinary Items
Particulars
Discount on Mart Maintenance Charges
–
15,092,262
Total
–
15,092,262
Note 24 Current Tax
Particulars
| 63 |
Current Tax
Less: Mat Credit Entitelment
Net Current Tax
57,454,194
59,652,521
3,913,694
(6,220,127)
53,540,500
53,432,394
Note 25 Post Employement Benefit Plans
The reconciliation of opening and closing balances of the present value of the defined benefit obligations
are as below:
Changes in the present Value of the Obligation
Particulars
a) Present value of obligation as at the beginning
of the period (31/03/2014)
805,403
677,023
68,459
55,547
307,496
324,742
(202,716)
(57,243)
i) Actuarial (gain)/loss on Obligation
(80,131)
(196,666)
j) Present Value of Obligation as at the end of
period (31/03/2014)
898,511
805,403
c) Interest Cost
d) Past Service Cost
e) Current Service Cost
f) Curtailment Cost/(Credit)
g) Settlement Cost/(Credit)
h) Benefits Paid
b) Acquisition Adjustment
Expense recognised in the Statement of Profit and Loss
Particulars
a) Current Service Cost
307,496
324,742
68,459
57,547
g) Net Acturial (gain)/ loss recognised in the period
(80,131)
(196,666)
h) Expenses recognised in the
Statement of Profit & Losses
295,824
185,623
b) Past Service Cost
c) Interest Cost
d) Expected return on Plan Assets
e) Curtailment Cost / (Credit)
f) Settlement Cost / (Credit)
Changes in the Fair Value of Plan Assets
Particulars
a) Fair Value of Plan Assets at the beginning of the period
b) Acquisition Adjustment
–
–
c) Expected Return on Plan Assets
–
–
d) Employer Contributions
–
–
e) Benefits Paid
–
–
f) Actuarial (gain)/loss on Plan Assets
–
–
g) Fair Value of Plan Assets at the end of the period
–
–
| 64 |
The principal assumptions used in determining post-employment benefit obligations are shown below
Particulars
a) Discounting Rate
7.75
8.50
b) Future Salary Increases
5.25
6.00
–
–
c) Expected Rate of Return on Plan Assets
Note 26 Proposed Dividend
Particulars
On Equity Share of Rs.10 each
Amount of Dividend Proposed
Dividend per Equity Share
35,000,000
35,000,000
Re 1 per share
Re 1 per share
Note 27Contingent Liabilities
Particulars
I) Service Tax Liabilities
17,245,252
17,245,252
II) Income Tax Liability
58,980
58,980
III) Work Contract Tax
748,668
748,668
IV) Trade Tax
68,720
68,720
Grand Total
18,121,620
18,121,620
Note 28 Income/Expenditure in Foreign Currency
Earning in Foreign Currency
Income From Fairs & Exhibitions
2014-15
2013-14
$ 193,033.95 (Rs.11,707,357)
$ 326,510.48 (Rs.18,802,958)
–
Euro 11,045 (Rs. 826,615)
$ 1,380 (Rs. 86,423)
Euro 6,653 (Rs. 563,251)
Expenditure in Foreign Currency
Event Participation Fees
Event Participation Fees
29) The company has remunerated its Managerial personnel in accordance with Schedule V of Companies
Act 2013.
30) Sundry debtors which are more than six months old are being considered as good by the management.
31) Sundry debtors, sundry creditors, advances recoverable and deposits given are subject to confirmation
and reconciliation if any and its impact if any on accounts cannot be ascertained at this stage.
32) Balance Sheet abstract has been annexed seperately.
33) The Previous year figures have been reworked, regrouped, rearranged and reclassified wherever necessary.
Accordingly, amounts and other disclosures for the preceding year are included as an integral part of the
current year financial statements and are to be read in relation to the amounts and other disclosures
relating to the current year.
DIRECTOR
Sd/PRAVEEN SINGH
MANAGER
Sd/RAJ K. MALHOTRA
DIRECTOR
Sd/SACHIN K. SINHA
Sd/IKRAMUL HAQ
DIRECTOR
Sd/SAKSHI SHARMA
COMPANY SECRETARY
| 65 |
Sd/D.K. KAPILA
PARTNER
Delhi
24th August, 2015
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
COMPANY : INDIA EXPOSITION MART LIMITED
YEAR - 2014-15
I. Registration Details
Registration No.
State Code
U 9 9 9 9 9 D L 2 0
Balance Sheet Date
0 1
P L C 1 1 0 3 9 6
3 1
- 0 3
5 5
- 2 0 1 5
II. Capital raised during the year (Rupees in thousands)
Public Issue
N I
L
Rights Issues
N I
L
Bonus Issue
N I
L
Private
Placements
N I
L
III. Position of the mobilisation and Development of Funds (Rupees in thousands)
Total Liabilities
9 4 4 6 8 4
Total Assets
9 4 4 6 8 4
Paid up Capital
3 5 0 0 0 0
Reserves & Surplus
3 1 6 4 9 3
Secured Loans
N I
Unsecured Loans
N I
L
Investments
N I
L
Sources of Funds
L
1 7 7 0 0
Deferred Tax Liability
Application of Funds
Net Fixed Assets
| 66 |
6 3 8 2 6 6
Loans & Advances
8 3 0 2 7
Other NonCurrent Assets
3 7 1 3 1
Miscellaneous
Expenditure
N I
L
Deferred Tax Asset
N I
L
4 1 8 6 4 3
Net Current Assets
-
Accumulated Losses
N I
L
3 1
IV. Performance of Company (Rupees in thousands)
Turnover
5 5 6 0 6 9
Total Expenditure
Profit before tax
1 3 8 6 9 7
Profit after tax
Earning per share (in Rs.)
2 .
5 9
9 0 7 3 8
Dividend Rate %
V. Generic name of Three principal products / Services of the company (As per monetary terms)
Item code no. (ITC code no.)
DIRECTOR
Sd/PRAVEEN SINGH
MANAGER
Delhi
24th August, 2015
3 7 0 6 9 0 9 2
Sd/RAJ K. MALHOTRA
DIRECTOR
Sd/SACHIN K. SINHA
Product
Description
E
Sd/IKRAMUL HAQ
DIRECTOR
Sd/SAKSHI SHARMA
COMPANY SECRETARY
X H I
B
I
T
I
O N S
| 70 |
Venue of 14th AGM - Location and Route Map
CIN - U99999DL2001PLC110396
VENUE OF 14th AGM
[KALYAN KENDRA*]
| 68 |
*Address of Venue:
Govt. Servants Cooperative Housing Building Society Ltd.
Kalyan Kendra, 9, Paschimi Marg, Vasant Vihar, New Delhi-110057
Nearest Landmark:
Modern School, Vasant Vihar, New Delhi-110057
CIN: U99999DL2001PLC110396
Regd. Office: Plot No. 1, 210, Atlantic Plaza, 2nd Floor,
Local Shopping Centre, Mayur Vihar Phase-I, Delhi - 110091
Tel No.: 011-22711497, Website: www.indiexpomart.com
14th Annual General Meeting: December 28, 2015
ATTENDANCE SLIP
Full name of the Member in Block Letters: ___________________________________________________
Folio No.:
No. of Shares held:
I, hereby record my presence at the 14th Annual General Meeting of India Exposition Mart Limited, held on
Monday, the 28th day of December, 2015, at "10 A.M" at Govt. Servants Co-operative House Building
Society Ltd., Kalyan Kendra, 9, Paschimi Marg, Vasant Vihar, New Delhi - 110057.
| 69 |
----------------------------------------------------------Signature of the Member/ Proxyholder
Note: Only Member of the Company or their Proxies will be allowed to attend the Meeting. Please complete
this attendance slip and hand it over at the entrance of the meeting hall.
| 70 |
CIN: U99999DL2001PLC110396
Regd. Office: Plot No. 1, 210, Atlantic Plaza, 2nd Floor,
Local Shopping Centre, Mayur Vihar Phase-I, Delhi - 110091
Tel No.: 011-22711497, Website: www.indiexpomart.com
14th Annual General Meeting: December 28, 2015
PROXY FORM
Form No. MGT-11
[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
Name of the Member(s): _________________________________________________________________
Registered Address: ______________________________________________________________________
______________________________________________________________________________________
Email ID: ______________________________________________________________________________
Folio No.: ________________________________________________
I/We, being the member (s) of __________________ shares of the above named company, hereby appoint
| 71 |
1. Name: ______________________________________________________________________________
Address: ________________________________________ E-mail ID: _____________________________
_________________________________Signature:
or failing him/her
2. Name: ______________________________________________________________________________
Address: ________________________________________ E-mail ID: _____________________________
_________________________________Signature:
or failing him/her
3. Name: ______________________________________________________________________________
Address: ________________________________________ E-mail ID: _____________________________
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 14th Annual General
Meeting of the Company, to be held on Monday, the 28th day of December, 2015 at 10 a.m. at Govt.
Servants Co-operative House Building Society Ltd., Kalyan Kendra, 9, Paschimi Marg, Vasant Vihar, New
Delhi-110057 and at any adjournment thereof in respect of such resolutions as are indicated below:
_________________________________Signature:
Resolution
Number
Resolution
Ordinary Business
1
Adoption of Audited financial statements including the Balance Sheet, Statement of Profit &
Loss and report of the Board of Directors, and Auditors for the financial year ended March
31, 2015
2
Declaration of Dividend
3
Appoint a Director in place of Mr. Ikramul Haq, who retires by rotation and being eligible,
seeks re-appointment
4
Appoint a Director in place of Mr. Suresh Kumar Gupta, who retires by rotation and being
eligible, seeks re-appointment
5
Appoint a Director in place of Mr. Babu Lal Dosi, who retires by rotation and being eligible,
6
Appoint a Director in place of Mr. Vivek Vikas, who retires by rotation and being eligible,
7
Appointment of M/s Jain Kapila Associates, as Statutory Auditors of the Company and to fix
their remuneration for the financial year ending March 31, 2016
Special Business
| 72 |
8
Appointment of Mr. Raj Kumar Malhotra as an Independent Director for a term upto three
years
9
Appointment of Mr. Ravinder Kumar Passi as an Independent Director for a term upto three
years
10
Appointment of Mr. Sudhir Tyagi as an Independent Director for a term upto three years
Signed this _______________________ day of _________________________ 2015.
AFFIX Rs.1/REVENUE
STAMP
_____________________________________________
(Signature of Shareholder across the revenue stamp)
_____________________________________________
(Signature of the proxy holder(s)
Note: This form of proxy in order to be effective should be duly completed and deposited at the
Registered Office of the Company, not less than 48 hours before the commencement of the Meeting
| 70 |

IEML Annual Report 2014-15 D.pmd

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