IEML_Annual_Report_2015-16.pdf - India Expo Mart
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Transcript of IEML_Annual_Report_2015-16.pdf - India Expo Mart
i
NOTICENOTICE is hereby given that the 15th Annual General Meeting of the members of India Exposition Mart Limited willbe held on Friday, September 30, 2016 at 10 A.M. at Govt. Servants Co-operative House Building Society Ltd., KalyanKendra, 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 31stMarch, 2016, including the audited Balance Sheet as at March 31, 2016 and the Statement of Profit & Loss forthe 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 2015-16
3. To appoint a Director in place of Mr. Anil Mansharamani (DIN 00234390), who retires by rotation and beingeligible offers himself for re-appointment
4. To appoint a Director in place of Mr. Dinesh Kumar (DIN 00508498), who retires by rotation and being eligibleoffers himself for re-appointment
5. To appoint a Director in place of Mr. Sunil Sethi (DIN 00961029), who retires by rotation and being eligible offershimself for re-appointment
6. To appoint a Director in place of Mr. Mukesh Gupta (DIN 00009199), who retires by rotation and being eligibleoffers himself for re-appointment
7. To appoint M/s Jain Kapila Associates, Chartered Accountants, as Auditors of the Company to hold office fromthe conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fixtheir remuneration for the financial year ending March 31, 2017
SPECIAL BUSINESS
8. To consider and if thought fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution:
"RESOLVED THAT pursuant to the provisions of Section 196, 197 read with Schedule V of the Act and otherapplicable provisions, if any of the Companies Act, 2013 (including any amendment or re-enactment thereof, forthe time being in force), Mr. Sudeep Sarcar, be and is hereby appointed as the 'Manager' of the company definedin section 2(53) of the Companies Act, 2013 with effect from September 30, 2016 for a period of 3 years on theterms and conditions placed before the members with liberty to the Board to alter and vary the terms andconditions of the said appointment and the duties required to be performed by a Key Managerial Personnel.
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts and things, as in its absolutediscretion, may be considered necessary, expedient or desirable, in order to give effect to the foregoing resolutionor otherwise as considered by the Board to be in the best interest of the company."
9. To consider and if thought fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution:
"RESOLVED THAT pursuant to the provisions of section 152 and 160 other applicable provisions, if any of theCompanies Act, 2013, the members do hereby appoint Mr. ________________________ (candidate selectedbased on the nominations received within the stipulated time as per the provisions of the Companies Act".
By order of the Board
New Delhi Anupam SharmaSeptember 05, 2016 (Company Secretary)
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
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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 No. 8 and Item No. 9 of the notice, is annexed hereto. Profile of directors seeking appointment/
re-appointment 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 appropriateresolution / 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 [email protected] or [email protected].
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. Thenotice is being sent to all the members, whose names appeared in the Register of members as on September 05,
2016. 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
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 permittedmode.
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 inspectionat 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 15th Annual General Meeting. Such documents
shall also be available for inspection at the venue till the conclusion of the Fifteenth Annual General Meeting.
8. 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, resolution 6 and resolution
9 need to file their nomination for each resolution to enable the e-voting to be conducted separately for eachresolution. 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, resolution 6 and resolution 9 in respect of appointment of directors. In
case, there are more than 1 contestant (for resolution 3,4,5,6 & 9), 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 shareholdingin the name of each voter. The person who gets the highest votes will be declared elected.
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9. 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 SecuritiesDepository Limited (NSDL).
10. 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 Sunday, September 25, 2016 at 10 a.m. and
will end on September 29, 2016, Thursday 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 or polling paper, shall also be
made available at the AGM and the Members attending the AGM who have not cast their vote by remote e-voting 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.
11. 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.
12. 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.
13. Members whose names are recorded in the Register of Members with the company as on the Cut-off date i.e.
September 23, 2016, shall be entitled to avail the facility of remote e-voting or voting facility available at the
meeting, as the case may be.
PROCEDURE FOR REMOTE E-VOTING
14. 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/PIN for e-voting. Pleasenote 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/PIN' as noted in step (i) above and click on 'Login'.
v. Password change menu will appear on your screen. Change the Password/PIN with a new Password of your
choice with minimum 8 digits/characters or combination thereof. Please keep a note of the new Password. Itis 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
[email protected] with a copy marked to [email protected].
(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 PASSWORD/PIN
__ __
ii. Please follow all steps from Sr. No. (i) to Sr. No. (xii) mentioned above in (a), to cast vote
15. 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: [email protected] or [email protected] who will also address grievances connected
with the voting by electronic means.
16. You can also update your mobile number and e-mail id in the user profile details of the folio which may be usedfor sending future communication(s).
17. 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 September 23, 2016, 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.
18. Any person, who acquires shares of the Company and become member of the Company after dispatch of the
Notice of the Annual General Meeting and holding shares as of the cut-off date i.e. September 23, 2016, mayobtain the login ID and password by sending a request at [email protected] or the company.
19. 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 number
1800-222-990.
20. A person who has acquired the shares and has become a member of the Company after the dispatch of theNotice of the AGM and prior to the Cut-off date i.e. September 23, 2016, 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.
21. 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 notbe entitled to cast their votes again.
22. 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.
23. 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 presenceof 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.
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24. The Chairman or a person authorised by him in writing shall declare the result of voting forthwith.
25. 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.
26. 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 - 110091CIN: U99999DL2001PLC110396
Email: [email protected]
M: 9717790687
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: [email protected]
vi
STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
Item no. 8
The Nomination and Remuneration Committee and the Board of Directors at their meetings held on July 23, 2016and September 05, 2016 respectively approved the appointment of Mr. Sudeep Sarcar as Manager (designated asVice-President) of the Company under Section 2(53) of the Companies Act, 2013 ("the Act") with effect from September30, 2016 for a period of 3 (three) years.
Mr. Sudeep Sarcar (born on July 4, 1972), has extensive experience in sales, marketing & operations management andturning around MICE related venues into profitable venture through tie-ups with international associations & exhibitionorganisers. His hands-on knowledge of role & functioning of Professional Conference & Exhibition Organizers; IndustryAssociations and Councils have been useful for event bidding/conceiving/executing commercially & academically successfultrade shows.
His immediate past experience was as General Manager (Fairs & Exhibition and Epi Centre Management) at ApparelExport Promotion Council (AEPC), overseeing the entire trade promotion activities including launching of the Made InIndia Show, Source Zone through Government of India including promotion of the venue.
Prior to AEPC, he was associated with BIEC (Bangalore International Exhibition Centre) & IMTMA (Indian Machine ToolManufacturers' Association). He was Process Owner of IMTEX, (India International Machine Tool Exhibition) a multibudget event and has also launched Modern Machine Shop trade show.
An abstract of the material terms and conditions of appointment of Mr. Sudeep Sarcar are furnished hereunder:
1. Mr. Sudeep Sarcar shall act as the Manager of the Company (designated as Vice President) as defined under Section2(53) of the Act with effect from September 30, 2016 and shall be primarily responsible for the general conduct andmanagement of the business and affairs of the Company, subject to the superintendence, control and direction ofthe Board of Directors of the Company.
2. Period: 3 (Three) years.
3. Remuneration: A salary of Rs. 38,60,000 per annum (Rupees Thirty Eight Lakh Sixty Thousand only) (includes Rs.5,00,000 as performance bonus) as Annual Compensation, subject to the revision during the tenure of appointment.The fixed compensation will be inclusive of basic salary, perquisites and allowances.
4. Any additional benefits and allowances as per Company policy for Senior Management.
5. Revision in remuneration during the tenure of appointment shall be subject to the provisions of Schedule V to the Actread with Sections 196, 197, 203 and other applicable provisions, if any, of the Act and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014.
The documents and details furnished above in the Resolution at Item No. 8 of the Notice will be open for inspection bymembers at the Company's Registered Office during the business hours of the Company up to the date of the AnnualGeneral Meeting. Except Mr. Sudeep Sarcar or his relatives, no Director, Key Managerial Personnel, or their respectiverelatives are in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 8 of theNotice. The Board of Directors recommend Resolution at Item no. 8 of the Notice for approval of the Members.
Item no. 9
As Mr. Navratan Samdaria, Director, not retiring by rotation has resigned from the post w.e.f. September 02, 2016, theBoard of Directors in their meeting held on September 5, 2016 have proposed to fill the vacancy subject to the nominationsthat shall be received for the position within the stipulated timeline as per the relevant provisions of the Act.
The period of Office of the appointed Director shall be liable to determination by retirement of directors by rotationpursuant to provisions of Section 152 of Companies Act.
None of the Directors, Key Managerial Personnel, or their respective relatives are in any way, concerned or interested,financially or otherwise, in the Resolution set out at Item No. 9 of the Notice.
By order of the Board
New Delhi Anupam SharmaSeptember 05, 2016 (Company Secretary)
vii
BRIEF RESUME AND OTHER INFORMATION IN RESPECT OF DIRECTOR SEEKING RE-ELECTION AT THE 15TH AGM
Name of Director
Date of Birth
Qualifications
Date of firstappointment on Board
Experience
Shareholding incompany
Relationship with otherDirectors, Manager orKMP
Number of BoardMeetings attendedduring FY 14-15 (out of 4)
Directorship held inother companies
Chairmanship/Membership ofCommittees across allcompanies
Mr. Anil Mansharamani
14.07.1955
B.E (Hons) Elect. andElectronics from Birla Instituteof Technology and Sciences(BITS), Pilani in the year 1977& Marketing Managementfrom IMM, Delhi
27.11.2007
With 39 years work experiencein the field of Electrical SwitchGears, Overhead Cranes,Electronic Components, EarthMoving Equipment etc, he hasbeen the Managing Directorof the Vectra Group ofcompanies since last 30 years.
Nil
Nil
4
Vectra AdvancedEngineering Private Limited
Global Offset ExchangePrivate Limited
Indo Copters Private Limited
Integrated HelicopterServices Private Limited
Vectra InvestmentsPrivate Limited
Hemang HoldingsPrivate Limited
Vectra GlosecPrivate Limited
–
Mr. Dinesh Kumar
01.06.1951
MSC, LLB
18.04.2002
Engaged inexport importmanufacturingbusiness since1978
537372 shares(1.54%)
Nil
3
Sanyo KoreatexPrivate Limited
ExportPromotionCouncil forHandicrafts
Shiva GasesPrivate Limited
–
Mr. Sunil Sethi
09.10.1954
Graduate
30.09.2010
Being theManagingDirector ofAllianceMerchandisingCompany, hehas provided aplatform forIndianproducts,design andartisans withillustriousbrandsabroad.
Nil
Nil
1
AllianceMerchandisingCompanyPrivateLimited
Neel SutraDesignPrivateLimited
–
Mr. Mukesh Gupta
07.08.1959
Chartered Accountant
30.09.2013
Heading the oil & gasbusiness of Vectra Group inGeorgia as Director of VectraPetroleum, Hong Kong.
Held various senior levelmanagement positions andhas 28 years' experience withvaried business segments.He has his core competencein developing &implementing innovativeBusiness Strategies, effectingProcess Management andsuccessfully concludingMergers & Acquisitions apartfrom turning aroundbusinesses in distress.
Nil
Nil
4
Buddy RestaurantsPrivate Limited
U and We InfinleasePrivate Limited
U S Impex Private Limited
Member Corporate AffairsCommittee, PHD
Member HydrocarbonCommittee, PHD
viii
Venue of 15th AGM - Location and Route MapIndia Exposition Mart Ltd.CIN - U99999DL2001PLC110396
VENUE OF 15th AGM
[KALYAN KENDRA*]
*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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15th Annual General Meeting: September 30, 2016
PROXY FORMForm 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
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: _____________________________
_________________________________Signature:
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 15th AnnualGeneral Meeting of the Company, to be held on Friday, the 30th day of September, 2016 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:
INDIA EXPOSITION MART LIMITEDCIN: U99999DL2001PLC110396Regd. 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
xi
x
Resolution Resolution
Number
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, 2016
2 Declaration of Dividend
3 Appoint a Director in place of Mr. Anil Mansharamani, who retires by rotation and beingeligible, seeks re-appointment
4 Appoint a Director in place of Mr. Dinesh Kumar, who retires by rotation and being eligible,
seeks re-appointment
5 Appoint a Director in place of Mr. Sunil Sethi, who retires by rotation and being eligible,
seeks re-appointment
6 Appoint a Director in place of Mr. Mukesh Gupta, who retires by rotation and being eligible,seeks re-appointment
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, 2017
Special Business
8 Appointment of Mr. Sudeep Sarcar as the 'Manager' of the company for a term of three
years
9 Appointment of Director to fill the vacancy caused by resignation of Mr. Navratan Samdaria
based on the nominations that shall be received subject to Section 160 of the act
Signed this _______________________ day of _________________________ 2016.
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 theRegistered Office of the Company, not less than 48 hours before the commencement of the Meeting
xii
xi
15th Annual General Meeting: September 30, 2016
ATTENDANCE SLIP
Full name of the Member in Block Letters: ___________________________________________________
Folio No.:
No. of Shares held:
I, hereby record my presence at the 15th Annual General Meeting of India Exposition Mart Limited, held on
Friday, the 30th day of September, 2016, at "10 A.M" at Govt. Servants Co-operative House Building Society
Ltd., Kalyan Kendra, 9, Paschimi Marg, Vasant Vihar, New Delhi - 110057.
-----------------------------------------------------------
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.
INDIA EXPOSITION MART LIMITEDCIN: U99999DL2001PLC110396Regd. 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
ix
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C o n t e n t s
15th
Annual Report 2015-16
In
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art Ltd.
Notice
Attendance Slip
Proxy Form
The Board of Directors & It's Committees
Letter from Chairman
Events Hosted at IEML
Statutory Reports
Directors Report
Management Discussion & Analysis
Report on Corporate Governance
Financial Statements
Independent Auditor's Report
Balance Sheet
Statement of Profit & Loss
Cash Flow Statement
Significant Accounting Policies
Notes on Financial Statements
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Chairman - Mr. Rakesh Kumar
Director - Mr. Navratan Samdaria
Director - Mr. Raj Kumar Malhotra
Director - Mr. Sudhir Tyagi
Director - Mr. Anil Mansharamani
Director - Mr. Ravinder K Passi
Director - Mr. Babu Lal Dosi
Director - Mr. Sunil Sikka
Director - Mr. Ikramul Haq
BANKERSThe Federal Bank Ltd.
Oriental Bank of Commerce
Board of Directors
Director - Mr. Dinesh Kumar
Director - Mr. Lekhraj Maheshwari
Director - Mr. Kamal Soni
Director - Mr. Sunil Sethi
Director - Mr. Vivek Vikas
Director - Mr. Arjun Baljee
Director - Mr. Mukesh Gupta
Director - Mr. Satish Dhir
Nominee Director - Mr. Janardan,
ACEO, GNIDA
Banker and Auditors
Offices
CORPORATE OFFICE & PROJECT LOCATIONPlot No. 23-25 & 27-29, Knowledge Park-II,
Greater Noida, Gautam Budh Nagar-201306,
Uttar Pradesh
Ph: 0120-2328011-20
Fax: 0120-2328010
REGISTERED OFFICEPlot No. 1, 210, Atlantic Plaza, 2nd Floor,
Local Shopping Centre, Mayur Vihar Phase-I,
Delhi - 110 091
Ph.: 011-22711497
E-mail: [email protected]
Website: www.indiaexpomart.com
CIN: U99999DL2001PLC110396
INTERNAL AUDITORSM/s DNS Advisors Private Limited
G-5, Jang Pura Extension
Near Inox Cinema,
New Delhi - 110014
STATUTORY AUDITORSM/s Jain Kapila Associates
Chartered Accountants
C-4, Jang Pura Extension
New Delhi - 110014
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Letter from the Chairman
Dear Shareholders,
It gives me pleasure to share that your company has delivered yetanother strong performance during 2015-16, despite the tough andchallenging external environment.
Core PerformanceIn the financial year 2015-16, our revenues grew 25% over the
previous year to Rs. 696,823,129 with a Net Profit of Rs. 86,233,021. Yes,we are continuing our practice to consistently reward our shareholders;In FY16, your Directors have recommended a Dividend of 10 percent.
One of the major achievements of your Company in the year 2015-16 has been the successfulimplementation of the expansion plans in a record time of 5 months. This feat has added an area of 4 lakhsquare feet under another unique financial model and assistance from the Govt. of Uttar Pradesh under theASIDE scheme. This infrastructure expansion of adding 6 large halls made us competent to host Asia's mostsignificant and distinct global sourcing platform - IHGF Delhi Fair Autumn 2015. You may well be aware thatyour company successfully hosted yet another edition of Auto Expo - The Motor Show. Our capability toprovide international infrastructural facility has won our venue global recognition. Having successfully hostedGlobal Refining & Petrochemicals Congress, Convention Conclave India, Renewable Energy India, India CorrExpo and Geo Smart India in the year 2015-16, your venue is actively moving forward to become an attractiveMICE (meetings, incentives, conferencing and exhibitions) destination.
Our efforts and long term strategies for promotion of our Mart across the world, for establishing it as around-the-year trading platform, are continuous. At the Mart itself, the Mart Promotion Bureau, defining itsown path for success, aggressively promoted business activity in 2015-16.
Importantly, your company, through its Corporate Social Responsibility initiative also took active steps forproviding solutions to the sanitation problems in Gautam Budh Nagar.
Future OutlookMoving forward, we are confident of India Exposition Mart Ltd.'s holistic development and exemplary
growth, while delivering a stronger operating performance, in the year 2017. In the exhibition industry,opportunities are dynamic and India Exposition Mart Ltd. will continue to harness them by offering to addvalue through its state-of-the-art infrastructure.
We are grateful to the Ministries of the Centre and of the Govt. of Uttar Pradesh, the Export PromotionCouncil for Handicrafts, our Bankers, as well as other institutions for their esteemed co-operation. I mustcompliment the Greater Noida Industrial Development Authority and the Greater Noida local administrationfor extending all out support to us whenever solicited.
Since inception, your Board of Directors believed that effective corporate governance plays a significantrole in achieving the corporate vision and mission of the organization. Going a step further, governance by theBoard has transcended beyond just adherence to rules and regulations.
I also acknowledge the contribution of IEML team members, whose dedication and commitment hasestablished India Expo Centre as the preferred venue for Conventions and Exhibitions. My deep appreciationto all my colleagues on the Board for extending their invaluable support. Special thanks to you, our shareholders,for showing great faith and belief in our work, which gives us the strength and determination to exceed yourexpectations. We look forward to your continued support in the years ahead as well.
Yours sincerely,
September 05, 2016 Rakesh KumarNew Delhi Chairman
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India Expo Centre & Mart Layout
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11 April 2015
Product LaunchMahagun Group’s Ultra Luxury ProjectM/s Mahagun Group is a conglomerate of companies operating in Real Estate, Commercial and HospitalitySectors. This real estate major, M/s Mahagun announced the product launch of its Ultra Luxury Project (M -
Connection) at IEML. The project featured a bouquet of luxury and ultra-luxury homes - villas, condominiums
and penthouses. This luxury collection was launched by its brand ambassador Mr. Shah Rukh Khan on 11th
April 2015 in Hall No. 2. The hall was decorated exquisitely and also bedecked with a grand stage that
welcomed who's who of Noida and Greater Noida.
16 -18 April, 2015
Export Trade Show and Buyer-Seller MeetHome Expo India 2015Home Expo India is a composite platform for showcasing India's products for the home segment comprising
3 sub shows: Indian Furnishings, Floorings & Textiles Show (IFFTEX); Indian Houseware & Decoratives Show
(IHDS) and Indian Furniture & Accessories Show (IFAS). This show was held at IEML from 16 -18 April, 2015
in Hall No. 1, 3, 5 and 7 and the permanent marts. More than 600 exhibitors participated with their products
and services that were displayed during the exhibition and attracted attention of all major stakeholders of
the industry.
8 - 9 May, 2015
Networking & Knowledge EventIEIA Open Seminar 2015
The 5th IEIA Open Seminar was organized at IEML from 8 - 9 May, 2015 by Indian Exhibition Industry
Association (IEIA) in Hall No. 2. IEIA Open Seminar is the only event run by the industry for the industry itself.
It is a premier networking and knowledge event for the Indian Exhibition Sector. The first four editions havebeen extremely successful with participation by the industry representatives from India and abroad. In the
previous year, delegates from India and other countries including USA, France, Germany, Hong Kong, UK,
Italy, Netherlands, Russia, Australia, UAE, etc. came along with government initiatives and encouraged
developed countries to support the "Make in India" campaign and to develop India as a manufacturing hub.
June and December 2015
Institutional ExaminationCFA (Chartered Financial Analyst)
This examination takes place every year once in the month of June and once in the month of December at
IEML. It is organized by The CFA institute, USA and is professionally managed by British Council in India.
About 5000 students appeared at the examination at Hall No.2, 4 and 6 during the month of June 2015.
Similarly about 3000 students appeared at the examination hall no.6 and 8 during the month of
December 2015.
Events Hosted at IEML
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1 - 3 July, 2015
B2B Exhibition cum ConferenceGlobal Refining & Petrochemicals Congress 2015The Global Refining & Petrochemicals Congress (GRPC) 2015 was organized by M/s iTEN Media Pvt. Ltd. and
was supported by Chemical & Petrochemicals Manufacturers Association (CPMA). This B2B exhibition cum
conference was held in Hall No.2 and Banquet Hall of IEML from 1 - 3 July, 2015 and was attended by Who's
Who of Petroleum Industry such as Mr. M.B. Lal, Former Chairman & MD, Hindustan Petroleum Corporation
Ltd.; Ms. Nidhi Vasudeva, Chairman & MD, Hindustan Petroleum Corporation Ltd.; Mr. Sudhir Vasudeva,
Former Chairman & MD, ONGC Ltd.; and Mr. Dharmendra Pradhan, MoS (I/C), Ministry of Petroleum &Natural Gases, Govt. of India. More than 1500 delegates and 30 exhibiting companies participated in the
event.
10 - 12 July, 2015
Export Trade ShowIndian Fashion Jewellery & Accessories Show 2015The 8th Indian Fashion Jewellery & Accessories Show 2015 was organized by EPCH from 10 - 12 July, 2015
in Hall No.1, 3 and 5, IEML. It is a one of its kind international exhibition dedicated entirely to the fashion
Jewellery and Accessories Industry depicting a grand display by India's major exporters of Fashion Jewellery &Accessories that provide an opportunity to the international buyers to source products from all over India.
Around 454 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 350
Indian exporters and manufacturers from various parts of India.
7 - 9 August, 2015
Conclave cum MICE Exhibition8th Convention Conclave India 2015Shri Suman Billa, Joint Secretary, Ministry of Tourism, Govt. of India and Chairman, India Convention PromotionBureau (ICPB) inaugurated the 8th Convention Conclave India 2015 in Hall No.2, IEML on 7th August 2015
and the event concluded on 9th August 2015.
The theme for year 2015 was "Unleashing the Potential" with a focus on "Marketing, Networking and Skill
Development" in the MICE sector. The Conclave was sponsored by the Ministry of Tourism, Government of
India and the Department of Tourism, Government of Madhya Pradesh as Partner State and Gujarat Tourism
as Diamond Sponsor. The hospitality and tourism industry of NCR, Greater Noida, actively hosted this editionthat witness the presence of more than 350 prominent MICE Industry leaders, PCO's, suppliers, conference
planners, buyers and government officials from the Ministry of Tourism gathered in Greater Noida to discuss
the potential of MICE industry in India and a way forward. Over 120 buyers from various Indian cities including
Delhi & NCR attended the convention as guest of ICPB. The buyers were given air passage and stay in
Greater Noida for two days. The conclave also had a dedicated exhibition area, 45 MICE specialist suppliers
showcased their products.
23 - 25, September, 2015
International Renewal Energy Show9th Renewal Energy India 2015Asia's premier and most influential renewable energy show was organized from 23 - 25 September, 2015 in
Hall No. 1, 3, 5, 7, 2 and Lawn, IEML by UBM India. The annual edition of Renewable Energy India Expo
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intended to accelerate the growth of the Indian Renewable Energy sector and contribute to the country's
sustainable economic development. The expo aims to further upscale and mainstream the applications of
renewable energy resources, showcase innovations, and enrich the deliberation through the platform of
international exhibition and conference. This 9th edition attracted more than 550 exhibitors, 16,000 trade
visitors, 1000 delegates and 10 country pavilions from across the globe and hosted Business Matching,
Workshops and Knowledge Based Conferences Sessions.
6 - 8 October, 2015
International Exhibition on Corrugated PackagingIndia Corr Expo 2015 - Sino CorrugatedThis was organized by Reed Manch Exhibition from 6-8 October 2015 in Hall No.1 & 3. This was India's most
trusted event on corrugated packaging industry. The Sino Corrugated-India Corr witnessed over 4683 visitors
and 153 exhibitors from 9 countries; 375 representative's brands; over 300 conference delegates and more
than 134 VIP buyers.
The exhibition showcased state of the art corrugated packaging and allied machinery with live demos. Withthe latest technology displayed, the show had potentially upgraded corrugated and folding carton segment.
The show was supported by Indian Corrugated Case Manufacturers Association (ICCMA). An extensively
planned and focused event - ICCMA Congress was also organized alongside which was designed by the
experienced industry association.
7 - 9 October, 2015
12th International Surface Engineering, Paints and CoatingSymposium 2015This was organized by M/s Tafcon Projects (India) Pvt. Ltd. with the support of Society for Surface Protective
Coatings, India (SSPC India) from 7-9 October 2015 in Hall No.2. It was a premier event in Paints & Coatings
industry. The event showcased products like adhesives, advanced coatings, all kind of paints, analytical
instruments, anti-corrosion coatings, architectural coatings, automation, automotive coatings, aviation, industrial
high performance organic coatings for automotive and other industries, nano-technology and green coatings,surface modifications to create corrosion, oxidation and wear resistant coatings. 50 exhibitors participated in
the show and 1500 visitors attended the show.
14 - 18 October, 2015
Handicrafts Export and B2B ShowIHGF Delhi Fair (Autumn) 2015IHGF Delhi Fair (Autumn) 2015 was organized by Export Promotion Council for Handicrafts from 14-18
October 2015. More than 2750 exhibitors including mart owners, drawn from all over India exhibited Home,
Lifestyle and Fashion products, spread over 14 halls covering approximately 1,90,000 sq. mtr. More than7,000 buyers were invited across the globe during the exhibition. The entire venue was booked thereby
making the Asia's largest event of handicrafts. Apart from large number of overseas buyers, a sizeable
number of domestic volume retail buyers such as Reliance Retail, Fab Furnish, West Side, Shoppers Stop,
Land Mark Group and renowned e-commerce companies such as eBay, Flipkart, Bed Bath More, Pepper Fry,
Urban Ladder and many more participated in the fair for bulk sourcing. IHGF was started in the year 1994
and it touched its 40th edition with Autumn 2015. Exhibitors including mart owners got a chance to showcasetheir latest products and buyers from India and abroad booked orders.
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28 - 29 November, 2015
Show on Business Solutions for the Fitness IndustryFITEX - FIT INDIA 2015
A two day event was organized by M/s Smart Events from 28 - 29 November, 2015 in Hall No. 1 and 3 of
IEML. The event showcased the fittest men and women of India as they competed 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 andaround the world. Exhibitors benefitted from the opportunity to meet a range of international and regional
buyers who had the authority to place real business. The event showcased Fitness Equipment, Machinery,
Software, Health Products, Nutritional Supplements and latest Solutions from national and international
participants. The fair was primarily aimed at owners, operators, suppliers, buyers and employees of companies
in the fitness industry such as sports facilities, gyms, etc. In addition, the general public with an interest in
health issues were invited.
23 January, 2016
Exhibition Excellence AwardsExhibition Showcase Award 2016India's leading monthly magazine Exhibition Showcase, organized their first Exhibition Excellence Awards
successfully on 23rd January, 2016 at IEML and the event was attended by over 280 exhibition professionals
across India. The event was meant to honoured the champions of Indian Exhibition Industry and inspired the
industry to reach greater heights in the year ahead. There were 20 nomination categories for exhibition
organizers, venues and services. Also editor's choice award for Outstanding Contribution to Exhibition Industry,Outstanding Contribution to Trade Promotion, Leading ladies in exhibition industry and MSME promotion
award and Lifetime Achievement award were given on the occasion. The esteemed panelists included Mr.
Ravinder Sethi - Rogers, IEIA - Moderator, GD; Mr. Armayesh Buhariwala, Buhariwala Logistics; Mr. Shyam
Nagpal, ICES; Mr. Praveen Mittal, FICCI; Mr. Nabjeet Ganguli, UBM; Mr. Chander Mansharamani, Alpcord
Network; Mr. Sanjay Vasishtha, ITPO; Mr. K Murarka, AIPMA. IEML was awarded under the category of
'Star Venue' and the Lifetime Achievement Award was bagged by Mr. Rakesh Kumar, Executive Director ofEPCH.
3 - 9 February, 2016
The Motor ShowAuto Expo 2016The Auto Expo - the Motor Show 2016, the biennial show of Automotive Industry was organized from 3 - 9
February 2016 jointly by Automotive Component Manufacturers Association (ACMA), Confederation of Indian
Industry (CII) and Society of Indian Automobile Manufacturers (SIAM). Over 108 new products were launched
with the show recording a public footfall of over 600,000 visitors. Union Ministry of Heavy Industries andPublic Enterprises, Mr. Anant Geete along with Union Minister of Road, Transport & Highways, Mr. Nitin
Gadkari officially inaugurated the show on 4th February, 2016.
Coinciding with the Auto Expo, The Auto Expo Trade Dialogue facilitated better understanding of the automotive
industries. The international dinner in the evening saw participation of world leaders from Japan, Korea, UK,
US, Germany apart from Indian CEOs. The 10th Styling and Design Conclave also took place along with the
automotive design challenges. A cultural programme performed by Devendra Shelar enthralled the audience.The event saw participation from the glamour world too. Katrina Kaif, Akshay Kumar, Ranbir Kapoor, Anil
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Kapoor, Manoj Bajpai, Alia Bhatt, Taapsee Pannu, Virat Kohli, Piyush Chawla and former cricketer Mohinder
Amarnath, Manchester United legend Louis Saha was also a part of the event. Also officials from Central and
State Government, Embassies, Foreign dignitaries and delegations visited the show.
20 - 23 February 2016
Handicrafts Export and B2B ShowIHGF Delhi Fair (Spring) 2016
IHGF Delhi Fair (Spring) 2016, was organized by the Export Promotion Council for Handicrafts (EPCH) held
from 20 - 23 February 2016 in all the 14 halls. More than 2800 exhibitors participated and more than 4700
visitors including international buyers (from 110 countries), buying agents, domestic volume retailers interacted
with over 2800 exhibitors making it the largest fair of Home, Lifestyles and Fashion products (2000 types of
Indian handicrafts) and the most sought after one-stop platform to source Indian handicrafts. The exhibitors
including mart owners got an opportunity to showcase the latest trends and book orders. Business enquiriesworth Rs. 1,625 Crore were generated as curtains were drawn to mark the 41st edition of IHGF Delhi Fair
Spring 2016.
1 - 3 March, 2016
GEO Smart India & GEO Intelligence Asia 2016M/s Geospatial Media & Communication had brought South Asia's two premier geospatial conferences
under one roof at India Expo Centre, namely Geo Smart India 2016 and Geo Intelligence Asia 2016 whichwere held from 1 - 3 March, 2016 in Hall 2, 4 & Banquet Hall. The GEO smart India conference provided a
common forum to discuss and deliberate some of the most challenging issues, new areas and upcoming
technologies with stakeholders who were engaged in implementing these projects. The conference covered
Geospatial technology as vital for facilitating sharing and integration of multisource information across agencies
and organizations dealing with defence and security of the regions. Over 50 exhibitors from India and abroad
and 3000 visitors and 300 eminent speakers including Hon'ble Railway Minster Mr. Suresh Prabhu; Mr. V KSingh, the then Hon'ble Minister of State for External Affairs and MoS for North East Region (Now Minister of
State (Independent Charge) for Statistics and Programme Implementation); Mr. K K Singh, Founder and CEO,
Rolta India; and Mr. R S Sharma, Chairman, TRAI were amongst the eminent speakers.
Field Marshal Manekshaw Memorial Lecture was given by Lt. Gen. Nirbhay Sharma, Hon'ble Governor of
Mizoram. Lt. Gen. MMS Rai, Vice Chief of Army, Lt. A.K.S. Chandele, President - Defence, Internal Security
and Public Safety. Dr. Satheesh Reddy, Scientific Advisor to Defence Ministry of India and others wereamongst the eminent speakers.
5 - 6 March, 2016
Surat DreamsInternational Ethnic Week 2016This was organized by M/s Surat Dreams, Surat from 5 - 6 March, 2016 in Hall No. 1, 2, 3, 5 and 7 of IEML.
It was a dream come true project by five visionaries, with the intention to make Surat Textile Market successful.
It was a grand platform provided to the people of textile to explore the opportunities beyond the boundaries
of Surat. It was an exclusive platform which marked the meeting of dealers, traders, exporters as well asfashion designers. There were 250 exhibitors and visited by 1500 trade visitors during the exhibition. Laying its
foundation stone 5 years back, it has successfully executed its 12 editions.
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Glimpses of Auto Expo - The Motor Show 2016
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Glimpses of IHGF Delhi Fair - Autumn 2015
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Statutory
Reports
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To,The Members,
India Exposition Mart Limited
The Directors take pleasure in presenting the 15th Annual Report together with the audited financial statements
for the year ended March 31, 2016. The Management Discussion and Analysis has also been incorporated
into this report.
Financial Highlights of the Company
On the basis of the financial statements, the performance of the Company appears as follows:
Directors’ Report
Summary of operations / performance(State of affairs)
During the year under review, the Company has earned a total income of Rs. 696,823,129 as compared to
Rs. 556,068,900 for the financial year 2014-15. The Net profit for the current year is Rs. 86,233,021 as
compared to the profit Rs. 90,737,835 for FY 2014-15. 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, 2016.
Particulars 2015-2016 2014-2015
(Rs.) (Rs.)
Total income 696,823,129 556,068,900
Total expenses excluding Depreciation 412,449,535 326,327,165
Depreciation 151,627,205 92,315,656
Profit/Loss before tax 132,746,388 137,426,079
Less: Provision for current tax/ deferred tax 46,833,367 47,958,713
Exceptional and extraordinary Items 320,000 1,270,469
Profit/Loss after tax 86,233,021 90,737,835
Appropriation made as under
Transfer to reserve Nil Nil
Profit / Loss Account available for appropriation 340,089,936 297,923,404
Adjustment on account of depreciation 28,944 243,266
Provision for CSR expenditure 3,249,186 1,698,046
Provision for Mart maintenance reserve 18,481,404 –
Proposed Dividend including Corporate Dividend Tax 42,125,177 42,125,177
Profit / Loss Account balance carried forward 276,205,225 253,856,915
Financial Results
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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 2015-16.
Transfer to Reserves
No amount was transferred to the reserves during
the financial year ended March 31st, 2016.
Deposits
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, 2016 and the date on which this
report is signed.
Board Meetings
The Board of Directors of the company met four timesduring the financial year. The details of various Board
meetings are provided in the Corporate Governance
report.
Committees of the Board
Currently, the Board has eight committees, the audit
committee, the stakeholders relationship committee,
the corporate social responsibility committee, thenomination and remuneration committee, the
marketing committee, the project execution
committee, the mart promotion committee and the
operations and maintenance committee. A detailed
note on the composition of the Board and its
committees is provided in the Corporate GovernanceReport Section of this Annual Report.
Composition of the Board of Directors
& Key Managerial Personnel:
As on date of this report, there are 19 (Nineteen)
directors on the Board of the Company.
Inductions
During the year under review, Mr. Satish Dhir was
appointed as Non-executive director at last AGM held
on December 28, 2015, on Board of Directors of thecompany.
Mr. Pramod Chandra Gupta, Addl. CEO, GNIDA and
Mr. Janaradan, Addl. CEO, GNIDA were nominated
as Directors on the Board of IEML by the Greater
Noida Industrial Development Authority ('GNIDA')
on March 12, 2016.
Mr. Raj Kumar Malhotra, Mr. Sudhir Kumar Tyagi
and Mr. Ravinder Kumar Passi were appointed as
Independent Directors of the company in the 14th
AGM held on December 28, 2015.
The Board on the recommendations of the
Nomination and Remuneration committee,appointed:
Mrs. Anupam Sharma as the Company Secretary
effective March 12, 2016.
Retirement / Resignation
Mr. Suresh Kumar Gupta retired as director during
the year under review.
Mr. Harish Kumar Verma, Addl. CEO, GNIDA &
Mr. Yogendra Yadav, Addl. CEO, GNIDA resigned as
Director of the company with effect from July 24,
2015 and January 20, 2016 respectively.
Ms. Sakshi Sharma resigned as Company Secretary
with effect from March 12, 2016.
The Board places on record its gratitude for the
valuable services rendered and guidance extended
during their tenure with the Company.
Retirement by Rotation
In accordance with provisions of the Companies Act,
2013, Mr. Anil Mansharamani, Mr. Dinesh Kumar,Mr. Sunil Sethi and Mr. Mukesh Gupta 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)
Select Performance Indicators
Ratios 2015-2016 2014-2015
Return on net worth 13.77% 15.03%
Net profit to total Income 12.38% 16.32%
Book value per share (Rs.) 17.89 17.25
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of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, no employee
of the Company is earning a remuneration upto
Rupees one crore and two lakh per financial year
and/or Rupees eight lakh and fifty thousand per
month.
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 as
below:
(a) Conservation of Energy & Technology
Absorption: Disclosure not required, since noactivities in relation to conservation of energy
undertaken by the Company during the financial
year 2015-16.
(b) Foreign Exchange earnings and Outgo: The detail
of Foreign Exchange earned in terms of actual
inflows during the financial year 2015-16 andthe Foreign Exchange outgo during the year in
terms of actual outflows are as below:
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.
The Company has also received a confirmation that
their appointment, if made, will be within the limitas 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 2015-16. 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
The FY 2015-16 saw a host of marketing initiatives.
The market was expanding and there was a need
for larger capacity and better facilities. Your company
saw the opportunity and planned for newer exhibition
halls with modern technologies but the challenge
was to deliver on time as per market expectations.The event industry was closely watching the
developments.
Seeing the opportunity, the 5th Indian Exhibition
Industry Open seminar was aptly hosted at your venue
wherein the who's and who of the exhibition industry
were invited on a two day open seminar. The themeof the seminar was appropriately kept as 'Excellence
in Exhibitions - Make in India'. It paid rich dividend
in terms of review of the entire exhibition facility by
the industry decision makers. We received valuable
feedback and consideration from the event organizers
in choosing our venue for their forthcoming events.
Amount (Rs.)Particulars Current Year Previous Year
March 31, March 31,2016 2015
Earnings inforeign currency
Income from fairs $52,157.97 $193,033.95and exhibitions (Rs.3,341,262) (Rs.11,707,357)
Expenditure inforeign currency
Membership fees Euro 2,767 –(Rs. 200,699)
Event participation – Euro 11,045fees (Rs. 826,615)
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 againstloss from unauthorised use or disposition and those
transactions are authorised, recorded and reported
correctly.
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ACCREX along with five other concurrent shows got
confirmed at your venue. It is to be organized under
the banner of Big Fair Alliance in February 2017.
As part of planned activities, IEML has been
showcasing its Meetings, Incentives, Conferences,
Events (MICE) facilities under the India Tourism bannerat Frankfurt Germany through the IMEX Trade show
from 19-21 May 2015. Your company is a Board
Member of India Convention Promotion Bureau. It is
the Bureau set up by the Ministry of Tourism, Govt.
of India. Most of the professional Conference
Organisers are members of this bureau that organizesits annual seminar by inviting the event organizers.
Your venue was host to the 8th Convention India
Conclave with the theme 'Unleashing the Potential'
with a focus on 'Marketing, Networking and Skill
Development' in MICE sector that was organized
from 7-9 August 2015. More than 350 prominentdelegates from the MICE industry attended the event.
Your company has been a pioneer in the event
industry. Be it the first integrated venue to the largest
indoor space or be it the first to host the Exhibition
Excellence Awards. This is also a brainchild of your
Company organized under the banner of ExhibitionShowcase. The event was held for the first time on
23 January 2016 at your venue for the exhibition
industry where in 280 professionals and companies
participated and competed vigoursly to win awards
in their respective echelons. Your venue was awarded
as the Star Venue. Mr. Rakesh Kumar was conferredwith a Lifetime Achievement Award for his
contribution to the exhibition industry.
Your company is a member of UFI and the Asia
Seminar 2016 was held at Chaing Mai, Thailand from
25-26 February 2016. Your company had sponsored
a session and taken an exhibition booth for a 360degree showcasing of its facilities. The capacity
expansion was talk of the seminar and interested
organizers were briefed about the same.
In addition to the above, campaign through e-mailers,
brochures, social media, advertisements and
sponsorships continued as part of the planned
marketing campaign of your company.
As part of the initiatives, the company invites event
and exhibition organizers to see the facility while in
use for large events. Such occasions were the IHGF
Autumn Delhi Fair in October 2015 and Auto Expo -The Motor Show in February 2016.
Mega events that were held at your Company during
the year were, Indian Handicrafts and Gifts Fair-Delhi
Fair which is Asia's largest fair, 9th Renewal Energy
India 2015 and Auto Expo-the Motor Show 2016.
Besides this, number of other events that wereorganized at the venue were Home Expo, Indian
Fashion Jewellery and Accessories Show, Global
Refining & Petrochemicals Congress 2015, 8th IEIA
Open Seminar 2015, 8th Convention Conclave India
2015, India Corr Expo-Sino Corrugated 2015, 13th
International Surface Engineering, Paints and CoatingSymposium 2015, FITEX 2015, Exhibition Showcase
Award 2016, GEO Smart India and GEO Intelligence
Asia 2016 and Surat Dreams - International Ethnic
Weeks 16 and Mahagun Show.
In most of the events held during the year, the venue
was visited by Central Government Ministers, UPGovernment Ministers and Bureaucrats. It is pertinent
to mention here that Mr. Dharmendra Pradhan,
Hon'ble Minister of State (I/C), Ministry of Petroleum
& Natural Gases, Government of India, inaugurated
the Global Refining & Petrochemical Congress 2015
at the India Expo Centre. During GEO Smart India,Union Minister for Railways Mr. Suresh Prabhu visited
the venue and Gen. V.K. Singh, Hon'ble Minister of
State for Statistics and Programme Implementation
also visited the conference.
Union Minister of Heavy Industries and Public Enterprises,
Shri Anant Geete along with Union Minister of RoadTransports and Highways, Shri Nitin Garkari
inaugurated Auto Expo-the Motor Show on 4th
February 2016. In addition to above, some celebrities
and cricketers had visited the show. Total footfall
during the exhibition period was 6,01,914 visitors.
Financial No. of Events No. of Set up Days No. of Events Days No. of total
Year Occupancy Days
2014-15 24 99 70 169
2015-16 19 57 55 112
2016-17 (Projected) 30 86 103 189
In terms of percentage, there has been an increase of 43% of event revenue for FY 2015-16 over 2014-15.
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During the FY 2015-16, PEB Hall no. 9,10,11,12,14
& 15 were made operational by your company and
IHGF Delhi Fair -Autumn 2015 was held in the entire
venue including the newly constructed halls.
Your Company also made strategic alliance with
FICCI and CII who are the industry leaders inorganization of exhibition and conference in order to
get more of their events and conferences at IEML.
IEML has also taken initiative and agreed to do joint
visitor promotion with clients in order to get more
footfall to the event which is vital for the success of
the exhibition.
5th Edition of Indian Association of Congress 2015
The 5th Edition of Indian Association of Congress
2015 was held from 21st - 22nd August, 2015 at
Bengaluru. This event was restricted to only venues
and event/conference organizers, Trade Associations,
Academic Association/Institution, Convention Bureaus& Medical Associations.
IEML participated and sponsored the event. It got an
opportunity to meet around 200 associations where
in it updated its venue facilities to the prospective
organizers.
UFI Asia Open Seminar 2016
The 11th UFI Open Seminar took place from
24th - 26th February, 2016 at Thailand Convention
& Exhibition Bureau (TCEB), Chiang Mai, Thailand
and was organized by UFI.
It was an ideal networking opportunity with the
exhibition organizers of Asia. IEML participatedthrough an exhibition stand and sponsored the event.
A detailed PPT presentation, brochures and IEML
movie were showcased during the event.
"India for MICE 2016" - International Conclave
"India for MICE 2016" - International Conclave was
organized from 31st March - 1st April 2016 atHyderbad. The event was sponsored by Department
of Tourism, Government of India and supported by
various State Governments, international and national
trade bodies and associations such as International
Association of Exhibitions and Events (IAEE), India
Convention Promotion Bureau (ICPB), IndianExhibition Industry Association(IEIA) and Indian
Exhibition Service Providers Association (IESA), etc.
A large overseas trade delegation under the aegis of
IAEE participated in the program along with other
leading MICE industry professionals from India and
abroad. It was an opportunity for IEML to showcase,
collaborate and work towards making IEML a
potential MICE destination.
MoU between IEML & GBU
The Gautam Budh University GBU in Greater Noida
has come up with a large auditorium for 2000 pax,
500 pax and 300 pax. The authorities have requested
IEML to market the GBU Auditorium for bringing
international events on profit sharing basis. IEML isin final phase of entering into contract with the GBU.
Such an addition to the existing capacity shall of an
advantage to bring in large conferences to Greater
Noida.
Strategic Alliances
Your company is moving with time and continuouslyevolving with the market by launching innovative
strategies with large trade bodies such as CII & FICCI,
etc. Your Company has proposed to the trade bodies
that it can undertake visitor promotion and
competitive pricing for bringing in large events. Such
strategies have been floated and became successfulas large events have been booked both by CII and
FICCI in the next financial year.
Competitive Pricing
The number of events is less from March till August
in any calendar year in comparison to the remaining
months around the year. In order to make the venuemore competitive and attractive to organizers during
the off peak period, the Company has made requisite
provisions for discounted rates that are given below.
Semi peak period (i.e. March, April & Sept) - Rs 75/
Rs 150 (setup - dismantle / event days)
Lean period (i.e. May - August): Rs 50/Rs 100 (setup- dismantle / event days)
Remaining period (i.e. October - February): Rs 220/
Rs 110 (setup - dismantle / event days)
Further your company has been also offering
packaged price for bringing in corporate events,
conferences, etc. The packaged price that is beingoffered is inclusive of hall rental, lunches / dinner
with tea/coffees, carpeting and chairs, house
keeping, security & electricity, etc.
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5-Apr-16
16-Apr-16
16-Apr-16
16-Apr-16
20-Apr-16
4-Jun-16
21-Jul-16
7-Sep-16
12-Sep-16
23-Sep-16
3-Oct-16
14-Oct-16
17-Nov-16
7-Nov-16
14-Nov-16
26-Nov-16
25-Nov-16
3-Dec-16
5-Jan-17
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17-Feb-17
23-Feb-17
23-Feb-17
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23-Feb-17
23-Feb-17
23-Feb-17
1-Mar-17
8-Mar-17
8-Apr-16
18-Apr-16
18-Apr-16
18-Apr-16
23-Apr-16
4-Jun-16
23-Jul-16
9-Sep-16
18-Sep-16
25-Sep-16
5-Oct-16
18-Oct-16
20-Nov-16
12-Nov-16
16-Nov-16
27-Nov-16
27-Nov-16
3-Dec-16
7-Jan-17
21-Jan-17
25-Jan-17
8-Feb-17
20-Feb-17
25-Feb-17
25-Feb-17
25-Feb-17
25-Feb-17
25-Feb-17
25-Feb-17
4-Mar-17
10-Mar-17
P-4 Expo 2016
Indian Houseware & DecorativesShow
Indian Furnishings, Floorings &Textiles Show
Indian Furniture & AccessoriesShow
Global Exhibition on Services
CFA Exam
Indian Fashion Jewellery andAccessories Show
Renewable Energy India
Greater Noida Book Fair
International Federation FertilitySocieties (IFFS) 22nd IFFS World
Congress
Advantage Health Care (AHC)
IHGF Delhi Fair - Autumn 2016
Label Expo India 2016
Seventh Session of theConferences of Parties (COP7)
First Meeting of Parties (MOP1)
Fitex - Fit India 2016
Indian Robot Olympiad 2016
CFA Exam
CEIF Photo Fair 2017
Bus and Utility Vehicle Show
INTELECT 2017
Print Pack India
IHGF Delhi Fair - Spring 2017
ACREX 2017
Fenesterbau Frontalae
FIREX 2017 (Fire Security IndiaExpo 2017)
Glass Pro 2017
Glasspex 2017
ISH India 2017
Delhi Wood
Putech
Verifair India Pvt. Ltd.
Export Promotion Council forHandicrafts
Dept. of Commerce, Ministry ofCommerce & Industry, Govt. ofIndia & Confederation of Indian
Industry
CFA Institute, British Council
Export Promotion Council forHandicrafts
UBM India Pvt. Ltd.
National Book Trust, New Delhi
Creative Travel
FICCI
Export Promotion Council forHandicrafts
Tarsus Group, PLC, UK
Ministry of Health & FamilyWelfare, Govt. of India,
Ministry of Health & FamilyWelfare, Govt. of India,
Smart Events India
ICES
CFA Institute, British Council
All India Photographic Trade &Industry Association
Society of Indian AutomobileManufacturers
India Electronical & ElectronicsManufacturers' Association
(IEEMA)
Indian Printing, Packaging &Allied Machinery Manufacturers
Association
Export Promotion Council forHandicrafts
Numberg Messe & ISHARE
Numberg Messe
Numberg Messe
Messe Dusseldorf
Messe Dusseldorf
Messe Frankfurt Trade FairsIndia Pvt. Ltd.
PDA Trade Fairs
Indian Polyurethane Association
S. No. Name of Event Name of the Organiser
Events in the Financial Year 2016-17:
Event Days
From To
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Mr. Nitin Gadkari, Hon'ble Minister of
Road Transport and Highways of India,
inaugurating the 13th edition of
Auto Expo-The Motor Show-2016,
held from 5th to 9th February, 2016,
with officials of SIAM (Society of
Indian Automobile Manufacturers).
From (R-L), Mr. Santosh Kumar Gangwar,
Hon'ble Minister of State for Textiles
(Independent Charge), inaugurating IHGF
Delhi Fair-Autumn 2015, held from
14th to 18th October, 2015 with
Mr. Rakesh Kumar, Chairman, IEML & ED,
EPCH; Mr. Rama Raman, IAS, Chairman,
GNIDA; Ms. Vimla Batham, MLA, BJP;
Mr. Dinesh Kumar, Director, IEML &
Chairman, EPCH; Mr. S K Panda, IAS
Secretary (Textiles), Ministry of Textiles; and
Mr. Deepak Agarwal, IAS, CEO, GNIDA.
Mr. Nitin Agarwal, Hon'ble Minister of
State (Independent Charge) for Micro,
Small and Medium Enterprises, UP,
inaugurating 6 new exhibition halls of
India Expo Centre & Mart with
Mr. Rakesh Kumar, Chairman, IEML &
ED, EPCH; Mr. Dinesh Kumar, Director,
IEML & Chairman, EPCH; and
Mr. Lekhraj Maheshwari, Director,
IEML, on March 14, 2016.
Lighting of lamp by Mr. P K Patney, DGM & Zonal
Head, Federal Bank, at the inauguration
ceremony of newly installed ATM of Federal Bank
on 14th January, 2016, at IEML premises with
Mr. Rakesh Kumar, Chairman, IEML & ED, EPCH
and Mr. Raj Kumar Malhotra, Director, IEML.
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Mr. Sudhir Tyagi, Director, IEML,
welcoming Mr. Rama Raman, IAS,
Chairman, GNIDA and Mr. Deepak
Agarwal, IAS, CEO, GNIDA, at the
IHGF Delhi Fair-Autumn 2015, held
from 14th to 18th October, 2015.
Mr. Lekhraj Maheshwari, Director, IEML
welcoming Mr. S K Panda, IAS,
Secretary (Textiles), Ministry of Textiles
at the IHGF Delhi Fair - Spring 2016
held from 20th to 23rd February, 2016.
Mr. Dinesh Kumar, Director, IEML &
Chairman, EPCH and Mr. Rakesh
Kumar, Chairman, IEML & ED, EPCH
briefing Mrs. Rashmi Verma,
Secretary, (Textiles) Ministry of Textiles
and Dr. K Gopal, IAS, Development
Commissioner (Handicrafts) on the
handicrafts products exhibited at
IHGF Delhi Fair - Spring 2016 held
from 20th to 23rd February, 2016.
Mr. Rakesh Kumar, Chairman, IEML &
ED, EPCH seen at the exporters meet at
IEML with Mr. Raj Kumar Malhotra,
Director, IEML and Mr. P K Patney,
DGM & Zonal Head, Federal Bank.
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Mr. Sameer Kumar Biswas,
Development Commissioner
(Handicrafts) inaugurating Indian
Fashion Jewellery and Accessories
Show, held from 10th to 12th July,
2015, with other directors of IEML.
The Lifetime Achievement Award
being presented to Mr. Rakesh Kumar,
Chairman, IEML & ED, EPCH, at
Exhibition Excellence Awards held on
23rd January, 2016, for his
contribution in the exhibitions
industry.
Lighting of lamp by the dignitaries at
the 5th IEIA Open Seminar hosted at
IEML from 8th-9th May, 2015.
Glimpse of the Mart promotion
Bureau meeting with mart owners
headed by Mr. Rakesh Kumar,
Chairman, IEML & ED, EPCH.
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Mart Promotion Initiatives
Your company in the previous financial year took a
number of important initiatives and with mart owners'
active participation ultimately guiding the way for
promotion of marts. To name a few steps taken in
the last year, the entire wi-fi technology in the complexwas upgraded. The exercise of wi-fi was taken up
after careful assessment of the increased footfall of
visitors at various shows, regularly adding up of new
devices and heavy logging on the social sites.
To the mart owners’ delight, a permanent reception
at Mart Entrance 2 has been created to cater to thequeries/grievances of mart owners as well as to
felicitate the visitors coming to the mart. Further
provisions have also been made for round-the-clock
availability of floor executives at mart owners’ service.
Nonetheless, on mart owners' requests, night shelter
for workers with necessary accommodation facilitiesand restroom arrangements have been provided. An
offsite ATM of Federal Bank Ltd at Gate no. 2 was
launched within the complex.
Another unique opportunity has been provided to
the mart owners in the form of giving their export
surplus for retail selling during the third party events.The interested mart owners availed the opportunity
by displaying their products at various stalls at aisles
area of the premises during third party events.
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 was carried out for the year 2015-16. Ledby 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.
The performance evaluation of the Board, directors
and respective Committees was done by the Board
and the Directors expressed satisfaction with the
evaluation process.
Extract of Annual Return
An extract of Annual Return as on the financial year
ended on March 31, 2016 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 1 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, 2016, the applicable
Accounting Standards had been followed along
with proper explanation relating to material
departures
b) for the financial year ended March 31, 2016,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 theProfit and Loss of the Company for the year ended
March 31, 2016
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 assetsof 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 placeand that such systems were adequate and
operating effectively
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September 05, 2016
New Delhi
Sd/-
RAKESH KUMAR(CHAIRMAN)
Sd/-
SUDHIR TYAGI(DIRECTOR)
Sd/-
DINESH KUMAR(DIRECTOR)
On behalf of Board of Directors
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 mattersis given in Annexure 2 to this Report.
Corporate Social Responsibility
In accordance with the requirements of Companies
Act, 2013, your Company has constituted a Corporate
Social Responsibility Committee. Your Company has
also formulated a Corporate Social Responsibility
Policy which is available on the website of theCompany at http://indiaexpomart.com/pdf/
CSR_policy.pdf. Annual report on CSR policy and CSR
activities undertaken during the year under the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 has been appended as Annexure 3 to
this Report.
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.
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.
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 perThe 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 2015-16, 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 co-operation. 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.
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Annexure 1 to Board's Report
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31st March, 2016
[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 India Exposition Mart Ltd.
contact details Plot No. 1; 210 - Atlantic Plaza, 2nd Floor,
Local Shopping Centre, Mayur Vihar Phase-I, Delhi-110091Ph.: 011-22711497
Website: www.indiaexpomart.com
Email: [email protected], [email protected]
Whether Listed Company No
Name, Address and Contact detailsof Registrar and Transfer Agent, if any Not applicable
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. Name and Description of NIC Code of the % to total turnover
No. main products / services Product/ service of the company
1. Exhibitions 9214 85.30
2. Maintenance 45202 13.99
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl. Name and Address of CIN/GLN Holding/Subsidiary/ % of shares held Applicable
No. the Company Associate Section
NOT APPLICABLE
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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 No. of Shares held % Change
Shareholders the beginning of year at the end of year 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)
Total share-
holding of Pro-
moter (A)= (A)
(1)+(A)(2)
B. Public
Shareholding
a) Mutual Funds
b) Banks/FI
c) Central Govt.
d) State Govt.(s)
e) VentureCapital funds
f) InsuranceCompanies
g) FIIs
h) Foreign
VentureCapital Funds
i) Others (specify)
Sub-total (B)(1)
2. Non-
Institutions
a) Bodies Corp.
i) Indian 10,659,583 10,659,583 30.456 10,635,156 10,635,156 30.386 0.07
ii) Overseas
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b) Individuals
i. Individual shareholders holding
nominal sharecapital upto
Rs. 1 lakh 2,590,494 2,590,494 7.401 2,605,064 2,605,064 7.443 (0.04)
ii. Individual
shareholdersholding nominal
share cap inexcess of
Rs. 1 lakh 21,749,923 21,749,923 62.143 21,759,780 21,759,780 62.17 (0.03)
c) Others (specify)
Sub-total (B)(2) 35,000,000 35,000,000 100 35,000,000 35,000,000 100 –
Total PublicShareholding
(B)=(B)(1)+ (B)(2)
C. Shares held
by Custodian forGDRs & ADRs
Grand Total
(A+B+C) 35,000,000 35,000,000 100 35,000,000 35,000,000 100 –
(ii) Shareholding of Promoters - NOT APPLICABLE
Sl. Shareholder's Name Shareholding at the Shareholding at
No. beginning of the year the end of the year
No. of % of % of No. of % of % of Shares of %
Shares total Shares Shares total Shares change
Shares Pledged Shares Pledged / in shareholding
of the / encum- of the encum- during the year
company bered to company bered
total to total
shares shares
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(iii) Change in Promoters' Shareholding (please specify, if there is no change) - NOT APPLICABLE
Sl. Particulars Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No. of shares % of total No. of shares % of total shares
shares of the of the company
company
1. At the beginning of the year
2. Date wise Increase / Decrease
in Promoters Shareholding
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. Particulars Shareholding at the Shareholding at the end
No. beginning of the year of the year
No. of shares % of total No. of shares % of total shares
shares of the of the company
company
1. Kamal Chandra Agarwal 271,843 0.78 271,843 0.78
2. Greater Noida Industrial
Development Authority
(GNIDA) 767,802 2.19 767,802 2.19
3. Afeef Ur Rehman 250,000 0.71 250,000 0.71
4. Ahmer Latif 259,343 0.74 259,343 0.74
5. Ajai Gupta 498,000 1.42 498,000 1.42
6. Dileep Baid 259,343 0.74 259,343 0.74
7. K L Katyal 251,028 0.72 251,028 0.72
8. Mohd. Akhtar Shamsi 500,000 1.43 500,000 1.43
9. Nirmal Bhandari 501,028 1.43 501,028 1.43
10. Overseas Carpets Limited 1,002,514 2.86 1,002,514 2.86
11. Pankaj Garg 502,514 1.44 502,514 1.44
12. Rahul Vadera 509,343 1.46 509,343 1.46
13. Ram Prakash Singhal 501,514 1.43 501,514 1.43
14. Ravish Khanna 250,514 0.72 250,514 0.72
15. Sayeed Ur Rehman 250,000 0.71 250,000 0.71
16. Sudeshwar Saran 500,000 1.43 500,000 1.43
17. Subhash Kawatra 509,343 1.46 509,343 1.46
18. Vikas Kumar 750,000 2.14 750,000 2.14
19. Vinod Khanna 250,000 0.71 250,000 0.71
20. Vinita Manchanda 250,000 0.71 250,000 0.71
21. O P Manchanda 268,686 0.77 268,686 0.77
22. Arvind Kumar Gupta 251,514 0.72 251,514 0.72
23. Rakesh Kumar Gupta 251,514 0.72 251,514 0.72
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(v) Shareholding of Directors and Key Managerial Personnel:
Sl. Particulars Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No. of shares % of total No. of shares % of total shares
shares of the of the company
company
1. Rakesh Kumar - Chairman
At the beginning of the year 1,100 0.003 1,100 0.003
Transaction during the year - - - -
At the end of the year 1,100 0.003 1,100 0.003
2. Raj Kumar Malhotra,Independent Director
At the beginning of the year 543,400 1.55 543,400 1.55
Transaction during the year: - - - -
At the End of the year 543,400 1.55 543,400 1.55
3. Navratan Samdaria, Director
At the beginning of the year 523,528 1.49 523,528 1.49
Transaction during the year: - - - -
At the End of the year 523,528 1.49 523,528 1.49
24. Rakesh Gupta 500,000 1.43 500,000 1.43
25. Narendra Jain 501,542 1.43 501,542 1.43
26. Bilal Ahsan 500,000 1.43 500,000 1.43
27. Girish Kumar Agrawal 370,000 1.06 370,000 1.06
28. Tafsir Ahmad 509,343 1.46 509,343 1.46
29. Mohd. Abdullah 250,000 0.71 250,000 0.71
30. Noor-e-sahar 250,000 0.71 250,000 0.71
31. Naveen Mehrotra 537,372 1.54 537,372 1.54
32. Rajan Puri 500,000 1.43 500,000 1.43
33. Surinder Khosla 250,000 0.71 250,000 0.71
34. Haji Iftikar Ali 500,000 1.43 500,000 1.43
35. Raghav Chandra Gupta 500,000 1.43 500,000 1.43
36. Bikramjit Singh Bakshi 500,000 1.43 500,000 1.43
37. Ajay Kumar Gupta 251,014 0.72 251,014 0.72
38. Anu Anand 250,000 0.71 250,000 0.71
39. Sharad Kumar Bansal 250,000 0.71 250,000 0.71
40. Vectra Investments
Private Limited 7,940,000 22.69 8,040,000 22.97
41. Ritesh Katyal 250,000 0.71 250,000 0.71
42. Rahul Katyal 250,000 0.71 250,000 0.71
43. Marvel Fragrances P Ltd. 350,000 1.00 350,000 1.00
44. Sharad Jain 254,514 0.73 254,514 0.73
45. Pradeep Kumbhat 251,486 0.72 251,486 0.72
46. Vijay Shanker Goel 100,514 0.29 300,514 0.86
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4. Dinesh Kumar, Director
At the beginning of the year 537,372 1.53 537,372 1.53
Transaction during the year: - - - -
At the End of the year 537,372 1.53 537,372 1.53
5. Lekhraj Maheshwari, Director
At the beginning of the year 242,028 0.69 242,028 0.69
Transaction during the year: - - - -
At the End of the year 242,028 0.69 242,028 0.69
6. Sudhir Tyagi,Independent Director
At the beginning of the year 12,500 0.035 12,500 0.035
Transaction during the year: - - - -
At the End of the year 12,500 0.035 12,500 0.035
7. Babu Lal Dosi, Director
At the beginning of the year 392,056 1.12 392,056 1.12
Transaction during the year: - - - -
At the End of the year 392,056 1.12 392,056 1.12
8. Ravinder Kumar Passi,
Independent Director
At the beginning of the year 521,056 1.48 521,056 1.48
Transaction during the year: - - - -
At the End of the year 521,056 1.48 521,056 1.48
9. Ikramul Haq, Director
At the beginning of the year 250,000 0.714 250,000 0.714
Transaction during the year: - - - -
At the End of the year 250,000 0.714 250,000 0.714
10. Kamal Soni, Director
At the beginning of the year 264,857 0.76 264,857 0.76
Transaction during the year: - - - -
At the End of the year 264,857 0.76 264,857 0.76
11. Suresh Kumar Gupta, Director*
At the beginning of the year 253,028 0.722 253,028 0.722
Transaction during the year: - - - -
At the End of the year 253,028 0.722 253,028 0.722
12. Vivek Vikas, Director
At the beginning of the year 750,514 2.144 750,514 2.144
Transaction during the year: - - - -
At the End of the year 750,514 2.144 750,514 2.144
13. Satish Dhir, Director @
At the beginning of the year 16,542 0.05 16,542 0.05
Transaction during the year: - - - -
At the End of the year 16,542 0.05 16,542 0.05
* Mr. Suresh Kumar Gupta retired as Director w.e.f. December 28, 2015
@ Mr. Satish Dhir appointed as Director w.e.f. December 28, 2015
NOTE: The following Directors / Key managerial personnel (KMP) did not hold any shares during financial
year 2015-16
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• 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 (resigned w.e.f January 20, 2016)
• Mr. Harish Kumar Verma, Nominee Director, GNIDA (resigned w.e.f July 24, 2015)
• Mr. P.C.Gupta, Nominee Director, GNIDA (appointed w.e.f March 12, 2016)
• Mr. Janardan, Nominee Director, GNIDA (appointed w.e.f March 12, 2016)
• Mr. Praveen Singh, KMP
• Mr. Sachin Kumar Sinha, KMP
• Ms. Sakshi Sharma, KMP (resigned w.e.f March 12, 2016)
• Mrs. Anupam Sharma, KMP (appointed w.e.f. March 12, 2016)
V. INDEBTEDNESS (Amount in Rs.)
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtedness at the beginning
of the financial year
i) Principal Amount 60,393,981 - - 60,393,981
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 60,393,981 - - 60,393,981
Change in Indebtedness during the
financial year
Addition 363,817,146 - - 363,817,146
Reduction 60,393,981 - - 60,393,981
Net Change Indebtedness at
the end of the financial year
i) Principal Amount 363,368,545 - - 363,368,545
ii) Interest due but not paid 3,268,654 - - 3,268,654
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 366,637,199 - - 366,637,199
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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration of Managing Director, Whole time Director and/or Manager: (Amount in Rs.)
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
Act, 1961 1,947,788 1,947,788
(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
- as % of profit
- others, specify… - -
5. Others, please specify - -
Total (A) 1,947,788 1,947,788
Ceiling as per the Act 5% of net profit
B. Remuneration to other Directors - Contd. (Amount in Rs.)
Sl. No. Particulars of Remuneration Name of Directors Total Amount
Raj Kumar Sudhir Tyagi Ravinder
Malhotra Non-Executive Kumar Passi
Non-Executive Director Non-Executive
Director Director
1. Independent Directors Fee
for attending board / committee
meetings 450,000 350,000 490,000 1,290,000
Commission - - - -
Others, please specify - - - -
Total B(1) 450,000 350,000 490,000 1,290,000
2. Other Non-Executive Directors Rakesh Kumar Navratan Samdaria Anil Mansharamani
Non-Executive Non-Executive Non-Executive
Chairman Director Director -
Fee for attending board /
committee meetings 430,000 40,000 490,000 960,000
Commission - - - -
Others, please specify - - - -
Total B(2) 430,000 40,000 490,000 960,000
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.
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Remuneration to other directors: (Amount in Rs.) - Contd.
Particulars of Remuneration Name of Directors Total Amount
Other Non-Executive Directors Suresh Kumar Sunil Sethi Ikramul HaqGupta* Non-Executive Non-ExecutiveNon-Executive Director DirectorDirector
Fee for attending board / committeemeetings 60,000 20,000 80,000 160,000
Commission - - - -
Others, please specify - - - -
Total B(4) 60,000 20,000 80,000 160,000
Remuneration to other directors: (Amount in Rs.) - Contd.
Particulars of Remuneration Name of Directors Total Amount
Other Non-Executive Directors Vivek Vikas Sunil Sikka LekhrajNon-Executive Non-Executive MaheshwariDirector Director Non-Executive
Director
Fee for attending board / committeemeetings 390,000 60,000 360,000 810,000
Commission - - - -
Others, please specify - - - -
Total B(5) 390,000 60,000 360,000 810,000
Remuneration to other directors: (Amount in Rs.) - Contd.
Particulars of Remuneration Name of Directors Total Amount
Other Non-Executive Directors Arjun Baljee Kamal Soni Harish KumarNon-Executive Non-Executive Verma@Director Director Nominee
Director GNIDA
Fee for attending board / committeemeetings NIL 220,000 NIL 220,000
Commission - - - -
Others, please specify - - - -
Total B(6) NIL 220,000 NIL 220,000
Remuneration to other directors: (Amount in Rs.) - Contd.
Particulars of Remuneration Name of Directors Total Amount
Other Non-Executive Directors Mukesh Gupta Babu Lal Dosi Dinesh KumarNon-Executive Non-Executive Non-ExecutiveDirector Director Director
Fee for attending board / committeemeetings 100,000 40,000 390,000 530,000
Commission - - - -
Others, please specify - - - -
Total B(3) 100,000 40,000 390,000 530,000
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C. Remuneration of Key Managerial Personnel other than MD/WTD/Manager: (Amount in Rs.)
S.No. Particulars of Remuneration Key Managerial Personnel Total Amount
Sachin Kumar Sinha Sakshi Sharma Anupam SharmaChief Financial Company Company
Officer Secretary* Secretary**
1. Gross salary
(a) Salary as per provisions 2,760,000 780,983 24,645 3,565,628contained in section 17(1) of the
Income-tax Act. 1961
(b) Value of perquisites u/s 17(2)Income-tax Act, 1961 – – – –
(c) Profits in lieu of salary undersection 17(3) Income-tax Act, 1961 – – – –
2. Stock Option – – –
3. Sweat Equity – – – –
4. Commission
- as % of profit
- others, specify… – – – –
5. Others, please specify – – – –
Total (A) 2,760,000 780,983 24,645 3,565,628
*Ms. Sakshi Sharma resigned as Company Secretary w.e.f March 12, 2016
**Mrs. Anupam Sharma appointed as Company Secretary w.e.f March 12, 2016
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.
Remuneration to other directors: (Amount in Rs.) - Contd.
Particulars of Remuneration Name of Directors Total Amount
Other Non-Executive Directors Satish Dhir Yogendra Yadav$ P.C. Gupta** Janardan**
Non-Executive Nominee Nominee NomineeDirector Director, GNIDA Director, GNIDA Director, GNIDA
Fee for attending board / 70,000 NIL NIL 20,000 90,000committee meetings
Commission – – – –
Others, please specify – – – –
Total B(7) 70,000 NIL NIL 20,000 90,000
Total (B)= B(1)+ B(2)+ B(3)+ B(4)+ 4,060,000B(5)+ B(6)+ B(7)
Total Managerial Remuneration 4,060,000
Overall Ceiling as per the Act 11% of the net profits of the Company
* Mr. Suresh Kumar Gupta retired as Director w.e.f December 28, 2015@ Mr. Harish Kumar Verma resigned as Director w.e.f July 24, 2015
$ Mr. Yogendra Yadav resigned as Director w.e.f January 20, 2016
** Mr. P.C.Gupta and Mr. Janardan appointed as Director w.e.f March 12, 2016
Note: None of the Directors of the company draws remuneration except sitting fees within prescribedlimits of the act for attending Board/committee meetings
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The philosophy for remuneration of Directors, KMPand 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.
This remuneration policy has been prepared pursuantto 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) the level and composition of remuneration isreasonable and sufficient to attract, retain and
motivate directors of the quality required to run
the company successfully;
b) relationship of remuneration to performance is
clear and meets appropriate performancebenchmarks; and
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 thecompany and its goals:
Definitions
a) Act means the Companies Act, 2013 and Rules
framed thereunder, as amended from time to
time
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 ofDirectors including Functional Heads
Role of Committee
Matters to be dealt with, perused and recommended
to the Board by the Nomination and Remuneration
Committee
The Committee shall:
a) Formulate the criteria for determiningqualifications, positive attributes and
independence of a director
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 downin this policy
c) Recommend to the Board, appointment and
removal of Director, KMP and Senior
Management Personnel
Key principles governing this remuneration policy areas 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 recommendingcandidates 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 forproper performance of duties;
• personal characteristics being in line with the
Company's values, such as integrity, honesty,
Nomination &
Remuneration Policy
Annexure 2 to Board’s Report
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transparency, pioneering mind-set
• balance of skills and expertise in view of the
objectives and activities of the Company;
• 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 theCompany'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, participationin 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 individualDirectors 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 theBoard shall be done by the independent Directors.
The performance evaluation of the respective
Committees and that of independent and non-
independent Directors shall be done by the Board
excluding the Director being evaluated.
The NRC shall recommend to the Board, theperformance 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 eligiblefor 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, whereverrequired.
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 Directorsto 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/or independent directors do not constitute partof remuneration.
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 inmanaging 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 andaligned to any regulatory requirements.
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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 Directorpossesses 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
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 theremuneration 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 toupdate this Policy based on changes that may be
brought about due to any regulatory amendments or
otherwise.
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Corporate Social
Responsibility
Annexure 3 to Board's Report
(Pursuant to Section 135 of the Companies Act, 2013)
1. Brief outline of the company's CSR
policy, including overview of projects
or programs proposed to be
undertaken and a reference to the web
link to the CSR policy and projects or
programmes
Your company is committed to conduct its
business in a socially responsible, ethical andenvironmentally friendly manner and to
continuously work towards improving quality of
life of the communities in its operational areas.
The CSR policy adopted by the Board of Directors
is appended and is also available on the websiteat http://indiaexpomart.com/pdf/CSR_policy.pdf.
2. Corporate Social Responsibility
committee
The Corporate Social Responsibility Committee
of the Board is responsible for overseeing the
execution of the Company's CSR policy,
recommend the amount of expenditure to be
incurred on the activities and ensuring that theobjectives of the company are met. The members
of the CSR committee are:
• Mr. Rakesh Kumar, as Chairperson
• Mr. Sudhir Tyagi, Independent Director
• Mr. Anil Mansharamani,
• Mr. Sunil Sikka,
• Mr. Ravinder Kumar Passi, IndependentDirector
• Mr. Raj Kumar Malhotra, Independent
Director
• Mr. Vivek Vikas
• Mr. Satish Dhir
3. Average net profit of the company
for last three financial years:
Rs. 16,24,59,287
4. Prescribed CSR Expenditure (two
percent of the amount as in item 3
above): Rs. 32,49,186
5. Details of CSR spent during the
financial year
(a) Total amount to be spent for the financial
year: Rs. 49,47,232 (including Rs. 16,98,046
pertaining to financial year 2014-15)
(b) Amount unspent, if any: Rs. 34,32,892
(c) Manner in which the amount spent during
the financial year is detailed below:
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(1) (2) (3) (4) (5) (6) (7) (8)
S. CSR project Sector in Projects Amount Amount Cumulative Amount
No. or activity which the or outlay spent on expenditure spent
undertaken Project is programs (budget) the Project upto the Direct or
covered (1) Local Project or or programs reporting through
area or programs Sub heads period implemen-
other wise (1) Direct ting
(Specify expenditure Agency
the State on the
or district projects or
where the programs (2)
Projects or Overheads
programs
was
undertaken)
1 Promoting Schedule Noida &
Sanitation VII(i) Greater
& Hygiene- Noida
Purchase of (UttarMobile Pradesh)
Toilets Rs.4,039,560 Rs.1,464,340 Rs.1,464,340 Direct
2 Promoting Schedule
Education VII(ii)
Delhi Rs.907,672 Rs.50,000 Rs.50,000 Direct
TOTAL Rs.4,947,232 Rs.1,514,340 Rs.1,514,340
6. In case the Company has failed to spend the two per cent of the average net profit of the last three
financial years or any part thereof, the Company shall provide the reasons for not spending the amountin its Board’s report:
In FY 2015-16, the committee targeted spending the earmarked budget for implementation of all the
budgeted projects, however, due to unforeseen circumstances, the construction of all mobile toilets
narrowly missed the March deadline but was completed in the month of April of this year. The committee
viewed that only in order to achieve the spending target, the company should not disburse funds on
projects which were not sustainable. The unspent amount of CSR fund is being carried forward next yearand will be reallocated as the case may be.
7. Responsibility statement
The Corporate Social Responsibility committee of the company hereby confirms that the implementation
and monitoring of the CSR policy, is in compliance with the CSR objectives and policy of the company.
For India Exposition Mart Ltd.
Sd/-
Rakesh Kumar
Chairperson, CSR Committee
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1. Policy objective
India Exposition Mart Ltd ('the Company') is
committed to conduct its business in a socially
responsible, ethical and environmentally friendlymanner 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 addresstheir 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. Focus areas
a) To promote and support the artisans andcraftsperson and to initiate such activities
that would be required for welfare of artisans
and their education and training;
b) To give financial or other assistance in kind
by way of distribution of books, clothes to
the artisans.
c) To promote and support such activities that
would help in protecting and maintaining
the environment concerns of the citizens
d) Eradicating hunger, poverty and
malnutrition,
e) Promoting health care including preventive
health care and sanitation including
contribution to the Swach Bharat Kosh set-
up by the Central Government for thepromotion of sanitation and making
available safe drinking water
f) Promoting education, including special
education and employment enhancing
vocation skills especially among children,
women, elderly and the differently abled andlivelihood enhancement projects
g) Promoting gender equality, empowering
women, setting up homes and hostels for
women and orphans; setting up old age
homes, day care centres and such other
facilities for senior citizens and measures forreducing inequalities faced by socially and
economically backward groups;
h) ensuring environmental sustainability,
ecological balance, protection of flora and
fauna, animal welfare, agroforestry,
conservation of natural resources andmaintaining quality of soil, air and water 2
including contribution to the Clean Ganga
Fund set-up by the Central Government for
rejuvenation of river Ganga;
i) slum area development
4. Planning, implementation &
monitoring of CSR activities
a) The conduction of CSR activities shall beexecuted by CSR Committee
b) The CSR Committee shall periodically report
its decision to Board of Directors
Corporate Social
Responsibility Policy
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c) All the CSR activities shall be monitored
regularly by CSR Committee through its
Convener/ Chairman of the company
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 198of 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 section134 (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
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 hostedon 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
revision/ amendment in accordance with theguidelines 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.
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Brief Statement On Company's philosophy
on Code of Governance
Effective corporate governance practices constitutethe 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.
Our corporate governance policies recognise 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 ofand 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 tooversee the functions of executive management.
Board of Directors
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 andindependent in exercising strategic supervision,
discharging its fiduciary responsibilities and in ensuring
that the management observes high standards of
ethics, transparency and disclosure.
Corporate Governance Report
For the Year 2015-16
Composition
As on March 31, 2016, the Board had 19 Directors,comprising of One Non-Executive Chairman, Two
Nominee Directors from Greater Noida Industrial
Development Authority ('GNIDA') and 16 Non-
Executive Directors. The Board's role, functions,
responsibility and accountability are clearly defined.
In addition to its primary role of monitoring corporateperformance, the functions of the Board include:
• Approving corporate philosophy and vision;
• Formulation of strategic and business plans;
• Reviewing and approving financial plans and
budgets;
• Monitoring corporate performance againststrategic and business plans, including overseeing
operations;
• Ensuring ethical behaviour and compliance with
laws and regulations;
• Reviewing and approving borrowing limits;
• Formulating exposure limits; and
• Keeping shareholders informed regarding plans,
strategies and performance.
Board Meetings
During the financial year 2015- 2016, the Board met
4 (four) times as per the statutory requirements. The
dates of Board Meetings being June 30, 2015; August24, 2015; November 17, 2015 and March 12, 2016.
The Company had its 14th Annual General Meeting
for FY 2014-15 on December 28, 2015.
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The particulars of Directors and their attendance for the Financial Year 2015-16 are given below:
Name of Director Designation Category Attendance
Board Last
Meeting AGM
Mr. Rakesh Kumar Chairman Non Executive 4 Yes
Mr. Navratan Samdria Director Non-Executive 2 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 Yes
Mr. Sudhir Tyagi Director Non-Executive 3 No
Mr. Lekhraj Maheshwari Director Non-Executive 4 Yes
Mr. Ikramul Haq Director Non-Executive 4 Yes
Mr. Sunil Sethi Director Non-Executive 1 No
Mr. Sunil Sikka Director Non-Executive 2 No
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 Nil No
Mr. Mukesh Gupta Director Non-Executive 4 Yes
Mr. Kamal Soni Director Non-Executive 3 Yes
Mr. Satish Dhir# Director Non-Executive 1 Yes
Mr. Yogendra Yadav,
ACEO, GNIDA+ Nominee from GNIDA Non-Executive Nil No
Mr. Harish Kumar Verma,
ACEO, GNIDA@ Nominee from GNIDA Non-Executive Nil No
Mr. Pramod Chandra Gupta,
ACEO, GNIDA% Nominee from GNIDA Non-Executive Nil N.A
Mr. Janardan, ACEO, GNIDA% Nominee from GNIDA Non-Executive 1 N.A
* Retired as Director at the last AGM held on December 28, 2015
# Appointed as Director at the last AGM held on December 28, 2015
@ Resigned as Director w.e.f. July 24, 2015
+ Resigned as Director w.e.f. January 20, 2016
% Appointed as Nominee Director w.e.f March 12, 2016
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Committees of Board
The Board Committees play a crucial role in thegovernance structure of the Company and have beenconstituted to deal with specific areas / activities whichconcern the Company and need a closer review. TheBoard Committees are set up under the formalapproval of the Board to carry out clearly definedroles which are considered to be performed bymembers of the Board, as a part of good governancepractice. The Board supervises the execution of itsresponsibilities by the Committees and is responsiblefor their action. The minutes of the meetings of allCommittees are placed before the Board for review.The Board Committees can request special inviteesto join the meeting, as appropriate.
The Board has currently established the followingstatutory and non-statutory Committees
A. Audit Committee
The Audit Committee is headed by Mr. MukeshGupta as Convener, Mr. Anil Mansharamani, Mr.Ravindra Kumar Passi, Mr. Raj Kumar Malhotra andMr. Sudhir Tyagi as members. Representatives ofStatutory and Internal Auditors are invitees to AuditCommittee meetings.
The Committee is responsible for:
a. over viewing of the Company's financialreporting process and the disclosure of its financialinformation;
b. recommending the appointment, remunerationand terms of appointment of Statutory Auditorsas well as Internal Auditors of the Company andapproval for payment of any other services;
c. reviewing with management, the annualfinancial statements before submission to theBoard, focussing primarily on accounting policiesand practices;
d. reviewing with management, Statutory Auditorsand Internal Auditor, the adequacy of internalcontrol systems;
e. evaluating internal financial controls and riskmanagement systems;
f. to look into any other matter that requiremonitoring or review of the functioning pertainingto accounts and audit of the Company.
B. Project Execution Committee
Project Execution Committee constituted by the
Board of Directors is headed by Mr. Sudhir Tyagi, as
Convener, Mr. Rakesh Kumar, Mr. Raj Kumar
Malhotra, Mr. Ravinder Kumar Passi, Mr. Anil
Mansharamani, Mr. D.Kumar, Mr. Kamal Soni, Mr.Lekhraj Maheshwari, Mr. Satish Dhir and Mr. Ikramul
Haq. The committee is primarily concerned with
• Deciding any matter pertaining to tendering,
consideration of architects, consideration of non-
scheduled 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 and borrowing such amount as may be
required from time to time for the purpose of
the business of the company within the limits
specified in the Act.
C. Operations & Maintenance Committee
Operations & Maintenance Committee constituted
by the Board of Directors consists of Mr. Anil
Mansharamani, as Convener, Mr. Rakesh Kumar, Mr.
Vivek Vikas, Mr. Raj Kumar Malhotra, Mr. D.Kumar,
Mr. Sudhir Tyagi, Mr. Lekhraj Maheshwari, Mr.
Ravinder Kumar Passi, Mr. B.L.Dosi, Mr. Kamal Soni
as members.
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 set target and borrowing such
amount as may be required from time to time
for the purpose of the business of the company
within the limits specified in the Act.
D. Mart Promotion Committee
Mart Promotion Committee constituted by the Board
of Directors consists of Mr. Vivek Vikas, as Convener,
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Mr. Rakesh Kumar, Mr. Raj Kumar Malhotra, Mr.
Navratan Samdaria, Mr. Babu Lal Dosi, Mr. Anil
Mansharamani, Mr. Sunil Sikka, Mr. Kamal Soni,
Mr. Satish Dhir, Mr. Ikramul Haq and Mr. R.K.Passi
as members.
The committee is authorised to deal with all the stepson 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 thelegal recourses.
E. Marketing Committee
Marketing Committee constituted by the Board of
Directors consists of Mr. Raj Kumar Malhotra, as
Convener, Mr. Rakesh Kumar, Mr. Anil
Mansharamani, Mr. Sunil Sethi, Mr. Vivek Vikas, Mr.D.Kumar, Mr. Satish Dhir, Mr. Ikramul Haq, Mr.
Lekhraj Maheshwari and Mr. Sunil Sikka as members.
Committee is authorized to take decisions on matters
relating to developing more business opportunities
for the company, F&B policies, creating revenue
models for the company.
F. Stakeholders Relationship Committee
Stakeholder relationship Committee constituted by
the Board of Directors consists of Mr. Lekhraj
Maheshwari, as Convener, Mr. D.Kumar, Mr. Rakesh
Kumar, Mr. Ravinder Kumar Passi, Mr. Raj Kumar
Malhotra, Mr. Ikramul Haq, Mr. Mukesh Gupta, Mr.Sunil Sikka and Mr. Kamal Soni as members.
The function of the committee is primarily dealing
with approval/refusal/rejection of matters related with
the transfer and transmission of shares, consolidation
of share folios, issue of duplicate share certificates,
resolving the grievances of security holders of thecompany in the best interest of the shareholders of
the company and other related issues of the investors,
taking opinion of legal experts on any company law
matter and to deal with other consequential matters
G. Nomination & Remuneration committee
Nomination and Remuneration Committee
constituted by the Board of Directors is headed by
Mr. Anil Mansharamani, as Convener, Mr. Rakesh
Kumar, Mr. Ravinder Kumar Passi, Mr. Sudhir Tyagi
and Mr. Raj Kumar Malhotra as members of thecommittee.
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 theBoard 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 SeniorManagement;
• Formulate criteria and carryout evaluation of
each Director's performance and performance
of the Board as a whole;
H. Corporate Social Responsibility committee
Corporate Social Responsibility Committee constitutedby the Board of Directors consists of Mr. RakeshKumar, as Convener, Mr. Sudhir Tyagi, Mr. AnilMansharamani, Mr. Sunil Sikka, Mr. Ravinder KumarPassi, Mr. Raj Kumar Malhotra, Mr. Vivek Vikas andMr. Satish Dhir.
The role of Corporate Social responsibility is as follows:
• Formulating and recommending to the Board, aCorporate Social Responsibility Policy which shallindicate the activities to be undertaken by thecompany as prescribed in the act;
• Recommend the amount of expenditure to beincurred on the activities;
• monitor the Corporate Social Responsibility Policyof the company from time to time
• To carry out responsibilities and formulatingpolicies prescribed under the Act
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General Body Meeting
Location and time, where last three Annual General
Meetings held:
A. Whether Special Resolutions were put throughpostal ballot last year: No
B. Are polls proposed to be conducted throughpostal ballot this year: No
C. The company has not entered in to anytransaction with related parties, which ismaterially significant.
D. No penalty has been imposed by any StatutoryAuthority nor has any statutory authority passedany strictures against the company.
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.
AGM
Number
12th
13th
14th
Location
Grih Kalyan Kendra, SamajSadan, Lodhi Road Complex,
New Delhi -110003
Govt. Servants Co-operativeHousing Building Society Ltd.Kalyan Kendra, 9, Paschimi
Marg, Vasant Vihar,New Delhi - 110057
Govt. Servants Co-operativeHousing Building Society Ltd.Kalyan Kendra, 9, Paschimi
Marg, Vasant Vihar,New Delhi - 110057
Date &
Time
30th Sept.,2013
11:00 a.m.
25th Sept.,2014
10:00 a.m.
28th Dec.,2015
10:00 a.m.
.
General Shareholder Information
• Registrar and Transfer Agents:
The Company has no external Registrar and Share
Transfer agent. The Share transfer work is done in-
house by the Company. All share transfers etc. are
approved/ratified by a Committee/ Board of Directors
which meets periodically
• Unclaimed dividends
• Project Location:
Plot No. 23-25, 27-29, Knowledge Park-II,Gautam Budh Nagar, Greater Noida-201306,
Uttar Pradesh
Tel: 0120-2328011-20, Fax: 0120-2328010
E-mail: [email protected]
• Regd. 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
Financial
Year
2012-13
2013-14
2014-15
Date of
declaration
September 30,
2013
September 25,
2014
December 28,
2015
Due Date of
Transfer to IEPF
November 1,
2020
October 27,
2021
January 30,
2023
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Financial
Statements
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TO THE MEMBERS OFINDIA EXPOSITION MART LIMITED
Report on the Financial Statements
We have audited the accompanying financial
statements of INDIA EXPOSITION MART LIMITED
("the Company") which comprise the Balance Sheet
as at March 31, 2016, the Statement of Profit & LossAccount and Cash Flow Statement for the year then
ended, and a summary of significant accounting
policies and other explanatory information.
Management's Responsibility for the
Financial Statements
The Company's Management is responsible for the
matters stated in Section 134(5) of the Companies
Act, 2013 ("the Act") with respect to the preparationof 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 withRule 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 the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection and application ofappropriate 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 tothe 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.
Auditors' Responsibility
Our responsibility is to express an opinion on these
financial statements based on our audit.
Independent Auditors' Report
We have taken into account the provisions of theAct, the accounting and auditing standards and
matters which are required to be included in the audit
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 Section143(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 obtainaudit evidence about the amounts and the disclosures
in the financial statements. The procedures selected
depend on the auditor's judgment, 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 auditorconsiders 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, but not for the purpose of expressing
an opinion on whether the Company has in place anadequate internal financial controls system over
financial reporting and the operating effectiveness
of such controls. An audit also includes evaluating
the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates
made by the Company's Management, as well asevaluating 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 andaccording 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
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the state of affairs of the Company as at March 31,
2016, and its Statement of Profit & Loss Account
and its Cash Flow for the year ended on that date.
Report on Other Legal and Regulatory
Requirements
1. As required by the Companies (Auditor's Report)
Order, 2016 ("the Order"), as amended, issued
by the Central Government of India in terms ofsub-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.
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 purpose of our audit;
b. in our opinion proper books of account as
required by law have been kept by theCompany so far as it appears from our
examination of those books;
c. the Balance Sheet, Profit & Loss Account
and the Cash Flow Statement dealt with by
this Report are in agreement with the books
of account maintained by 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 written representations
received from the Director as on March 31,
2016 taken on record by the Board of
Directors, none of the Directors is disqualified
as on March 31, 2016 from being appointed
as a Director.
f. With respect to the adequacy of the internal
financial controls over financial reporting of
the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B".
g. With respect to the other matters to beincluded 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
to Note No. 26 of 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 theCompany.
For JAIN KAPILA ASSOCIATESChartered Accountants
(Firm Registration No. 000287N)
Sd/-
D.K. KapilaNew Delhi Partner
September 05, 2016 M. No. 016905
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Referred to in paragraph 1 under the heading 'Report
on Other Legal & Regulatory Requirement' of our
report of even date to the financial statements of
the Company for the year ended March 31, 2016:
1. (a) The Company has maintained proper records
showing full particulars, includingquantitative details and situation of fixed
assets;
(b) The Fixed Assets have been physically
verified by the management in a phased
manner, designed to cover all the items
over a period of three years, which in ouropinion, is reasonable having regard to the
size of the company and nature of its
business. Pursuant to the program, a portion
of the fixed asset has been physically verified
by the management during the year and no
material discrepancies between the booksrecords and the physical fixed assets have
been noticed.
(c) According to the information and
explanations given to us and on the basis of
our examination of the records of theCompany, the title deeds of immovable
properties are held in the name of the
company.
2. (a) As explanation given to us, management
has conducted the physical verification of
inventory at reasonable intervals.
b) The discrepancies noticed (if any) on physical
verification of the inventory as compared to
books records which has been properly dealt
with in the books of account were not
material.
3. The Company has not granted any loans, securedor unsecured to companies, firms, Limited
Liability partnerships or other parties covered in
the Register maintained under section 189 of
the Act. Accordingly, the provisions of clause 3
(iii) (a) to (C) of the Order are not applicable to
the Company and hence not commented upon.
Annexure - A to the Independent Auditors' Report
4. In our opinion and according to the information
and explanations given to us, the company has
complied with the provisions of Section 185 and
I86 of the Companies Act, 2013 in respect of
loans, investments, guarantees, and security.
5. The Company has not accepted any depositsfrom the public and hence the directives issued
by the Reserve Bank of India and the provisions
of Sections 73 to 76 or any other relevant
provisions of the Act and the Companies
(Acceptance of Deposit) Rules, 2015 with regard
to the deposits accepted from the public are notapplicable.
6. As informed to us, the maintenance of Cost
Records has not been specified by the Central
Government under sub-section (1) of Section 148
of the Act, in respect of the activities carried on
by the company.
7. (a) According to information and explanations
given to us and on the basis of our
examination of the books of account, and
records, the Company has been generally
regular in depositing undisputed statutorydues including Provident Fund, Employees
State Insurance, Income-Tax, Sales tax,
Service Tax, Duty of Customs, Duty of
Excise, Value added Tax, Cess and any other
statutory dues with the appropriate
authorities. According to the information andexplanations given to us, no undisputed
amounts payable in respect of the above
were in arrears as at March 31, 2016 for a
period of more than six months from the
date on when they become payable.
(b) According to the information andexplanation given to us, there are following
dues of income tax, sales tax, service tax
value added tax outstanding on account of
dispute.
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11. Based upon the audit procedures performed and
the information and explanations given by the
management, the managerial remuneration has
been paid or provided in accordance with the
requisite approvals mandated by the provisions
of section 197 read with Schedule V to theCompanies Act;
12. In our opinion, the Company is not a Nidhi
Company. Therefore, the provisions of clause 4
(xii) of the Order are not applicable to the
Company.
13. In our opinion, all transactions with the relatedparties are in compliance with Section 177 and
188 of Companies Act, 2013.
14. Based upon the audit procedures performed and
the information and explanations given by the
management, the company has not made any
preferential allotment or private placement ofshares or fully or partly convertible debentures
during the year under review. Accordingly, the
provisions of clause 3 (xiv) of the Order are not
applicable to the Company and hence not
commented upon.
15. Based upon the audit procedures performed andthe information and explanations given by the
management, the company has not entered into
any non-cash transactions with directors or
persons connected with him. Accordingly, the
provisions of clause 3 (xv) of the Order are not
applicable to the Company and hence notcommented upon.
16. In our opinion, the Company is not required to
be registered under section 45 IA of the Reserve
Bank of India Act, 1934 and accordingly, the
provisions of clause 3 (xvi) of the Order are not
applicable to the Company and hence notcommented upon.
8. In our opinion and according to the information
and explanations given to us, the Company has
not defaulted in the repayment of dues to banks.The Company has taken a loan from Federal
Bank amounting to Rs 36.51 Crores during the
year.
9. Based upon the audit procedures performed and
the information and explanations given by the
management, the Company has not raisedmoneys by way of initial public offer or further
public offer including debt instruments and term
Loans. Accordingly, the provisions of clause 3
(ix) of the Order are not applicable to the
Company and hence not commented upon.
10. Based upon the audit procedures performed andthe information and explanations given by the
management, we report that no fraud by the
Company or on the company by its officers or
employees has been noticed or reported during
the year.
The Amount Rs 8.17 Lacs has been deposited with respectto sale tax in which litigation is pending.
The Amount of Rs 20.00 Lacs has been deposited withrespect to Service Tax in which litigation is pending beforeService Tax Appellate Tribunal.
For JAIN KAPILA ASSOCIATESChartered Accountants
(Firm Registration No. 000287N)
Sd/-
D.K. KapilaNew Delhi Partner
September 05, 2016 M. No. 016905
The Company have following pending litigations:
Nameof theStatue
ServiceTax
IncomeTax Act
IncomeTax Act
SalesTax Act
SalesTax Act
Natureof thedues
ServiceTax &
Penalty
Expensesdis-
allowed
Expensesdis-
allowed
WCT
TradeTax
Amount(Rs. inLacs)
172.45
105.65
141.43
7.49
0.68
Periodto whichrelates
2005-06&
2006-07
2008-09
2012-13
2006-07
2012-13
Forum ofDispute
AppellateTribunal
AppellateTribunal
CIT(Appeal)
JointCommissioner
(Appeal)
AssistantCommissioner
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Report on the Internal Financial Controls
under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over
financial reporting of INDIA EXPOSITION MARTLIMITED ("the Company") as of March 31, 2016 in
conjunction with our audit of the financial statements
of the Company for the year ended on that date.
Management's Responsibility for Internal
Financial Controls
The Company's management is responsible for
establishing and maintaining internal financial
controls based on "the internal control over financialreporting criteria established by the Company
considering the essential components of internal
control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of
India". These responsibilities include the design,implementation and maintenance of adequate
internal financial controls that were operating
effectively for ensuring the orderly and efficient
conduct of its business, including adherence to
company's policies, the safeguarding of its assets,
the prevention and detection of frauds and errors,the accuracy and completeness of the accounting
records, and the timely preparation of reliable
financial information, as required under the
Companies Act, 2013.
Auditors' Responsibility
Our responsibility is to express an opinion on the
Company's internal financial controls over financialreporting based on our audit. We conducted our audit
in accordance with the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting
(the "Guidance Note") and the Standards on
Annexure - B to the Independent Auditor's Report of even date on the
Financial Statements of India Exposition Mart Limited
Auditing, issued by ICAI and deemed to be prescribed
under Section 143(10) of the Companies Act, 2013,to the extent applicable to an audit of internal
financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the
Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we
comply with ethical requirements and plan andperform the audit to obtain reasonable assurance
about whether adequate internal financial controls
over financial reporting was established and
maintained and if such controls operated effectively
in all material respects.
Our audit involves performing procedures to obtainaudit evidence about the adequacy of the internal
financial controls system over financial reporting and
their operating effectiveness. Our audit of internal
financial controls over financial reporting included
obtaining an understanding of internal financial
controls over financial reporting, assessing the riskthat a material weakness exists, and testing and
evaluating the design and operating effectiveness of
internal control based on the assessed risk. 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.
We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for
our audit opinion on the Company's internal financial
controls system over financial reporting.
Meaning of Internal Financial Controls
Over Financial Reporting
A Company's internal financial control over financialreporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting
and the preparation of financial statements for
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For JAIN KAPILA ASSOCIATESChartered Accountants
(Firm Registration No. 000287N)
Sd/-
D.K. KapilaNew Delhi Partner
September 05, 2016 M. No. 016905
external purposes in accordance with generally
accepted accounting principles. A Company's internal
financial control over financial reporting includes
those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide
reasonable assurance that transactions are recorded
as necessary to permit preparation of financial
statements in accordance with generally accepted
accounting principles, and that receipts and
expenditures of the Company are being made onlyin accordance with authorisations of management
of the Company; and (3) provide reasonable
assurance regarding prevention or timely detection
of unauthorised acquisition, use, or disposition of the
Company's assets that could have a material effect
on the financial statements.
Inherent Limitations of Internal Financial
Controls Over Financial Reporting
Because of the inherent limitations of internal financial
controls over financial reporting, including the
possibility of collusion or improper management
override of controls, material misstatements due to
error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial
controls over financial reporting to future periods are
subject to the risk that the internal financial controlover financial reporting may become inadequate
because of changes in conditions, or that the degree
of compliance with the policies or procedures may
deteriorate.
Opinion
In our opinion, the Company has, in all material
respects, an adequate internal financial controlssystem over financial reporting and such internal
financial controls over financial reporting were
operating effectively as at March 31, 2016, based
on "the internal control over financial reporting
criteria established by the Company considering the
essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of
Chartered Accountants of India".
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Particulars Note As at 31st March, 2016 As at 31st March, 2015No.
EQUITY AND LIABILITIESShareholders’ funds(a) Share capital 1 350,000,000 350,000,000(b) Reserves and surplus 2 472,897,038 316,493,215
822,897,038 666,493,215Share application money pending allotment – –
Non-current liabilities(a) Long-term borrowings 3 299,970,531 –(b) Deferred tax liability (net) 4 1,594,355 17,700,011(c) Other long-term liabilities – –(d) Long-term provisions – –
301,564,886 17,700,011Current liabilities(a) Short-term borrowings – –(b) Trade payables 5 75,866,888 39,733,357(c) Other current liabilities 6 135,110,357 121,178,304(d) Short-term provisions 7 105,064,200 99,579,371
316,041,445 260,491,032TOTAL 1,440,503,370 944,684,257
ASSETSNon-current assets(a) Fixed assets
(i) Tangible assets 8 1,148,585,185 629,904,780(ii) Intangible assets 8 742,011 801,534(iii) CWIP – 7,559,650
1,149,327,196 638,265,964(b) Non-current investments(c) Deferred tax assets (net) – –(d) Long-term loans and advances 9 8,066,344 83,026,608(e) Other non-current assets 10 33,745 31,393
8,100,089 83,058,001Current assets(a) Current investments – –(b) Inventories 11 3,635,630 3,893,718(c) Trade receivables 12 113,082,264 109,314,587(d) Cash and bank balances 13 78,754,525 31,585,210(e) Short-term loans and advances 14 83,227,187 75,145,672(f) Other current assets 15 4,376,478 3,421,105
283,076,085 223,360,292TOTAL 1,440,503,370 944,684,257
Notes ‘1’ to ‘32’ forms integral part of these Financial Statements
Balance Sheet as at 31st March, 2016
FOR AND ON BEHALF OF BOARD OF DIRECTORS
Place: DelhiDate: September 05, 2016
AS PER OUR SEPARATE REPORT OF EVEN DATEFor JAIN KAPILA ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REGISTRATION No. 000287N
Sd/- D.K. KAPILA
MEMBERSHIP NO. 016905
PARTNER
Sd/-PRAVEEN SINGH
MANAGER
Sd/- SACHIN K. SINHA
CHIEF FINANCIAL OFFICER
Sd/-ANUPAM SHARMA
COMPANY SECRETARY
Sd/-ANIL MANSHARAMANI
DIRECTOR
Sd/-RAJ KUMAR MALHOTRA
DIRECTOR
Sd/-RAVINDER K PASSI
DIRECTOR
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Statement of Profit and Loss for the year ended 31st March, 2016Particulars Note For the year ended For the year ended
No. 31st March, 2016 31st March, 2015
CONTINUING OPERATIONSRevenue from operations 16 660,174,167 503,637,823Other income 17 36,648,962 52,431,077Total Revenue (1) 696,823,129 556,068,900
Expenses(a )Change in Inventories of Stock in Trade 18 – 19,969,085(b) Employee benefits expense 19 32,068,584 28,517,758(c) Finance costs 20 28,590,231 11,969,211(d) Depreciation and amortisation expense 8 151,627,205 92,315,656(e) Other expenses 21 351,790,720 265,871,111
Total Expenses (2) 564,076,740 418,642,821Profit / (Loss) before exceptional andextraordinary items and tax 3=(1 ± 2) 132,746,388 137,426,079
Exceptional items (4) 22 320,000 1,270,469
Profit / (Loss) before extraordinary itemsand tax 5 = (3 ± 4) 133,066,388 138,696,548
Extraordinary items (6) – –
Profit / (Loss) before tax 7=(5 ± 6) 133,066,388 138,696,548
Tax expense: (8)
(a) Current tax
- Provision for Taxation 62,939,023 5,74,54,194
- Prior Period Income Tax Adjustment – –
(b) Deferred tax (16,105,656) (9,495,481)
Profit/(Loss) from continuing operations (7 ± 8) 86,233,021 90,737,835
Profit/(Loss) for the year 86,233,021 90,737,835
Earning Per Equity Share
Basic 2.46 2.59
Diluted 2.46 2.59
Notes ‘1’ to ‘32’ forms integral part of these Financial Statements.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
Place: DelhiDate: September 05, 2016
AS PER OUR SEPARATE REPORT OF EVEN DATEFor JAIN KAPILA ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REGISTRATION No. 000287N
Sd/- D.K. KAPILA
MEMBERSHIP NO. 016905
PARTNER
Sd/-PRAVEEN SINGH
MANAGER
Sd/- SACHIN K. SINHA
CHIEF FINANCIAL OFFICER
Sd/-ANUPAM SHARMA
COMPANY SECRETARY
Sd/-ANIL MANSHARAMANI
DIRECTOR
Sd/-RAJ KUMAR MALHOTRA
DIRECTOR
Sd/-RAVINDER K PASSI
DIRECTOR
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Cash Flow StatementAs at 31st As at 31st As at 31st As at 31st
March 2016 March 2016 March 2015 March 2015
Cash Flow from Operating Activities
Net Profit/(Loss) before taxation &extraordinary items 133,066,388 138,696,548
Adjustments for:Depreciation 151,627,205 92,928,088Provision for CSR expenditure (3,249,186) (1,698,046)Provision for Mart Maintenance Reserve (18,481,404) –Profit/Loss on Sale/Disposal of Assets (320,000) (1,270,469)Interest Income (7,499,948) (8,454,426)Interest Expenses 26,077,908 11,969,211Operating Profit beforeWorking Capital Changes 281,220,963 232,170,906
Decrease/(Increase) in Debtors (3,767,677) 13,654,328Decrease/(Increase) in other Current Assets (699,637) 71,605,302(Decrease)/Increase in Current Liabilties (7,388,609) (112,639,865)Decrease/(Increase) in Loan & Advance 66,878,749 (67,185,519)
Cash Generated from Operating 336,243,789 137,605,153Income tax paid – –Wealth tax paid – –
Cash generated from Operations 336,243,789 336,243,789 137,605,153 137,605,153
Cash Flow from Investing ActivitiesPurchase of Fixed Assets (671,161,869) (36,917,013)Addition of CWIP - (7,559,650)Interest received 7,499,948 8,454,426Sale of Fixed Assets 320,000 1,270,469
Net Cash from Investing Activities (663,341,921) (663,341,921) (34,751,769) (34,751,769)
Cash Flow from Financing ActivitiesProceeds from long - term borrowings 299,970,531 –Repayment of Secured Loan – (60,205,438)Grant received during the year 142,500,000 16,500,000Interest Paid (26,077,908) (11,969,211)Dividend Paid (35,000,000) (35,000,000)Tax on Dividend (7,125,177) (7,125,177)
Net Cash from Financing Activities 374,267,446 374,267,446 (97,799,826) (97,799,826)Net Increase / Decrease in Cash &Cash Equivalents 47,169,315 5,053,558Cash & Bank Balances at beginningof the year 31,585,210 26,531,652Cash & Bank Balances at the end of the year 78,754,525 31,585,210
Note: i. Previous year's figures have been rearranged wherever necessary to conform to the current year's presentation.
FOR AND ON BEHALF OF BOARD OF DIRECTORS
Place: DelhiDate: September 05, 2016
AS PER OUR SEPARATE REPORT OF EVEN DATEFor JAIN KAPILA ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REGISTRATION No. 000287N
Sd/- D.K. KAPILA
MEMBERSHIP NO. 016905
PARTNER
Sd/-PRAVEEN SINGH
MANAGER
Sd/- SACHIN K. SINHA
CHIEF FINANCIAL OFFICER
Sd/-ANUPAM SHARMA
COMPANY SECRETARY
Sd/-ANIL MANSHARAMANI
DIRECTOR
Sd/-RAJ KUMAR MALHOTRA
DIRECTOR
Sd/-RAVINDER K PASSI
DIRECTOR
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SIGNIFICANT ACCOUNTING POLICIES
A. BASIS FOR PREPARATION OF FINANCIALSTATEMENT
The financial statements have been preparedunder 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.
B. USE OF ESTIMATES
The preparation of financial statements requires
estimates and assumptions to be made that affectthe 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.
C. OWN FIXED ASSETS
a) Fixed assets are stated at cost less
accumulated depreciation. All costs relating
to & including financing cost tillcommencement of commercial start up of
the project including adjustments arising from
exchange rate variations relating to
borrowing attributable to the fixed assets are
capitalized.
b) Asset valuing upto Rs. 5000/- excludingfurniture, fixture and wooden crates are
charged to revenue in the year of its
purchase.
D. LEASED ASSETS
The cost of the leasehold land is capitalized on
the basis of cost plus future interest payable tothe Greater Noida Industrial Development
Authority. Appropriate disclosures have been
provided in the notes of accounts.
E. INTANGIBLE ASSETS
Intangible assets are stated at cost of acquisition
less accumulated amortization.
F. DEPRECIATION
i. 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 inschedule II of the Compannies 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 tocapitalization on financial statement are
given in the notes to accounts which are
self explanatory in nature.
iii. The Management estimates the useful life
of Mobile phone (Electrical & Office
Equipments) to be 3 years.
G. IMPAIRMENT OF ASSETS
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 identifiedas 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
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.
I. BORROWING COSTS
Borrowing costs that are attributable to the
acquisition or construction of the qualifying assetsare 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.
Notes to the Financial Statements
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J. FOREIGN CURRENCY TRANSACTIONS
(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 foreigncurrencies 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 oron 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
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 Employemnet & 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 Corporationof 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 madeon 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.
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 ANDCONTINGENT 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 anoutflow 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 DEFERREDTAXES
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 accountedfor 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.
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The Company has only one class of equity shares having a par value of 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.
Particulars As at 31 March, 2016 As at 31 March, 2015
Number of Amount Number of Amount
shares held shares held
Balance at the beginning of the year 35,000,000 350,000,000 35,000,000 350,000,000
Add: shares issued during the year – – – –
Balance as at the end of the year 35,000,000 350,000,000 35,000,000 350,000,000
Reconcilation of Number of Shares:
Particulars As at 31 March, 2016 As at 31 March, 2015
Number of % of holding Number of % of holding
shares held shares held
M/s Vectra Investments Private Limited 8,040,000 22.971 7,940,000 22.686
Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company:
Notes to the Financial Statements
Note 1 Share Capital
Particulars As at 31 March 2016 As at 31 March 2015
Authorised50,000,000 Equity shares of Rs.10/- each 500,000,000 500,000,000
Issued35,000,000 Equity shares of Rs.10/- each 350,000,000 350,000,000
350,000,000 350,000,000
Subscribed & Paid up35,000,000 Equity Shares of Rs.10/- each, fully paid up 350,000,000 350,000,000
(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 350,000,000 350,000,000
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Nature of Security and Terms of Repayment for Long Term secured borrowings:
Note 2 Reserves and Surplus
Particulars As at 31 March As at 31 March2016 2015
(a) Building Reserve
Opening balance 62,636,300 50,413,670
Grant received during the year 142,500,000 16,500,000
Less: Utilised / transferred during the year (8,444,487) 196,691,813 (4,277,370)
Closing Balance Total (a) 196,691,813 62,636,300
(b) Profit & Loss AccountBalance as per last financial statements 253,856,915 207,185,569Profit / (Loss) for the year 86,233,021 90,737,835Less: AppropriationsAdjustment on account of depreciation (28,944) (243,266)Provision for CSR expenditure (3,249,186) (1,698,046)Proposed Dividend on Equity Shares for the year (35,000,000) (35,000,000)Dividend Distribution Tax on Proposed Dividendon Equity Shares (7,125,177) (7,125,177)Provision for Mart Maintenance Reserve (18,481,404) 276,205,225 – Total (b) 276,205,225 253,856,915 Total (a)+(b) 472,897,038 316,493,215
Note 3 Long-term Borrowings
Particulars As at 31 March, 2016 As at 31 March, 2015
Term LoansFrom Banks - Secured Loan 299,970,531 –
Total 299,970,531 –
Nature of Security
During the year the Company has taken Term loanamounting to 36.51 crores (March 31, 2015: Nil) onequitable mortage of leasehold rights of land admeasuring48194.94 square meter & 151487.46 square meter &construction of building at plot no. 23, 24, 28 & 29 atKnowledge Park-II, Greater Noida, U.P.
During the year the Company has taken Vehicle loanamounting to 15.51 lacs (March 31, 2015: Nil) onhypothecation of Honda CRV.
Terms of RepaymentRepayable in 24 quarterly installmentscommencing from April 2016, Last instalmentdue in April,2022. Rate of interest 10.63%p.a. as at year end (Previous year Nil).
Repayable in 36 monthly installmentscommencing from July 2015, Last instalmentdue in June,2018. Rate of intrest 10.25% p.a.as at year end (Previous year Nil).
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Note 5 Trade Payables
Particulars As at 31 March, 2016 As at 31 March, 2015
Trade payables 75,866,888 39,733,357
Total 75,866,888 39,733,357
Note 7 Short Term Provisions
Particulars As at 31 March, 2016 As at 31 March, 2015
Provision for Taxation 62,939,023 57,454,194
Proposed equity dividend 35,000,000 35,000,000
Provision for tax on proposed equity dividend 7,125,177 7,125,177
Total 105,064,200 99,579,371
Note 6 Other Current Liabilities
Particulars As at 31 March, 2016 As at 31 March, 2015
(a) Current Maturities of Long Term Debts 66,666,668 60,393,981
(b) Unpaid dividends 2,268,925 938,896
(c) Other Payables
"(i) Statutory remittances (Contributions to PF
and ESIC, Withholding Taxes,“ Excise Duty, VAT,
Service Tax, etc.) " 4,363,569 3,472,490
(ii) Provision for Employee Benefit (Note - 24) 1,093,885 898,511
(iii) Trade / security deposits received 4,682,451 13,081,487
(iv) Advances from customers 28,187,059 33,936,606
(v) Stale Cheques 214,716 314,254
(vi) Provision for CSR Expenditure 3,432,892 1,698,046
(vii) Expenses Payable 5,718,788 6,444,033
(viii) Provision for Mart Maintenance Reserve 18,481,404 –
Total 135,110,357 121,178,304
Note 4 Deferred Tax Liability
Particulars As at 31 March, 2016 As at 31 March, 2015
Opening Balance 17,700,011 27,195,492
Add: Related to Fixed Assets (15,858,475) (9,452,950)
Add: Reversal of Deffered Tax Assets 208,403 182,215
Add: Increase in Defered Tax Liability due to
Increase of Tax Rate – –
Less: U/s 43B Items -Deffered Tax Assets Created (455,584) (224,746)
Closing Balance 1,594,355 17,700,011
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Not
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,146
,070
1,1
48,5
85,1
85 6
29,9
04,7
80
Prev
ious
Yea
r1,
275,
760,
742
36,
667,
013
1,4
40,0
03 1
,310
,987
,752
585
,139
,947
92,
249,
960
4,2
77,3
70 3
89,0
80 6
32,3
46 6
12,4
32 1
,440
,003
681
,082
,972
629
,904
,780
690
,620
,795
Inta
ngib
le A
sset
sBr
ands
/trad
emar
ks1,
767,
240
– 1
,767
,240
965
,706
59,
523
– 1
,025
,229
742
,011
801
,534
Tota
l1,
767,
240
– –
1,7
67,2
40 9
65,7
06 5
9,52
3 –
– 1
,025
,229
742
,011
801
,534
Pre
vious
Yea
r1,
517,
240
250
,000
– 1
,767
,240
900
,010
65,
696
– 9
65,7
06 8
01,5
34 6
17,2
30
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Note 13 Cash and Bank Balances
Particulars As at 31 March, 2016 As at 31 March, 2015
(i) Cash and Cash Equivalents
(a) Cash on hand 40,977 68,532
(b) Balance with Banks
- In current account 4,807,162 26,798,431
- In term deposits with original maturity upto 6 months 67,620,206 –
(c) Ear marked balance with bank (Unpaid dividend) 2,281,571 947,887
(ii) Other Bank Balances Term Deposits (Security against gurantee) 4,004,610 3,770,361 (Maturity more than 12 months)
Total 78,754,525 31,585,210
Note 12 Trade Receivables
Particulars As at 31 March, 2016 As at 31 March, 2015
Trade receivables outstanding for a periodexceeding six months from the date they weredue for payment
Unsecured, Considered Good 36,624,960 61,136,462
Other Trade receivablesUnsecured, Considered Good 76,457,304 48,178,125
Total 113,082,264 109,314,587
Note 9 Long-term Loans and Advances
Particulars As at 31 March, 2016 As at 31 March, 2015
Security Deposits
Secured, Considered Good 8,066,344 79,112,914
MAT Credit Receivable – 3,913,694
Total 8,066,344 83,026,608
Note 10 Other Non Current Assets
Particulars As at 31 March, 2016 As at 31 March, 2015
Other Bank Balance
Security against UP VAT 33,745 31,393
Total 33,745 31,393
Note 11 Inventories
Particulars As at 31 March, 2016 As at 31 March, 2015
Finished Goods (Mart) 817,568 –
Stores and Spares 2,818,062 3,893,718
Total 3,635,630 3,893,718
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Note 14 Short-term Loans and Advances
Particulars As at 31 March, 2016 As at 31 March, 2015
Other Loan & AdvancesAdvances to EmployeesSecured, Considered Good 25,593 84,524
Other Loan & AdvancesOthers 33,014 28,685Unsecured, Considered Good
Advance to CreditorsUnsecured, Considered Good 1,921,039 2,156,960
Prepaid Expenses 3,597,040 3,627,745
Deposit against Demand of Work Contract Tax(F.Year :2006-07) 748,668 748,668
Deposit against Demand of Service Tax(F.Year-2006-07 to 2007-08) 2,000,000 2,000,000
Trade Tax 68,720 68,720
Income Tax Refundable (Asst. Year-2007-08) 1,751,264 1,751,264
Income Tax Refundable (Asst. Year-2009-10) 294,916 294,916
Income Tax Refundable (Asst. Year-2010-11) 795,232 795,232
Income Tax Refundable (Asst. Year-2011-12) 2,250 –
Income Tax Refundable (Asst. Year-2013-14) 17,632,290 17,632,290
Income Tax Refundable (Asst. Year-2014-15) 608,634 189,757
Tax Deducted at Source (Asst. Year-2015-16) – 34,527,928
Tax Deducted at Source (Asst. Year-2016-17) 47,798,528 –
Advance Tax 5,950,000 11,238,984
Total 83,227,187 75,145,672
Note 16 Revenue from Operations
Particulars For the year ended For the year ended 2016 2015
Sale of ServicesIncome From Fairs & Exhibitions 536,985,463 365,912,709
Income From Confrences & Other Services 26,190,177 27,745,658
Income From Maintenance 92,407,020 91,834,804
Income Sale of Mart 4,591,507 18,144,652
Total 660,174,167 503,637,823
Note 15 Other Current Assets
Particulars As at 31 March, 2016 As at 31 March, 2015
Balances with Government AuthoritiesCENVAT Credit Receivable 4,376,478 3,421,105
Total 4,376,478 3,421,105
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Note 17 Other Income
Particulars For the year ended For the year ended 2016 2015
Interest Income 7,499,948 8,454,426
Other Non-operating Income 28,611,062 43,880,458
Prior Period Income 537,951 96,193
Total 36,648,962 52,431,077
Note 18 Change in Inventories
Particulars For the year ended For the year ended
2016 2015
Opening Inventories – 19,969,085
Less: Closing Inventories – –
Change in Inventories – 19,969,085
Total – 19,969,085
Note 19 Employee Benefits Expense
Particulars For the year ended For the year ended
2016 2015
Salaries and Wages 29,549,531 25,202,466
Contribution to Provident and Other Funds 1,714,184 1,572,616
Staff Welfare Expenses 804,869 1,742,676
Total 32,068,584 28,517,758
Note 20 Finance Costs
Particulars For the year ended For the year ended
2016 2015
Interest Paid on Term Loan 21,559,584 11,451,494
Interest on Others 4,518,324 517,717
Loan Processing Fees 2,512,323 –
Total 28,590,231 11,969,211
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Note 21 Other Expenses
Particulars For the year ended For the year ended
2016 2015
Housekeeping & Technical 106,819,444 38,853,429
Security Expenses – 6,389,511
Fairs & Exhibitions Expenses 101,092,053 91,787,755
Legal and Professional 10,096,729 9,905,448
Marketing Expenses 8,836,685 4,517,324
General Office Expenses 5,897,702 4,564,868
Power and Fuel 58,353,975 52,802,948
Repairs and Maintenance - Buildings 10,165,604 14,474,176
Repairs and Maintenance - Machinery/Others 1,847,709 2,892,831
AMC Lift & Esclators 6,789,402 6,804,556
Bad Debts Written Off 6,225,871 –
Lease Rent 4,909,489 4,532,196
Sitting Fees 4,060,000 1,580,000
Insurance 3,834,843 2,630,495
Gift Expenses 4,379,702 3,505,348
Rebate 2,871,214 2,468,584
Advertiesment & Publicity 2,365,449 3,175,782
Interest Waived on Mart Related Dues 2,732,261 43,418
Vehicle Hiring Charges 1,673,344 1,584,173
Telephone Expenses 875,327 782,639
Prior Period Expenses 783,631 1,109,921
Hiring Charges 773,061 1,879,233
Hospitality 743,897 132,589
Water Expenses 729,129 519,992
Printing and Stationery 707,138 1,304,151
Travelling and Conveyance 648,944 638,847
Rent 581,736 619,369
Internal Audit Fee 481,200 480,000
Payment to Auditors (Refer Note 21a) 477,375 475,000
AMC 441,366 637,677
Horticulture 164,840 1,097,446
Meeting Expenses 171,759 554,489
Miscellaneous Expenses 1,259,842 3,126,916
Total 351,790,720 265,871,111
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Note 24 Post Employement Benefit Plans
The reconciliation of opening and closing balances of the present value of the defined benefit obligationsare as below:
Note 21a Payment to Auditors
Particulars For the year ended 2016 For the year ended 2015
Payment to Auditors
a) Statutory Audit Fees 427,125 425,000
b) Tax Audit Fees 50,250 50,000
Total 477,375 475,000
Note 22 Exceptional Items
Particulars For the year ended 2016 For the year ended 2015
Profit/(Loss) on Sale/Disposal of Fixed Assets 320,000 123,809
Reversal of Prior Period Expenses – 1,146,660
Total 320,000 1,270,469
Note 23 Current Tax
Particulars For the year ended 2016 For the year ended 2015
Current Tax 62,939,023 57,454,194
Less: Mat Credit Entitelment – 3,913,694
Net Current Tax 62,939,023 53,540,500
Changes in the present Value of the Obligation
Particulars As at 31 March, 2016 As at 31 March, 2015
a) Present Value of Obligation as at the Beginning of the Period 898,511 805,403
b) Acquisition Adjustment – –
c) Interest Cost 69,635 68,459
d) Past Service Cost – –
e) Current Service Cost 304,892 307,496
f) Curtailment Cost/(Credit) – –
g) Settlement Cost/(Credit) – –
h) Benefits Paid (236,757) (202,716)
i) Actuarial (Gain)/Loss on Obligation 57,604 (80,131)
j) Present Value of Obligation as at the End of Period 1,093,885 898,511
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Expense recognised in the Statement of Profit and Loss
Particulars As at 31 March, 2016 As at 31 March, 2015
a) Current Service Cost 304,892 307,496
b) Past Service Cost – –
c) Interest Cost 69,635 68,459
d) Expected Return on Plan Assets – –
e) Curtailment Cost / (Credit) – –
f) Settlement Cost / (Credit) – –
g) Net Acturial (Gain)/ Loss Recognised in the Period 57,604 (80,131)
h) Expenses Recognised in the the Statement of Profit & Losses 432,131 295,824
Note 26Contingent Liabilities
Particulars As at 31 March, 2016 As at 31 March, 2015
I) Service Tax Liabilities 17,245,252 17,245,252
II) Income Tax Liability 24,708,365 58,980
III) Work Contract Tax 748,668 748,668
IV) Trade Tax 68,720 68,720
Grand Total 42,771,005 18,121,620
Note 25 Proposed Dividend
Particulars As at 31 March, 2016 As at 31 March, 2015
On Equity Share of Rs.10 each
Amount of Dividend Proposed 35,000,000 35,000,000
Dividend per Equity Share Re 1 per share Re 1 per share
Changes in the Fair Value of Plan Assets
Particulars As at 31 March, 2016 As at 31 March, 2015
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 – –
The principal assumptions used in determining post-employment benefit obligations are shown below:
Particulars As at 31 March, 2016 As at 31 March, 2015
a) Discounting Rate 8.00 7.75
b) Future Salary Increases 5.50 5.25
c) Expected Rate of Return on Plan Assets – –
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28) The company has remunerated its Managerial personnel in accordance with Schedule V of Companies
Act 2013.
29) Sundry debtors which are more than six months old are being considered as good by the management.
30) Sundry debtors, sundry creditors, advances recoverable and deposits given are subject to confirmationand reconciliation if any and its impact if any on accounts cannot be ascertained at this stage.
31) Balance Sheet abstract has been annexed seperately.
32) 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.
Note 27 Income/Expenditure in Foreign Currency
2015-16 2014-15
Earning in Foreign CurrencyIncome From Fairs & Exhibitions $ 52,157.97 ( 3,341,262.00) $193,033.95 ( 11,707,357.00)
Expenditure in Foreign Currency
Membership Fees Euro 2767 ( 200,699.00) –
Event Participation Fees – Euro 11,045 ( 826,615)
FOR AND ON BEHALF OF BOARD OF DIRECTORS
Place: DelhiDate: September 05, 2016
AS PER OUR SEPARATE REPORT OF EVEN DATEFor JAIN KAPILA ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REGISTRATION No. 000287N
Sd/- D.K. KAPILA
MEMBERSHIP NO. 016905
PARTNER
Sd/-PRAVEEN SINGH
MANAGER
Sd/- SACHIN K. SINHA
CHIEF FINANCIAL OFFICER
Sd/-ANUPAM SHARMA
COMPANY SECRETARY
Sd/-ANIL MANSHARAMANI
DIRECTOR
Sd/-RAJ KUMAR MALHOTRA
DIRECTOR
Sd/-RAVINDER K PASSI
DIRECTOR
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BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
COMPANY : INDIA EXPOSITION MART LIMITED YEAR - 2015-16
I. Registration Details
Registration No. State Code
Balance Sheet Date
II. Capital raised during the year (Rupees in thousands)
Public Issue Rights Issues
Bonus Issue Private
Placements
III. Position of the mobilisation and Development of Funds (Rupees in thousands)
Total Liabilities Total Assets
Sources of Funds
Paid up Capital Reserves & Surplus
Secured Loans Unsecured Loans
Deferred Tax Liability
Application of Funds
Net Fixed Assets Investments
Loans & Advances Other Non-
Current Assets
Net Current Assets Miscellaneous
Expenditure
Accumulated Losses Deferred Tax Asset
IV. Performance of Company (Rupees in thousands)
Turnover Total Expenditure
Profit before tax Profit after tax
Earning per share (in Rs.) Dividend Rate % 1 0
V. Generic name of Three principal products / Services of the company (As per monetary terms)
Item code no. (ITC code no.) Product
Description
U 9 9 9 9 9 D L 2 0
0 1 P L C 1 1 0 3 9 6
5 5
3 1 - 0 3 - 2 0 1 6
N I L
N I L
N I L
N I L
1 4 4 0 5 0 3 1 4 4 0 5 0 3
3 5 0 0 0 0 4 7 2 8 9 7
2 9 9 9 7 1 N I L
1 5 9 4
1 1 4 9 3 2 7 N I L
N I L
N I L N I L
3 4 8 0 6 6
- 3 2 9 6 5
6 9 7 1 4 3
1 3 3 0 6 6
2 . 4 6
3 7 0 6 9 0 9 2
5 6 4 0 7 7
8 6 2 3 3
E X H I B I T I O N S
Place: DelhiDate: September 05, 2016
Sd/-PRAVEEN SINGH
MANAGER
Sd/- SACHIN K. SINHA
CHIEF FINANCIAL OFFICER
Sd/-ANUPAM SHARMA
COMPANY SECRETARY
Sd/-ANIL MANSHARAMANI
DIRECTOR
Sd/-RAJ KUMAR MALHOTRA
DIRECTOR
Sd/-RAVINDER K PASSI
DIRECTOR
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