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41911051 29127682 84,56,456 -71372 -154393 -58,96,986 -4,75,02,441 3,67,19,075 6,16,06,861 -42,73,918 -1,56,42,720 U72900MH2000PLC128943 2018-03-31 U72900MH2000PLC128943 2017-03-31 U72900MH2000PLC128943 2017-04-01 2018-03-31 U72900MH2000PLC128943 2016-04-01 2017-03-31 U72900MH2000PLC128943 2016-03-31 iso4217:INR iso4217:INR xbrli:shares

STANDALONE BALANCE SHEET AS AT 31 MARCH, 2018

(AMOUNT IN )

 

Particulars

Note No.

As at 31 March, 2018

As at 31 March, 2017

I.      EQUITY AND LIABILITIES

 

 

 

1      Shareholders' funds

 

 

 

(a)   Share capital

3

18,87,91,620

6,93,75,810

(b)   Reserves and surplus

4

12,62,07,155

13,22,08,264

2     Share application money pending allotment

 

-

-

3     Non-current liabilities

 

 

 

(a)   Long-term borrowings

5

6,87,81,534

9,83,62,130

(b)   Deferred tax liabilities (Net)

 

6,75,949

49,49,867

4     Current liabilities

 

 

 

(a)   Short-term borrowings

6

6,76,05,463

5,42,69,945

(b)   Trade payables

7

 

 

(i)    Due to micro enterprises and small enterprises

 

17,99,221

2,03,982

(ii)    Due to others

 

4,01,44,830

2,89,23,700

(c)   Other current liabilities

8

9,70,18,775

7,36,35,219

(d)   Short-term provisions

9

15,85,54,860

14,29,77,073

TOTAL

 

74,95,79,407

60,49,05,990

II.     ASSETS

 

 

 

1      Non-current assets

 

 

 

(a)   Fixed assets

10

 

 

(i)    Tangible assets

 

10,12,55,148

10,57,70,509

(ii)    Intangible assets

 

8,67,77,843

9,51,16,003

(iii)   Capital work-in-progress

 

-

-

(iv)   Intangible assets under development

 

17,32,92,540

17,68,83,455

(b)   Non-current investments

11

1,16,74,433

1,22,15,198

(c)   Long-term loans and advances

12

4,74,410

4,74,410

(d)   Other non-current assets

13

67,76,794

33,83,938

2     Current assets

 

 

 

(a)   Trade receivables

14

13,34,71,851

7,70,68,944

(b)   Cash and Bank Balance

15

8,25,76,330

10,20,491

(c)   Short-term loans and advances

16

69,64,576

55,87,633

(d)   Other current assets

17

14,63,15,482

12,73,85,409

TOTAL

 

74,95,79,407

60,49,05,990

 

The accompanying policies and notes form an integral part of the financial statements

As per our Report of even date attached

 

For M. P. Chitale & Co. For and on behalf of Board of Directors of IRIS Business Services Limited
Chartered Accountants
FRN: 101851W
Viraj Londhe Swaminathan Subramaniam Deepta Rangarajan
Partner Whole Time Director & CEO Whole Time Director
Membership No. 45761
Place: Mumbai Balachandran Krishnan Jay Mistry
Date: May 30, 2018 Whole Time Director & CFO Company Secretary

 






 

STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2018

(AMOUNT IN )

 

Particulars

Refer

Note No.

For the year ended

31 March, 2018

For the year ended

31 March, 2017

I.  Revenue from operations

18

34,90,76,697

27,17,11,979

II. Other income

19

42,26,316

14,75,987

III. Total Revenue (I + II)

 

35,33,03,013

27,31,87,966

IV.  Expenses:

 

 

 

Employee benefits expense

20

18,89,10,128

15,48,90,127

Finance costs

21

1,99,09,600

2,08,23,759

Depreciation and amortization expense

22

4,48,77,887

4,61,18,944

Other expenses

23

15,22,68,071

16,26,71,712

Total expenses

 

40,59,65,686

38,45,04,542

V.  Profit from ordinary activities before exceptional and extraordinary items and tax (III-IV)

 

(5,26,62,672)

(11,13,16,576)

VI.  Exceptional expenses / (incomes)

24

5,40,765

43,76,928

VII.  Profit from ordinary activities before extraordinary items and tax (V-VI)

 

(5,32,03,437)

(11,56,93,504)

VIII.  Extraordinary Items

 

-

-

IX.  Profit from ordinary activities before tax (VII-VIII)

 

(5,32,03,437)

(11,56,93,504)

X Tax expense:

 

 

 

(1)   Current tax

 

-

-

(2)   Deferred tax

 

(42,73,918)

(1,56,42,720)

(3)   Tax expense/ (income) for earlier years

 

-

-

XI  Profit (Loss) for the period from continuing operations (IX-X)

 

(4,89,29,519)

(10,00,50,784)

XII  Profit/(loss) from discontinuing operations

 

-

-

XIII Tax expense of discontinuing operations

 

-

-

XIV Profit/(loss) from Discontinuing operations (after tax) (XII-XIII)

 

-

-

XV Profit (Loss) for the period (XI + XIV)

 

(4,89,29,519)

(10,00,50,784)

XVI  Earnings per equity share:

 

 

 

(1)   Basic

 

(3.01)

(7.21)

(2)   Diluted

 

(3.01)

(7.21)

 

The accompanying policies and notes form an integral part of the financial statements

As per our Report of even date attached



For M. P. Chitale & Co. For and on behalf of Board of Directors of IRIS Business Services Limited
Chartered Accountants
FRN: 101851W
Viraj Londhe Swaminathan Subramaniam Deepta Rangarajan
Partner Whole Time Director & CEO Whole Time Director
Membership No. 45761
Place: Mumbai Balachandran Krishnan Jay Mistry
Date: May 30, 2018 Whole Time Director & CFO Company Secretary

 






 

STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2018

(AMOUNT IN )

 

Particulars

For the year ended

31 March, 2018

For the year ended

31 March, 2017

A.  CASH FLOW FROM OPERATING ACTIVITIES

 

 

Profit before tax

(5,32,03,437)

(11,56,93,504)

Adjustments for:

 

 

Depreciation and amortisation

4,48,77,887

4,61,18,944

Write-off of Withholding tax

84,44,946

1,33,67,416

Loss on Sales of Furniture

1,91,893

6,05,576

Exceptional items non cash adjustments during the year

5,40,765

43,76,928

Expense on employee stock option scheme

22,16,220

-

Interest Expenses

1,89,46,375

1,97,06,284

Non Cash item in prior period expenses

11,510

-

Profit on sale / discarding of office equipment's

(2,34,462)

-

Interest Income

(22,45,023)

(7,59,969)

Total

7,27,50,111

8,34,15,179

Operating Cash Profit before Working Capital Changes

1,95,46,674

(3,22,78,325)

(Increase) / Decrease in Inventories

-

-

(Increase) / Decrease in Sundry Debtors

(5,64,02,907)

(2,06,68,807)

(Increase) / Decrease in Short Term Loans and advances and Deposits

(3,16,26,190)

(48,09,480)

(Increase) / Decrease in Other Current Assets

(1,24,83,395)

90,991

(Increase) / Decrease in Long Term Loans and advances

-

48,270

(Increase) / Decrease in Other Non - Current Assets

(33,92,856)

(12,26,767)

(Decrease)/Increase in Trade Payables

1,28,16,370

1,89,77,629

(Decrease) / Increase in Other Current Liabilities

2,33,83,557

4,02,78,617

Increase / (Decrease) in Balance of cash credit facilities

1,33,35,518

2,13,28,244

(Decrease) / Increase in Short term Provisions

1,55,77,787

2,31,44,228

Total

(3,87,92,116)

7,71,62,925

Taxes Paid

(1,45,63,595)

(72,79,964)

Net Cash Inflow /(Outflow) in course of Operating activities (A)

(3,38,09,037)

3,76,04,636

 

 

 

B.  CASH FLOW FROM INVESTING ACTIVITIES

 

 

Purchase of Fixed Assets (including capital advances)

(7,55,261)

(23,89,526)

In-house Software Products Capitalisation

(2,78,81,594)

(5,14,19,502)

Interest Income Received

19,16,993

13,82,877

Sales/Scrap Value of Fixed Assets

2,34,462

-

Net Cash Inflow /(Outflow) in the course of Investing Activities (B)

(2,64,85,400)

(5,24,26,151)

CASH FLOW FROM FINANCING ACTIVITIES

 

 

Proceeds From Share Capital & Share Premium

16,01,28,000

-

Fresh Loan /(Repayment) of term loans during the year (net)

(2,95,80,596)

(2,29,10,079)

Interest paid on Term Loans

(1,89,46,375)

(1,97,06,284)

Net cash flow used in financing activities (C)

11,16,01,029

(4,26,16,363)

Net increase/(decrease) in Cash and cash equivalents (A + B + C)

5,13,06,592

(5,74,37,878)

Add: Balance of Cash/Cash Equivalents at the beginning of the year

10,20,491

5,84,58,369

Cash/Cash Equivalents at the close of the year

5,23,27,083

10,20,491

Cash/Cash Equivalents as at 31.03.2018

5,23,27,083

10,20,491

Less: FDs given as security not in nature of cash and cash equivalent

-

-

 

5,23,27,083

10,20,491

 

The accompanying policies and notes form an integral part of the financial statements

As per our Report of even date attached



For M. P. Chitale & Co. For and on behalf of Board of Directors of IRIS Business Services Limited
Chartered Accountants
FRN: 101851W
Viraj Londhe Swaminathan Subramaniam Deepta Rangarajan
Partner Whole Time Director & CEO Whole Time Director
Membership No. 45761
Place: Mumbai Balachandran Krishnan Jay Mistry
Date: May 30, 2018 Whole Time Director & CFO Company Secretary



 






 

DIRECTORS REPORT

To

The Members,

Your Board of Directors (Board) is pleased to present the eighteenth annual report of your company, IRIS Business Services Limited, for the financial year ended 31st March, 2018. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this report covers the financial results and other developments during 1st April 2017 to 31st March 2018 in respect of IRIS Business Services Limited (IRIS).



1. SUMMARY OF OPERATIONS/RESULTS

(Amount in ₹)

 

Particulars

Standalone

Consolidated

 

F.Y. 2018

F.Y. 2017

F.Y. 2018

F.Y. 2017

Turnover

34,90,76,697

27,17,11,979

34,95,14,144

27,31,66,195

Other Income

42,26,316

14,75,987

63,84,371

25,42,173

Total Expenditure

40,59,65,686

38,45,04,542

41,17,90,553

39,25,49,362

Operating Profit (Loss)

(5,26,62,672)

(11,13,16,576)

(5,58,92,038)

(11,68,40,994)

Exceptional Items

5,40,765

43,76,928

-

43,76,928

Net Profit (Loss) before tax

(5,32,03,437)

(11,56,93,504)

(5,58,92,038)

(12,12,17,922)

Tax Expense:

-

-

-

-

Current Tax

-

-

-

4,28,067

Deferred Tax

(42,73,918)

(1,56,42,720)

(42,73,918)

(1,56,42,720)

Tax expense/(income) for earlier years

-

-

-

-

Profit (Loss) for the year

(4,89,29,519)

(10,00,50,784)

(5,16,18,120)

(10,60,03,269)

2. PERFORMANCE OF THE COMPANY

In the reporting year, the company recorded an improved sales performance compared to the previous year while containing the loss at the operating level. The companys performance improved significantly in the second half of the reporting year with a healthy sales growth of 50.31% (compared to the corresponding period in the previous year) and profits at the EBITDA and after tax levels.

In the reporting year, the company acquired key regulator customers in new geographies while building a base for increasing sales in such high potential markets.

Highlights of our standalone financial results

Revenues:

Our total revenues in the fiscal year ended March 31, 2018 were `35.33 cr, an increase of 29% over our total revenues of `27.32 cr in the fiscal year ended March 31, 2017.

Our revenues from operation in the fiscal year ended March 31, 2018 were `34.91 cr, an increase of 28% over our total revenues of `27.17 cr in the fiscal year ended March 31, 2017.






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18

 

Our export revenues strengthened by 11% from `21.15 cr in fiscal year ended 2017 to `23.47 cr in fiscal year ended 2018. Also domestic revenues strengthened by 90% from `6.02 cr in fiscal year ended 2017 to `11.44 cr in fiscal year ended 2018.

Our revenues from Collect segment grew by 23% from `17.80 cr in the fiscal year ended 31st March 2017 to `21.91 cr in fiscal year ended 31st March 2018.

Revenues from Create segment grew by 65% from `6.54 cr in the fiscal year ended 31st March 2017 to `10.76 cr in the fiscal year ended 31st March 2018 primarily due to launch of our GST compliance platform.

Revenues from Consume segment dropped by 21% from `2.83 cr in the fiscal year ended 31st March 2017 to `2.23 cr in the fiscal year ended 31st March 2018.

Other Income:

Our other income primarily comprises of interest on bank deposits and foreign exchange gain/loss. Our other income in the fiscal year ended 31st March 2018 were `0.42 cr as compared to `0.15 cr in the fiscal year ended 31st March 2017. The increase is primarily due to increase in interest on fixed deposits from the unutilized money raised through IPO and parked in bank deposits.

Employee Costs:

Employee costs in the fiscal year ended March 31, 2018 stood at `18.89 cr, an increase of 22% over our employee costs of `15.49 cr in the fiscal year ended March 31, 2017. Employee costs relate to salaries and bonus paid to employees.

Finance Costs:

Finance costs in the fiscal year ended March 31, 2018 were `1.99 cr, a decrease of 4% over our finance costs of `2.08 cr in the fiscal year ended March 31, 2017. Finance costs relate to interest paid by the company on the credit facilities availed from the Banks/Financial institutions.

Travel related expenses: 

Our travel related expenses stood at similar levels at `2.40 cr for the fiscal year ended March 31, 2018 and 2017.

Other Expenses:

Our other expenses decreased by 6% from `16.27 cr for the fiscal year ended March 31, 2017 to `15.23 cr for the fiscal year ended March 31, 2018.

Depreciation and Amortization:

Our Depreciation and amortization charge was `4.49 cr and `4.61 cr for the year ended March 31, 2018 and March 31, 2017 respectively representing 13% and 17% of revenues from operations for the year ended March 31, 2018 and March 31, 2017 respectively.



Exceptional Items:

Exceptional items for the fiscal year ended March 31, 2018 consists of diminution in the value of our investment made in our Italian subsidiary Atanou S.r.l.

Highlights of our consolidated financial results

Revenues:

Our total revenues in the fiscal year ended March 31,2018 were `35.59 cr, an increase of 29% over our total revenues of `27.57 cr in the fiscal year ended March 31, 2017.

Our revenues from operation in the fiscal year ended March 31,2018 were `4.95 cr, an increase of 28% over our total revenues of `27.32 cr in the fiscal year ended March 31, 2017.

Our export revenues strengthened by 10 per cent from `21.30 cr in fiscal year ended 2017 to `23.51 cr in fiscal year ended 2018. Also domestic revenues strengthened by 90 per cent from `6.02 cr in fiscal year ended 2017 to `11.44 cr in fiscal year ended 2018.

Our revenues from Collect segment grew by 23% from `17.87 cr in the fiscal year ended 31st March 2017 to `21.91 cr in fiscal year ended 31st March 2018.

Revenues from Create segment grew by 63% from `6.61 cr in the fiscal year ended 31st March 2017 to `10.81 cr in the fiscal year ended 31st March 2018 primarily due to launch of our GST compliance platform.

Revenues from Consume segment dropped by 21% from `2.83 cr in the fiscal year ended 31st March 2017 to `2.23 cr in the fiscal year ended 31st March 2018.

Other Income:

Our other income primarily comprises of interest on bank deposits and foreign exchange gain/loss. Our other income in the fiscal year ended 31st March 2018 were `0.64 cr as compared to `0.25 cr in the fiscal year ended 31st March 2017. The increase is primarily due to increase in interest on fixed deposits from the unutilized money raised through IPO and parked in bank deposits.

Employee Costs:

Employee costs in the fiscal year ended March 31, 2018 stood at `2042 cr, an increase of 15% over our employee costs of `17.76 cr in the fiscal year ended March 31, 2017. Employee costs relate to salaries and bonus paid to employees.

Finance Costs:

Finance costs in the fiscal year ended March 31, 2018 were `2.00 cr, a decrease of 4% over our finance costs of `2.08 cr in the fiscal year ended March 31, 2017. Finance costs relate to interest paid by the company on the credit facilities availed from the Banks/Financial institutions.






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18



Travel related expenses:

Our travel related expenses stood at almost similar levels at `2.90 cr for the fiscal year ended March 31, 2018 and at Rs. 2.87 cr for March 31, 2017.

Other Expenses:

Our other expenses decreased by 3% from `14.78 cr for the fiscal year ended March 31, 2017 to `14.27 cr for the fiscal year ended March 31, 2018.

Depreciation and Amortization:

Our depreciation and amortization charge for the year was `4.49 cr and `4.63 cr for the year ended March 31, 2018 and March 31, 2017 respectively representing 13% and 17% of revenues from operations for the year ended March 31, 2018 an March 31, 2017 respectively.

3. STATE OF COMPANY AFFAIRS

The reporting year was significant for your company in many respects. Firstly, your company debuted in the capital markets through an Initial Public Offering (IPO). The funds raised have helped your company to strengthen its financial position and compete effectively in the global markets. Secondly, your company has widened its presence in the global markets with key wins in Malaysia, South Africa and Nepal. Finally, in the Indian markets, your company launched IRISGST, a cloud based GST compliance platform that has found good traction in the market.

Your company continues to execute its strategy to focus on the Regtech market and offer a suite of IP driven software products and solutions built around structured data. Your company continues to enjoy a leading position globally in reporting solutions built on the XBRL information standard.

The market for your companys structured data based offerings has continued to witness strong interest across segments such as regulators and enterprises. Countries across the world have adopted XBRL as the reporting standard for external reporting. Regulators across capital markets, banking, business registries and taxation are at the forefront of XBRL adoption. Adoption paves the way for your company to enter these countries through a two step process of solutions for regulators (the Collect segment) followed by software to a range of filing entities (the Create segment). Your companys regulatory filing platform, iFile already has more than twenty regulator clients across fifteen countries. More countries and regulators are expected to be added to the list. Multiple types of regulators and geographies have given your company an unparalleled depth of knowledge in the XBRL domain, which is leveraged in driving the software product strategy as well.

In the Create segment, your companys collaborative, cloud (SaaS) based XBRL filing authoring solution IRIS Carbon® now caters to clients in the USA, UK , Italy, South Africa and Indian markets. IRIS



Carbon® has an inbuilt versatility that enables your company to meet the needs of different regulatory mandates, build global scale while mitigating customer concentration risks. Your company has also leveraged its well recognised strengths in compliance reporting platforms to enter the GST compliance market in India through an integrated SaaS based GSP and ASP solution. This market is emerging and offers exciting opportunities.

4. TRANSFER TO RESERVE

The company does not propose to transfer any amount to reserves.

5. DIVIDEND AND TRANSFER TO IEPF

 

The Board of Directors does not recommend any dividend on equity shares.

The company was not required to transfer any unpaid/unclaimed amount of dividend to Investor Education and Protection Fund (IEPF) during the financial year ended 31st March, 2018.

6. CHANGE IN THE NATURE OF BUSINESS

There are no changes in the nature of business during the financial ended 31st March, 2018.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the year there were no material changes and commitment affecting financial position of the company between end of the financial year to which this financial statements relate and the date of the report.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year there were no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the company and its future operations.

9.  RISK AND CONCERN

The company operates in a global market characterised by intense competition. Although the company has a strong position in the area of external financial reporting and especially in XBRL based mandates, there is the need to have adequate marketing spend and product differentiation to establish presence and build market share. In addition, many regulators initially prefer to offer free tools to enterprises to create the regulatory filings which hamper market growth. Migration from free tools to paid platforms is a journey that takes time as well. Mature markets face pricing pressure and relatively high switching costs. In addition, even though XBRL as a data standard is widely adopted, competing data standards and the adoption of APIs could affect the market potential of XBRL specific software. The GST mandate in India is yet to be fully articulated as the






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18



GST council has deferred invoice level reconciliation which is a big driver for adoption of third party compliance platforms. Moreover, the segment had witnessed intense competition in the year of GST introduction and there is no reason why the market would be less competitive in the years ahead.

10.  RISK MANAGEMENT

Your company is aware of the risks associated with the business. The company is in the process of institutionalizing a mechanism for identifying, minimizing and mitigating risks which will be periodically reviewed.

Some of the risks identified and which will have the attention of the management are:

1.       Securing  critical  resources  including  capital  and  human resources;

2.       Ensuring cost competitiveness;

3.       Building product differentiation and the appropriate value proposition

4.       Maintaining and enhancing customer service standards.

5.       Stepping up marketing and branding activities

11.  DEPOSITS

The company had not accepted any deposits during the financial year ended 31st March, 2018 nor there were any unpaid/unclaimed deposits at the financial year ended on 31st March, 2018. Further as the company has never accepted deposits there have been no defaults in repayments thereof nor any non-compliance thereto.

12.  SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The company has the following subsidiaries:

1.       IRIS Business Services (Asia) Pte. Ltd.

2.       IRIS Business Services, LLC

3.       Atanou S.r.l.

The company has not entered into any joint venture and doesnt have any associate company.

The audited consolidated financial statements pursuant to Section 129(3) of Companies Act, 2013 including financial results of the above subsidiaries forms part of Annual Report

13.  PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARY COMPANIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY

The consolidated financial statements of the company, forms a part of this Annual Report. A Statement containing salient features of the financial statement of subsidiaries pursuant to first proviso to sub­section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 are enclosed as Annexure - 1 to this report.

14.  SHARE CAPITAL

The Authorized Share Capital of the company was increased from `8,00,00,000 divided into 80,00,000 equity shares of `10/- to `25,00,00,000/- divided into 2,50,00,000 equity shares of `10/- in the Extra Ordinary General Meeting of the company held on 13th September 2017.

Further, The company has issued and allotted 69,37,581 Bonus Shares of `10/- each in the ratio of 1:1 i.e. one bonus share for every one share held to equity shareholders of the company which was approved in the Extra Ordinary General Meeting held on 13th September, 2017.

The company had issued 50,04,000 equity shares of `10/- each face value at `32/- per share to public through an Initial Public Offer (IPO). The IPO opened on 29.09.2017 and closed on 04.10.2017. The shares of the company were admitted to trading on BSE Limited (SME Platform) with effect from 11.10.2017.

i. Issue of Equity Shares with Differential Rights: The company has not issued any equity shares with differential rights during the financial year ended 31st March, 2018.

ii. Issue of Sweat Equity Shares: The company has not issued any Sweat Equity Shares during the financial year ended 31st March, 2018.

iii. Issue of Employee Stock Options: The company has approved IRIS Employee Stock Options Scheme, 2017 (IRIS ESOP Scheme 2017) at the Extra Ordinary General Meeting held on 13th September, 2017. The Nomination and Remuneration Committee of the Board, inter-alia, administers and monitors the Employees Stock Option Scheme of the company in accordance with the applicable provisions of the SEBI Regulations. The Nomination and Remuneration Committee of the Board has on 9th October, 2017 granted total 7,00,000 Options to eligible employee(s) under the IRIS ESOP Scheme 2017. The details of Employee Stock Options Scheme as required under rule 9 of Companies (Share Capital and debentures) rules, 2014 and those under SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, to the extent applicable are provided in Annexure 2 attached hereto.

There is no change to the share capital of the company from the end of the financial year to the date of this Report.

15.  INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The company has internal financial control and risk mitigation system which is constantly assessed and strengthened. The company also conducts an internal audit from time to time. The Audit Committee actively reviews the internal audit report, adequacy and effectiveness of the internal financial control and suggests the improvements for the same.






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18


16.  DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The company has received necessary declarations and disclosures from the independent directors under Section 149(7) and Section 184(1) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and disclosing their interest in form MBP-1.

17.  DIRECTORS AND KEY MANAGERIAL PERSONNEL AND COMPOSITION OF BOARD

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the companys Articles of Association, Ms. Deepta Rangarajan, (DIN 00404072), Whole Time Director, retires by rotation at the forthcoming eighteenth Annual General Meeting and being eligible has offered herself for re-appointment.

Mr. U. R. Bhat (DIN: 00008425) and Mr. Rakesh Kathotia (DIN: 00165880) resigned as a director of the company w.e.f. 03rd September, 2017 and 12th September, 2017 respectively.

Mr. Sanjoy Bhattacharya (DIN: 00059480) resigned as Director w.e.f. 24th November, 2017 and Mr. Partho Datta (DIN: 00040345) resigned w.e.f. 28th November, 2017.

Mr.   Ashok  Venkatramani   (DIN:   02839145)   and   Mr.   Bhaswar

 

Mukherjee (DIN: 01654539) joined the Board on 9th October, 2017 as Independent Directors.

Mr. Vinod Balmukand Agarwala (DIN: 01725158) joined the Board of the company on 27th November, 2017 as an Independent Director.

Mr. Balachandran Krishnan, Whole Time Director was additionally appointed as Chief Financial Officer of the company w.e.f. 11th September 2017. Mr. Rajesh Singh, (ICSI Membership No. ACS 50320) was appointed as Company Secretary & Compliance Officer of the company w.e.f. 11th September, 2017 and he resigned on 28th February, 2018.

Mr. Jay Mistry (ICSI Membership No. ACS 34264) was appointed by the Board as Company Secretary and Compliance Officer of the company w.e.f. 10th March, 2018.

Mr. Swaminathan Subramaniam, (DIN: 01185930), Ms. Deepta Rangarajan, (DIN: 00404072) and Mr. Balachandran Krishnan, (DIN: 00080055), were re-appointed by the Board of Directors of the company as Whole Time Director(s) of the company for a period of 3 years commencing from 1st May, 2018 on the recommendation of the Nomination and Remuneration Committee at its meeting held on 25th April, 2018 subject to the approval of the members at the ensuing Annual General Meeting of the company.

The composition of Board of Directors as on 31.03.2018 is as follows:

 

Sr. No.

Name of Director

DIN

Category

1.

Mr. Swaminathan Subramaniam

01185930

Promoter, Whole Time Director & CEO

2.

Mr. Balachandran Krishnan

00080055

Promoter, Whole Time Director & CFO

3.

Ms. Deepta Rangarajan

00404072

Promoter, Whole Time Director

4.

Mr. Narayan Seshadri

00053563

Non-Executive Independent Director

5.

Mr. Vinod Agarwala

01725158

Non-Executive Independent Director

6.

Mr. Ashok Venkatramani

02839145

Non-Executive Independent Director

7.

Mr. Bhaswar Mukherjee

01654539

Non-Executive Independent Director

Mr. Jay Mistry is the company Secretary & Compliance Officer and a Key Managerial Personnel (KMP) of the company.

18. BOARD MEETING(S)

The Board met six (6) times during the financial year ended 31st March, 2018. The meeting(s) were held on 22nd May, 2017, 11th September 2017, 13th September 2017, 9th October, 2017, 27th November, 2017 and 10th March 2018. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013.

 

Attendance of Director(s) at meeting(s) during the financial year 2017-18

 

Sr. No.

Name of the Director

Board meeting(s) attended

1.

Mr. Balachandran Krishnan

05

2.

Mr. Swaminathan Subramaniam

06

3.

Ms. Deepta Rangarajan

05

4.

Mr. Partho Datta*

01

5.

Mr. Narayan Seshadri

05

 






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18

 

 

Sr. No.

Name of the Director

Board

meeting(s)

attended

6.

Mr. Rakesh Kathotia@

01

7.

Mr. U. R. Bhat#

0

8.

Mr. Sanjoy Bhattacharyya &

01

9.

Mr. Vinod B. Agarwala

01

10.

Mr. Bhaswar Mukherjee

02

11.

Mr. Ashok Venkatramani

02

*  Mr. Partho Datta resigned from Directorship w.e.f. 28.11.17

@ Mr. Rakesh Kathotia resigned from Directorship w.e.f. 12.09.17

#  Mr. U. R. Bhat resigned from Directorship w.e.f. 03.09.17

&  Mr. Sanjoy Bhattacharyya resigned from Directorship w.e.f. 24.11.17

19. COMMITTEES OF THE BOARD

 

I.     AUDIT COMMITTEE

The company has constituted an Audit Committee in accordance with Section 177 of the Companies Act, 2013. The terms of reference of the Committee are as follows:

1.   Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2.      Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3.       Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4.     Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

 

a)     Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b)       Changes, if any, in accounting policies and practices and reasons for the same;

c)       Major accounting entries involving estimates based on the exercise of judgment by management;

d)       Significant adjustments made in the financial statements arising out of audit findings;

e)       Compliance with listing and other legal requirements relating to financial statements;

f)        Disclosure of any related party transactions;



       g)    Qualifications in the draft audit report.

5.       Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6.   Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7.       Review and monitor the auditors independence, performance and effectiveness of audit process.

8.       Approval or any subsequent modification of transactions of the company with related parties.

9.       Scrutiny of inter-corporate loans and investments.

10.    Valuation of undertakings or assets of the company, wherever it is necessary.

11.    Evaluation of internal financial controls and risk management systems.

12.    Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

13.    Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14.    Discussion with internal auditors any significant findings and follow up there on.

15.    Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16.    Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17.    To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

18.    To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18

 

against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19.    Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board.

20.    Approval of appointment of CFO (i.e., the Whole-Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

21.    To investigate any other matters referred to by the Board of Directors.

22.    Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.



The  Audit  Committee  shall  mandatorily  review  the following information:

(a)     Management discussion and analysis of financial information and results of operations;

(b)     Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

(c)     Management letters / letters of internal control weaknesses issued by the statutory auditors;

(d)     Internal audit reports relating to internal control weaknesses; and

(e)     The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

The Audit Committee met two (2) times during the financial year ended 31st March, 2018 on 27th November, 2017 and on 10th March 2018. 

The composition of the Audit Committee as on 31.03.2018 is as follows:

 

Name of the Committee Member

Category

No. of meetings held

No. of meeting(s) attended

Mr. Bhaswar Mukherjee (Chairman)

Independent Non-Executive Director

02

02

Mr. Vinod Agarwala

Independent Non-Executive Director

02

01

Mr. Ashok Venkatramani

Independent Non-Executive Director

02

02

Mr. Balachandran Krishnan

Whole time Director & CFO

02

02

 

II. NOMINATION AND REMUNERATION COMMITTEE

The  Nomination   and  Remuneration   Committee   (NRC)  had formulated a policy for the Nomination and Remuneration of the Directors, Key Managerial Personnel (KMP) and Senior Management.

The terms of reference of the NRC are as follows:

1.       Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;

2.       Formulation of criteria for evaluation of independent directors and the Board;

3.       To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

4.       Devising a policy on Board diversity; and

5.       Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The company had adopted a Nomination and Remuneration policy (policy) in accordance with Section 178 of the Companies Act, 2013. The Policy is attached as Annexure 3 to this report and is also available on the website of the company viz. www.irisbusiness.com.

The NRC met three (3) times during the financial year ended March 31, 2018. The meetings were held on 9th October, 2017, 27th November, 2017 and 10th March, 2018. The constitution and terms of reference of the committee are in compliance with the requirements of section 178 of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

 






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18



The composition of the NRC as on 31.03.2018 is as follows:

 

Sr. No.

Name of the Committee Member

Category

No. of meetings held

No. of meeting(s) attended

1

Mr. Ashok Venkatramani (Chairman)

Independent Non-Executive Director

3

1

2

Mr. Vinod Agarwala

Independent Non-Executive Director

3

1

3

Mr. Narayan Seshadri

Independent Non-Executive Director

3

3

 

III. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

The company has constituted a CSR Committee in accordance with Section 135 of the Companies Act, 2013. No meetings of the Committee were held during the financial year 2017-18. The Composition of the Committee as on 31st March, 2018 is as follows:

 

Sr. No.

Name of the Director

Category

1

Mr. Ashok Venkatramani (Chairman)

Independent Non-Executive Director

2

Ms. Deepta Rangarajan

Whole Time Director

3

Mr. Swaminathan Subramaniam

Whole Time Director& CEO

IV. STAKEHOLDERS RELATIONSHIP COMMITTEE The company has constituted a Stakeholders Relationship Committee in accordance with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, specifically for the purposes of looking after the matter of handling and resolving shareholders / investors grievances. No meetings of the Committee were held during the financial year 2017-18.

The terms of reference of the Committee are as follows:

a.              Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

b.             Redressal of security holders/investors complaints Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

c.              Reviewing on a periodic basis the approval/refusal of transfer or transmission of shares, debentures or any other securities;

d.              Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

e.              Allotment and listing of shares;

f.              Reference to statutory and regulatory authorities regarding investor grievances;

g.             To otherwise ensure proper and timely attendance and redressal of investor queries and grievances; and

h.             Any other power specifically assigned by the Board of Directors of the company.



The composition of the Committee as on 31st March, 2018 is as follows:

 

Sr. No.

Name of the Director

Category

1

Mr. Bhaswar Mukherjee (Chairman)

Independent Non­Executive Director

2

Ms. Deepta Rangarajan

Whole Time Director

3

Mr. Balachandran Krishnan

Whole Time Director & CFO

20.  COMPLIANCE WITH SECRETARIAL STANDARD

During the period 1st April, 2017 to 31st March, 2018, the company complied with the Secretarial Standard 1 and Secretarial Standard 2, issued and revised by the Institute of Company Secretaries of India.

21.  CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has a CSR Committee and an approved CSR Policy in accordance with Section 135 of the Companies Act, 2013 read with rules made thereunder.

The company is exempt from mandatory CSR expenditure as per Rule 3(2) CSR Rules, 2014 due to not falling in criteria of CSR applicability for three consecutive years i.e. for financial years 2014-15, 2015-16 and 2016-17.

The company has on a voluntary basis provided disclosure in Annexure - 4 to this report in the prescribed format under Section 135 of the Companies Act, 2013, which is attached to this report.

Further, the composition of the CSR Committee is covered under Committee of the Board part of the Directors Report.

The CSR policy of the company is available on the website of the company viz - www.irisbusiness.com.

22.  RELATED PARTY TRANSACTIONS

The details of transactions entered into by the company with related parties are at arms length and in ordinary course of business. The details of the transactions as per section 188 of the Companies Act, 2013 and Rules framed thereunder are enclosed as Annexure - 5 in Form AOC-2, as required under Rule 8(2) of Companies (Accounts) Rules, 2014.

23. PARTICULARS OF REMUNERATION OF DIRECTORS, KMP AND EMPLOYEES AND DISCLOSURES IN BOARDS REPORT

The disclosure on remuneration of Directors, Key Managerial








IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18

 

Personnel (KMP) and employees as required under the Companies Act, 2013 and rules made thereunder is provided in Annexure - 6 to this Report.

The information required under Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure - 6 forming part of this Report. In terms of first proviso to Section 136 of the Act, the Report and Accounts are being sent to the members excluding certain information covered under aforesaid Annexure. Any member interested in obtaining the same may write to the company Secretary at the Registered Office of the company. None of the employees listed in the said Annexure - 6 is related to any Director of the company.

24.  ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee and the Board had been carried out.

25.  ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is enclosed as Annexure -7 to this report.

26.  STATUTORY AUDITORS

The members at the 15th Annual General Meeting (AGM) had approved the appointment of M/s. M. P. Chitale & Co. as the statutory auditors of your Company for a period of five years to hold office as such till the conclusion of the sixth consecutive AGM subject to ratification of appointment by the members at every AGM.

As per Companies (Audit and Auditors) Amendment Rules, 2018 dated 7th May 2018 notified by the Ministry of Corporate Affairs, the requirement of ratification of Auditors appointment has been relaxed. Accordingly ratification of Auditors appointment is not sought by the Directors.

27.  SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Parikh & Associates, Practicing Company Secretaries, Mumbai, were appointed as a Secretarial Auditors of the company to conduct the Secretarial Audit of the company for financial year 2017-2018. The report of the Secretarial Auditor is enclosed as Annexure- 8.



28.  INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. Moore Stephens Singhi Advisors LLP, Chartered Accountants, Mumbai, the Internal Auditor of the company for the Financial Year 2017-18, have been appointed as Internal Auditors of the company for the Financial Year 2018-19. During the year, the company continued to implement its suggestions and recommendations to improve the control environment. Their scope of works includes, review of processes for safeguarding the assets of the company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

29.  STATUTORY AUDITORS REPORT

The Statements made by the Auditors in their report are self-explanatory and doesnt require any comments by the Board of Directors.

30.  EXPLANATION OR COMMENTS ON QUALIFICATIONSRESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the Auditors in their report.

31.  EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are enclosed as Annexure 9 to this report.

32.  PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The company has not granted any loans to any persons or body corporate. Further the details of guarantees given and investments made as covered under the provisions of Section 186 of the Companies Act, 2013 forms part of notes to the standalone financial statements of the company.

33.  DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and information and based on the information and explanations provided to them by the company, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 (the Act):

a.     That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b.    That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

 






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18

 

c.     That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other

irregularities;

d.    That the directors had prepared the annual accounts on a going concern basis;

e.     That proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively;

f.      That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34.  HUMAN RESOURCES / INDUSTRIAL RELATIONS, INCLUDING NUMBER OF PEOPLE EMPLOYED

Your company provides regular training to employees to improve skills. Your company has put in place a performance appraisal system that covers all employees. Your Company had 300 employees as on 31st March, 2018 while the employee count was 297 as on 31st March, 2017.

35.  CORPORATE GOVERNANCE

The company being listed on the SME platform of BSE Limited is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Therefore no corporate governance report is annexed to this report. However your Company has complied with the relevant provision of the Companies Act, 2013 and rules thereunder with regards to formation of committees.

36.  COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has constituted Internal Complaints Committee under and as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no instance of complaint or report under the said Act was registered with the company.

37.  WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has Whistle Blower Policy /Vigil mechanism policy for the company to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the companys code of conduct.

38.  CODE OF CONDUCT

The Board of Director has approved a Code of Conduct which is applicable to the members of the Board of Directors and Senior Management Personnel. It is confirmed that all Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the financial year 2017-18. The declaration to this effect is enclosed to this report as Annexure 10.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA) In terms of provisions of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion & Analysis Report has been separately furnished in the Annual Report.

40. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Act and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has adopted the following Policies. The policies are available on Companys website http://www.irisbusiness.com

              Policy on Related Party Transactions

              Nomination and Remuneration Policy

              Corporate Social Responsibility Policy

              Code of Conduct for Director & Senior Management Personnel

              Material Subsidiary Policy

              Policy for Determination of Materiality of Events

              Policy for Preservation of Documents

              Terms and Condition of appointment of Independent Director

              Vigil Mechanism Policy

              Code for Prohibition of Insider Trading

The companys policy on Directors appointment, remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 forms part of Nomination and Remuneration Policy.

41.  ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from members, vendors, bankers and all other business associates. We look forward to continued support of all these partners in progress.





  For and on behalf of Board of Directors of IRIS Business Services Limited
 


Swaminathan Subramaniam  Deepta Rangarajan

Balachandran Krishnan

Date: May 30, 2018  Whole Time Director & CEO Whole Time Director Whole Time Director & CFO
 Place: Navi Mumbai  (DIN:01185930)  (DIN: 00404072)  (DIN: 00080055)

 

 






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18



Annexure - 1

FORM AOC-1

(Pursuant to first proviso to sub-section (3) of section129 read with Rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

Part - A Subsidiaries

(Information in respect to of each subsidiary to be presented with amounts in ₹)

 

Sr. No.

1

2

3

Name of the subsidiary

IRIS Business Services LLC

IRIS Business Services (Asia) Pte. Ltd.

Atanou S.r.l.

The date since when subsidiary was acquired

26.02.2010

07.07.2010

31.07.2015

Reporting   period   for   the   subsidiary concerned, if different from the holding companys reporting period. (start and end of accounting period)

01.04.2017 to 31.03.2018

01.04.2017 to 31.03.2018

01.04.2017 to 31.03.2018

Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

USD

Exchange rate used ` per unit for foreign currency BS 65.04, P & L 64.45

SGD

Exchange rate used ` per unit for foreign currency BS 49.68, P& L 47.53

EURO

Exchange rate used ` per unit for foreign currency BS 80.62, P&L 75.42

Share capital

7,02,975

1,13,82,041

7,12,000

Reserves and surplus

46,344

(1,45,63,215.47)

(5,18,125)

Total assets

22,87,344

74,12,924

5,61,044

Total Liabilities

22,87,344

74,12,924

5,61,044

Investments

-

-

-

Turnover

44,50,462

2,84,35,294

4,37,447

Profit before taxation

3,30,643

38,33,986

(5,53,521)

Provision for taxation

-

-

-

Profit after taxation

3,30,643

38,33,986

(5,53,521)

Proposed Dividend

-

-

-

Extent of shareholding (in percentage)

100%

98.36%

100%

1.       Names of subsidiaries which are yet to commence operations NIL

2.       Names of subsidiaries which have been liquidated or sold during the year NIL

Part B- Joint Ventures and associates

The company does not have any Associates nor has entered into joint ventures.



  For and on behalf of Board of Directors of IRIS Business Services Limited
 


Swaminathan Subramaniam  Deepta Rangarajan

Balachandran Krishnan

Date: May 30, 2018  Whole Time Director & CEO Whole Time Director Whole Time Director & CFO
 Place: Navi Mumbai  (DIN:01185930)  (DIN: 00404072)  (DIN: 00080055)





IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18

 

Annexure - 2

DETAILS OF IRIS EMPLOYEES STOCK OPTION SCHEME, 2017

 

Date of shareholders approval

13th September, 2017

Total number of options approved under ESOS

7,00,000

Vesting requirements

Employee Stock Options granted under Scheme shall vest not earlier than 1 (One) year and not later than maximum Vesting Period of 4 (Four) years from the date of Grant and that different vesting period may be decided by the Nomination and Remuneration Committee (NRC) for employees at discretion of the NRC.

Exercise price or pricing formula

The Exercise Price per Option shall be determined by the Nomination and Remuneration Committee being not lesser than the face value of the Share underlying such Option as on date of Grant.

Maximum term of options granted

Nine years

Source of shares (primary, secondary or combination)

N.A.

Variation in terms of options

N.A.

Method used to account for ESOS - Intrinsic or fair value

Fair Value

Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

N.A.

Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.

N.A.

(a) options granted;

700,000

(b) options vested;

Nil

(c) options exercised;

Nil

(d) the total number of shares arising as a result of exercise of option;

Nil

(e) options lapsed;

Nil

(f) the exercise price;

`32/- per Option

(g) variation of terms of options;

N.A.

(h) money realized by exercise of options;

N.A.

(i) total number of options in force;

700,000

(j) employee wise details of options granted to:

 

(i) key managerial personnel.

N.A.

(ii) any other employee who receives a grant of options in any one year of option amounting to five per cent or more of options granted during that year.

Refer Table -1 below

(iii) Identified employees who were granted option, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.

N.A.






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18



A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:

 

(a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model;

Please refer note 30 to the standalone financials of the company

(b) the method used and the assumptions made to incorporate the effects of expected early exercise;

Please refer note 30 to the standalone financials of the company

(c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and

Since shares of the company got listed only on the grant date and there is no history of share price trading, expected volatility had been derived from historic values NSE ViX index as on the Grant date.

(d) whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition.

N.A.

Option movement during the year (For each ESOS)

 

Particulars

Details

Number of options outstanding at the beginning of the period

N.A.

Number of options granted during the year

7,00,000

Number of options forfeited / lapsed during the year

Nil

Number of options vested during the year

Nil

Number of options exercised during the year

Nil

Number of shares arising as a result of exercise of options

Nil

Money realized by exercise of options (INR), if scheme is implemented directly by the company

N.A.

Loan repaid by the Trust during the year from exercise price received

N.A.

Number of options outstanding at the end of the year

7,00,000

Number of options exercisable at the end of the year

Nil

Table - 1

 

Sr. No.

Name

Designation

Exercise Price ()

Options Granted

1

Shilpa Dhobale

XBRL Consulting Team - Head

`32/- per Option

40,000

2

Arup Ganguly

Sales Lead

40,000

3

Rahul Dhamne

XBRL Consulting Team - Principal

40,000

4

Gautam Mahanti

Vice President - Enterprise Reporting

50,000

5

Pradip Dey

Head Delivery

40,000

6

Amit Saxena

VP - Product Engineering

40,000

7

Anand Padmanabhan*

Head International Sales

1,00,000

*Employee of subsidiary - IRIS Business Services (Asia) Pte. Ltd.





  For and on behalf of Board of Directors of IRIS Business Services Limited
 


Swaminathan Subramaniam  Deepta Rangarajan

Balachandran Krishnan

Date: May 30, 2018  Whole Time Director & CEO Whole Time Director Whole Time Director & CFO
 Place: Navi Mumbai  (DIN:01185930)  (DIN: 00404072)  (DIN: 00080055)





IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18



Annexure - 3

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

Introduction:

In pursuance of the companys policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and employees of the company, to harmonize the aspirations of human resources consistent with the goals of the company and in terms of the provisions of the Companies Act 2013, this policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination And Remuneration Committee and approved by the Board of Directors.

Objective and purpose of the Policy:

The objective and purpose of this policy are:

       To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

        To determine remuneration based on the companys size and financial position and trends and practices on remuneration prevailing in peer companies, in the industry.

       To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.

       To provide them reward linked directly to their effort, performance, dedication and achievement relating to the companys operations.

      To retain, motivate and promote talent and to ensure long term sustainability of talented Managerial persons and create competitive advantage.

       In the context of the aforesaid criteria the following policy has been formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors at its meeting held on 29th July, 2014.

Effective Date:

This policy shall be effective from 29th July, 2014.

Constitution of the Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of three Non Executive Independent Directors.

The Board has the power to reconstitute the Committee consistent with the companys policy and applicable statutory requirement.

Definitions

         'Board' means Board of Directors of the company.

         Directors means Directors of the company.

         'Committee means Nomination and Remuneration Committee of the company as constituted or reconstituted by the Board.

         'Company means IRIS Business Services Limited.

         'Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

         Key Managerial Personnel (KMP) means-

i.      Executive Chairman and / or Managing Director;

ii.     Whole-time Director;

iii.    Chief Financial Officer;

iv    Company Secretary;

v.     Such other officer as  may be  prescribed  under the applicable statutory provisions/ regulations.

     Senior Management means personnel of the company occupying the position of Business Head of any unit / division of the company.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

APPLICABILITY

The Policy is applicable to:

         Directors (Executive and Non Executive)

         Key Managerial Personnel

         Senior Management Personnel

GENERAL

This Policy is divided in three parts:

Part - A : covers the matters to be dealt with and recommended by the Committee to the Board;

Part - B : covers the appointment and nomination; and






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18



Part - C : covers remuneration and perquisites etc.

The key features of this Companys policy shall be included in the Boards Report.

PART - A

MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE

The Committee shall:

        Formulate the criteria for determining qualifications, positive attributes and independence of a director.

        Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

         Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

PART -B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT Appointment criteria and qualifications:

1.      The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2.      A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

3.     The company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Term / Tenure:

1.     Managing Director/Whole-time Director:

The company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.



2.     Independent Director:

       An Independent Director shall hold office for a term up to five consecutive years on the Board of the company and will be eligible for re-appointment on passing of a special resolution by the company and disclosure of such appointment in the Boards report.

        No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three

years, be appointed in or be associated with the company in any other capacity, either directly or indirectly.

     At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

EVALUATION:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

REMOVAL:

Due to reasons for any disqualification mentioned in the Companies Act, 2013 and the rules framed thereunder or under any other applicable Act, rules and regulations, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

RETIREMENT:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the company.

PART - C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

GENERAL:

The remuneration / compensation / commission etc. to the Whole­time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/compensation/ commission etc. shall be subject to the prior/post approval of the shareholders of the company and Central Government, wherever required.






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18



The remuneration and commission to be paid to the Whole­time Director shall be in accordance with the percentage/slabs/ conditions laid down in the Articles of Association of the company and as per the provisions of the Companies Act, 2013, and the rules framed thereunder.

Increments to the existing remuneration/compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director.

Remuneration to Whole-time/Executive/Managing Director, KMP and Senior Management Personnel:

1.     Fixed pay:

The Whole-time Director / KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The break-up of the pay scale and quantum of perquisites including, employers contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

2.     Minimum Remuneration:

If, in any financial year, the company has no profits or its profits are inadequate, the company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.



3.    Provisions for excess remuneration:

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the company and until such sum is refunded, hold it in trust for the company. The company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

     Remuneration to Non- Executive / Independent Director:

Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the company and the Companies Act, 2013 and the rules made thereunder.

Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof provided that the amount of such fees shall not exceed ` One Lakh per meeting of the Board or Committee, or such amount as may be prescribed by the Central Government from time to time.

Commission:

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the company computed as per the applicable provisions of the Companies Act, 2013.

Stock Options:

An Independent Director shall not be entitled to any stock option of the company.






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18



Annexure - 4



CORPORATE SOCIAL RESPONSIBILITY



1. A brief outline of the companys 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 programs

The CSR policy has been formulated for indicating the activities to be undertaken by the company in compliance with the provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder and to recommend the amount of expenditure to be incurred on CSR Activities as enumerated in Schedule VII of the Companies Act, 2013 and monitor the CSR Policy of the company periodically.

A detailed copy of the Corporate Social Committee policy is available on the website of the company viz. www.irisbusiness. com



2.    The Composition of the CSR Committee is as follows:

 

Sr. No.

Name of the Committee Member

Category

1

Mr. Ashok Venkatramani (Chairman)

Non-Executive, Independent Director

2

Ms. Deepta Rangarajan

Whole time Director

3

Mr. Swaminathan Subramaniam

Whole time Director & CEO

3.     Average net profit/(loss) of the company for last three financial years

The average net loss of the company for last three financial years is `(63,37,627.55).

4.     Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above)

Given the company has been incurring losses, the company is not required by law to spend any funds on CSR.

 

Image32

 






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18



5.    Details of CSR spent during the financial year.

a.    Total amount to be spent for the financial year - N.A. (refer point no. 6)

b.     Amount unspent, if any - N.A. (refer point no. 6)

c.     Manner in which the amount spent during the financial year is detailed below. - N.A. However, the expenditure made by the company during the reporting period on a voluntary basis is given below:

 

CSR project or Activity identified

Sector in which the project is covered

Projects or programs

(1) Local area or other

(2) Specify the state and

district where projects or

programs are undertaken

Amount

Outlay

(budget)

project or

programs

wise

Amount spend on the projects or programs Sub head :

(1) Direct expenditure on project or programs

(2) Overheads During the F.Y. 2017-18

Cumulative expenditure upto the reporting period.

Amount spend: Direct or through implementing agency

For the Sports Authority of India (SAI), IRIS has conceptualized, built and commissioned a 'National Talent Hunt Portal; a digital platform to connect emerging sports talent with SAI. The portal is conceived as a full-fledged digital ecosystem incorporating online application, evaluation, supervision and a workflow.

Sports promotion

This was carried out as an SAI initiative that lends itself a nationwide reach.

-

Direct expenditure-`11.54 lakhs

Overheads-The company's own software team was involved in development activities

-

Amount was spent directly

6.     Reasons for not spending the full amount of CSR:

The company has incurred a Loss during the F.Y. 2017-18 and in the preceding two financial years and hence has not spent any amount on CSR.

Further the company is exempt from mandatory CSR expenditure as per Rule 3(2) CSR Rules, 2014 due to not falling in criteria of CSR applicability for three consecutive years i.e. for financial years 2014-15, 2015-16 and 2016-17. Hence the above disclosures has been made by the company on a voluntarily basis.

The company has a CSR Committee and an approved CSR Policy.

7.     A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

We hereby confirm that the company has implemented and monitored the CSR Policy in Compliance with CSR Objectives and Policy of the company.





  For and on behalf of Board of Directors of IRIS Business Services Limited
 


Swaminathan Subramaniam  Ashok Venkatramani Deepta Rangarajan
Date: May 30, 2018 Member of CSR Committee Chairman of CSR Committee Member of CSR Committee
 Place: Navi Mumbai (DIN: 01185930)  (DIN: 02839145) (DIN: 00404072)










IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18



IRIS KNOWLEDGE FOUNDATION



Image33

 



We are good with data. From time to time we publish research when we spot a trend that has the potential to usher fundamental change. The research is conducted by IRIS Knowledge Foundation which we set up to undertake not for profit initiatives

Today, IKF owns and operates esocialsciences, a web based initiative to promote social sciences research in India. IKF also runs YESS which is more focused on creating a platform for young scholars to publish.

Perhaps the research that made IKF famous was published more than a year before the last Lok Sabha. We stuck our neck out and declared that the Lok Sabha elections in 2014 would be India's first FaceBook elections. Many were those that laughed at us. Some were puzzled and wanted to know more. Yet others could not care less. Everybody knows how it turned out. Many parties called us to help them with their digital strategy. We were tempted but that was not our business, so we politely said no and stayed away.



Image34

 






IRIS BUSINESS SERVICES LIMITED    Annual Report 2017-18



Annexure - 5

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso thereto.

1.    Details of contracts or arrangements or transactions not at Arm's length basis

 

Sr. No.

Particulars

    Details

1.

Name (s) of the related party & nature of relationship

      NIL

2.

Nature of contracts /arrangements / transaction

3.

Duration of the contracts/ arrangements/transaction

4.

Salient terms of the contracts or arrangements or transaction including the value, if any

5.

Justification for entering into such contracts or arrangements or transactions'

6.

Date of approval by the Board

7.

Amount paid as advances, if any

8.

Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2.    Details of contracts or arrangements or transactions at Arm's length basis.

 

Sr. No.

Particulars

 

 

 

Details

 

 

 

1.

Name (s) of the related party & nature of relationship

Atanou S.R.L

IRIS Business Services, LLC

IRIS Knowledge Foundation

IRIS Business Services (Asia) Pte Ltd

FinX Solutions

TVS Wealth Private Limited

TVS Electronics Limited

2.