11th Annual Report 2016-2017 Vision StockHolding DMS will be a partner of choice with a strong leadership position and a strong brand name in the document management business maximizing wealth through differentiated and profitable business operations. Mission and Goals . StockHolding DMS will provide End to End services in Document Management Solutions, both in the Physical Storage and Electronic Management space as well as provide workflow solutions. StockHolding DMS will grow both the Physical and Electronic Document Management business with a special focus on the Electronic Document Management Solution(DMS/EDMS) business that promises a high growth potential and return on capital. CONTENTS Board of Directors…………………………………………………………… 02 Performance Highlights…………………………………………………… 03 Notice of 11th Annual General Meeting………………………………… 04 Directors’ Report……………………………………………………….…… 17 Independent Auditors’ Report……………………………………….…… 55 Annexure to Independent Auditors’ Report…………………………… 59 Comments of the Comptroller and Auditor General of India……… 65 Balance Sheet………………………………………………………………… 66 Statement of Profit and Loss……………………………………………… 68 Cash Flow Statement………………………………………………….…… 70 Notes to Financial Statements…………………………………………… 73 1 Board of Directors (as on August 10, 2017) Shri Ramesh NGS - Chairman (Non-Executive) Shri Venkatraman Iyer - Independent Director Shri Sanjay Sharma - Additional - Independent Director Shri R. H. Mewawala - Director Shri L. Viswanathan - Director Shri Umesh Punde - Director Shri Jagdish Thakur - Director Ms. Meena Pednekar - Director Shri Sanjeev Vivrekar - MD & CEO Ms. Jajvalya Raghavan - Company Secretary Statutory Auditors - M/s. Chandabhoy & Jassoobhoy Internal Auditors - M/s. PKF Sridhar & Santhanam, LLP Registered Office SHCIL House, P -51, T.T.C. Industrial Area, MIDC, Mahape, Navi Mumbai – 400 710 CIN : U74140MH2006GOI163728 Website : www.StockHoldingDMS.com Tel No: 022-61778729 Fax No: 022-61778727 2 PERFORMANCE HIGHLIGHTS FOR LAST 2 YEARS (` in crores) Particulars Year ended Year ended March 31, 2017 March 31, 2016 Total Income 82.93 52.18 Expenditure - Financial Cost 3.57 2.69 - Employees Benefit Exp. 11.04 8.21 - Other Expenses 47.70 24.68 - Depreciation 5.70 4.99 Total Expenditure 68.01 40.56 Profit before tax & Prior Period Adjustment 14.92 11.61 - Exceptional Items / Prior period - - Profit before tax 14.92 11.61 Provision for Tax 5.22 4.26 Profit from discontinued operations (after tax) - 0.19 Profit after tax 9.69 7.55 Other Comprehensive Income (0.01) (0.01) Profit including other Comprehensive Income 9.68 7.53 3 NOTICE NOTICE is hereby given that the 11th ANNUAL GENERAL MEETING of the Members of StockHolding Document Management Services Limited (Formerly known as SHCIL Projects Limited) will be held on Friday, September 8, 2017 at 3.00 p.m. at the Registered Office of the Company at SHCIL House, P-51, T.T.C. Industrial Area, M.I.D.C., Mahape, Navi Mumbai - 400710, to transact the following business: ORDINARY BUSINESS: Item no. 1 – Adoption of Audited Financial Statements, Reports of the Board of Directors and the Statutory Auditors and the comments of the Comptroller & Auditor General of India thereon. To receive, consider and adopt the Audited Financial Statements for the year ended March 31, 2017 and the Reports of the Board of Directors and the Statutory Auditors and the comments of the Comptroller & Auditor General of India thereon. Item no. 2 – Declaration of Dividend To declare final dividend of ` 0.67 per share (6.72%) on the equity shares for the financial year ended March 31, 2017. Item no. 3 – Reappointment of Shri. R. H. Mewawala (DIN 00201096) To appoint a Director in place of Shri R. H. Mewawala (DIN: 00201096), who retires by rotation and being eligible, offers himself for reappointment. Item no. 4 – Reappointment of Ms. Meena Pednekar (DIN 06842367) To appoint a Director in place of Ms. Meena Pednekar (DIN: 06842367), who retires by rotation and being eligible, offers herself for reappointment. Item no. 5 – Appointment and Remuneration of Statutory Auditors To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013, (including any statutory modifications or re- enactment(s) thereof for the time being in force) the Board of Directors of the Company be and is hereby authorized to decide and fix the remuneration of the Statutory Auditors(s) of 4 the Company to be appointed by Comptroller & Auditor General of India (C&AG) for the Financial Year 2017 -18, as it may deem fit.” SPECIAL BUSINESS: Item no. 6 – Appointment of Shri Sanjay Sharma, Independent Director To consider and if thought fit, pass with or without modification (s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and such other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Shri. Sanjay Sharma (DIN: 00392053), who was appointed by the Board of Directors as an Additional Director, categorized as Independent Director, with effect from October 04, 2016 and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Independent Director, be and is hereby appointed as Independent Director of the Company for a period of five years with effect from October 04, 2016, not liable to retire by rotation.” RESOLVED FURTHER THAT Company Secretary be and is hereby authorised to file relevant form(s) with the Registrar of Companies, Maharashtra, Mumbai and to do such other acts, deeds and things as are necessary to give effect to the above resolution.” Item no. 7 - Reappointment of Shri Sanjeev Vivrekar as Managing Director & CEO To consider and if thought fit, pass with or without modification (s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 196, 197 and 203 read along with Schedule V of the Companies Act, 2013 and Articles of the Association of the Company and all other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force), consent of the Members be and is hereby accorded for the reappointment of Shri Sanjeev Vivrekar as Managing Director & Chief Executive Officer (MD & CEO) of the Company for the period of three years w.e.f. April 01, 2017, on the terms and conditions including the remuneration as set out in the Explanatory Statement annexed hereto. 5 RESOLVED FURTHER THAT pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Shri Sanjeev Vivrekar shall not be liable to retire by rotation during his tenure as MD & CEO of the Company. RESOLVED FURTHER THAT Company Secretary be and is hereby authorised to do all such acts, deeds and things which are necessary to the reappointment of Shri Sanjeev Vivrekar as Managing Director & CEO.” Item no. 8 - Increase in the Authorised Share Capital To consider and if thought fit, pass with or without modification (s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 13, 61 and 64 and such other applicable provisions of the Companies Act, 2013 and the Rules thereunder, the Authorised Share Capital of the Company be and is hereby increased from ` 40,00,00,000/- (Rupees Forty crores) to ` 50,00,00,000/- (Rupees Fifty crores) by further creation of 1,00,00,000 (One Crore ) Equity Shares of ` 10/- (Rupees Ten) each ranking pari passu with the existing Equity Shares. RESOLVED FURTHER THAT existing clause V (a) of the Memorandum of Association of the Company be altered as under: V(a). The Authorised Share Capital of the Company is ` 50,00,00,000/- (Rupees Fifty crores only) divided into 5,00,00,000 (Five crores) Equity Shares of ` 10/-(Rupees ten) each with power to increase or decrease capital from time to time. RESOLVED FURTHER THAT Company Secretary be and is hereby authorized to do all such acts, deeds, matters and things to comply with the formalities relating to the increase in Authorized Share Capital of the Company and filing necessary forms including E-form SH – 7 with Registrar of Companies, Maharashtra, Mumbai.” Notes: 1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member. 2. The instrument appointing proxies, in order to be effective, must be received by the Company at the registered office, not less than 48 hours before the scheduled time of the meeting. A blank proxy form is annexed to this notice. 3. The Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the special business under item Nos. 6, 7 & 8 is annexed hereto. 6 4. Corporate Members intending to send their authorised representatives to attend the Meeting are requested to send a certified copy of its Board resolution authorizing its representative to attend and vote on their behalf at the Meeting. 5. Members are also requested to bring their copies of the Annual Report and Notice to the Meeting. 6. The record date for the purpose of determining eligibility for payment of final dividend shall be September 8, 2017. 7. The route map to the venue of AGM is annexed to the notice. By order of the Board of Directors Jajvalya Raghavan Company Secretary Place: Navi Mumbai Date: August 10, 2017 Registered Office: SHCIL House P-51, T.T.C.