To The Members
Your directors are pleased to present the 31st Annual Report and the AuditedAccounts for the financial year ended 31st March 2016.
| ||CURRENT YEAR ||PREVIOUS YEAR |
| ||2016 ||2015 |
| ||(Rs. In Lacs) ||(Rs. In Lacs) |
|Sales & Services ||47.61 ||31.33 |
|Other Income ||0.00 ||0.00 |
|Total Income ||47.61 ||31.33 |
|Total Expenditure ||46.18 ||30.86 |
|Profit / (Loss) for the period ||1.43 ||0.47 |
|Provision For Tax ||0.27 ||0.09 |
|Balance Carried Forward ||1.16 ||0.38 |
During the year under review the Company has recorded the higher total income of Rs.47.61 lacs as compared to Rs. 31.33 lacs for the previous year and Net Profits after taxof Rs. 1.16 lacs for the year as compared to the profits of Rs. 0.38 lacs in the previousyear. The company has gain increase in the sales and the profit this year as compared tothe last year. Although the year under review had been very difficult on account ofadverse business situation in the field of information & technology but theManagement expects & is working hard for better results in the current year 2016-17and is taking necessary steps within its power to explore all the possibilities.
In order to plough back the entire profit into business your Directors do notrecommend any dividend for the year under review.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2015-16 the Company held 4 board meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. Theprovisions of Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 were adhered to while considering the time gap between twomeetings.
|Date of Meeting ||Board Strength ||No. of Directors Present |
|28th May 2015 ||4 ||4 |
|13 th Aug 2015 ||4 ||4 |
|10th Nov 2015 ||4 ||4 |
|12th Feb 2016 ||4 ||4 |
One Separate Meeting of the Independent Director was held on 12th February2016.
DECLARATION BY INDEPENDENT DIRECTORS
Declaration by the Independent Directors has been received as per the provisions of Sec149 (6) of the Companies Act 2013 and taken on record by the Board. Mr. Ashok ArthurJaipal & Mr. Shree Kumar Narayan who are proposed to be appointed on this AnnualGeneral Meeting subject to approval of shareholders have too provided Declaration.
The formal annual evaluation of the Board and individual directors has been carried outas contemplated under the code for Independent Directors in Schedule VI to the CompaniesAct 2013 as per the criteria laid down by the Nomination & Remuneration Committee ofthe Board.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Shree Kumar Narayan & Mr. Ashok Arthur Jaipal were appointed asAdditional Directors on 13th April 2016.
Mr. Rohit Taparia Company Secretary & Compliance Officer resigned w.e.f. 31stMay 2015. Miss Noshin Thanawala who was appointed as Company Secretary & ComplianceOfficer w.e.f. 1st June 2015 resigned w.e.f. 15th February 2016.Ms. Kshama Wazkar was later appointed as Company Secretary and Compliance Officer w.e.f.13th April 2016.
Mr. K.S. Govindarajan was appointed as Chief Financial Officer (C.F.O.) oftheCompany w.e.f. 28th May 2015 and continues to be the Chief Financial Officer(C.F.O).
BSE Ltd. had suspended trading in securities of the Company due to Surveillancemeasures w.e.f. 27th August 2015. Though the suspension of trading insecurities was revoked by BSE Ltd. w.e.f. 1st December 2015.
The Company during the year had faced damages and loss of some records data& documents at the Registered Office of the Company due to heavy rains & floods inChennai. The Company had taken note of the same in the Board Meeting held on 12thFebruary 2016 & the management is taking necessary steps to recollect & restorethe data & records
M/s. Vivekanandan Associates Chartered Accountants Chennai [Firm Registration No.05268S] the Statutory Auditors of the Company were appointed by the Shareholders at theirmeeting held on 27th September 2014 for a period of 5 years i.e. uptoconclusion of 33rd Annual General Meeting subject to ratification byShareholders at every Annual General Meeting as per the provisions of the Companies Act2013 ('Act'). Pursuant to the Act Members are requested to consider ratification of theirappointment and authorised the Board of Directors including Audit Committee thereof to fixtheir remuneration for the Financial Year 2016-17. In this regard the Company hasreceived a Certificate from the Auditors to the effect that their appointment as Auditorscontinues to be in accordance with the provisions of the Act.
Pursuant to Section 204 ofthe Companies Act 2013 Ms. Nivya Mandawat PracticingCompany Secretary was appointed in the Board Meeting held on 13th April 2016to perform Secretarial Audit for the year 2015-2016. The Secretarial Audit Report isannexed in this Annual Report (Annexure B).
OBSERVATION OF AUDITOR
There are no adverse remarks made by the Auditors in their respective reports.
OBSERVATION OF SECRETARIAL AUDITOR
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. Certain observations made in the report with regard to non -updating of policy was mainly due to ambiguity and uncertainty of the applicability of thesame. The Board of Director has rectified the other observation regarding tonon-appointment of Internal Auditor & Company Secretary by appointing them. Howeverthe company would also ensure in future that all the provisions are complied with thefullest extent.
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information. (Annexure - A)
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement is hereby confirmed that:
1) That in the preparation of the accounts for the financial year ended 31stMarch 2016; the applicable accounting standards have been followed along with properexplanation relating to material departures.
2) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of the yearand of the profit of the Company for the year under review.
3) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
4) That the Directors have prepared the accounts for the year ended 31stMarch 2016 on a going concern basis.
5) Had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively; and
6) Had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under Clause-3 of Rule 8 of the Companies (Accounts) Rules2014 are provided in Annexure-E to the Directors' Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year 2015-16 the company has not given any loans or guarantees coveredunder the provisions of section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
The Company has not entered into contract with related parties within the meaning ofSection 188(1) of the Companies Act 2013 read with Rule 15 of the Companies (Meetings ofBoard and its Powers) Rules 2014.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with reference tofinancial statements and such controls are adequate and are operating effectively.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Nomination & Remuneration Committee of the Board has laid down the policy onDirector's appointment remuneration and criteria for determining qualificationsindependence of directors etc in Nomination and Remuneration Policy. The Nomination andRemuneration Policy under Section 178(3) of the Companies Act 2013 is annexed in thisAnnual Report (ANNEXURE C). The details of payment of remuneration paid toExecutive Non- Executive and Independent Directors are disclosed in Nomination andRemuneration Committee of the Corporate Governance Report.
During the year under review the Company has not accepted any fixed deposits from thepublic.
PARTICULAR OF EMPLOYEES
The information required pursuant to Section 197(12) of Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given in Annexure D to Director Report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS
A separate report on the Corporate Governance and Management Discussion Analysis forthe year under review as stipulated under Schedule V to the SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 has been attached in a separate section as partof this annual report.
Your Directors would like to take this opportunity to express sincere gratitude for theassistance and co-operation from the employees Bankers Customers Vendors andShareholders during the year under review.
For and on behalf of the Board of Directors
Chairman & Managing Director
Date: 12th August 2016