TO THE MEMBERS
Your Directors are pleased to present Twenty Ninth Annual Report Audited FinancialStatements and the report on Companys business and operations for the financial yearended 31st March 2016.
RESULTS OF OPERATIONS
The Results of operations of the Company for the year ended 31st March 2016 aresummarised below:
| || || || ||H in lakh |
| ||COMPANY ||GROUP |
|Particulars ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Income from Operations ||6860 ||6397 ||8958 ||7268 |
|Other Income ||163 ||101 ||87 ||74 |
|Total Revenue ||7023 ||6498 ||9045 ||7342 |
|Profit Before Finance costs and Depreciation ||1627 ||2046 ||2866 ||2667 |
|Finance Costs ||72 ||47 ||72 ||83 |
|Depreciation And Amortisation ||524 ||446 ||1230 ||1071 |
|Profit Before Tax ||1031 ||1553 ||1564 ||1513 |
|Tax Expense ||336 ||63 ||401 ||63 |
|Profit After Tax ||695 ||1490 ||1163 ||1450 |
|Earnings Per Share of H10/- each || || || || |
|Basic ||12.34 ||26.44 ||20.65 ||25.72 |
|Diluted ||12.32 ||26.44 ||20.60 ||25.72 |
OPERATIONAL AND FINANCIAL PERFORMANCE
has earned an operational income of H6860 lakh DagainstURING the year ended 31st March2016 the CompanyH6397 lakh for the previous year registering a growth of 7.23% year onyear. The Profit Before Tax for the current year is H1031 lakh against H1553 lakh for theprevious year. The Shareholders Funds as on 31st March 2016 have increased to H7646 lakhfrom H6149 lakh as on March 31st 2015. The year 2015-16 has been remarkable year for theCompany where the Company was awarded a Contract for H242 crore from ONGC Limited forconducting 3D Seismic Data Acquisition in the KG Basin of Andhra Pradesh State the highestvalue contract in the Indian seismic industry followed by another contract for H102.42crore from Oil India Limited for conducting 2D Seismic Survey in the states of Assam &Arunachal Pradesh. The operations in KG Basin commenced in December 2015 as at the closureof the financial year the Company has sizable orders on hand. The Companyscompetencies in execution of the contracts made it possible to compete to achieve theawards for 6 out of 11 sectors with an estimated contract value of H1482 crore forconducting 2D Seismic Data Acquisition for ONGC Ltd in June 2016. These are the contractswith longer duration to be completed over a period of 3 years. Having such sizable orderson hand for execution your Directors are of the opinion that the Company will achieve itsbest performances in the forthcoming years.
During the year ended 31st March 2016 the total operations of the Group achieved anoperational Income of H8958 lakh against 7268 lakh in the previous year registering an YOYgrowth of 23%. The sharp volatility in oil prices continues to make the internationalmarkets for seismic data acquisition subdued. Profit After Tax of the Group for the yearis H1163 lakh and the Shareholders Funds as on March 31st 2016 increased to H10577 lakhagainst H8383 lakh as on March 31st 2015. The international subsidiary of the group ismaking its best efforts for expanding its operations.
In pursuance of the approval of the Members at the Extra Ordinary General Meeting heldon 11th November 2015 730000 warrants at an issue price of H513.62p have been issued tothe promoter and promoter group on preferential basis. Each warrant is entitled to beconverted into One Equity share of H10/- at a premium of H503.62p with in a period of 18months from the date of allotment at the option of the Allottee on the payment ofremaining 75% of the issue price of the warrant.
Board of Directors are pleased to recommend a dividend at the rate of H2/- per Equityshare of H10/- each for the financial Year 2015-16 for the approval of the Members at29th Annual General Meeting of the Company. The Dividend if approved will be paid to thoseshareholders whose names appear on the register of the members of the Company as on 23rdSeptember 2016.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated inRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented as a separate section forming part of the Annual Report.
The Company has one 100% owned Subsidiary Alphageo International Limited incorporatedin Jebel Ali Free Zone Area in Dubai and one 100% owned First Level Step Down SubsidiaryAlphageo DMCC incorporated under Dubai Multi Commodities Center (DMCC) Regulations. AStatement containing salient feature of the Financial and Operational information of theSubsidiaries is provided in Form AOC-1 as Annexure-1 to this report. The ConsolidatedFinancial Statements presented by the Company include the financial results of theseSubsidiary Companies. Pursuant to Section 136 of the Companies Act 2013 the FinancialStatements of the Subsidiaries are available on the website of the Company and also willbe made available upon the request by any member of the Company.
During the year there were no Companies which have become or ceased to be theSubsidiaries Joint Ventures or Associate Companies of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Accounting Standard -21 notified under the Companies Act 2013("Act") and Section 129(3) of Companies Act 2013 on consolidated financialstatements and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Consolidated Financial Statements of the Company and its Subsidiaries for the yearended 31st March 2016 have been prepared and the same together with Auditors Reportthereon form part of this Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year ended 31st March 2016 the Board of Directors has met five times on25th May 2015 10th August 2015 13th October 2015 12th November 2015 and 10th February2016.
DIRECTORS RESPONSIBILITY STATEMENTS AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT2013
Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto Directors Responsibility Statement it is hereby confirmed that: (i) in thepreparation of the Annual Accounts for the year ended 31st March 2016 the applicableAccounting Standards read with requirements set out under Schedule III to the CompaniesAct 2013 have been followed and that there are no material departures from the same;(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2016 and of the profitfor the year ended on that date; (iii) the Directors have taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (iv) the Annual Accounts for the year ended 31stMarch 2016 have been prepared on a going concern basis; and
(v) internal financial controls have been laid down and such controls are adequate andoperating effectively; (vi) the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating efficiently.
(vii) there are no instances of frauds involving the officers or employees of theCompany reported by the Auditor under section 143(12) of the Act during the year ended31st March 2016.
The primary objective of the Audit Committee is to oversee the Companys financialreporting process and the disclosure of financial information to ensure that the financialstatement is correct sufficient and credible. The Audit Committee of the Board currentlyheaded by an Independent Director as Chairperson and another 2 Independent Directors andone Promoter Director as Members of the Committee. The Committee meets regularly todischarge its terms of reference effectively and efficiently. During the year there wereno instances where the recommendations of the Audit Committee were not accepted by theBoard. The details of Composition scope terms reference of the Audit Committee are indetail provided in Corporate Governance Report forming part the Directors Report.
The present auditors M/s. PVRK Nageswara Rao & Co. Chartered AccountantsHyderabad at the 27th Annual General Meeting held on 26th September 2014 were appointedas Auditors of the Company from the conclusion of 27th Annual General Meeting till theconclusion of 30th Annual General Meeting of the Company subject to ratification of theirappointment as such by the Members at the Annual General Meeting of the respective year incompliance with provisions of Section 139 142 and applicable provisions of the CompaniesAct 2013. The Auditors have confirmed that they are not disqualified from there-appointment and their re-appointment if made is within limits under section 141(3)(g)of the Companies Act 2013. Accordingly the appointment of present auditors as Auditorsof the Company is placed for ratification by Shareholders.
STATUTORY AUDITORS REPORT ON FINANCIAL STATEMENTS
The Auditors report on financial statements standalone and consolidated for theyear ended 31st March 2016 does not contain any qualifications reservations or adverseremarks.
PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
During the year the Company has not extended any loans guarantees or investments interms of Section 186 of the Companies Act 2013. The interest bearing loan of US$1300000 extended to the 100% owned Subsidiary of the Company in earlier year has beenrepaid in full in satisfaction of the terms attached to the loan.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION(1) OF SECTION 188 OF THE COMPANIES ACT 2013
In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onCompanys website URL at http://www.alphageoindia.com/pdf/RELATED%20PARTY%20TRANSACTIONS%20POLICY.PDF. The Policy intends to ensure that properreporting approval and disclosure processes are in place for all transactions between theCompany and Related Parties.
All contracts and transactions entered by the Company during the financial year withrelated parties were on arms length basis in the ordinary course of business andwere with the approval of the Audit Committee and in compliance with the applicableprovisions of the Act and the SEBI (LODR) Regulations 2015. There are no materiallysignificant related party transactions made by the Company with the Promoters DirectorsKey Managerial Personnel or other designated persons which may have a potential conflictwith the interest of the Company during the year.
The Particulars of such transactions with related parties have been disclosed in thefinancial statements as required under Accounting Standard-18- Related Party Disclosuresand as specified under section 133 of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014 are given at Note. 27.II.10 of Notes on FinancialStatements annexed to this Report.
During the year there were no contracts or arrangements or transactions entered intowith the related parties other than at arms length price and there were no materialand significant transaction at arms length price with the related parties.Accordingly there were no transactions during the year ended 31st March 2016 required tobe reported in Form AOC-2 of the Companies (Accounts) Rules 2014.
TRANSFER TO RESERVES
During the year no amount has been proposed to transfer/ appropriated to any of thereserves and the entire surplus for the year ended 31st March 2016 is continued to beretained as Balance in Profit and Loss Account.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company is committed to fulfil its Corporate Social Responsibility obligations andformed a Corporate Social Responsibility Committee currently consisting Two IndependentDirectors and One Promoter Director of the Company. The Company has formulated and adopteda policy for this purpose and the same is available at URL http://www.alphageoindia.com/pdf/CORPORATE%20SOCIAL%20 RESPONSIBILITY%20POLICY.PDF forinformation of the Members.
However due to incurring of losses for the years from 2010-11 to 2012-13 the Companyis not obligated with mandatory spending on CSR Activities for the year 2015-16 as per theapplicable provisions of the Companies Act 2013. Even then the Company is in the processof identifying the beneficiaries for its non-mandatory CSR Activities. Accordingly theCompany is of the view that the disclosure of information is not required to be furnishedas an Annual Report on CSR Activities for the year 2015-16.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year pursuant to provisions of Section 203 and other applicable provisionsof the Companies Act 2013 Ms. Meenakshi Naag has been appointed as Company Secretary ofthe Company.
Mr. Rajesh Alla retired by rotation has been re-appointed as Director of the Company atthe 28th Annual General Meeting held on 28th September 2015.
WHOLE TIME DIRECTORS
Mrs. Savita Alla Director of the Company has been appointed as Joint Managing Directorof the Company for a period of 3 years with effect from 25th May 2015. The Membersapproved her appointment at the 28th Annual General Meeting held on 28th September 2015 ofthe Company.
VACATION OF OFFICE
Mr. Srinivas Reddy Ravula has ceased to be Director of the Company w.e.f. April 1st2016 in compliance with the provisions of Section 167 of the Companies Act 2013. He wasDirector of the Company since the inception of the Company i.e. 01.07.1987. The Boardrecorded its appreciation for his contributions and guidance to the Board during his longtenure in office of Directorship.
PARTICULARS OF REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
Particulars of Remuneration to Directors and Key Managerial Personnel as required underRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended are given in Annexure-2 and forms part of this Report.
PARTICULARS OF REMUNERATION TO EMPLOYEES
As there was no employee who was in receipt of remuneration of not more thanH10200000/- if employed throughout the year or H850000/- per month if employed for apart of the year during the year ended 31st March 2016 the particulars as requiredunder Rule 5(2) read with Rule 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended are not given.
Pursuant to the applicable provisions of the Companies Act 2013 and SEBI ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors and the working of its Committees. The Boardsfunctioning was evaluated on various aspects including inter alia degree of fulfillmentof key responsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.
The performance of the Board was evaluated based on a criterion that includes aspectslike composition and structure of the Board effectiveness of the Board processinformation and functioning of the Board etc. Evaluation of the Committees performance wasbased on the criteria like composition its terms of the reference and effectiveness ofcommittee meetings etc. Individual Directors performance evaluation is based ontheir preparedness on the issues to be discussed meaningful and constructive discussionsand their contribution to the Board and Committee meetings. The Chairperson was evaluatedmainly on key aspects of his role. These performance exercises were conducted seekinginputs from all the Directors / Committee Members wherever applicable. The evaluationprocess was carried out internally in FY 2015-2016 each Board member completed aquestionnaire on the other Board members for peer evaluation and a questionnaire toprovide feedback on Board its Committees and their functioning. The Directors wereevaluated on parameters such as level of engagement and participation flow ofinformation independence of judgment conflicts resolution attendance contribution atBoard/Committee Meetings and guidance/support to the Management outside Board/ CommitteeMeetings and their contribution in enhancing the Boards overall effectiveness.
The Nomination and Remuneration Committee reviewed the performance of the individualdirectors. A separate meeting of the individual directors was also held to review theperformance of Non-independent directors performance of the Board as a whole andperformance of the Chairperson of the Company taking into account the views of all theDirectors.
The peer rating on certain parameters positive attributes and improvement areas foreach Board member was also provided to them in a confidential manner. The feedbackobtained from the interventions was discussed in detail and where required independentand collective action points for improvement were put in place.
DISCLOSURE BY INDEPENDENT DIRECTORS
Pursuant to and in compliance with the provisions of Section 149(7) of the CompaniesAct 2013 every independent director is providing the declaration conforming meeting thecriteria of independence as provided 149(6) of the Act and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
Nomination and Remuneration Policy of the Company for appointment and remuneration ofDirectors Key Managerial Personnel and Other employees including criteria for determiningqualifications position attributes and directors independence on therecommendation of Nomination and Remuneration Committee of the Board has been framed bythe Board of the Directors and the same is available on website of the Company at URL:http://www.alphageoindia. com/pdf/ REMUNERATION%20AND%20NOMINATION%20 POLICY.PDF. Theappointment of Key Managerial Personnel and revision of the remuneration to Whole TimeDirectors from time to time is in compliance with the policy.
It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees during the year ended March 31st 2016 is in accordance with theRemuneration Policy of the Company.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
The Companies Act 2013 and SEBI Listing Regulations have strengthened the governanceregime in the country. The Company is in compliance with all the provisions of CorporateGovernance as stipulated in the Regulations under Chapter IV of SEBI Listing Regulations.The Corporate Governance Report is presented as a separate section forming part of theAnnual Report. A requisite Certificate from the Auditors of the Company confirmingcompliance with the conditions of corporate governance is attached to the report oncorporate governance.
The Company continuously monitors and addresses potential industrial businessfinancial and other risks that affect operations and functioning of the Company. TheCompanys policy on risk management is provided in the Management Discussion andAnalysis Report forming part of the Directors Report.
WHISTLE BLOWER/VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and Employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Companys Code of Conduct or Ethics Policy. ThePolicy provides for adequate safeguards against victimisation of Employees who avail ofthe mechanism and also provides for direct access to the Chairman of the Audit Committee.It is affirmed that no personnel of the Company has been denied access to the AuditCommittee. The Whistle Blower Policy has been posted on the website of the Company at URL:http:// www.alphageoindia.com/pdf/WHISTLE%20BLOWER%20 POLICY%20 VIGIL%20MECHANISM.PDF
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. The policy aims to provideprotection to Employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where Employees feel secure. The Policy forPrevention Prohibition and Redressal of Sexual Harassment at work place has been postedon the website of the Company at URL: http://www.alphageoindia.com/pdf/Policy%20for%20Prevention%20and%20Prohibition%20of%20Sexual%20Harassment%20 of%20Women%20at%20Workplace.PDF.
The Company has also constituted an Internal Complaints Committee to enquire intocomplaints of sexual harassment and recommend appropriate action. During the FinancialYear 2015-16 no complaints of sexual harassment were received under "The SexualHarassment of Women at Work Place (Prevention Prohibition and Redressal) Act 2013".
Pursuant to provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s. D. Hanumanta Raju & Co. Practicing Company Secretaries as SecretarialAuditors for the year 2015-16 and the Audit Report for the year 2015-16 issued by them isprovided as Annexure -3 to this Report. The Secretarial Audit Report does not contain anyreservation qualification or adverse remark.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 of the Companies Act 2013 read with Rule 12of Companies (Management and Administration) Rules 2014 an Extract of Annual Return ason the financial year ended on 31st March 2016 is provided as Annexure-4 to this Report.
The Company has not accepted any deposits covered under Chapter V of Companies Act2013 and also any other deposit which is not in compliance with the requirements ofChapter V of the Companies Act 2013.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference topreparation of financial statements and the same are operating efficiently and nodeficiencies have been observed during the year.
EMPLOYEES STOCK OPTION SCHEME
The Company has issued Stock Options to the Employees under the Scheme "AlphageoESOS 2008". Out of total Stock Options Authorised as on 31st March 2016 235067Stock Options are available for granting to the Employees. The Stock options grantedearlier in terms of the issue were lapsed and there are no enforceable stock optionsoutstanding as on 31st March 2016.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134 (3) (m) of the Companies Act 2013(Act) read with the Companies (Accounts) Rules 2014 are: a. Conservation of Energy :Not Applicable b. Technology Absorption : NIL c. Foreign Exchange Earnings andOutgo:
The Particulars of Foreign Exchange Earnings and outgo during the year are given atClause 27.II.15 27.11.16 and 27.II.18 of the Notes forming part of Financial Statementsfor the year 2015-16.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to provisions of Section 124 of Companies Act 2013 the declared dividendstransferred to Unpaid Dividend Accounts of the Company which remain unclaimed for aperiod of seven years from the date of such transfer will be transferred to the InvestorEducation and Protection Fund (IEPF) established by the Central Government of Indiapursuant to Section 125 of the Companies Act 2013. Pursuant to the provisions of Section124(2) the Company has uploaded the details of unclaimed amount of dividend as on 31stMarch 2015 on the Ministry of Corporate Affairs website.
During the year no significant and material orders were passed by the regulators orcourts or tribunals on the Company impacting the going concern status and Companysoperation in future.
During the year there was no change in the nature of business of the Company.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain an industry leader. The Directors appreciateand value the contributions made by every member of the Alphageo family. The Directorsalso take this opportunity to thank all Investors Clients Vendors Banks Government andRegulatory Authorities and Stock Exchanges for their continued support.
| ||For and on behalf of the Board |
| ||Dinesh Alla ||Savita Alla |
|Hyderabad ||Managing ||Joint Managing |
|01.08.2016 ||Director ||Director |
ANNEXURE-1 TO DIRECTORS REPORT
(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)
Statement containing salient features of the Financial Statement of Subsidiaries forthe year ended 31st March 2016
| || || ||(Amount in Rupees) |
|Sl. No. ||Particulars ||Alphageo International Limited Dubai ||Alphageo DMCC Dubai |
|1 ||The Date since when Subsidiary was acquired ||10th June 2010 ||30th January 2011 |
|2 ||Reporting currency ||USD ||USD |
|3 ||Exchange rate as on 31.03.2016 ||67.6166 ||67.6166 |
|4 ||Share Capital ||192575255 ||3666848 |
|5 ||Reserves & surplus ||(643981) ||236072337 |
|6 ||Total assets ||192209179 ||445455659 |
|7 ||Total liabilities ||277904 ||18292184 |
|8 ||Investments (Excluding Investment in Subsidiary) ||NIL ||NIL |
|9 ||Turnover ||5919225 ||227449666 |
|10 ||Profit before taxation ||(529303) ||53776361 |
|11 ||Provision for taxation ||NIL ||NIL |
|12 ||Profit after taxation ||(529303) ||47041342 |
|13 ||Proposed dividend ||NIL ||NIL |
|14 ||% of Shareholding by Holding Company ||100 ||100 |
Note: Alphageo DMCC Dubai is 100% owned Subsidiary of Alphageo InternationalLimited and First Level Step down Subsidiary of Alphageo (India) Limited.
ANNEXURE-2 TO DIRECTORS REPORT
Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014
|1 ||Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year |
| ||Name of the Executive Director ||Ratio to Median ||% of increase in remuneration |
| ||Mr. Dinesh Alla ||39.33 ||Note-1 |
| ||Mrs. Savita Alla ||8.05 ||Note-2 |
| ||Note-1: Remuneration as approved by the Members at the AGM held on 26th Sept 2014 for the period from 21st August 2014 to 20th August 2016 is being paid. Hence there is no increase in remuneration during the year. |
| ||Note-2: Remuneration is being paid from May 25th 2015. Hence the increase in remuneration could not be ascertainable. |
|2 ||Percentage increase in remuneration of Non-Executive Director and Key Managerial Personal: |
| || ||Ratio to Median ||% of Increase |
| ||Non-Executive Directors: ||Non-Executive Directors and Independent ||Not Applicable |
| ||Z.P. Marshall Chairperson- Independent Director ||Directors were paid only Sitting Fees for attending meetings of the Board and Committees of the Board. Hence Ratio to Median is not applicable || |
| ||Rajesh Alla Director || || |
| ||Srinivas Reddy Ravula Director || || |
| ||Ashwinder Bhel Independent Director || || |
| ||Mohan Krishna Reddy Independent Director || || |
| ||Key Managerial Personnel: || || |
| ||Venkatesa Perumallu Pasumarthy Chief Financial Officer ||Not Applicable ||7.04% |
| ||Meenakshi Naag Company Secretary ||Not Applicable ||Appointed for part of the year |
|3 ||The percentage increase in median remuneration of employees in the financial year 2015-16: 11.56% |
|4 ||No. of Permanent Employees on the rolls of the Company during 2015-16: 99 Nos. |
|5 ||Average percentile increase already made in the Salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there any exceptional circumstances for increase in the managerial remuneration: |
| ||The percentage increase in the salaries of the employees other than managerial personnel in financial year 2015-16 was 11.56%. The corresponding increase in remuneration to Managing Director and Joint Managing Director is not applicable for the current year as explained at Notes given at Item No.1 above. The increments given to employees are based on their individual potential performance and contribution to the Company. |
|6 ||Affirmation that the remuneration is as per the Remuneration Policy of the Company: |
| ||It is hereby affirmed that the remuneration to Directors and Key Managerial Personnel for the year 2015-16 was as per the terms of the appointment and remuneration policy of the Company. |
ANNEXURE-3 TO DIRECTORS REPORT
Form No. MR-3
SECRETARIAL AUDIT REPORT
For the financial year ended 31st March 2016
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
Alphageo (India) Limited
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ALPHAGEO (INDIA) LIMITED(hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.
Based on our verification of the Companys books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorised representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on March 31 2016 complied withthe statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance mechanism in place to the extent in the manner and subject tothe reporting made hereinafter. We have examined the books papers minute books formsand returns filed and other records maintained by the Company for the financial year endedon March 31 2016 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the Rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the Rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the period of audit).
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable to the Company during the period of audit); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the period of audit)
(i) The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015
(vi) As per the representations and explanations give by the Management and Officers ofthe Company there are no industry specific laws applicable to the Company as the Companyfalls under service sector. We have also examined compliance with the applicable clausesof the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India andnotified under Companies Act 2013 with effect from 1st July 2015.
(ii) The Listing Agreements entered into by the Company with BSE Limited and NationalStock Exchange of India Limited (NSE).
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
WE FURTHER REPORT THAT
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decisions are carried through while the dissenting Board members viewsif any are captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. We further report that during theaudit period the Company has no specific events / actions having a major bearing on theCompanys affairs in pursuance of the above referred laws rules regulationsguidelines standards etc. referred to above.
| ||For D. Hanumanta Raju & Co |
| ||Company Secretaries |
| ||CS Shaik Razia |
|Place: Hyderabad ||Partner |
|Date : 26.07.2016 ||FCS: 7122 CP NO: 7824 |
This report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.
Alphageo (India) Limited
Our report of even Date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Where ever required we have obtained the Management
Representation about the compliance of laws rules and regulations and happening ofevents etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness and with which the management hasconducted the affairs of the Company.
| ||For D. Hanumanta Raju & Co |
| ||Company Secretaries |
| ||CS Shaik Razia |
|Place: Hyderabad ||Partner |
|Date : 26.07.2016 ||FCS: 7122 CP NO: 7824 |