The Directors are pleased to present the 24th Annual Report of your company along withthe Audited Financial statements for the financial year ended March 31 2016.
1. FINANCIAL HIGHLIGHTS:
Financial results for the year under review and as well as previous year are asfollows.
|Particulars ||Year Ended 31.03.2016 ||Year Ended 31.03.2015 |
|Revenue from Operations ||850.98 ||757.82 |
|Other income ||114.50 ||0.1 |
|Total income ||965.48 ||757.92 |
|Expenditure ||923.88 ||678.57 |
|PBDIT ||41.60 ||79.35 |
|Depreciation ||(12.66) ||(14.31) |
|Interest ||(0.78) ||(2.66) |
|Profit Before Tax (PBT) ||28.16 ||62.38 |
|Exceptional items ||(855.05) ||- |
|Provision for Tax ||- ||- |
|a. Deferred Tax ||5.99 ||- |
|Profit After Tax (PAT) ||(820.90) ||62.38 |
2. STATE OF COMPANYS AFFAIRS:
During the financial year under review your company has achieved total income of Rs.850.98 lakhs as against the previous year income of Rs. 757.82 lakhs and recorded net lossof Rs. 820.90 lakhs for financial year 2015-16 when compared to a net profit of Rs. 62.38lakhs during the previous .
The Directors of your Company do not recommend any dividend for the financial year2015-16.
4. FIXED DEPOSITS:
The Company has neither accepted nor renewed any deposits from its members and publicfalling within the provisions of Section 73 and 76 of the Companies Act 2013 read withthe Companies (Acceptance of Deposits) Rules 2014 from its member and public during theFinancial Year.
During the year under review Seven board meetings were held. The maximum time gapbetween any two consecutive meetings was within the period prescribed under companies Act2013.
The Board Meeting dates are 30th May 2015 13th August 2015 7th September 2015 31stOctober 2015 13th November 2015 12th February 2016 and 23rd March 2016.
6. BOARD EVALUATION
The Board of Directors has carried out an Annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act. Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. M Sunitha (DIN: 06741426) retires by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment.
8. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from all the Independent Directorsunder Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149 (6).
9. NOMINATION AND REMUNERATION POLICY:
A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 of Companies Act 2013 andto recommend a policy of the Company on directors appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters and to frame proper systems for identification appointment ofDirectors & KMPs Payment of Remuneration to them and Evaluation of their performanceand to recommend the same to the Board from time to time. The policy is also posted in theinvestors section of the companys website.
10. POLICY ON SEXUAL HARASSMENT:
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
During the financial year ended 31st March 2016 the Company has not received anyComplaints pertaining to Sexual Harassment.
11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place an Internal Control System commensurate with the size scaleand complexity of its operations. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.
12. AUDIT COMMITTEE:
Audit Committee of the Company meets the requirements of section 177 of the CompaniesAct 2013. The details of the composition of the Audit Committee as required under theprovisions of Section 177(8) of the Companies Act 2013 is as Follows:
|Mr. G.Nagendra ||- Chairman |
|Mr J S S Murthy ||- Member |
|Mr Rajesh Katragadda ||- Member |
All the recommendations made by the Audit Committee of the Company have been consideredand accepted by the Board of Directors of the Company.
The shareholders in the 22nd Annual General Meeting held on Saturday 27th September2014 approved the appointment M/s. M. Anandam & Co. Chartered Accountants(Registration no.000125S) Hyderabad as the Statutory Auditors of the Company to holdoffice till the conclusion of 25th Annual General Meeting subject to ratification ofshareholders in every Annual General Meeting. Members are requested to ratify the same atthe ensuing Annual General Meeting of the company; in accordance with section 139 of theCompanies Act 2013.
The Audit Report issued by the Statutory Auditors for the financial year ended 31stMarch 2016 form part of this Report. There are some qualifications reservations oradverse remarks made by the Statutory Auditors which requires explanation or comments fromthe Board.
14. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee has appointedM/s. Teja & Sai Chartered Accountants Hyderabad as the Internal Auditors of yourCompany for the financial year 2016-17
The Internal Auditors are submitting their Reports on quarterly basis pursuant to theprovisions of section 138 and rule 13 of companies (Accounts) rules 2014.
15. RISK MANAGEMENT:
The Board of Directors of the Company has formed a risk management committee to frameimplement and monitor the risk management plan for the Company. The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. The development and implementation ofrisk management policy has been covered in the management discussion and analysis whichforms part of this report.
16. VIGIL MECHANISM:
Pursuant to the provisions of section 177 (9) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (meetings of board and its powers)Rules 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) the Company has framed a Whistle Policy to deal with instance of fraud andmismanagement if any in the Group. The details of the Policy are explained in theCorporate Governance Report and also posted on the website of the Company.
17. CHANGE OF NAME:
Your company as per the suggestion of The Board of Directors and approved by theshareholder in the 23rd Annual General Meeting has changed the name of the company from"VJIL CONSULTING LIMITED" to "ATHENA GLOBAL TECHNOLOGIES LIMITED" asthe new name of the Company emphasis more on the business of the Company.
18. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 and onthe basis of secretarial audit received from the practicing company secretary and subjectto disclosures in the Annual Accounts as also on the basis of the discussion with theStatutory Auditors of the Company from time to time and to the best of their knowledgeand information furnished the Board of Directors states:
i. That in preparation of the Annual Accounts for the year ended 31st March 2016; allthe applicable Accounting Standards Prescribed by the Institute of Chartered Accountantsof India have been followed along with proper explanation relating to material departuresif any.
ii. That the Directors have adopted such accounting policies as selected inconsultation with Statutory Auditors and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year ended 31st March
iii. 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.
iv. That the Annual Accounts for the year ended 31st March 2016 has been prepared ona going concern basis.
v. Those proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
vi. Those systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
19. CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to the provisions of section 135 (1) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Corporate social responsibilitypolicy) Rules 2014 (including any statutory or re- modification(s) enactment thereof forthe time being in force) corporate social responsibility is not applicable to theCompany.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not provided any loan to any person or body corporate or given anyguarantee or provided security in connection with such loan or made any investment in thesecurities of anybody corporate pursuant to Section 186 of the Companies Act 2013. TheCompany has given advance against salary to some employees in terms of the applicablepolicies of the Company.
21. MATERIAL COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no commitments affecting the financial position of the Company whichhave occurred between the end of the financial year of the Company to which the financialstatements relate and the date of the
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
a. Your company has taken adequate internal control procedures by which the cost ofelectricity shall be identified with project and the company will provide an incentive forthe concerned department which consumes optimum power.
No additional investments for reduction of Energy consumption were taken up during theyear under review.
b. Technology absorption : Not Applicable
|Foreign Exchange Earnings & Outgo: || ||Figures in (000) |
| ||2015-16 ||2014-15 |
|Foreign Exchange Earnings ||8.51 ||7.58 |
|Foreign Exchange Outgo ||2.61 ||1.99 |
23. MANAGEMENT DISCUSSION AND ANALYSIS:
Aspects of Management Discussion and Analysis are enclosed as "Annexure-I"to this report.
24. RELATED PARTY TRANSACTIONS:
Company has entered into the Related Party Transactions during the year enclosed in theformat of AOC-2 in "Annexure-II"
25. CORPORATE GOVERNANCE:
Since the paid up capital of the Company is less than 10 Crores and the net worth ofthe Company is less than 25 Crores the provisions of Regulations 17 18 19 20 21 2223 24 25 26 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and Para CD & E of Schedule V of the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to the Company.
26. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules framedthere under the Board of Directors on recommendation of the Audit Committee appointedM/s P S Rao and Associates Practicing Company Secretaries to undertake the SecretarialAudit of the Company. The secretarial audit report issued by M/s P S Rao & AssociatesPracticing Company Secretaries for the financial year ending 31st March 2016 is given inthe Form No. MR - 3 as "Annexure-III" attached hereto and forms part ofthis Report. There are no qualifications reservations or adverse remarks made by thesecretarial auditor and the observation made is self explanatory and requires no furtherexplanation from the Board.
27. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith as "Annexure -IV" to this report
28. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is herewith annexed as Annexure-V to this report andRule 5 (2) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 No employee of your company is in receipt of remuneration exceeding Rs.8 50000 permonth or Rs. 120 00000 per annum during the Financial Year
Your Directors place on record their appreciation for the co-operation and supportfrom The Bankers Financial Institutions the stockiest and distributors Supplier andCustomers.
Your Directors would also like to place on record their sincere appreciation andgratitude to the Shareholders Central and State Government agencies etc for their Supportand co-operation. Your Directors express their heartfelt gratitude to the Employees fortheir exceptional commitment and loyalty to the Company.
| ||By order of the Board of Director || |
| ||ATHENA GLOBAL TECHNOLOGIES LIMITED || |
| ||Sd/- ||Sd/- |
|Place: Hyderabad ||M. Satyendra ||M Sunitha |
|Date:12.08.2016 ||Managing Director ||Director |