Your Directors are pleased to present the 23rd Annual Report of your company togetherwith the Audited Balance Sheet and Statement of Profit and Loss of the company for thefinancial year ended 31.03.2015.
1. FINANCIAL HIGHLIGHTS:
Financial results for the year under review and as well as previous year are asfollows.
(Rupees in Lakhs)
|Particulars ||Year Ended 31.3.2015 ||Year Ended 31.3.2014 |
|Revenue from Operations ||757.82 ||642.07 |
|Other income ||0.1 ||0.12 |
|Total Income ||757.92 ||642.19 |
|Expenditure ||678.57 ||1173.68 |
|PBDIT ||79.35 ||(530.47) |
|Depreciation ||(14.31) ||(22.00) |
|Interest ||(2.66) ||-- |
|Profit Before Tax (PBT) ||62.38 ||(552.47) |
|Provision for Tax ||-- ||-- |
|Profit After Tax (PAT) ||62.38 ||(552.47) |
2. STATE OF COMPANY'S AFFAIR:
During the financial year under review your Company has achieved total income of Rs.757.92 lakhs as against the previous year income of Rs. 642.19 lakhs and recorded netProfit of Rs. 62.38 lakhs for financial year 2014-15 when compared to a net loss of Rs.552.47 lakhs during the previous year
Due to Inadequate of profit the directors of your Company do not recommend anydividend for the financial year 2014-15.
4. FIXED DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the provisionsof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from the its member and public during the Financial Year.
During the year under review six board meetings were held on 14th May 2014 30th May2014 14th August 2014 27th September 2014 06th November 2014 and 10th February 2015.The maximum time gap between any two consecutive meetings was within the period prescribedunder companies Act 2013.
The Company has one wholly owned subsidiary i.e M/s Mercury Outsourcing Managementlimited
Mercury outsourcing Management Limited has 2 subsidiaries as follows:
Mercury Outsourcing Management Limited -USA Mercury Outsourcing Management Limited -UK
Further Mercury Outsourcing Management Limited and there foreign subsidiaries has notcarried out any operations in this financial year.
The Statement containing the salient feature of the financial statement of subsidiariesas per subsection (3) of Section 129 of the Companies Act 2013 in Form AOC-1 is herewithannexed as 'Annexure I' to this report.
7. BOARD EVALUATION
The Board of Directors evaluated the annual performance of the Board as a whole itscommittee's and the directors individually in accordance with the provisions of theCompanies Act 2013 and Clause 49 of the Listing Agreement in the following manner:
i. Structured evaluation forms as recommended by the Nomination and RemunerationCommittee after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance for evaluation of the performance of the Board itsCommittee's and each director were circulated to all the members of the Board along withthe Agenda Papers.
ii. The members of the Board were requested to evaluate by filling the evaluation formsand the duly filled in evaluation forms were required to be sent to the Company Secretaryin a sealed envelope or personally submitted to the Chairman at the concerned meeting.
iii. Based on the individual evaluation of the Directors the Board initiated adetailed discussion at the concerned meeting on the performance of the Board / Committee/Individual Director and formulated a final collective evaluation of the Board. The Boardalso provided an individual feedback to the concerned director on areas of improvement ifany.
A separate meeting of Independent Directors was held on 10th February 2015 to evaluatethe performance evaluation of the Chairman the Non Independent Directors the Board andflow of information from management.
8. 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) and Clause 49 of the Listing Agreement the Company has a Whistle BlowerPolicy framed to deal with instance of fraud and mismanagement if any in the Group. Thedetails of the Policy are explained in the Corporate Governance Report and also posted onthe website of the Company
9. REMUNERATION POLICY
The Board of Directors on recommendation of the Nomination and Remuneration Committeeframed a Nomination and Remuneration policy for selection appointment and remuneration ofDirectors KMP and Senior Management and matters covered u/s 178(3) of the Companies Act2013. The details of the same are provided in the Corporate Governance Report and indetailed manner are posted in the website of the company
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Satyendra Manchala (DIN: 01843557) retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment
The Board of Directors of the Company on the recommendation of the Nomination andRemuneration Committee co-opted Smt. M.Sunitha and Sri Rajesh Katragadda as anAdditional Director of the Company subject to the approval of the members at the ensuingAnnual General Meeting.
The Company has received requisite notice in writing from the members along withrequisite fees proposing Smt M.Sunitha and Sri Rajesh Katragadda for appointment asDirector.
For Directors seeking appointment/re-appointment in the forthcoming Annual GeneralMeeting of the Company; the particulars as required to be disclosed in accordance withClause 49 (Corporate Governance) of Listing Agreement forms part of Corporate GovernanceReport
11. 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 2015; 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 2015.
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 2015 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. That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively
12. RISK MANAGEMENT
Pursuant to the provisions of section 134 (3) (n) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Accounts) Rules 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force) andClause 49 of the Listing Agreement the Risk management is Not applicable to the Company
13. 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) and Clause 49 of the Listing Agreement
14. STATUTORY AUDITORS
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 Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. There are no qualifications inthe report of the statutory auditors for the year 2014-15.
15. AUDITORS OBSERVATIONS QUALIFICATIONS AND EXPLANATIONS
Auditors have made Qualified opinion in the Auditors Report for which a properexplanation has given in Note No. 20.1 and 32 in notes to financial statement.
16. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee hasreappointed M/s. SVP&CO Chartered Accountants and Hyderabad as the InternalAuditors of your Company. The Internal Auditors are submitting their Reports on quarterlybasis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules2014.
17. 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 modification(s) or re-enactment thereof forthe time being in force) corporate social responsibility is Not applicable to theCompany.
18. 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.
19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report
20. 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 Rs.)
| ||2014-15 ||2013-14 |
|Foreign Exchange Earnings ||757.82 ||642.07 |
|Foreign Exchange Outgo ||198.66 ||200.11 |
21. RELATED PARTY TRANSACTIONS:
Company has entered into the Related Party Transactions during the year enclosed in theformat of AOC-2 in Annexure-II
22. MANAGEMENT DISCUSSION AND ANALYSIS:
Aspects of Management Discussion and Analysis are enclosed as Annexure - III to thisreport
23. CORPORATE GOVERNANCE:
Report on Corporate Governance including Auditor's Certificate on Compliance with thecode of Corporate Governance under Clause 49 of the listing agreement is enclosed asAnnexure - IV to this report
24. 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 and AssociatesPracticing Company Secretaries for the financial year ending 31st March 2015 is given inthe FORM NO: MR - 3 as Annexure-V attached hereto and forms part of this Report. There areno qualifications reservations or adverse remarks made by the secretarial auditor and theobservation made is self explanatory and requires no further explanation from the Board.
25. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in FORM MGT 9 is annexedherewith as "Annexure VI" to this report
26. 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 VII' to this report and Rule 5 (2) Of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Noemployee of your company is in receipt of remuneration exceeding Rs.5 00000 per month orRs. 60 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.
| ||For and on Behalf of the Board |
| ||VJIL CONSULTING LIMITED |
| ||Sd/- |
|Place: Hyderabad ||Satyendra Manchala (Din: 01843557) |
|Date: 07.09.2015 ||Chairman and Managing Director |