Your Directors have pleasure in presenting the Thirty Third Annual Report on thebusiness and operations of your Company and the Audited Accounts for the financial yearended 31st March 2015 together with the Auditors' Report thereon.
Your Company's results for the year in comparison with the previous year are givenbelow in a summarized format:
| || ||Rs. in Lakhs |
|Particulars ||2014-15 ||2013-14 |
|Income from Operations ||4282.14 ||4670.04 |
|Other Income ||57.23 ||83.86 |
|Total Income ||4339.37 ||4753.90 |
|Operating Expenditure ||4124.70 ||4333.93 |
|Profit (Loss) before depreciation & Tax ||214.67 ||419.97 |
|Depreciation ||153.12 ||88.40 |
|Operating Profit (Loss) ||61.54 ||331.57 |
|Prior Period & Exceptional Items ||0 ||21.75 |
|Profit before Tax & Extra-Ordinary Items ||61.54 ||353.32 |
|Extra-ordinary Items ||0 ||0 |
|Tax Expense / (Reversal) ||5.48 ||(31.57) |
|Profit (Loss) after tax ||56.05 ||321.75 |
REVIEW OF OPERATIONS:
During the year under review the Company reported a total income of Rs.4339.37 Lakhsagainst Rs.4753.90 Lakhs in the previous year. The Operating profit amounted to Rs.61.54Lakhs as against operating profit of Rs.331.57 Lakhs in the previous year. The Companyreported profit primarily due to the measures brought in by the management to reduceoperational costs without compromising the ability to earn and grow further.
Your Directors regret to inform that they do not recommend any dividend for thefinancial year 2014-15. INFUSION OF CAPITAL:
During the year under review the Company has not raised funds.
TRANSFER TO RESERVES:
An amount of Rs.56.05 Lakhs was transferred to reserves during the year under review.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act 2013 Mr. Sanjiv Gupta retiresby rotation at the ensuing Annual General Meeting and being eligible has offered himselffor re-appointment.
During the year Mr. Palaniappna Natarajan Managing director of the Company resignedw.e.f. 24thJanuary 2015 and Mr. Ramakrishna L.N. S.V.P. & C.F.O. of theCompany was appointed as Managing Director w.e.f. 24th January 2015. Mr.Prabhakar Rao Kallur SM - Finance of the Company was designated as C.F.O. of the Companyw.e.f. 14th February 2015.
During the year Mr. Shankaraiah Arram resigned from the directorship of the companyw.e.f. 28th May 2014 and Mr. Muthukrishnan Swaminathan was appointed as anadditional director on the board of the company w.e.f. 30th May 2015. Noticein writing under Section 160 of the Companies Act 2013 proposing candidature of Mr.Muthukrishnan Swaminathan and Mr. Ramakrishna L.N. for the office of Director of theCompany has been received to appoint them as Directors of the Company. According to theprovisions of section 149 and 152 of the Companies Act 2013 Mr. MuthukrishnanSwaminathan has given declaration confirming that he meets the criteria of independence asprescribed both under the Act and Clause 49 of the Listing Agreement with the StockExchanges. He is proposed to be appointed as Independent Director for a period of 5 years.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement with the Stock Exchanges.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.
DIRECTORS' RESPONSES ON THE QUALIFICATIONS MADE BY THE STATUTORY AUDITORS IN THEAUDITORS REPORT:
The Board of Directors is of the view that appropriate provisions will be made in thebooks of accounts upon quantification of the diminution in value of investments. The Boardof Directors is resorting to various measures to recover the outstanding debit balancesand to settle statutory dues.
Due to exit of Madras Stock Exchange Ltd shares of the Company were shifted todissemination board of NSE. Consequently Company made direct listing application to BSELimited and got listed therein w.e.f. 4th May 2015.
At the 32ndAnnual General Meeting (AGM) M/s. Nisar & Kumar CharteredAccountants were appointed as Statutory Auditors of the Company to hold office till theconclusion of sixth consecutive Annual General Meeting to be held in the calendar year2019. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditor shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. Nisar & Kumar Chartered Accountants asstatutory auditors of the Company is being placed for ratification by the shareholders.In this regard the Company has received a certificate from the auditors to the effectthat if they are re-appointed it would be in accordance with the provisions of Section141 of the Companies Act 2013.
M/s.P.S.Rao & Associates Practicing Company Secretaries was appointed to conductthe Secretarial Audit of the Company for the financial year 2014-15 as required underSection 204 of the Companies Act 2013 and Rule 9 there-under. The secretarial auditreport for FY 2014-15 forms part of this Report as Annexure -VII. The Board has appointedM/s.P.S.Rao & Associates Practicing Company Secretaries as Secretarial Auditors ofthe Company for the financial year 2015-16.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE OUTGO:
The particulars as required to be disclosed pursuant to Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 are given tothe extent applicable in Annexure-V
RISK MANAGEMENT POLICY:
Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasformulated a policy on the Risk Management. The Risk Management Policy of the Company isposted on Company's website: www.bodhtree.com. Various risks including the risksassociated with the economy regulation competition foreign exchange interest rateetc. are documented monitored and managed efficiently
SUBSIDARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review the company does not have any subsidiaries and jointventures. Though the Company holds more than 20% of total share capital of two othercompanies there is no Significant Influence shown by the Company on affairs of thosecompanies. There were no transactions with those companies during the period under review.Management of the Company is different from that of those two companies. Details in thisregard are mentioned in MGT-9 (Annexure-II).
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
Various Audit Systems in the Company monitors and evaluates the efficacy and adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company. Based on the audit reports companyundertakes corrective actions in respective areas and strengthens the control. Significantaudit observations and corrective actions thereon are presented to the Audit Committee ofthe Board periodically.
The Board of Directors of the Company have adopted various policies like Related PartyTransactions policy Whistle Blower Policy and such other procedures for ensuring theorderly and efficient conduct of its business for safeguarding its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.
NOMINATION AND REMUNERATION POLICY:
A committee of the Board named as stNomination and Remuneration Committee hasbeen constituted to comply with the provisions of section 178 Schedule IV of theCompanies Act and Clause 49 of the Listing Agreement and to recommend a policy of theCompany on directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters and toframe proper systems for identification appointment of Directors & KMPs Payment ofRemuneration to them and Evaluation of their performance and to recommend the same to theBoard from time to time. Nomination and Remuneration Policy of the Company is enclosedherewith as Annexure-VI
FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE INDIVIDUAL DIRECTORSAND OF ITS COMMITTEES:
As required under the provisions of Schedule IV of the Companies Act 2013 theperformance evaluation of independent directors has been done by the entire Board ofDirectors excluding the director being evaluated. The evaluation of all the directors andthe Board as a whole was conducted based on the criteria and framework adopted by theBoard. The Board approved the evaluation results as collated by the nomination andremuneration committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year under review the company does not fall under the purview of provisionsof section 135 read with Schedule VII of the Companies Act 2013. Hence the company hasnot made any contributions towards CSR Activities.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 your Directors' confirm that:
i. In preparation of annual accounts for the financial year ended 31stMarch 2015 the applicable Accounting Standards have been followed along with properexplanation relating to material departures;
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 true andfair view of the state of affairs of the Company at the end of the financial year ended 31stMarch 2015 and of the profit and loss of the Company for the year;
iii. The Directors have taken proper and sufficient care for their maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. The Directors had prepared the annual accounts on a 'going concern' basis;
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
During the year under review Five Board Meetings were held. For further details pleaserefer report on Corporate Governance enclosed herewith.
Committees of Board:
Your company has the following committees namely:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Relationship Committee
4. Risk Management Committee
The constitution of all the committees are as per the Companies Act 2013 and ListingAgreement with Stock Exchanges. The details of the Constitution are mentioned in CorporateGovernance Report which forms part of this Annual Report.
Corporate Governance Report:
Your Company has complied with the requirements of Clause 49 of the Listing Agreemententered with the Stock Exchanges Report on Corporate Governance including Auditor'sCertificate on compliance with the code of Corporate Governance specified under the saidClause is enclosed as Annexure - VIII to this report.
Management Discussion and Analysis:
A brief note on the Management discussion and analysis for the year is enclosed asAnnexure - I to this report. Vigil Mechanism:
In pursuant to the provisions of section 117(9) & (10) of the Companies Act 2013and Clause 49 of the Listing Agreement a Vigil Mechanism for directors and employees toreport genuine concerns has been established. Protected disclosures can be made by awhistle blower to the Chairman of the Audit Committee. The Policy on vigil mechanism maybe accessed on the Company's website at the link:http://www.bodhtree.com/downloads/WhistleBlower Policv.pdf
Remuneration ratio of the directors/ Key Managerial Personnel/ Employees:
Statement showing disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed herewith asAnnexure - III
PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure - III to the Board's report. A statement containing the names of everyemployee employed throughout the financial year and in receipt of remuneration of Rs. 60lakh or more or employed for part of the year and in receipt of Rs. 5 lakh or more amonth under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is enclosed as Annexure - III to the Board's report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of the Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 are given in the notes to the financial statements pertaining to theyear under review.
Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.
RELATED PARTY TRANSACTIONS:
Related party transactions entered during the financial year under review are disclosedin Note No.36 of the Financial Statements of the Company for the financial year ended 31stMarch 2015. These transactions entered were at an arm's length basis and in the ordinarycourse of business. Form AOC-2 containing the note on the aforesaid related partytransactions is enclosed herewith as Annexure - IV
The policy on materiality of Related Party Transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's websitewww.bodhtree.com.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
3. Neither the Managing Director nor the Whole-time Director of the Company receive anyremuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
5. No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year and date of report.
Your Directors further state that during the year under review there were no casesfiled/registered pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
Your Directors wish to express their gratitude to investors analysts financialinstitutions banks partners vendors and various statutory authorities businessassociates and customers who have extended their immense support to the Company. YourDirectors commend all the employees of your Company for their continued dedicationsignificant contributions hard work and commitment.
| ||For and on behalf of the Board || |
|Place: Hyderabad ||Sd/- ||Sd/- |
|Date: 14thAugust 2015 ||Ramakrishna L.N. ||K.Rajesh |
| ||Managing Director ||Director |
| ||DIN:03623543 ||DIN: 02727491 |