The Directors hereby present 22nd Annual Report of the Company along withthe Audited Financial Statements for the financial year ended March31 2014.
1. FINANCIAL RESULTS
(Amounts in Lakh Rs.)
|Particulars ||Standalone ||Consolidated |
| ||2013-2014 ||2012-2013 ||2013-2014 ||2012-2013 |
|(I) Revenue from Operations ||2332.20 ||1542.26 ||3589.16 ||2592.07 |
|(II) Operating Expenditure ||2272.22 ||1298.29 ||3411.22 ||2148.72 |
|(III) Administration Expenses ||41.74 ||48.16 ||127.63 ||127.51 |
|(IV) Depreciation & ||10.27 ||7.51 ||30.95 ||18.60 |
|Amortization Expenses || || || || |
|(V) Preliminary Expenses ||- ||- ||0.08 ||0.08 |
|(VI) Operating Profit ||7.97 ||188.29 ||19.27 ||297.15 |
|(VII) Profit before Tax ||7.97 ||188.29 ||19.27 ||297.15 |
|(VIII) Provision for Tax ||3.89 ||70.52 ||8.69 ||104.18 |
|(IX) Profit for the year ||4.07 ||117.77 ||10.58 ||192.97 |
|Appropriations || || || || |
|(X) Proposed final dividend ||- ||53.00 ||- ||53.00 |
|on equity shares || || || || |
|(XI) Corporate Dividend Tax ||- ||8.59 ||- ||8.59 |
|Transfer to General reserve ||- ||10.00 ||- ||10.00 |
|Profit after Appropriation ||4.07 ||46.18 ||10.58 ||121.37 |
|Balance brought forward ||218.58 ||172.40 ||303.69 ||182.31 |
|from previous year || || || || |
|Balance carried to ||222.65 ||218.58 ||314.27 ||303.69 |
|Balance Sheet || || || || |
2. PERFORMANCE OF THE COMPANY:
The Financial year 2013-14 proved to be the most challenging year for the Company.Butdue to its ability to innovate its customer specific solutions and the rigor in followingstrong internal processes; Company still manages to continue its strong growth momentumacross major markets.
Revenue growth in the year remained high. But due to higher operational andadministration expenses the Operating profit get reduced and thereby reducing the netprofit.
On Consolidated basis revenue for the year 2013-2014 at Rs 35.89 crores was higher by38.46% (Rs 25.92 crores in 2012-2013) operating profit at Rs. 0.19 crores was lowered by93.60% (Rs 2.97 crores in 2012-2013) and the net profit for the year at Rs. 0.11 croreswas lowered by 94.27% (Rs 1.92 crores in2012-2013) On Standalone basis revenue for theyear 2013-2014 at Rs 23.32 crores was higher by 51.23% (Rs 15.42 crores in 2012-2013)operating profit at 0.08 crores was lowered by 95.74% (Rs 1.88 crores in 2012-2013) andthe net profit for the year at Rs. 0.04 crores was lowered by 96.58% (Rs 1.17 crores in2012-2013)
Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and do not recommend or declared any dividend whether Interim or final in thefinancial year ended 31st March 2014.
4. POSTAL BALLOT
In April 21 2014 the members of the Company approved the following proposals by way ofpostal ballot resolutions.
Change of Name of the Company from Aptus Industries Limited to CovidhTechnologies Limited.
Alteration of Main Object Clause of the Memorandum of Association of theCompany.
5. SHARE CAPITAL: a. No Change in Authorized Capital:
During the year under review there was no change in the Authorized Capital of theCompany. The Authorized Capital of the Company is Rs. 11 00 00000/-(Rupees ElevenCrores only) divided into 1 10 00000 (One Crore Ten Lakhs) Equity shares of Rs. 10/-(Rupees Ten only) each.
b. No Further Issue or Allotment of Shares:
During the period under review there was neither any further issue nor allotment ofshares. The Paid up share Capital of the Company is Rs. 10 60 00000/- (Rupees tenCrores Sixty Lakh only) divided into 1 06 00000 (One Crore Six Lakhs) Equity shares ofRs. 10/- (Rupees Ten only) each.
6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
We have 1 Subsidiary as on March 31 2014: Netocol Systems and Solutions PrivateLimited Bangalore.
As required under the Listing Agreements entered into with the Stock Exchanges aconsolidated financial statement of the Company and all its subsidiaries is attached. Theconsolidated financial statements have been prepared in accordance with the relevantaccounting standards as prescribed under Section 211(3C) of the Act. These financialstatements disclose the assets liabilities income expenses and other details of theCompany and its subsidiaries.
7. REGISTERED OFFICE:
During the year the Registered office of the company is shifted from #501 MCR ComplexSri Swamy Ayyappa Co-OP Housing Society Madhapur Hyderabad-500081 to Plot No. 450 1stFloor Road No. 19 Jubilee Hills Hyderabad-500033 with effect from March 24 2014.
During the period under review the Board consists of Mr. A Prabhakara Rao Mr. K LUpadhyaya Mrs. Kanaparthi Chennamma Mr. Sunketa Ganga Reddy Mr. Jagadeeswar Reddy R Mr.Chinmay Hegde Mr. G Suresh Babu and Mr. Uday Chava.
Since the last Boards Report the following changes occurred on the Board:
I The Designation of Mr. A. Prabhakara Rao Executive Director has been changed toExecutive Chairman of the Company with effect from August 14 2014.
II As per the provisions of Section 161 (1) of the Companies Act 2013 (Section 260of the erstwhile Act following Directors have been appointedas Additional Directors whoshall hold office only up to the date of the forthcoming AGM of the Company-Mr. SunketaGanga Reddy and Mrs. Kanaparthi Chennamma have been appointed on January 2 2014 andMarch24 2014 respectively.Mr. G Suresh Babu and Mr. Uday Kumar Chava have been appointed onAugust 14 2014.
III a. Mr. P. Obul Reddy Managing Director and Mr. Ch Veeranjaneyulu Directorhave resigned from the office of Director of the Company with effect from February 122014 and March 24 2014 respectively. b. Mr. K L Upadhyaya and Mr. Chinmay HegdeDirectors retire by rotation and being eligible offer themselves for re-appointment.
9. DIRECTOR IDENTIFICATION NUMBERS:
|S. No ||Name of Director ||DIN |
|1 ||Mr. A. Prabhakara Rao ||02263908 |
|2 ||Mr. K L Upadhyaya ||01891466 |
|3 ||Mrs. Kanaparthi Chennamma ||06815486 |
|4 ||Mr. K. Ravi Babu ||03630599 |
|5 ||Mr. Sunketa Ganga Reddy ||06779093 |
|6 ||Mr. Jagadeeswar Reddy R ||05114238 |
|7 ||Mr. Chinmaya Hegde ||06489077 |
|8 ||Mr. G Suresh Babu ||01961140 |
|9 ||Mr. Uday Chava ||06943146 |
|10 ||Mr. P. Obul Reddy ||03298444 |
|11 ||Mr. Ch Veeranjaneyulu ||00076674 |
M/s. M. M. Reddy & Co Chartered Accountants who are the statutory auditors of theCompany hold office from the conclusion of this AGM to the conclusion of the Fourthconsecutive AGM (subject to the ratification of the appointment by the members at ever AGMheld after this AGM) in accordance with the provision of Section 139 of the Companies Act2013.
11. PUBLIC DEPOSITS:
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.
The equity shares of your company are listed in The Bombay Stock Exchange TheAhmadabad Stock Exchange and Madras Stock Exchange.
Your company has launched an official website as www.covidh.com for providing bettercommunication facility to the investors relating to the material facts of the company.
14. MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of operations performance and future outlook of your Company and itsbusinesses is given in the Management Discussion and Analysis which forms part of thisReport.
The companys assets have been adequately insured against major risks.
16. DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of Section 134(5) of the Companies Act 2013 your directors confirm:
(a) That the directors in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanations relating tomaterial departures.
(b) That the directors had 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 thefinancial year and of the profit and loss of the Company for that period.
(c) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and deleting fraud and otherirregularities.
(d) That the directors had prepared the annual accounts on the going concern basis.
(e) That the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(f) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT GO:
The required information as per Sec.134 (3) of the Companies Act 2013 is providedhereunder:
a. Conservation of Energy:
Your Companys operations are not energy intensive. Adequate measures have beentaken to conserve energy wherever possible by using energy efficient computers andpurchase of energy efficient equipment.
|b. Technology Absorption: || |
|i. Research and Development (R&D) ||Nil |
|ii. Technology absorption adoption and innovation ||Nil |
|c. Foreign Exchange Earnings and Out Go: || |
|i. Foreign Exchange Earnings ||Nil |
|ii. Foreign Exchange Outgo ||Nil |
18. PARTICULARS OF EMPLOYEES:
There is no employee who is falling under section 217 (2A) of the Act. Therefore thedisclosures required to be made under section 217 (2A) of the Companies Act 1956 and therules made there under are not applicable.
19. CODE OF CONDUCT:
The Code of Conduct has been circulated to all the members of the Board and SeniorManagement and they have affirmed the compliance of the same. Code of Conduct has alsobeen placed on the website of the company. A declaration signed by the Managing Directoris given in Annexure.
20. CORPORATE GOVERNANCE:
As a listed company necessary measures have been taken to comply with the listingagreements of Stock Exchanges. A report on Corporate Governance along with a certificateof compliance from the Auditors forms part of this Report as Annexure.
Your directors would like to express their grateful appreciation for assistance andcooperation received from clients banks investors Government other statutoryauthorities and all others associated with the company. Your directors also wish to placeon record their deep sense of appreciation for the excellent contribution made by theemployees at all levels which enabled the company to achieve sustained growth in theoperational performance during the year under review.
| ||Covidh Technologies Limited |
| ||(Formerly Aptus Industries Limited) |
| ||Sd/- |
| ||A Prabhakara Rao |
| ||Executive Chairman |
|Date: 14.08.2014 || |
|Place: Hyderabad || |