Your Directors have pleasure in presenting their 24th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2016.
1. Financial summary or highlights/Performance of the Company:
The Boards Report is prepared based on the financial statements of the company.
(Amt. in Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Revenue from Operations ||2549.60 ||1089.54 ||2549.61 ||1106.43 |
|Operating Expenditure ||2464.56 ||970.01 ||2464.70 ||970.41 |
|Extraordinary Expenses ||(1261.27) ||- ||(1344.79) ||- |
|Profit before Tax ||(1248.91) ||11.19 ||(1338.27) ||11.51 |
|Profit after Tax ||(1254.16) ||11.75 ||(1341.86) ||12.90 |
|Balance carried to ||(1019.75) ||234.40 ||(1004.67) ||327.20 |
|Balance Sheet || || || || |
2. Brief description of the Companys working during the year/State ofCompanys affairs
On Consolidated basis revenue for the year 2015-16 stands at Rs. 2549.61 Lakhs whichincreased by 130.44% (Rs.1106.43 Lakhs in 2014-15) and the net loss for the year 2015-16stands at Rs. (1341.86) Lakhs as compared to Rs. 12.90 Lakhs in the year 2014-15.
On Standalone basis revenue for the year 2015-16 at Rs. 2549.60 Lakhs and the Net Lossfor the year at Rs.(1254.16) Lakhs. There is no change in the nature of business duringthe period under review.
During the period under review profits were not appropriated to any reserves.
4. Directors and Key Managerial Personnel
During the period under review Mr. Prabhakara Rao Alokam was appointed as ManagingDirector w.e.f. 27.08.2015. Later on his designation has been changed w.e.f 30.05.2016subject to ratification by the members in the ensuing AGM.
Mr. Prabhakara Rao Alokam will retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for reappointment. The Board of Directorsrecommends his re-appointment at the ensuing Annual General Meeting.
5. Particulars of Employees
None of the employees has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014.
Calendar of Meetings is prepared and circulated in advance to the Directors. During theyear Thirteen (13) Board Meetings and Four(4) Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
7. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (erstwhile Clause 49 of the ListingAgreement) the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
8. Declaration by an Independent Director(s) and Re- appointment if any
A declaration has been given by an Independent Director(s) that they meet the criteriaof independence as provided in sub-section (6) of Section 149 of the Companies Act 2013.
9. Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
10. Details of Subsidiary/Joint Ventures/Associate Companies
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a companys subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as Annexure-I[Performance and financial position of the subsidiary included in the consolidatedfinancial statement] Further the Annual Accounts and related documents of the subsidiarycompany are kept open for inspection at the Registered of the Company. The Company willalso make available copy thereof upon specific request by any Member of the Companyinterested in obtaining the same. Further pursuant to Accounting Standard AS-21 issued bythe Institute of Chartered Accountants of India Consolidated Financial Statementspresented by the Company in this Annual Report include the financial information of itssubsidiaries
M/s M M Reddy & Co. Chartered Accountants (FRN010371S) the present Auditors hasbeen appointed for five consecutive years (Subject to the ratification by the shareholdersat each AGM held after the previous AGM) by the shareholders at the 22nd AGM. The Board ofDirectors recommends the ratification of appointment of M/s M M Reddy & Co. CharteredAccountants at the ensuing Annual General Meeting.
12. Auditors Report
The Auditors Report contains qualifications. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
13. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/sRamanjaneyulu K &Associates Practicing Company Secretaries have been appointed as Secretarial Auditors ofthe Company. The report of the Secretarial Auditors is enclosed as Annexure III to thisreport. The report is self-explanatory and do not call for any further comments.
14. Risk management policy
A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.
15. Extract of Annual Return:
As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure II.
16. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
The Company has decided to disinvest in its Wholly Owned Subsidiary namely M/sNetocol Systems and Solutions Private Limited and approval of Shareholder is sought. Thisdisinvestment may have impact on the Consolidated Financial Accounts.
17. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys operations in future
During the period under review there are no significant material orders passed by theregulators or courts or tribunals impacting the going concern status and companysoperations in future
During the period under review the company has not accepted any deposits as envisagedunder Section 74 and 76 and Companies (Acceptance of Deposits) Rules 2014
19. Particulars of loans guarantees or investments under section 186
During the period under review the company has not given any loans guarantees but hasmade investments as envisaged under Section 186 of Companies Act 2013.
20. Particulars of contracts or arrangements with related parties
There are no related party transactions in the Company during the year
21. Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Regulation 27 of SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 (Erstwhile Clause 49 of the Listing Agreement)is annexed with the report.
22. Management Discussion and Analysis
The Management Discussion and Analysis forming part of this Annual Report has beendiscussed elsewhere in the Report.
23. Statutory Disclosures
In terms of the provisions of Section 134 of the Companies Act 2013 read with theCompanies Rules as amended the names and other particulars of the employees are set outin the Directors Report. However as per the provisions of Section 219 (b) (IV) ofthe said Act read with Regulation 36 of Listing Obligations and Disclosure Requirements2015 (Erst while Clause 32 of the Listing Agreement) the Annual Report excluding theaforesaid information is being sent to all the members of the Company and others entitledthereto. Any member interested in obtaining such particulars may write to the Company atthe registered office of the Company.
24. Obligation of Company Under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
In order to prevent sexual harassment of women at work place a new act the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
The Final charter of policy for prevention of Sexual Harassment of Women at workplaceis yet to be adopted.
25. Conservation of energy technology absorption and foreign exchange earnings andoutgo
As per section 134 (3) (m) of the Companies Act 2013 the details of conservation ofenergy technology absorption foreign exchange earnings and outgo are as follows (a)Energy technology absorption: Nil (b) Foreign exchange earnings: Rs. 10097838/- (USD157789 Exchange Rate Rs. 63.99/-) (c) Foreign exchange Outgo: Nil
26. Corporate Social Responsibility (CSR)
Corporate Social Responsibility (CSR) is not applicable to the company as the thresholdas mentioned in the provisions Companies Act 2013 is not applicable to our Company.
27. Directors Responsibility Statement
The Directors Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and (e)The directors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
28. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBSE Limited Ahmedabad Stock Exchange Limited and Madras Stock Exchange Limited(Derecognized) where the Companys Shares are listed.
Your Directors take this opportunity to express their gratitude for the valuablesupport extended by the customers banks financial institutions investors businessassociates central & state government authorities. Your Directors also appreciate theemployees at all levels for their continued support to the Company. Your Directors believethat with the whole hearted support of employees stakeholders bankers and our valuablecustomers we will continuously excel in the path of success and growth.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Prabhakara Rao Alokam |
| ||Director |
| ||(DIN: 02263908) |
| ||Sd/- |
| ||G. Suresh Babu |
| ||Director |
| ||(DIN: 01961140) |
|Place: Hyderabad || |
|Date: 03.09.2016 || |