Your Directors are very happy to present this 25th Annual Report togetherwith the Audited Accounts of the company for the year ended 31st March 2017.
1. Financial Results:
| || ||(in Lakhs) |
|Particulars ||Year ended ||Year ended |
| ||31.03.2017 ||31.03.2016 |
|Total Revenue from operations & other Income ||12.34 ||9.65 |
|Total Expenses ||35.35 ||37.51 |
|Profit/ (loss) before exceptional and extraordinary ||(23.00) ||(27.85) |
|items and tax || || |
|Exceptional Items || || |
|Profit/ (loss) before extraordinary items and tax ||(23.00) ||(27.85) |
|Extraordinary Items || || |
|Profit/(loss) before tax ||(23.00) ||(27.85) |
|Tax expenses-Deferred tax ||0.00 ||(4.35) |
|Profit/(Loss) from the period from continuing operations ||(23.00) ||(23.50) |
The Company has reported an income of Rs.12.34 Lakhs for the current year as comparedto Rs.9.65 Lakhs in the previous year. The Net Loss for the year under review amounts toRs.23.00 Lakhs in the current year as compared to Rs.23.50 Lakhs in the previous year.
Due to loss for the Financial Year 2016-17 your directors do not recommend anydividend. 4. Transfer to reserves The Company has not transferred any amount to reserves.5. Issue of Shares During the period under review your Company has not issued any shares.6. Internal Control and adequacy
The Internal control systems are commensurate to the size of the operation of theCompany. Whenever it is required the systems and procedures will be upgraded to suit thechanging business needs.
At the Annual General Meeting held on 30.09.2015 M/s. Ramraj & Co. CharteredAccountants Chennai was appointed as statutory auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2019. Interms of the first proviso to Section 139 of the Companies Act 2013 the appointment ofthe auditors shall be placed for ratification by the shareholders at every AGM. In thisregard the Company has received a certificate from the auditors to the effect that ifthey are appointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.
8. Secretarial Auditor:
Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form.
The Board of Directors appointed Mr. A. Kumar Reddy Practicing Company Secretary(Membership No. 7162) as Secretarial Auditor to conduct Secretarial Audit of the Companyfor Financial Year 2016-17 and his report is annexed to this Board report [Annexure 1].
9. The year in Review
Your Company's performance during the financial year under report is not satisfactory.Your Company is confident of achieving much better results in the coming years.
10. Future Outlook
i) Current Business Operations
a) Sale of Computer Hardware Peripherals and Annual Maintenance. b) MiniERP Software Development Networking Solutions. c) IT Education and Training frombasics to advanced courses.
ii) Proposed additional operations
a) IT and IT Enabled Services. b) Infrastructure Management and SolutionsServices c) Exhibitions and Innovations as a separate division. d) ITEducation and Training at grass root level. e) Engineering Services Technologyofferings Domain Services etc. f) BPO and Call Center Education and Training. g)Development of portals and website.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence thedetails relating to deposits as also requirement of furnishing the details of depositswhich are not in compliance with Chapter V of the Act is not applicable.
In accordance with provisions of the Companies Act 2013 and the Company's Articles ofAssociation Mrs. Anand Anitha Director (DIN 02040505) retires at the ensuing AnnualGeneral Meeting of the Company and being eligible offer herself for Re-appointment.
13. Corporate Social Responsibility
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
14. Conservation of Energy Technology Absorption and Foreign Exchange Earnings&Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014:
(A) Conservation of energy-
(i) The steps taken or impact on conservation of energy: nil
(ii) The steps taken by the company for utilizing alternate sources of energy: nil(iii) The capital investment on energy conservation equipments: nil (B) Technologyabsorption- (i) The efforts made towards technology absorption: nil
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: nil
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) - : nil
(iv) The expenditure incurred on Research and Development: nil (C) Foreign exchangeearnings and Outgo- Earnings: Nil Outgo: Nil
15. Material Changes between the date of the Board report and end of financial year.
The Company has passed a special resolution for reduction of share capital from Rs.66881000/- (Rupees Six Crore Sixty Eight Lakhs Eighty One Thousand only) divided into66881000 equity shares of Rs.1/- each to Rs. 6688100 (Rupees Sixty Six Lakhs EightyEight Thousand One Hundred only) divided into 66881000 equity shares of Rs. 0.10 pershare through Postal Ballot. Apart from this there is no any material change affectingthe financial position of the Company.
16. Number of meetings of the Board:
During the year 2016-17 the Board of Directors duly met Eight times viz. on 21stApril 2016 04th May 2016 26th May 2016 12thAugust2016 02ndSeptember 2016 16th September2017 12thNovember2016 and 13thFebruary 2017.
17. Report on Performance of Subsidiaries Joint Ventures and Associates
As on March 31 2017 the Company does not have any subsidiary joint venture orassociate Companies.
18. Audit Committee
Our Audit Committee was constituted few years ago. The Committee has adopted a Charterfor its functioning. The primary objective of the Committee is to monitor and provideeffective supervision of the Management's financial reporting process to ensure accurateand timely disclosures with the highest levels of transparency integrity and quality offinancial reporting.
The Committee met four times during the year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. As on the date of thisreport the Committee is comprised of Mr. Rajendran Thangaveluudayar (DIN 02970809) Ms.Anand Anitha (DIN 02040505) and Mr. Nanjappan Aravind (DIN 01895602)
19. Vigil Mechanism
The Company has in place a whistleblower policy to support the Code of BusinessEthics. The details of the establishment of vigil mechanism forms part of the CorporateGovernance report.
20. Significant and Material Orders Passed by the Regulators or Courts
There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations. Howevermembers' attention is drawn to the statement on contingent liabilities commitments in thenotes forming part of the Financial Statements.
21. Directors Responsibility Statement
Pursuant to the requirement under section 134(3)(C) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year ended 31stMarch2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(ii) 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 as at March 31 2017 and of the profitand loss of the company for that period;
(iii) the directors had 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) the directors had prepared the annual accounts on a going concern basis;
(v) the Directors had laid down "Internal Financial Controls" to be followedby the Company and such Internal Financial Controls are adequate and were operatingeffectively;
(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.
22. Development and Implementation of Risk Management Policy.
The Company is exposed to inherent uncertainties owing to the sector in which itoperates. A key factor in determining a company's capacity to create sustainable value isthe risks that the company is willing to take (at strategic and operational levels) andits ability to manage them effectively. Many risks exist in a company's operatingenvironment and they emerge on a regular basis. The Company's Risk Management processesfocuses on ensuring that these risks are identified on a timely basis and addressed.
The Company has a Risk Management Policy with an objective to formalize the process ofidentification of potential risk and adopt appropriate risk mitigation measures through arisk management structure. The risk policy is a step taken by the Company towardsstrengthening the existing internal Controls and updating the same as may be required fromtime to time.
23. Declaration by Independent Directors
The Company has received the necessary declaration from the Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013and SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015.
24. Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub-section (3) of section 178;
In terms of Section 178 of the Companies Act 2013 rules made there under and theListing Agreement entered into by the Company with Stock Exchanges in India as amendedfrom time to time the Committee has formulated the policy on appointment and removal ofDirectors. The Policy has been adopted by the Nomination and Remuneration Committee("NRC") and approved by the Board of Directors.
25. Particulars of loans guarantees or investments under section 186:
During the year under review the Company has not advanced any loans/ given guarantees/made investments under section 186 of the Companies Act 2013.
26. Extract of the Annual Return:
The extract of the Annual Return in Form MGT 9 (forming part of Annual Report) as perprovisions of Companies Act 2013 and rules thereto is annexed to this report (Annexure2).
27. Related Party Transactions:
There have been no materially significant related party transactions between theCompany and the Directors the management the subsidiaries or the relatives except forthose disclosed in the financial statements.
Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) along with the justification for entering into such contract orarrangement in Form AOC-2 does not form part of the report.
28. Particulars of Employees
None of the employee has received remuneration and other details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to this report (Annexure 3).
29. Corporate Governance
The Company has complied with the requirements of Corporate Governance as stipulatedunder Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and accordingly the Report on Corporate Governance forms part of theAnnual Report.
The requisite Certificate obtained from a Chartered Accountant regarding compliancewith the conditions of Corporate Governance as stipulated in Regulation 27 of SEBI (LODR)Regulations 2015 is annexed to this Report.
30. Disclosure under section 67(3) of the Companies act 2013.
During the year no special resolution was passed pursuant to the provisions of Section67(3) of the Companies Act 2013 and hence information as required pursuant to Section67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules2014 is not furnished. 31. Revision of Financial Statements and report of the Board ofDirectors under section 131 (1) of the Companies act 2013.
During the year the Company has not made any revision in financial statement or boardsreport and hence furnishing of information as required pursuant to section 131(1) of theAct does not arise.
32. Training imparted to Independent Directors.
The concept of Familiarization Programme for Independent Directors in accordance withRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015aims to familiarize them with the Company their roles rights responsibilities inthe Company nature of industry in which the company operates business model of thecompany etc through various programmes. The details of such familiarization programmeshave to be given in the Annual Report. Crazy Infotech Limited is committed to adopt astructured programme for orientation and training of Independent Directors at the time oftheir joining and update the Independent Directors on a continuing basis on anysignificant changes in its operation business industry and environment in which itfunctions.
33. Details of frauds reported by Auditors.
There were no frauds reported by the Statutory Auditor under Section 143(12) of theCompanies Act 2013 read with Companies Amendment Act 2015.
34. Directors Comments on Qualifications/ Reservations/ Adverse Remarks:
Since there are no reservations qualifications or adverse remarks in the Auditorsreport the Directors have not commented upon the same. However to the observations madein the Secretarial Audit Report by the Company Secretary the Directors hereby acknowledgeand inclined to take all reasonable action to rectify the non compliances in due course oftime.
Your Directors acknowledge the gratitude cooperation and assistance received from theGovernment Banks Investors and all those associated with the Company during the yearunder review.
|Place : Chennai || |
On behalf of the Board of Directors
|Date : 02.09.2017 || || |
| ||Sd/- ||Sd/- |
| ||Mr.Nanjappan Aravind ||Mrs.AnandAnitha |
| ||Managing Director ||Director |
| ||(DIN 01895602) ||(DIN 02040505) |