Your Directors are very happy to present this 23rd Annual Report togetherwith the Audited Accounts of the company for the year ended 31st March 2015.
1. Financial Results:
|Particulars ||Year ended 31.03.2015 ||Year ended 31.03.2014 |
|Total Revenue from operations & other Income || ||516950 |
|Total Expenses ||6871798 ||144831 |
|Profit/ (loss) before exceptional and extraordinary items and tax ||(6871798) ||661781 |
|Exceptional Items || ||100235702 |
|Profit/ (loss) before extraordinary items and tax ||(6871798) ||(99573922) |
|Extraordinary Items || ||- |
|Profit/(loss) before tax ||(6871798) ||(99573922) |
|Tax expenses-Deferred tax ||(654651) ||(596077) |
|Profit/(Loss) from the period from continuing operations ||(6217147) ||(98977844) |
The Company has not reported any income for the current year as compared toRs.516950/- in the previous year. The Net Loss for the year under review amounts to(Rs.6217147/-) in the current year as compared to (Rs.98977844/-) in the previousyear.
Due to loss for the Financial Year 2014-15 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 are upgraded to suit thechanging business needs.
The retiring auditors M/s. Ramraj & Co (FRN: 002839S) Chartered Accountants haveexpressed their willingness to continue in office if reappointed. They have furnished tothe Company a certificate of their eligibility for appointment as auditors pursuant toSection 139 (1) of the Companies Act 2013. The Board of Directors recommends to themembers to appoint them as auditors and to fix their remuneration.
8. Secretarial Auditor:
Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Boards report a Secretarial Audit Report given by a CompanySecretary in practice 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 2014-15 and his report is annexed to this Board report [Annexure 1].
9. The year in Review
Your Companys performance during the financial year under report was notsatisfactory. Your Company is confident of achieving much better results in the comingyears.
10. Future Outlook
i) Current Business Operations
a) Sale of Computer Hardware Peripherals and Annual Maintenance.
b) Mini ERP Software Development Networking Solutions.
c) IT Education and Training from basics to advanced courses.
ii) Proposed additional operations
a) IT and IT Enabled Services.
b) Infrastructure Management and Solutions Services
c) Exhibitions and Innovations as a separate division.
d) IT Education and Training at grass root level.
e) Engineering Services Technology offerings 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 CompanysArticles of Association Mrs. Anand Anitha Director (DIN 02040505) retire at the ensuingAnnual General 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 Earning &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 utilising alternate sources of energy: nil
(iii) the capital investment on energy conservation equipments: nil
(B) Technology absorption-
(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 exchange earnings and Outgo-
15. Material Changes between the date of the Board report and end of financial year.
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
16. Number of meeting of the Board:
During the year 2014-15 the Board of Directors met Five times viz. on 29th May 2014;13th August 2014 02nd September 2014 13th November 2014 and 13th February 2015.
17. Report on Performance of Subsidiaries Joint Ventures and Associates
As on March 31 2015 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 Managements financial reporting process to ensureaccurate and timely disclosures with the highest levels of transparency integrity andquality of financial 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 Companys 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 31st March2015 the applicable accounting standards had been followed along with proper explanationrelating 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 2015 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 companys capacity to create sustainablevalue is the risks that the company is willing to take (at strategic and operationallevels) and its ability to manage them effectively. Many risks exist in a companysoperating environment and they emerge on a regular basis. The Company's Risk Managementprocesses focuses on ensuring that these risks are identified on a timely basis andaddressed.
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 Clause 49 of the Listing Agreement.
24. Companys policy on directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters 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") vide its resolution dated 13 February 2015 and approved by the Board ofDirectors vide its resolution dated 13 February 2015.
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 Clause 49 of the Equity Listing Agreement of Stock Exchange and accordingly theReport on Corporate Governance forms part of the Annual Report.
The requisite Certificate from Mr. A. Kumar Reddy Practicing Company Secretary(Membership No.7162) regarding compliance with the conditions of Corporate Governance asstipulated in Clause 49 is annexed to this Report.
30. Disclosure under section 67(3) of the Companies act 2013
During the year there were no special resolution passed pursuant to the provisions ofSection 67(3) of the Companies Act 2013 and hence no information as required pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
31. Revision of Financial Statements and report of the Board of Directors under section131 (1) of the Companies act 2013
During the year the Company has not made any revision of 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 withClause 49(II)(B)(7) of the Listing Agreement aims to familiarize them with the Companytheir roles rights responsibilities in the Company nature of industry in which thecompany operates business model of the company etc through various programmes. Thedetails of such familiarisation programmes have to be given in the Annual Report. CrazyInfotech Limited is committed to adopt a structured programme for orientation and trainingof Independent Directors at the time of their joining and update the Independent Directorson a continuing basis on any significant changes in its operation business industry andenvironment in which its functions.
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 issued by the Statutory Auditors and Secretarial Audit Report issued by the CompanySecretary no explanation is required.
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 : 31.08.2015 || || |
| ||Sd/- ||Sd/- |
| ||Mr.Nanjappan Aravind ||Mrs.Anand Anitha |
| ||Managing Director ||Director |
| ||(DIN 01895602) ||(DIN02040505) |
Form No. MR-3
Secretarial Audit Report for the Financial Year Ended 31 March 2015
[Pursuant to Section 204 (1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
CRAZY INFOTECH LIMITED
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by CRAZY INFOTECH LIMITED(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on my verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the Company has during the auditperiod ended on 31.03.2015 complied with the statutory provisions listed hereunder andalso that the Company has proper Board-processes and compliance-mechanism in place to theextent in the manner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by CRAZY INFOTECH LIMITED for the financial year ended on 31st March2015 according to the provisions of:
I. The Companies Act 2013 (the Act) and the Rules made thereunder;
II. The Securities Contracts (Regulation) Act 1956 (SCRA) and the Rulesmade thereunder;
III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act) to the extent applicable to theCompany :-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and
f) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
g) The Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited National Stock Exchange of India Limited; and
h) The Memorandum and Articles of Association.
I have also examined compliance with the applicable clauses of the following:
a) Secretarial Standards issued by The Institute of Company Secretaries of India.
b) The Listing Agreements entered into by the Company with the BSE Limited MadhyaPradesh Stock Exchange Limited.
During the period under review and as per the explanations and representations made bythe management and subject to clarifications given to me the Company has generallycomplied with the provisions of the Act Rules Regulations Guidelines etc. mentionedabove subject to the following observations:
The Company has short of one Independent Director to comply with the requirements ofconstitution of Audit Committee under clause 49 of the listing agreement read with Section177 of the Companies Act 2013 and short of two non executive Directors to comply with therequirements of constitution of Remuneration and Nomination Committee under clause 49 0fthe listing agreement read with Section 178 of the Companies Act 2013. However as per theCircular issued by the SEBI vide Circular No. CIR/CFD/POLICY CELL/7/2014 on September 152014 compliance of the provisions of clause 49 is not mandatory for the Company as thepaid up capital of the Company is less than Rs.10 Crore.
I further report that-
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and the Company has short of one IndependentDirector to constitute the Audit Committee and short of two non executive directors toconstitute the Nomination and remuneration Committee.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting. Decisions at the BoardMeetings as represented by the management were taken unanimously.
I further report that as represented by the Company management and relied upon by methere are adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.
I further report that during the audit period there are no specific events/ actionshaving a major bearing on the Companys affairs in pursuance of the above referredlaws rules regulations guidelines and standards etc.
| ||Sd/- |
|Date: 31.08.2015 ||A. Kumar Reddy |
|Place: Chennai ||Practicing Company Secretary |
| ||M. No.:7162 C.P. No.: 7843 |