Your Directors have pleasure in presenting herewith the 31st Annual Reporton the business of the Company together with the Financial Statements for the financialyear ended March 31 2016.
| || ||(Amount in Rs.) |
|PARTICULARS ||31.03.2016 ||31.03.2015 |
|Total Revenue ||11090662 ||10156830 |
|Total Expenses ||11919061 ||11034188 |
|Profit before Tax ||1622.88 ||1863.31 |
|Tax Expense ||29057 ||27319 |
|Profit after Tax ||67800 ||152943 |
Your Directors have recommended a final dividend of 0.007% on the equity shares of theCompany for financial year 2015-16.
TRANSFER TO RESERVES
No amount has been transferred to the reserves during the year under review.
The Company has neither accepted nor renewed any deposits from public as defined underthe provisions of Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Ramabhotla Srinivasa Sudhish(DIN: 00027816) Chairman and Managing Director of the Companyis liable to retire by rotation being eligible offers himself for re-appointment.
During the year under review the following changes took place on the Board of theCompany:
|Name of the Director DIN ||Type of Change ||Date of Change |
|1 Ms. Annapantula Vydehi (DIN 06489491) ||Appointment as Director ||September 302015 |
|2 Mr.Annapantula Seetaramamurthy (DIN 02191621) ||Appointment as Director ||September 302015 |
|3 Mr. D Sai Satish Kumar (DIN 00853028) ||Cessation ||January 252016 |
|4 Mr. Ramabhotla Srinivasa Sudhish [DIN:00027816] ||Appointment as Chairman and Managing Director ||February 01 2016 |
|5 Mr. Srinivasa Murthy Banda (DIN 03165686) ||Appointment as Additional Director - Independent ||February 01 2016 |
|6 Mr. Annapantula Seetarama Murthy [DIN 02191621] ||Cessation ||February 012016 |
|7 Ms. Annapantula Vydehi [DIN 06489491] ||Cessation ||February 012016 |
|8 Ms. Krishnapriya Vincent (DIN 07443638) ||Appointment as Additional Director- Independent ||February 19 2016 |
The following KMPs were appointed during the year:
|Name ||Appointment ||Date of Appointment |
|1 Ms. Monica Shrikant Gehlot ||Company Secretary ||February 01 2016 |
|2 Mr. RLVN Kishore Siram ||Chief Financial Officer ||February 012016 |
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013.
The Board evaluated the effectiveness of its functioning and that of the Committees andof individual directors by seeking their inputs on various aspects of Board/CommitteeGovernance.
The aspects covered in the evaluation included the contribution to and monitoring ofcorporate governance practices participation in the long-term strategic planning and thefulfilment of Directors' obligations and fiduciary responsibilities including but notlimited to active participation at the Board and Committee meetings. The Chairman of theBoard had one-on-one meetings with the Independent Director. These meetings were intendedto obtain Directors' inputs on effectiveness of Board/Committee processes. Further theIndependent Directors at their meeting reviewed the performance of Board Chairman of theBoard and of Non Executive Directors.
M/s. S N Murthy & Co. Chartered Accountants (FRN:002217S). Hyderabad thestatutory auditors of the Company were appointed in the 29th annual general meeting of theCompany for a term of 5 years subject to ratification by the members of the Company eachyear. In this regard the Company has received a certificate from the auditors to theeffect that if they are re-appointed it would be in accordance with the provisions ofSection 141 of the Companies Act 2013. The Board proposes their ratification as theStatutory Auditors of the Company for the FY 2016-17.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
SECRETARIAL AUDIT REPORT:
Sarada Putcha Practicing Company Secretary was appointed to conduct the secretarialaudit of the Company for the financial year 2015-16 as required under Section 204 of theCompanies Act 2013 and rules there-under. The secretarial audit report for FY 2015-16forms part of this Annual Report as Annexure -1.
In response to the observations of the secretarial auditor it is hereby submitted thatyour Company was in the processing of identifying a suitable person and accordingly hasappointed Ms. Monica Gehlotas Company Secretary w.e.f.February 012016.
STATE OF COMPANIES AFFAIRS
The Company made an application to the BSE Ltd. for listing of its 81049500 equityshares of Re. 1/- each on the exchange platform.Subsequently the Company has received thelisting and trading approval from BSE Ltd. vide their letter DCS/DL/AP/TP/259/2016-17dated July 26 2016. The trading of the securities of the Company commenced on the BSELimited w.e.f. August 22016.
The Audit Committee of the Company is duly constituted. The following are the members:
|Mr. Kotturi Ravi Kumar ||Chairman and Member |
|Ms. Krishnapriya Vincent ||Member |
|Mr. Ramabhotla Srinivasa Sudhish ||Member |
NOMINATION AND REMUNERATION POLICY
A committee of the Board has been formed which is named as "Nomination andRemuneration Committee" which has been entrusted with the task to recommend a policyof the Company on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters and to frame proper systems for identification appointment of Directors &KMPs Payment of Remuneration to them and evaluation of their performance and to recommendthe same to the Board from time to time. Nomination and Remuneration Policy of the Companyis enclosed herewith as
The following is the composition of the Nomination and Remuneration Committee:
|Ms. Krishnapriya Vincent ||Chairperson and Member |
|Mr. Srinivasa Murthy Banda ||Member |
|Mr. Kotturi Ravi Kumar ||Member |
INVESTOR GRIEVANCE COMMITTEE
The following is the composition of the Investor Grievance Committee
|Mr. Kotturi Ravi Kumar ||Chairperson and Member |
|Mr. Srinivasa Murthy Banda ||Member |
|Mr. Ramabhotla Srinivasa Sudhish ||Member |
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 in connection with corporatesocial responsibility are not applicable to the Company.
A vigil mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company.
RISK MANAGEMENT POLICY
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. There are no material risks which threaten the very existence of thecompany.
INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls which commensurate with the sizeof the business of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuantto Section 134 (5) of the Companies Act 2013 Your Directors' confirm that:
i. in preparation of annual accounts for the financial year ended 31stMarch 2016 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 endedMarch 312016 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.
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.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE OUTGO
Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is enclosed herewith as Annexure-III.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure -IV.
During the year under review seven (7] board meetings were held on May 11 2015August 14 2015 September 01 2015 October 03 2015 January 25 2016 February 01 2016and February 192016. Majority of Directors of the Company attended all the BoardMeetings.
PARTICULARS OF EMPLOYEES
Pursuant to Rule 5(2] of the Companies (Appointment and Remuneration of ManagerialPersonnel] Rules 2014 during the financial year no employee was in receipt ofremuneration of Rs. 1.02 Crore or more or where employed for part of the year was inreceipt of Rs. 8.5 Lakh or more a month.
Disclosure under Rule 5 of the Companies (Appointment & Remuneration of ManagerialPersonnel] Rules 2014 is enclosed as Annexure-V.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is enclosed as Annexure - VI to this report.PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
During the year under review the Company has not granted any Loans given guaranteesor made investments covered under Section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company.
DETAILS OF SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any associate joint venture or subsidiaries as on March 312016.
There are no companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the financial year 2015-2016.
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. 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.
4. No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year and date of report.
5. No change in the nature of business of the Company.
Your Directors further state that during the year under review there were no casesfilled/registered pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
Your Directors place on record their appreciation of the continued patronage extendedto the Company by bankers dealers customers suppliers employees and shareholders. Thetrust reposed in your Company by its esteemed customers helped stabilized growth duringthe year review.
Your Company also acknowledges the support and guidance received from its Bankersother government agencies during the year under review and look forward to continuingsupport.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Ramabhotla Srinivasa Sudhish |
| ||Chairman &Managing Director |
| ||DIN: 00027816 |
|September 01 2016 || |
|Hyderabad || |