Your Directors hereby present their Twenty Eighth Annual Report of the Company togetherwith the Audited Accounts for the financial year ended 31st March 2016.
The performance of the Company for the Financial Year ended 31st March 2016 is asunder:
| || ||(Rupees in Lakhs) |
|Particulars ||2015-16 ||2014-15 |
|Turnover ||5.00 ||5.00 |
|Manufacturing Administrative and selling Expenditure ||10.8 ||7.54 |
|Depreciation ||9.62 ||12.95 |
|Profit/Loss before T axation before non-recurring /Extra Ordinary items ||(15.50) ||(15.50) |
|Provisions for Taxation ||- ||- |
|Profit/Loss after Taxation before non recurring/Extra Ordinary items ||(15.50) ||(15.50) |
|Prior Period Adjustments ||- ||- |
|Profit/Lossafter Taxation and no-n recurring/Extraordinary items ||(15.50) ||(15.50) |
REVIEW OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
During the year under review your Company has no sale earned only lease income as suchthe Turnover was Rs. 5 Lakhs compared to previous year of Rs. 5 Lakhs and incurred a NetLoss of Rs. 15.50 Lakhs as compared to previous year Net loss of Rs. 15.50 Lakhs.
The future prospects of the Company and industry outlook are given in the ManagementDiscussion and analysis report
Your Directors express their inability to recommend any dividend for the year underreview due to insufficient disposable income.
Pursuant to circular CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 issued bythe SEBI regarding the applicability of Clause 49 of the Listing Agreement and pursuant toSub-regulation (2) of regulation 15 of the SEBI ( Listing Obligations and DisclosureRequirements ) Regulations 2015 the provisions of Corporate governance as specified inthe said clause 49 of the erstwhile listing agreement and as specified in the SEBI (Listing Obligations and Disclosure Requirements ) Regulations 2015 are not applicable toyour Company. Hence the Company has not given the Report on Corporate Governance in theAnnual Report.
DISCLOSURE UNDER SCHEDULE V OF THE SEBI (LODR) REGULATIONS 2015
a. Related Party Disclosures:
The Company has not entered any related party transactions during the year 2015-16 asrequired to be disclosed
b. Management Discussion and Analysis Report
Pursuant to Sub-regulation (2) of regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the management discussion and analysis Reportis given as annexure I the report
c. Disclosures with respect to demat suspense account/unclaimed suspense account
The Company does not have any equity shares in suspense account
EXTRACTS OF ANNUAL RETURN
The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure - II to this Report.
Smt. N. Rama Devi (DIN: 0690266) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2015-16 four meetings of Board of Directors were held. Thedates of the meetings were 30th May 2015 14th August 2015 14th November 2015 and 13thFebruary 2016.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
The details of Loans Guarantees and Investments given during the Financial Year endedon 31st March 2016 in terms of the provisions of Section 186 of the Companies Act 2013read with Companies (Meetings of Board and its Powers) Rules 2014.-NIL
STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
The Company has not paid any remuneration to Managerial personnel hence disclosures asspecified in sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 were notapplicable
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 and to be prepared in Form No. AOC-2 and to be disclosedpursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules 2014 in this report : NIL.
The Company's audit committee comprises of the followng:
|1. Mr. K. Soma Raju ||- Chairman |
|2. N Viswanatha Raju ||- Member |
|3. K Ravindra ||- Member |
There is no such incidence where Board has not accepted the recommendation of the AuditCommittee during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to the Directors? Responsibility Statement the Board of Directors of the Companyhereby confirms:
The Board of Directors states:
1) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
2) 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;
3) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
4) That the Directors have prepared the accounts for the financial year ended 31stMarch 2016 on a "Going Concern" basis.
5) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
M/s Amar and Raju Chartered Accountants Hyderabad was appointed as Statutory Auditorsof the Company to hold office until conclusion of 29th Annual General Meeting. The Boardpursuant to the recommendation of Audit Committee of the company now recommends there-appointment of M/s Amar and Raju Chartered Accountants Hyderabad as statutoryauditors to hold office from the conclusion of this Annual General Meeting until theconclusion of next Annual general Meeting and authorized the Board of Directors to fixtheir remuneration.
The Company has received a letter from them to the effect that their appointment ifmade would be within the prescribed limits under Section 141(3) (g) of the Companies Act2013 and that they are not disqualified for appointment.
AUDITOR 'S REPORT
M/s. Amar and Raju Chartered Accountants Hyderabad has issued Auditors Report for theFinancial Year ended 31st March 2016 being annexed to this Annual Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rulesmade there under the Company has appointed Mr. K.V. Chalama Reddy Practicing CompanySecretary as Secretarial Auditor to undertake the Secretarial Audit of the company for thefinancial year ended on 31st March 2016. Secretarial Audit Report issued by PracticingCompany Secretary in Form MR-3 is enclosed as Annexure - III to this Annual Report.
With reference to Qualifications in the report regarding non- compliances in respect ofappointment of Key Managerial Personnel and advertisement of board meeting notices andpublication of quarterly financial results of the Company due to bad financial position ofthe Company the Company could not comply with the same .
Regarding the holding of entire promoters shareholding in demat form the promoterswere accordingly advised the same will be complied with soon Regarding the SCOREauthentication the Company has already submitted the necessary application to SEBI and itis in the process of the getting the same
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has appointed Interna) Auditors to observe the Internal Controls whetherthe work Hows of organization is being done through the approved policies of the Company.Internal Auditors will present to the Audit Committee the Internal Audit Report andManagement Comments on the Internal Audit observations.
The Board of Directors of the Company has adopted Whistle Blower Policy. The WhistleBlower Policy aims for conducting the affairs in a fair and transparent manner by adoptinghighest standards of professionalism honesty integrity and ethical behaviour. Allpermanent employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethicalbehaviour actual or suspected fraud or violation of our Code of Conduct and Ethics. Italso provides for adequate safeguards against the victimization of employees who avail ofthe mechanism and allows direct access to the Chairperson of the audit committee inexceptional cases.
RISK MANAGEMENT POLICY
The Committee had formulated a Risk Management Policy for dealing with different kindsof risks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigating measures to be adoptedby the Board. The Company has adequate internal control systems and procedures to combatthe risk. The Risk management procedure will be reviewed by the Audit Committee and Boardof Directors on a periodical basis at the time of review of Quarterly Financial Results ofthe Company.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding Sexual Harassment. All employees (permanent contractual temporary and trained)are covered under the policy.
The following is a summary ofsexual harassment complaints received and disposedoffduring each calendar year:
A) No. of Complaints received - NIL
B) No. of Complaints disposed off-NIL
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of Section 135 of the Companies Act 2013 regarding the Corporate SocialResponsibility were not applicable to the Company for the year 2 015-16
MATERIAL CHANGES AND COMMITMENTS
There are no Material Changes and Commitments impacting the going concern status andCompany's operations in future.
The Company has not invited/accepted any deposits from the public in terms of Section73 of the Companies Act 2013 during the Financial Year 2015-16.
CONSERVATION OF ENERGYAND TECHNOLOGYABSORPTION
Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3) (m) of the Act read with Companies(Accounts) Rules 2014 is prepared and the same is enclosed as Annexure -IVto this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs. In Lakhs)
|Foreign Exchange: ||2015-16 ||2014-15 |
|Foreign Exchange Inflow ||- ||- |
|Foreign Exchange Outflow || ||- |
The company places on record continued support and cooperation extended by the BanksCentral and state government departments Dealers customers suppliers and shareholders.The Company also places on record the deep sense of appreciation for the dedicated effortsand contribution being made by employees at all levels during the year.
| || ||For and on behalf of the Board |
|Date: 13.08.2016 ||K. Soma Raju ||Dr. K V L N Raju |
|Place: Hyderabad ||Director ||Managing Director |