To the Members
The Directors have pleasure in presenting before you the Twenty third Annual Report ofthe Company together with the Audited Statements of Accounts for the year period ended31st March 2017.
FINANCIAL RESULTS: Stand Alone
| || ||(Rs. In lakhs ) |
| ||(2016-17) ||(2015-16) |
|Particulars ||01.04.2016 to 31.03.2017 ||1.04.2015 to 31.03.2016 |
|1 Gross Income ||30091.10 ||25232.84 |
|2 Profit Before Interest and Depreciation ||771.59 ||716.93 |
|3 Finance Charges ||399.32 ||338.41 |
|4 Gross Profit ||372.27 ||378.52 |
|5 Provision for Depreciation ||6.27 ||5.82 |
|6 Net Profit Before Tax ||366.00 ||372.70 |
|7 Provision for Tax ||127.55 ||144.27 |
|8 Net Profit After Tax ||238.45 ||228.43 |
|9 Balance of Profit brought forward ||238.45 ||228.43 |
|10 Balance available for appropriation ||238.45 ||228.43 |
|11 Proposed Dividend on Equity Shares ||- ||- |
|12 Tax on proposed Dividend ||- ||- |
|13 Transfer from General Reserve ||- ||- |
|14 Surplus carried to Balance Sheet ||238.45 ||228.43 |
FINANCIAL RESULTS: Consolidated
| ||(Rs. In lakhs ) || |
| ||(2016-17) ||(2015-16) |
|Particulars ||01.04.2016 to 31.03.2017 ||01.06.2015 to 31.03.2016 |
|1 Gross Income ||45167.19 ||64076.01 |
|2 Profit Before Interest & Depreciation ||944.73 ||1519.84 |
|3 Finance Charges ||526.12 ||637.24 |
|4 Gross Profit ||418.61 ||882.6 |
|5 Provision for Depreciation ||150.34 ||147.86 |
|6 Net Profit Before Tax ||268.27 ||734.74 |
|7 Provision for Tax ||152.08 ||214.15 |
|8 Net Profit After Tax ||116.19 ||520.59 |
|9 Minority Interest ||- ||104.16 |
|10 Balance of Profit brought forward ||116.19 ||624.75 |
|11 Balance available for appropriation ||116.19 ||624.75 |
|12 Proposed Dividend on Equity Shares ||- ||- |
|13 Tax on proposed Dividend ||- ||- |
|14 Transfer from General Reserve ||- ||- |
|15 Surplus carried to Balance Sheet ||116.19 ||624.75 |
The standalone revenues stood to Rs.30091.10 lakhs for the year ended 31.03.2017. TheCompany achieved a standalone operational profit of Rs.238.45 Lakhs. The Directors do notrecommend any dividend for the period ended 31st March 2017 keeping in mind the fundrequirements. The company recorded revenue of Rs.45167.19 lakhs in consolidated financialsfor the period ended 31st March 2017.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of provisions of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management's Discussion and Analysis is set out inthis Annual Report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the regulations laid down inSEBI (Listing Obligations and Disclosures Requirements) 2015. A report on CorporateGovernance is included as a part of this Annual Report. Certificate from the StatutoryAuditors of the company M/s .Mathesh & Ramana Chartered Accountants confirming thecompliance with the conditions of Corporate Governance as stipulated under SEBI (ListingObligations and Disclosures Requirements) 2015 is included as a part of this report.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 toBSE where the Company's Shares are listed.
DEMATERIALISATION OF SHARES:
99.20% of the company's paid up Equity Share Capital is in dematerialized form as on 31stMarch2017 and balance 0.80% is in physical form. The Company's Registrars are M/s XLSoftech Systems Ltd. having their registered office at 3 Sagar Society Road No.2Banjara Hills Hyderabad - 500 034.
Number of Board Meetings held:
This is included in Corporate Governance Report.
Changes & Cessations in Directorships:
In the Board meeting held on 09th March 2017 Mr. G. Vinod Reddy (DIN: 00074308)was re-appointed as Managing Director of the Company for a period of three years witheffect from 24.03.2017 to 23.03.2020 subject to the approval of members in the AGM.Approval of members needed to be taken in the upcoming AGM to be held on September 292017 Vide Circular resolution dated 29.05.2017 Mr. Mukesh Arora (DIN: 01677668) hasbeen appointed as Additional Director (Independent) category by the Board. Approval ofmembers by way of Ordinary resolution is required for regularization of appointment of MrMukesh Arora in the AGM to be held on September 29 2017. Vide Circular resolution dated02.09.2017 Mr. Ravi Chand Kotha (DIN: 07807016) has been appointed as AdditionalDirector (Independent) category by the Board. Approval of members by way of Ordinaryresolution is required for regularization of appointment of Mr Ravi Chand Kotha in the AGMto be held on September 29 2017. Smt. Radhika Kandagatla resigned from the office ofIndependent Director with effect from 21.08.2017 due to her personal reason. The Boardplaced on record its appreciation for the Services guidance and assistance provided byher while working as a director of the Company.
Changes in the Key Managerial Personnel as below:
Mr. Manoj Sali resigned from the office of Company Secretary on 01.09.2016 and theBoard has appointed Mr. Matru Prasad Mishra as the Company Secretary of the Company witheffect from 20.09.2016 Mr Srinivas Sarika resigned from the office of Chief FinancialOfficer on 24.05.2017 and the Board has appointed Mr. G. Kameshwar Rau as Chief FinancialOfficer with effect from 25.05.2017
The Board has adopted a formal mechanism for evaluating its performance as well as theCommittees including the individual director also including the Chairman of the Board. Theexercise was carried out through a structured evaluation process covering various aspectsof the Board such as Composition of the Board & Committees experience &competencies performance of specific duties & obligations contribution at themeeting and otherwise independent judgment governance issues etc.
Familiarization Programs for Independent Directors:
The Company proactively keeps its directors informed of the activities of the Companyits management and operations and provides an overall industry prospective ass well asissues being faced by the industry.
Independent Directors Meeting:
The Independent Directors met on 9th March 2017 without the attendance ofNon- Independent Directors and the members of management. The Independent directorsrevised the performance of Non-independent directors as a whole the Chairman of theCompany taking into account the various factors and assessed the quality quantity andtimeliness of flow of information between the Company management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.
Declaration by the Independent Directors:
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that they meet the criteria of independence asmentioned in Section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations 2015.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that: a) in the preparation of the annual accounts for the period ended31st March 2017 the applicable accounting standards have been followed alongwith proper explanation relating to material departures; b) they have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the period and of the profit of the company for the same period;c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; d) they have prepared the annual accounts on a going concern basis; e)they have laid down internal financial controls in the company that are adequate and wereoperating effectively. f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and these are adequate and are operating effectively.
The Management has taken reasonable steps for the maintenance of Fixed Assets Registerproviding for bad debts verification of Stock account balances etc. The management istaking various steps to improve the net worth and is confident of achieving it in thecoming years.
i) Statutory Auditors:
The Auditors M/s Mathesh & Ramana Chartered Accountant will be ratified by themembers in the meeting .Your Directors recommended their appointment.
ii) Secretarial Audit:
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Company Secretary in Practice is enclosed as a partof this report.
Comments on qualifications made in secretarial audit report:
SECRETARIAL AUDITORS' REPORT EXPLANATION TO OBSERVATIONS OF AUDIT
As prescribed under Section 204(1) of the Act the Company has received the SecretarialAudit Report. The observations made therein and the corresponding explanations are givenbelow:
|Sl. No ||Observation ||Our Explanation |
|1 ||The Company is yet to file Annual Return on Foreign Liabilities and Assets for the Financial Year ended 31st March 2016 with the Reserve Bank of India. ||Company is operating in various territory of the world with the presence of its subsidiaries in different regions. Due to differences in financial year of the Subsidiaries from the parent Company there was delay in the audit process of subsidiaries and delay in the preparation of accounts of subsidiaries .Company has also intimated BSE regarding the same. |
|2 ||The Company has not Consolidated its Financial Statements within specified time as required under regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for the financial year ended 31st March 2016. || |
|3 ||The Company has not filed Share Transfer Certificate with BSE Limited for the half year ended 30th September 2016 as required under Regulation 7 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015. || |
|4 ||The Company has not filed Reconciliation of Share Capital Audit report with BSE Limited for the Quarter ended 30th June 2016 as required under regulation 55A of SEBI (Depository and Participants) Regulations 1996. ||Generally the Company is regular in complying the regulatory Compliances under relevant act/Regulations. It was missed inadvertently. The Company does not have any mala-fide intention regarding this. Regulatory provision shall be conformed in entirety. However the Company will be cautious for compliance of the said act/regulations. |
|5 ||The Company has not accepted deposits in terms of provisions of Section 73 to 76 of Companies Act 2013 read with rules made there under. However in one instance the advances received from Customers towards supply of goods/provision of services remained for a period beyond 365 days. || |
The Company has not invited / accepted deposits from the public within the meaning ofSection73 to 76 of the Companies Act 2013
Your company has subsidiaries details of these given in the annual report. Statementscontaining salient features of financial statement of subsidiaries of the company aregiven in AOC-1.
Employee relations continue to be cordial.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014. The Company is not into manufacturingactivity. Hence Not Applicable to the Company
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The company has not crossed the threshold limit to implement CSR. Hence CSR is notApplicable to the Company during the year under report.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
CONSOLIDATED FINANCIAL STATEMENTS
In terms of Regulation 33 of SEBI(LODR)2015 and as prescribed by Accounting Standard21 notified by the Government of India under section 211(3c) of the Companies Act 2013the Audited consolidated financial statements for the period ended 31st March2017 are annexed and forms part of the annual Report.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were in theordinary course of business. There were no materially significant related partytransactions which could have had a potential conflict with the interests of the Company.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:
|S. No ||Name ||Designation ||Remuneration paid FY 2015-16 ||Remuneration paid FY 2016-17 ||Increase in remuneration from previous year |
| || || ||Rs. In Lakhs ||Rs.in Lakhs ||Rs. In Lakhs |
|1 ||Mr. G.Vinod Reddy ||Managing Director(KMP) ||18.00 ||18.00 ||- |
|2 ||Mr.Srinivas Sarika ||CFO (KMP) ||18.00 ||18.00 ||- |
|3 ||Mr.M.P Mishra ||CS (KMP) ||NA ||2.13 ||- |
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.
Directors take this opportunity to express their thanks to various departments of theCentral and State Government Banker Raw Material Supplier Customers and Shareholdersfor their continued support and guidance. The Directors wish to place on record theirappreciation for the dedicated efforts put in by the Employees of the Company at alllevels.
| ||By Order of the Board |
| ||For Neha International Limited |
| ||Sd/- |
|Date: 06.09.2017 ||G. Vinod Reddy |
|Place: Hyderabad ||Chairman & Managing Director |