Your Directors have pleasure in presenting the 21st ANNUAL REPORT together with theAudited Accounts of the company for the financial year ended 31st March 2015.
1. FINANCIAL HIGHLIGHTS
(Rs in Lakhs)
|Particulars ||Year ended ||Year ended |
| ||31.03.2015 ||31.03.2014 |
|Revenue From Operations ||1170.73 ||958.28 |
|Other Income ||12.64 ||14.73 |
|TOTAL INCOME ||1183.37 ||973.01 |
|Expenditure ||1133.17 ||935.73 |
|Profit before depreciation and tax ||50.20 ||37.28 |
|Depreciation ||10.32 ||5.15 |
|Net profit before tax ||39.88 ||32.12 |
|Prior period adjustments ||0.00 ||0.00 |
|Net profit/loss before Tax ||39.88 ||32.12 |
|Provision for taxation || || |
|a. Current ||(7.15) ||(5.92) |
|b. Differed Tax ||1.61 ||(0.26) |
|Profit after tax ||34.34 ||25.94 |
|Deficit brought forward from the previous year ||8.58 ||(17.36) |
|Surplus/ (deficit) carried to balance sheet ||42.92 ||8.58 |
2. STATE OF COMPANYS AFFAIR:
During the year under review your company has achieved a total income of Rs.1183.37Lakhs as against previous years income of Rs. 973.01 Lakhs and recorded a net profitof Rs.34 Lakhs for the financial year 2014-15 when compared to a net profit of Rs. 25.94Lakhs during the previous year.
Your Directors do not recommend any Dividend for the Financial Year 2014-2015 as theprofits are planned to be ploughed back into the business operations.
4. FIXED DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the provisionsof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from the its member and public during the Financial Year.
During the year under review six board meetings were held on 30th May 2014 30thJuly 2014 31st July 2014 30th October 2014 30th January 2015 and 31stMarch2015.The maximum time-gap between any two consecutive meetings was within the periodprescribed under the Companies Act 2013.
6. BOARD EVALUATION
The Board of Directors evaluated the annual performance of the Board as a whole itscommittees and the directors individually in accordance with the provisions of theCompanies Act 2013 and Clause 49 of the Listing Agreement in the following manner: i.Structured evaluation forms as recommended by the Nomination and Remuneration Committeeafter taking into consideration inputs received from the Directors covering variousaspects of the Boards functioning such as adequacy of the composition of the Boardand its Committees Board culture execution and performance of specific dutiesobligations and governance for evaluation of the performance of the Board itsCommittees and each director were circulated to all the members of the Board alongwith the Agenda Papers. ii. The members of the Board were requested to evaluate by fillingthe evaluation forms and the duly filled in evaluation forms were required to be sent tothe Company Secretary in a sealed envelope or personally submitted to the Chairman at theconcerned meeting. iii. Based on the individual evaluation of the Directors the Boardinitiated a detailed discussion at the concerned meeting on the performance of the Board /Committee/ Individual Director and formulated a final collective evaluation of the Board.The Board also provided an individual feedback to the concerned director on areas ofimprovement if any.
A separate meeting of Independent Directors was held on 30th July 2014 and 30thJanuary 2015 to evaluate the performance evaluation of the Chairman the Non IndependentDirectors the Board and flow of information from management.
7. VIGIL MECHANISM
Pursuant to the provisions of section 177 (9) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (meetings of board and its powers)Rules 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) and Clause 49 of the Listing Agreement the Company has a Whistle BlowerPolicy framed to deal with instance of fraud and mismanagement if any in the Group. Thedetails of the Policy are explained in the Corporate Governance Report and also posted onthe website of the Company.
8. REMUNERATION POLICY
The Board of Directors on recommendation of the Nomination and Remuneration Committeeframed a Nomination and Remuneration policy for selection appointment and remuneration ofDirectors KMP and Senior Management and matters covered u/s 178(3) of the Companies Act2013. The details of the same are provided in the Corporate Governance Report.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Sri Rajesh Peeti (DIN00488722) retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.
The Board of Directors of the Company on the recommendation of the Nomination andRemuneration Committee co-opted M/s. NIRMALA BAI PEETI (DIN : 07145972)as an AdditionalDirector of the Company with effect from 31st March 2015 subject to the approval of themembers at the ensuing Annual General Meeting.
The Company has received requisite notice in writing from the members along withrequisite fees proposing Smt Nirmala Bai Peeti for appointment as Director liable toretire by rotation.
For Directors seeking appointment/re-appointment in the forthcoming Annual GeneralMeeting of the Company; the particulars as required to be disclosed in accordance withClause 49 (Corporate Governance) of Listing Agreement forms part of Corporate GovernanceReport.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 andsubject to disclosures in the Annual Accounts as also on the basis of the discussion withthe Statutory Auditors of the Company from time to time and to the best of theirknowledge and information furnished the Board of Directors states:
i. That in preparation of the Annual Accounts for the year ended 31st March 2015; allthe applicable Accounting Standards Prescribed by the Institute of Chartered Accountantsof India have been followed along with proper explanation relating to material departuresif any.
ii. That the Directors have adopted such accounting policies as selected inconsultation with Statutory Auditors and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year ended 31st March 2015.
iii. That the Directors have 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. That the Annual Accounts for the year ended 31st March 2015 has been prepared ona going concern basis.
v. Those proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
vi. That system to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively
11. RISK MANAGEMENT
Pursuant to the provisions of section 134 (3) (n) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Accounts) Rules 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force) andClause 49 of the Listing Agreement the Risk management is Not applicable to the Company
12. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the Independent Directorsunder Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149 (6) and Clause 49 of the Listing Agreement
13. STATUTORY AUDITORS
The shareholders in their meeting held on Tuesday 30th September 2014 At 11.00 AMapproved the appointment M/s.MKA Associates Chartered Accountant (Registration No.005992S) Hyderabad as the Statutory Auditors of the Company to hold office till theconclusion of 23rd Annual General Meeting subject to ratification of shareholders in everyAnnual General Meeting. Members are requested to ratify the same at the ensuing AnnualGeneral Meeting of the company; in accordance with section 139 of the Companies Act 2013.
The Audit Report issued by the Statutory Auditors for the financial year ended 31stMarch 2015 form part of this Report. There are no qualifications reservations or adverseremarks made by the Statutory Auditors which requires explanation or comments from theBoard.
14. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee hasreappointed Mr. Sandeep Chowdhury Prop. Chowdhury & Associates CharteredAccountants and Hyderabad as the Internal Auditors o your Company. The Internal Auditorsare submitting their Reports on quarterly basis pursuant to the provisions of section 138and rule 13 of companies (Accounts) rules 2014.
15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not provided any loan to any person or body corporate or given anyguarantee or provided security in connection with such loan or made any investment in thesecurities of anybody corporate pursuant to Section 186 of the Companies Act 2013. TheCompany has given advance against salary to some employees in terms of the applicablepolicies of the Company.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND 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 readwith Rule 8 of The Companies (Accounts) Rules 2014 is set out in Form - Aand Form -B which is enclosed as Annexure I to this report.
18. MANAGEMENT DISCUSSION AND ANALYSIS:
Aspects of Management Discussion and Analysis are enclosed as "Annexure II"to this report
19. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules framedthere under the Board of Directors on recommendation of the Audit Committee appointedK. Malleshwari Practicing Company Secretaries to undertake the secretarial audit of theCompany. The secretarial audit report issued by K. Malleshwari Practicing CompanySecretaries for the financial year ending 31st March 2015 is given in the FORM NO: MR - 3is herewith annexed as "Annexure (III)"attached hereto and forms part of thisReport.
20. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedHerewith as "Annexure IV" to this report
21. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is herewith annexed as Annexure V to this report and Rule 5 (2)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Noemployee of your company is in receipt of remuneration exceeding Rs.500000 per month orRs. 6000000 per annum during the Financial Year
22. CORPORATE GOVERNANCE:
Report on Corporate Governance including Auditors Certificate on Compliance withthe code of Corporate Governance under Clause 49 of the listing agreement is enclosed as"Annexure VI" to this report
23. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of section 135 (1) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Corporate social responsibilitypolicy) Rules 2014 (including any statutory modification(s) or re-enactment thereof forthe time being in force) corporate social responsibility is Not applicable to theCompany.
Your Directors place on record their appreciation for the co-operation and supportfrom the Bankers Financial institutions the Stockiest and distributors supplier andcustomers. Your Directors would also like to place on record their sincere appreciationand gratitude to the Shareholders Central and State Government agencies etc for theirsupport and co-operation. Your Directors express their heartfelt gratitude to theemployees for their exceptional commitment and loyalty to the company.
| ||BY ORDER OF THE BOARD OF DIRECTORS |
| ||PEETI SECURITIES LIMITED |
| ||Sd/- |
|Place: Hyderabad ||SANDEEP PEETI |
|Date: 14.08.2015 ||CHAIRMAN & MANAGING DIRECTOR |