To The Members of Proseed India Limited
Your Directors have pleasure in presenting the Twenty Fourth Annual Report togetherwith the Audited Accounts for the year ended 31st March 2016.
|Particulars ||Years ended 2016 ||Years ended 2015 |
|Revenue: || || |
|Revenue from Operations ||66.20 ||90.05 |
|Other income ||1.30 ||7.03 |
|Total Revenue ||67.50 ||97.08 |
|EXPENDITURE: || || |
|Purchase of stock in trade ||61.49 ||83.06 |
|Employee benefits expense ||30.94 ||23.25 |
|Finance costs ||204.10 ||316.85 |
|Depreciation expense ||0.88 ||0.79 |
|Other expenses ||28.67 ||13.22 |
|Total ||326.08 ||437.17 |
|Profit/(Loss) Before Extraordinary items and Tax ||(258.58) ||(340.09) |
|Extraordinary items ||261.58 ||- |
|Profit/(Loss) After Extraordinary items ||(520.16) ||(340.09) |
|Less: Tax Expense ||- ||- |
|Profit/(Loss) After Tax ||(520.16) ||(340.09) |
|Earnings per share - Basic/Diluted ||(0.54) ||(0.35) |
|Earnings / (Loss) per share (Extraordinary Items) - Basic/Diluted ||(0.27) ||(0.35) |
REVIEW OF OPERATIONS:
For the financial year ended March 31 2016 your Company had reported total income of' 67.50 lakhs as against ' 97.08 lakhs during the previous financial year. The Companyrecorded a Net Loss of ' 520.16 lakhs as against net loss of ' 340.09 lakhs during theprevious financial year.
During the year under review the company has not declared any dividend.
Please refer Note No. 2.4 of the notes on accounts (Financial Statements) Indebtednessin this report. DIRECTORS:
In accordance with Sections 149 150 152 & other applicable provisions if any ofthe Companies Act 2013 Shri Venkateswara Rao Tammineedi (DIN :06806293) Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. Mr. Vinod Vemula and Atluri Seetarama Rao appointed asIndependent Directors of the Company for a period of 5 years.
The Statutory Auditors M/s Sarath and Associates Chartered Accountants have beenappointed as statutory auditors of the company at the last Annual General Meeting held on30.09.2014 for a period of Three (3) years subject to ratification by members at everyconsequent Annual General Meeting. Therefore ratification of appointment of StatutoryAuditors is being sought from the members of the Company at the ensuing Annual GeneralMeeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Kota Srinivas & Associates Company Secretaries to undertake thesecretarial audit of the company. The Secretarial Audit Report is annexed herewith as'Annexure 1'.
M/s.A.S.Naidu & Co Chartered Accountants perform the duties of internal auditorsof the company and their report is reviewed by the audit committee from time to time.
The Company has not accepted any deposits within the meaning of Companies Act 2013 andthe rules framed there under.
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. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.proseedindia.in
RELATED PARTY TRANSACTIONS:
There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. However there were material relatedparty transactions in terms of clause 49 of the listing agreement. All material relatedparty transactions that were entered into during the financial year were on an arm'slength basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website. None of the Directors has any pecuniary relationshipsor transactions vis-a-vis the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
PARTICULARS OF EMPLOYEES:
None of the employees are in receipt of the remuneration as set out under the CompaniesAct 2013 and read with Rules made there-under and as such the statement as required underthe Companies Act 2013 is not applicable.
LISTING OF SHARES
The shares of the company are listed on National Stock Exchange and on the Bombay StockExchange Limited (BSE) under INDONEXT model. The listing fee for the year 2016-17 hasalready been paid to the NSE.
In accordance with SEBI (LODR) a report on Corporate Governance along with thePracticing Company Secretary Certificate on compliance of conditions of CorporateGovernance is annexed herewith and forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notattracted to the company.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance to the provisions of Section 134(3)(c) of the Companies Act 2013 yourDirectors confirm that:
(i) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed and no material departures have been made from the same;
(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 at the end of the financial year and ofthe profit or loss of the company for that period;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the directors have prepared the annual accounts on a going concern basis;
(v) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(vi) the directors have 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 EARINGS AND OUTGO:
The company has no activities relating to Conservation of Energy TechnologyAbsorption. The company has no Foreign Exchange earnings and Outgo during the year underreview.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure 2".
Your Directors thank all the members banks and regulatory and governmental authoritiesfor their continued support. We take this opportunity to place on record our sincerethanks to out Bankers State and Central Government agencies for their timely supportco-operation and valuable guidance.
| ||For and on behalf of the Board |
|Place : Hyderabad ||D V S Prakash Rao |
|Date : 2nd September 2016 ||Whole Time Director & CEO |
| ||(DIN No. 03013165) |