To The Members of Proseed India Limited
Your Directors have pleasure in presenting the Twenty Fifth Annual Report together withthe Audited Accounts for the year ended 31st March 2017.
Financial Highlights: (In Lakhs)
|Particulars ||Year ended 2017 ||Year ended 2016 |
|Revenue: || || |
|Revenue from Operations ||147.51 ||66.20 |
|Other income ||6.80 ||1.30 |
|Total Revenue ||154.31 ||67.50 |
|EXPENDITURE: || || |
|Purchase of stock in trade ||137.71 ||61.49 |
|Employee benefits expense ||31.92 ||30.94 |
|Finance costs ||49.63 ||204.11 |
|Depreciation expense ||0.88 ||0.89 |
|Other expenses ||30.76 ||28.66 |
|Total ||250.90 ||326.09 |
|Profit/(Loss) Before Extraordinary items and Tax ||(96.59) ||(258.59) |
|Extraordinary items || ||261.58 |
|Profit/(Loss) After Extraordinary items ||(96.59) ||(520.17) |
|Less: Tax Expense || || |
|Profit/(Loss) After Tax ||(96.59) ||(520.17) |
|Earnings per share (Before Extra-Ordinary Items) || || |
| Basic ||(0.10) ||(0.27) |
|Diluted ||(0.10) ||(0.27) |
|Earnings / (Loss) per share (After Extra-Ordinary Items) || || |
| Basic ||(0.10) ||(0.54) |
| Diluted ||(0.10) ||(0.54) |
REVIEW OF OPERATIONS:
For the financial year ended March 31 2017 your Company had reported total income ofRs 154.31 lakhs as against Rs 67.50 lakhs during the previous financial year. The Companyrecorded a Net Loss of Rs 96.59 lakhs as against net loss of Rs 520.17 lakhs during theprevious financial year.
Due to the lack of profits the Company has expressed its inability to declare thedividend.
Please refer Note No. 2.4 of the notes on accounts (Financial Statements) andIndebtedness in form MGT - 9 under clause V in this report.
In accordance with Sections 149 150 152 & other applicable provisions if any ofthe Companies Act 2013 Shri Dasigi Venkata Surya Prakash Rao (DIN : 03013165) Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. The Board of Directors recommends his re-appointment atthe ensuring Annual General Meeting.
As required under Section 134(3) (d) of the Companies Act 2013 All independentdirectors have given declaration to the Company that they meet the criteria of independentas laid down under section 149(6) of the Companies Act 2013.
Nekkanti Venkata Krishnayya who was appointed as an Additional Indipendent Director bythe Board of Directors of the company is proposed as an Indipendent Director of thecompany for a period of 5 years. The Board of Directors recommends his appointment at theensuring Annual General Meeting.
Renduchintala Padmavathi who was appointed as an Additional Women Director is proposedas a Non Executive Women Director of the Company for a period of 5 years. The Board ofDirectors recommends her appointment at the ensuring Annual General Meeting.
During the Year P. Parthasarthi an independent director Vinod Goud Vemula anindependent director and P. Naazneen a Women Non Executive Director have resigned and theBoard kept on record the valuable services rendered by them during their tenure.
The Statutory Auditors M/s Sarath and Associates Chartered Accountants retire atthis Annual General Meeting. The Board of Directors pursuant to the provisions of Section139 and other applicable provisions if any of the Companies Act 2013 read with Rulesmade there under recommends appointment of M/s Navitha and Associates CharteredAccountants as Statutory Auditors of the Company for a period of block of Five (5) yearsfrom conclusion of this Annual General Meeting till the conclusion of 30th Annual GeneralMeeting in the calendar year of 2022.
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.Gorantla & Co Chartered Accountants perform the duties of internal auditors ofthe 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 34(3) and 53(f) of the SEBI (LODR) Regulations 2015. Allmaterial related party transactions that were entered into during the financial year wereon an arm's length 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 PartyTransactions are placed before the Audit Committee and also before the Board for approval.The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. None of the Directors has any pecuniary relationships or transactionsvis--vis the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
With reference to the SEBI letter no. SEBI/HO/ISD/ISD/OW/P/2017/18926 dated August 92017 the Company was asked by the NSE to provide details financial informationcompliance confirmation etc and the Company has submitted all the documents requested. Inaddition the Management Team of the Company has expressed in its reply to NSE itsinterest to have a hearing at the Hyderabad NSE_Regional office through VideoConferencing.
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 2017-18 hasalready been paid to the NSE.
In accordance with SEBI (LODR) Regulations 2015 a report on Corporate Governance alongwith the Practicing 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:
a. in the preparation of the Annual Accounts the applicable accounting standards havebeen followed and no material departures have been made from the same;
b. 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;
c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern basis;
e. 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
f. 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 our Bankers State and Central Government agencies for their timely supportco-operation and valuable guidance.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||D V S Prakash Rao |
|Place : Hyderabad ||Whole Time Director & CEO |
|Date : 28th August 2016 ||(DIN No. 03013165) |