PS IT Infrastructure and Services Limited
Your Directors are elated in presenting the 34th Annual Report of theCompany along with the Audited Statement of Accounts for the year ended as on 31st March2016.
2. FINANCIAL RESULTS
|Particulars ||Current Financial Year (2015-16) ||Previous Financial Year (2014-2015) |
|Profit /(Loss) before Tax ||3971028 ||17210515 |
|Provision for Tax ||(1959139) ||(5583952) |
|Profit/ (loss) after Tax ||2011890 ||11626563 |
|Balance Brought Forward ||- ||- |
|Add:- Excess /(short) Provision Reversed 7 MVAT Credit || || |
|Balance carried to Balance Sheet ||2011890 ||11626563 |
3. BUSINESS OVERVIEW
Due to adverse market situations the Net Profit after Tax of the Company has declinedfrom Rs. 11626563 to Rs. 2011890. The Company's management policy has providedcushion effect to the adversities of the market on the performance of Company. The Boardof Directors look towards the future performance with a positive approach.
Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and with a view to conserve the resources they do not recommend any dividendfor the year ended 31st March 2016.
5. SUBSIDIARIES OF THE COMPANY:
The Company has no subsidiaries of its own for the year ended 31st March2016
6. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.
7. STATUTORY AUDITORS
M/s. Ranjit Gothi & Associates Chartered Accountants Surat (Firm RegistrationNumber:137993W) were appointed as the Statutory Auditors of the company at the 32ndAGM held on 29th September 2014 for five consecutive years subject to ratification atevery Annual General Meeting. Accordingly their appointment is proposed to be ratified inthe ensuing AGM. They have given their eligibility & consent for the proposedratification. Further M/s. Ranjit Gothi & Associates Chartered Accountants Suratdiscontinued from the position of Statutory Auditor and B.S. Kedia & Co. (FirmRegistration Number: 317159E) will be appointed as Statutory Auditor in the ensuing AGMfor the period of 5 years.
8. SECRETARIAL AUDITORS
M/s. H V Gor & Co Practicing Company Secretaries have been appointed in the BoardMeeting held on 30th May 2016 as the Secretarial Auditor of the Company u/s 204 of theCompanies Act 2013 to conduct Secretarial Audit of the matters of the Company and reportthereof. The Secretarial Auditor's Report has been annexed to the Board Report underAnnexure II
9. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification reservation or adverse remark made by the Auditorsin theirreport.
The explanations made by the Board relating to the qualifications reservationsadverse remarks made by the Practicing Company Secretary in his Secretarial Audit Reportare furnished as under:
1. The Company has been inviting the applications for the post of Company Secretary inwhole time employment of the Company by issuing classifieds in the newspapers. Howeverthe Company has failed to receive application from a suitable candidate for theaforementioned responsibilities;
2. The Company has failed to submit e-form MGT-10 with the Registrar of Companies forintimation in the change of shareholding of promoters and top ten shareholders above 2% oftheir holding due to inadvertent error;
3. The Company has failed to submit the intimations and disclosures with the stockexchange within stipulated time frame due to inadvertent error. However the Company hasmade sure that all the required disclosures and intimations has been delivered to thestock exchange;
4. The website of the Company has not been updated due to technical reasons. Howeverthe Company is in the process of updating the website;
5. The Company has failed to effect the appointment of the Independent Directors due togenuine oversight on the part of the Company. However the Company has proposed the freshappointment of the Independent Directors of the Company in the ensuing Annual GeneralMeeting of the Company.
The Company ensures good corporate practices and always have been in favour offollowing the business principles in the interest of the members and stakeholders of theCompany.
Mr. Kawarlal Ojha was appointed as Additional Director on 19th March 2016.
Mr. Kashi Prasad Bajaj (DIN: 00559830) who was appointed as Independent Director asper clause 49 of the Listing Agreement and who fulfills the conditions for independencespecified under Companies Act 2013 is appointed as Independent Director at this AnnualGeneral Meeting for a period of 5 consecutive years.
Further Mr. Pradeep Pushkarmal Gupta (DIN: 01964509) who was appointed as IndependentDirector as per clause 49 of the Listing Agreement and who fulfills the conditions forindependence specified under Companies Act 2013 is appointed as Independent Director atthis Annual General Meeting for a period of 5 consecutive years.
In accordance of provisions of Section 152 of the Companies Act 2013 Mr. JoharpalSingh (Din: 00113986) a Director liable to retire by rotation and being eligible offershimself for re-appointment.
11. DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
12. BOARD MEETINGS
The Board of Directors met Nine times during the financial year under review.
13. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are applicable to the Company and hence the Company has devised apolicy relating to appointment of Directors payment of Managerial remuneration Directorsqualifications positive attributes independence of Directors and other related mattersas provided under Section 178(3) of the Companies Act 2013.
14. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014
The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.
15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16.
|No of complaints received: ||Nil |
|No of complaints disposed off: ||Nil |
16. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that:
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed with proper explanation relating to material departures if any;
b. They have in the selection of the accounting policies consulted the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2016 and of its Profit for the year ended on that date;
c. They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; and
d. They have prepared the annual accounts for the year ended 31st March 2016 on a'going concern' basis; and
e. They have laid down Internal Financial Controls which are adequate and areoperating effectively.
f. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The Company has not advanced loans or made any investments and has not given anyguarantee pursuant to Section 186 of the Companies Act 2013 during the year under reviewand hence the said provisions are not applicable.
18. DISCLOSURES OFAMOUNTS IFANY TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.
19. MATERIAL CHANGESAND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.
20. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are not required to be furnishedconsidering the nature of activities undertaken by the Company during the year underreview. Further during the year under review the Company has neither earned nor used anyforeign exchange.
21. STATEMENT INDICATING DEVELOPMENTAND IMPLEMENTATION OF RISK MANAGEMENT
The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.
22. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators/Courts/Tribunal whichwould impact the going concern status of the Company and its future operations. Hencedisclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.
23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES2014:
The Company has an adequate Internal Financial Control system commensurate with thesize of its business operations.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANTTO SECTION 188 OF THE COMPANIES ACT 2013
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
25. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in"Annexure I".
26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members;
a. Mr. Kashi Prasad Bajaj
b. Mr. Pradeep Kumar Gupta
c. Mr. Joharpal Singh
The above composition of the Audit Committee consists of independent Directors viz.Mr. Kashi Prasad Bajaj and Mr. Pradeep Kumar Gupta who form the majority.
The Company has established a vigil mechanism and oversees through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.
27. CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance practices. Itbelieves that proper corporate governance is not just a regulatory compliance but also afacilitator for enhancement of stakeholder's value. Reports on Corporate Governance andManagement Discussions & Analysis are annexed and form part of this report.
28. APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the co-operationand support of the Company's Bankers its valued customers employees and all otherintermediaries concerned with the Company's business.
Your directors are grateful towards all members for supporting and sustaining us duringthe intricate days. We look forward to your continued support and reiterate that we aredetermined to ensure that the plans are successfully implemented.
| || |
By Order of the Board of Directors
| || |
For PS IT Infrastructure & Services Ltd.
| ||Sd/- ||Sd/- |
| ||Mr. Kawarlal Ojha ||Mr. Joharpal singh |
|Place: Mumbai ||Director ||Director |
|Date :13/08/2016 ||DIN:07459363 ||DIN:00113986 |