To the Members
The Directors have pleasure in presenting before you the 22nd Directors Report ofthe Company together with the Audited Statements of Accounts for the year ended 31stMarch 2017
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
The performance during the period ended 31st March 2017 has been as under:
| || ||(Rs. In Lakhs) |
|Particulars ||2016-2017 ||2015-2016 |
|Total Income ||5042.17 ||4874.91 |
|Total Expenditure ||5031.19 ||4830.26 |
|Profit before Tax ||10.98 ||37.85 |
|Provision for Taxation ||3.39 ||11.69 |
|Profit After Tax ||7.59 ||26.15 |
|Transfer to General Reserve ||7.59 ||26.15 |
|Profit available for appropriation ||NIL ||NIL |
|Provision for Proposed Equity Dividend ||NIL ||NIL |
|Balance Carried to Balance Sheet ||7.59 ||26.15 |
2. REVIEW OF OPERATION:
During the year under review the Company has recorded an income of Rs.5042.17 Lakhsand the Profit of Rs.7.59 as against the income of Rs. 4874.91Lakhs and reported profit ofRs. 26.15 Lakhs in the previous financial year ending 31.03.2016.
3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting financial position of thecompany between 31st March 2017 and the date of Boards Report. (I.e. 12/08/2017)
4. CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Boards Report there was no changein the nature of Business.
5. PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning of Sec. 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.
6. TRANSFER TO RESERVES:
The company has not transferred any amount to reserves for the year.
Keeping the Companys revival plans in mind your Directors has not recommenddividend for the year.
8. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
9. DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:
Your Company has not accepted any deposits falling within the meaning of Sec. 73 of theCompanies Act 2013 read with the Rules of Companies (Acceptance of Deposits) Rules 2014during the financial year under review.
10. DISCLOSURES UNDER SECTION 134(3) (l) OF THE COMPANIES ACT 2013:
There have been no material changes and commitments affecting the financial positionof the Company which occurred during between the end of the financial year to which thefinancial statements relate and the date of this report.
11. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS COURTS TRIBUNALSIMPACTING THE GOING CONCERN BASIS OF THE COMPANY:
There were no significant material orders passed by regulators courts tribunalsimpacting the going concern basis of the Company.
12. CORPORATE GOVERNANCE:
Corporate Governance is not applicable to the company since the paid up equity sharecapital and net worth of the company does not exceed Rs. 10 crores and Rs. 25 croresrespectively. However the company voluntarily provides a separate section in the AnnualReport titled Report on Corporate Governance along with the AuditorsCertificate on Corporate Governance as stipulated under Regulation 34 read with Schedule Vof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
13. AUTHORISED AND PAID UP CAPITAL OF THE COMPANY:
The authorized capital of the company stands at 70000000 /- divided into 7000000equity shares of Rs.10/- each and the paid up capital stands at Rs.50003010 dividedinto 5000301 equity shares of 10/- each.
14. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report.
15. DETAILS OF RE-APPOINTMENT /APPOINTMENT OF THE DIRECTOR:
During the year Mr. Kiran Kumar was appointed as Additional Director w.e.f.11.10.2016. Now the Board proposes to appoint him as Director of the company.
As per the provisions of the Companies Act 2013 Mr. K S. Rao (DIN: 01363257) retiresby rotation at the forthcoming Annual General Meeting and being eligible offers himselffor reappointment.
The Board recommends the re-appointment of Mr. Kiran Kumar and Mr. K S. Rao Itemsseeking your approval on the above are included in the Notice convening the AGM. Briefresumes of the directors being appointed / re-appointed form part of the Notice of theensuing AGM
16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Sanjeev Sarma Ms. Navneet Kaur VirkMr. Srikanth Gummalla Mr. Sumant Pinnamaneni Mr. K.Kiran Kumar and Mr. Ajay YadavIndependent directors of the company to the effect that they are meeting the criteria ofindependence as provided in Sub-section (6) of Section 149 of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
17. DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
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 and loss of the company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis; and
e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES:
The Company does not have any subsidiary company (ies).
19. GOODS AND SERVICES TAX (GST):
The introduction of Goods and Services Tax (GST) is a very significant step in thefield of indirect tax reforms in India. By amalgamating a large number of Central andState taxes into a single tax it would mitigate cascading or double taxation in a majorway and pave the way for a common national market.
The transition to GST scenario is a major change process and the Company hasestablished a dedicated team to evaluate the impact analysis and carry out changes to thebusiness process & Real Estate and Infrastructure Development s as per the GSTframework.
20. INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs vide its notification dated 16th February 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of the saidnotification the Company will adopt Indian Accounting Standards with effect from 01stApril 2017. The implementation of Indian Accounting Standards (IAS) is a major changeprocess for which the
Company has set up a dedicated team and is providing desired resources for itscompletion within the time frame. The impact of the change on adoption of said IAS isbeing assessed.
21. STATUTORY AUDITORS:
M/s. Hanumaiah & Co. Associates Statutory Auditors of the company retires at theensuing annual general meeting and is eligible for reappointment. As required under theprovisions of Section 139 of the Companies Act 2013 the Company has received a writtenconsent from the auditors to their re-appointment and a certificate to the effect thattheir re-appointment if made would be in accordance with the Companies Act 2013 and therules framed there under and that they have satisfied the criteria provided in Section 141of the Companies Act 2013.
The Board recommends the re-appointment of M/s. Hanumaiah & Co. as the statutoryauditors of the Company from the conclusion of this Annual General meeting till theconclusion of the next Annual General Meeting.
22. INTERNAL AUDITORS:
The Company has not appointed and internal auditor for the Financial Year 2016-17.
23. SECRETARIAL AUDITORS:
The Board had appointed M/s. Sambhu Prasad M & Associates Practicing CompanySecretaries Hyderabad having CP No.11723to conduct Secretarial Audit for the financialyear 2016-17 pursuant to the provisions of Section 204 of the Companies Act 2013 andCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit Report in Form MR 3 for the financial year 2016- 17 is enclosed herewithas Annexure A to this Report.
Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 Secretarial audit report as provided by M/s. Sambhu Prasad M & AssociatesPracticing Company Secretaries is annexed to this Report as annexure.
24. AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditors Report on the Accounts for theyear ended March 31 2017 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in view of the robust growth in the industry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and noted is at the same thatthe company has not appointed company secretary and Internal Auditor during the year butthe company is taking necessary measures to appoint the same at the earliest.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:
A. Conservation of Energy:
Your Companys operations are not energy intensive. Adequate measures have beentaken to conserve energy wherever possible by using energy efficient computers andpurchase of energy efficient equipment.
|B. Technology Absorption: || |
|1. Research and Development (R&D) ||NIL |
|2. Technology absorption adoption and innovation ||NIL |
|C. Foreign Exchange Earnings and Out Go: || |
|Foreign Exchange Earnings ||Rs. NIL |
|Foreign Exchange Outgo ||Rs.NIL |
26. CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
27. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.
The properties and assets of your Company are adequately insured.
29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans or Guarantees during the year under review.
30. CREDIT & GUARANTEE FACILITIES:
The Company has availed a vehicle loan from Indian Overseas Bank for a sum of Rs.9000000 on 07.12.2015 for purchase of a four wheeler (Audi Q7).
31. RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well-structured riskmanagement process.
32. RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arms lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the company on materiality of related party transactions.
33. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
34. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies(Appointment & Remuneration) Rules 2014 no remuneration has been paid toany of the Directors of the Company for the financial year 2016-17.
35. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis
36. SECRETARIAL STANDARDS:
The company is in compliance with Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.
37. EVENT BASED DISCLOSURES:
During the year under review the Company has not taken up any of the followingactivities:
a) Issue of sweat equity share: The Company has not issued any sweat equityshares during the year under review and hence no information as per provisions of Section54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.
b) Issue of shares with differential rights: The Company has not issued anyshares with differential rights and hence no information as per provisions of Section43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture)Rules 2014.
c) Issue of shares under employees stock option scheme: The Company hasnot issued any equity shares under Employees Stock Option Scheme during the year underreview and hence no information as per provisions of Section 62(1)(b) of the Act read withRule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.
d) Non- Exercising of voting rights : During the year under review there wereno instances of non-exercising of voting rights in respect of shares purchased directly byemployees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) ofCompanies (Share Capital and Debentures) Rules 2014.
e) Disclosure on purchase by company or giving of loans by it for purchase of itsshares: The Company did not purchase or give any loans for purchase of its shares.
f) Buy back shares: The Company did not buy-back any shares during the periodunder review.
g) Disclosure about revision: Since the company did not undergo any revisionthis clause is Not Applicable to the company for the period under review.
h) Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.
38. EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 197(12) of CompaniesAct 2013 read with Rule 5 of Companies (Appointment & Remuneration Of ManagerialPersonnel) Rules 2014.
39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposedduring
the calendar year.
|No. of complaints received ||Nil |
|No. of complaints disposed off ||Nil |
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels for the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation of business constituents banksand other financial institutions other statutory authorities like SEBI ROC StockExchanges NSDL CDSL etc and shareholders of the Company for their continued support forthe growth of the Company.
| || ||For and on behalf of the Board |
| || ||PVV Infra Limited |
| ||Sd/- ||Sd/- |
|Place: Chennai ||P V V Satyanarayana ||K. S. Rao |
|Date: 12.08.2017 ||Director (DIN: 01311615) ||Executive Director(DIN: 01363257) |