Your Directors have pleasure in presenting the Twenty second Annual Report togetherwith the Audited Financial Statements for the year ended 31st March 2016.
(Rs. In lakhs)
|Particulars ||For the year ended 31.03.2016 ||For the year ended 31.03.2015 |
|Income ||- ||118.18 |
|Other Income* ||122.46 ||13.01 |
|Expenditure ||90.50 ||170.69 |
|Interest ||0.04 ||0.08 |
|Depreciation & Exceptional Items ||11.89 ||86.78 |
|Profit/(Loss) before Tax ||20.03 ||(126.35) |
|Tax Expenses (for earlier years) ||40.26 ||36.33 |
|Profit/Loss after Tax ||(20.23) ||(162.68) |
|Balance brought forward from previous year ||(18259.92) ||(18097.24) |
|Balance carried over ||(18280.15) ||(18259.92) |
* represents interest income and writing off of creditors.
REVIEW OF OPERATIONS AND OUTLOOK
The company does not have any business at present. All cost cutting methods areimplemented and the same will continue. The management is looking for variousopportunities for revival.
The Company has not accepted any fixed deposits from public during the year.
TRANSFER TO RESERVES
In view of the losses transfer to General Reserves is not applicable.
In view of the loss incurred the Board does not recommend any dividend for thefinancial year ended 31st March 2016.
Mr Meleveettil Padmanabhan (DIN: 00101997) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible he offers himself for re-election. During the year MrShankarraman Vaidyanathan Chairman resigned from the Board. The Board places on recordits grateful appreciation of the valuable services rendered by Mr ShankarramanVaidyanathan (DIN: 00207553) during his tenure as the Chairman of the Board of Directors.
Brief resume of the Director nature of expertise and names of Companies in which heholds directorship and membership/ chairmanship in Board / Committees as stipulated underRegulation 36(3) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are provided in the Annexure to the Noticeconvening the Annual General Meeting.
The Board met 4 times during the financial year the details of which are given in theCorporate Governance Report.
29.5.2015; 12.8.2015; 5.11.2015; 3.2.2016
One meeting of Independent Directors was held on 03.02.2016.
Messrs. Gopikumar Associates (Firm Registration No.000981S) Chartered AccountantsChennai were appointed as the statutory auditors of the company at the AGM held on30.9.2014 for a period of 3 years till the conclusion of 23rd Annual GeneralMeeting subject to ratification by the members every year. The Auditors have confirmedtheir eligibility under Section 141 of the Companies Act 2013 and the rules framedthereunder for the continuation of their term.
The Notes on Financial Statements referred to in the Auditors' Report are selfexplanatory and do not call for any further comments. The Auditors' Report on thefinancial statements of the Company for the year under review does not contain anyqualification reservation or adverse remark.
Nothing to report since there are no operations and no employees except the WholetimeDirector.
Audit Committee consists of majority of Independent Directors as its members. Duringthe year Audit Committee met four times the details of which are given in the CorporateGovernance Report.
The details of Nomination and Remuneration Committee Shareholders / InvestorsGrievance Committee (Stakeholders Relationship Committee) and Risk Management Committeeare given in the Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act 2013 the Company has receiveddeclarations from all Independent Directors confirming that they meet the criteria ofIndependence as laid down in Section 149(6) of the Companies Act 2013 read withRegulation 26 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
The Company has a Nomination and Remuneration Policy in place. Any Remuneration payableto Directors/Senior Management Personnel are based on the approval of Nomination andRemuneration Committee. Presently not applicable as there is no remuneration payable.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loan (secured or unsecured) and has not given anyguarantee or provided any security to any person.
The Company has a Risk Management Policy. However presently not applicable as thereare no business activities.
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy for Related Party Transactions. The details havebeen disclosed in Annexure -1) .
FORMAL ANNUAL EVALUATION
In terms of the provisions of the Companies Act 2013 and the Listing regulations theBoard reviewed and evaluated its own performance and of various Committees. Theperformance evaluation of the Independent Directors were carried out by the entire Board.The performance evaluation of the Chairman and Non-Independent Directors were carried outby the Independent Directors.
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
The Company has in place a Whistle Blower Policy for Directors / Employees.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal financial control procedure in place. The internalfinancial controls are verified and certified by an independent Audit Firm.
CORPORATE SOCIAL RESPONSIBILTY (CSR)
CSR Policy is not applicable to the Company.
M/s Srikaanth and Co. Chartered Accountants Chennai were appointed as the InternalAuditors of the Company to undertake the Internal Audit of the Company for the financialyear 2015-16.
Mr B. Prabhakar Practicing Company Secretary Chennai was appointed as the SecretarialAuditor to undertake the Secretarial Audit of the Company for the financial year 2015-16.The Secretarial Audit Report is annexed to and forms part of this report (ReferAnnexure 2).
Cost Audit is not applicable to the Company.
PREVENTION OF SEXUAL HARASSMENT
Not applicable as there are no employees.
There were no material changes and commitments during the financial year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Sub Section (3)(c) and Sub Section (5) of Section 134 of the Companies Act2013 the Directors to the best of their knowledge and belief confirm that:
a) in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation 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 / 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.
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.
f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Nasscom Indian IT industry is expected to grow at 12-14% in 2016-17. The IndianIT sector has a chance to grow and expand significantly as the range of products andservices requiring enabling of information technology widens. The technology and servicesindustry in India has become a transformational partner for its customers.The risks likeCompetition failure/delay to develop and market new products and services failure/delayto execute corporate strategy litigations regulatory compliances pricing etc areimminent for the IT sectors and also for the company.
The financial statements are prepared in compliance with the requirements of CompaniesAct 1956 and Generally Accepted Accounting Principles (GAAP) followed in India which isthe accepted accounting standards of the Companies Act. Since there are no operations andno employees except Wholetime Director HR issues are not applicable. All the issues asare applicable to IT Sector in general are briefed in this section even though they maynot be applicable to the company in the present scenario.
CORPORATE GOVERNANCE REPORTS
The report on Corporate Governance as required Regulation 34 (3) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and a Compliance Certificate from the Statutory Auditors are annexed to and formspart of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
With regard to requirements relating to conservation of energy technology absorptionas required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the Company has nothing specific to report.
FOREIGN EXCHANGE EARNINGS & OUTGO
The details of foreign exchange earnings and outgo are as detailed below:
Rs in lakhs
|Particulars ||2015-16 ||2014-15 |
|Expenditure in Foreign Currency ||Nil ||6.14 |
|Earnings in Foreign Currency ||Nil ||2.64 |
PARTICULARS OF EMPLOYEES
There are no employees who are covered under Rule 5(2) of the Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014.
The details of remuneration during the year 2015-16 as required under Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 are attached and forms part of thisreport (Refer Annexure 3).
EXTRACTS OF ANNUAL RETURN
The extract of the Annual Return in the prescribed form MGT 9 is annexed to and formspart of this report (Refer Annexure 4).
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
Refer Table VII of Annexure 4
The Board records its appreciation for the continued support and cooperation receivedfrom all its associates the shareholders customers suppliers banks and GovernmentDepartments and the employees.
| ||For and on behalf of the Board |
|Place : Chennai ||Meleveettil Padmanabhan |
|Date : 20.05.2016 ||Chairman |