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South India Projects Ltd.

BSE: 538891 Sector: Financials
NSE: N.A. ISIN Code: INE613C01018
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NSE 05:30 | 01 Jan South India Projects Ltd
OPEN 248.80
PREVIOUS CLOSE 249.35
VOLUME 292
52-Week high 254.00
52-Week low 162.80
P/E 131.14
Mkt Cap.(Rs cr) 124
Buy Price 246.50
Buy Qty 32.00
Sell Price 246.70
Sell Qty 9.00
OPEN 248.80
CLOSE 249.35
VOLUME 292
52-Week high 254.00
52-Week low 162.80
P/E 131.14
Mkt Cap.(Rs cr) 124
Buy Price 246.50
Buy Qty 32.00
Sell Price 246.70
Sell Qty 9.00

South India Projects Ltd. (SOUTHINDIAPROJ) - Director Report

Company director report

To

The Members

SOUTH INDIA PROJECTS LTD

CIN: L72100WB1981PLC034342

Kolkata

Your Directors have pleasure in presenting their 35th Annual Report on theAudited Financial Statement of South India Projects Ltd ("the Company")for the Financial Year ended March 31 2016.

FINANCIAL RESULTS

The summarized Standalone financial performance of the Company for the FY 2015-16 andFY 2014-15 is given below:

[Amount in Rs.]

Particulars F.Y. 2015-2016 F.Y.2014-15
Gross Income 7741417 18773538
Profit/(Loss) before depreciation interest and tax
Financial costs 3000209 11037
Depreciation & Amortisation Nil Nil
Profit before exceptional and extraordinary items and tax 4741208 18762501
- Exceptional Items / Extraordinary Items 0.00 0.007
Profit Before Tax 3483949 16421242
- Current Tax - Income Tax 750000 3465000
- Earlier Year Tax - Short/(Excess) Provision of Tax 149082 941621
- Deferred Tax 0.00 0.00
- MAT Credit entitlement 0.00 0.00
Net Profit After Tax 2733949 12956242
Balance of Profit brought forward 10977168 6811417
Balance available for appropriation Nil Nil
Proposed Dividend on Equity Shares Nil Nil
Tax on proposed Dividend Nil Nil
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet

REVIEW OF OPERATIONS

During the year under review the Company has posted total Income of Rs. 7741417/-(Rupees seventy seven lakhs forty one thousand and four hundred seventeen only) as againsttotal Income of Rs. 18773538/- (Rupees one crore eighty seven lakhs seventy threethousand five hundred and thirty eight only) in the corresponding previous year.

Further net profit after tax for the year under review was Rs. 2733949/- (Rupeestwenty seven lakhs thirty three thousand nine hundred and forty nine only) as against netprofit after tax of Rs. 12956242/- (Rupees one crore twenty nine lakhs fifty sixthousand two hundred and forty two only) in the corresponding previous year.

TRANSFER TO STATUTORY RESERVES

During the financial year under review your Company transferred of Rs. 546800 toSpecial reserve as as provided in Section 45IC of the Reserve Bank of India Act 1934 forthe financial year ended March 31 2016.

DIVIDEND

In order to conserve the resources for the further growth of the Company yourDirectors think fit not to recommend any dividend for the year under review.

STATE OF THE COMPANY'S AFFAIRS AND FUTURE OUTLOOK

The Company is solely concentrating in the Non- Banking Financial Company segment andthere has been no change in the business of the Company during the financial year ended31st March 2016.

INDUSTRY SCENARIO

NBFCs play a vital role in the financial sector of our economy along with otherfinancial institutions. Over the years due to their strategic management practices andrefined operational techniques coupled with lower costs of delivery lower restrictions oncustomers etc. have led to it being an alternate choice and at times the first choice forseveral customers who need financing. While the RBI has made regulations stringent forthe NBFCs it has also recognized the utility of the NBFCs and thereby made them eligibleto set up Banks and also act as an extension of Banks where the Banks cannot reach. Dueto the increase in finance space by NBFCs the RBI's surveillance has increased. Throughits various regulatory measures NBFCs are brought under stricter supervisory regime ofRBI. While several steps are being taken to increase the role that the NBFCs play normsare being strengthened to ensure that there is a strong transparent and robust nonbanking financial sector.

CHANGE IN NATURE OF BUSINESS IF ANY

During the financial year under review in order to diversify the business of thecompany the new object clause was inserted in Main object clause of the Company tocommence the Information Technology and software related businesses.

The company is engaged in the business of development and designing of softwareapplication packages system modules either for its own use or for sale in India or forexport outside India and to design and develop such systems and application software foror on behalf of manufacturers banking insurance owners and users of computers systemsand digital / electronic equipment and other domains in India or elsewhere in the worldand to provide technical management and project consultancy service for development ofsystems packages etc. and also to undertake programs for training of personnel at variouslocation for development of Software application packages systems modules and engage inmarketing and distribution reselling of software system modules computer hardware andperipherals. Also providing cloud based services such as Infrastructure as a Service(IaaS) Platform as a Service (PaaS) and Software as a Service (SaaS) for its clients inIndia and outside of India.

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31 2016 is Rs. 30333880comprising of 3033380 equity shares of Rs. 10/- each. During the year under review theCompany has not issued any equity shares.

ACQUISITION OF EQUITY SHARES OF THE COMPANY THROUGH OPEN OFFER

During the financial year under review Mr. Joseph Sudheer Reddy Thumma and Mr. JaganMohan Reddy Thumma had entered into Share Purchase Agreement dated April 08 2015 with theearlier Promoters/ Promoter Group of the Company to acquire in aggregate 1229346 equityshares of Rs. 10/- each representing 40.53% of the total equity and voting share capitalof the Company at a price of Rs. 25/- per fully paid-up equity share.

The Open Offer was made for acquisition of more than 26 % of the equity and votingshare capital of the Company in compliance with SEBI (Substantial Acquisition of Sharesand Takeover) Regulations 2011.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 34th Annual General Meeting held on September 30 2015 Mr. SanjayMohta and Mrs. Nita Agarwal was appointed as an Independent Director to hold office for aperiod of 5 (five) consecutive years. The said Independent Director fulfils the conditionsspecified in the Companies Act 2013 and the Rules made there under and they areindependent of the management and have submitted the Declarations as prescribed underSection 149(6) of the Companies Act 2013.

Further the Board of Directors of the Company at their meeting held on December 292015 appointed Mr. Jagan Mohan Reddy Thumma and Mr. Joseph Sudheer Reddy Thumma as anAdditional Directors on the Board of the Company pursuant to the provisions of Section161(1) of the Companies Act 2013 read with the Articles of Association of the Company andsubsequently they were regularized as Directors (Promoter) though postal ballot.

Further Mr. Jai Prakash Tantia and Mr. Akash Tantia Directors of the Company tendedtheir resignation on December 29 2015 from the Directorship of the Company.

Further during the financial year under review Mr. Subhash samala babu Mrs.Tiparnapally Nikitha and Mr. Surya Narayan Tripathy appointed as an Independent Directorsof the Company w.e.f. February 26 2016 and necessary approval was obtained from theMembers of the Company through Postal ballot. The said Independent Director fulfils theconditions specified in the Companies Act 2013 and the Rules made there under and theyare independent of the management and have submitted the Declarations as prescribed underSection 149(6) of the Companies Act 2013.

Further existing Independent Directors namely Mr. Pradeep Chhotaria Mr. AmitabhKejriwal Mr. Premjeet Singh and Mrs. Nita Agarwal tended their resignation from theDirectorship of the Company w.e.f. February 26 2016.

Mr. Himanshu Maheshwari Company Secretary of the Company resigned from the post ofCompany Secretary w.e.f. February 26 2016.

However Mr. Sanjay Mohta Independent Director of the Company has tended theirresignation from the directorship of the Company and Mr. Pawan Kumar Sureka ChiefFinancial Officer of the Company also resigned from his office w.e.f. August 13 2016.

In accordance with section 152(6) of the Companies Act 2013 and in terms of Articlesof Association of the Company Mr. Jagan Mohan Reddy Thumma Director of the Companyretires by rotation and being eligible; offers himself for re-appointment at theforthcoming 35th Annual General Meeting. The Board recommends the saidreappointment for shareholders approval.

DECLARATION BY INDEPENDENT DIRECTORS

As on March 31 2016 Mr. Sanjay Mohta Mr. Subhash samala babu Mrs. TiparnapallyNikitha and Mr. Surya Narayan Tripathy are Independent Directors on the Board of yourCompany. These Non-Executive Independent Directors fulfill the conditions of Independencespecified in Section 149(6) of the Companies Act 2013 and Rules made thereunder and meetwith the requirement of Clause 49 of the Listing Agreement entered into with the StockExchanges / Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A format letter of appointment to Independent Director as provided inCompanies Act 2013 and the Listing Agreement has been issued and disclosed on the websiteof the Company viz. www. www.southindiaprojectslimited.in.

Further the Independent Directors of your Company comprising of Mr. Sanjay Mohta Mr.Subhash samala babu Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathy in themeeting held on 26th February 2016 has reviewed performance evaluation ofNon-Independent Directors of the Company and other agendas in line with the requirement ofthe Listing Agreement / Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 read with applicable provisions of Schedule IVof the Companies Act 2013 were transacted thereat.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the Listing Agreement /Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsCommittees. The Directors expressed satisfaction with the evaluation process.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act 2013 the Board ofDirectors of the Company hereby confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the directors have 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 have 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 have prepared the annual accounts on a going concern basis; and

(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.

(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.

NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and the Listing Agreement / Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

Further 07 (Seven) Board Meetings were held during the year ended March 2016 thedates which are April 27 2015 May 28 2015 August 12 2015 November 14 2015 December29 2015 February 14 2016 and February 26 2016.

Details of attendance are as under

Date of Board meeting

Name of the Directors 27/04/2015 28/05/2015 12/08/2015 14/11/2015 29/12/2015 14/02/2016 26/02/2016
*Mr. Jai Prakash Tantia X X X X
*Mr. Akash Tantia X X X X
***Mr. Pradeep Chhotaria
***Mr. Amitabh Kejriwal X X X
***Mr. Premjeet Singh X X X
Mr. Sanjay Mohta X X
***Mrs. Nita Agarwal X X X
**Mr. Jagan mohan reddy Thumma X X X X
**Mr. Joseph Sudheer Reddy Thumma X X X X
****Mrs. Tiparnapally Nikitha X X X X X
****Mr. Surya Narayan Tripathy X X X X X
****Mr. Subhash samala babu X X X X X

* Resigned from Directorship of the Company w.e.f. December 29 2015.

** Appointed as an Additional Directors on the Board of the Company w.e.f. December 292015.

*** Resigned from Directorship of the Company w.e.f. February 26 2016.

**** Appointed as an Additional Directors on the Board of the Company w.e.f. February26 2016.

The provisions of Companies Act 2013 rules made thereunder and the SecretarialStandards were adhered to while considering the time gap between two meetings and holdingthe meetings.

AUDIT COMMITTEE

Your Company has formed an Audit Committee as per the Companies Act 2013 and thelisting agreement / Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. All members of the Audit Committee possessstrong knowledge of accounting and financial management.

During the Financial Year 2015-16 Four (4) meetings of the Committee were held on May28 2015 August 12 2015 November 14 2015 and February 14 2016.

Further during the financial year under review you Board has reconstituted twice thesaid committee due to changes in Directorships of the Company. Details of the compositionof the Committee and attendance during the year are as under:

Name of Directors Designation No. of Meetings Attended
1 ***Mr. Amitabh Kejriwal Chairman Independent Director 4
2. ***Mr. Premjeet Singh Member Independent Director 4
3. *Mr. Jai Prakash Tantia Member Executive Director 3
4. **Mr. Jagan Mohan Reddy Thumma Member Executive Director 1
5. ****Mr. Subhash Samala Babu Member Executive Director 0
6. ****Mr. Surya Narayan Tripathy Chairman Executive Director 0

* Mr. Jai Prakash Tantia resigned from the Directorship of the Company w.e.f. December29 2015.

** Mr. Jagan mohan reddy thumma appointed as Member of said committed w.e.f. December29 2015.

*** Mr. Amitabh Kejriwal and Mr. Premjeet Singh resigned from the Directorship of theCompany w.e.f. February 26 2016.

**** Mr. Subhash samala babu and Mr. Surya Narayan Tripathy appointed asMember of the Company w.e.f. February 26 2016.

Further the Audit Committee is functional as per the provision of Section 177 ofCompanies Act 2013 and Rules made thereunder and as per listing agreement / Regulation 18of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration committee of the Company shall perform such role andduties as mentioned in Section 178 of the Companies Act 2013 and listing agreement /Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. The Nomination and Remuneration committee has been assigned to approveand settle the remuneration package with optimum blending of monetary and non-monetaryoutlay.

During the Financial Year 2015-16 Five (5) meetings of the Committee were held on May28 2015 August 12 2015 November 14 2015 December 29 2015 and on February 26 2016.

Further during the financial year under review you Board has reconstituted twice thesaid committee due to changes in Directorships of the Company. Details of the compositionof the Committee and attendance during the year are as under:

Name of Directors Designation No. of Meetings Attended
1 ***Mr. Amitabh Kejriwal Chairman Independent Director 5
2. ***Mr. Premjeet Singh Member Independent Director 5
3. *Mr. Akash Tantia Member Non-Executive Director 4
4. **Mr. Sanjay Mohta Member Independent Director 1
5. ****Mr. Subhash Samala Babu Chairman Independent Director 0
6. ****Mrs. Tiparnapally Nikitha Member Independent Director 0
7. ****Mr. Surya Narayan Tripathy Member Independent Director 0

* Mr. Akash Tantia resigned from the Directorship of the Company w.e.f. December 292015.

** Mr. Sanjay Mohta appointed as Member of said committed w.e.f. December 29 2015 andremoves the same w.e.f. February 26 2016.

*** Mr. Amitabh Kejriwal and Mr. Premjeet Singh resigned from the Directorship of theCompany w.e.f. February 26 2016.

**** Mr. Subhash samala babu Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathyappointed as Member of the Company w.e.f. February 26 2016.

NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Companies Act 2015 the Board of Directors hasadopted a Policy on Board Diversity Director Attributes and the Remuneration. The Policyof Nomination and Remuneration Committee has been framed to encourage diversity ofthought experience knowledge perspective age and gender in the Board. The RemunerationPolicy for Directors Key Managerial Personnel and all other employees is aligned to thephilosophy on the commitment of fostering a culture of leadership with trust. TheRemuneration Policy aims to ensure that the level and composition of the remuneration ofthe Directors Key Managerial Personnel and all other employees is reasonably sufficientto attract retain and motivate them to successfully run the Company.

The policy on remuneration is enclosed as Annexure V and forms part ofthis Report. Further information about elements of remuneration package of individualdirectors is provided in the extract of Annual Return is enclosed at Annexure IIin the prescribed form MGT-9 and forms part of this Report.

STAKEHOLDER RELATIONSHIP COMMITTEE:

During the Financial Year 2015-16 Four (4) meetings of the Committee were held on May28 2015 August 12 2015 November 14 2015 and on February 26 2016.

Further during the financial year under review you Board has reconstituted the saidcommittee due to changes in Directorships of the Company. Details of the composition ofthe Committee and attendance during the year are as under:

Name of Directors Designation No. of Meetings Attended
1 ***Mr. Amitabh Kejriwal Chairman Independent Director 4
2. ***Mr. Premjeet Singh Member Independent Director 4
3. *Mr. Akash Tantia Member Non-Executive Director 3
4. **Mr. Sanjay Mohta Member Independent Director 1
5. ****Mr. Subhash Samala Babu Chairman Independent Director 0
6. ****Mrs. Tiparnapally Nikitha Member Independent Director 0
7. ****Mr. Surya Narayan Tripathy Member Independent Director 0

* Mr. Akash Tantia resigned from the Directorship of the Company w.e.f. December 292015.

** Mr. Sanjay Mohta appointed as Member of said committed w.e.f. December 29 2015 andremoves the same w.e.f. February 26 2016.

*** Mr. Amitabh Kejriwal and Mr. Premjeet Singh resigned from the Directorship of theCompany w.e.f. February 26 2016.

**** Mr. Subhash samala babu Mrs. Tiparnapally Nikitha and Mr. Surya Narayan Tripathyappointed as Member of the Company w.e.f. February 26 2016.

The terms of reference were enlarged by the Board to be in line with Section 178 of theCompanies Act 2013 and revised clause 49 of the Listing Agreement / Regulation 20 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. The Committee reviews Shareholder s / Investor s complaints likenon-receipt of Annual Report physical transfer/ transmission/transposition split/consolidation of share certificates issue of duplicate share certificates etc. ThisCommittee is also empowered to consider and resolve the grievance of other stakeholders ofthe Company including security holders.

The total numbers of complaints received during the year were zero and there was nopending complaint as on March 31 2016.

PARTICULARS OF EMPLOYEE

The information required pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 in respect ofemployees of the Company is enclosed as Annexure I and forms part of thisReport.

Further no employee of the Company is earning more than the limits as prescribedpursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Amendment Rules 2016 in respect of employees of the Company.

INTER SE RELATIONSHIP BETWEEN DIRECTORS

Except Mr. Joseph Sudheer Reddy Thumma and Mr. Jagan Mohan Reddy Thumma Director whoare related to each other none of the other Directors is related to each other within themeaning of the term "relative" as per Section 2(77) of the Companies Act 2013read the Listing Agreement / Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

EXTRACT OF ANNUAL RETURN:

The Extract of the Annual Return in Form MGT-9 as required under Section 92 of theCompanies Act 2013 is included in this Report as Annexure II and forms partof this Report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary company and has not entered into joint venturewith any other company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report which gives a detailed state of affairsof the Company s operations forma a part of this Annual Report as Annexure III.

STATUTORY AUDITORS' AND AUDITORS' REPORT

At the 35th Annual General Meeting held on September 30 2016 M/s. S. K.Soni & Co Chartered Accountant [Firm Regd. No: 307168E] were appointed asStatutory Auditors of the Company to hold office till the conclusion of the 36thAnnual General Meeting to be held in Calendar year 2017. In the terms of the first provisoto Section 139 of the Companies Act 2013 the appointment of the Auditors shall be placedfor ratification at every Annual General Meeting.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act 2013 and Rules made there under Mr.Kiransingh Rajpurohit Company Secretaries have been appointed Secretarial Auditors ofthe Company. The Secretarial Audit Report is enclosed as Annexure IV to thisreport.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls system. The AuditCommittee of the Board periodically reviews the internal control systems with themanagement and Statutory Auditors. Significant findings are discussed and follow-ups aretaken thereon.

Further the Board of Directors is responsible for the matters stated in Section 134(5)of the Companies Act 2013 with respect to the preparation of these financial statementsthat give a true and fair view of the financial position financial performance and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Accounting Standards specified under Section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

EXPLANATION(S)/ COMMENT(S) PURSUANT TO SECTION 134(3)(f)(i)& (ii) IF ANY OF THECOMPANIES ACT 2013:

Explanation pursuant to Section 134(3)(f)(i):

There are no adverse remarks/Qualifications made in Statutory Report issued byStatutory Auditor of the Company.

Explanation pursuant to Section 134(3)(f)(ii):

1. The Company has already started the process for appointment of Internal Auditorconsidering the nature and size of the business of the Company.

2. The Company has faced technical difficulties in filing eforms on MCA portal andhence the same were pending.

3. Due to some technical reasons the website of the Company faced some difficulties inproper functioning; however the said issues were sorted out and the website is workingeffectively.

EMPLOYEES' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM SYSTEM

The Company as per the section 177 of the Companies Act 2013 and applicable clause ofthe Listing Agreement formulated the Vigil (Whistle Blower) Mechanism which aims toprovide a channel to the Directors and employees to report to the management instances ofunethical behavior actual or unsuspected fraud or violation of the Company s code ofconduct. The policy provides adequate safeguard against victimization of employees andDirectors who avail of Whistle Blower/Vigil Mechanism and also provide for direct accessto the Chairman of the Audit Committee etc.

RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessmentand minimization procedures. These procedures are reviewed by the Board periodically toensure that there is timely identification and assessment of risks measures to mitigatethem and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 100 listed entities determined on thebasis of market capitalization as at the end of the immediately preceding financial year.Hence compliance under Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable.

DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year underreview. There are no unclaimed deposits unclaimed / unpaid interest refunds due to thedeposit holders or to be deposited to the Investor Education and Protection Fund as onMarch 31 2016.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The company has granted loan of Rs 83208979 and has complied with the provisions ofsection 186 of the companies Act 2013. The details of the same has been provided instandalone financial statement under Note 11 of the Notes forming part of financialstatement.

INSURANCE

The properties/assets of the Company are adequately insured.

RELATED PARTY TRANSACTIONS

As no related party transaction was entered into by the Company with PromotersDirectors Key Managerial Personnel or other designated persons pursuant the provisions ofSection 188(1) of the Companies Act 2013 during the financial year 2015-16 theparticulars as required in form AOC-2 have not been furnished.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON- EXECUTIVE DIRECTORS

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since your Company does not fall under the threshold laid down in section 135 of theCompanies Act 2013 the provision of section 134(3)(o) of the Companies Act 2013 is notapplicable and no disclosure is required by the Board.

CORPORATE GOVERNANCE

Good corporate practices ensure that a Company meets its obligations to optimizeshareholders value and fulfills its responsibilities to the community customersemployees Government and other segments of the Society. It will therefore be itsconstant endeavour to achieve long term corporate goals. Even though the Company is notpresently covered by the Regulation governing Corporate Governance compliance the Companyhas taken various steps to initiate good Corporate Governance practices.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

(a) Conservation of Energy -

We continue to strengthen our energy conservation efforts. We are always in lookout forenergy efficient measures for operation and value conservation of energy through usage oflatest technologies for quality of services. Although the equipments used by the Companyare not energy sensitive by their very nature still the Company is making best possibleefforts for conservation of energy which assures that the computers and all otherequipments to be purchased by the Company strictly adhere to environmental standards andthey make optimum utilization of energy.

(b) Absorption of Technology -

In this era of competition in order to maintain and increase the clients andcustomers we need to provide best quality services to our clients and customers atminimum cost which is not possible without innovation and adapting to the latesttechnology available in the market for providing the services.

(c) Research and Development (R&D) -

The Company believes that in order to improve the quality and standards of servicesthe Company has progressive Research and Development Process which should keep onincreasing along with the scale of operations of the Company.

(d) Foreign Exchange Earnings and Outgo -

During the year there were no foreign earnings and outgo.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on December 09 2013. Under the said Act every entiry(ies) is required toset up an Internal Complaints Committee to look into complaints relating to sexualharassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up Committee for implementation of said policy. During the yearCompany has not received any complaint of harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its futureoperations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report except for the below-mentioned information therein:

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors Officers and designated employees ofthe Company. The Code requires pre-clearance for dealing in the Company s shares andprohibits the purchase or sale of Company shares by the Directors Officers and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code. All Board of Directors and the designatedemployees have confirmed compliance with the Code.

LISTING WITH STOCK EXCHANGE

The Company received the listing approval from the BSE Limited vide their Notice No.20150119-19 dated 19th January 2015 for the enlistment of entire equity and paid-up sharecapital of 3033388 equity shares of the face value of Rs. 10/- each of the Company onthe BSE Limited. Thus the equity shares of the Company are presently listed on both TheCalcutta Stock Exchange Ltd. ["CSE"] and BSE Limited ["BSE"] and thelisting fees for the Financial Year 2016-17 have already been paid to the CSE and BSE .

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

ACKNOWLEDGEMENT

The Directors would like to thank all shareholders customers bankers suppliers andeverybody else with whose help cooperation and hard work the Company is able to achievethe results. The Directors would also like to place on record their appreciation of thededicated efforts put in by the employees of the Company.

For and on behalf of the Board of Directors
Jagan Mohan Reddy Joseph Sudheer
Thumma Reddy Thumma
Director Director
DIN: 06554945 DIN: 07033919
Date: September 08 2016
Place: Kolkata
Registered Office:
5 & 6 Fancy Lane Kolkata - 700001
West Bengal India.