Your Directors have pleasure in presenting the Twenty Eighth Annual Report togetherwith the Audited Accounts of the Company for the year ended 31 st March 2017.
1. REVIEW OF PERFORMANCE:
(Amount in Rs.)
|Particulars ||Current Year 31.03.2017 ||Previous Year 31.03.2016 |
|Revenue from Operations ||7172965 ||14518601 |
|Other Income ||8923085 ||10878672 |
|Total Income ||16096050 ||25397273 |
|Total Expenses ||29532137 ||55024342 |
|Net Profit/(Loss) Before Exceptional Items and Tax ||(13436087) ||(29627069) |
|Less: Exceptional Items ||(281880) ||(97148) |
|Less: Provision for tax including Deferred Tax ||- ||- |
|Net Profit/(Loss) after tax ||(13717967) ||(29724217) |
|EPS || || |
|Basic ||0 ||0 |
|Diluted ||0 ||0 |
2. OPERATIONAL REVIEW:
During the financial year 2016-17 your Company recorded Turnover of Rs. 71.72 Lakhscompared to Turnover of Rs. 145.18 Lakhs and incurred a Net Loss after tax of Rs. 137.17Lakhs as against Net Loss after tax of Rs. 297.24 Lakhs during the previous financialyear. Since July 2015 Company has stopped production due to unviable market conditionsand acute financial position of the Company.
During the year Company has sold excess land to the extent of 14 Acres adjasent tofactory of the company to repay the overdue amount of working capital Loan availed fromAndhra Bank settlement of Labour dues and payment of statutory dues. Your Board ofDirectors are hopeful that the operations of the will improve in the coming financialyear.
Due to Losses your directors do not recommend any dividends for the financial year2016-17.
Your Company has not accepted any deposits falling under Section 73 of the CompaniesAct 2013 and Companies (Acceptance of Deposits) Rules 2014 during the year.
5. SUBSIDIARY/ASSOCIATE COMPANIES:
Your Company did not have any subsidiary or Associate Company for the financial yearended on 31st March 2017.
In accordance with the provisions of Section 136 of the Companies Act 2013 the auditedfinancial statements and related information of the Company are available on our website.The said information is also available for inspection at the Registered Office of thecompany during working hours and any member interested in obtaining such information maywrite to the company and the same will be furnished without any fee and free of cost.
6. PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are to be furnished pursuant to Section197(12) of the Companies Act 2013 read with Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as the remuneration of none of theemployees has crossed the limits specified therein.
Disclosures pertaining to remuneration and other details in compliance with theRemuneration Policy of the Company as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in Form MGT-9 forming part of the Annual Report.
7. DIRECTORS'RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Directors of your Companyhereby confirm that:
a) In the preparation of Annual Accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed along with the proper explanationrelating to material departures if any there from;
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 true andfair view of the state of affairs of the Company at the end of the financial year ended 31st March 2017 and of the profit and loss of the Company forthat 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 frauds and other irregularities;
d) The Directors have 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 operating effectively;and
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.
8. BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL &COMMITTEES OF DIRECTORS:
i) Board Meetings:
The Board of Directors of the Company met Six times during the year 2016-17. The gapintervening between two meetings of the board is as prescribed in the Companies Act 2013.The detail of number of meetings attended by each director is as follows:
|Names of Directors || |
| ||04.04.2016 ||30.04.2016 ||30.05.2016 ||12.08.2016 ||12.11.2016 ||14.02.2017 |
|Kompella Surya Kameswara Sarma (up to 30.05.2016) ||Yes ||Yes ||- ||- ||- ||- |
|Saya Reddy Chennolla ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
|Ranga Reddy Mettu ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
|Leela Annapareddy ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
|Srinivas Reddy Annapureddy ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
|Prabhu Reddy Kandula ||Yes ||Yes ||Yes ||Yes ||Yes ||Yes |
ii) Changes in Directors & Key Managerial Personnel:
During the year Mr. A. Srinivas Reddy resigned from the position of Managing Directorof the Company and Mrs Leela Annapureddy was appointed as Managing Director of the Companyw.e.f. 04.04.2016.
Further Mr. Kompella Surya Kameswara Sarma resigned from the Directorship andChairmanship of the Company w.e.f 30.05.2016 the Board puts on record its appreciationfor services rendered by him during his tenure as director and Chairman of the Company.
Further Mr. Veera Venkata Satyanarayana Katta resigned from the position of ChiefFinancial Officer (CFO) of the Company and Mr. Chandra Shekar Reddy Tirumalareddy wasappointed as Chief Financial Officer (CFO) of the Company w.e.f. 30.05.2017.
Mr. A Srinivas Reddy Director of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for re-appointment.
iv) Independent Directors:
The following Independent Directors who were appointed for a period of Five (5) yearscontinue to be on the Board:
1. Mr. Saya Reddy Chennolla w.e.f29.09.2014
3. Mr. Prabhu ReddyKandulaw.e.f28.09.2016
v) Statementon declaration by independent directors:
The Company has received necessary declaration from each independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
vi) Board Committees:
The Company has the following Committees of the Board:
(a) AUDIT COMMITTEE:
The primary objective of Audit Committee is to monitor and provide effectivesupervision of the management's financial reporting process with a view to ensureaccurate timely and proper disclosures and transparency in financial reporting. TheCompany has a qualified and independent Audit Committee comprising of IndependentDirectors. The Chairman of the Committee is an Independent Director.
Audit Committee of your Company as on date consists of following NonexecutiveIndependent Directors:
|1. ||Mr. Saya Reddy Chennolla ||Chairman (w.e.f 30.05.2016) |
|2. ||Mr. Ranga Reddy Mettu ||Member |
|3. ||Mr. Prabhu Reddy Kandula ||Member (w.e.f 30.05.2016) |
|4. ||Mr. Kompella Surya Kameswara Sarma - ||Chairman (upto 30.05.2016) |
The committee met Four times during the financial year 30.05.2016 12.08.201612.11.2016 and 14.02.2017 attendance of each Member of Committee is as follows:
|Name of the Members ||Designation ||No. of Meetings held ||No. of Meetings attended |
|Kompella Surya Kameswara Sarma ||Chairman ||1 ||1 |
|Saya Reddy Chennolla ||Chairman ||3 ||3 |
|Ranga Reddy Mettu ||Member ||4 ||4 |
|Prabhu Reddy Kandula ||Member ||3 ||3 |
Mr. Kompella Surya Kameswara Sarma resigned form the position of Chairmanshipw.e.f30.05.2016
Mr. Saya Reddy Chennolla was appointed as Chairman w.e.f30.05.2016.
Terms of Reference:
The recommendation for appointment remuneration and terms of appointment ofauditors of the Company
Review and monitor the auditor's independence and performance and effectivenessof audit process.
Examination of the financial statement and auditor's report thereon.
Approval or any subsequent modification of transaction of the company withrelated parties.
Scrutiny of intercorporate loans and investments.
Valuation of undertakings or assets of the company wherever it is necessary.
evaluation of internal financial control and risk management systems.
Monitoring the end use of funds and related matters.
Others task as may be assigned bytheboard.
Review of information:
a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions as defined by the Committeesubmitted by the management;
c. Management letters/letters of internal control weaknesses issued by the statutoryauditors;
d. Internal audit reports relating to internal control weaknesses; and
e. the appointment removal and terms of remuneration of the Chief Internal Auditor
Audit Committee Recommendation:
During the year all the recommendations of the Audit Committee were accepted by theBoard.
(b) NOMINATION AND REMUNERATION COMMITTEE:
Brief description of terms of reference:
The Nomination and Remuneration Committee is vested with the powers relating toformulating the criteria for determining qualifications positive attributes independenceof directors and recommend to the board a policy relating to the remuneration of thedirectorsm Key Managerial Employees and other employees.
The Committee shall also identify & screen candidates who qualify to becomedirectors and may be appointed in senior management with the criteria laid downevaluation of director's performance approving and evaluating the compensation planspolicies and programs for executive directors and senior managements.
The Nomination & Remuneration Committee constitutes of following directors:
|1. ||Mr. Ranga Reddy Mettu ||Chairman (w.e.f30.05.2016) |
|2. ||Mr. Saya Reddy Chennolla ||Member |
|3. ||Mr. Prabhu Reddy Kandula ||Member |
|4. ||Mr. Kompella Surya Kameswara Sarma - ||Chairman (upto 30.05.2016) |
Meetings and Attendance during the year:
The Committee met One time during the financial year 04.04.2016 on and attendance ofeach Memberof Committee is as follows.
|Name of the Member ||Designation ||No. of Meetings held ||No. of Meetings attended |
|Ranga Reddy Mettu ||Chairman ||- ||- |
|Saya Reddy Chennolla ||Member ||1 ||1 |
|Prabhu Reddy Kandula ||Member ||1 ||1 |
|Kompella Surya Kameswara Sarnia ||Chairman ||1 ||1 |
Remuneration policy and details of remuneration paid to the Directors:
The policy framed by the Nomination and Remuneration Committee under the provisions ofSection 178(4) of the Act is as below:
The remuneration policy of the Company has been so structured in order to match themarket trends of the Granite Industry. The Board in consultation with the Nomination andRemuneration Committee decides the remuneration policy for directors. The Company has madeadequate disclosures to the members on the remuneration paid to Directors from time totime. Remuneration / Commission payable to Directors is determined by the contributionsmade by the respective directors forthe growth of the Company.
Presently the non-executive Directors do not receive any remuneration from the Companyexcept sitting fees.
The aggregate value of salary and perquisites for the year ended 31.03.2017 to ManagingDirector is as under:
|Name ||Designation || |
Remuneration paid / to be paid for Financial Year 2016- 17 (inf.)
| || ||Salary & Perks ||Commission ||Total |
|MrsLeelaAnnapureddy Managing Director || || ||398720 ||398720 |
(c) Stakeholders' Relationship Committee:
Composition of Stakeholders Relationship Committee is as follows.
|1. Mr. Ranga Reddy Mettu ||Chairman |
|2. Mr. Srinivas Reddy Annapureddy ||Member |
|3. Mr. Saya Reddy Chennolla ||Member |
The role of Stakeholders' Relationship Committee is as follows:
1. Considering and resolving the grievances of shareholders of the Company with respectto transfer of shares non-receipt of annual report non-receipt of declared dividendetc.;
2. Ensuring expeditious share transfer process in line with the proceedings of theShare Transfer Committee;
3. Evaluating performance and service standards of the Registrar and Share TransferAgent of the Company;
vii) Vigil Mechanism:
The Company has established a whistle-blower policy and also established a mechanismfor Directors and employees to report their concerns.
Whistle Blower Policy:
The Company has established a mechanism for employees to report concerns aboutunethical behaviors actual or suspected fraud and violation of Code of Conduct of theCompany etc. The mechanism also provides for adequate safeguards against victimization ofemployees who avail the mechanism and also provides for direct access by the WhistleBlower to the Audit Committee. We affirm that during the Financial Year 2016-17 noemployee has been denied access to the Audit Committee.
viii) Related PartvTransactions:
Company has not entered into any transaction with the related parties during thefinancial year. Hence requirement of disclosure under Section 134(3)(h) r/w Rule 8 of theCompanies (Accounts) Rules 2014 not applicable.
M/s. I. Sudhaker & Co. Chartered Accountants Statutory Auditors of the Companyretire in the ensuing Annual General Meeeting and in terms of the provisions of Section139 of the Companies Act 2013 read with Rule 6 of the Companies (Audit and Auditors)Rules 2014 they are not eligible for reappointment for the next Financial Year 2017-18.
Accordingly on the basis of the recommendation of the Audit Committee the Board ofDirectors in their meeting held on August 23 2017 proposed to appoint M/s. Suresh Gupta Y& Co. Chartered Accountants (FRN: 009012S) as Statutory Auditors of the Company inplace of the retiring Auditors for a period of 5 years from the conclusion of ensuing AGMtill the conclusion of the 33rd AGM to be held in the year 2022 subject to ratificationof their appointment at every AGM. M/s. Suresh Gupta Y & Co. Chartered Accountantshave furnished the Certificate of their eligibility for their appointment incompliancewith Section 141 of the Companies Act 2013. The Board recommends their appointment.
M/s. I. Sudhaker & Co. Chartered Accountants (the retiring Auditors) have carriedthe Statutory Audit and the Notes on financial statement referred to in the Auditors'Report issued by them are self-explanatory and hence do not call for any further comments.The Auditors' Report does not contain any qualification reservation or adverse remark.The Auditors' Report is enclosed with the financial statements in this annual report.
10. SECRETARIAL AUDITORS:
In accordance with the provisions of Section 204 of the Companies Act 2013 and as ameasure of good corporate governance practice the Board of Directors of the Companyappointed M/s. V K Bajaj & Associates Practicing Company Secretaries to conductSecretarial Audit of the Company for the Financial Year 2016-17. The Secretarial AuditReport for Financial year 2016-17 is herewith appended as Annexure 1 to the Board'sreport.
With regard to adverse remarks in Secretarial Audit Report related to appointment ofCompany Secretary one of the Key Managerial Persons your board of Directors would likeinform you that company is putting all effort to recruit Company Secretary inspite ofacute financial position of the company.
11. SIGNIFICANT AND MATERIAL DISORDERS:
There are no significant and material disorders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in the future.
12. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) of the Companies Act 2013 and extract of AnnualReturn in Form MGT 9 is annexed herewith as Annexure 2 to the Boards' Report.
13. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/S186:
The Company has not given any Loans Guarantee and has not made any Investments fallingunder Section 186 of the Companies Act 2013 for the financial year and does not have anyloans and investments outstanding as on 31st March 2017. Hence disclosure pursuant toclause (g) of sub-section (3) of section 134 of the Companies Act 2013 is not applicableto the company.
14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
As Company has no production activity the particulars as prescribed under Section134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 are NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO: (Amount in Rs )
|Particulars ||31" March 2017 |
|Foreign exchange earnings ||3915152 |
|Foreign exchange outgo ||- |
15. PERFORMANCE OF THE BOARD OF DIRECTORS ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
In accordance with Section 134(3)(p) of the Companies Act 2013 and Rule 8(4) of theCompanies (Accounts) Rules 2014 your Directors have reviewed and evaluated theperformance of the Board of Directors and their committees along with performance ofindividual Director in the light of Company's performance. The performance of theDirectors individually and collectively and performance of committees are foundsatisfactory.
With the spirit of wealth creation forthe shareholders of the Company your Directorsare committed to give their best efforts towards the development of the Company.
16. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
As per Regulation 34(2)(e) and para B of Schedule V of the SEBI (Listing Obligations& Disclosre Requirements) Regulations 2015 management Discussion and Analysis reportis attached and forms part of this report as Annexure 3.
17. RISK MANAGEMENT:
Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. A formal enterprise wide approach to Risk Management is being adopted by theCompany and key risks will now be managed within a unitary framework.
18. 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. The Internal Complaints Committee ("ICC") has been set up to redressthe complaints received regarding sexual harassment. All employees are covered underthispolicy.
During the yearthere were no complaints referred to the ICC.
Your Directors have pleasure in recording their appreciation forthe assistance extendedto the Company by various officials of the Central and State Governments and CommercialBanks.
Your Directors would also like to place on record their sincere appreciation andgratitude to the Shareholders Investors Suppliers Bankers for their support andco-operation. Your Directors express their heartfelt gratitude to the employees for theirexceptional commitment and loyalty to the Company.
| || |
By Order of the Board
|Place: Hyderabad || |
For SRIVAJRAGRANITES LIMITED
|Date : 30.05.2017 || || |
| ||Sd/- ||Sd /- |
| ||LeelaAnnapareddy ||A. Srinivas Reddy |
| ||Managing Director ||Director |
| ||DIN:02548781 ||DIN:01253937 |