Your Directors have pleasure in presenting the Twenty Ninth Annual Report togetherwith the Audited statements of Accounts of the Company for the year ended 31stMarch 2015 along with Auditor's Report thereon:
| || ||(Rupees in Lakhs) |
|Particulars ||2014-2015 ||2013-2014 |
|Gross income ||15.48 ||20.46 |
|Profit/(Loss) before Depreciation Finance Costs Provisions and Tax ||2.15 ||(1.04) |
|Add/(Less): || || |
|Depreciation ||1.50 ||1.30 |
|Finance costs ||0.01 ||0.03 |
|Provision for standard and substandard assets and diminution in value of investments ||2.41 ||0.33 |
|Excess provision for diminution in value of Investments written back ||(9.20) ||- |
|Profit/(Loss) before tax ||7.43 ||(2.70) |
|Taxation (Net) ||1.57 ||0.03 |
|Net Profit/(Loss) ||5.86 ||(2.73) |
|Profit/(Loss) available for appropriation ||5.86 ||(2.73) |
|Carried to Statutory Reserve ||1.20 ||- |
|Surplus/(Loss) carried to Balance Sheet ||4.66 ||(2.73) |
During the year 2014-2015 the company has earned net profit of Rs.5.86 Lakhs as againstloss of Rs.2.73 Lakhs during the year 2013-2014.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review there has been no change in the nature of business of theCompany.
Sri. Y. B. K. Murthy Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment.
Pursuant to Sections 149 (6) & 149 (7) of the Companies Act 2013 the Independentdirectors of the company gave a declaration that they have complied with the criteria ofindependence as set out under sub section (6) of section 149 of the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation has been carried out asper the Nomination and Remuneration Policy.
During the year Six Board Meetings were properly convened and held.
KEY MANAGERIAL PERSONNEL
The Company had already appointed Shri. N. Swaroop Kumar as Manager Miss. Y. Vasavias Chief Financial Officer and Ms. Akshita Surana as the Company Secretary. The Boarddesignated them as Key Managerial personnel of the Company under the provisions of theCompanies Act 2013.
NAMES OF THE COMPANIES WHICH HAVE BECOME/CEASED TO BE SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES DURING THE YEAR
The Company did not have any subsidiaries associates or joint ventures during theyear.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of deposits) Rules 2014.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE COURTS / REGULATORS / TRIBUNALS IMPACTINGGOING CONCERN STATUS AND COMPANY'S OPERATIONS
To the best of our knowledge the Company has not received any such orders fromRegulators Courts or Tribunals during the year which may impact going concern status orthe company's operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures designed to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedures applicable laws and regulations and that all assets andresources are acquired are used economically.
TRANSFER TO STATUTORY RESERVE
The Company has transferred an amount of Rs. 120000/- towards statutory reserve.
In view of accumulated losses your directors do not recommend any dividend for theFinancial Year 2014-2015.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 inrespect of Directors' responsibility statement Your Directors state that:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii. Appropriate accounting policies had been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year 2014-15 and of theprofit of the Company for that period;
iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. The annual accounts for the year 2014-2015 have been prepared on a going concernbasis.
v. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively and
vi. That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
The shareholders in their meeting held on 26th September 2014 approved theappointment of M/s Janardhan Rao Deshmukh & Co. Chartered Accountants Hyderabad asthe Statutory Auditors of the Company to hold office till the conclusion of 31stAnnual General Meeting subject to ratification of shareholders in every Annual GeneralMeeting. Accordingly a resolution seeking Members ratification on appointment of M/s.Janardhan Rao Deshmukh & Co. Chartered Accountants Hyderabad as the StatutoryAuditors of the Company for the financial year 2015-16 is included at item No.3 of theNotice convening the Annual General Meeting as required under clause 49 of the ListingAgreement.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. PS. Rao & Associates a firm of Company Secretaries in practice toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith as Annexure I to this Report.
The Board on the recommendations of the Audit Committee have appointed M/s. Suresh andBabu Chartered Accountants as internal auditors of the Company.
The following is the composition of Audit Committee as at 31st March 2015:
1. Sri. P.R.K. Murthy
2. Mrs. S. Jhansi Kumari
3. Sri. Y. B. K. Murthy
NOMINATION AND REMUNERATION COMMITTEE
The following is the composition of Nomination and Remuneration Committee as at 31stMarch 2015:
1. Sri. RR.K. Murthy
2. Mrs. S. Jhansi Kumari
3. Sri.Y.B.K. Murthy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
The terms of reference of the Nomination and Remuneration Committee includes thefollowing:
To identify and recommend to the Board in accordance with the criteria as laid downfor appointment/reappointment/removal of the Executive/Non- Executive Directors and thesenior management of the Company;
To formulate criteria for evaluation and evaluate the performance of every directorincluding the independent Directors;
To formulate the criteria for determining qualifications positive attributes andindependence of the Directors;
To recommend to the Board a remuneration policy for the Directors Key ManagerialPersonnel and other employees of the Company;
To formulate the policy of remuneration and ensure that
a. The level and composition of remuneration is reasonable commensurate with thequalifications and experience and sufficient to attract retain and motivate directorskey managerial personnel of the quality required to run the company successfully;
b. Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and;
Any other function as may be mandated by the Board or stipulated by the Companies Act2013 SEBI Stock Exchanges or any other regulatory authorities from time to time.
STAKE HOLDERS RELATIONSHIP COMMITTEE
The following is the composition of Stake Holders Relationship Committee as at 31stMarch 2015:
1. Mr. P.R.K. Murthy
2. Mrs. Jhansi Kumari
3. Mr. T. Adinarayana
The Committee focuses on shareholders' grievances and strengthening of investorrelations. The committee looks after the services of the Registrars and share transferagents and recommends measures for providing efficient services to investors. TheCommittee specifically looks into investor complaints likeTransfer/transmission/transposition of shares and other related issues. There were nocomplaints pending for redressal as at 31st March 2015.
MEETING OF INDEPENDENT DIRECTORS
The Independent directors of the company have met separately without the attendance ofNon-Executive Directors on 30th March 2015 inter-alia review the performanceof the Manager Non-Executive Directors and the Board as a whole. The independentDirectors in the said meeting also assessed the quality quantity and timeliness of flowof information between the Company Management and the Board to effectively and reasonablyperform its duties.
CHANGES IN THE SHARE CAPITAL
During the year the company has not issued any fresh shares.
The Company has a risk management policy and an internal control frame work which isused to mitigate the risks.The Board and Audit committee on regular intervals are updatedon the risk management systems processes and minimization procedure of the Company.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES OF COMPANY
The Company has a Whistle Blower Policy to deal with instances of fraud andmismanagement if any in the Company and the requisite mechanism for directors andemployees to report genuine concerns has been established.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 areannexed herewith as Annexure - II.
RELATED PARTY TRANSATIONS
As a matter of policy your company carries out transactions with related parties on anarms-length basis. Disclosures as required under form AOC-2 are annexed herewith asAnnexure - III and also contained in Note 31 and 32 (Other Notes to Financial Statements).There are no materially significant related party transactions made by the company withpromoters directors key managerial personnel which may have a potential conflict withthe interests of the company at large.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company being a non banking finance company registered with Reserve Bank of Indiait mainly deals in the business of Investments and financing activities is exempt fromcomplying with the provisions of Section 186 of the Companies Act 2013. Accordingly thedisclosures of the loans given and Investments made as required under the aforesaidsection have not been given in this report.
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 9th December 2013.
The primary objective of the said policy is to protect the women employees from sexualharassment at the place of work and also provides for punishment in case of false andmalicious representations.
During the financial year 2014-2015 the Company has not received any complaint ofsexual harassment against women employees of the Company.
LISTING OF EQUITY SHARES
Your company shares are listed with the BSE Ltd. the listing fee has been paid for thefinancial year 2015-2016.
MANAGEMENT DISCUSSION AND ANALYSIS
India started the financial year 2014-2015 on a very positive note after the generalelections with significant improvement in the sentiment both in the capital markets and the business environment. While the economy has beenreported to have grown at 7.5% in the financial year 2015 as per the new series it is notgetting fully reflected in the performance of the corporate sector or in creation ofinvestment.
In the latter half of the financial year the economy and the markets have been affectedby the global developments including the fiscal crisis faced by Greece the less thanexpected performance of the Chinese economy the volatility in commodity marketsespecially in metals and minerals.
The remarkable story in these circumstances has been the growth of the e-commercebusiness cutting across many sectors including retail property used cars fashioninsurance household services and many more. It is comparable to the growth of IT and theITES sector in the earlier years and the interesting fact is that in both these businessesthe government intervention has been minimal. The impact of this growth in e-commercebusiness on the economy would be felt in the coming years in terms of employmentinvestment in technology and logistics etc. In the year under review the company hasearned nominal profits.
Your Directors hope that the Government will be able to push through the criticalreforms and then markets may see significant growth. The Company undertakes no obligationto publicly update or revise any forward looking statements whether as a result of newinformation future events or otherwise. Readers are cautioned not to place unduereliance on these forward looking statements.
Compliance with the provisions of clause 49 of the Listing Agreement with regard tocorporate governance report is not mandatory as the Equity Share Capital of the company donot exceed Rs.10 crores and net worth do not exceed Rs.25 crores as per SEBI circularno.CIR/CFD/ POLICYCELL/7/2014 dt. 15-9-2014 hence corporate governance report has notbeen enclosed to directors report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GOU/S. 134 (3) (m) OF COMPANIES ACT 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS)RULES 2014.
The company has not engaged in any manufacturing activity and thus its operations arenot energy intensive. However adequate measures are always taken to ensure optimumutilization and maximum possible saving of energy.
There were no Foreign Exchange earnings and out go during the year.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the company is herewith annexed as Annexure IV.
Your Directors gratefully acknowledge the continued assistance and co- operationextended by various Government Authorities and banks to the company. The Board expressesits appreciation of the understanding dedication and support extended by the employees ofthe Company. Your Directors also sincerely acknowledge the confidence and faith reposed bythe shareholders in the Company.
| ||For and on behalf of the Board |
|Place: Hyderabad ||(T. Adinarayana) |
|Date : 29.05.2015 ||Chairman |