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Athena Global Technologies Ltd.

BSE: 517429 Sector: IT
NSE: N.A. ISIN Code: INE576B01019
BSE 00:00 | 20 May 71.90 2.35
(3.38%)
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71.90

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NSE 05:30 | 01 Jan Athena Global Technologies Ltd
OPEN 71.90
PREVIOUS CLOSE 69.55
VOLUME 35
52-Week high 98.15
52-Week low 40.00
P/E 21.40
Mkt Cap.(Rs cr) 92
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 71.90
CLOSE 69.55
VOLUME 35
52-Week high 98.15
52-Week low 40.00
P/E 21.40
Mkt Cap.(Rs cr) 92
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Athena Global Technologies Ltd. (ATHENAGLOBAL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 28th Annual Report of your companytogether with the Audited Balance Sheet and Statement of Profit and Loss of the companyfor the financial year ended 31.03.2020

1. FINANCIAL HIGHLIGHTS:

Financial results for the year under review and as well as previous year are asfollows.

(Rupees in Lakhs

Particulars Standalone Consolidated
Year Ended Year Ended Year Ended
31.3.2020 31.3.2019 31.3.2020
Revenue from Operations 2604.05 1449.51 2640.82
Other income 380.96 234.63 243.98
Total Income 2985.00 1684.14 2884.80
Total Expenditure 2004.34 1572.67 3312.01
Profit Before Tax (PBT) 980.66 111.47 (427.20)
Exceptional items - - -
Tax Expense:
a. current Tax 190.25 17.79 190.25
b. Deferred Tax (34.13) 40.27 (43.70)
Profit After Tax (PAT) 824.55 53.41 (573.76)

2. STATE OF COMPANY'S AFFAIR:

During the financial year under review your Company has achieved total income of Rs.2985.00 lakhs as against the previous year income of Rs. 1684.14 lakhs and recorded netprofit of Rs. 824.55 lakhs for financial year 2019-2020 when compared to a net profit ofRs. 53.41 lakhs during the previous year.

3. DIVIDEND:

Due to inadequacy of profit the directors of your Company do not recommend anydividend for the financial year 2019-2020.

4. FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisionsof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from the its member and public during the Financial Year.

5. MEETINGS:

During the year under review Seven board meetings were held. The maximum time gapbetween any two consecutive meetings was within the period prescribed under Companies Act2013. The details of which are as follows.

S. No Dates of Board Meeting
1. 02.04.2019
2. 30.05.2019
3. 12.08.2019
4. 04.09.2019
5. 28.10.2019
6. 14.11.2019
7. 12.02.2020

6. SUBSIDIARIES

The Statement containing the salient feature of the financial statement of subsidiariesas per sub-section (3) of Section 129 of the Companies Act 2013 in Form AOC-1 is herewithannexed as 'Annexure I' to this report.

7. BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act. Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

8. DIRECTORS AND KEY MANAGERIAL PERSONEL:

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. M Satyendra (DIN: 01843557) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.

Ms. Snehankita Gundopant Kulkarni Company Secretary has resigned w.e.f 01.11.2019.

Mr. JSS Murthy Non- executive Independent director has resigned w.e.f. 14.11.2019.

9. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directorsunder Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149 (6) and SEBI (LODR) Regulations 2015.

We have in place all the Committees of the Board which are required to be constitutedunder the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A detailed note on the Board and its committees is provided under theCorporate Governance Report section in this Annual Report The Composition of variousCommittees of the Board is hereunder:

Audit Committee
Mr. Prudvi Raju Manthena Chairman
Mr. M. Satyendra Member
Mr. Rajesh Katragadda Member
Nomination and Remuneration Committee
Mr. Prudvi Raju Manthena Chairman
Mr. J.S.S. Murthy (till 14.11.2019) Member
Mr. Rajesh Katragadda Member
Mrs. M Sunitha (w.e.f. 14.11.2019) Member
Stakeholders Relationship Committee
Mr. Prudvi Raju Manthena Chairman
Mr. J.S.S. Murthy (till 14.11.2019) Member
Mr. Rajesh Katragadda Member
Mr. M Satyendra (w.e.f. 14.11.2019) Member

11. POLICY ON SEXUAL HARASSMENT:

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

During the financial year ended 31stMarch 2020 the Company has not received anyComplaints pertaining to Sexual Harassment.

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an Internal Control System commensurate with the size scaleand complexity of its operations. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.

13. STATUTORY AUDITORS AND AUDITORS REPORT:

M/s. Ramanatham & Rao Chartered Accountants were appointed as statutory auditorsof the Company for a period of five years in the Annual General Meeting held on 27thSeptember 2017. They have confirmed that they are not disqualified to continue asAuditors of the Company.

The Notes on Financial Statements referred to in the Auditors Report are selfexplanatory and do not call for any further comments.

Managements reply to the Auditors Qualification:

The Company has not provided interest in respect of outstanding long Term Borrowing of64.50 lakhs as on 31s' March 2020 and unsecured loans are subjected toreconciliation and confirmation.

The management is in discussion with the parties for the final settlement in respect ofthe above referred unsecured loans and is likely to be before the end of the nextfinancial year. The impact on the accounts is not ascertained.

14. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has appointedM/s Rambabu Kalangi& Associates Chartered Accountants Hyderabad as the InternalAuditors of your Company on 24thJune 2020. The Internal Auditors are submitting theirReports on quarterly basis pursuant to the provisions of section 138 and rule 13 ofcompanies (Accounts) rules 2014.

15. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013 and onthe basis of secretarial audit received from the practicing company secretary and subjectto disclosures in the Annual Accounts as also on the basis of the discussion with theStatutory Auditors of the Company from time to time and to the best of their knowledgeand information furnished the Board of Directors states:

i. That in preparation of the Annual Accounts for the year ended 31st March2020; all the applicable Accounting Standards Prescribed by the Institute of CharteredAccountants of India have been followed along with proper explanation relating to materialdepartures if any.

ii. That the Directors have adopted such accounting policies as selected inconsultation with Statutory Auditors and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year ended 31st March 2020.

iii. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv. That the Annual Accounts for the year ended 31 "March 2020 has been preparedon a going concern basis.

v. Those proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

vi. That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

16. RISK MANAGEMENT

Pursuant to the provisions of section 134 (3) (n) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Accounts) Rules 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force) and asper SEBI(LODR)Regulations2015 the Risk management is Not applicable to the Company.

17. VIGIL MECHANISM:

Pursuant to the provisions of section 177 (9) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (meetings of board and its powers)Rules 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) the Company has framed a Whistle Blower Policy to deal with instance offraud and mismanagement if any in the Group. The details of the Policy are explained inthe Corporate Governance Report and also posted on the website of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 (1) and read with all other applicable provisions of theCompanies Act 2013 and the Companies (Corporate social responsibility policy) Rules 2014(including any statutory modification(s) or re-enactment thereof for the time being inforce) corporate social responsibility are Not applicable to the Company.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has made Investments in the following Subsidiary Companies.

S. No Name of the Company Category Investment Amt. Rs (In Lakhs) Loan Amt. Rs (In Lakhs)
1 Medley Medical Solutions Private Limited Subsidiary 410.34 1596.80
2 Tutoroot Technologies Private Limited Whollyowned Subsidiary 45.00 378.08

The Company has not given any Guarantee as per provisions of the Companies Act 2013.The Company has given advance against salary to some employees in terms of the applicablepolicies of the Company.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred during the financial year of the Company to which thefinancial statements relate.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Your company has taken adequate internal control procedures by which the cost ofelectricity shall be identified with project and the company will provide an incentive forthe concerned department which consumes optimum power.

No additional investments for reduction of Energy consumption were taken up during theyear under review.

b. Technology absorption: Not Applicable

Foreign Exchange Earnings & Outgo: 2019-20 (Rs. in Lakhs) 2018-19 (Rs. in Lakhs)
Foreign Exchange Earnings 1292.57 820.33
Foreign Exchange Outgo 441.59 247.85

22. RELATED PARTY TRANSACTIONS:

Company has entered into the Related Party Transactions during the year enclosed in theformat of AOC-2 in Annexure-II

23. MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as Annexure -Ill to thisreport.

24. CORPORATE GOVERNANCE:

The Company has been making every endeavor to bring more transparency in the conduct ofits business. As per the requirements of the per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a compliance report on Corporate Governance for the year2019-2020and a Certificate from the Secretarial Auditors of the Company are furnishedwhich is enclosed as Annexure - IV to this Report.

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules framedthere under the Board of Directors on recommendation of the Audit Committee appointedM/s P S Rao and Associates Practicing Company Secretaries to undertake the secretarialaudit of the Company. The secretarial audit report issued by M/s P S Rao and AssociatesPracticing Company Secretaries for the financial year ending 31s' March 2020is given in the FORM NO: MR - 3 as Annexure V attached hereto and forms part of thisReport. There are no qualifications reservations or adverse remarks made by thesecretarial auditor and the observation made is selfexplanatory and requires no furtherexplanation from the Board.

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FORM MGT-9 is annexedherewith as "Annexure Vl" to this report

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is herewith annexed as 'Annexure Vll' to this report and Rule 5 (2) Of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 No employeeof your company is in receipt of remuneration exceeding Rs.850000 per month or Rs.12000000 per annum during the Financial Year 2019-2020.

28. LISTING FEE:

Your Company's shares are presently listed and traded on the BSE Limited; Your Companyis regular in paying the listing fee to the BSE Limited.

29. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the co-operation and supportfrom The Bankers Financial Institutions the stockiest and distributors Supplier andCustomers.

Your Directors would also like to place on record their sincere appreciation andgratitude to the Shareholders Central and State Government agencies etc for their Supportand co-operation. Your Directors express their heartfelt gratitude to the Employees fortheir exceptional commitment and loyalty to the Company.

By Order of the board
ATHENA GLOBAL TECHNOLOGIES LIMITED
Sd/- Sd/-
M. Satyendra M.Sunitha
Place: Hyderabad Chairman & Managing Director Director
Date:27.08.2020 (DIN: 01843557) (DIN:06741426)

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