Your Directors are pleased to present the 25th Annual Report of yourcompany together with the Audited Balance Sheet and Statement of Profit and Loss of thecompany for the financial year ended 31.03.2017
1. FINANCIAL HIGHLIGHTS:
Financial results for the year under review and as well as previousyear are as follows.
|Particulars ||Standalone Year Ended 31.3.2017 ||Year Ended 31.3.2016 ||Consolidated Year Ended 31.3.2017 |
|Revenue from Operations ||1057.86 ||850.98 ||1057.86 |
|Other income ||-- ||114.50 ||-- |
|Total Income ||1057.86 ||965.48 ||1057.86 |
|Expenditure ||1002.54 ||923.88 ||1002.54 |
|PBDIT ||55.32 ||41.60 ||55.32 |
|Depreciation ||(26.89) ||(12.66) ||(26.89) |
|Interest ||(12.17) ||(0.78) ||(12.17) |
|Profit Before Tax (PBT) ||16.26 ||28.16 ||16.26 |
|Exceptional items ||(380.82) ||(855.05) ||(380.82) |
|Provision for Tax ||-- ||-- ||-- |
|a. Deferred Tax ||0.01 ||5.99 ||0.01 |
|Profit After Tax (PAT) ||(364.56) ||(820.90) ||(364.56) |
2. STATE OF COMPANY'S AFFAIRS:
During the financial year under review your Company has achieved totalincome of Rs. 1057.86 lakhs as against the previous year income of Rs. 850.98 lakhs andrecorded net loss of Rs. 364.56 lakhs for financial year 2016-17 when compared to a netloss of Rs. 820.90 lakhs during the previous year.
Due to Inadequate of profit the directors of your Company do notrecommend any dividend for the financial year 2016-17.
4. FIXED DEPOSITS:
The Company has neither accepted nor renewed any deposits fallingwithin the provisions of Section 73 and 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 from the its member and public during theFinancial Year.
5. ISSUE AND ALLOTMENT OF SECURITIES
During the year under review your Company has allotted 8 10000equity shares upon conversion of warrants. The paid up Capital stands atRs.103686000.00 divided into 10368600 equity shares of Rs. 10/- each as on date.
During the year under review six board meetings were held. The maximumtime gap between any two consecutive meetings was within the period prescribed underCompanies Act 2013.
The Board Meeting dates are 30th May 2016 12th August 2016 5thOctober 2016 05th November 201610th February 2017 and 31st March2017.
The Company has one subsidiary i.e M/s Medley Medical solutions PrivateLimited
The Statement containing the salient feature of the financial statementof subsidiaries as per sub-section (3) of Section 129 of the Companies Act 2013 in FormAOC-1 is herewith annexed as Annexure I' to this report.
8. BOARD EVALUATION
The Board of directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct. The performance of the board was evaluated by the board after seeking inputs from allthe directors 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 afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.
In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. M. Satyendra (DIN: 01843557) retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
The Board of Directors of the Company on the recommendation of theNomination and Remuneration Committee co-opted Mr. Prudvi Raju Manthena (DIN: 07818747)as an Additional Director of the Company subject to the approval of the members at theensuing Annual General Meeting.
The Company has received requisite notice in writing from the membersalong with requisite fees proposing Mr. Prudvi Raju Manthena for appointment as Director.
M. Satyendra was re-appointed as Chairman and Managing Director of theCompany in the meeting of the Board of Directors held on 31st March 2017 w.e.f. 14th May2017 for a period of 3 years subject to the approval of the members in the Generalmeeting the proposed resolution for his appointment is placed before the Members in theensuing Annual General meeting.
Mr G. Nagendra resigned as director from the Board of Directors of theCompany on 31st March 2017.
10. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all theIndependent Directors under Section 149 (7) of the Companies Act 2013 that they meet thecriteria of independence laid down in Section 149 (6) and SEBI (LODR) Regulations 2015.
11. COMPOSITION OF BOARD COMMITTEES
We have in place all the Committees of the Board which are required tobe constituted under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A detailed note on the Board and its committees isprovided under the Corporate Governance Report section in this Annual Report TheComposition of various Committees of the Board is hereunder:
| ||Audit Committee || |
|Mr. Rajesh Katragadda || ||Chairman |
|Mr. M. Satyendra || ||Member |
|Mr. Prudvi Raju Manthena || ||Member |
| ||Nomination and Remuneration Committee || |
|Mr. Prudvi Raju Manthena || ||Chairman |
|Mr. J.S.S. Murthy || ||Member |
|Mr. Rajesh Kartragadda || ||Member |
| ||Stakeholders Relationship Committee || |
|Mr. Prudvi Raju Manthena || ||Chairman |
|Mr. M. Satyendra || ||Member |
|Mr. Rajesh Kartragadda || ||Member |
12. POLICY ON SEXUAL HARASSMENT:
The Company has adopted policy on Prevention of Sexual Harassment ofWomen at Workplace in accordance with The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
During the financial year ended 31st March 2017 the Company has notreceived any Complaints pertaining to Sexual Harassment.
13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place an Internal Control System commensurate withthe size scale and complexity of its operations. During the year such controls weretested and no reportable material weaknesses in the design or operation were observed.
14. STATUTORY AUDITORS
Pursuant to the provisions of Section 139(2) of the Companies Act2013the Board of Directors based on the recommendation of the Audit Committee appointedM/s. Ramanatham & Rao Chartered accountants (Registration No. 002934S) Secunderabadas the Statutory Auditors of the Company to hold office from conclusion of this AnnualGeneral Meeting till the conclusion of 30th Annual General Meeting for a period of 5 yearsin accordance with the Act subject to the approval of shareholders in the 25th Annualgeneral Meeting and thereafter ratification of their appointment by the members in everyAnnual General Meeting.
Accordingly a resolution seeking Members' appointment for M/s.Ramanatham & Rao Chartered Accountants as the Statutory Auditors of the Company isincluded in the Notice convening the Annual General Meeting for approval of theshareholders.
Auditors have made Qualified opinion in the Auditors Report for which aproper explanation has given in notes to financial statement.
15. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the AuditCommittee has appointed Dendukuri associates Chartered Accountants Hyderabad as theInternal Auditors of your Company. The Internal Auditors are submitting their Reports onquarterly basis pursuant to the provisions of section 138 and rule 13 of companies(Accounts) rules 2014.
16. DIRECTORS' RESPONSIBILITY STATEMENT:`
Pursuant to the requirement of Section 134(3) (c) of the Companies Act2013 and on the basis of secretarial audit received from the practicing company secretaryand subject to disclosures in the Annual Accounts as also on the basis of the discussionwith the Statutory Auditors of the Company from time to time and to the best of theirknowledge and information furnished the Board of Directors states:
i. That in preparation of the Annual Accounts for the year ended 31stMarch 2017; all the applicable Accounting Standards Prescribed by the Institute ofChartered Accountants of India have been followed along with proper explanation relatingto material departures if any.
ii. That the Directors have adopted such accounting policies asselected in consultation with Statutory Auditors and applied them 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 and of the profitof the Company for the financial year ended 31st March 2017.
iii. That the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
iv. That the Annual Accounts for the year ended 31st March 2017 hasbeen prepared on a going concern basis. v. Those proper internal financial controls werein place and that the financial controls were adequate and were operating effectively.
vi. That systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively
17. RISK MANAGEMENT
The board of directors of the Company has formed a risk managementcommittee to frame implement and monitor the risk management plan for the Company. Thecommittee is responsible for reviewing the risk management plan and ensuring itseffectiveness. The audit committee has additional oversight in the area of financial risksand controls. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. The development andimplementation of risk management policy has been covered in the management discussion andanalysis which forms part of this report.
18. VIGIL MECHANISM:
Pursuant to the provisions of section 177 (9) and read with all otherapplicable provisions of the Companies Act 2013 and the Companies (meetings of board andits powers) Rules 2014 (including any statutory modification(s) or re-enactment thereoffor the time being in force) the Company has framed a Whistle Blower Policy to deal withinstance of fraud and mismanagement if any in the Group. The details of the Policy areexplained in the Corporate Governance Report and also posted on the website of theCompany.
19. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of section 135 (1) and read with all otherapplicable provisions of the Companies Act 2013 and the Companies (Corporate socialresponsibility policy) Rules 2014 (including any statutory modification(s) orre-enactment thereof for the time being in force) corporate social responsibility is notapplicable to the Company.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not provided any loan to any person or body corporateor given any guarantee or provided security in connection with such loan or made anyinvestment in the securities of anybody corporate pursuant to Section 186 of the CompaniesAct 2013. The Company has given advance against salary to some employees in terms of theapplicable policies of the Company.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY
There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:
a. Your company has taken adequate internal control procedures by whichthe cost of electricity shall be identified with project and the company will provide anincentive for the concerned department which consumes optimum power.
No additional investments for reduction of Energy consumption weretaken up during the year under review.
b. Technology absorption: Not Applicable c. Foreign ExchangeEarnings & Outgo:
|Foreign Exchange Earnings & Outgo: ||2016-17 ||2015-16 |
| ||(Figures in Lakhs) ||(Figures in Lakhs) |
|Foreign Exchange Earnings ||1057.85 ||850.97 |
|Foreign Exchange Outgo ||351.24 ||261.39 |
23. RELATED PARTY TRANSACTIONS:
Company has entered into the Related Party Transactions during the yearenclosed in the format of AOC-2 in
24. MANAGEMENT DISCUSSION AND ANALYSIS:
Aspects of Management Discussion and Analysis are enclosed as Annexure lll to this report.
25. CORPORATE GOVERNANCE:
On 10th February 2017 there was conversion of 510000 warrants intoequity shares because of which paid up capital of the Company have been increased from98586000 to 103686000. As after the conversion the paid-up capital of the companyhas increased to 103686000 which is above 10 Crore so as per SEBI (LODR) Regulation2015 reporting on Corporate Governance is applicable to the Company.
Report on Corporate Governance including Certificate on Compliance withthe code of Corporate Governance under SEBI (LODR) Regulations 2015 is enclosed as Annexure lV to this report.
26. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013and rules framed there under the Board of Directors on recommendation of the AuditCommittee appointed M/s P S Rao and Associates Practicing Company Secretaries toundertake the secretarial audit of the Company. The secretarial audit report issued by M/sP S Rao and Associates Practicing Company Secretaries for the financial year ending 31stMarch 2017 is given in the FORM NO: MR - 3 as Annexure (V) attached hereto andforms part of this Report.
27. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in FORMMGT 9 is annexed herewith as "Annexure Vl" to this report
28. 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 inrespect of employees of the Company is herewith annexed as Annexure Vll' tothis report and Rule 5 (2) Of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 No employee of your company is in receipt of remunerationexceeding Rs.850000 per month or Rs. 10200000 per annum during the Financial Year.
Your Directors place on record their appreciation for the co-operationand support from The Bankers Financial Institutions the stockiest and distributorsSupplier and Customers.
Your Directors would also like to place on record their sincereappreciation and gratitude to the Shareholders Central and State Government agencies etcfor their Support and co-operation. Your Directors express their heartfelt gratitude tothe Employees for their exceptional commitment and loyalty to the Company.
| ||By order of the Board of Director |
| ||ATHENA GLOBAL TECHNOLOGIES LIMITED |
| ||Sd/- ||Sd/- |
|Place : Hyderabad ||M. Satyendra ||M. Sunitha |
|Managing Director ||Director |
| ||(DIN: 01843557) ||(DIN:06741426) |