Your Directors have pleasure in presenting their 25thAnnual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.
l.Financial summary or highlights/Performance of the Company:
The Board's Report is prepared based on the financial statements of the company.
| || || |
(Amt. in Lakhs)
|S. No ||Particulars || |
|2016-17 ||2015-16 |
|1. ||Revenue from Operations ||2135.74 ||2549.60 |
|2. ||Operating Expenditure ||2034.39 ||2464.56 |
|3. ||Extraordinary Expenses ||- ||(1261.27) |
|4. ||Profit before Tax ||3.72 ||(1248.91) |
|5. ||Profit after Tax ||0.49 ||(1254.16) |
|6. ||Balance carried to Balance Sheet ||(1019.27) ||(1019.75) |
2. Brief description of the Company's working during the year/State of Company'saffairs
On Standalone basis revenue for the year 2016-17is at Rs.2135.74 Lakhs and the Netprofit/loss for the year at Rs. 0.49 Lakhs. There is no change in the nature of businessduring the period under review.
During the period under review profits were not appropriated to any reserves.
4. Directors and Key Managerial Personnel
During the period under review there is no change in Composition of Board.
Mr. Suresh Babu Gannamani will retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for reappointment. The Board of Directorsrecommends his re-appointment at the ensuing Annual General Meeting.
5. Particulars of Employees
None of the employees has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014.
During the year Seven (7) Board Meetings and Six (6) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. TheIntervening Gap between the meetings was within the period prescribed under the CompaniesAct 2013.
7. Board Evaluation
Pursuant to section 178 (2) of the Companies Act2013 the Nomination and RemunerationCommittee has evaluated the performance of individual directors in its duly convenedmeeting. Pursuant to section 134(3)(p) of the Companies Act2013 and Regulation4(2)(f)(ii)(9) of the SEBI (LODR) the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration and Compliance Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
8. Declaration by an Independent Director(s) and Re- appointment if any
As required under section 134(3)(d) of the Companies Act 2013. All Independentdirectors have given declarations to the Company that meet the criteria of independence aslaid down under section 149(6) of the Companies Act 2013.
9. Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. Remuneration policy is stated in the Corporate Governance Report.
10. Details of Subsidiary/Joint Ventures/Associate Companies
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as Annexu re-1 [Performance and financial position of the subsidiary included in the consolidated _financial statement]
Further the Annual Accounts and related documents of the subsidiary company are keptopen for inspection at the Registered Office of the Company. The Company will also makeavailable copy thereof upon specific request by any Member of the Company interested inobtaining the same. Further pursuant to Accounting Standard AS-21 issued by the Instituteof Chartered Accountants of India Consolidated Financial Statements presented by theCompany in this Annual Report include the financial information of its subsidiaries
M/s M M Reddy & Co. Chartered Accountants (FRN: 010371S) the present Auditors hasbeen appointed for five consecutive years (Subject to the ratification by the shareholdersat each AGM held after the previous AGM) by the shareholders at the 22ndAGM.The Board of Directors recommends the ratification of appointment of M/s M M Reddy &Co. Chartered Accountants at the ensuing Annual General Meeting.
12. Auditors' Report
The Auditors' Report contains qualifications. Notes to Accounts and Auditors remarks intheir report are self-explanatory and do not call for any further comments.
13. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s Ramanjaneyulu K& Associates Practicing Company Secretaries have been appointed as SecretarialAuditors of the Company. The report of the Secretarial Auditors is enclosed as AnnexureIII to this report. The report is self-explanatory and do not call for any furthercomments.
14. Risk management policy
A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.
15. Extract of Annual Return:
As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as Annexure II.
16. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
There are no material changes occurred during the financial year of the Company towhich financial statements relate and the date of the report.
17. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
During the period under review there are no significant material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.
During the period under review the company has not accepted any deposits as envisagedunder Section 74 and 76 and Companies (Acceptance of Deposits) Rules 2014
19. Particulars of loans guarantees or investments under section 186
During the period under review the company has not given any loans guarantees but hasmade investments as envisaged under Section 186 of Companies Act 2013.
20. Particulars of contracts or arrangements with related parties
There are no related party transactions in the Company during the year
21. Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Regulation 27 of SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 is annexed with the report.
22. Management Discussion and Analysis
The Management Discussion and Analysis forming part of this Annual Report has beendiscussed elsewhere in the Report.
23. Statutory Disclosures
In terms of the provisions of Section 134 of the Companies Act 2013 read with theCompanies Rules as amended the names and other particulars of the employees are set outin the Directors' Report. However as per the provisions of Section 219 (b) (IV) of thesaid Act read with Regulation 36 of Listing Obligations and Disclosure Requirements 2015the Annual Report excluding the aforesaid information is being sent to all the members ofthe Company and others entitled thereto. Any member interested in obtaining suchparticulars may write to the Company at the registered office of the Company.
24. Obligation of Company Under the Sexual Harassment of Women at Workplace(Prevention Prohibition 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 9thDecember 2013. Under the said Act every company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at work place of any women employee.
The Final charter of policy for prevention of Sexual Harassment of Women at workplaceis yet to be adopted.
25. Conservation of energy technology absorption and foreign exchange earnings andoutgo
As per section 134 (3) (m) of the Companies Act 2013 the details of conservation ofenergy technology absorption foreign exchange earnings and outgo are as follows
(a) Energy technology absorption: Nil
(b) Foreign exchange earnings: Rs. 5138366/- (USD 76709
Exchange Rate Rs. 66.99/-)
(c) Foreign exchange Outgo: Nil
26. Corporate Social Responsibility (CSR)
Corporate Social Responsibility (CSR) is not applicable to the company as the thresholdas mentioned in the provisions Companies Act 2013 is not applicable to our Company.
27. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had 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 had 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 had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
28. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBSE Limited where the Company's Shares are listed.
Your Directors take this opportunity to express their gratitude for the valuablesupport extended by the customers banks financial institutions investors businessassociates central & state government authorities. Your Directors also appreciate theemployees at all levels for their continued support to the Company. Your Directors believethat with the whole hearted support of employees stakeholders bankers and our valuablecustomers we will continuously excel in the path of success and growth.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Prabhakara Rao Alokam |
| ||Director |
|Place: Hyderabad ||(DIN: 02263908) |
|Date: 01.09.2017 || |
| ||Sd/- |
| ||G. Suresh Babu |
| ||Director |
| ||(DIN: 01961140) |