Your Directors have pleasure in presenting their 28thAnnual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2020.
1. 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)
|Particulars ||2019-20 ||2018-19 |
|1. Revenue from Operations ||213.31 ||1229.92 |
|2. Operating Expenditure ||253.27 ||1229.05 |
|3. Extraordinary Expenses ||- ||- |
|4. Profit before Tax ||(39.96) ||0.87 |
|5. Profit after Tax ||(41.75) ||(1.57) |
|6. Balance carried to Balance Sheet ||(1048.76) ||(1007.00) |
2. Brief description of the Company's working during the year/State of Company'saffairs
Revenue for the Year 2019-20 is Rs.21331097 for the year 2018-19 is at Rs.122991658 and the Net loss for the year is 2019-2020 is Rs. 4175282 and net loss for2018-19 is Rs. 156698/-
There is no change in the nature of business during the period under review.
3. Dividend and Reserves
During the period under review profits were not appropriated to any reserves.
4. Change in Capital Structure
There is no change of capital structure since the closure of Financial Year 2019-20till the date of notice.
5. Subsidiary Company
As on March 31 2020 the Company has no subsidiary companies.
6. Public Deposits
Your Company has not accepted any deposits from the public within the meaning ofChapter V of the Act and as such no amount of principal or interest was outstanding as onthe balance sheet date.
7. Corporate Governance Report and Management Discussion And Analysis
A Separate reports on Corporate Governance Report and Management Discussion andAnalysis as required by Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ["SEBI (LODR) 2015"] forms part ofthis Annual Report along with the required Certificate from the Statutory Auditors of theCompany confirming the compliance of requirements of Corporate Governance as stipulated inthe SEBI (LODR) Regulations 2015.
8. Directors and Key Managerial Personnel
During the period under review there is change in Composition of Board.
Mr. G Suresh Babu resigned from the position of director on 16th April 2019and Mr. Naresh Konda joined the position of Whole-Time Director from 16th April2019. Ms. Sakshi Mathur was appointed 05th April 2019 as Company Secretary andCompliance officer of the Company. Mr. Prabhakara Rao Alokam resigned from the post ofdirector on 9th January 2020.
Mr. Uday Kumar Chava will retire by rotation at the forthcoming Annual General Meetingand being eligible offers himself for reappointment. The Board of Directors recommendshis re-appointment at the ensuing Annual General Meeting.
Declaration of Independence by Independent Directors
The Independent Directors of your Company have submitted declaration confirming thatthey meet the criteria of independence as laid down under Section 149(6) of the Act andRegulation16(1)(b) of the Listing Regulations
9. Familiarization Programme
The Company has formulated a Familiarization Programme for Independent Directors withan aim to familiarize the Independent Directors with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. to provide them with better understanding of thebusiness and operations of the Company and so as to enable them to contributesignificantly to the Company.
10. 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 Eleven (11) Board Meetings and Four (4) 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 CompaniesAct2013
12. 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)(Erstwhile Clause 49 of the Listing Agreement) the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
13. 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.
M/s. M M Reddy & Co. Chartered Accountants (FRN: 010371S) the present Auditorswish to resign from the as statutory auditors and have submitted their resignation letter.
The board has shortlisted M/s V Ravi & Co Chartered Accountants as statutoryauditors of the Company from conclusion of 28th annual general meeting tillconclusion of 33rd Annual general meeting and resolution has been presented inthe notice for approval of members.
15. Auditors' Report
The Auditors' Report contains qualifications. Notes to Accounts and Auditors remarks intheir report are selfexplanatory and do not call for any further comments.
16. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. Subhash Kumar &Co. Practicing Company Secretaries have been appointed as Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure II to thisreport. The report is self-explanatory and do not call for any further comments.
17. 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.
18. 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 I.
19. 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
Following are the material changes occurred during the financial year of the Company towhich financial statements relate and the date of the report.
A notice has been received from a creditor under Rule 5 of the Insolvency andBankruptcy Code 2016 for liquidation of the Company and proceeding of which are pending inNCLT Hyderabad.
20. 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.
22. 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.
23. Particulars of contracts or arrangements with related parties
There are no related party transactions in the Company during the year
24. 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 (Erstwhile Clause 49 of the Listing Agreement)is annexed with the report.
25. Management Discussion and Analysis
The Management Discussion and Analysis forming part of this Annual Report has beendiscussed elsewhere in the Report.
26. 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 2015(Erstwhile Clause 32 of the Listing Agreement) the Annual Report excluding the aforesaidinformation is being sent to all the members of the Company and others entitled thereto.Any member interested in obtaining such particulars may write to the Company at theregistered office of the Company.
27. 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.
28. 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: Nil
(c) Foreign exchange Outgo: Nil
29. 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.
30. Vigil Mechanism/Whistle Blower
Your Company has a Vigil Mechanism in place as required under Section 177 of the Actand the SEBI (LODR) Regulations 2015 and SEBI (Prohibition of Insider Trading)(Amendment) Regulations 2018. The mechanism provides for adequate safeguards againstvictimization of persons who use such mechanism and make employees. aware of such policyto enable employees to report instances of leak of unpublished price sensitive informationand make provisions for direct access to the Chairman of the Audit Committee.
31. 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.
32. Listing with Stock Exchanges:
The Company confirms that it has not paid the Annual Listing Fees for the year2020-2021 to BSE Limited where the Company's Shares are listed.
The Company has been suspended from BSE Limited due to non-payment of listing fee.
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.
| ||By order of the Board |
| ||For Covidh Technologies Limited |
|Date: 5th December 2020 || |
|Place: Hyderabad ||Sd/- |
| ||(NARESH KONDA) |
| ||Director |
| ||DIN: 08163277 |