Your directors are pleased to present the 32nd Annual Report and the Company's auditedfinancial statements for the financial year ended 31st March 2017.
The Company's financial performance for the year ended March 312017 is summarizedbelow;
S.No. CONTENTS OF THE REPORT
1 FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
|Particulars ||2016-2017 ||2015-2016 |
|Gross Income ||1762913 ||2483520 |
|Profit Before Interest Depreciation and Tax ||272565 ||326791 |
|Finance Charges ||4228 ||25213 |
|Profit Before Depreciation and Tax ||268337 ||301578 |
|Provision for Depreciation ||228018 ||258918 |
|Net Profit Before Tax ||40319 ||42660 |
|Provision for Tax || |
|Net Profit After Tax ||40319 ||42660 |
|Transfer to General Reserve ||40319 ||42660 |
|Surplus/(Deficit) carried to Balance Sheet ||40319 ||42660 |
The Company has its presence spanning across USA Europe and UAE and its focus areasare Web / e-commerce solutions software application development information processingand BPO work. The Company is doing open source software projects in PHP Web applicationsAndroid applications etc. The Company is committed to software development in open sourceplatform. The Company has a social networking portal called vanavil.com.
2 EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material events that have occurred after the date of financial statementswhich may adversely impact the business of the Company.
3 CHANGE IN THE NATURE OF BUSINESS IF ANY:
There has been no change in the nature of business of the Company during the FinancialYear.
The Company has not recommended any dividend for this financial year in view offinancial constraints.
5 AMOUNT IF ANY CARRIED FORWARD TO RESERVES:
The balance in profit and loss account amounting to Rs.40319/- is carried over to thegeneral reserve account.
6 BOARD MEETINGS:
The Board of Directors met 6 times during this financial year on 19th May 2016 28thJuly 2016 9th August 2016 20th October 2016 3rd February 2017 and 29th March 2017.
7 DIRECTORS AND KEY MANANGERIAL PERSONNEL :
A) Mr.V.Parandhaman (DIN - 00323551) - Promoter Director - Chairman cum ManagingDirector
B) Mr.R.Jayaprakash (DIN - 02138581) - Independent Non-Executive Director
C) Mr.K.Bhaskaran (DIN - 01952820) - Independent Non-Executive Director
D) Mr.D.RavichandraBabu (DIN - 00016326) - Independent Non-Executive Director
E) Mrs. N R Alamelu (DIN - 02138648) - Independent Non-Executive Woman Director
8 DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6) andthe extract of the Declarations are given in Annexure I
9 COMPOSITION OF AUDIT COMMITTEE:
The Company has a qualified and independent Audit Committee comprising of fivedirectors as members of which Two-thirds of the members are independent directors. Allmembers of audit committee are financially literate with the Chairman of the Committeehaving the experience in finance accounting having requisite professional certificationin accounting financial management experience.
None of the members receive directly or indirectly any consulting advisory orcompensatory fees from the Company other than their remuneration as a Director.
|Mr. R.Jayaprakash ||Chairman |
|Mr. V. Parandhaman ||Member |
|Mr. K.Bhaskaran ||Member |
|Mr. D. RavichandraBabu ||Member |
|Mrs. N.R.Alamelu ||Member |
Meetings and Attendance for the year ended 2016-2017
The audit committee met 4 times during the year ended 31st March 2017. The Meetingsheld during the year were on 19.05.2016 28.07.2016 20.10.2016 and 03.02.2017..
|Name of Director ||No. of Meetings ||Meetings attended |
|Mr. R. Jayaprakash ||4 ||4 |
|Mr. V. Parandhaman ||4 ||4 |
|Mr. K. Bhaskaran ||4 ||4 |
|Mr. D. RavichandraBabu ||4 ||4 |
|Mrs. N.R.Alamelu ||4 ||4 |
10 CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to section 135 of the Companies Act 2013 every company having net worth ofRs.500 crore or more or turnover of Rs.1000 crore or more or a net profit of Rs.5 croreor more during the financial year shall constitute a CSR Committee. Our Company has nottriggered any of the above limits; hence no committee in this has been constituted.
11 DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 The Company has in place an Anti SexualHarassment Policy in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The Internal ComplaintsCommittee ("ICC") has been set up to redress the complaints received regardingsexual harassment. All employees are covered under this policy.
The following is the summary of the complaints received and disposed off during thefinancial Year 2016-17:
a) No. of complaints received: NIL
b) No. of complaints disposed off: NIL
12 VIGIL MECHANISM:
Vigil Mechanism cum Whistle Blower Policy is attached in ANNEXURE III
13 DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm 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
14 INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES/ ASSOCIATES/ JV
The company does not have any subsidiaries associates or joint ventures.
15 EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is given as a part of this Annual Report under ANNEXURE IV
Mr.W.S. Madhavann FCA Chartered Accountant Chennai Statutory Auditor of the Companyretires at the ensuing AGM. In terms of the provisions of section 139 and other applicableprovisions of the Companies Act M/s. Macharla and Associates Chartered AccountansChennai are proposed to be appointed as statutory auditors of the company in view of therotation of auditors introduced in the Companies Act 2013.
17 SECRETARIAL AUDIT:
Secretarial audit report as provided by Mr.S Shreenivasan Practising CompanySecretary is annexed to this Report as ANNEXURE V.
18 COMMENTS ON INDEPENDENT AUDIT REPORT AND SECRETARIAL AUDIT REPORT:
(a) statutory audit report : Nil
(b) secretarial audit report : Nil
19 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The Company informs that the disclosure of particulars under section 134(3)(m) of theCompanies act 2013 read with Rule 8 (3) of Companies (Accounts) Rules 2014 relating toconservation of Energy etc is not applicable to the Company as no energy intensive worksare undertaken by the company.
Particulars relating to Technology Absorption etc. have not been furnished as theCompany has neither undertaken any Research & Development activities in the Field ofoperations nor imported any technology thereto.
In respect of Foreign Exchange earnings and outgo (in US$) details are given below:Foreign Exchange Earnings: US$ 1500 Foreign Exchange Outgo: US$ - Nil
20 DETAILS RELATING TO DEPOSITS IF ANY:
The Company has not accepted any deposits during the Financial Year.
21 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has duly complied with the provision of Section 186 of the Companies Act2013 and it has not given any loans guarantees and investments during the financial year.
22 RISK MANAGEMENT :
The Company has well defined Risk Management Policy in place. The fact that the Risksand opportunities are inevitably intertwined is well recognised policy by the Company andthus aims to identify manage and minimize risks strategically. It is committed toembedding risk management throughout the organisation and its systems and controls aredesigned to ensure that exposure to significant risk is properly managed. With thepredefined risk management principles and policy the Company identifies categorizesassess and addresses risks.
Key Elements of Risks:
(i) Global Economic Situation: The Economic environment around the world is showingsign of growth. Growth in the Construction industry has been fairly positive.
(ii) Cost pressure: Increasing operating cost may create a pressure on margin. TheCompany is focusing to put up framework for cost management.
(iii) Regulatory risks: Any Change in regulations in the field of our operations wouldhave an impact on the operations. The Company is vigilant on such changes for easyadaptability.
(iv) Emerging Trend : New technologies and trends used in construction industry mayimpact consumers' behavior. The Company continuously scan business environment for earlydetection of emerging trend.
23 RELATED PARTY TRANSACTIONS :
There are no related party transactions during the financial year under review undersection 188 of the Companies Act 2013.
24 FORMAL ANNUAL EVALUATION:
Criteria for evaluation of performance of Independent Directors Committees and theBoard has been laid by the Nomination and Remuneration Committee for their formalevaluation using various professional attributes including expertise skills behaviorexperience leadership qualities knowledge performance culture responsibility etc.Evaluation of Directors' performance based on the criteria is done periodically or asdecided by the Nomination and Remuneration Committee and the same is reported to theBoard in case of challenging situations.
25 DISCLOSURE ABOUT COST AUDIT :
Provisions relating to Cost Audit are not applicable to the Company.
26 RATIO OF REMUNERATION TO EACH DIRECTOR :
At present Directors are not receiving any remuneration from the company in view of thefinancial constraints. Nomination and Remuneration Policy of the company is given inAnnexure II.
27 LISTING WITH STOCK EXCHANGES:
Shares of the Company are listed on BSE and the Company confirms that it has paid theAnnual Listing Fees for the year 2016-2017.
28 SECRETARIAL STANDARDS :
The company confirms that the Secretarial Standards as applicable on the date of thisreport are followed by the Company..
Your directors thank and acknowledge the continuous co-operation and assistanceextended by Bank of Maharashtra Indian Bank BSE Limited Cameo Corporate Services Ltd.our employees and the various customers who are patronizing our products.
| || |
| ||For and on behalf of the board |
| ||Sd./- |
|Place: Chennai ||V.PARANDHAMAN |
|Date: 30.5.2017 ||Chairman |