Your directors are pleased to present the 36th Annual Report and theCompany's audited financial statements for the financial year ended 31st March 2021.
The Company's financial performance for the year ended March 31 2021 is summarizedbelow;
CONTENTS OF THE REPORT
FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
|Particulars ||2020-21 ||2019-20 |
|Revenue from Operation ||2080004 ||2099022 |
|Other Income ||80 ||- |
|Profit Before Interest Depreciation and ||246580 ||179201 |
|Tax || || |
|Finance Charges ||- ||- |
|Profit Before Depreciation and Tax ||246580 ||179201 |
|Provision for Depreciation ||135992 ||159658 |
|Net Profit Before Tax ||110588 ||19543 |
|Provision for Tax ||24740 ||5085 |
|Net Profit After Tax ||85848 ||14458 |
|Transfer to General Reserve ||- ||- |
|Surplus/(Deficit) carried to Balance ||85848 ||14458 |
|Sheet || || |
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:
in view of the lockdown across the country due to Covid-19 pandemic the performance ofthe Company was adversely affected as execution of some of the orders was delayed. Neworder bookings are affected leading to significant challenges in going forward. The Boardof Director expects that the business will improves in the subsequent months.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
3 There has been no change in the nature of business of the Company during theFinancial Year.
The Company has not recommended any dividend for this financial year in view offinancial constraints.
5 AMOUNT IF ANY CARRIED FORWARD TO RESERVES:
The Company retained the entire surplus in the Profit and Loss Account and hence notransfer to General Reserve was made during the Year.
6 BOARD MEETINGS:
The Board of Directors met 4 times during this financial year on 21st May2020 28th July 2020 6th November 2020 and 18th January2021. For details of meetings of the board please refer to the Corporate Governancereport which is a part of this report. The intervening gap between the meetings waswithin the period prescribed under the Companies act 2013. The Board of Directors haspassed a Circular Resolution on 19th August 2020.
7 DIRECTORS AND KEY MANAGERIAL PERSONNEL :
(A) Mr.V.Parandhaman (DIN 00323551) Promoter Director Chairman cum Managing Director
(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
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the company Mr. V Parandhaman (DIN: 00323551) Directorretires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends his reappointment for the considerationof the members of the company at the forthcoming annual general meeting. Brief details ofV Parandhaman (DIN: 00323551) has been mentioned in the notice convening the Annual
General Meeting at "Information pursuant to the Listing Regulations andSecretarial Standards in respect of Appointment/ Re-appointment of Directors.
Brief Profile of Directors proposed to be Re-appointed:
Mr. V Parandhaman is a Bachelor Degree holder of Science University of Madras. He didhis CA and obtained certificates in Computer Programming Language in the year 1981. He isthe member of Cost and Works Accountant India since 1983 and a member of Cost andManagement Accountant London since 1985 and he did his C.A. Certified Public AccountantCalifornia in the year 1991.
Mr. V Parandhaman is the promoter and chairman of the Company and has got wide range ofexperience in the business of the Company.
Following are few of his career achievements:
1981-1983 He worked as Audit Manager. A.F. Ferguson and Company Bombay in charge ofthe auditing and Systems Works for multinational companies and national companies indifferent industries.
1983-1988- Controller Hong Kong Branch Bahrian Offshore Banking Unit in charge ofthe Accounting and EDP functions of the Banking Units in Bahrian.
1989-1991 Internal Audit Manager Mather Federal Credit Union Sacramento Ca USA incharge of the internal and systems audit functions for the bank which had branches in USAGreece and Turkey.
1991-1993 Certified Public Accountant- Sacramento Ca. had a successful businessconsulting system studies auditing etc. and onsite consulting. The Company was mergedwith RCM technologies Inc. a company traded in Nasdaq Stock Exchange.
From 1998 Promoter and chairman of I Power Solutions India Limited.
Mr. V Parandhaman is the spouce of Mrs.Vasumathy Parandhaman who is holding 1200 equityshares constituting 0.03%.
Mr. V Parandhaman does not have directorship or membership of committee of Board in anyother listed Company.
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).
9. BOARD EVALUATION
Pursuant to the provisions of the Companies act 2013 and Regulation 4(f) andRegulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the board has carried out an annual performance evaluation of its own performancethe Directors individually as well as the evaluation of the working of its Committees.
The evaluation process for measuring the performance of Executive/Non-Executive andIndependent Directors is being conducted through a survey which contains a questionnairecapturing each Board and Committee Member's response to the survey which provides acomprehensive feedback to evaluate the effectiveness of the Board and its Committees as awhole and also their independent performance. The methodology adopted by each Director whoresponded to the survey has graded their peers against each survey item from 1 to 5 with 1marking the lower efficiency and 5 the highest efficiency which revealed more realisticdata on measuring the effectiveness of the Board dynamics flow of information decisionmaking of Directors and performance of Board and Committee as a whole.
The Independent Directors evaluation is being done by the entire Board with main focuson their adherence to the Corporate Governance practices and their efficiency inmonitoring the same. They are also being evaluated on various parameters viz. theirperformance by way of active participation in Board and Committee meetings discussingand contributing to strategic planning fulfillment of Independence criteria as specifiedunder SEBI (LODR) Regulations 2015 as amended and their independence from the Managementetc. ensuring non participation of Independent Director being evaluated.
The performance of the Chairman of the Company was reviewed by the IndependentDirectors who ensured during their review that the Chairman conducted the Boardproceedings in an unbiased manner without any conflict with his personal interest at anypoint of time. It was further ascertained by the Independent Directors that the Chairmanallowed the Board Members to raise any concerns on any business of the Board during theirMeetings and addressed them in the best interest of the Company.
As per the SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2018 /79dated 10th May 2018 thefollowings details are being provided on Board evaluation
|Observations of board evaluation carried out for the year. ||There were no observations arising out of board evaluation during the year as the evaluation indicates that the Board has functioned effectively within its powers as enumerated under The Companies Act 2013 and in consonance with the Articles of Association of the Company. |
|Previous year's observations and action taken. ||There were no observations during the previous year warranting any action |
|Proposed actions based on current year observations. ||As there were no observations the action to be taken does not arise. |
10 TRAINING AND FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
Every Independent Director on being inducted into the Board attends an orientationprogram. To familiarise the new directors with the strategy operations and functions ofour Company the Executive Directors/Senior Managerial Personnel make presentations to theinductees about the Company's strategy operations product offerings organisationstructure human resources technologies facilities and risk management.
Further at the time of appointment of Independent Directors the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a Director. The detailed familiarization program for IndependentDirectors is hosted on the website of the Company and the web link for same Click here
11. COMMITTEES OF THE BOARD
As on March 31 2021 the Board had four committees: the Audit Committee theNomination And Remuneration Committee the Stakeholders Relationship Committee and theRisk Management Committee. A majority of the committees consists entirely of independentDirectors. During the year 4 meetings of Audit Committee 2 meetings of StakeholdersRelationship Committee 2 meetings of Nomination And Remuneration Committee and 2 meetingsof Risk Management committee were also held the details of which viz. dates and numberof meetings attended by each director etc. are given in the Corporate Governance report.Also all recommendations made by the committees were approved by the Board. A detailednote on the composition of the board and its committees is provided in the CorporateGovernance report.
12 DETAILS OF POLICIES DEVELOPED BY THE COMPANY
The Company has developed and implemented
(i) Nomination and Remuneration Policy
(ii) Risk Management Policy and
(iii) Whistle-Blower Policy Vigil Mechanism the details are given in Annexure -1
13 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.
14 DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Internal Complaints Committee ("ICC") has been set up to redressthe complaints received regarding sexual harassment. All employees are covered under thispolicy.
The following is the summary of the complaints received and disposed off during thefinancial Year 2019-20:
a) No. of complaints received: NIL
b) No. of complaints disposed off: NIL
15. VIGIL MECHANISM:
Pursuant to the provisions of revised Regulation 22 of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 and section 166 (9)&(10) of the Companiesact 2013 the Company had established a vigil mechanism for Directors and employees toreport concerns of unethical behavior actual or suspected fraud or violation of theCompany's Code of Conduct.
16. 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
17. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JV
The company does not have any subsidiaries associates or joint ventures.
18. EXTRACT OF ANNUAL RETURN:
As per the MCA Notification dated 28th August 2020 making an amendment to Rule 12(1)a web link of the Annual Return is furnished in accordance with sub section (3) of Section92 of The Companies Act 2013 and as prescribed in Form MGT-9 of The Companies (Management and Administration) Rules 2014
You may please refer to our Company's weblink Click here
M/s. Macharla & Associates. Chartered accountants (Firm Registration No. 013818S))existing auditors of the Company were appointed for a period of 5(five) years by themembers of the Company in the 34th annual General meeting held on 14thAugust 2019. The Company has received a certificate from the Auditors to the effect theyare not disqualified to continue as Auditors of the Company for the financial year2020-21.
Total Fees for all the Services paid by the Company on a consolidated basis to theStatutory Auditors Statutory Audit Fees: Rs.82600/- Tax Audit : Rs.18526/-
20 AUDITORS' REPORT
There are no qualifications reservations or adverse remarks made by M/s. Macharla& Associates. Chartered Accountants Statutory Auditors in their report for theFinancial Year ended 31st March 2021.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company under subsection(12) of section 143 of the Companies Act 2013 during theyear under review.
21 SECRETARIAL AUDIT:
Secretarial audit report as provided by Mrs.Saimathy Practising Company Secretary isannexed to this Report as ANNEXURE 11
22 COMMENTS ON SECRETARIAL AUDIT REPORT:
The Board of Directors undertake to rectify all the remarks made by Secretarial Auditorand to do necessary compliance in the current year
23 INTERNAL AUDITOR
The Board of Directors based on the recommendation of the Audit Committee hasre-appointed Mr. V R Sridharan. Chartered Accountants Chennai as the Internal Auditorsof your Company. The Internal Auditors are submitting their reports on quarterly basis.
24. 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$) details are given below:Foreign Exchange Earnings: US$ 21075 / INR 1542857 /-
Foreign Exchange Outgo: US$ - Nil
25. DETAILS RELATING TO DEPOSITS IF ANY:
The Company has not accepted any deposits during the Financial Year.
26. 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.
27. 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 software 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 software industry may impactconsumers' behavior.
The Company continuously scan business environment for early detection of emergingtrend. 28.
RELATED PARTY TRANSACTIONS :
There are no related party transactions during the financial year under review undersection 188 of the Companies Act 2013.
29 ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS:
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.
30 SUBSIDIARIES/ ASSOCIATE COMPANIES/ JOINT VENTURES:
The Company has no subsidiaries/ associate companies/ joint ventures as on 31st March2020.
31. DISCLOSURE ABOUT COST AUDIT :
Details of cost audit are not provided as the commercial operations are very limitedand no cost audit is undertaken.
32. RATIO OF REMUNERATION TO EACH DIRECTOR :
At present Directors are not receiving any remuneration from the company in view of thefinancial constraints.
33 VIGIL MECHANISM:
The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Company. The details of the Policy are posted on the websiteof the Company.
34 MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations 2015 a report onManagement Discussion & Analysis is herewith annexed as Annexure-III.
35 CORPORATE GOVERNANCE REPORT:
Though the Compliance with the provisions of under Regulation 27 (2) of SEBI (ListingObligations & Disclosures Requirement) Regulation 2015 shall not apply to your companyas paid up equity share capital not exceeding Rs. 10 Crores and Net worth not exceedingRs. 25 Crores as on the last day of the previous financial year as per circular of SEBIbearing number CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014. the Company hascomplied with the Corporate Governance code as stipulated under the listing agreement withthe stock exchange. a separate section on Corporate Governance along with Certificatefrom the auditors confirming the compliance is annexed and forms part of the annualreport. Pursuant to Regulation 34 read with Schedule V of SEBI (LODR) Regulations 2015 areport on Corporate Governance is herewith annexed as
36 PARTICULARS OF EMPLOYEES:
The Company is not required to provide any information pursuant to Section 197 (12)read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company and in terms of Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
37 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /Courts/ Tribunalswhich would impact the going concern status of the Company and its future operations.
38 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no Material Changes and Commitments Affecting the Financial Position of theCompany.
39. 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 2020-21.
SECRETARIAL STANDARDS :
40. The company confirms that the Secretarial Standards as applicable on the date ofthis report 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./- |
| ||V.Parandhaman |
|Place: Chennai ||Chairman & Managing Director |
|Date: 06/08/2021 ||DIN: 00323551 |