Your directors present the thirty ninth annual report together with theaudited accounts for the year ended 31 March 2017.
| || ||(Rs. in lakhs) |
|FINANCIAL RESULTS ||2016-17 ||2015-16 |
|Income ||9.08 ||6.44 |
|Expenses ||5.70 ||6.67 |
|Profit /(Loss) before taxation ||3.37 ||-0.23 |
|Profit/ (Loss) after taxation ||3.37 ||-0.41 |
Your directors do not recommend any dividend for the year.
During the year under review the gross income of the Company was atRs.9.08 lakhs as against Rs.6.44 lakhs during the previous year. The Company made a profitof Rs.3.37 lakhs as against a loss of Rs.0.23 lakhs during the previous year.
VOLUNTARY DE-LISTING OF SHARES
During the year M/s. Chola Business Services Limited one of themembers of promoter and promoter group of the company had expressed its intention to theboard of directors to acquire up to 61450 equity shares held by the public shareholdersrepresenting 25.18% of the total equity share capital of the company by providing an exitopportunity through a voluntary delisting offer in accordance with Chapter VII ofDelisting Regulations in order to delist the equity shares from the BSE. The acquirer inconsultation with the Merchant Banker to the Offer have considered an exit price asRs.72/- (Rupees Seventy Two Only) per equity share of face value of Rs.10/- (Rupees Tenonly) as per regulation 27(3) of the Delisting Regulations. The company thereforeobtained your approval as required under the regulation 8(l)(b) of SEBI (Delisting ofEquity Shares) Regulations 2009 by way of a special resolution passed through postalballot. Further an application has been submitted with BSE Limited for voluntarilyde-listing the shares of the company and the same is pending.
During the year Ms. A Kavitha was appointed as an independent directorof the Company at the 38th AGM of the company for a period of 5 years.
Mr. R Chandrasekar director retires by rotation at the ensuing AGM andbeing eligible has offered himself for re-appointment.
DECLARATION FROM INDEPENDENT DIRECTORS
The independent directors Mr. R Surendran and Ms. A Kavitha havesubmitted a declaration of independence as required pursuant to Section 149(7) of theAct stating that they meet the criteria of independence as provided in Section 149(6) ofthe Act. In the opinion of the Board the independent directors fulfill the conditionsspecified in the Act and the Rules made there under for appointment as IDs and confirmthat they are independent of the management.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Act read with therules made there under the following are the whole-time key managerial personnel of thecompany during the FY 2016-17:
1. Mr. R Chandrasekar Manager
2. Ms. M Gayathri Chief Financial Officer (Resigned effective 31May2017)
3. Ms. Bala Ravi Chief Financial Officer (Appointed effective 1June2017)
4. Ms. S Sangeetha Company Secretary
DIRECTOR'S RESPONSIBILITY STATEMENT
The director's responsibility statement as required under Sections134(5) of the Act reporting the compliance with accounting standards is attached andforms part of board's report.
M/s. Shanker Giri & Prabhakar Chartered Accountants were appointedas statutory auditors of the company for a period of 3 years at the 36th AGM ofthe company as per the transition provisions of Section 139 of the Act where the rulesprescribed the maximum tenure for appointment of a firm if they had already been servingas auditors for more than 5 years. Accordingly M/s. Shanker Giri & Prabhakarchartered accountants statutory auditors of the company complete their three year tenureat the closure of the thirty ninth AGM of the company.
Pursuant to Sections 139 and 141 of the Act and other applicableprovisions if any read with Companies (Audit & Auditors) Rules 2014 made thereunder (including any statutory modification(s) or re-enactment thereof for the time beingin force) it is proposed to appoint Mr. P Senthamarai Kannan chartered accountants asstatutory auditors of the company for a period of three years commencing from theconclusion of 39th AGM till 42nd AGM subject to the approval of themembers at the ensuing AGM.
The secretarial audit report is attached and forms part of this reportand does not contain any qualification. Pursuant to the provisions of the Act and therules framed there under
the company appointed Ms. Srinidhi Sridharan Practicing CompanySecretary to undertake the secretarial audit of the company for FY 17.
INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READWITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014
The company has no activity relating to the consumption of energy ortechnology absorption. No foreign currency expenditure was incurred during the year. Therewere no foreign currency earnings during the year.
During the year ended 31 March 2017 five meetings of the Board wereheld i.e. 25 May 2016 4 August 2016 14 November 2016 9 February 2017 and 20February 2017.
The Audit Committee comprises Mr. R Surendran Mr. R Chandrasekar Ms.A Kavitha as its members. During the year ended 31 March 2017 four meetings were heldi.e. 25 May 2016 4 August 201614 November 2016 and 9 February 2017.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises Mr. R SurendranMr. R Chandrasekar and Ms. A Kavitha as its members. During the year ended 31 March 2017one meeting was held on 25 May 2016.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee comprises Mr. R Surendran Mr.R Chandrasekar and Ms. A Kavitha as its members. During the year ended 31 March 2017 twomeetings were held i.e 25 May 2016 and 16 December 2016.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The company has established a whistle blower mechanism which inter-aliacovers an avenue to raise concerns. The mechanism provides for adequate safeguards againstvictimisation of directors / employees / customers who avail of the mechanism and also forappointment of an ombudsperson who will deal with the complaints received.
PARTICULARS OF EMPLOYEES
During the year there were no employees covered by the provisions ofSection 197 (12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
EXTRACT OF ANNUAL RETURN
In accordance with sections 134(3)(a) of the Act extract of the annualreturn in Form MGT-9 is attached and forms part of this report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.
INTERNAL FINANCIAL CONTROLS
Proper internal financial controls have been laid down to be followedby the Company with reference to the financial statements and such internal financialcontrols are adequate and operating effectively.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
No loans guarantees or investments have been made under section134(3)(g) of the Act. RELATED PARTY TRANSACTIONS
The company has in place a policy on related party transactions asapproved by the board and the same is available on the website of the company.
There were no related party transactions entered into by the Companyduring the FY 17. None of the Directors has any pecuniary relationship or transactionvis-a-vis the Company FORMAL ANNUAL EVALUATION
In compliance with the Section 134(3)(p) of the Companies Act 2013 andthe Rules made there under the annual performance evaluation of the Board was carried outduring the year under review.
REMUNERATION POLICY CRITERIA FOR BOARD NOMINATION & SENIORMANAGEMENT APPOINTMENT
Pursuant to the provisions of Section 178 of the Act on recommendationby the Nomination and Remuneration Committee the Board of directors has framed aremuneration policy relating to the remuneration of the directors key managerialpersonnel and other employees. The nomination and remuneration committee has furtherformulated the criteria for board nomination and senior management appointment includingdetermining qualifications positive attributes and independence of a director.