Your Directors have pleasure in presenting their 40th Annual Report andAudited Accounts for the year ended 31st March 2020.
1. FINANCIAL RESULTS:
(Rs. in Lakhs)
| ||Year ended 31.03.2020 ||Year ended 31.03.2019 |
|Revenue from operations ||0 ||0 |
|Other income ||0 ||0 |
|PBDIT ||(9.85) ||(10.05) |
|Interest and finance charges ||0 ||0 |
|Depreciation ||0 ||0 |
|Net profit/(Loss) before tax ||(9.85) ||(10.05) |
|Less: Provision for Tax: ||0 ||0 |
|Net profit/(Loss) after tax ||(9.85) ||(10.05) |
|Add: Balance Brought forward from previous year ||(1395.16) ||(1373.69) |
|Loss carried to Balance Sheet ||(1405.01) ||(1395.16) |
Currently the Company is not carrying its activities. The management of the Companyevaluating opportunities available in current market scenario to revive its activities.
During the year under review the Company has not recommended any dividend forfinancial year 2019-20.
4. PUBLC DEPOSITS:
During the year under review the Company has not accepted any deposits hence theprovisions of Chapter V of the Companies Act 2013 and The Companies (Acceptance ofDeposit) Rules 2014 are not applicable.
5. SHARE CAPITAL:
During the year under review there is no change in Authorised and Paid-up sharecapital of the Company
6. PROMOTER OF THE COMPANY:
During the year under review there is no change in promoters of the Company.
Mr. S. M. Patel has resigned from the Company on 20th December 20 2019 andMr. Surya Chilukuri has resigned on 21st June 2019. The Board consists ofExecutive and Non-executive Directors including Independent Director as per section 149 ofthe Companies Act 2013 and rules made thereunder read with Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015.
The number and details of the meetings of the Board and other Committees are furnishedin the Corporate Governance Report.
The Independent Directors have furnished declaration of independence under Section 149of the Companies Act 2013.
Number of Board Meetings of Directors:
During the year ended 31st March 2020 Six Board Meeting were held.
The dates on which the Board Meetings were held are 29th May 2019 21stJune 2019 14th August 2019 14th November 2019 20thDecember 2019 and 14th February 2020. The maximum time gap between any twoconsecutive meeting was within the period prescribed under the Companies Act 2013 andSEBI (LODR) Regulations 2015.
Familiarization Programme for Independent Directors
The Company familiarizes its Independent Directors with the Company their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company etc. through various programmes on a continuingbasis. The Familiarisation programme for Independent Directors is disclosed on theCompany's website.
Separate Meeting of Independent Directors
A separate meeting of Independent Directors of the Company was held on 25thMarch 2020 as required under Schedule IV to the Companies Act 2013 (Code for IndependentDirectors) and Regulation 25 of the SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015.
At the Meeting the Independent Directors:
- Reviewed the performance of Non-Independent Directors and the Board as a whole;
- Reviewed the performance of the Chairman of the Company taking into account theviews of Executive Director and Non-Executive Directors;
All the Independent Directors attended the Meeting of Independent Directors and Mr.Ravi Kumar Chennupati was the Lead Independent Director of that Meeting.
Statement on Declaration given by Independent Directors under sub-section (6) ofSection 149.
The Independent Directors have submitted the declaration of Independence as requiredunder Section 149(7) of the Companies Act 2013 stating that they meet the criteria ofIndependence as provided under sub-section (6).
8. Board & Directors' Evaluation
Pursuant to the provisions of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015 the Board itsCommittees and the Directors have carried out annual evaluation / annual performanceevaluation covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance. The Directors expressed their satisfactionwith the evaluation process.
Directors' Appointment and Remuneration Policy
The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company andformulates the criteria for determining qualifications positive attributes andindependence of Directors in nterms of provisions of Section 178 (3) of the Act andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirement). The Board has onthe recommendations of the Nomination & Remuneration Committee framed a policy forremuneration of the Directors and Key Managerial Personnel.
9. REMUNERATION AND NOMINATION COMMITTEE
The Remuneration and Nomination Committee consists of the following Directors namelyMr. Ravi Kumar Chennupati Mrs. Sridevi Nadella and Sanjiv Kumar Tandon as members.
Brief description of terms of reference:
Identifying person who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down and recommend tothe Board for their appointment and removal.
Carry on the evaluation of every directors' performance formulation of thecriteria for determining qualifications positive attributes and independence of director.
Recommend to the Board a policy relating to the remuneration of the Directorskey managerial personnel and other employees.
Formulation of criteria for evaluation of Independent Directors and the Board.
Devising a policy on Board diversity
Any other matter as the Board may decide from time to time.
Nomination and Remuneration Policy
The objectives of the policy:
To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.
To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer companies.
To carry out evaluation of the performance of Directors
To provide them reward linked directly to their effort performance dedicationand achievement relating to the Company's operations.
To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
10. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197 (12) of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is NIL
11. AUDITOR'S AND AUDITOR'S REPORT:
M/s. Ganesh Venkat & Co. Chartered Accountants (Registration No. 005293S; M.No.025104) Hyderabad Statutory Auditors of the Company who was appointed as StatutoryAuditors of the Company by shareholders of the Company vide resolution dated 29.09.2017until the conclusion of Annual General Meeting for the financial year ended 31st March2022.
In terms of first proviso to Section 139 of the Companies Act 2013 the appointment ofthe Auditors shall be placed for ratification at every Annual General Meeting. HoweverCompanies (Amendment) Act 2017 omitted the first proviso to section 139 of Companies Act2013 that required ratification of appointment of Auditors at every Annual GeneralMeeting.
The details pertaining to the role objective and composition of the Audit Committeeare included in the Corporate Governance Report which is part of the Annual Report for theyear.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Narala & Associates Company Secretaries to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is annexed herewith.
There was no qualification reservation or adverse remark in the secretarial auditreport.
12. SUBSIDIARY COMPANIES:
The Company does not have any subsidiary/ associate/ Joint venture companies underreview.
Since the statement in terms of first proviso to sub-section (3) of Section 129 readwith Rule 5 of Companies (Accounts) Rules 2014 is not required to be attached.
13. INTERNAL CONTROL SYSTEMS
Your Company has in place internal and financial control systems commensurate with thesize of the Company. The primary objective of our internal control framework is to ensurethat internal controls are established properly documented maintained and adhered to ineach functional department for ensuring orderly and efficient conduct of business whichincludes proper use and protection of the Company's resources accuracy in financialreporting
compliance with the statutes timely feedback on achievement of operational andstrategic goals.
14. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as 'Annexure' VI.
15. INFORMATION ON STOCK EXCHANGES
The Equity shares of the Company are listed on BSE Limited
16. CORPORATE GOVERNANCE
A detailed report on the subject forms part of this report. The Statutory Auditors ofthe Company have examined the Company's compliance and have certified the same as requiredunder the SEBI Guidelines. Such certificate is reproduced in this Annual Report.
17. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134 of the Companies Act 2013:
(a) that in the preparation of the annual accounts/financial statements for thefinancial year ended 31st March 2020; the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any;
(b) that the accounting policies as mentioned in the financial statements were selectedand applied consistently and reasonable and prudent judgments and estimates were made soas to give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) that proper and sufficient care had been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) that the annual accounts were prepared on a going concern basis;
(e) that proper internal financial controls were in place and that such internalfinancial controls are adequate and were operating effectively; and
f) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As the Company does not fall under the criteria stipulated for applicability of section135 of the Companies Act 2013 the Company has not constituted a Committee of CorporateSocial Responsibility and no contributions were made during the year.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the requirements of the Companies Act 2013 and Regulation 22 SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has a vigilmechanism to deal with instance of fraud and mismanagement if any. The details of thevigil mechanism are displayed on the website of the Company. The Audit Committee reviewsthe
functioning of the vigil / whistle blower mechanism from time to time. There were noallegations / disclosures / concerns received during the year under review in terms of thevigil mechanism established by the Company.
RISK MANAGEMENT POLICY
The Company has laid down the procedure for risk assessment and its mitigation throughan internal risk committee. Key risks and their mitigation arising out of reviews by theCommittee are assessed and reported to the Audit Committee on a periodic basis.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review the Company has not received any Material Orders passedby the Regulators or Court.
21. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith. ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the assistance andco-operation received from the financial institutions banks Government of India andvarious State Government authorities and agencies customers vendors and members duringthe year under review.
| ||For and on behalf of the Board of Directors |
|Date: 14.08.2020 || |
|Place: Hyderabad ||Sd/- |
| ||Sachendra Tummala |
| ||Managing Director |