To the Members
The Directors have pleasure in presenting before you the Twenty Fourth Annual Report ofthe Company together with the Audited Statements of Accounts for the year period ended31st March 2018.
| || || ||(Rs. In lakhs ) |
| || ||(2017-18) ||(2016-17) |
|Sl. No. ||Particulars ||01.04.2017 to 31.03.2018 ||01.04.2016 to 31.03.2017 |
|1 ||Gross Income ||31072.83 ||30091.10 |
|2 ||Profit Before Interest and Depreciation ||886.4 ||771.59 |
|3 ||Finance Charges ||501.94 ||399.32 |
|4 ||Gross Profit ||384.46 ||372.27 |
|5 ||Provision for Depreciation ||5.68 ||6.27 |
|6 ||Net Profit Before Tax ||378.78 ||366.00 |
|7 ||Provision for Tax ||129.67 ||127.55 |
|8 ||Net Profit After Tax ||249.11 ||238.45 |
|9 ||Balance of Profit brought Forward ||249.11 ||238.45 |
|10 ||Balance available for appropriation ||249.11 ||238.45 |
|11 ||Proposed Dividend on Equity Shares ||0 ||0 |
|12 ||Tax on proposed Dividend ||0 ||0 |
|13 ||Transfer from General Reserve ||0 ||0 |
|14 ||Surplus carried to Balance Sheet ||249.11 ||238.45 |
Financial Results - Consolidated
| || || ||(Rs.In lakhs) |
| || ||(2017-18) ||(2016-17) |
|Sl.No. ||Particulars ||01.04.2017 to 31.03.2018 ||01.06.2016 to 31.03.2017 |
|1 ||Gross Income ||32362.60 ||45167.19 |
|2 ||Profit Before Interest and Depreciation ||(1387.33) ||944.73 |
|3 ||Finance Charges ||598.13 ||526.12 |
|4 ||Gross Profit/(Loss) ||(1985.46) ||418.61 |
|5 ||Provision for Depreciation ||317.05 ||150.34 |
|6 ||Net Profit Before Tax ||(2302.51) ||268.27 |
|7 ||Provision for Tax ||129.67 ||152.08 |
|8 ||Net Profit After Tax ||(2432.18) ||116.19 |
|9 ||Minority Interest ||0.01 ||- |
|10 ||Balance of Profit brought forward ||(2432.17) ||116.19 |
|11 ||Balance available for appropriation ||(2432.17) ||116.19 |
|12 ||Proposed Dividend on Equity Shares ||- ||- |
|13 ||Tax on proposed Dividend ||- ||- |
|14 ||Transfer from General Reserve ||- ||- |
|15 ||Surplus carried to Balance Sheet ||(2432.17) ||116.19 |
The standalone revenues stood to Rs.31072.83la khs for the year ended 31.03.201 8. TheCompany achieved a standalone operational profit of Rs.249.11Lakhs. The Directors do notrecommend any dividend for the period ended 31st March 2018 keeping in mind the fundrequirements. The company consolidated revenueof Rs 32362.60. lakhs for the period ended31st March 2018.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of provisions of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management's Discussion and Analysis is set out inthis Annual Report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the regulations laid down inSEBI (Listing Obligations and Disclosures Requirements) 2015.
A report on Corporate Governance is included as a part of this Annual Report.Certificate from the Statutory Auditors of the company M/s. Mathesh & RamanaChartered Accountants confirming the compliance with the conditions of CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosures Requirements)2015 is ncluded as a part of this report.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 toBSE where the Company's Shares are listed.
DEMATERIALISATION OF SHARES:
99.21%of the company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2018and balance 0.79%is in physical form. The Company's Registrars areM/s XL Softech Systems Ltd. having their registered office at 3 Sagar Society Road No.2Banjara Hills Hyderabad -500 034. Notes:The Securities and Exchange Board of India(SEBI) vide its notification dated June 8 2018 amended SEBI (listing Obligation andDisclosure Requirements) Regulation2015which mandates that transfer of securities witheffect from December 52018 would be in dematerialized form only. Accordingly weurge allthe shareholders who holds their shares in physical form totake necessary steps with yourDepository Participant(s) to dematerialize your shares held in the Company. Please notethat as per the above SEBI Notification the Company will obliged to reject any requestfor transfer of your shares after due date . However request for transmission ortransposition and dematerialization shall continue to be considered.
Number of Board Meetings held:
This is included in Corporate Governance Report.
Changes & Cessations in Directorships:
Mrs. G Vani(DIN: 08040631)has been appointed as Additional Director(Independent) category by the Board.
Approval of members by way of Ordinary resolutionis required for regularization ofappointment of Mrs. G Vaniin the AGM to be held on 30 th December201 8.
Mrs. G. Lavanya Reddy (DIN: 06686222) has been appointed as Additional Director by theBoard.
Approval of members by way of Ordinary resolution is required for regularization ofappointment of Mrs. G. Lavanya Reddy in the AGM to be held on30 thDecember2018.Mr. Mukesh Aroraresigned from the office of Independ ent Director with effect from23.05.2018 due to his personal reason. Mr.Sarath Kumar Pakalapati resigned from the officeof Independent Director with effect from 16.06.2018 due to his personal reas on. The Boardplaced on record its appreciation for the Services guidance and assistance provided bythem while working as a director of the Company.
Changes in the Key Managerial Personnel as below:
Mr. Matru Prasad Mishra resigned from the office of Company Secretary on 30.11.2017 andthe Board has appointed Mr. Satya Ranjan Jena as the Company Secretary of the Company witheffect from 27.04.2018
The Board has adopted a formal mechanism for evaluating its performance as well as theCommittees including the individual director also including the Chairman of the Board. Theexercise was carried out through a structured evaluation process covering various aspectsof the Board such as Composition of the Board & Committees experience &competencies performance of specific duties & obligations contribution at themeeting and otherwise independent judgment governance issues etc.
Familiarization Programs for Independent Directors:
The Company proactively keeps its directors informed of the activities of the Companyits management and operations and provides an overall industry prospective as well asissues being faced by the industry.
Independent Directors Meeting:
The independent Directors met on 10th February 2018without the attendanceof Non -Independent Directors and the members of management. The Independent directorsrevised the performance of Non-independent directors as a wholethe Chairman of theCompany taking into account the various factors and assessed the quality quantity andtimeliness of flow of information between the Company management and the Board that isnecessary forthe Board to effectively and reasonably perform their duties.
Declaration by the Independent Directors:
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013that they meet the criter ia of independence asmentioned in Section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations 2015.
DIRECTORS RESPON SIBILITY STA TEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
a) in the preparation of the annual accounts for the period ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the period and of the profit of thecompany for the same period;
c) the directors have taken proper and sufficient care 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) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that are adequate andwere operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.
The Management has taken reasonable steps for the maintenance of Fixed Assets Registerproviding for bad debts verification of Stock account balances etc.
The management is taking various steps to improve the net worth and is confident ofachieving it in the coming years.
i) Statutory Auditors:
The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting is done away with videnotification dated 7th May2018 issued by Ministry of CorporateAffairs.Accordingly no resolution is proposed for ratification of appointment of Auditors who were appointed in the Annual General Meeting 29thSeptember2017.
ii) Secretarial Audit:
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Company Secretary in Practice is enclosed as a partof this report Annexure-A.
Comments on qualifications made in secretarial audit report:
SECRETARIAL AUDITORS' REPORT EXPLANATION TO OBSERVATIONS OF AUDIT
As prescribed under Section204(1) of the Act the Company has received the SecretarialAudit Report. The observations made therein and the corresponding explanations are givenbelow:
|Sl. No ||Observation ||Our Explanation |
| ||Foreign Liabilities and The Company is yet to file Annual Return on 1 || |
| ||Assets for the Financial Year ended 31st March 2017 with the Reserve Bank of India. ||Company is operating in various territory of the world with the presence of its subsidiaries in different regions. Due to differences in financial year of the Subsidiaries from the parent Company there was delay in the audit process of subsidiaries and delay in the preparation of accounts of subsidiaries. Company has also intimated BSE regarding the same. |
|2 ||The Company has not Consolidated its Financial Statements within specified time as required under regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for the financial year ended 31stMarch 201 7. || |
|3 ||The company has delay in filling up of casual vacancy of Women Director as required under Section 149 of the Companies Act 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014. || |
| || ||Generally the Company is regular in complying the regulatory |
|4 ||The Company has in few instances delays in filing of forms/returns/documents with the Registrar of Companies beyond the due dates. There is also instance where the Company is yet to file form MG T-14 for approval of Directors report. ||Compliances under relevant act/Regulations. It was missed inadvertently. The Company does not have any mala-fide intention regarding this. Regulatory provision shall be conformed in entirety. |
| || ||However the Company will be cautious for compliance of the said act/regulations. |
|5 ||The co mpany has delay of one day in filing Corporate Governance report for the quarter ended 31stDecember 2017 as required under regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. || |
The Company has not invited / accepted deposits from the public within the meaning ofSection 73 to 76 of the Companies Act 2013
Employee relations continue to be cordial.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014. The Company is not into manufacturingactivity. Hence Not Applicable to the Company
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The company has not crossed the thresh hold limit to implement CSR. Hence CSR is notApplicable to the Company during the year under report.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
CONSOLIDATED FINANCIAL STATEMENTS
In terms of Regulation 33 of SEBI(LODR)2015 and as prescribed by Accounting Standard21 notified by the Government of India under section 211(3c) of the Companies
Act 2013 the Audited consolidated financial statements for the period ended 31stMarch 2018are annexed and forms part of the annual Report.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were in theordinary course of business. There were no materially significant related partytransactions which could have had a potential conflict with the interests of the Company.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-B.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:
|S. N o ||Name ||Designation ||Remuneration paid FY 2016-17 ||Remuneration paid FY 2017-18 ||Increase in remuneration from previous year |
| || || ||Rs. In Lakhs ||Rs.in Lakhs ||Rs.InLakhs |
|1 ||Mr. G.Vinod Reddy ||Managing Director (KMP) ||18 ||18 ||- |
|2 ||Mr.G.Kameshwar Rau ||CFO (KMP) ||NA ||7.50 ||- |
|3 ||Mr. Satya Ranjan Jena ||CS (KMP) ||NA ||NA ||- |
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.
Directors take this opportunity to express their thanks to various departments of theCentraland State Government Banker Raw Material Supplier Customers and Shareholders fortheir continued support and guidance.
The Directors wish to place on record their appreciation for the dedicated efforts putin by the Employees of the Company at all levels.
|Place: Hyderabad ||For On behalf of the Board |
|Date: 06.12.2018 ||Sd/ - |
| ||G. Vinod Reddy |
| ||Chairman & Managing Director |