To the Members
Your Directors have pleasure in presenting the Twenty-Sixth Annual Report together withthe Audited Accounts of your company for the Financial Year ended on 31st March 2018.
The financial results of the Company during the year under review as compared to theprevious year are summarized as under:
|PARTICULARS ||As on 31.03.2018 ||As on 31.03.2017 |
|Sales & Other Income ||- ||- |
|Profit / (Loss) before Depreciation and Tax || ||(1014681) |
|Less: Depreciation || ||- |
|Profit / (Loss) before Tax || ||(1014681) |
|Provision for Deferred Tax Asset || ||- |
|Profit / (Loss) after Tax || ||(1014681) |
|Number of Shares || ||17218759 |
|EPS Basic & Diluted || ||(.059) |
Your directors do not recommend any dividend as there was a loss during the year underreview.
PUBLIC DEPOSITS AND LOANS/ ADVANCES
The company has not accepted any public deposits during the financial year.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review Mr. A.Govindaraj and Mrs. Mythili were appointed asAdditional Directors (Independent) with effect from 27.04.2018. Mr. Jayabalan Jayakumarand Mr. Subash Banerjee Directors were relieved with effect from 27.04.2018 as theyresigned from the Board due to their personal reasons. Mr Rajendra Jain was relieved witheffect from 17.07.2018 as he resigned from the Board due to personal reasons. Mr. S.N.Madhavan Company Secretary was appointed as Whole Time Director & Company Secretarywith effect from 17.07.2018.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Directors 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).
The Company has no subsidiary Companies as of March 31 2018.
The Company has established a vigil mechanism called Whistle-blower policy for itsdirectors and employees to report genuine concerns pursuant to the provisions of Section177(9)& (100 of the Companies Act 2013 and as per Regulation 22 of SEBI (LODR)Regulations 2015. The details of the Whistle blower is explained in the CorporateGovernance Report and also posted in the website of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 34(5) of the Companies Act 2013 your Directors confirm :
i. that in preparation of accounts applicable accounting standards have been followed:
ii. that directors have selected such accounting policies and applied them constantlyand made judgments and estimates that are reasonable and prudent to give a true and fairview of state of affairs of the Company at the end of the financial year and of the profitor loss of the Company for that period.
iii. that Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;and
iv. that the Directors have prepared Annual Accounts on a Going Concern basis.
v. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi. the Directors had devised proper systems to ensure compliance with the provision ofall applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOANS & INVESTMENTS BY COMPANY
During the year your company had not given any Loans provide any Guarantee coveredunder the provisions of Section 186 of the Companies Act 2013.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in formMGT 9 is annexed herewith.
The present Auditors M/s. A. John Moris & Co. Chartered Accountants Chennai(FRN: 007220S) were appointed for a period of 5 years pursuant to the resolution passedby the members at the Annual General Meeting held on 30th September 2017.Subject to the amendment stated in The Companies Amendment Act 2017 read withNotification S.O. 1833(E) dated 7th May 2018 deleting the provision of annual ratificationof the appointment of auditor the requirement to place the matter relating to appointmentof Auditors for ratification by members at every Annual General Meeting is done away withand no resolution has been proposed for the same.
AUDITORS OBSERVATION IN THE AUDIT REPORT
Allotment on Preferential basis made on 31st December 2002 amounting to Rs.77447600 has not been taken on record by Bombay Stock Exchange even though the shareshave allotted and issued to the concerned allottees. These shares were issued to theshareholders of M/s Millennium E Soft Solutions Private Limited M/s Elan IntegratedSystems Private Limited and R3 Ventures Private Limited for consideration other than cash.
EXPLANATION BY THE BOARD
7744760 Equity Shares were allotted on Preferential basis on 31/12/2002 and the Shareswere listed with Madras Stock Exchange the Regional Stock Exchange at that point of timeand the MSE had granted the Listing permission in 2003 vide their letter dated 14/02/2003.The Company had also filed the Listing Application with BSE for the listing of 7744760Equity shares allotted. However the Company had taken appropriate steps to file a freshListing Application irrespective of the pendency of the earlier Listing application.
Secretarial audit report in Form MR3 as given by Mr. S. Ganesan Practicing CompanySecretary is annexed to this Report.
INFORMATION AS PER SECTION 134(3) OF THE COMPANIES ACT 2013
The information regarding conservation of energy and technology absorption are notapplicable to your company. There were no foreign exchange earnings and outgo during thefinancial year.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material order passed by the regulators or Courts orTribunals impacting the going concern status and the company's operations in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
RISK MANAGEMENT POLICY
The Company has put in place Risk Management Policy compatible with the type and sizeof operations and risk perception. The said policy is drawn up based on the guidelines ofSEBI and stock exchanges issued in this regard.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall into the criteria stipulated for the applicability of Section135 of the Companies Act 2013 and hence the provisions of the section is not applicable.
RELATED PARTY TRANSACTIONS
During the year under review there was no transaction with related party that needs tobe reported.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
As there are no women employee the need for setting up of Internal Complaints Committeedoes not arise.
MANAGEMENT DISCUSSION AND ANALYSIS
A separate section on Management Discussion and Analysis Report forming part of theAnnual report is attached.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI(LODR) Regulations 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Stakeholders Relationship Committee. The performance evaluation ofthe independent directors was carried out by the entire Board. The Directors expressedtheir satisfaction with the evaluation process and the performance of the Board.
The shares of the company are listed with Bombay Stock Exchange.
The report on Corporate Governance as SEBI (LODR) Regulations 2015 along with theAuditors' Certificate for its due compliance forms part of the Annual Report. Your companyhas taken adequate steps for compliance with the Corporate Governance guidelines asamended from time to time.
PARTICULARS OF EMPLOYEES
None of the employees of the Company received remuneration in excess of the limitsprescribed Under Rule 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel Rules of the Companies Act 2013.
Your directors would like to place on record their sincere gratitude to theshareholders bankers business associates clients for their continued patronage andco-operation. The directors are also happy to place on record their appreciation for thewhole hearted commitment and contribution made by all the employees and look forward totheir continued support.
| ||For and on behalf of the Board of Directors || |
|Place: Chennai ||(S.N. Madhavan) ||(A.Govindaraj) |
|Date: 14.08.2018 ||WholeTime Director ||Director |
| ||DIN: 02296815 ||DIN:03496870 |