To the Members
Palred Technologies Limited
Hyderabad Telangana India
The Board of Directors hereby submits the report of the business and operations of yourCompany (the Company' or Paired') along with the audited "Financialstatement for the "Fiscal Year ended March 31 2019. The Consolidated performance ofthe Company and its subsidiaries has been referred to where required.
1. Financial summary/highlights:
The performance during the period ended 31st March 2019 has been as under:
| || || || |
(Amount in Lakhs)
| || |
|Particulars ||2018-19 ||2017-2018 ||2018-19 ||2017-2018 |
|Turnover/Income (Gross) ||- ||- ||3393.53 ||5122.13 |
|Other Income ||153.76 ||231.53 ||181.29 ||258.82 |
|Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense ||19.94 ||94.46 ||(829.55) ||(549.65) |
|Less: Depreciation/ Amortisation/ Impairment ||10.92 ||22.63 ||70.16 ||88.70 |
|Profit /loss before Finance Costs Exceptional items and Tax Expense ||9.02 ||71.83 ||(899.71) ||(638.36) |
|Less: Finance Costs ||- ||- ||8.89 ||3.93 |
|Profit /loss before Exceptional items and Tax Expense ||9.02 ||71.83 ||(908.61) ||(642.29) |
|Add/(less): Exceptional items ||(4777.23) ||- ||(216.20) ||- |
|Profit /loss before Tax Expense ||(4768.21) ||71.83 ||(1124.81) ||(642.29) |
|Less: Tax Expense (Current & Deferred) ||- ||- ||- ||- |
|Profit /loss for the year (1) ||(4768.21) ||71.83 ||(1124.81) ||(642.29) |
|Total Comprehensive Income/loss (2) ||(0.5294) ||(0.3855) ||20.71 ||(1.83) |
|Total (1+2) ||(4768.73) ||71.45 ||(1104.10) ||(644.12) |
|Balance of profit /loss for earlier years ||(1356.29) ||(1428.12) ||(4892.77) ||(4131.19) |
|Less: Transfer to Debenture Redemption Reserve ||- ||- ||- ||- |
|Less: Transfer to Reserves ||- ||- ||- ||- |
|Less: Dividend paid on Equity Shares ||- ||- ||- ||- |
|Less: Dividend paid on Preference Shares ||- ||- ||- ||- |
|Less: Dividend Distribution Tax ||- ||- ||- ||- |
|Balance carried forward ||(6124.50) ||(1356.29) ||(6029.28) ||(4892.77) |
2. Overview & state of the company's affairs:
Revenues - standalone
During the year under review the Company has recorded an income of Rs. 153.76 Lakhsand loss of Rs. (4768.73) Lakhs as against the income of Rs. 231.53 Lakhs and profit ofRs. 71.83 Lakhs in the previous financial year ending 31.03.2018.
Revenues - Consolidated
During the year under review the Company has recorded an income of Rs.3574.53Lakhs andloss of Rs. 1104.10Lakhs as against the income of Rs. 5380.95 Lakhs and loss of Rs.644.12 Lakhs in the previous financial year ending 31.03.2018.
The Company is looking forward for good profit margins in near future.
Keeping the Company's growth plans in mind your Directors have decided not torecommend dividend for the year.
4. Transfer to reserves:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act 2013 the companyhas not proposed to transfer any amount to general reserves account of the company duringthe year under review.
5. Material changes & commitment affecting the financial position of the company:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred during the end of the Financial Year of the Company towhich the financial statements relate and the date of the report.
6. Significant & material orders passed by the regulators or courts or tribunals:
No significant or material orders have been passed against the Company by theRegulators Courts or Tribunals which impacts the going concern status and company'soperations in future.
7. Transfer of un-claimed dividend to Investor Education and Protection:
There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor andEducation and Protection Fund for the financial year ended 31st March 2019.
8. Details of utilization of funds:
During the year under review the Bank has not raised any funds through PreferentialAllotment or Qualified Institutions Placement as specified under Regulation 32(7A) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
9. Details of Nodal Officer
The Company has designated Mr. Harish Naidu as a Nodal Officer for the purpose of IEPF.
10. Revision of financial statements:
There was no revision of the financial statements for the year under review.
11. Change in the nature of business if any:
During the period under review and the date of Board's Report there was no change inthe nature of Business.
12. Deposits from public:
The Company has not accepted any public deposits during the Financial Year ended March31 2019 and as such no amount of principal or interest on public deposits wasoutstanding as on the date of the balance sheet.
Details of deposits not in compliance with the requirements of the Act:
Since the Company has not accepted any deposits during the Financial Year ended March312019 there has been no non-compliance with the requirements of the Act.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January2019 amending the Companies (Acceptance of Deposits) Rules 2014 the Company is requiredto file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 foroutstanding receipt of money/loan by the Company which is not considered as deposits.
The Company would be complying with this requirement within the prescribed timelines.
13. Depository System:
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 mandate thatthe transfer except transmission and transposition of securities shall be carried out indematerialized form only with effect from 1st April 2019. In view of the numerousadvantages offered by the Depository system as well as to avoid frauds members holdingshares in physical mode are advised to avail of the facility of dematerialization fromeither of the depositories. The Company has directly as well as through its RTA sentintimation to shareholders who are holding shares in physical form advising them to getthe shares dematerialized.
14. Consolidated IND AS financial statements:
In compliance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as the Listing Regulations') and Section129 of the Companies Act 2013 the Consolidated Financial Statements which have beenprepared by the Company in accordance with the applicable provisions of the Companies Act2013 and the applicable Indian Accounting Standards (Ind AS) forms part of this AnnualReport.
15. Subsidiary companies:
Your Company has three subsidiaries namely Palred Technologies Services PrivateLimited Palred Electrical Private Limited and Palred Retail Private Limited as on March31 2019.
In accordance with Section 129(3) of the Act Consolidated Financial Statements havebeen prepared which form part of this Annual Report. As required under Section 129(3) ofthe Act read with Rule 5 of the Companies (Accounts) Rules 2014 a statement containingthe salient features of the financial statements of the subsidiaries in the prescribedform AOC-1 is enclosed as Annexure - B to this Report.
In accordance with Section 136 of the Act the separate audited accounts of thesubsidiary companies will be available on the website of the Company www.palred. com andthe Members desirous of obtaining the accounts of the Company's subsidiaries may obtainthe same upon request. These documents will be available for inspection by the memberstill the date of AGM during business hours at registered office of the company.
The Policy for determining Material Subsidiaries adopted by your Board in conformitywith the SEBI Listing Regulations can be accessed on the Company's website atwww.palred.com.
16. Performance highlights of key operating subsidiaries:
Paired Technology Services Private Limited:
Paired Technology Services Private Limited offers end-to-end services for ecommercecompanies. Palred Technology Services Private Limited front-end services include ecommerceplatforms and digital marketing services. Palred Technology Services Private Limited alsoprovides backend support including database management fulfilment centres withassociated services from 3PL partners. It has fulfilment centres in Kurnool &Hyderabad. The Company also offers a bouquet of Products through its brand"Xmate" that is exclusively available on Amazon.in. Xmate Sells products likeBluetooth headsets Bluetooth speakers wired headsets chargers and cables ComputerAccessories Cameras & Camera Accessories etc.
Palred Retail Private Limited:
Palred Retail Private Limitedowns ecommerce website www.LatestOne.com and PTron.in.LatestOne.com is India's only e-tailer specializing in tech and mobile accessories such asBluetooth speakers and headsets cables power banks headsets smart watches fashionaccessories etc. It stocks over 10000 different products in its inventory. The companyalso sells through other major online retailers like Flipkart Amazon Snapdeal and PayTMmall. LatestOne.com faced many challenges during the year because of high advertisementcosts and competition from heavily funded market place business
Palred Electronics Private limited:
The Company's main focus this year has been building PTron brand. PTron brand offers abouquet of mobile accessories products to meet the needs of its consumers. PTron sellsproducts like bluetooth headsets portable bluetooth speakers wired headsets chargersand cables smart watches networking products and many more. The strength of PTron isthat it has a wide range of products whose quality is backed by warranty but offers themat competitive prices in the branded accessories category for the mid-market. The Companysells PTron brand through large ecommerce marketplaces like Amazon & Flipkart throughLatestOne.com & PTron.in and also through Distributors across the Country. The Companyhas transferred its ecommerce business to Palred Retail Private Limited.
17. Companies which have become or ceased to be subsidiaries:
During the F.Y. 2018-19 Palred Retail Private Limited has become Subsidiary of theCompany with effect from 17th May 2018 further analysis on the consolidated performanceattention is invited to the section on Management Discussion and Analysis notes to theconsolidated financial statements.
18. Investment in subsidiaries:
During financial year 2018-19 the Company had infused a capital of Rs.2.6215 Crores inits Subsidiary Palred Retail Private Limited Rs.2 Crores in Palred Technology ServicesPrivate Limited and Rs.6 Crores in Palred Electronics Private limited by subscribing toits equity shares.
19. Brand protections:
Your Company has taken appropriate actions against counterfeits fakes and other formsof unfair competitions/ trade practices.
PALRED PTRON DaZon Xmate and LATESTONE are key intangible assets of the Company andits subsidiaries.
20. Selection and procedure for nomination and appointment of directors:
The Company has a Nomination and Remuneration Committee ("NRC") which isresponsible for developing competency requirements for the Board based on the industryand strategy of the Company. The Board composition analysis reflects an in-depthunderstanding of the Company including its strategies environment operations andfinancial condition and compliance requirements.
The NRC makes recommendations to the Board in regard to appointment of new Directorsand Key Managerial Personnel ("KMP") and senior management. The role of the NRCencompasses conducting a gap analysis to refresh the Board on a periodic basis includingeach time a Director's appointment or re-appointment is required. The NRC is alsoresponsible for reviewing the profiles of potential candidates vis-a-vis the requiredcompetencies undertake a reference and due diligence and meeting of potential candidatesprior to making recommendations of their nomination to the Board.
The appointee is also briefed about the specific requirements for the positionincluding expert knowledge expected at the time of appointment.
21. Criteria for determining qualifications positive attributes and independence of adirector:
In terms of the provisions of Section 178(3) of the Act and Regulation 19 of theListing Regulations the NRC has formulated the criteria for determining qualificationspositive attributes and independence of Directors the key features of which are asfollows:
Qualifications - The Board nomination process encourages diversity of thoughtexperience knowledge age and gender. It also ensures that the Board has an appropriateblend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors as prescribed in the Act theDirectors are expected to demonstrate high standards of ethical behaviour communicationskills and independent judgment. The Directors are also expected to abide by therespective Code of Conduct as applicable to them.
Independence - A Director will be considered independent if he / she meets the criterialaid down in Section 149(6) of the Act the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.
22. Training of Independent Directors:
Your Company's Independent Directors are highly qualified and have been associated withcorporate and business organizations. They understand Company's business and activitiesvery well however pursuant to Regulation 4 of the Listing Regulations the Board hasshown all the Independent Directors Company's business and manufacturing activities andwere also introduced to Company's staff.
23. Independent director's familiarization programmes:
The familiarization program aims to provide the Independent Directors with the scenariowithin the software technology/services the socio-economic environment in which theCompany operates the business model the operational and financial performance of theCompany significant development so as to enable them to take well-informed decisions intimely manner. The familiarization programme also seeks to update the Directors on theroles responsibilities rights and duties under the Act and other statutes. The policy onCompany's familiarization programme for Independent Directors is hosted on your Company'swebsite and its web link is http://www.palred.com
24. Board Evaluation
The Board of Directors of the Company carried out annual evaluation of its ownperformance Committees of the Board and individual Directors pursuant to variousprovisions under the Act Regulation 17 19 and Schedule II of the Listing Regulations the SEBI circular dated January 5 2017 circular dated January 10 2019 which providesfurther clarity on the process of Board Evaluation ("SEBI Guidance Note") andSEBI circular dated February 5 2019.
The Company has implemented a system of evaluating performance of the Board ofDirectors and of its Committees and individual Directors on the basis of a structuredquestionnaire which comprises evaluation criteria taking into consideration variousperformance related aspects.
The procedure followed for the performance evaluation of the Board Committees andindividual Directors is enumerated in the Corporate Governance Report.
25. Number of Board the Meetings:
During the year six (6) meetings of the Board of Directors of the Company wereconvened and held in accordance with the provisions of the Act. The date(s) of the BoardMeeting attendance by the directors are given in the Corporate Governance Report formingan integral part of this report.
26. Committees of the Board
There are various Board constituted Committees as stipulated under the Act and ListingRegulations namely Audit Committee Nomination and Remuneration Committee StakeholdersRelationship and Risk Management Committee. Brief details pertaining to composition termsof reference meetings held and attendance thereat of these Committees during the year hasbeen enumerated in Corporate Governance report.
27. Audit Committee Recommendations:
During the year all recommendations of Audit Committee were approved by the Board ofDirectors.
28. Directors and key managerial personnel:
As on date of this report the Company has four Directors out of those three areIndependent Directors including one Woman Independent Director.
a) Re-Appointment of Independent Directors of the Company:
(i) Re-appointment of Mr. Atul Sharma (holding Director Identification Number 07185499)as independent director for the second consecutive term commencing from May 14 2020 toMay 13 2025;
(ii) Re-appointment of Mr. VijayaSaradhi (holding Director Identification Number03089889) as independent director for the second consecutive term commencing from May 142020 to May 13 2025;
(iii) Re-appointment of Mrs. Richa Patnaik (holding Director Identification Number07274527) as independent director for the second consecutive term commencing fromSeptember 1 2020 to August 31 2025;
(iv) Disclosure pursuant to Regulation 36(3) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") with respect to Directors seeking re-appointment/ appointment at theMeeting is given below.
|Name of the Director ||Mr. S.VijayaSaradhi ||Mrs. Richa Patnaik ||Mr. Atul Sharma |
|Date of Birth ||6/10/1959 ||11/11/1980 ||27/08/1965 |
|Qualification ||M.com ||PGDBM (HR) ||CA |
|Brief Resume ||Mr. S.VijayaSaradhi is a Master of commerce (M.Com.) by qualification. He is an Investment professional and having an experience of almost 20 years in various fields related to commerce and investments ||Ms Richa Patnaik has secured qualification as PGDBM in Human Resource during the year 2003. She having a vide working experience of almost 15 years in the field of Human Resources and Recruitment with many of well known Companies. ||Mr Atul Sharma is a Finance Professional and Experienced Finance Manager with a demonstrated history of working in the logistics trading and retail industry. Mr. Atul Sharma is skilled in Business Planning Risk Management Managerial Finance Accounting taxation and Forecasting. Strong program and project management professional with a Bachelor of Laws (LLB) focused in Law from CCS UNIVERSITY. |
|Expertise in specific functional areas ||Investments ||Human Resource & Recruitment ||Business Planning Risk Management Managerial Finance Accounting taxation and Forecasting. |
|Names of Listed entities in which the person also holds the directorship and the membership of Committees of the board ||Nil ||Nil ||Nil |
|Shareholding of non-executive directors. ||- ||- ||- |
|No. of Shares held in the Company ||400 ||- ||- |
|Inter se relationship with any Director ||- ||- ||- |
b) Key Managerial Personnel:
Key Managerial Personnel for the financial year 2018-19
Mr. P.Srikanth Reddy Chairman & Managing Director of the company.
Mr. P. Harish Naidu Chief financial officer of the company.
Mr. Neveen Kumar Company Secretary of the Company.
During the year under review Mr. P. Harish Naidu was appointed as the chief financialofficer of the Company with effect from March 25 2019 andMr. Neveen Kumar resigned fromthe post of company secretary of the company w.e.f. April 14 2019 Mrs. Shruti MangeshRegeis appointed as the Company Secretary of the Company with effect from August 5 2019.
29. Statutory audit and auditors report:
The existing auditors M/s. Walker Chandiok& Co LLP will retire at the ensuingAnnual General Meeting on expiry of 5 years term. Accordingly the appointment of M/s.MSKA & Associates. as statutory auditors of the Company in place of retiringauditors is placed for approval by the shareholders. The Auditors' Report for fiscal 2019does not contain any qualification reservation or adverse remark. The Auditors' Report isenclosed with the financial statements in this Annual Report. The Company has receivedaudit report with unmodified opinion for both Standalone and Consolidated auditedfinancial results of the Company for the Financial Year ended March 31 2019 from thestatutory auditors of the Company.
The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and hold valid certificateissued by the Peer Review Board of the ICAI.
30. Internal auditors:
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board andits Powers) Rules 2014; during the year under review the Internal Audit of the functionsand activities of the Company was undertaken by the Internal Auditor of the Company onquarterly basis by M/s Lakshmi Niwas & Co. the Internal Auditor of the Company.
Deviations are reviewed periodically and due compliance ensured. Summary of SignificantAudit Observations along with recommendations and its implementations are reviewed by theAudit Committee and concerns if any are reported to Board. There were no adverse remarksor qualification on accounts of the Company from the Internal Auditor.
The Board has re-appointed M/s. Lakshmi Niwas & Co. Chartered AccountantsHyderabad as Internal Auditors for the Financial Year 2019-20.
31. Secretarial Auditor & Audit Report:
In terms of section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 based upon the recommendations ofthe Audit Committee the Board of Directors had appointed M/s. S.S. Reddy &Associates Practicing Company Secretaries (CP No. 7478) as the Secretarial Auditor of theCompany for conducting the Secretarial Audit for financial year ended March 31 2019
The Secretarial Audit was carried out by M/s. S.S. Reddy & Associates CompanySecretaries (CP No. 7478) for the financial year ended March 31 2019. The Report given bythe Secretarial Auditor is annexed herewith as Annexure-I and forms integral part of thisReport.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
32. Annual Secretarial Compliance Report:
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08 2019 read withRegulation 24(A) of the Listing Regulations directed listed entities to conduct AnnualSecretarial compliance audit from a Practicing Company Secretary of all applicable SEBIRegulations and circulars/guidelines issued thereunder. Further Secretarial ComplianceReport dated May 14 2019 was given by M/s. S.S. Reddy & Associates PracticingCompany Secretary which was submitted to Stock Exchanges within 60 days of the end of thefinancial year.
The Secretarial Compliance Report does not contain any qualification reservation oradverse remark.
33. Secretarial Audit of Material Unlisted Indian Subsidiaries:
M/s. Palred Electrical Private Limited (PEP) and Palred Technology services PrivateLimited (PTS) a material subsidiary of the Company undertake Secretarial Audit every yearunder Section 204 of the Companies Act2013. The Secretarial Audit of PEP & PTS for theFinancial Year 2018-19 was carried out pursuant to Section 204 of the Companies Act 2013and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Secretarial Audit Report of PEP & PTS submitted by M/s. S.S.Reddy & Associates Practicing Company Secretary. The Company has not appointedCompany Secretary during the financial year 2018-19 in both companies.
The Reports given by the Secretarial Auditor is annexed herewith and forms integralpart of this Report.
34. Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.
35. No Frauds reported by statutory auditors
During the Financial Year 2018-19 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3) (ca) of the Companies Act 2013.
36. Declaration by the Company
The Company has issued a certificate to its Directors confirming that it has not madeany default under Section 164(2) of the Act as on March 31 2019.
37. Conservation of energy technology absorption and foreign exchange outgo:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is providedhereunder and Rule 8 of Companies (Accounts) Rules 2014:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: Nil
2. Foreign Exchange Outgo: Nil
38. Management discussion and analysis report:
Management discussion and analysis report for the year under review as stipulated underRegulation 34 (e) read with schedule V Part B of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the stock exchange in India is annexed herewith asAnnexure- J to this report.
39. Risk management policy:
The Board of Directors had constituted Risk Management Committee to identify elementsof risk in different areas of operations and to develop policy for actions associated tomitigate the risks. The Committee is responsible for reviewing the risk management planand ensuring its effectiveness. The major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continual basis.
40. Corporate governance:
Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the Listing Regulations. A separate section onCorporate Governance forming a part of this Report and the requisite certificate from theCompany's Auditors confirming compliance with the conditions of Corporate Governance isattached to the report on Corporate Governance as Annexure F.
41. Extract of Annual Return:
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT- 9is provided in Annexure -E to this Report and is also available on the Company's websiteURL: https://www. palred.com
42. Authorised and paid up capital of the company:
The authorized capital of the company stands at Rs. 350000000/- divided into28038800 equity shares of Rs.10/- each and 69612014redeemable optionally convertiblecumulative preference shares of Rs. 100/- each. The company's paid up capital is Rs.97325660/- divided into 9732566 equity shares of Rs. 10/- each.
43. Declaration of independence:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16(1)(b)read with Regulation 25 of the Listing Regulations attached as Annexure H.
The Independent Directors have also confirmed that they have complied with Schedule IVof the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgement and without any external influence.
During the year Independent Directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board of Directorsand Committee(s).
44. Director's Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors confirm that: -
a) in the preparation of the annual accounts for the financial year ended 31 March2019 the applicable accounting standards and schedule III of the Companies Act 2013 havebeen followed and there are no material departures from the same;
b) the Directors have 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 your Company as on 31 March 2019 and of the profitand loss of the Company for the financial year ended 31 March 2019;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws werefollowed and that such systems were adequate and operating effectively.
45. Vigil Mechanism/Whistle Blower Policy:
The Board of Directors has formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of theListing Regulations. The Company has a vigil mechanism to deal with fraud andmismanagement if any. The policy is on the website of the Company.
The policy provides for adequate safeguards against the victimisation of eth employeeswho use the vigil mechanism. The vigil mechanism is overseen by the audit Committee.
46. Employee stock option scheme:
The Company has an Employee Stock Option (ESOP) scheme namely "Employee StockOption Scheme 2013-A" (ESOP Scheme) which helps the Company to retain and attractright talent. The Nomination and Remuneration Committee (NRC) administers the Company'sESOP scheme. There were no changes in the ESOP scheme during the financial year underreview. The ESOP scheme is in compliance with the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 [SEBI (SBEB) Regulations 2014].
Disclosure in compliance with the SEBI (Share Based Employee Benefits) regulations2014are available on the company website of the company at www.palred. com
During the financial year 2018-19 no employee was granted stock option equal to orexceeding 1% of the issued share capital of the Company at the time of grant of options.
47. Corporate social responsibility policy:
Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
48. Secretarial Standards:
The company is in compliance with Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.
The properties and assets of your Company are adequately insured.
50. Particulars of loans guarantees:
The Company has not availed any facilities of Credit and Guarantee.
51. Internal Financial Control Systems:
Your Company has well laid out policies on financial reporting asset managementadherence to Management policies and also on promoting compliance of ethical andwell-defined standards. The Company follows an exhaustive budgetary control and standardcosting system. Moreover the management team regularly meets to monitor goals and resultsand scrutinizes reasons for deviations in order to take necessary corrective steps. TheAudit Committee which meets at regular intervals also reviews the internal control systemswith the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key areas. All auditobservations and follow up actions are discussed with the Management as also the StatutoryAuditors and the Audit Committee reviews them regularly.
52. Related Party Transactions:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. During the financial year2018-19 there were no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.
In line with the provisions of Section 177 of the Act read with the Companies (Meetingsof the Board and its Powers) Rules 2014 omnibus approval for the estimated value oftransactions with the related parties for the financial year is obtained from the AuditCommittee. The transactions with the related parties are routine and repetitive in nature.
The summary statement of transactions entered into with the related parties pursuant tothe omnibus approval so granted are reviewed and approved by the Audit Committee and theBoard of Directors on a quarterly basis. The summary statements are supported by anindependent audit report certifying that the transactions are at an arm's length basis andin the ordinary course of business
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is is annexed herewith as Annexure- C to thisreport.
53. Policy on director's appointment and remuneration:
In adherence to the provisions of Section 134(3) (e) and178(1) & (3) of theCompanies Act 2013 the Board ofDirectors upon recommendation of the Nomination andRemuneration Committee approved a policy onDirector's appointment and remunerationincluding criteria for determining qualifications positive attributesindependence of aDirector and other matters. The said Policy extract is covered in Corporate GovernanceReport which forms part of this Report and is also uploaded onthe Company's website atwww. palred.com.
54. Particulars of Employees and related Disclosure:
Disclosure pertaining to remuneration and other details as required under section 197of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in Annexure-D to this Report.
The Statement containing the particulars of employees as required under section 197(12)of the Companies Act 2013 read with rule 5(2) and other applicable rules (if any) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin a separate annexure forming part of this report. Further the report and the accountsare being sent to the members excluding the aforesaid annexure. In terms of section 136 ofthe Companies Act 2013 the said annexure is open for inspection at the registered officeof the Company during the working hours. Any member interested in obtaining a copy of thesame may write to the Company.
55. Non-executive directors' compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
56. Industry based disclosures as mandated by the respective laws governing thecompany:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
57. CEO/CFO Certification:
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the CEO/CFO certification is attached with theannual report as Annexure K.
58. Prevention of sexual harassment at workplace:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace.
This is in line with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (POSH Act') and the Rules madethereunder. With the objective of providing a safe working environment all employees(permanent contractual temporary trainees) are covered under this Policy. The policy isavailable on the website at www. palred.com.
As per the requirement of the POSH Act and Rules made thereunder the Company hasconstituted an Internal Committee at all its locations known as the Prevention of SexualHarassment (POSH) Committees to inquire and redress complaints received regarding sexualharassment. During the year under review there were no Complaints pertaining to sexualharassment.
59. Green Initiatives:
In commitment to keep in line with the Green Initiative and going beyond it to createnew green initiatives electronic copy of the Notice of 20th Annual GeneralMeeting of the Company are sent to all Members whose email addresses are registered withthe Company/ Depository Participant(s). For members who have not registered their e-mailaddresses physical copies are sent through the permitted mode.
60. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a. Issue of equity shares with differential rights as to dividend voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
c. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
61. Appreciation & acknowledgement:
Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also thanks theemployees at all levels who through their dedication co-operation support and smartwork have enabled the company to achieve a moderate growth and is determined to poise arapid and remarkable growth in the year to come.
Your Directors also wish to place on record their appreciation of businessconstituents banks and other "financial institutions and shareholders of the Companylike SEBI BSE NSE NSDL CDSL ICICI Bank Kotak Mahindra Bank and State Bank of Indiaetc. for their continued support for the growth of the Company.
| ||For and on behalf of the Board of |
| ||Palred Technologies Limited |
| ||Sd/- |
|Place: Hyderabad ||Palem Srikanth Reddy |
|Date: 26.08.2019 ||Chairman & Managing Director |
| ||(DIN: 00025889) |