Your Directors take great pleasure in presenting the 31st Annual Report andAudited Accounts of your Company for the financial year ended 31st March 2018.
The financial performance of the Company for the Financial Year 2017-18 in comparisonto the previous financial year 2016-17 are summarised as below:
(Rs. in Lakhs)
| ||Year Ended 31/03/2018 ||Year Ended 31/03/2017 |
|Revenue from operation ||9161.26 ||7545.90 |
|Other income ||56.96 ||60.90 |
| ||9218.22 ||7606.80 |
|Profit/ (Loss) before Tax ||83.11 ||(180.22) |
|Less: 1) Current Tax || || |
|- For current year ||30.43 ||0.00 |
|- For earlier years ||0.00 ||1.55 |
|2) Deferred tax ||3.84 ||9.81 |
|Profit/(Loss) After Tax ||48.84 ||(191.58) |
|Other Comprehensive || || |
|Income ||17.19 ||19.10 |
|Total Comprehensive income ||66.03 ||(172.48) |
Your Company's financial statements for the year ended March 31 2018 are the financialstatements prepared in accordance with Ind AS notified under the Companies (IndianAccounting Standards) Rules 2015 and Companies (Indian Accounting Standards) AmendmentRules 2016 as applicable.
Your Directors have recommended a dividend of Re.1.00/- per equity share (i.e.@ 10%) on3002300 fully paid equity shares of Rs.10/- each for the financial year ended 31 stMarch 2018.
transfer to reserves
The Company has transferred Rs.Nil to Reserves for the financial year ended 31stMarch 2018. SHARE CAPITAL
The paid up equity capital as on 31st March 2018 was Rs.30023000. Duringthe year under review the Company has not issued any form/ types of securities.
During the year under review the aggregate turnover of your Company was Rs.9161.26Lakhs as compared to Rs.7545.90 Lakhs in the previous year. The Company has earned a NetProfit of Rs.48.84 Lakhs in 2017-18 as compared to previous year's Net Loss of Rs.191.58Lakhs. Your Company has achieved better results in comparison to performance of last yeardespite the sluggish global economy.
Your Company is concentrating in the marketing of VXL Thin Clients and other computerperipherals (Keyboard/Mouse Monitors etc.) and is targeting a greater market share inthese key areas. Your Company has also started marketing of various software products andoffering solutions for different industries.
All the branches are adequately equipped to provide complete support to the customers.Internal control systems have been well established and cost consciousness in branchoperations has also led to improved profitability.
Your Directors are hopeful of improving upon the last financial year's results for theCompany during the current year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors at their meeting held on 28th May 2018 re-appointedMr. Aditya Bhuwania as Executive Director (Whole Time Director) for a period of (03) threeyears with effect from 1st June 2018 subject to approval of members in theensuing annual general meeting. Keeping in view his experience and expertise and theincreased activities of the Company a resolution is proposed in the notice conveningAnnual General Meeting for the re-appointment of Mr. Aditya Bhuwania as ExecutiveDirector (Whole Time Director) on terms & conditions detailed in the resolution.
Mrs. Saroj Bhuwania Director retires by rotation and being eligible has offeredherself for reappointment.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
Pursuant to the provisions of Section 203 of the Companies Act 2013 the keymanagerial personnel of the Company are- Mr. Aditya Bhuwania Whole Time Director Mr.Rakesh Jain Chief Financial Officer and Mr. Saishwar Dalvi Company Secretary. There hasbeen no change in the key managerial personnel during the year.
1) Statutory Auditors:
At the AGM held in the year 2017 M/s. Kanu Doshi Associates LLP CharteredAccountants were appointed as Statutory Auditor of the Company for a period of 5 years.As per the provisions of Section 139 of the Companies Act 2013 the appointment ofAuditors is required to be ratified by Members at every Annual General Meeting. Inaccordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting. The Auditors' Report does not contain anyqualification reservation or adverse remark.
2) Secretarial Auditors:
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 theCompany had appointed M/s. Sonal Kothari & Associates Company Secretaries toundertake the secretarial audit of the company. The Secretarial Audit Report is annexedherewith as Annexure A.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
CHANGE IN NATURE OF BUSINESS
There being no change in the nature of business of the company during the year.
management discussion and analysis
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 is presented in separate section forming part of the Annual Report.
The Report on Corporate Governance along with the Certificate from the Auditors'regarding the compliance of Corporate Governance conditions form parts of this AnnualReport.
CORPORATE SOCIAL RESPONSIBILITY
In pursuant to the provisions of section 135 of the Companies Act 2013 CorporateSocial Responsibility is not applicable to your company.
Your Company has tied up with National Securities Depository Ltd. (NSDL) and CentralDepository Services (India) Ltd. (CDSL) to enable the shareholders to trade and holdshares in an electronic/dematerialized form. The shareholders are advised to take benefitsof dematerialization.
Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholderrelationship committee.
nomination & remuneration policy
The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
material changes & commitments
There are no material changes and commitments affecting the financial position of theCompany that have occurred between the end of the financial year of the Company and thedate of the report.
The Company does not have any subsidiary Company.
listing of shares
The Company's equity shares continue to be listed on BSE Limited (BSE). The Company hadapplied for de-listing of equity shares from The Calcutta Stock Exchange Ltd. (CSE) andthe said de-listing permission is in process and the Company is constantly following upwith the
Exchange for completion of the process. The listing fee for the financial year 2018-19was duly paid to BSE Limited.
During the year (6) Six Board Meetings and (1) one independent directors' meeting washeld. The Details of which are given in Corporate Governance Report.
The company is having an audit committee comprising of the following directors:
|Name ||Designation ||Category |
|Mr. R. K. Saraswat ||Chairman ||Independent / NonExecutive Director |
|Mr. M. K. Arora ||Member ||Independent / NonExecutive Director |
|Mr. A. K. Bhuwania ||Member ||Non Executive Chairman |
NOMINATION AND REMUNERATION COMMITTEE
The company is having a Nomination and Remuneration Committee comprising of thefollowing directors:
|Name ||Designation ||Category |
|Mr. M. K. Arora ||Chairman ||Independent / NonExecutive Director |
|Mr. R. K. Saraswat ||Member ||Independent / NonExecutive Director |
|Mr. A. K. Bhuwania ||Member ||Non Executive Chairman |
|Mr. Anuj Bhargava ||Member ||Independent / NonExecutive Director |
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-B.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
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.
compliance with secretarial
Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India as applicable to the Company have been duly complied with.INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.
UNPAID /UNCLAIMED DIVIDEND
Pursuant to Section 124 of the Companies Act 2013 unclaimed dividend for thefinancial year 2009-10 have been transferred by the Company to the Investor Education andProtection Fund established by Central Government. Details of unpaid and unclaimed amountslying with the Company have been uploaded on the Company's website.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF wOMEN AT wORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. RELATED PartyTRANSACTIONS
All material related party transactions that were entered into during the financialyear were on an arm's length basis and were in the ordinary course of business. There areno materially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website.
Your Directors draw attention of the members to Note No.38 to the financial statementwhich sets out related party disclosures.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to section 177(9) & (10) of the Companies Act 2013 rules made thereunderand Regulations 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 the Company has established a Vigil Mechanism for Directors and employees to reportgenuine concern. The Vigil Mechanism Policy has been uploaded on the website of theCompany.
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 already adopted.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.
DIRECTORS RESPONSIBILITY STATEMENT:
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 year ended 31st March 2018 theapplicable accounting standards have been followed along with proper explanation relatingto 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 financial year and of the profitof the company 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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY The REGuLATORS Or COuRTS
There are no significant and material orders passed by the Regulators or Courts thatwould impact the going concern status of the Company and its future operations.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OuTGO:
CONSERVATION OF ENERGY:
i) the steps taken or impact on conservation of energy
The Company continues to accord high priority to conservation of energy by opting formore power effective replacements of equipments and electrical installations.
ii) the steps taken by the company for utilising alternate sources of energy: None
iii) the capital investment on energy conservation equipments: None
i) the efforts made towards technology absorption
Every effort is made by the company to update the technological skills of its technicalstaff in order to ensure that they possess adequate skills to enable them to serve theCompany's clients.
ii) the benefits derived like product improvement cost reduction product developmentor import substitution
The Company has successfully achieved results in reducing the cost power consumptionand improving the technical efficiencies and productivity.
iii) Particulars of imported technology (imported during the last 3 years reckoned fromthe beginning of the financial year): None
iv) the expenditure incurred on Research and Development: None
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The relevant information in respect of the foreign exchange earnings and outgo has beengiven in the Notes forming part of the Accounts for the financial year ended 31stMarch 2018.
PARTICULARS OF EMPLOYEES:
Information required under Section 197(12) read with Rule 5 of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given below: -
(i) Ratio of remuneration of each Director to the median employee's remuneration forthe financial year:
|Name ||Designation ||Ratio |
|Aditya ||Whole Time ||6.30 |
|Bhuwania ||Director || |
For this purpose sitting fees paid to Non Executive Directors have not been consideredas remuneration.
(ii) Percentage increase in remuneration of each Director CFO and CS:
|Name ||Designation ||% increase |
|Aditya ||Whole Time ||0 |
|Bhuwania ||Director || |
|Rakesh Jain ||Chief Financial Officer ||0 |
|Saishwar Dalvi ||Company Secretary ||8 |
(iii) The percentage increase in the median remuneration of employees: 7%
(iv) The number of permanent employees: 52
(v) Average percentile increase made in the salaries of employees other than keymanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Averageincrease made in the salaries of employees other than key managerial personal during theyear is 9% versus no increase in managerial remuneration.
There are no other exceptional circumstances for increase in the remuneration of keymanagerial personal and increase in remuneration has been in accordance with the Company'spolicies.
(vi) The Company affirms that the remuneration is as per the remuneration policy of theCompany.
APPRECIATION & ACKNOWLEDGEMENTS
Your Directors take place on record their deep appreciation to employees at all levelsfor their hard work dedication and commitment. The Directors also take this opportunityto thank all Investors Customers Bankers Regulatory bodies Stakeholders includingfinancial Institutions and other business associates who have extended their valuablesustained support and encouragement during the year under review.
|For and on behalf of the Board ||For Priya Limited |
|Aditya Bhuwania ||R. K. Saraswat |
|Whole Time Director ||Director |
|DIN:00018911 ||DIN:00015095 |
|Place: Mumbai || |
|Date: 28th May 2018 || |