Your Directors have pleasure in presenting the Twentyseventh Annual Report togetherwith the Audited Financial Statements for the year ended 31st March 2021.
($ In lakhs)
|Particulars ||For the year ended 31.03.2021 ||For the year ended 31.03.2020 |
|Income || || |
|Other Income || || |
|Expenditure ||0.37 ||(18.50) |
|Interest || || |
|Depreciation & Exceptional Items || || |
|Profit / (Loss) before Tax ||(0.37) ||18.50 |
|Tax Expenses (for earlier years) || || |
|Profit / Loss after Tax ||(0.37) ||18.50 |
|Balance brought forward from previous year ||(17555.01) ||(17573.51) |
|Balance carried over ||(17555.38) ||(17555.01) |
REVIEW OF OPERATIONS AND OUTLOOK
The Company does not have any business. Attempts are still made to revive the Company.All cost cutting measures are being implemented more effectively.
The Company has not accepted any fixed deposits from public during the year.
TRANSFER TO RESERVES
In view of the losses transfer to General Reserves is not applicable.
In view of the loss incurred the Board does not recommend any dividend for thefinancial year ended 31st March 2021.
Mr Meleveettil Padmanabhan (DIN: 00101997) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible he offers himself for re-election.
Mr K S M Rao (DIN: 02096588) was appointed by the Board as an Additional Director witheffect from 10th February 2021 pursuant to the provisions of Section 161 readwith Section 149 of the Companies Act 2013. He holds office upto the date of the ensuingAnnual General Meeting. The Nomination and Remuneration Committee of the companyrecommended to the Board the appointment of Mr K S M Rao as Independent Director forperiod of five years. The company has received from the Director requisite consents anddeclarations to the effect that she meets the criteria for independence as provided inSection 149(6) of the Companies Act 2013. The Company has received a notice in writingunder Section 160 of the Companies Act 2013 from a member proposing his candidature forthe office of the Director. The Board is of the opinion that he fulfils the conditions forappointment as a Director as specified in the Act and the Listing Regulations and hiscontinued association would be of immense benefit to the Company. Therefore it is proposedto appoint him as an Independent Director not liable to retire by rotation for a period offive consecutive years from the close of business hours of the ensuing AGM.
Brief resume of the Directors nature of expertise and names of Companies in which theyhold directorship and membership/ chairmanship in Board / Committees as stipulated underRegulation 36(3) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are provided in the Annexure to the Noticeconvening the Annual General Meeting.
The Board met 4 times during the financial year the details of which are given in theCorporate Governance Report.
M/s. SVSR & Associates (erstwhile M/s. Srikaanth and Co) (Firm RegistrationNo.014139S) Chartered Accountants Chennai were appointed as the Statutory Auditors of theCompany at the AGM held on 26.9.2017 for a period of five years from the conclusion of the23rd AGM till the conclusion of the 28th AGM subject to ratificationby the members at every AGM. However the Companies (Amendment) Act 2017 has dispensedwith the requirements of annual ratification of the Statutory Auditors' appointment.Accordingly the appointment of Statutory Auditors will not be placed for the ratificationof the members at the ensuing AGM. The Auditors' Report on the financial statements of theCompany for the year under review does not contain any qualification reservation oradverse remark.
Nothing to report since there are no operations and employees except Wholetime Directorand Company Secretary.
Audit Committee consists of majority of Independent Directors as its members. Duringthe year Audit Committee met four times the details of which are given in the CorporateGovernance Report.
The details of Nomination and Remuneration Committee and Shareholders/InvestorsGrievance Committee (Stakeholders Relationship Committee) are given in the CorporateGovernance Report.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act 2013 the Company has receiveddeclarations from all Independent Directors confirming that they meet the criteria ofIndependence as laid down in Section 149(6) of the Companies Act 2013 read withRegulation 26 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
The Company has a Nomination and Remuneration policy in place. Any Remuneration payableto Directors / Key Managerial Personnel are based on the approval of Nomination andRemuneration Committee.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loan (secured or unsecured) and has not given anyguarantee or provided any security to any person.
The Company has a Risk Management Policy. However as per SEBI regulations RiskManagement Committee is not mandatory to the Company
RELATED PARTY TRANSACTIONS
During the year no contract/arrangement were entered into by the company with relatedparties.
FORMAL ANNUAL EVALUATION
In terms of the provisions of the Companies Act 2013 and the Listing regulations theBoard reviewed and evaluated its own performance and of various Committees. Theperformance evaluation of the Independent Directors were carried out by the entire Board.The performance evaluation of the Chairman and Non Independent Directors were carried outby the Independent Directors.
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
The Company has in place a Whistle Blower Policy for Directors / Employees.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal financial control procedure in place. The internalfinancial controls are verified and certified by an independent Audit Firm.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR Policy is not applicable to the Company.
Internal Audit for the financial year ended 31st March 2021 was conducted byan independent firm viz. M/s DURV and Associates LLP Chartered Accountants to evaluateeffectiveness and adequacy of internal controls.
Mr B. Prabhakar Practicing Company Secretary Chennai was appointed as the SecretarialAuditor to undertake the Secretarial Audit of the Company for the financial year 2020-21.The Secretarial Audit Report is annexed to and forms part of this report (ReferAnnexure 1).
Cost Audit is not applicable to the Company.
PREVENTION OF SEXUAL HARASSMENT
Not applicable as there are no employees.
There were no material changes and commitments during the financial year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Sub Section (3)(c) and Sub Section (5) of Section 134 of the Companies Act2013 the Directors to the best of their knowledge and belief confirm that:
a) in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures;
b) the Directors had 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 the Company at the end of the financial year and ofthe profit / loss of the company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis.
(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Reporting on various aspects of MDA will not be appropriate at present as the Companyhas still not come out of financial and operational crunch. All possible efforts torevive/restructure the business are being explored. However for the benefit of memberscurrent situation relating to IT industry in general as reported by Nasscom are briefed inthis section even though they may not be applicable to the company in the presentscenario.
The year has been marred with pandemic related sharp declines in growth acrossindustries with one major exception being IT-ITeS sector. However Covid-19 pandemic haslead to two shifts - an acceleration in the pace of digital transformation and a novelhybrid work model redefining the dimensions of already evolving work place and workculture. There's a shift to offshore and work from anywhere models.
IT Industry expected to grow 2.3% to $194 billion in FY 2020-21 according to theestimates by Nasscom. As per Nasscom strategic review for the year IT exports would touch$150 billion this year which is 1.9% growth over last year. Domestic growth for the saidperiod expected to be $45 billion which would be 3.4% growth over last year. The industrysaw a shift towards more outcome-based pricing.
Citing a dynamic technology landscape Nasscom stopped giving forecast and insteadreplaced with CEO survey. 95% of CEOs anticipate significantly better global economicgrowth in 2021 while 67% of CEOs believe that IT industry will grow significantly higherthan last year.
The second wave of the Covid-19 pandemic which developed into a more serious crisis inthe last quarter of the FY 2020-21 forced the country to impose lock downs on allactivities leaving impact on the economy at large. During this period the priority was onsafety and health of all its employees and other stakeholders but the impact of thepandemic on the Company was not significant as the Company has neither business norrevenue. The company has no employees except two mandatory KMPS viz. CFO and CompanySecretary who worked from home. The Company continued to carry on with the statutorycompliances work through practicing professionals. However repetitive lock downs in theState and the resultant restrictions on logistics caused some delay/difficulties incollecting collating and dissemination of information.
CORPORATE GOVERNANCE REPORTS
The report on Corporate Governance as required Regulation 34 (3) read with Schedule Vof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and a Compliance Certificate from the Statutory Auditorsare annexed to and forms part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
With regard to requirements relating to conservation of energy technology absorptionas required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the Company has nothing specific to report.
FOREIGN EXCHANGE EARNINGS & OUTGO
The details of foreign exchange earnings and outgo are as detailed below: $ in lakhs
|Particulars ||2020-21 ||2019-20 |
|Expenditure in Foreign Currency ||Nil ||Nil |
|Earnings in Foreign Currency ||Nil ||Nil |
PARTICULARS OF EMPLOYEES
There are no employees who are covered under Rule 5(2) of the Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014.
The details of remuneration during the year 2020-21 as required under Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 are attached and forms part of thisreport (Refer Annexure 2).
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
EXTRACTS OF ANNUAL RETURN
The extract of the Annual Return in the prescribed form MGT 9 is annexed to and formspart of this report (Refer Annexure 3).
The Board records its appreciation for the continued support and cooperation receivedfrom all its associates - the shareholders customers suppliers banks and GovernmentDepartments and the employees.
For and on behalf of the Board
Place : Chennai
Date : 29th June 2021