Your Directors present their 31st Annual Report to their Shareholders together with theAudited Accounts for the Twelve months ended 31st March 2018.
The financial year ended 31st March 2018 resulted in a Net Loss of Rs. 16.98 lakhs asagainst the Net Loss of Rs. 15.56 lakhs during the previous year.
| ||2017-2018 ||2016-2017 |
|Profit/(Loss) before Depreciation Interest and Tax ||(16.96) ||(15.50) |
|Depreciation ||(0.02) ||(0.06) |
|Interest ||NIL ||NIL |
|Profit/ (Loss) before taxation ||(16.98) ||(15.56) |
|Provision for Taxation ||NIL ||NIL |
|Net Profit/ (Loss) after Tax ||(16.98) ||(15.56) |
|Balance brought forward ||(414.67) ||(399.11) |
|Balance carried to Balance Sheet ||(431.65) ||(414.67) |
There is no operational profit and hence Directors expressed their inability torecommend any dividend.
The Company has not made any Capital Expenditure during the year under review.
The management is contemplating to bring in financial partners to pursue new businessventure.
With regret we record the passing away of our Director Mr. T.M. Srinivasan on 1st June2018. He was also our Chairman of Board of Directors for some period. His contributionduring Company's difficult period is laudable. The Board would like to record theirsincere appreciation for all his good deeds.
Mr. U Prabhakar Rao (DIN: 01523985) retires by rotation at the ensuing Annual GeneralMeeting and is eligible for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 theDirectors confirm that:
i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii) the Directors had selected such accounting policies and applied them consistentlyand made judgements 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 or loss of the Company for that period;
iii) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv) the Directors had prepared the annual accounts on a going concern basis.
v) the directors have laid down proper internal financial controls to be followed bythe company and that such internal financial controls are adequate and are operatingeffectively;
vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and are operating effectively
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the rules made there under.
None of the personnel in the Company was in receipt of remuneration in excess of thelimits prescribed under the Companies Act 2013 and the rules framed thereunder as amendedduring the year under review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has no activity relating to conservation of energy or technologyabsorption. There is no foreign exchange earnings and outgo during the year.
Pursuant to SEBI Listing Obligations and Disclosure Requirements 2015 (LODRRegulations 2015) of the Listing Agreement with Stock Exchanges a report on CorporateGovernance along with Certificate of the compliance from the Auditors is included as partof the Annual Report.
The details of various Committees and details of their Meetings held under the periodunder review are given in the report on Corporate Governance which forms part of thisReport.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return of the Company is annexed herewith as separate Annexure andforms part of this Report.
The Auditors' Report does not contain any qualification reservation or adverse remark.The Observations made by the auditors are self explanatory and are dealt with in the notesto the accounts.
M/s T A P Varadakutti & Co. Chartered Accountants the Statutory Auditors of theCompany are holding office until the conclusion of the ensuing Annual General Meeting andare eligible for reappointment.
The Company has received a letter from them to the effect that their appointment ifmade would be within the prescribed limits under Section 139 of the Companies Act 2013and that they are not disqualified for such appointment within the meaning of Section 141of the Companies Act 2013.
The Board has appointed Mr. Afzal Hussain Practicing Company Secretary to conductSecretarial Audit for the Financial Year 20172018. The Secretarial Audit Report for thefinancial year ended 31st March 2018 is annexed herewith as Annexure to this Report. TheBoard sincerely endeavours to comply with the provisions of Companies Act 2013 and SEBIDirectives referred to in the Secretarial Audit Report.
1 The Particulars of loans guarantees or investments under Section 186 are given inthe Financial Statements
2 In view of no major activities undertaken by the Company during the year underreview there are no elements of risks which in the opinion of the Board may threaten theexistence of the Company.
3 The Company is not making any payment of managerial Remuneration as envisaged undersection 197(12) read with Rule 5 of The Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 except the payment of Fees for attending Meetings ofBoard/Committee to Independent Director and as such there is nothing to disclose. In viewthereof there is also nothing to disclose on Ratio of remuneration of each director tothe median employee's remuneration and other prescribed details as required under Section197(12) of the Companies Act read with Rule 5 of Companies (Appointment & Remunerationof Managerial Personnel) Rules -2014;
4 The Company has no female employee and as such there is nothing to disclose underSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013
5 The Company has framed Vigil Mechanism which incorporates the Whistle Blower Policyin terms of the Listing Agreement. Since the Company has not accepted any Public Deposits/ Borrowings there is nothing to disclose.
6 The Company has not issued any Equity Shares with Differential Rights Sweat EquityESOS etc. during the Year under review.
7. No significant or material orders were passed by the Regulators or courts orTribunals which impact the going concern status and Company's operations in future.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the management is contemplating to bring infinancial partners to pursue new business venture.
As per the audited accounts the Company's accumulated losses as at 31st March 2018have exceeded 50% of its net worth.
Adequate internal control system is instituted in the Company. The Accounting recordsprovide a true and fair view of the financial condition of the Company.
Your Directors thank the Bankers for their continued support to the Company.
The Directors also wish to place on record their appreciation for the hard work put inby the employees at all levels.
By Order of the Board
|CHENNAI ||K .C. RAGHUNATHAN |
|04.08. 2018 ||Chairman & Managing Director |