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Siris Ltd.

BSE: 524746 Sector: Health care
NSE: SIRIS ISIN Code: INE282B01014
BSE 05:30 | 01 Jan Siris Ltd
NSE 05:30 | 01 Jan Siris Ltd

Siris Ltd. (SIRIS) - Director Report

Company director report

Your directors have pleasure in presenting their 48th Annual Report on the business andoperations of the company together with the Audited Statement of Accounts for the yearended March 312015.

1. Financial Highlights

Duringthe year under review performance ofthe company is as under:

(Rs. In Rs.)
2014-15 2013-14
Revenue from Operations (net) and Other Income 10809981 450941
Expenses 6926738 7922673"
Profit before Tax3883243(7471732)
Provision for Tax 0 -0
-Current Tax 0 0
-DeferredTax 0 0
Profit afterTax 3883243 (7471732)
Balance brought forward from previous year (1145076371) (1137604639)
Balance carried forward to Balance Sheet (1141193128) (1145076371)

2. State of Company's Operations Affairs and Future Outlook

The Company could not earn any revenue from operations except earning of interest onfixed deposit kept in the bank and from other sources. Its efforts in restructuring andrestoring of manufacturing operations could not materialize so far due to variousfinancial and other constraints. The management are fully committed to revive theoperations and exploring all possibilities in this regard both in the domestic andoverseas markets and confident of revival of operation in the coming years.

Directors Responsibility Statement: n I terms of Section 134 (5) of the Act TheBoard of the Directors wishes to state that in the preparation ofAnnualAccounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures. The Directors had selected such accounting policies and appliedthem consistently and made judgements and estimates which are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end ofthefinancial year and of the profit and loss of the company for that period.

To the best of our knowledge and belief and according to the information andexplanations obtained by us in pursuance of the provisions of Section 134 (3) (C) of theCompanies Act

2013 your Directors hereby confirm that-

(a) in the preparation of the annual accounts for the year ended March 312015 theapplicable accounting standards had been followed along with proper explanation relatingtomaterial departures if any; .

(b) selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit andloss of the company for that period; taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of thisAct forsafeguarding the assets of the company andfor preventing anddetecting fraud and otherirregularities; (d) the annual financial statements have been prepared on a going concernbasis; (e) Devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.

3. Industrial Relations

During the year under review industrial relations at the Compan"'s unit continuedto remain cordial and peaceful.

4. Change in nature of business if any

There is no change in the nature of businps; of the company.

5. Dividend

The directors of the company have not recommended any dividend for the year ended

March 31 2015.

6. Rmounts Transferred to Reserues

The Board of Directors does not propose to carry any amounts to reserve of the Companyfor the financial yearended March 312015.

7. Changes in Share Capital if any

There being no changes in the share capital structure of the company during theFY2014-15.

I Disclosure regarding Issue of Equity Shares with Differential Rights

The Company has not issued any such shares during the period. ii) Disclosureregarding issue of Employee Stock Options

The Company has not issued any such shares during the period. iii) Disclosureregarding issue of Sweat Equity Shares

The Company has not issued any such shares during the period.

8. Extracts of Annual Return

An Extract of Annual Return in Form MGT 9 as a part of this Annual Report under theprovisions of Section 92 (3) of the Companies Act 2013 read with Rule 12 (1) of theCompanies (Management and Administration) Rules 2014 is enclosed in Annexure I.

9. Particulars of General Board and Committee Meetings

During the year under review Mr CAChary the Director of the Company was re-appointed asthe Director ofthe Company andthe same wasapproved bythe Members of the Company videitsAnnual General Meeting dated 29lh December 2014.

The Company held a minimum of one Board Meeting in every quarter. The intervening gapbetween the Board meetings was as prescribed under the provisions of the Companies Act

2013. The Board of Directors of the Company had met five times during the year underreview on June 10 2014 9thAugust2014 2f" November 2014 22nd January 2015 and31st March 2015.

Following are the details or me meetings heldduring the year:

Name of the Director No of Meetings Held No of Meetings attended
. 1 Sri G:flama Raju 5 4
2 Sri G.Subba Raju 5 5
3 Sri C fl Chary 5 5
q Sri NYUS Somayajulu 5 5

10. Independent Directors :

The independent Directors of the company were appointed in the meeting held on 31stMarch 2015 for a period of 3 Years subject to the approval of the members. Theappointments of the Independent Directors are being proposed in the ensuing annual generalmeeting for the approval of members. None of the Independent Directors are considered forreappointment in the annual general meeting.

11. Statement on Declaration given by Independent Directors :

The Independent Directors appointed in the Board meeting held on 31st March 2015 havegiven the declaration of Independence in terms of sub section (6) of section 149 of theCompany's Act 2013.

12. Policy on Directors Appointment and Remuneration:

The current policy is to have an mix of executive and independent directors to maintainthe independence of the Board and separate it's functions of Governance and

Management.As on 31 st March 2015 the Board consists of 3 members including Chairmanof the Board. The board periodically evaluates the need for any change in it's compositionand size. The policy of the Company on Directors Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of the Directorand other matters as provided in section 178 (3) of the Act has been adopted by the Board.In view of the financial sickness of the company no remuneration is paid/payable to anyof the Directors.

13. Audit Committee:

The Audit committee of the company consisted of 3 members of whom one is the Charimanof the company Mr. G. Subba Raju Mr. C.A. Chary and Mr. N. Y.V.S. Somayajulu. Thereafter as per section 177 (2) of the act which states that audit committee shall consistsof minimum of 3 Directors with Independent Directors kept in majority.

Attendance at the meeting held during the period:

Four Audit Committee meetings were held during the financial year 14-15 on thefollowing dat^-s : June 24 2014 September 7 2014 October 17 2014 March 31 2015. Mr.G. Subbaraju Mr. C.A. Chary and N.Y.V.S. Somayajulu who are members of the committee haveattended all the four committee meetings conducted by the company. The terms of thereference of the audit committee include the following : Oversight of the company'sfinancial reporting process and the disclosure of it's financial statement is correct andcredible. Recomending to the board the appointment reappointment and if required thereplacement or removal of the statutory auditor and fixation of the remuneration.

Reviewing with the management the annual financial statements before submission to theboard for approval with reference to any changes in accounting policies and practicesmajor accounting entries significant adjustments disclosure of any related partytransactions etc. carry out any other functions as is mentioned in terms of reference ofthe audit committee.

14. Investor's Grievance Committee

The Company has shareholders/investor grievances committee at the Board level whichconsist of three Directors namely Sri G. Subba Raju Sri C.A. chary and Sri NWSSomayajulu. Name and designation of the Compliance Officer : C.A. Chary Director AllComplaints received by the company have been satisfactorily attended. There are no pendingcomplaints and transfers as on the date of Director's Report.

15. Share Transfer Committee

Sri G. Subba Raju Sri C.A. chary and Sri NYVS Somayajulu are the committee members totake note of the share transfers completed by our Registrars M/s. Karvy Computer sharePrivate Limited Hyderabad.

16. Particulars of Loan Guarantees and Investments under Section 186

The Company does not have any loans guarantees and investments covered under sectionReviewing with the management the annual financial statements before submission to theboard for approval with reference to any changes in accounting policies and practicesmajor accounting entries significant adjustments disclosure of any related partytransactions etc. carry out any other functions as is mentioned in terms of reference ofthe audit committee.

14. Investor's Grievance Committee

The Company has shareholders/investor grievances committee at the Board level whichconsist of three Directors namely Sri G. Subba Raju Sri C.A. chary and Sri NYVSSomayajulu. Name and designation of the Compliance Officer : C.A. Chary Director AllComplaints received by the company have been satisfactorily attended. There are no pendingcomplaints and transfers as on the date of Director's Report.

15. Share Transfer Committee

Sri G. Subba Raju Sri C.A. chary and Sri NYVS Somayajulu are the committee members totake note of the share transfers completed by our Registrars M/s. Karvy Computer sharePrivate Limited Hyderabad.

16. Explanation toAuditor's Remarks

The Auditors' Report to the Members does not contain any qualifications reservationsor adverse remarks excepting with reference tothe following: As regards theAuditor'spoint wise qualifications/observations made in their report the Board of directors herebyclarify as under: Refer" basis for qualified opiion".

Refer Point no.i of the Audit Report under the head "Basis for Qualified Opinionregarding "whether the Company can be considered as a going concern on the date ofthe balance sheet the Board of Directors hereby state that as the Company has met hugeadministrative cost-of about Rs.76.54 lacs with a firm commitment to revive the operationsthe question of "considering the company as a going concern does not arise. ReferPoint no.ii of the audit report regarding obtention of concurrence from the respectivecreditors an credit backs carried out during the financial year 2006-07 for the amounts asspecified the board of directors hereby state that such effect in the books of accounthas been given as per the rehabilitation scheme sanctioned by the Hon'ble BIFR. The Boardof directors clarify that the Company has an excellent association with all the creditorsand no disputes/litigations shall arise for such treatment made by the Company. ReferPoint no.iii of the theAuditor's Report regarding confirmation/reconciliation of balancesand consequential adjustments if any there from the board of directors hereby state thatconfirmations have been obtained wherever possible and for other closing balances propercare has been taken while finalizing the closing statements and hence there may not be anyadverse impact on the accounts.

Refer Point no.iv of theAuditor's Report regarding non provision of bonus theDirectors would like to state that as the company is passing through difficult financialcrisis the provisioning of Bonus shall be considered upon restoring the stalledoperations.

Refer Point no.V of the Auditor's Report regarding non fulfillment of export obligationif any and its consequential liability thereon the Directors would like to statethat.there are no such export obligations pending for discharge.

Refer Point no.Vi of the Auditor's Report regarding non ascertaininment of actuarialvaluation towards Gratuity and Leave Encashment the Directors would like to state thatconsidering the present staff in the company it is felt that the existing provisiontowards both Gratuity and Leave Encashment is adequate enough and hence there will not beany adverse impact on the accounts. Refer Point no.Vii of the Auditor's Report regardingavailability of information about the parties registred under MSMEDAct 2006 the Directorsstate that there are no dues payable to such parties covered under MSMEDAct 2006.

•Refer Point no.Vii of the Auditor's Report regarding granting of interest freeunsecured loans to the concerns in whom the directors/relatives of the directors areinterested (Refer Note No.40 of notes forming part of accounts ) there by contravening theprovisions of Sec 185 of the Companies Act 2013 the Directors would like to state thatthese loans/advances were given from the internal accruals available in the Company priorto the commencement of the Companies Act 2013 with a view to develop few new products tobe manufactured inthe company while restoring the operations in the company. However theCompany is confident of recovering these loans/advances from these companies and necessarysteps have been initiated inthis regardfor early recovery of the dues.

Report on Other Legal and Regulatory Requirements

Refer point no 2(f) of theAuditors Report regarding disqualification of director u/s164(2) the Board of Directors are of the opinion that the applicability of this section isfor the Directors getting appointed in other limited companies and not with reference tothe continuation in the present company.

Refer point no.1.11.2 of the Auditors Report under Annexure to the IndependentAuditor's Report the Directors state that due to inadequate staff the fixed assetsregister of the Company could not be updated. The present written down value of the assetsis presently stated at below 5% of the Gross value of the assets with regardto BuildingPlant & Machinery Furniture.

17. Particulars of Loan Guarantees and Investments under Section 186

The Company does not have any loans guarantees and investments covered under section

186 of the Companies Act 2013 excepting as stated in Note No.40 of notes forming partof accounts. These amounts were given before commencement of the Company'sAct 2013 andcould not recover due to their financial crisis. However the company is confident ofrecovering these amounts before the end ofthe comingfinancial year.

18. Deposits

During the year review Your Company has not accepted any deposits falling within themeaning of section 73 74 and 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

19. Particulars of Contracts or Arrangements with Related Parties

All Contracts/arrangements/transactions entered by the Company during the FinancialYear with related parties were in ordinary course of business and on arm's length basis.The details of related party transactions as Accounting Standard-IB are cited in Notes toAccounts.

20. Particulars of Employees

The Company has not employed any individual v V .j remuneration falls within thepurview of the limits prescribed under the provisions of Section 197 of The Companies Act2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

21. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report There are no materialchanges and commitments affecting the financial position of the Company between the endof the financial year and the date of this report.

22. Particulars of conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo:

As required under Section 134(3)(m) of the Companies Act 2013 read with The Companies(Accounts) Rules 2014 the particulars in respect of conservation of energy technologyabsorption and foreign exchange earnings and outgo are mentioned herein below:

A. Conservation of Energy:

With the past experience the company is taking all possible measures to conserveenergy cost and presently the company is just honoring the bear minimum' electricitycharges in view of the non commencement manufacturing operations.

B. Technology Absorption:

Research and Development (R&D) :Technology Absorption and Innovation :

C. Foreign Exchange -

Earnings: NIL

Outgo: NIL

23. Details of Subsidiary Joint Venture or Associates

During the year no companies have become or ceased to be its subsidiariesjointventures or associate companies

24. Vigil Mechanism

As per the provisions of section 177(9) & (10) of the Companies Act 2013 theCompany had established a Vigi! Mechanism to identify and report frauds vide its Boardmeeting dated 27th Novermber20l4.

25. Risk Management Policy

The board has not identified any such risk which may threaten the existence of thecompany.

26. Details changes in Directors and Key Managerial Personnel

During the year Sri G Rama Raju on account of his personal pre occupation has resignedas Director of the company and no Directors have been appointed during the year.

27. Details of significant & material orders passed bythe regulators or courtsortribunal

There are no such orders passed during the current financial years.

28. Obligation of Company under the Sexual Harassment of Women at workplace

(Prevention Prohibition and Redressal)Act 2013: n I order to prevent sexualharassment of women at work place a new act The Sexual

Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.

29. Voluntary Revision of Financial Statements or Board's Report

The Company has not revised the Financial Statements or Board's report in respect ofthe three preceding years.

30. Directors

Sri G. -Rama Raju due to his pre occupation has resigned from the Directorship. TheCompany has acknowledged his valuable contribution during his tenure/ None of theDirectors are retiring by rotation.

31. Fraud Reporting (Required by Companies Amendment Bill 2014)

The board has not identified any frauds.

32. Statutory Auditors

Pursuant to provisions of Section 139 and other applicable provisions if any of theCompanies Act 2013 M/s Brahmayya & Co Chartered Accountants are proposed to bere-appointed as the StatutoryAuditors inthe ensuingAnnual General Meeting.

M/s Brahmayya & Co Chartered Accountants who are appointed as Statutory Auditorsunder the provisions of Section 139 of the Companies Act 2013 for a period of 5consecutive years in the previous Annual General Meeting held on 29.12.2014 are completedone year and the Company has obtained consent from them to continue services for theremaining 4 years will be ended with the 4th Annual General Meeting of the Company.

Your Directors are recommended to ratify continuing them as Statutory Auditors for the

Financial Year2015-2016.

33. Internal Financial Controls: the company has in place adequate internalfinancial controls with reference to financial statements during the year under reviewsuch controls were tested and no reportable material weakness in the design oroperationwere observed.

34. Management Discussion and analysis report

Consequent to the Fire accident occurred in the factory during April 2008 theoperations have come to a stand still and the management are exploring all possibleefforts in restarting the operations however as of now the company is not able to restorethe operations due to various constraints including financial hardships. The company isconfident of restoring the operations as there is no indebtedness to any BanksInstitutions and other Lenders including Government dues. The company is yet to completethe process of demoting of it's shares. The company could not comply with few provisionsof the company's act 2013 viz.electronic voting etc. due to various difficulties beingfaced by the company. However it is taking all steps to regularize these lapses and morevisibility is expected in the coming years.

35. DISCLOSURE:

During the year no transaction of material nature has been entered into by the Companywith directors or management and their relatives etc. that may have a poOtential conflictwith the interests of the Company. The Register of contracts containing transactions inwhich Directors are interested is placed before the Board regularly.

36. GENERAL SHAREHOLDFER INFORMATION:

A. 48thAnnual General Meeting

- Day and Date: Thursday the 31st December 2015 -Time: 11.A.M. .' -Venue: Hotelllapuram Gandhinagar VijayWada -520 020

B. Book Closure Date : 24th December 2015 to 31st December 2015 (both days inclusive)

C. Name and address of the Share Transfer Agents : Communication regarding sharetransfer and other related correspondence with regard to transfer of shares may be sent to: M/s. Karvy Computershare Private Limited Vittalrao Nagar Madhapur Hyderabad.

D. Investor correspondence may be addressed to: C.A. Chary Director L.B. NagarHyderabad-500074.

37. Acknowledgment

Your Directors wish to place on record their sincere appreciation of the efforts anddedicated service of all employees which contributed to the performance of the Company.Your Directors take this opportunity to express their grateful appreciation of theexcellent assistance and co operation received from Shareholders Bankers StatutoryAuthorities and all other Professionals.

By Order of the Board
Sd/- Sd/ -
n> A o-7*u M u orM t G.Subba Raju C.R. Chary
Date: 27th November 2015 Executive Director Directory
Place: Vijayawada DIN: 0161107 DIN-.11681712

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