Your Directors have pleasure in presenting the THIRTY THREE ANNUAL REPORT together withthe Audited Accounts of the Company for the year ended 31st March 2017.
FINANCIAL HIGHLIGHTS (`in Lakhs)
|PARTICULARS ||YEAR ENDED ||YEAR ENDED |
| ||31.03.2017 ||31.03.2016 |
|Revenue ||1539.54 ||6.98 |
|Other Income ||0.00 ||0.00 |
|Total Income ||1539.54 ||6.98 |
|Expenditure ||1537.38 ||22.72 |
|Gross Profit / (Loss) ||2.16 ||(15.74) |
|Less: Depreciation ||- ||- |
|Less: Finance Cost ||(0.07) ||(0.08) |
|Loss for the year before tax ||2.09 ||(15.82) |
|Income tax ||- ||- |
|Deferred Tax ||- ||- |
|Profit / (Loss) after tax ||2.09 ||(15.82) |
During the financial year under review the overall performance of the company was goodwhen compared to previous financial year; the Overall turnover of the Company was Rs1539.54 lakhs as compared to last year turnover of Rs 6.98 Lakhs and the Net profit is Rs2.09 Lakhs for financial 2016-17 when compared to a Net Profit of Rs. (15.82) Lakhs duringthe previous year
Due to inadequate profits your Directors do not recommend any dividend for theFinancial Year
TRANSFER TO RESERVES:
The Company has not transfer any amount to the Reserves for the Financial Year endedMarch 31 2017.
The Company did not have any subsidiary or joint venture or associate company.
Mr. Y Jaya Mahadev Directors of your Company retire by rotation at the ensuing AnnualGeneral
Meeting and being eligible offers himself for reappointment.
Mr. M Srikanth was appointed as a Managing Director of the Company in the meeting ofthe Board of Directors held on 06th June 2017 for a period of 3 years subject to theapproval of the members in the General meeting the proposed resolution for hisappointment is placed before the Members in the ensuing Annual General meeting.
For Directors seeking appointment/re-appointment in the forthcoming Annual GeneralMeeting of the Company; the particulars as required to be disclosed in accordance withRegulations 17 to 27 and para C D & E of Schedule V of SEBI (Listing Obligations& Disclosure Requirements) 2015 forms part of Corporate Governance Report.
The company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of section 149 of the companies Act 2013 and under SEBI (LODR) 2015.
The Company has neither accepted nor renewed any deposits falling within the provisionsof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from the its member and public during the Financial Year.
The Company has conducted 4 board meetings during the year on following dates with agap not exceeding 4 months between any two meetings 30.05.2016 12.08.2016 11.11.2016and 13.02.2017
COMPOSITION OF BOARD COMMITTEES
We have in place all the Committees of the Board which are required to be constitutedunder the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A detailed note on the Board and its committees is provided under theCorporate Governance Report section in this Annual Report. The Present Composition ofvarious Committees of the Board is hereunder:
|Mr. Y Mallikharjuna Rao ||- Chairman |
|Mrs. Lakshmi Nekkanti Satyasri ||- Member |
|Mr. Jaya Mahadev Yerramsetti ||- Member |
Nomination and Remuneration Committee
Mr. Y Mallikharjuna Rao - Chairman Mrs. Lakshmi Nekkanti Satyasri - Member Mr. JayaMahadev Yerramsetti - Member
Stakeholders Relationship Committee
Mr. Y Mallikharjuna Rao - Chairman Mrs. Lakshmi Nekkanti Satyasri - Member Mr. JayaMahadev Yerramsetti - Member
The performance evaluation of all the Directors and that of the Board as a whole andits committees was conducted based on the criteria and framework adopted by the board. TheNomination and Remuneration Committee carried out independent evaluation of everyDirector's performance. The outcome of the board evaluation for the FY 2016-17 wasdiscussed by the said committee as well as by the Board.
The manner in which the formal annual evaluation has been made by the Board and otherrelated details are enumerated in the Corporate Governance Report which is annexed to theBoards' Report. None of our Independent Directors is due for reappointment.
POLICY ON DIRECTORS' APPOINTMENT REMUNERATION ETC.
The following policies are attached herewith as part of Corporate Governance. a. Policyfor selection of Directors and determining Directors Independence; and evaluationmechanism. b. Remuneration Policy for Directors Key managerial Personnel and otheremployees.
INTERNAL FINANCIAL CONTROL SYSTEMS
We have adopted policies and procedures which enables implementation of appropriateinternal financial controls across the organization and also ensures the orderly andefficient of business including adherence to the Company's policies the safeguarding ofits assets the prevention and detection of fraud error reporting mechanism the accuracyand completeness of the accounting records and timely preparation of reliable financialdisclosures. Internal Financial Controls are an integrated part of the Risk ManagementProcess addressing financial and financial reporting risks. The Internal FinancialControls have been documented digitized and embedded in the business process.
Assurance on the effectiveness of the Internal Financial Controls is obtained throughour management reviews control self-assessment continuous monitoring by functionalexperts as well as testing of the Internal Financial Control systems by the InternalAuditor during the course of audits. We believe that these systems provide reasonableassurance that our Internal Financial Controls are commensurate with the requirements ofour organization.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:
We strongly support the rights of all our employees to work in a harassment freeenvironment. The Company has adopted a Policy on Prevention Prohibition and Redressal ofSexual Harassment at workplace as per the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder.The policy aims to provide protection to Employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment where Employees feel secure.The Company has also constituted an Internal Committee known as Anti Sexual HarassmentCommittee to address the concerns and complaints of sexual harassment and to recommendappropriate action.
We further confirm that during the year under review there were no cases filedpursuantto the
Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.
CORPORATE SOCIAL RESPONSIBILITY
Since our Company does not fall within any of the parameters specified under theprovisions of
Section 135 of the Companies Act 2013 read with Rules made thereunder reportingpursuant to Section 134(3) (o) is Not Applicable.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them i. In the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures; ii. Such accounting policies as mentioned in the notes to the financialstatements have been selected and applied consistently and judgments and estimates thatare reasonable and prudent made so as to give a true and fair view of the state of affairsof the Company at the end of the financial year 2016-17 and of the profit or loss of theCompany for that period; iii. Proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities; iv. The annualaccounts for the year 2016-17 have been prepared on a going concern basis. v. That properinternal financial controls were in place and that the financial controls were adequateand were operating effectively. vi. That system to ensure compliance with the provisionsof all applicable laws were in place and were adequate and operating effectively.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177 (9) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (meetings of board and its powers)Rules 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) and Regulation 22 of SEBI (Listing Obligations & DisclosureRequirements) 2015 The Company has a Whistle Blower Policy framed to deal with instanceof fraud and mismanagement if any in the Group. The details of the Policy are explainedin the Corporate Governance Report and also posted on the website of the Company
Pursuant to the provisions of section 134 (3) (n) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Accounts) Rules 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force) andRegulation 21 of SEBI
(Listing Obligations & Disclosure Requirements) 2015 the Risk management is Notapplicable to the Company
Pursuant to the provisions of Section 139(2) of the Companies Act 2013 the StatutoryAuditor M/s. Ramasamy Koteswara Rao & Co (FRN: 010396S) Chartered AccountantHyderabad as the
Statutory Auditors of the Company to hold office from conclusion of this Annual GeneralMeeting for a period of 5 years in accordance with the Act subject to the ratification ofshareholders at every
Annual General Meeting.
The company has received letter from M/s. Ramasamy Koteswara Rao & Co. CharteredAccountants under Section 139(1) of the Companies Act 2013 and the Rules framedthereunder confirming their eligibility to the effect that their appointment if madewould be within the prescribed limits under provisions of sections specified under the Actand that they are not disqualified for such appointment within the meaning of the sectionof the said Act.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.
All related party transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained as per Regulation23 of SEBI (Listing
Obligations & Disclosure Requirement) 2015 for the transactions which are of aforeseen and repetitive nature. The Company has developed a Policy on Related PartyTransactions for the purpose of identification and monitoring of such transactions.
The Policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company. The particulars of contracts or arrangements with related partiesreferred to in sub-section (1) of Section 188 of the Companies Act 2013 is referred inNotes to Accounts.
The Board of Directors based on the recommendation of the Audit Committee hasre-appointed M/s. VNS Srinivasa Rao Chartered Accountants Hyderabad as the InternalAuditors of your Company. The Internal Auditors are submitting their reports on quarterlybasis.
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.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments 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
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
A Statement of particulars of the conservation of energy technology absorption andforeign exchange earnings and outgoings is given as required under the Companies(Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 isenclosed as "Annexure A".
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the provision of Schedule V of SEBI (Listing Obligations & DisclosureRequirements) 2015 a report on Management Discussion & Analysis is set out as an "AnnexureB".
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Jineshwar Kumar Sankhala Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "AnnexureC" to this report.
The Company has been making every endeavor to bring more transparency in the conduct ofbusiness. As per the requirements of Listing Agreement with the Stock Exchanges acompliance report on corporate Governance for the year 2016-2017 and a certificate fromthe Auditors of the
Company are furnished as a part of this Annual Report "Annexure D".EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 is annexedherewith as "Annexure E" to this report.
PARTICULARS OF EMPLOYEES:
TheinformationrequiredpursuanttoSection197readwithRule5(1)ofTheCompanies(Appointmentand Remuneration of Managerial Personnel) Rules 2014 in respect of employees of theCompany is herewith annexed as Annexure F' to this report and Rule 5 (2) Of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 No employeeof your company is in receipt of remuneration exceeding Rs. 8 50000 per month or Rs. 102 00000 per annum during the Financial Year
Your Company's shares are presently listed and traded on the BSE Limited; Your Companyis regular in paying the listing fee to the BSE Limited.
Your Directors place on record their appreciation and gratitude for the continuoussupport and assistance extended by all the Statutory Authorities. The Board also extendsits heartfelt gratitude to the Creditors and Shareholders for the confidence reposed bythem in the Company. Your Directors also place on record their sincere appreciation forthe continued contributions made by the employees at all levels.
By order of the Board For Source Industries (India) Limited Sd/- Sd/- M. Srikanth. JayaMahadev Yerramsetti Managing Director Director (DIN: 01900378) (DIN: 06661103) Place:Hyderabad Date: 30th August 2017