Your Directors hereby present the 28th Annual Report together with the AuditedFinancial Statements of the Company for the financial year ended 31st March 2020.
The Company's financial performance for the financial year ended 31st March 2020 issummarised below:
(Amount in Lakh.)
|FINANCIAL RESULTS ||2019-20 ||2018-19 |
|Income from Operation including other Income ||118.83 ||0.00 |
|Total Expenditure ||150.41 ||166.54 |
|Gross Profit / (Loss) after Interest ||(31.58) ||(166.54) |
|Depreciation ||41.76 ||27.27 |
|Profit/(Loss) After Tax ||(73.34) ||(193.81) |
Your Directors have not recommended any dividend in view of the loss in the presentfinancial year. There is a loss of 73.34 Lakhs in the current financial year against aloss of 193.81 Lakhs in the previous financial year. The main reason behind the loss asthe company had partially started its operations.
RESERVES AND SURPLUS
During the financial year under review Rs. NIL was transferred to the General Reserve.The balance transferred in Reserves and Surplus as at 31st March 2020 stood at Rs. 73.34Lakhs (previous year Rs 193.81 Lakhs).
BUSINESS OPERATIONS & OUTLOOK
The Company is mainly in the business of providing ancillary services to the telecomindustry however the sector is still not encouraging and also there is lack of availableprospects in the said industry and also the same is not visible at this point of time.However the company is marketing its IVR Systems and Core banking. The Company is alsoputting its best possible efforts to expand its VAS business.
SHARE CAPITAL OF THE COMPANY
The authorised share capital of your company as on 31st March 2020 was Rs.120000000(Rupees Twelve Crores only) divided into 12000000 equity shares of Rs. 10/- each fullypaid up.
The paid up equity share capital of your Company as on 31st March 2020 was Rs.113909140 (Rupees Eleven Crore Thirty Nine Lakhs Nine Thousand One Hundred and Fortyonly) divided into 11390914 equity shares of the face value of Rs. 10/- each fully paidup.
RISKS AND AREAS OF CONCERN
The Company has laid down a well defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor bothbusiness and non-business risks. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The company had no subsidiary joint venture and associate company during the yearunder review.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form No MGT-9 is annexed to this report as"Annexure A".
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Appointment and Qualifications of Directors) Rules 2014 and the Articles ofAssociation of the Company none of the Directors of the Company retires by rotation atthe ensuing Annual General Meeting of the Company.
There was no change on Board of Directors of the company during the year 2019-20. TheBoard of Directors of the Company has re-appointed Mr. Kuppili Rama Chandra Sekhar (DIN:06998136) as a Non- Executive Independent Director of the Company with effect from 14thNovember 2020 who holds office up to the date of the ensuing Annual General Meeting ofthe Company. The Company has received notice along with requisite deposit from a member ofthe Company under Section 160 of the Companies Act 2013 proposing his candidature for theoffice of the Director of the Company. Your Board recommends his re-appointment as aIndependent Director not liable to retire by rotation. Brief resume of the Directorproposed to be appointed/re-appointed as stipulated under Regulation 26(4) and 36(3) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is given in theNotice convening the 28th Annual General Meeting of the Company.
There was no change on Board of Directors of the company during the year 2019-20.Declaration from Independent Directors
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not a promoter of the Company or its holding subsidiary or associatecompany;
2. They are not directors in the company its holding subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniaryrelationship or transaction with the company its holding subsidiary or associatecompany or their promoters or directors amounting to two percent. or more of its grossturnover or total income or fifty Lakhs rupees or such higher amount as may be prescribedwhichever is lower during the two immediately preceding financial years or during thecurrent financial year;
5. Independent Director neither himself nor any of his relatives
holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of
a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
d) Annual Performance and Board Evaluation
The Board has devised a policy pursuant to the provisions of the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forperformance evaluation of the Board and individual Directors (including IndependentDirectors) and Committees which includes criteria for performance evaluation ofNonexecutive Directors and Executive Directors. The Board has devised questionnaire toevaluate the performances of Board Board Committees and individual Directors andChairperson. The Chairman of respective Board Committees shared the report on evaluationwith the respective committee members. The performance of each Committee was evaluated bythe Board based on report on evaluation received from respective Board Committees. Thereports on performance evaluation of the individual Directors were reviewed by theChairman of the Board.
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
I. Attendance at Board Meetings and Committee Meetings;
II. Quality of contribution to Board deliberations;
III. Strategic perspectives or inputs regarding future growth of Company and itsperformance;
IV. Providing perspectives and feedback going beyond information provided by themanagement
e) Key Managerial Personnel (KMP)
Mr. Dhawal Doshi Company Secretary is the Key Managerial Personnel of the Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board of Directors of the Company based on the recommendation of the Nomination& Remuneration Committee has formulated a Remuneration Policy for selection andappointment of Directors Senior Management and their remuneration. The RemunerationPolicy is stated in the Corporate Governance Report.
AUDIT COMMITTEE AND ITS COMPOSITION
The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also overviews the Company'sinternal control and financial reporting process. As on 31st March 2020 the AuditCommittee comprised of Mr. Kameswara Rao Ramoju Mr. Kuppili Rama Chandra Sekhar and Ms.Pilli Swetha. Mr. Kameswara Rao Ramoju is the Chairman of the Audit Committee. Mr. DhawalDoshi Company Secretary of the Company acts as the Secretary of the Audit Committee.
MEETINGS OF THE BOARD
During the financial year 2019-2020 the Board met 5 (Five) times viz. 29.05.201914.08.2019 17.10.2019 14.11.2019 and 14.02.2020. The intervening gap between any twoconsecutive meetings was within the period as prescribed under the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(5) of theCompanies Act 2013 state that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) the Directors have 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 of the Company for that period;
c) the Directors have 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 have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Remuneration to the Directors/KMP
|Sr. No. ||Names ||Designation ||Remuneration in 2019-20 ||Remuneration in 2018-19 |
|1. ||Pilli Swetha ||Managing Director ||600000 ||600000 |
|2. ||Dhawal Doshi ||Company Secretary ||180000 ||180000 |
Managerial Remuneration and Particulars of Employees
The Information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014 in respect of theemployees of the Company are given in Annexure-B forming part of the report.
During the financial year under review the Company has not accepted any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013
Your company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm's length basis during the financial year 2019-20.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
There are no Loans guarantee or Investment as per Section 186 of the Companies Act2013.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crores or more or a net profit of rupees five crore ormore during any financial year the disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 is not applicable.
WHISTLE BLOWER / VIGIL MECHANISM POLICY
As required under section 177(9) & (10) of the Companies Act 2013 the Company hasestablished a mechanism for Directors and employees to report concerns about unethicalbehavior actual or suspected fraud or violation of code of conduct or ethics policy. Themechanism also provides for adequate safeguards against victimization of director(s) /employee(s) who avails of the mechanism and also provides for direct access to theChairman of the Audit Committee in the exceptional cases. Vigil Mechanism policy is dulyposted on the website of the company at www.telecanor.com .We affirm that during thefinancial year 2019-2020 no employee or director was denied access to the AuditCommittee.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethere under M/s. SLR & Associates Chartered Accountant (FRN No. 015874S) StatutoryAuditors of the Company retires at the conclusion of the ensuing Annual General Meetingand has shown their unwillingness to be re-appointment as the Statutory Auditors. TheBoard of Directors places on record its appreciation for the services rendered by M/s. SLR& Associates Chartered Accountant during their tenure as the Statutory Auditors ofthe Company. Based on the recommendation of the Audit Committee the Board of Directors ofthe Company has recommended the appointment of M/s SMV & Co. Chartered Accountant(FRN No. 015630S) as the Statutory Auditors of the Company subject to the approval of theMembers of the Company in the Company's ensuing Annual General Meeting. M/s SMV & Co.shall hold office for a term of five years from the conclusion of the 28th Annual GeneralMeeting until the conclusion of the 33rd Annual General Meeting of the Company to be heldin the year 2025 subject to ratification of their appointment by the members ifrequired at every intervening Annual General Meeting held after this Annual GeneralMeeting. The proposal of their appointment is included in the Notice of the ensuing AnnualGeneral Meeting for approval of the Members of the Company. M/s SMV & Co. hasfurnished written consent and a confirmation to the effect that they are not disqualifiedto be appointed as the Statutory Auditor of the Company in terms of the provisions ofSection 139 of the Companies Act 2013 and Rules framed there under.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board had appointedCS Sourav Kedia Practising Company Secretary [C.P.No 15259] to undertake SecretarialAudit of the Company for the financial year 2019-2020. The Secretarial Audit Report isannexed to this report as "Annexure C".
Our Company is yet to start its operations and hence not meeting the criteria ofappointing the cost Auditor. Hence the same is not applicable on our company.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
There are no qualifications reservations or adverse remarks or disclaimer neither madeby the Statutory Auditor in their Auditors' report there are some qualification remarksraised by the Secretarial Auditor in their Secretarial Audit Report for the financial year2019-2020.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy technology absorption foreignexchange earnings and outgo is annexed to this report as "Annexure D".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Management Discussion and Analysis Report havebeen made a part of the Annual Report and is annexed to this report as "AnnexureE".
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Corporate Governance Report of yourCompany and a Certificate on Corporate Governance Compliance received from M/s S.L.R &Associates Chartered Accountant are annexed to this Annual report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have any bearingon Company's operations in future.
INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting compliance with policies procedures applicable laws and regulationsand that all assets and resources are acquired economically and used efficiently and areadequately protected.
PREVENTION PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place an internal complaint committee under section 4 of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year no complaint was filed before the said committee.
Your Directors wish to place on record their sincere appreciation for the continuedcooperation guidance support and assistance extended during the year under report by theCompany's bankers customers suppliers shareholders and the Government agencies. TheBoard of Directors wishes to express its appreciation for the valuable contribution madeby the employees and workmen at all levels during the year under report.
For and on behalf of Board of Directors
For Telecanor Global Limited
PILLI SWETHA Managing Director
Date: 16th October' 2020