| Dear Members,
Your Directors have pleasure in presenting their 35th Annual Report and
Audited Accounts for the year ended 31st March 2015.
1. FINANCIAL RESULTS:
(Rs. in Lakhs)
Year ended Year ended
31.03.2015 31.03.2014
Revenue from operations 0 0
Other income 0 0
PBDIT (12.29) (7.86)
Interest and finance charges 0 0
Depreciation 0 0
Net profit/(Loss) before tax (3.25) (7.86)
Less: Provision for Tax: 0 0
Net profit/(Loss) after tax (3.25) (7.86)
Add: Balance Brought forward
from previous year (1337.44) (1329.58)
Loss carried to Balance Sheet (1343.49) (1337.44)
2. OPERATIONS:
Currently the Company is not carrying its activities. The management of
the Company evaluating opportunities available in current market
scenario to revive its activities.
3. DIVIDEND:
During the year under review, the Company has not recommended any
dividend for financial year 2014-15.
4. PUBLC DEPOSITS:
During the year under review, the Company has not accepted any deposits
hence the provisions of Chapter V of the Companies Act, 2013 and The
Companies (Acceptance of Deposit) Rules, 2014 are not applicable.
5. SHARE CAPITAL:
During the year under review, there is no change in Authorised and
Paid-up share capital of the Company except conversion of 1825 partly
paid-up equity shares of Rs. 10/- each into fully paid-up equity shares
vide board resolution dated 28th October 2014.
6. PROMOTER OF THE COMPANY:
During the year under review, there is no change in promoters of the
Company.
7. DIRECTORS:
During the period under review, Mrs. Sridevi Nadella was appointed as
additional Director of the Company with effect from 15th December, 2014
by the Board of Director of the Company under section 161(1) of the
Companies Act, 2013 to act as Independent Director of the Company in
terms of section 149 of the Companies Act, 2013. Further there were no
changes in composition of Board of Directors of the Company. The Board
consists of Executive and Non-executive Directors including Independent
Director as per section 149 of the Companies Act, 2013 and rules made
thereunder read with Clause 49 of the Listing Agreement.
The Board proposed the appointment of Mr. Sanjiv Kumar Tandon, who
retires on rotation, as a Director of the Company and Mr. Sachendra
Tummala as Managing Directors of the Company in terms of section 197,
198 and 203 of the Companies Act, 2013 and rules made thereunder.
The number and details of the meetings of the Board and other
Committees are furnished in the Corporate Governance Report.
The Independent Directors have furnished declaration of independence
under Section 149 of the Companies Act 2013.
Familiarization Programme for Independent Directors
The Company familiarizes its Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model of the Company,
etc. through various programmes on a continuing basis. The
Familiarisation programme for Independent Directors is disclosed on the
Company's website.
Separate Meeting of Independent Directors
A separate meeting of Independent Directors of the Company was held on
31st March,2015 as required under Schedule IV to the Companies Act,
2013 (Code for Independent Directors) and Clause 49 of the Listing
Agreement. At the Meeting, the Independent Directors:
* Reviewed the performance of Non-Independent Directors and the Board
as a whole;
* Reviewed the performance of the Chairman of the Company, taking into
account the views of Executive Director and Non-Executive Directors;
All the Independent Directors attended the Meeting of Independent
Directors and Mr. Ravi Kumar Chennupati was the Lead Independent
Director of that Meeting.
Board & Directors' Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board, its Committees and the Directors have
carried out annual evaluation / annual performance evaluation, covering
various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations and governance. The
Directors expressed their satisfaction with the evaluation process.
Directors' Appointment and Remuneration Policy
The Nomination and Remuneration Committee is responsible for developing
competency requirements for the Board based on the industry and strategy
of the Company and formulates the criteria for determining
qualifications, positive attributes and independence of Directors in
terms of provisions of Section 178 (3) of the Act and Clause 49 of the
Listing Agreement. The Board has, on the recommendations of the
Nomination & Remuneration Committee framed a policy for remuneration of
the Directors and Key Managerial Personnel.
9. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197 (12) of the Act read with
Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is NIL
10. AUDITOR'S AND AUDITOR'S REPORT:
M/s. Ganesh Venkat & Co., Chartered Accountants (Registration No.
005293S; M.No. 025104), Hyderabad, Statutory Auditors of the Company,
who was appointed as Statutory Auditors of the Company by shareholders
of the Company vide resolution dated 29.09.2014 until the conclusion of
Annual General Meeting for the financial year ended 31st March, 2017
subject to ratification by the members at every Annual General Meeting.
The Company has received written consent along with a certificate under
141 of the Companies Act, 2013 expressing their eligibility to be
appointed as Statutory Auditors of the Company and in view of the same
the Board has proposed a resolution for ratification of Auditors
appointment for the financial year 2015-16. Further, comments in their
report and notes forming part of financial statements are self
explanatory and do not require any comments.
Secretarial Audit
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 has appointed Mr. Ajay S
Shrivastava, Company Secretary in Practice to undertake the Secretarial
Audit of the Company. The Report of the Secretarial Audit Report is
annexed herewith as 'Annexure III'.
There was no qualification, reservation or adverse remark in the
secretarial audit report.
11. SUBSIDIARY COMPANIES:
The Company does not have any subsidiary/ associate/ Joint venture
companies under review. Since the statement in terms of first proviso
to sub-section (3) of Section 129 read with Rule 5 of Companies
(Accounts) Rules, 2014 is not required to be attached.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
As on 31st March, 2015, the company has unsecured loan of Rs. 40.81
Lacs.
13. INTERNAL CONTROL SYSTEMS
Your Company has in place internal and financial control systems
commensurate with the size of the Company. The primary objective of our
internal control framework is to ensure that internal controls are
established, properly documented, maintained and adhered to in each
functional department for ensuring orderly and efficient conduct of
business which includes proper use and protection of the Company's
resources, accuracy in financial reporting, compliance with the
statutes, timely feedback on achievement of operational and strategic
goals.
14. RESEARCH & DEVELOPMENT:
During the year under review, No R & D activity was undertaken by the
Company.
15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, is annexed herewith as 'Annexure ' VI.
16. INFORMATION ON STOCK EXCHANGES
The Equity shares of the Company are listed on BSE Limited and the
Listing Fee has been paid for FY 2015-16.
17. CORPORATE GOVERNANCE
A detailed report on the subject forms part of this report. The
Statutory Auditors of the Company have examined the Company's
compliance and have certified the same as required under the SEBI
Guidelines. Such certificate is reproduced in this Annual Report.
18. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134 of the Companies Act,
2013:
(a) that in the preparation of the annual accounts/financial statements
for the financial year ended 31st March 2015, the applicable accounting
standards had been followed along with proper explanation relating to
material departures, if any;
(b) that the accounting policies as mentioned in the financial
statements were selected and applied consistently and reasonable and
prudent judgments and estimates were made so as to give a true and fair
view of the state of affairs of the company at the end of the financial
year and of the profit and loss of the company for that period;
(c) that proper and sufficient care had been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
(d) that the annual accounts were prepared on a going concern basis;
(e) that proper internal financial controls were in place and that such
internal financial controls are adequate and were operating
effectively; and
(f that proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As the Company does not fall under the criteria stipulated for
applicability of section 135 of the Companies Act, 2015 the Company has
not constituted a Committee of Corporate Social Responsibility and no
contributions were made during the year.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the requirements of the Companies Act, 2013 and Clause 49
of the Listing Agreement, the Company has a vigil mechanism to deal
with instance of fraud and mismanagement, if any. The details of the
vigil mechanism are displayed on the website of the Company. The Audit
Committee reviews the functioning of the vigil / whistle blower
mechanism from time to time. There were no allegations / disclosures /
concerns received during the year under review in terms of the vigil
mechanism established by the Company "Annexure IV"
21. RELATED PARTY TRANSACTIONS
During the year under review, the Company has entered into any related
party transactions.
* The Company has paid a rent of Rs. 0.24 Lacs to an Associate Company
* During the year the Company has borrowed an Unsecured Loan of Rs.
9.03 Lacs from its KMP
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review, the Company has received an Adjudicating
Order No. ISD/MSRGL/AO/DRK-AKS/EAD3-723/48-2015 dated 30.03.2015 under
Section 151 of SEBI Act, 1992 read with 5(1) of SEBI imposing penalty
of Rs. 7,00,000/- (Rupees Seven Lakh Only) for violation of disclosure
requirement for the financial years 1998 to 2002, 2004 and 2007 i.e.
the period prior to the takeover by present Management, under of SEBI ,
1999 and same has been deposited to SEBI.
No other orders were received during the year.
23. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as 'Annexure' VI.
ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the
assistance and co-operation received from the financial institutions,
banks, Government of India and various State Government authorities and
agencies, customers, vendors and members during the year under review.
For and on behalf of the Board of Directors
Date: 13.08.2015
Place: Hyderabad
Sd/-
Sachendra Tummala
Managing Director
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