| Dear Members,
The Directors take pleasure in presenting the 34th Annual Report of the
Company together with the Audited Statements of Accounts for the year
ended 31st March, 2015 as under:-
1. FINANCIAL RESULTS: (Rs in Lacs)
Year ended Year ended
Particulars 31st March, 31st March,
2015 2014
Income from operations 161.11 8.65
Total Expenditure 153.50 8.21
Profit before Interest, Depreciation & Tax 8.12 1.22
Interest 0.00 0.08
Profit before Depreciation & Tax (PBDT) 8.12 1.14
Depreciation 0.51 0.70
Profit before Tax (PBT) 7.61 0.44
Provision for Taxation 1.23 0.00
Profit After Tax (PAT) 6.38 0.44
2. COMPANY PERFORMANCE
During the year under review the company received a few jobs for soft
ware services and hence this income.
3. DIVIDEND:
In view of past carry forward losses, your Directors do not recommend
any dividend for this year.
4. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There are no employees drawing remuneration in excess of limit set out
in terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in the Annexure -A
5. CORPORATE GOVERNANCE
Your Company is fully compliant with the Corporate Governance
guidelines, as laid out in Clause 49 of the Listing Agreement. All the
Directors (and also the members of the Senior Management) have affirmed
in writing their compliance with and adherence to the Code of Conduct
adopted by the Company. The details of the Code of Conduct are
furnished in the Corporate Governance Report attached as Annexure-B to
this Report.
The Statutory Auditors of the Company have examined the requirements of
Corporate Governance with reference to Clause 49 of the Listing
Agreement and have certified the compliance, as required under Clause
49 of the Listing Agreement. The Certificate in this regard is attached
as Annexure-C to this Report.
The CEO certification as required under Clause 41 of the Listing
Agreement is attached as Annexure-D to this Report.
Related Party disclosures/transactions are detailed in Note 2.17 of the
Notes to the financial statements.
6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
The details about the appointment, re-appointment, change in
designation, resignation of Directors and KMP, are as follows.
SL Name Designation Effective
date Remarks
No
1. Mr. Collin R Executive and Non 20.03.2015 Re designated as
Timms independent Director(Executive
and Non-
Director & Chief independent) and
ceased to be a
Executive Officer CEO
2. Mr. Ramkant Additional 18.06.2014 Resigned
Panda Director
3. Mr. Francis
Inthru Director 24.09.2014 Resigned
Alphonso
4. Ms. Chinnamma Additional 20.03.2015 Appointed as
Additional Director
Pullattu
Mathew Director (Executive and Non -
Independent Director)
5. Ms. Chinnamma CEO 05.05.2015 Her designation
changes as
Pullattu
Mathew Director(Executive
& Non
Indeoendent) and CEO.
6. Mr. Bikash
Dash CFO 11.11.2014 Appointed
Ms.Chinnamma Pullattu Mathew, Director & CEO, Mr. Manas Ranjan Sahoo,
Company Secretary and Mr.Bikash Dash, Chief Financial Officer were
designated as "Key Managerial Personnel" of the Company pursuant to
Sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Independent Directors of the Company have declared that they meet
the criteria of Independence in terms of Section 149(6) of the
Companies Act, 2013 and that there is no change in their status of
their Independence.
7. LISTING WITH STOCK EXCHANGES:
The Company's shares are currently listed in the BSE and the listing
fees has been paid covering the period till 31st March, 2016.
Voluntary Delisting of Company's Equity Shares from the Bangalore Stock
Exchange Limited SEBI vide its "Exit Order" No.WTM/RKA/MRD/163/2014
issued on December 26, 2014 to Bangalore Stock Exchange, SEBI has
allowed its exit and voluntary de-recognition. Consequently our
company's shares are automatically delisted from this exchange with
effect from the aforesaid date.
8. AUDITORS:
M/s. C. Ramasamy & B. Srinivasan, Chartered Accountants, Chennai,
retire at the close of this Annual General Meeting and are eligible for
re-appointment. They can be appointed for a term of 5 years and hence
they are now considered for reappointment for a period of five years
subject to ratification in the AGMs every year. The Company has
received confirmation from the auditor regarding their consent and
eligibility under Sections 139 and 141 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014 for appointment as the
Auditors of the Company.
As required under Clause 41 of the Listing Agreement, the Auditors have
also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
The Audit Committee and the Board of Directors have recommended the
appointment of the Auditors for the financial year 2015-16. The
necessary resolution is being placed before the shareholders for
approval.
9. COST AUDIT
The Provision of cost audit requirements is not applicable to the
Company.
10. Compliance under Companies Act, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, your Company has complied with the
compliance requirements and the details of compliances under Companies
Act, 2013 are enumerated in below given sections.
11. EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 as on March 31, 2015 is
attached as Annexure-E to this Report.
12. BOARD MEETINGS HELD DURING THE YEAR
During the year, 8 meetings of the Board of Directors were held. The
details of the meetings are furnished in the Corporate Governance
Report which is attached as Annexure-B to this Report
13. DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors make the
following statements in terms of section 134 (3) (c) of the Companies
Act, 2013:
(a) in the preparation of the annual financial statements for the year
ended March 31, 2015, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures.
(b) for the financial year ended March 31, 2015, such accounting
policies as mentioned in the Notes to the financial statements have
been applied consistently and judgments and estimates that are
reasonable and prudent have been made so as to give a true and fair
view of the state of affairs of the Company and of the Profit and Loss
of the Company for the year ended March 31, 2015.
(c) that proper and sufficient care has 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) the annual financial statements have been prepared on a going
concern basis.
(e) that proper internal financial controls were followed by the
Company and that such internal financial controls are adequate and were
operating effectively.
(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.
14. Remuneration Policy of the Company.
At present the company is not paying remuneration to directors.
Regarding employees the company proposes to evolve a clear policy once
it reestablishes its business activities.
15. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your Company engaged the services of
Mr. S.SHREENIVASAN, Company Secretary in Practice, Chennai to conduct
the Secretarial Audit of the Company for the financial year ended March
31, 2015. The Secretarial Audit Report (in Form MR-3) is attached as
Annexure-F to this Report.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The Company has no secured loans, unsecured loans, current/non-current
investments, guarantees, securities extended as per the provision of
Section 186 of the Companies Act, 2013.
17. RELATED PARTY TRANSACTIONS:
All transactions entered by the Company with Related Parties were in
the Ordinary Course of Business and at Arm's Length pricing basis.
There were no materially significant transactions with Related Parties
during the financial year 2014- 15 which were in conflict with the
interest of the Company. Suitable disclosures as required under AS-18
have been made in Note2.17 of the Notes to the financial statements.
18. Material changes and commitments affecting the financial position
of the Company which have occurred between March 31, 2015 and May 5,
2015 (date of the Report)
There were no material changes and commitments affecting the financial
position of the Company between the end of financial year (March 31,
2015) and the date of the Report (May 5 , 2015).
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
The information in pursuance of Companies (Disclosure of particulars in
the report of Board of Directors) Rules, 1988 is enclosed as
Annexure:-G.
20. RISK MANAGEMENT POLICY:
Risk Management policy is annexed to the Director's Report in
Annexure:-H
21. CORPORATE SOCIAL RESPONSIBILTY POLICY:
As per the provision of section 135 of Companies Act, 2013 every
Company having net worth of Rupees Five Hundred Crore or more, or
turnover of Rupees One thousand crore or more or a net profit of Rupees
five crore or more during any financial year shall constitute a CSR
Committee and the Company should spend at least 2 % of average net
profit of three immediately preceding financial years in every
financial year. As the Company does not fall within the above
guidelines, compliance of this clause does not arise as of now.
22. FORMAL ANNUAL EVALUATION:
The Company believes in conducting its affairs in a fair and
transparent manner by adopting the highest standards of
professionalism, honesty, integrity and ethical behavior, in consonance
with the Company's Code of Conduct policy for its employees and also
for the Board of Directors. The honesty, integrity and sound judgment
and performance of the Directors and the Senior Management are key
criteria for the success and for building a good reputation of the
Company. Each Director and executive in the Senior Management is
expected to comply with the letter and spirit of this Policy. Apart
from this Code, The Code of Conduct for Directors/Employees shall also
be applicable, additionally and specifically to the Senior Management
of the Company Mutatis Mutandis. Any actual or potential violation of
these Codes by the Board Directors would be the matter of serious
concern for the Company.
23. VIGIL MECHANISM/Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies(Meetings of Board and its Powers) rules, 2014 and
clause 49 of the Listing Agreement, the Board of directors had approved
the Policy of Vigil Mechanism/Whistle Blower and the same was hosted on
the web site of the Company. The Policy inter alia provides a direct
access to the Chairman of the Audit Committee.
Your Company hereby confirms that no director / employee has been
denied access to the Chairman of the Audit Committee and that no
complaints were received during the year.
Brief details about the policy are provided in the Corporate Governance
Report attached as Annexure B. to this Report.
24. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION
OF THE SUBSIDIARIES / ASSOCIATES/ JV
The Company has no Subsidiaries / Associates/ JV as on date.
25. DEPOSITS
During the year under review, your Company did not accept any deposits
within the meaning of provisions of Chapter V - Acceptance of Deposits
by Companies of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
26. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status of
the Company.
27. Internal Control systems and their adequacy
Details of the same are provided in the Management Discussion and
Analysis Report attached as Annexure-I to this Report.
28. ACKNOWLEDGEMENT:
The Directors wish to express their appreciation for the continued
assistance and co-operation received from the Government authorities,
bank, customers, business associates and members during the year under
review. Your Directors also wish to thank all the employees for their
contribution, support and continued cooperation through out the year.
Place: Bangalore For and on behalf of Board
Date: 05.05.2015
Mr. Collin R. Timms Ms. Chinnamma P Mathew
Director Director |