Dear Members,
The Directors are pleased to present the 11th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2018. The Management Discussion & Analysis is also incorporated into this Report.
1) FINANCIAL RESULTS:
Summary of the Company's financial performance for F.Y. 2017-2018 as compared to the previous financial year is given below:
(Figures)
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Particulars
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F.Y. 2017 - 2018
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F.Y. 2016 - 2017
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F.Y. 2017 - 2018
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F.Y. 2016 - 2017
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| |
Standalone
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Standalone
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Consolidated
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Consolidated
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Revenue from operations (Net)
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2,77,51,03,255
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2,87,06,50,651
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2,91,35,87,947
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3,01,34,69,968
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Revenue from Other Income
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3,99,01,993
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50,20,360
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3,99,01,993
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50,20,360
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Total Revenue
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2,81,50,05,248
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2,87,56,71,011
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2,95,34,89,940
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3,01,84,90,328
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Profit/Loss before Depreciation & Interest
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-15,58,48,172
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14,70,45,244
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-15,28,36,590
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15,03,02,641
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Depreciation & Amortization
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89,32,697
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2,09,56,639
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90,51,844
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2,10,34,672
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Interest Cost
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2,71,73,270
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9,98,69,392
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2,71,94,042
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9,98,93,714
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Extraordinary Items
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-2,43,56,656
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62,10,000
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-2,43,56,656
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61,84,200
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Profit/Loss After Depreciation & Interest & Extraordinary Items
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-16,75,97,482
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2,00,09,213
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-16,47,25,820
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2,31,90,055
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Provision for Tax
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45,13,928
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54,45,332
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48,63,580
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57,98,995
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Profit After Tax
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-17,21,11,410
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1,45,63,881
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-16,95,89,400
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1,73,91,060
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EPS
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-20.42
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1.75
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- 20.12
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2.09
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2) HIGHLIGHTS:
During the year under review, your company has reported a Consolidated Turnover of Rs. 2,95,34,89,940 including other income. The Turnover of the Company has decreased because of stiff competition in the target markets and long duration taken for flow of working capital cycle in the telecom industry. The Company has incurred a loss in revenue due to recent changes in business environment and changes in tax regime.
3) SHARE CAPITAL:
The Paid Up Equity Capital as on March 31, 2018 was Rs.8,92,18,980/-. During the year under review, the Company has issued 6,07,098 equity shares on Preferential basis by converting the promoter's unsecured loan.
4) TRANSFER TO RESERVE AND SURPLUS:
There was no transfer to General Reserve and Surplus during the year ended March 31st, 2018.
5) NON ACCEPTANCE OF PUBLIC DEPOSITS:
The Company has not accepted any public deposits as defined under Section 73 (1) of the Companies Act, 2013 during the Financial Year 2017-18.
6) DIVIDEND:
With a view to strengthening the financial position of the company, your Board of Director's have not recommended any dividend for the financial year 2017-18.
7) POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The policies of the Company on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is appended as Annexure A to this Report.
8) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The company has not given any loans or guarantees covered under the provision of Section 186 of the Companies Act, 2013. There is no investment and guarantee made during the year.
9) DETAILS OF SUBSIDIARY/TOINT VENTURES/ASSOCIATE COMPANIES:
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Sr.
No.
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Name and address of the Company
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CIN / GLN
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Holding/ Subsidiary / Associate
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% of
shareholdin
g
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1.
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Prabhat Telecoms Hong Kong Limited
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-
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Subsidiary
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100%
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A separate statement containing the salient features of the financial statement of the said subsidiary in "Form AOC-1" which is annexed as Annexure B.
10) DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Director's state that:
1. In the preparation of the annual accounts for the financial year ended 31st March, 2018 the applicable accounting standards have been followed.
2. Accounting policies selected were applied consistently. 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 as on March 31st, 2018 and of the profit and loss of the Company for the year ended on that date.
3. Proper and sufficient care to the best of their knowledge and ability 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.
4. The Annual Accounts of the Company have been prepared on going concern basis.
5. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on the company's policies and strategy apart from other Board matters. During the Financial year 2017-2018, Board meetings were held 20 times as follows; 25.04.2017, 01.05.2017, 23.05.2017, 30.05.2017, 17.06.2017, 22.06.2017, 30.06.2017, 01.08.2017, 04.09.2017, 05.09.2017, 20.09.2017, 11.10.2017, 02.11.2017, 14.11.2017, 28.11.2017, 06.12.2017, 05.01.2018, 22.01.2018, 01.02.2018, 24.02.2018.
12) BOARD COMMITTEES:
Your company has formed following Committees of the Board in accordance with Companies Act, 2013:
- Audit Committee
The Audit Committee comprises Mr. Vaibhav Shastri as Chairman, Mr. Arvind Singh and Mr. Vishwamani Tiwari as the members. The Committee is assigned role, powers and responsibilities as provided under Section 177 of the Companies Act, 2013.
- Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises Mr. Vaibhav Shastri as Chairman, Mr. Arvind Singh and Mr. Alberto Zummo as the members. The Committee is formed for the purpose of recommending the Nomination and Remuneration and evaluation of the Directors' performance.
13) POSTAL BALLOT:
There were no postal ballot conducted during the year 2017-18.
14) CORPORATE SOCIAL RESPONSIBILITY 1CSR1:
The provisions of the CSR expenditure and Composition of Committee, as provided in the Section 135 of the Companies Act, 2013, are not applicable to the company.
15) STATUTORY AUDITORS:
M/ s. Mahesh C. Solanki & Co. (FRN: 06228C), Chartered Accountants, were appointed as Statutory Auditors from the conclusion of the 10th Annual General Meeting till the conclusion of 15th Annual General Meeting of the company subject to ratification at every AGM during the continuation of their tenure.
16) INTERNAL AUDITORS:
During the year, Company has appointed M/ s. Bharat J. Rughani & Co. as an Internal Auditor for the Financial Year 2017-18 to conduct Internal Audit on such terms and conditions as decided mutually.
17) AUDITORS REPORT:
The Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments under Section 134(3) of the Companies Act, 2013.
18) COMMENTS ON AUDITORS' REPORT:
There is a qualified Opinion made by M/s. Mahesh C. Solanki & Co., Statutory Auditors, in their Audit Report. The reply of the management is as below:
The management is of the view that the qualification made by the auditor has no implications on earning capacity or profitability of the Company. The qualifications are procedural in nature and which are the internal procedure / matter and can be managed. External Confirmation of Balances of sundry debtors and creditors are in process and management is assured of the amount stated in books are actually receivable and payable. Therefore, no provision is required on account of non confirmations as Management is quite confident that all the debtors/creditors are considered good and do not require any provision.
19) INTERNAL CONTROL AND ITS ADEQUACY:
The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The Company's internal financial control system also comprises due compliances with Company's policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Independent Internal Auditors of the Company.
20) PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.
21) EXTRACT OF ANNUAL RETURN:
Pursuant to the requirements under Section 92(3) read with Rule 12(1) of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure C.
22) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes occurred subsequent to the close of the financial year of the company to which the balance sheet relates and the date of the report.
23) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
There has been no material order passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
24) RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.
25) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
- Conservation of Energy
The company has taken various in -house measures to conserve the electricity and energy.
- Technology Absorption
Technology absorption and innovation is a continuous process in the company.
- Foreign Exchange:
There was no Foreign Exchange Transaction during the year.
26) POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The company has framed policy and Constitute Internal Committees for Redressal of Sexual Harassment in accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2017-18, no cases in the nature of sexual harassment were reported at any workplace of the company.
27) DIRECTORS:
A. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Anand Khemani, Independent Director tendered his resignation on 01st August, 2017.
Mr. Parag Malde, Whole Time Director was appointed as Chief Financial Officer w.e.f. 01st February, 2018.
Mr. Alberto Zummo, was appointed as Independent Director w.e.f. 24th February, 2018
Except as above, there was no other change that took place in the positions of directors and KMP's in the Company.
B .DECLARATION BY INDEPENDENT DIRECTOR:
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).
C. FORMAL ANNUAL EVALUATION:
The Nomination & Remuneration Committee (hereinafter known as 'NRC') had formulated policy (approved by the board) on performance evaluation of the whole board, its committees, individual directors and KMP's. As per the Policy, performance evaluation of:
- Independent directors has been done by the whole board excluding the director being evaluated and submit its report to NRC;
- Non-Independent directors including chairman has been done by independent directors and submit its report to NRC;
- Committees of the board and KMP's have been done by the board of directors and submit its report to NRC.
NRC reviews the reports of the Independent Directors and Board and accordingly, recommends the appointment/re-appointment/continuation of Directors to the Board. Based on the recommendation of NRC, Board will take the appropriate action.
28) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Related Party Transactions are stated in the "Annexure D" annexed to this report.
29) SECRETARIAL AUDIT REPORT:
The Board has appointed Tariq Budgujar & Co., Practicing Company Secretaries as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor is annexed to the Report as per Annexure E.
30) VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established vigil mechanism for directors and employees to report genuine concerns of fraud & misconduct in the company and the vigil policy is uploaded on the website of the company www.prabhatgroup.net.
31) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report in Annexure F for the year ended March 31st, 2018.
32) OTHER DETAILS:
- No Change in the nature of the business of the company during the year;
- No change of the name of the company during the year;
33) ACKNOWLEDGEMENT:
The Board of Directors wishes to express sincere thanks to Members, Bankers, Clients, Financial Institutions, Customers, Suppliers and Employees of Companies for extending support during the year. Your Directors express their deep sense of appreciation towards all the employees and staff of the company and wish the management all the best for achieving greater heights in the future.
For and On behalf of the Board
PRABHAT TELECOMS (INDIA) LIMITED
SD/-
Mr. Vishwamani Tiwari
Chairman & Managing Director
DIN: 01932624
Date: 6th June, 2018
Place: Mumbai
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