| Dear Members,
The directors are pleased to present the 30th Annual Report and the
Audited Accounts for the financial year ended 31st March, 2015.
FINANCIAL RESULTS:
CURRENT YEAR PREVIOUS YEAR
2015 2014
(Rs. In Lacs) (Rs. In Lacs)
Sales & Services 31.33 25.96
Other Income 0.00 0.00
Total Income 31.33 25.96
Total Expenditure 30.86 25.64
Profit / (Loss) for the period 0.47 0.32
Provision For Tax 0.09 -
Balance Carried Forward 0.38 0.32
OPERATIONS:
During the year under review, the Company has recorded the higher total
income of Rs. 31.33 lacs as compared to Rs. 25.96 lacs for the previous
year and Net Profits after tax of Rs. 0.38 lacs for the year as
compared to the profits of Rs. 0.32 lacs in the previous year.
The year under review had been very difficult on account of adverse
business situation in the field of information & technology. The
Management expects improvement in the business situation in the current
year 2015-16 and is taking necessary steps within its power to explore
all the possibilities, subject to ability to raise the funds.
DVIDEND
In order to plough back the entire profit into business, your Directors
do not recommend any dividend for the year under review.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2014-15, the Company held 4 board meetings of
the Board of Directors as per Section 173 of Companies Act, 2013 which
is summarized below. The provisions of Companies Act, 2013 and listing
agreement were adhered to while considering the time gap between two
meetings.
S. No. Date of Meeting Board Strength No. of Directors
Present
1 29th May 2014 4 4
2 14th Aug 2014 4 4
3 13th Nov 2014 4 4
4 12th Feb 2015 4 4
DECLARATION BY INDEPENDENT DIRECTORS
Declaration by the Independent Directors has been received as per the
provisions of Sec 149 (6) of the Companies Act, 2013 and taken on
record by the Board.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
* Mr. Suvash Biswas resigned from the Board of Directors of the Company
w.e.f. 29th May, 2014.
* Mr. Rohit Taparia was appointed as Company Secretary & Compliance
Officer w.e.f. 13th November, 2014 & he resigned on 31st May, 2015.
Miss. Noshin Thanawala was appointed as Company Secretary & Compliance
Officer w.e.f. 1st June, 2015, in place of Mr. Rohit Taparia.
* Mr. K.S. Govindarajan was appointed as Chief Financial Officer
(C.F.O.) of the Company w.e.f. 28th May, 2015.
STATUTORY AUDITORS
M/s. Vivekanandan Associates, Chartered Accountants, Chennai, [Firm
Registration No. 05268S] the Statutory Auditors of the Company, were
appointed by the Shareholders at their meeting held on 27th September,
2014 for a period of 5 years i.e. upto conclusion of 33rd Annual
General Meeting subject to ratification by Shareholders at every Annual
General Meeting as per the provisions of the Companies Act, 2013
('Act'). Pursuant to the Act, Members are requested to consider
ratification of their appointment and authorised the Board of Directors
including Audit Committee thereof to fix their remuneration for the
Financial Year 2015-16. In this regard, the Company has received a
Certificate from the Auditors to the effect that their appointment as
Auditors continues to be in accordance with the provisions of the Act.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013, Ms. Nivya Mandawat,
Practicing Company Secretary, was appointed in the Board Meeting held
on 28th May, 2015 to perform Secretarial Audit for the year 2014-2015.
The Secretarial Audit Report is annexed in this Annual Report (Annexure
II).
OBSERVATION OF SECRETARIAL AUDITOR
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report. Certain observations
made in the report with regard to non publication, late filings of
form, non appointment of Internal Auditor & non conduct of meeting were
mainly due to ambiguity and uncertainty of the applicability of the
same for the relevant period. However, the company would ensure in
future that all the provisions are complied to the fullest extent.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your
kind perusal and information. (Annexure - I)
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013 with respect to Directors' Responsibility Statement is hereby
confirmed that:
1) That in the preparation of the accounts for the financial year ended
31st March, 2015; the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the year and of the profit of
the Company for the year under review.
3) That the Directors have taken proper and sufficient care 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) That the Directors have prepared the accounts for the year ended
31st March, 2015, on a going concern basis.
5) Had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively; and
6) Had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and
operating effectively.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year 2014-15, the company has not given any loans or
guarantees covered under the provisions of section 186 of the Companies
Act, 2013.
RELATED PARTY TRANSACTIONS
As per Section 188 of the Companies Act, 2013, there were no materially
significant related party transactions made by the Company with
Promoters, Key Managerial Personnel or other designated persons which
may have potential conflict with interest of the Company at large.
However, the details of the transactions with related parties are given
in the financial statements.
DEPOSITS
During the year under review, the Company has not accepted any fixed
deposits from the public.
PERSONNEL
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company secretary in
advance.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS
A separate report on the Corporate Governance and Management Discussion
Analysis for the year under review, as stipulated in Clause-49 of the
Listing Agreement with the Stock Exchanges, has been attached as part
of this annual report.
ACKNOWLEDGEMENT
Your Directors would like to take this opportunity to express sincere
gratitude for the assistance and co-operation from the employees,
Bankers, Customers, Vendors and Shareholders during the year under
review.
INFORMATION AS REQUIRED UNDER DISCLOSURES AS PER RULE 8(3) OF THE
COMPANIES (ACCOUNTS) RULES, 2014
A. CONSERVATION OF ENERGY
The activities of the Company require minimal consumption of energy and
every effort has been made to ensure the optimal use of energy. All
possible measures have been taken to conserve energy.
B. TECHNICAL ABSORPTION
The Company has developed expertise for technology required for its
business and the same has been fully absorbed.
C. DETAILS OF POWER AND FUEL CONSUMPTION
Not applicable due to nature of business
D. FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange earnings: NIL
Foreign Exchange outgo: NIL
Place: Chennai For and on behalf of the Board of Directors
Date: 13th August 2015
MICHAEL ARUL
Chairman & Managing Director
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