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You can view full text of the latest Director's Report for the company.

BSE: 532354ISIN: INE400B01020INDUSTRY: IT Consulting & Software

BSE   ` 12.09   Open: 12.00   Today's Range 11.99
12.09
+0.57 (+ 4.71 %) Prev Close: 11.52 52 Week Range 6.21
17.59
Year End :2015-03 
The Directors have pleasure in presenting their 17th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1.FINANCIAL RESULTS

Particulars                      2014-15 
                                 (Rs)           2013-14 
                                                (Rs)

Revenue from Operations          725,000        701,000

Operating Expenditure            872,296        533,758

Profit before Tax                132,013        298,177

Profit after Tax                 109,311        197,994
Balance carried to Balance Sheet 109,311 197,994

During the year under review, your Company had earned a total income of Rs 10.52 Lakhs as against Rs 9.64 Lakhs during the previous year and the Net Profit for the current year is Rs. 1.09 lakhs as against a Net Profit of Rs. 1.98 Lakhs for the previous year. Despite the serious efforts that have been put by the Management, Your Company could not succeed in getting new business opportunities in Media and Broadband Internet Segments due to global economic slowdown and lack of adequate resources at the disposal of the Company. Your Company is considering various other options, details of which would be communicated to the Members in due course. There is no change in the nature of business.

2. DIVIDEND

In view of inadequate profits, your Board could not recommend any dividend for the financial year 2014- 15.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) In accordance with the provisions of Companies Act, 2013, Mr. P. Shyam Prasad, Executive Director of the Company would retire by rotation and, being eligible, offer himself for re- appointment. The Board recommend to the shareholders for his re-appointment.

b) Mr. B V Satya Sai Prasad and Mr. Hafeezuddin Shaik Imam, Independent Directors have resigned from the office of Director of the Company w.e.f. 14-08-2015.

c) Smt. N Vasundhara Mani, Mr. Muvva Kondala Rao, and Mr. Panjugula Srisail Reddy have been appointed as Additional Directors on 14-08-2015. Ms. Vemula Tejaswini has been appointed on 31-03-2015

d) As required under Section 134 (3) (d) of the Companies Act, 2013, All independent directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

e) Other Disclosure

Board Evaluation

Pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Selection and Remuneration Policy

On the recommendation of the Nomination & Remuneration Committee, the Board has discussed and framed a policy for selection and appointment of Directors, Senior Management. However, since the Company is not doing well, the remuneration policy is yet to be finalized.

Meetings

During the year 6 (SIX) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Change in Management:

During the year under review, the Company was taken over by Mrs. Vasundhara Mani Namburu through open process and acquired entire holding of the previous promoter "Savera Construction Pvt Ltd"

4. PARTICULARS OF EMPLOYEES

None of the employees has received remuneration exceeding the limit as stated in rule 5 (2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014.

5. DETAILS OF SUBSIDIARY

During the period under review, your Company has no Subsidiary Company.

6. AUDITORS:

M/s. M.M. Reddy & Co. (FRN No. 01371S), Chartered Accountants, Hyderabad, the present Auditors, has been appointed for Five consecutive years (Subject to the ratification by the shareholders at each AGM held after the previous AGM) by the shareholders at the previous AGM. The Board of Directors recommends the ratification of appointment of M.M. Reddy & Co., Chartered Accountants, at the ensuing Annual General Meeting.

7. AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

8. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as (Annexure I).

9. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. VCSR & Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as (Annexure II) to this report. The report is self-explanatory and do not call for any further comments.

10. INTERNAL AUDIT & CONTROLS AND THEIR ADEQUACY

There are proper internal control policies installed in the Company commensurate with the size and operation of the Company. Owing to less numbers of operations in the Company, internal control policies are taken care by the employees.

11. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.vgml.com

12. RISK MANAGEMENT POLICY

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

13. 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

During the period of review, there are no material changes affecting the financial position of the company.

14. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company's future operations.

15. DEPOSITS

The Company has not accepted any fixed deposits from the public, and as such no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review, the Company has not entered into any related party transaction as envisaged under Section 188 of the Companies Act, 2013.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

As the company is not doing well from the last couple of years, the rules in connection with spending of money on specified projects under corporate social responsibility rules as envisaged under section 135 of the Companies Act, 2013 are not applicable to the Company. As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges.

18. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

1. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, your directors confirm:

(a) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

(b) That the directors had 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 financial year and of the profit and loss of the Company for that period.

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

(d) That the directors had prepared the annual accounts on the going concern basis.

(e) That 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.

(f) That 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.

20. LISTING WITH STOCK EXCHANGES:

Presently, the Equity Shares of the Company are listed on Bombay Stock Exchange Limited [BSE]. The Company confirms that it has paid Annual Listing Fees due to BSE for the financial year 2015-16.

21. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out separately in this annual report together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

22. ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge and appreciate the support extended by the Bankers of the Company. Your Directors express their grateful thanks to our valued shareholders for the trust and confidence reposed in the Company.

                                                By order of the Board

                                       For VIRGO GLOBAL MEDIA LIMITED

                               Sd/-                              Sd/- 

                               P Shyam Prasad       N Vasundhara Mani 

                               Whole-time Director           Director

Place: Hyderabad               (DIN: 02713599)        (DIN: 01646183)
Date : 30.11.2015