Your Directors have the pleasure in presenting the FIFTEENTH ANNUAL REPORT and that ofthe Auditors together with the audited Balance Sheet as at 31st March 2010 and the Profitand Loss account for the year ended on that date.
The financial results for the year ended 31st March 2010 are as under:
| || ||Rs. (In Lacs) |
| ||31.03.2010 ||31.03.2009 |
|Income ||412.99 ||466.41 |
|Profits before depreciation and interest ||111.32 ||174.83 |
|Depreciation ||10.39 ||10.42 |
|Interest ||1.43 ||2.60 |
|Profit before Tax ||99.50 ||161.81 |
|Provision for taxation ||27.60 ||57.94 |
|Profit After Tax ||71.90 ||103.87 |
|Provision for Dividend ||32.16 ||Nil |
|Tax on proposed Dividend ||4.67 ||Nil |
|Transfer to general Reserve ||Nil ||Nil |
|Surplus carried to Balance Sheet ||35.07 ||103.87 |
COURSE OF BUSINESS AND OUTLOOK
During the year under review, the company's performance was Satisfactory. Your companyhad achieved an income of Rs.413 lacs as compared to Rs.466 lacs in previous year. Theprofit before tax stood at Rs.99.50 lacs as compared to Rs. 161.80 lacs in the previousyear. The out look in the forthcoming year is far better than the year under report.
The company has not accepted any fixed deposit during the year.
The Directors recommend a dividend of 5% exclusive of dividend tax for the financialyear ended 31st March 2010.
Mr.Deenadayalan and Mr.Delichand Jain retires by rotation and being eligible, offer forre-appointment.
INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to section 205C of the Companies Act, 1956, your company has transferred a sumof Rs.64,100 /- being unclaimed final dividend for the year 2001-02.
The auditors of the Company M/s.CHANDRANNA & SANKLECHA ., Chartered Accountantsretire at the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment.
PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIESACT,1956:
The Information as per Section 217 (2A) of the Companies Act 1956 required to be givenin the Directors report is annexed as Aneexure A herewith.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:
Being in to Forex business, Particulars with respect to Conservation of Energy asrequired under Part "a" of the above rules are NIL .
FOREIGN EXCHANGE EARNINGS/OUTGO:
Foreign Earnings: Rs.2.78 lacs ( P.Y.) Rs. 3.36 lacs Foreign Outgo : Rs.5.26 lacs (P.Y)NIL
DIRECTORS' RESPONSIBILITY STATEMENT:
Directors hereby declare:
I) that in the preparation of the annual accounts, the applicable accounting standardshad been followed along with proper explanation relating to material departures;
ii) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the company for that period;
iii) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularitiessubject to the inherent limitations that should be recognized in weighing the assurance;
iv) That the directors had prepared the annual accounts on a going concern basis.
Employee relations throughout the company were harmonious. The board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing thecompany's vision and strategy to deliver another record performance.-
Pursuant to clause 49 of the Listing Agreement, a report of compliance of corporategovernance as on 31/03/2010 duly certified by the auditors of the company is annexed(Annexure B)
Your directors would like to express their grateful appreciation for the support and cooperation of all stakeholders. At the very heart of our success and our ability to deliverquality service and satisfaction is the considerable skill and motivation of ouremployees. On behalf of all the company's stakeholders who benefit from the hard work ofthe employees, the Board would like to express its sincere appreciation and gratitude.
| ||For and on behalf of the Board |
| ||Sd/- |
|Place: Chennai ||P.Delichand Jain |
|Date : 31/05/2010 ||Chairman |
ANNEXURE 'A' TO DIRECTORS REPORT
Information as section 217 (2A) read with the Companies (particulars of Employees)Rules, 1975 and forming part of the Directors' Report- Details of remuneration paid forthe twelve months period ended 31st March 2010.
EMPLOYED THROUGHOUT THE PERIOD AND WERE IN RECEIPT OF REMUNERATION AGGREGATING NOT LESSTHAN RS.30, 00,000/- FOR THE YEAR ENDED 31st MARCH 2010.
|Name (Age) ||Designation/ Nature of Duties ||Remuneration Rs. ||Qualification/ Experience (Years) ||Date of Commencement of Employment ||Previous Employment |
|Dr. Ashok Kumar Kavad (47 Yrs.) ||Managing Director ||30,00,000/- ||MA,FCA,Phd (23 Years) ||01/10/2007 ||Prithvi Securities Limited Managing Director |
ANNEXURE-B TO THE DIRECTORS' REPORT
1. MANAGEMENT DISCUSSION AND ANALYSIS
I. PRITHVI SOFTECH is one of the pioneers in Foreign Exchange Business . Our Company'sidentity in the industry is well established and it's a brand in the market
II. Performance Review
The company had achieved a turnover of Rs.413 lacs as compared to Rs.466 lacs in lastyear and made a profit of Rs.71.89 lacs as compared to Rs. 103.86 lacs in the previousyear.
III. Risks & Concerns
The main risk to which the company is exposed is competition from the variouscompetitors, Exchange rate fluctuations -Nationally and Internationally etc. The companyhas consolidated its operations .This, we believe will strengthen the company to weatherany unforeseen volatility in its operations.
IV. Internal Control Systems
The company has adequate internal control systems and procedures commensurate with thesize and nature of its business. The Company has an Audit Committee comprising of NonExecutive Directors to monitor the functioning.
2. CORPORATE GOVERNANCE REPORT
Corporate Governance refers to the manner, in which a company is directed, and laws andcustom affecting that direction. It includes the manner in which company operates undervarious laws governing it, the bye laws established by itself for its operations and thedistribution of rights and responsibilities primarily among directors and managers. Thefundamental concern of corporate Governance is to ensure conditions whereby a company'sdirectors and managers act in the interest of the company.
PRITHVI is committed to highest standards of corporate Governance in all itsactivities.
I. Board of Directors
The present company's board strength is 6 comprising of 1 executive director and 5non-executive directors, of which 4 are independent.
II. Board Meetings & Attendance of Directors
During the year 2009-10,5 (Five) Board Meetings were held on the following dates:
III. Composition and Category of Directors:
|Name ||Designation ||Category ||No. of Board Meetings attended during 2006-07 ||Whether attended last AGM ||No. of directorships in public companies ||No. of committee member-ships/ (chairmanship) in public companies |
|1.Mr.P.Dlichand Jain ||Director ||NonExecutive & Non-independent (Promoter) ||5 ||YES ||NIL ||NIL |
|2.Dr.D.Ashok Kumar Kavad ||Managing Director ||Executive & Non-independent (Promoter) ||5 ||Yes ||Nil ||Nil |
|3.Mr.V.G.Venkatadri ||Director ||Non executive ||3 ||Yes ||Nil ||Nil |
|4.Mr.V.Krishnaswami, ||Director ||Non executive ||2 ||Yes ||NIL ||Nil |
|5.Mr. M.D.Vasudevan ||Director ||Non executive ||2 ||Yes ||Nil ||Nil |
|6.Mr.Deenadayalan ||Director ||Non Executive ||4 ||Yes ||Nil ||Nil |
IV. Directors seeking Reappointment
The required information regarding the details of directors who are seeking appointmentor reappointment is set out in the notes to the notice.
V. Disclosure of Director's Interests in Transaction with the Company
None of the non-executive directors had any pecuniary relationship or transaction withthe company pursuant to the provisions of Clause 49 VII (D) of the Listing Agreement otherthan sitting fees.
No director has been paid any remuneration as the Director of the Company except theexecutive directors who were being paid remuneration for acting as Managing / Whole TimeDirector of the Company.
VI. Code of Conduct
The board of directors had implemented a Code of Conduct to be applicable to alldirectors and employees.
3. AUDIT COMMITTEE
I. Terms of Reference
The audit committee of the company has been mandated with the same terms of referenceas specified in Clause 49 of the Listing Agreements with stock exchanges.
The audit committee.comprises 3 non-executive directors who have considerable financialexpertise and experience. The Head of Finance and the Statutory Auditors are permanentinvitees to the committee.
The committee met four times during the year.
4. REMUNERATION COMMITTEE
The Committee consists of 3 directors - all non executive and independent. Terms ofReference:
The Remuneration Committee has been constituted to recommend and review theremuneration packages of the Managing, Whole Time Directors, and to formulate a broadpolicy for management remuneration.
Meetings & Attendance:
During the year 2009-10, No meeting of the Remuneration Committee was held RemunerationPolicy:
The Remuneration Policy as outlined by the Committee aims at
- Recognising and rewarding performance and achievements,
-While fixing the remuneration of Directors, their contribution by way of theirprofessional services as directors, towards the growth of the Company.
This policy is in tune with current national and international practices.
5. SHAREHOLDER'S / INVESTOR'S GRIEVANCE COMMITTEE
A Shareholder's / Investor's Grievance Committee has been constituted by the Board tomonitor the redressal of the shareholders / investors grievances. The Committee reviewsthe status of complaints received from shareholders/investors and redressal thereof. Astatus report of shareholders complaints and redressal thereof is prepared and placedbefore the Shareholders / Investors Grievance Committee. As on 31-03-2010 no shares /debentures are pending for transfer for more than 15 days.
All complaints have been resolved to the satisfaction of shareholders with a reasonabletime.
The Committee consists of 3 non-executive independent directors: Pending shareTransfers:
There are no pending share transfers. As required by the regulations of SEBI, theissued and listed capital of the Company is reconciled with the aggregate of the number ofshares held by Investors in physical mode and in the demat mode. A certificate is beingobtained on a quarterly basis to this effect from a Practicing Company Secretary andsubmitted to the Stock Exchanges where the Company's Shares are listed. As on 31st March2010, there were no differences between the issued and listed capital and the aggregate ofshares held by investors inbothphysical form and in electronic form with the depositories.
6. GENERAL BODY MEETING
I. Meeting Details
|Year ||Location ||Date ||Time ||Number of Special Resolution passed |
|2006-07 ||"Nahar Hall",Deshbandhu Plaza,47, Whites Road,Roypettah,Chennai-14 ||27-09-2007 ||10.30 A.M ||Two |
|2007-08 ||Nahar Hall",Deshbandhu PIaza,47, Whites Road,Roypettah,Chennai-14 ||27-09-2008 ||11.00 A.M ||Nil |
|2008-09 ||"Nahar Hall",Deshbandhu Plaza,47,Whites Road,Roypettah,Chennai-14 ||30-09-2009 ||11.00 A.M ||Nil |
All the Resolutions were passed on a voting by show of hands. II. Postal Ballot
During the financial year under review, no postal ballots were used for voting atmeetings. At the ensuing AGM there is no item on the agenda that is required to be passedby postal ballot.
I. Related Party Transactions
There has been no materially significant related party transactions with the company'ssubsidiaries, promoters, directors, management or their relatives which may have apotential conflict with the interests of the company. Members may refer to the notes tothe accounts for details of other related party transactions.
II. Compliance with Regulations
The company has complied fully with the requirements of the regulatory authorities oncapital markets. There have been no instances of non-compliance by the company on anymatters related to the capital markets, nor as any penalty or stricture been imposed onthe Company by Stock Exchange, SEBI or any other Statutory authority.
III. Accounting Standards
The company has rigorously followed the accounting standards, laid down by theInstitute of Chartered Accountants of India.
IV. Risk Management
The audit committee regularly reviews the risk management strategy of the company toensure the effectiveness of risk management policies and procedures.
V. Remuneration to the Directors:
|Name ||Designation ||Total Remuneration paid during 2009-10 (Rs.) ||Performance Incentive ||Stock Options |
|1. Mr. P. Delichand Jain ||Director ||Nil ||Nil ||Nil |
|2. Dr.Ashok Kumar Kavad ||Managing Director ||30,00,000 ||Nil ||Nil |
|3. Mr.V.G.Venkatadri ||Director ||3000 ||Nil ||Nil |
|4. Mr.V.Krishnaswami, ||Director ||Nil ||Nil ||Nil |
|5. Mr. M.D.Vasudevan ||Director ||Nil ||Nil ||Nil |
|6. Mr. Deenadayalan ||Director ||4000 ||Nil ||Nil |
8. CEO/CFO CERTIFICATION
As required by clause 49 of the Listing Agreement, the certificate from ManagingDirector was placed before the Board of Directors.
9. COMMUNICATION APPROACH:
The company's financial results are published in the Makkal Kural and Trinity Mirror.
9. GENERAL SHAREHOLDER INFORMATION
The company has assigned a separate E-mail ID firstname.lastname@example.org forinvestor correspondence. The company's quarterly, Half-yearly and annual results arepublished in its official website www.prithvifx.com.
I. 15th Annual General Meeting :
The 15th annual general meeting will be held on 29th Septembert 2010 at "NaharHall",Deshbandhu Plaza,47, Whites Road,Roypettah,Chennai-14
II. Tentative Financial Reporting Calendar
|Financial Reporting 2010 ||From ||To ||Date |
|1st Quarter ||April ||June ||30th July |
|2nd Quarter ||July ||September ||30th October |
|3rd Quarter ||October ||December ||30th January |
|4th Quarter ||January ||March ||30th April Unaudited / Audited on or before 31-05-2011 |
|Annual General Meeting ||April 2010 ||March 2011 ||On or before September 2011 |
III. Book Closure
The date of closure is on 29/09/2010 .
IV. Stock Exchange Listing
|Stock Exchange ||Stock Code ||Listing Fees Paid Upto ||ISIN |
|Bombay Stock Exchange ||53168 ||31/03/2011 ||NSDLINE 706E01016 |
|Madras Stock Exchange ||OTL ||31/03/2011 ||CDSL INE621B01013 |
V. Market price data
High and low prices of Equity shares in the financial year 2009-10 were as follows:
|Month || |
Bombay Stock Exchange
| ||High (Rs.) ||Low |
|April 2009 ||9.93 ||6.31 |
|May 2009 ||15.90 ||9.89 |
|June 2009 ||14.80 ||11.65 |
|July 2009 ||14.20 ||10.50 |
|August 2009 ||16.20 ||11.50 |
|September 2009 ||14.86 ||11.50 |
|October 2009 ||16.59 ||13.92 |
|November 2009 ||16.00 ||13.60 |
|December 2009 ||16.70 ||12.55 |
|January 2010 ||19.50 ||15.50 |
|February 2010 ||17.00 ||14.30 |
|March 2010 ||18.60 ||11.65 |
VI. Share Transfer System
The Share Transfer work is being handled by Company's Registrar and Transfer Agents.
M/s. Integrated Enterprises (India) Limited.
2nd Floor. Kences Towers. No. 1, Ramakrishna Street North Usman Road, T.NagarChennai-600 017
The Company has established connectivity with the depositories, namely, NationalSecurities Depository Limited, Mumbai and Central Depository Services (India) Limited,Mumbai. The transfers are approved by the Share Transfer Committee. Share Transfers areregistered and despatched within a period of 30 days from the date of receipt if thedocuments are correct and valid in all respects. As on 31-03-2010 there were no validrequests pending for transfer of shares.
VII. Distribution of shareholding As on 31st March, 2010
|Category ||Number of Shares held ||% of holding |
|1. Promoters || || |
|Indian ||213725 ||3 89 |
|- Foreign ||Nil ||Nil |
|2. Persons acting in concert ||3497067 ||63.59 |
|3 Institutional Investors ||Nil ||Nil |
|a. Mutual Funds & UTI ||Nil ||Nil |
|b. Banks, Financial Institutions, Insurance Companies (Central/State Govt. Inst/Non-Govt Inst) ||Nil ||Nil |
|c Flls ||Nil ||Nil |
|4 Others || || |
|- Bodies Corporate ||432819 ||7.87 |
|- Indian Public ||1356156 ||24.66 |
|-NRIs/OCBs ||Nil ||Nil |
|- Other than specified above Clearing Members ||Nil ||Nil |
|Total ||5499767 ||100.00 |
|Paid-up Shares ||5499767 ||100% |
III. Distribution schedule as on 31/03/2010
|SI. No. ||Category of Shares || |
| || ||Nos. ||% ||Nos. ||% |
|1 ||1 - 500 ||4732 ||91.71 ||201849 ||3.67 |
|2 ||501 - 1000 ||278 ||5.39 ||185598 ||3.37 |
|3 ||1001 - 2000 ||85 ||1.65 ||124749 ||2.27 |
|4 ||2001 - 3000 ||14 ||0.27 ||33927 ||0.62 |
|5 ||3001 - 4000 ||15 ||0.29 ||51619 ||0.94 |
|6 ||4001 - 5000 ||5 ||0.10 ||21906 ||0.40 |
|7 ||5001 - 100000 ||8 ||0.16 ||54964 ||1.00 |
|8 ||100001 and above ||23 ||0.45 ||4825155 ||87.73 |
| ||TOTAL ||5160 ||100.00 ||5499767 ||100.00 |
IX. Dematerialisation of shares
The equity shares of the company are required to be compulsorily traded and settledonly in the dematerialised form.
X. Regd. Office Location
The company has its Regd. Office at # 33, Montieth Road, Egmore, Chennai -600 008.
XI. Dematerialisation of Shares and Liquidity
Shares of the company can be held and traded in electronic form. Approximately, 4245105being 77.19% shares have already been dematerialized.
| ||For and on behalf of the Board |
| ||Sd/- |
|Place: Chennai ||Dr. Ashok Kumar Kavad |
|Date: 31/05/2010 ||Managing Director |
AUDITOR'S CERTIFICATE REGARDING COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCEUNDER CLAUSE 49 OF THE LISTING AGREEMENT
To the members of PRITHVI SOFTECH LIMITED
We have examined the compliance of the conditions of Corporate Governance by thecompany for the year ended 31st March 2010 as stipulated in Clause 49 of the ListingAgreement of the said company with the Stock Exchange in India.
The Compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination was limited to procedures and implementation thereof, adoptedby the company for ensuring the compliance of the conditions of Corporate Governance. Itis neither an audit nor an expression of opinion on the financial statements of thecompany.
In our opinion and to the best of our information and explanations given to us, wecertify that the company has complied with the conditions of the Corporate Governance asstipulated in the above-mentioned Listing Agreement.
We state that in respect of investor grievances received during the year ended 31stMarch 2010 , no investor grievances are pending against the company for a period exceedingone month as per records maintained by the company which are presented to theshareholders/Investor Grievance Committee.
We further state that such compliance is neither an assurance as to the futureviability of the company nor the efficiency or effectiveness with which the management hasconducted the affairs of the company.
For CHANDARANA & SANKLECHA
Chartered Accountants Firm Regn. No: 000557S
BHARAT RAJ SANKLECHA
Membership No: 027539
Place: Chennai Date :31/05/2010
We have examined the above Cash Flow Statement of M/S PRITHVI SOFTECH LIMITED derivedfrom the audited financial statements for the year ended 31st March 2010. The statementhas been prepared by the company in accordance with the requirements of Clause 32 oflisting agreement with Stock exchange.
For CHANDARANA & SANKLECHA Chartered Accountants Firm Regd.No : 000557S
BHARAT RAJ SANKLECHA Proprietor
Membership No : 027539
Place: Chennai Date: 31/05/2010