Dear Members,
Your Directors have pleasure in presenting their 25th Annual Report for the Financial
Year 2015-16 together with the Audited Balance Sheet as at 31 st March, 2016 and the
Profit & Loss Account for the year ended on that date.
1. Financial summary or highlights/Performance of the Company (Standalone)
The Boards Report shall be prepared based on the stand alone financial statements of
the company.
(IN LAKHS)
| Particulars |
2015-2016 |
2014-15 |
| Gross Turnover |
2,76,000 |
37,388.00 |
| Profit/(Loss) Before Tax |
(7,80,302) |
(1,234,658.00) |
| Profit/(Loss) After Tax |
(7,80,302) |
(1,234,658.00) |
| Equity Share capital |
55,700,500.00 |
55,700,500.00 |
2. Performance: -
During the year 2015-16, the company has achieved a turnover of Rs.2,76,000 and
incurred a net profit/loss (7,80,302).
3. Dividend
The company has not declared any Dividend during the Financial Year.
4. Reserves
Since, the company has not declared the dividend during the financial year transfer of
amount from profits to reserves does not arise.
5. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the
Board has carried out an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit, Nomination
& Remuneration and Compliance Committees. The manner in which the evaluation has been
carried out has.been explained in the Corporate Governance Report.
6. Particulars of Employees
Your directors also place on record their deep sense of appreciation of the services of
the staff and workers of the Company, who have contributed for the administration of the
Companys affairs.
7. Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year five Board Meetings and five 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.
8. AUDITORS:
The Auditors, M/s. Hanumaiah & Co., Chartered Accountants, Vijayawada to hold the
office of the auditors for a period of five years i.e. from the conclusion of this 25th
Annual General Meeting till the conclusion of 29th Annual General Meeting of the Company
9. 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.
10. Internal Audit & Controls -
The Company has adequate internal control systems commensurate with the size of its
operations and for the purpose of exercising adequate controls of the day-to-day
operations. Systems are regularly reviewed to ensure effectiveness. .
11. Vigil Mechanism : n I 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.teknominaqua.co.in under investors/ policy documents/Vigil
Mechanism Policy link.
12. EXTRACTOFANNUALRETURN:
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.
13. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future
| S.NO CASE |
STAGE |
| 1. Appeal No. E/Mise 27/07, Dated : 9-5-2007 field before CESTAT, Banglore on the
orders issued by commissioner of appeals, Guntur on the tax imposed of Rs. 190 lacs
notices of Asll. |
Appeal field before CESTAT, Bangolore & Stay Granted |
| Commissioner - C.E, Nellore. |
|
| 2. Appeal No. 21/2003, Dated : 18-12-2Q03 in the matter of Buy-back of MPEDA |
Case is in pending before High Court of Kerala, Emakulam. - ; |
| Capital Investment of Rs. 16 lacs as per financial agreement dt : 31-3-1993 |
|
| 3. Bombay stock exchange Ref No-DCS/ |
Pending |
| COMP/TO/TB/252/2010-11 Dated . |
|
| 14-09-2011 Payment of Re-lnstalament fee of Rs 12.50 Laks Plus Service tax 9 12.36% |
|
16. Fixed Deposits:
The Company has not accepted any Fixed Deposits covered under Chapter V of the Act.
17. Corporate Governance Certificate
The Compliance certificate from the auditors or practicing company secretaries
regarding compliance of conditions of corporate governance as stipulated in Clause 49 of
the Listing agreement shall be annexed with the report.
18. MANAGEMENT DISCUSSION ANDANALYSIS Report
The Management Discussion and Analysis forms part of this Annual Report for the year
ended 31 st March 2016.
19. 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.
20. CONSERVATION OF ENERGY.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGSANDOUTGO
The particulars relating to Conservation of Energy, Technology absorption, Foreign
Exchange earnings and outgo as required under section 217 (1) (e) of the Companies Act,
1956 read with Companies (Disclosure of particulars in the Report of Board of Directors)
Rules, 1988 are as Follows
a) Conservation of Energy
The companys operations require low energy consumption. Adequate measures are taken to
conserve energy whenever possible.
b) Technology absorption, Adoption and Innovation
There is no information to be furnished regarding Technology Absorption as your Company
has not undertaken any research and development activity in any manufacturing activity nor
any specific technology is obtained from any external sources, which needs to b6 absorbed
or adopted.
21. Human Resources
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invest in attraction, retention and development of talent on
an ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement.
22. Directors Responsibility Statement
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that—
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) 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) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors, in the case of a listed company, 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) 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.
23. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s. VCSR &
Associates, 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.
24. De-Listing with Stock Exchanges
The company has received notice from BSE directing the company to delist its shares,
BSE also issued public notice on 23-06-2016 informing the public about the companies which
are about to be de-listed under compulsory de-listing category, it is very sad news to our
company, because our company is one of them in the said public notice. Subsequently Board
of Directors met on 9th July, 2016 and discussed about the various pros and cons to
restore the status of listing. As the Aqua Industry is not performing well the directors
could not find suitable solution to procure the financial assistance by way of loans from
Banks or Financial Institutions, funding is inevitable for running the company and td
bring the company in to profitable track but in view of the Aqua industry growth our
company was unable to find suitable prospective investor. As the Directors dont have any
option to avoid the compulsory delisting it is unanimously agreed for compulsory
de-listing, accordingly BSE has also been informed about the decision of the Board and MD
has been authorized to look after the process of compulsory de-listing. As per the SEBI
norms shareholders will be given exit opportunity to sell the shares at the price fixed by
valuer.
25. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work the Company
is" able to achieve the results.
For and on behalf of the Board of Directors
| Place: Vijayawada |
Sd/- |
| .Date: 09.07.2016 |
Peram Mastan Rao |
|
Managing Director |
+91-9892691696
