To
The Members,
Your Board is pleased to present the 36th Annual Report on the business and operations
of the Company, together with the Audited Financial Statements and Auditors Report for the
financial year ended 31st March 2017.
Pursuant to the notification dated February 16, 2015 issued by the Ministry of
Corporate Affairs, the Company has adopted the Indian Accounting Standards ("IndAS
") as prescribed under section 133 of the Companies Act, read with the Companies
(Indian Accounting Standards) S Rules, 2015 with effect from April 1,2016. Financial
statements for the year ended and as at March 31, 2016 have been restated to conform to
Ind AS.
FINANCIAL HIGHLIGHTS:
| Rs in Lakhs |
| Particulars for the year ended March 31st |
2017 |
2016 |
| Revenue from operations |
|
|
| Sales/Income from Operations |
278.85 |
271.08 |
| Other income (net) |
23.08 |
394.12 |
| Total income |
301.93 |
665.20 |
| Expenses |
|
|
| Operating Expenditure |
370.59 |
1987.38 |
| Depreciation and amortization expenses |
5.99 |
7.24 |
| Other expenses |
1341.03 |
721.74 |
| Total expenses |
1717.61 |
2716.36 |
| Other income |
|
|
| Finance Cost |
50.51 |
35.44 |
| Exceptional Items |
1429.84 |
|
| Profit before tax |
(2896.03) |
(2086.60) |
| Tax Expenses |
|
|
| Net Profit /(Loss) after tax |
(2896.03) |
(2086.60) |
| Other comprehensive income |
0.94 |
10.90 |
| Minority interest |
|
|
| Total Comprehensive income |
0.94 |
10.90 |
| Earnings Per Share |
|
|
| Basic |
(54.84) |
(39.51) |
| Diluted |
|
|
RESULTS FROM OPERATIONS
The total income for your company for the financial year ending March 2017 was
Rs.301.93 lakhs, against Rs.665.20 Lakhs for the year ending March 2016 and decrease of
54.65 % over the previous year, due to right sizing of the ICTD and SED business.
TURNOVER AND PROFITABILITY
The gross sales and other income for the financial year under review was Rs.301.93
Lakhs. The profit before tax (after depreciation and financial charges) was (Rs.2896.03)
Lakhs and profit after Tax was (Rs.2896.03) Lakhs. This was due to writing-off of Bad
debts accumulated over many years.
DIVIDENDS
Your Directors have not recommended any dividend for the year ended 31st March 2017.
TRANSFER TO RESERVES
An amount of Rs. (6167.57) Lakhs is proposed to be retained in statement of Profit and
Loss.
CHANGES IN SHARE CAPITAL
There is no change in the authorized, and paid up Share Capital of the Company.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
During the year under review, the Company has not issued Shares with Differential
Rights.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
During the year under review, the Company has not issued Shares under Employee Stock
Options.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:
During the year under review, the Company has not issued Sweat Equity Shares.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The report, as required, is given as Annexure I and forms part of the Directors
Report.
CONSERVATION OF ENERGY
Your Company does not fall under the category of power intensive industries. Adequate
measures have, however, been taken to reduce energy consumption by using Energy efficient
Computer terminals. Low power consumption electrical equipments are used when required,
thereby enhancing energy efficiency.
FOREIGN EXCHANGE EARNINGS AND OUTGO.
Foreign Exchange Earning and outgo is Nil.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There were no employees, who were in receipt of remuneration in excess of Rupees One
Crore Two Lakhs or more or employed part of year and in receipt of remuneration in excess
of Rupees Eight Lakhs Fifty Thousand or more, a month, under information as per Section
197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016.
Having regard to the provisions of the first proviso to Section 136(1) of the Act and
as advised, the Annual Report excluding the information on Disclosures pertaining
remuneration and other details as required under Section 197 (12) of the Act read with
Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Amendment Rules, 2016 is being sent to the members of the Company. The said information is
available for inspection at the registered office of the Company during working hours and
any member interested in obtaining such information may write to the Company and the same
will be furnished on request.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate
Governance as stipulated under the Listing Regulation forms an integral part of this
Report. The requisite certificate from the Practicing Company Secretary of the Company
confirming compliance with the conditions of Corporate Governance is attached to the
report on Corporate Governance.
DIRECTORS RESPONSIBILITY STATEMENT Your Directors state that
a) In the preparation of the Annual Accounts for the year ended March 31, 2017 the
applicable accounting standards have been followed and there are no material departures
from the same.
b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance the provisions of the Act for safe guarding the assets of
the Company and for preventing and detecting fraud and other irregularities.
d) The Directors have prepared the annual accounts on the going concerns basis.
e) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively and
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
LISTING OF SECURITIES
Your Companys Equity Share continues to remain listed on BSE Limited. As per the
requirements of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, which came in effect from 1st December 2015, a
shortened version of the Uniform Listing Agreement was signed by the Company with BSE
Limited. Your Company is yet to pay listing fees to the BSE Limited for the financial year
2016-17 & 2017-18.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits from the public during the financial
year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL INDUCTION.
RETIREMENT AND REAPPOINTMENTS
As per the provisions of the Companies Act, 2013, Mr. Vivek Kumar Malotra(DIN:
07065198), retires by rotation and being eligible, offers himself for re-appointment at
the ensuing Annual General Meeting. The Board of Directors recommends the appointment of
Mr. Vivek Kumar Malhotra, at the ensuing Annual General Meeting.
At the 33rd Annual General Meeting held on September 30, 2014, Mr.Rajkumar
Tulsidas Raisinghani (DIN: 01411084), was appointed as an Independent Director of the
Company to hold office till the conclusion of Annual General Meeting to be held in year
2017. Pursuant to the recommendation of the Nomination and Remuneration Committee, the
Board of Directors of the Company approved, subject to Members approval, re-appointment
of Mr.Rajkumar Tulsidas Raisinghani as the Independent Director for a second term of five
years to hold office up to the conclusion of the 41st Annual General Meeting of the
Company, based on his experience, knowledge and outcome of performance evaluation.
The Company has received notices under section 160 from Member, along with the
requisite deposit, signifying his intention to propose reappointment of Mr.Rajkumar
Tulsidas Raisinghani (DIN: 01411084). Accordingly, necessary resolutions are being placed
for approval of the Members at the 36th Annual General Meeting of the Company.
The Directors seek your support in confirming the appointments of Directors in the
ensuing Annual General Meeting.
RESIGNATION
Dr.Suchitra Misra, Non Executive Director resigned with effect from close of business
hours of 14.12.2016.
Mr. Chandrasekar PV resigned as Managing Director of the Company w.e.f. 28.12.2016.
The Board places on record appreciation for the immense contributions made by
Dr.Suchitra Misra and Mr. Chandrasekar PV during their tenure, as Directors.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declaration from Independent Directors that they
meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013
and the provisions of Regulation 16(1) (b) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Training of Independent Directors.
To familiarize the new inductees with strategy operations and functions of our Company,
Senior Managerial personnel make presentations on Companys strategy, organization
structure, products, technology, quality, facilities. Further at the time of appointment
of an Independent Director, the Company issues a formal letter of appointment outlining
his or her role, function, duties and none of the Directors of your Company are related to
each other.
Based on the confirmation received, none of the Directors are disqualified for being
appointed/re-appointed as directors in terms of Section 164 the Companies Act, 2013.
During the year under review, no stock options were issued to the Directors of the
Company.
POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND EVALUATION
Your Company has in place, the Nomination Remuneration and Evaluation Policy of the
Company on Directors appointment and remuneration, including criteria for determining
qualifications, positive attributes, independence of Director and other matters provided
under sub Section (3) of Section 178 of the Companies Act, 2013. The Policy also contains
the evaluation framework as stipulated under SEBI Listing Regulations, 2015 which mandates
that the Board shall monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual Directors. The evaluation of all the
Directors and the Board as a whole was conducted based on the criteria and framework
adopted by the Board and as per Guidance Note on Board Evaluation issued by the Securities
Exchange Board of India on January 05, 2017.
MEETINGS OF THE BOARD
8 (Eight) Meetings of the Board of Directors were held during the year. For further
details, please refer report on Corporate Governance section in this Annual Report.
COMMITTEES OF THE BOARD.
Currently, the Board has Four Committee: Audit and Risk Management Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate
Social Responsibility Committee.
A detailed note on the Composition and Scope of the Committees is provided under the
Corporate Governance Section in this Annual Report.
AUDITORS
As the term of M/s. B.V. Swami & Co., Statutory Auditor, comes to an end at the
conclusion of ensuing Annual General Meeting, approval of members is sought at the ensuing
36th Annual General Meeting to appoint M/s. B.V. Swami & Co., Chartered Accountants,
Bangalore as Statutory Auditors for period of three years, to hod office till the
conclusion of 39th Annual General Meeting.
M/s. B.V. Swami & Co, Chartered Accountants, have conveyed their consent to be
appointed as the statutory Auditors of the Company.
SECRETARIAL AUDITOR
The Board has appointed Mr. Vijayakrishna KT, Practising Company Secretary, to conduct
Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the
financial year ended March 31, 2017 is annexed herewith marked as Annexure II in the Form
of MR 3 to this Report. The Board of Directors of the Company hereby furnish following
explanations and clarifications with respect the observations made by the Secretarial
Auditors in their report dated 01.08.2017 under the heading observations in points (a) to
(d):
(a) The Company will take necessary steps to comply the appointment of Internal
Auditor.
(b) Company will take necessary steps to appoint CFO & Company Secretary during the
current Financial Year.
(c) The Company will ensure & take corrective action to strengthen Secretarial
standards.
(d) Due to technical issues in making the requisite returns, digitally signing the same
and uploading, delays occurred in filings of certain returns. Extreme levels of care and
caution will be exercised to ensure that such delays do not occur again and ensure to
update registers.
RISK MANAGEMENT
The Company has laid down risk assessment and minimization procedures which are in line
with the best practices in the industry and as per its experience and objectives. The Risk
Management system is reviewed periodically and updated.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation were observed.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arms length
basis. During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions. Accordingly, the
disclosure of Related Party Transactions as required under Section 134 (3) (h) of
Companies Act, 2013 in Form AOC-2 is not applicable.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may accessed on the Companys website at the link: http://www.amdlcorp.com/pdf/AMD-Policy on
Related Party Transactions.
Your Directors draw attention of the members to Note 12a to the financial statement
which sets out related party disclosures.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The particulars of loans, guarantees, and investments have been disclosed in the
financial statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee (CSR Committee appointed by the Board) as
formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicated the activities to be undertaken by the Company, which has been approved
by the Board. The CSR policy may be accessed on the Companys website at the link http://www.amdlcorp.com/ AMDL-CSR Policy.pdf.
Due to non-availability of profits the Company was not required to spend any amount on
CSR activities during the financial year 2016-17.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company promotes ethical behaviour in all its business activities and has put in
place a mechanism for reporting illegal or unethical behaviour. The Company has a vigil
mechanism and Whistle Blower policy under which the employees are free to report
violations of applicable laws and regulations and the code of conduct to chief vigilance
officer and Audit and Risk Management Committee of the Board. The Company further confirms
that no personal have been denied access to the Audit & Risk Management Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed on the
Companys website at the link: http://www .
amdicorp.com/AMDL-Whistle Blower Policy.pdf
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure III to this
Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
There have been no material changes and commitments, affecting the financial position
of the Company which occurred during between the end of the financial year to which the
financial statements relate and the date of this report
SIGNIFICANT AND MATERIAL ORDERS
No order was passed by any court or regulator or tribunal during the year under review
which impacts going concern status of the Company.
DISCLOSURE UNDER THE SEXUAL HARSSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in Companys premises through various interventions and
practices. The Company always endeavours to create and provide an environment that is free
from discrimination and harassment including sexual harassment.
A policy on prevention of Sexual Harassment at Workplace has been released by the
Company. The policy aims at prevention of harassment of employees and lays down the
guidelines for identification, reporting and prevention of undesired behaviour. Three
member Internal Complaints Committee (ICC) was set up from the senior management with
women employees constitution majority. The ICC is responsible for redressal of complaints
related to sexual harassment and follows the guidelines provided in the policy.
No complaints pertaining to sexual harassment was reported during the year.
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