Colorchips New Media Ltd Directors Report.
Your Directors have pleasure in presenting herewith the 31st Annual Report on the business of the Company together with the Financial Statements for the financial year ended March 31, 2016.
|(Amount in Rs.)|
|Profit before Tax||1622.88||1863.31|
|Profit after Tax||67,800||1,52,943|
Your Directors have recommended a final dividend of 0.007% on the equity shares of the Company for financial year 2015-16.
TRANSFER TO RESERVES
No amount has been transferred to the reserves during the year under review.
The Company has neither accepted nor renewed any deposits from public as defined under the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ramabhotla Srinivasa Sudhish(DIN: 00027816), Chairman and Managing Director of the Company is liable to retire by rotation, being eligible offers himself for re-appointment.
During the year under review, the following changes took place on the Board of the Company:
|Name of the Director DIN||Type of Change||Date of Change|
|1 Ms. Annapantula Vydehi (DIN 06489491)||Appointment as Director||September 30,2015|
|2 Mr.Annapantula Seetaramamurthy (DIN 02191621)||Appointment as Director||September 30,2015|
|3 Mr. D Sai Satish Kumar (DIN 00853028)||Cessation||January 25,2016|
|4 Mr. Ramabhotla Srinivasa Sudhish [DIN:00027816]||Appointment as Chairman and Managing Director||February 01, 2016|
|5 Mr. Srinivasa Murthy Banda (DIN 03165686)||Appointment as Additional Director - Independent||February 01, 2016|
|6 Mr. Annapantula Seetarama Murthy [DIN 02191621]||Cessation||February 01,2016|
|7 Ms. Annapantula Vydehi [DIN 06489491]||Cessation||February 01,2016|
|8 Ms. Krishnapriya Vincent (DIN 07443638)||Appointment as Additional Director- Independent||February 19, 2016|
The following KMPs were appointed during the year:
|Name||Appointment||Date of Appointment|
|1 Ms. Monica Shrikant Gehlot||Company Secretary||February 01, 2016|
|2 Mr. RLVN Kishore Siram||Chief Financial Officer||February 01,2016|
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013.
The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.
The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The Chairman of the Board had one-on-one meetings with the Independent Director. These meetings were intended to obtain Directors inputs on effectiveness of Board/Committee processes. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non Executive Directors.
M/s. S N Murthy & Co., Chartered Accountants (FRN:002217S)., Hyderabad the statutory auditors of the Company were appointed in the 29th annual general meeting of the Company for a term of 5 years, subject to ratification by the members of the Company each year. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Board proposes their ratification as the Statutory Auditors of the Company for the FY 2016-17.
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.
SECRETARIAL AUDIT REPORT:
Sarada Putcha, Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and rules there-under. The secretarial audit report for FY 2015-16 forms part of this Annual Report as Annexure -1.
In response to the observations of the secretarial auditor, it is hereby submitted that your Company was in the processing of identifying a suitable person and accordingly has appointed Ms. Monica Gehlotas Company Secretary w.e.f.February 01,2016.
STATE OF COMPANIES AFFAIRS
The Company made an application to the BSE Ltd. for listing of its 8,10,49,500 equity shares of Re. 1/- each on the exchange platform.Subsequently, the Company has received the listing and trading approval from BSE Ltd. vide their letter DCS/DL/AP/TP/259/2016-17 dated July 26, 2016. The trading of the securities of the Company commenced on the BSE Limited w.e.f. August 2,2016.
The Audit Committee of the Company is duly constituted. The following are the members:
|Mr. Kotturi Ravi Kumar||Chairman and Member|
|Ms. Krishnapriya Vincent||Member|
|Mr. Ramabhotla Srinivasa Sudhish||Member|
NOMINATION AND REMUNERATION POLICY
A committee of the Board has been formed which is named as "Nomination and Remuneration Committee" which has been entrusted with the task to recommend a policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and evaluation of their performance and to recommend the same to the Board from time to time. Nomination and Remuneration Policy of the Company is enclosed herewith as
The following is the composition of the Nomination and Remuneration Committee:
|Ms. Krishnapriya Vincent||Chairperson and Member|
|Mr. Srinivasa Murthy Banda||Member|
|Mr. Kotturi Ravi Kumar||Member|
INVESTOR GRIEVANCE COMMITTEE
The following is the composition of the Investor Grievance Committee
|Mr. Kotturi Ravi Kumar||Chairperson and Member|
|Mr. Srinivasa Murthy Banda||Member|
|Mr. Ramabhotla Srinivasa Sudhish||Member|
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 in connection with corporate social responsibility are not applicable to the Company.
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.
RISK MANAGEMENT POLICY
The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Companys process and policies for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. There are no material risks which threaten the very existence of the company.
INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls which commensurate with the size of the business of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuantto Section 134 (5) of the Companies Act, 2013 Your Directors confirm that:
i. in preparation of annual accounts for the financial year ended 31st March, 2016 the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. 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 true and fair view of the state of affairs of the Company at the end of the financial year ended March 31,2016 and of the profit and loss of the Company for the year;
iii. the Directors have taken proper and sufficient care for their maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors had prepared the annual accounts on a going concern basis;.
v. 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.
vi. 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.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE OUTGO
Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure-III.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure -IV.
During the year under review, seven (7] board meetings were held on May 11, 2015, August 14, 2015, September 01, 2015, October 03, 2015, January 25, 2016, February 01, 2016 and February 19,2016. Majority of Directors of the Company attended all the Board Meetings.
PARTICULARS OF EMPLOYEES
Pursuant to Rule 5(2] of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, during the financial year no employee was in receipt of remuneration of Rs. 1.02 Crore or more, or where employed for part of the year was in receipt of Rs. 8.5 Lakh or more a month.
Disclosure under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel] Rules, 2014 is enclosed as Annexure-V.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is enclosed as Annexure - VI to this report. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
During the year under review, the Company has not granted any Loans, given guarantees or made investments covered under Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.
DETAILS OF SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any associate, joint venture or subsidiaries as on March 31, 2016.
There are no companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the financial year 2015-2016.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
4. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and date of report.
5. No change in the nature of business of the Company.
Your Directors further state that during the year under review, there were no cases filled/registered pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Directors place on record their appreciation of the continued patronage extended to the Company by bankers, dealers, customers, suppliers, employees and shareholders. The trust reposed in your Company by its esteemed customers helped stabilized growth during the year review.
Your Company also acknowledges the support and guidance received from its Bankers, other government agencies during the year under review and look forward to continuing support.
|For and on behalf of the Board|
|Ramabhotla Srinivasa Sudhish|
|Chairman &Managing Director|
|September 01, 2016|