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Your Directors have pleasure in presenting their 27thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.
1.Financial summary or highlights/Performance of the Company:
The Boards Report is prepared based on the financial statements of the company.
(Amt. in Lakhs)
|S No Particulars||Standalone||Consolidated|
|1. Revenue from Operations||1229.92||2891.79||2568.51||3357.43|
|2. Operating Expenditure||1189.19||2833.61||2510.80||3295.95|
|3. Extraordinary Expenses||-||-||-||-|
|4. Profit before Tax||0.87||4.35||(1.90)||1.44|
|5. Profit after Tax||(1.57)||3.82||(4.34)||0.76|
|6. Balance carried to Balance Sheet||(1017.00)||(1015.44)||(1011.74)||(1007.39)|
2. Brief description of the Companys working during the year/State of Companys affairs
On Consolidated basis, revenue for the year 2018-19 stands at Rs. 25,68,50,669/-, which reduced by 30.72% as compared to Rs. 33,57,43,162/- in 2017-18, and the net loss for the year 2018-19 stands at Rs.4,34,107 as compared to profit of Rs. 76,226/- in the year 2017-18
On Standalone basis, revenue for the year 2018-19 is at Rs. 12,29,91,658/- and the Net loss for the year at Rs.1,56,698/-
There is no change in the nature of business during the period under review.
3. Dividend and Reserves
During the period under review, profits were not appropriated to any reserves.
4. Change in Capital Structure
There is no change of capital structure since the closure of Financial Year 2018-19 till the date of notice.
5. Subsidiary Company
As on March 31, 2019, the Company has two subsidiary companies namely:
i. Netocol System and Solutions Private Limited (Wholly Owned Subsidiary)
ii. Amaravati Global Solutions Private Limited
As per the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), a statement containing salient features of the financial statements of the Companys subsidiary in Form AOC-1 is annexed as "Annexure-A" and forms an integral part of this Report. Pursuant to the provisions of Section 136 of the Act, the financial statements along with the relevant documents and separate audited financial statements in respect of subsidiary is available on the website of the Company.
6. Public Deposits:
Your Company has not accepted any deposits from the public within the meaning of Chapter V of the Act and as such, no amount of principal or interest was outstanding as on the balance sheet date.
7. Corporate Governance Report And Management Discussion And Analysis
Separate reports on Corporate Governance Report and Management Discussion and Analysis as required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR), 2015"] forms part of this Annual Report along with the required Certificate from the Statutory Auditors of the Company confirming the compliance of requirements of Corporate Governance as stipulated in the SEBI (LODR) Regulations, 2015.
8. Directors and Key Managerial Personnel
During the period under review, there is change in Composition of Board.
Mr. G Suresh Babu resigned from the position of director on 16th April 2019 and Mr. Naresh Konda joined the position of Whole-Time Director from 16th April 2019. Mr. Phaneedra Bondalapati joined Company as Chief Financial Officer (CFO) on 14th February 2019 in place of Mr. Parne Venkateshwar Reddy who resigned on 14th February 2019. Ms. Sakshi Mathur was appointed 05th April 2019 as Company Secretary cum Compliance officer of the Company.
Mr. Prabhakara Rao Alokam will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors recommends his re-appointment at the ensuing Annual General Meeting.
Declaration of Independence by Independent Directors
The Independent Directors of your Company have submitted declaration confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations
9. Familiarization Programme
The Company has formulated a Familiarization Programme for Independent Directors with an aim to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc., to provide them with better understanding of the business and operations of the Company and so as to enable them to contribute significantly to the Company.
10. 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.
During the year Eight (8) Board Meetings and Three (4) 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
12. Board Evaluation
Pursuant to section 178 (2) of the Companies Act,2013 the Nomination and Remuneration Committee has evaluated the performance of individual directors in its duly convened meeting. Pursuant to section 134(3)(p) of the Companies Act,2013 and Regulation 4(2)(f)(ii)(9) of the SEBI (LODR)(Erstwhile 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.
13. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Remuneration policy is stated in the Corporate Governance Report.
M/s M M Reddy & Co. Chartered Accountants, (FRN: 010371S) 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 26th AGM.
15. Auditors Report
The Auditors Report contains qualifications. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
16. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/Subhash Kumar & Co., Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.
17. Risk management policy
A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.
18. 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 II.
19. 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
There are no material changes occurred during the financial year of the Company to which financial statements relate and the date of the report.
20. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future
During the period under review, there are no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future
During the period under review, the company has not accepted any deposits as envisaged under Section 74 and 76 and Companies (Acceptance of Deposits) Rules, 2014
22. Particulars of loans, guarantees or investments under section 186
During the period under review, the company has not given any loans, guarantees but has made investments as envisaged under Section 186 of Companies Act, 2013.
23. Particulars of contracts or arrangements with related parties
There are no related party transactions in the Company during the year
24. Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Regulation 27 of SEBI(Listing Obligations and Disclosure Requirement), Regulations, 2015 (Erstwhile Clause 49 of the Listing Agreement) is annexed with the report.
25. Management Discussion and Analysis
The Management Discussion and Analysis forming part of this Annual Report has been discussed elsewhere in the Report.
26. Statutory Disclosures
In terms of the provisions of Section 134 of the Companies Act, 2013, read with the Companies Rules as amended, the names and other particulars of the employees are set out in the Directors Report. However, as per the provisions of Section 219 (b) (IV) of the said Act read with Regulation 36 of Listing Obligations and Disclosure Requirements, 2015 , the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.
27. 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 9thDecember, 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.
The Final charter of policy for prevention of Sexual Harassment of Women at workplace is yet to be adopted.
28. Conservation of energy, technology absorption and foreign exchange earnings and outgo
As per section 134 (3) (m) of the Companies Act, 2013 the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows
(a) Energy, technology absorption: Nil
(b) Foreign exchange earnings: Nil
(c) Foreign exchange Outgo: Nil
29. Corporate Social Responsibility (CSR)
Corporate Social Responsibility (CSR) is not applicable to the company as the threshold as mentioned in the provisions Companies Act, 2013 is not applicable to our Company.
30. Vigil Mechanism/Whistle Blower
Your Company has a Vigil Mechanism in place as required under Section 177 of the Act and the SEBI (LODR)Regulations, 2015 and SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The mechanism provides for adequate safeguards against victimization of persons who use such mechanism and make employees. aware of such policy to enable employees to report instances of leak of unpublished price sensitive information and make provisions for direct access to the Chairman of the Audit Committee.
31. 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 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.
32. Listing with Stock Exchanges:
The Company confirms that it has not paid the Annual Listing Fees for the year 2019-20 to BSE Limited, where the Companys Shares are listed.
Your Directors take this opportunity to express their gratitude for the valuable support extended by the customers, banks, financial institutions, investors, business associates, central & state government authorities. Your Directors also appreciate the employees at all levels for their continued support to the Company. Your Directors believe that with the whole hearted support of employees, stakeholders, bankers and our valuable customers, we will continuously excel in the path of success and growth.
|For and on behalf of the Board of Directors|
|Date: 05.09.2019||(DIN: 08163277)|