Dear Shareholders,
The Directors have pleasure in presenting their 27th Annual Report on the
business and operations together with theAudited Statement ofAccounts of the Company for
the year ended 31st March, 2016.
1. FINANCIALRESULTS:
The Financial results are briefly indicated below:
| Particulars |
Year Ended |
|
2015-16 |
2014-15 |
| Total Income |
Rs. 2.00 |
Rs.91.43 |
| Total Expenditure |
Rs. 3.04 |
Rs.91.64 |
| Profit/Loss before Taxation |
(Rs.1.04) |
(Rs.0.20) |
| Profit/Loss after Taxation |
(Rs.1.04) |
(Rs.0.20) |
| Profit/Loss brought forward |
... |
— |
| Transfer from General Reserve |
... |
— |
| Balance carried to Balance Sheet |
... |
... |
2. REVIEW OF OPERATION:
The Company has incurred loss of Rs. 1.04 lacs financial year. Since there were no
business activities during the year, the Company has incurred cash loss. However, Your
Directors are exploring various new opportunities and expect to achieve better performance
in the future taking maximum efforts to control the costs and optimize the results in the
coming years.
3. DIVIDEND:
During the year under review, owing to the accumulated losses, the Directors do not
recommend any dividend.
4. DEPOSITS:
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
5. PARTICULARS OF EMPLOYEES:
Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended up to date is not applicable since your Company has no such employees.
6. DIRECTORS:
Mr. Parth Kanabar who retire by rotation being eligible offers themselves for
re-appointment at the ensuingAnnual General meeting.
Independent Directors have given declarations that they meet the criteria of
independence as laid down under section 149(6) of the CompaniesAct, 2013 and clause 49 of
the ListingAgreement.
7. SUBSIDIARIES:
Since the Company has no subsidiaries, provision of Section 129(3) of the CompaniesAct,
2013 is not applicable.
8. Particulars of loans, guarantees or investments
The Company has not given any loans or guarantees or made any investments covered under
the provisions of section 186 of the CompaniesAct, 2013.
9. Number of Meetings
The Board has met 5 (Five) times during the financial year, the details of which are
given in the Corporate Governance Report that forms part of this Annual report. The
intervening gap between any two meetings was within the period prescribed by the
CompaniesAct, 2013.
10. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 4 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out an evaluation of its own performance, the Directors
individually as well as the evaluation of the working of itsAudit, Appointment &
Remuneration Committees.
11. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with
respect to Directors Responsibilities Statement, it is hereby confirmed:
a) that in the preparation of the annual accounts for the financial year ended 31st
March, 2016 the applicable accounting standards had been followed along with proper
explanation relating to material departures.
b) that the Directors has 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 or loss of the Company for the year review.
c) that the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities, and,
d) The Directors had prepared the accounts for the financial year ended 31st March,
2016 on a going concern basis.
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.
12. RELATEDPARTYTRANSACTIONS:
There are no materially significant related party transactions made by the Company with
Promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with interest of the Company at large. Information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies
(Accounts) Rules, 2014 are given in Annexure VI in FormAOC-2and the same forms part of
this report.
13. CONSERVATIONOFENERGYANDTECHNOLOGYABSORPTION:
Since the Company is not manufacturing activity as like a unit provision of Section
134(3)(m) of the CompanyAct, 2013, read with the Rule 3 of Companies (Account) Rules, 2014
regarding conservation of energy, technology absorption and foreign exchange earnings and
outgo is not applicable. (Annexure -I)
16. INTERNALAUDITOR:
The Company has internal financial controls set out in the accounting system and Head
of the Department controls all the financial and accounting decisions in the capacity as
InternalAuditor.
17. AUDIT COMMITTEE:
Audit Committee is consisting of Mr. Vaibhav Kulkarni- Chairman, Mr. Parth Kanabar and
Mr. Vikas Lathi as members of theAudit Committee.
18. STAKEHOLDERS RELATIONSHIP COMMITTEE (Previously SHAREHOLDERS AND INVESTOR
GRIEVANCE COMMITTEE):
Stakeholders Relationship Committee is consisting of Mr. Vaibhav Kulkarni- Chairman,
Mr. Parth Kanabar and Mr. Vikas Lathi as the members of the stakeholders relationship
committee.
19. NOMINATION & REMUNERATION COMMITTEE
Nomination and Remuneration Committee comprised of Mr. Vaibhav Kulkarni -Chairman, Mr.
Parth Kanabar and Mr. Vikas Lathi as members.
20. EXTRACTOFANNUALRETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as Annexure II.
21.SECRETARIALAUDIT REPORT:
As required under section 204 (1) of the Companies Act, 2013 and Rules made there under
the Company has appointed M/s. DSM & Associates, Practicing Company Secretaries
(Membership No.27695) as Secretarial Auditor of the Company for the financial Year
2015-16. The Secretarial Audit Report forms partoftheAnnual report asAnnexure-III to the
Boards Report.
Comments on SecretarialAudit Report:
1) The Company could not find the eligible candidate for the post of Company Secretary
and same Company is in process of searching an eligible candidate.
2) The Company is in the process of appointing the InternalAuditor in the forthcoming
Board
3) The Company has not appointed Chief Financial Officer as Key Managerial Personnel as
required under Section 203 of the CompaniesAct, 2013.
22. STOCK EXCHANGES:
The Companys shares are listed on the following Stock Exchanges:
BSE Limited (Scrip Code:524588)
23. SIGNIFICANTAND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
24. IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Company has formulated and adopted risk assessment and minimization framework which
has been adopted by the Board. The Company has framed a risk management policy and testing
in accordance with the laid down policy which is being carried out periodically. The
Senior Management has been having regular Meetings for reassessing the risk environment
and necessary steps are being taken to effectively mitigate the identified risks. The
Board considers risk management to be a key business discipline designed to balance risk
and reward and to protect he Group against uncertainties that could threaten the
achievement of business objectives.
25 .CORPORATE GOVERNANCEAND MANAGEMENT DISCUSSIONANDANALYSIS REPORT:
Pursuant to Regulation 15 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance and
Management Discussion and Analysis Report which forms an integral part of this Report are
set as separate Annexure, together with the Certificate from theAuditors of the Company.
MANAGEMENTDISCUSSIONANDANALYSIS REPORT-Annexure IV
26. WHISTLE BLOWER POLICYANDVIGIL MECHANISM:
Your Company recognizes the value of transparency and accountability in its
administrative and management practices. The Company promotes the ethical behavior in all
its business activities. The Company has adopted the Whistle blower Policy and Vigil
Mechanism in view to provide a mechanism for the Directors and employees of the Company to
approach Audit Committee of the Company to report existing/probable violations of laws,
rules, regulations or unethical conduct.
27. OTHER LAWS:
During the year under review, there were no cases filed pursuant to the provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act 2013.
27. ACKNOWLEDGEMENTS:
Your Directors wish to express their sincere appreciation to all the Employees for
their contribution and thanks to our valued clients, Bankers and shareholders for their
continued support
By Order of the Board
For EMED.COM TECHNOLOGIES LIMITED
Sd/-
Parth Kanabar
Chairman
DIN No.: 06683130
Registered Office:
8-2-87-89, 4th Floor, Left Hand Side,
Srinivas Plaza, Srinagar Colony,
Main Road, Hyderabad - 500 082
CIN:L85110AP1989PLC009748
Date: 12th August, 2016
ANNEXURES TO DIRECTORS REPORT
Annexure - I
1. RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO.
Since the Company is not manufacturing activity as like a unit provision of Section
134(3)(m) of the Company Act, 2013, read with the Rule 3 of Companies (Account) Rules,
2014 regarding conservation of energy, technology absorption and foreign exchange earnings
and outgo is not applicable.
2. Foreign Exchange Earnings and Outgo Nil
3. Earning-FOB value of Exports Nil
4. Outgo-CIF Value of Imports Nil
By Order of the Board
For EMED.COM TECHNOLOGIES LIMITED
Sd/- Parth Kanabar
Chairman
DIN No.: 06683130
Registered Office:
8-2-87-89, 4th Floor, Left Hand Side,
Srinivas Plaza, Srinagar Colony,
Main Road, Hyderabad - 500 082
CIN: L85110AP1989PLC009748
Date: 12th August, 2016
+91-9892691696
