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Your directors are pleased to present the 32nd Annual Report and the Companys audited financial statements for the financial year ended 31st March, 2017.
The Companys financial performance, for the year ended March 31,2017 is summarized below;
S.No. CONTENTS OF THE REPORT
1 FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:
|Profit Before Interest, Depreciation and Tax||2,72,565||3,26,791|
|Profit Before Depreciation and Tax||2,68,337||3,01,578|
|Provision for Depreciation||2,28,018||2,58,918|
|Net Profit Before Tax||40,319||42,660|
|Provision for Tax||
|Net Profit After Tax||40,319||42,660|
|Transfer to General Reserve||40,319||42,660|
|Surplus/(Deficit) carried to Balance Sheet||40,319||42,660|
The Company has its presence spanning across USA, Europe and UAE and its focus areas are Web / e-commerce solutions, software application development, information processing and BPO work. The Company is doing open source software projects in PHP, Web applications, Android applications etc. The Company is committed to software development in open source platform. The Company has a social networking portal called vanavil.com.
2 EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material events that have occurred after the date of financial statements which may adversely impact the business of the Company.
3 CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company during the Financial Year.
The Company has not recommended any dividend for this financial year in view of financial constraints.
5 AMOUNT, IF ANY, CARRIED FORWARD TO RESERVES:
The balance in profit and loss account amounting to Rs.40,319/- is carried over to the general reserve account.
6 BOARD MEETINGS:
The Board of Directors met 6 times during this financial year on 19th May 2016, 28th July, 2016, 9th August, 2016, 20th October, 2016, 3rd February 2017 and 29th March, 2017.
7 DIRECTORS AND KEY MANANGERIAL PERSONNEL :
A) Mr.V.Parandhaman (DIN - 00323551) - Promoter Director - Chairman cum Managing Director
B) Mr.R.Jayaprakash (DIN - 02138581) - Independent Non-Executive Director
C) Mr.K.Bhaskaran (DIN - 01952820) - Independent Non-Executive Director
D) Mr.D.RavichandraBabu (DIN - 00016326) - Independent Non-Executive Director
E) Mrs. N R Alamelu (DIN - 02138648) - Independent Non-Executive Woman Director
8 DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6) and the extract of the Declarations are given in Annexure I
9 COMPOSITION OF AUDIT COMMITTEE:
The Company has a qualified and independent Audit Committee comprising of five directors as members of which Two-thirds of the members are independent directors. All members of audit committee are financially literate with the Chairman of the Committee having the experience in finance, accounting, having requisite professional certification in accounting, financial management experience.
None of the members receive, directly or indirectly, any consulting, advisory or compensatory fees from the Company other than their remuneration as a Director.
|Mr. V. Parandhaman||Member|
|Mr. D. RavichandraBabu||Member|
Meetings and Attendance for the year ended 2016-2017
The audit committee met 4 times during the year ended 31st March 2017. The Meetings held during the year were on 19.05.2016, 28.07.2016, 20.10.2016 and 03.02.2017..
|Name of Director||No. of Meetings||Meetings attended|
|Mr. R. Jayaprakash||4||4|
|Mr. V. Parandhaman||4||4|
|Mr. K. Bhaskaran||4||4|
|Mr. D. RavichandraBabu||4||4|
10 CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to section 135 of the Companies Act, 2013, every company having net worth of Rs.500 crore or more, or turnover of Rs.1000 crore or more or a net profit of Rs.5 crore or more during the financial year shall constitute a CSR Committee. Our Company has not triggered any of the above limits; hence, no committee in this has been constituted.
11 DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.
The following is the summary of the complaints received and disposed off during the financial Year 2016-17:
a) No. of complaints received: NIL
b) No. of complaints disposed off: NIL
12 VIGIL MECHANISM:
Vigil Mechanism cum Whistle Blower Policy, is attached in ANNEXURE III
13 DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm 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
14 INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JV
The company does not have any subsidiaries, associates or joint ventures.
15 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 is given as a part of this Annual Report under ANNEXURE IV
Mr.W.S. Madhavann FCA, Chartered Accountant, Chennai, Statutory Auditor of the Company, retires at the ensuing AGM. In terms of the provisions of section 139 and other applicable provisions of the Companies Act, M/s. Macharla and Associates, Chartered Accountans, Chennai, are proposed to be appointed as statutory auditors of the company in view of the rotation of auditors introduced in the Companies Act, 2013.
17 SECRETARIAL AUDIT:
Secretarial audit report as provided by Mr.S Shreenivasan, Practising Company Secretary, is annexed to this Report as ANNEXURE V.
18 COMMENTS ON INDEPENDENT AUDIT REPORT AND SECRETARIAL AUDIT REPORT:
(a) statutory audit report : Nil
(b) secretarial audit report : Nil
19 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The Company informs that the disclosure of particulars under section 134(3)(m) of the Companies act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014 relating to conservation of Energy etc is not applicable to the Company as no energy intensive works are undertaken by the company.
Particulars relating to Technology Absorption etc., have not been furnished as the Company has neither undertaken any Research & Development activities in the Field of operations nor imported any technology thereto.
In respect of Foreign Exchange earnings and outgo (in US$), details are given below: Foreign Exchange Earnings: US$ 1500 Foreign Exchange Outgo: US$ - Nil
20 DETAILS RELATING TO DEPOSITS, IF ANY:
The Company has not accepted any deposits during the Financial Year.
21 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has duly complied with the provision of Section 186 of the Companies Act, 2013 and it has not given any loans, guarantees and investments during the financial year.
22 RISK MANAGEMENT :
The Company has well defined Risk Management Policy in place. The fact that the Risks and opportunities are inevitably intertwined, is well recognised policy by the Company and thus aims to identify, manage and minimize, risks, strategically. It is committed to embedding risk management throughout the organisation and its systems and controls are designed to ensure that exposure to significant risk is properly managed. With the predefined risk management principles and policy, the Company identifies, categorizes, assess and addresses risks.
Key Elements of Risks:
(i) Global Economic Situation: The Economic environment around the world is showing sign of growth. Growth in the Construction industry has been fairly positive.
(ii) Cost pressure: Increasing operating cost may create a pressure on margin. The Company is focusing to put up framework for cost management.
(iii) Regulatory risks: Any Change in regulations in the field of our operations, would have an impact on the operations. The Company is vigilant on such changes for easy adaptability.
(iv) Emerging Trend : New technologies and trends used in construction industry may impact consumers behavior. The Company continuously scan business environment for early detection of emerging trend.
23 RELATED PARTY TRANSACTIONS :
There are no related party transactions during the financial year under review under section 188 of the Companies Act 2013.
24 FORMAL ANNUAL EVALUATION:
Criteria for evaluation of performance of Independent Directors, Committees and the Board has been laid by the Nomination and Remuneration Committee for their formal evaluation using various professional attributes, including expertise, skills, behavior, experience, leadership qualities, knowledge, performance culture, responsibility, etc. Evaluation of Directors performance based on the criteria is done periodically, or as decided by the Nomination and Remuneration Committee and the same is reported to the Board, in case of challenging situations.
25 DISCLOSURE ABOUT COST AUDIT :
Provisions relating to Cost Audit are not applicable to the Company.
26 RATIO OF REMUNERATION TO EACH DIRECTOR :
At present Directors are not receiving any remuneration from the company in view of the financial constraints. Nomination and Remuneration Policy of the company is given in Annexure II.
27 LISTING WITH STOCK EXCHANGES:
Shares of the Company are listed on BSE and the Company confirms that it has paid the Annual Listing Fees for the year 2016-2017.
28 SECRETARIAL STANDARDS :
The company confirms that the Secretarial Standards, as applicable on the date of this report are followed by the Company..
Your directors thank and acknowledge the continuous co-operation and assistance extended by Bank of Maharashtra, Indian Bank, BSE Limited, Cameo Corporate Services Ltd., our employees and the various customers who are patronizing our products.
|For and on behalf of the board|