To
The Members
PRAMADA FINVEST LTD
Your Directors have pleasure in presenting the 24th Annual Report on the
business of your company and the Audited Financial Statements for the year ended on 31st
March 2016 thereof. The Business and operations of the company over the last fiscal year
are briefly encapsulated below:
Financial Results
|
|
(Rs.In Lakhs) |
| Particulars |
Year Ended 31st March 2016 |
Previous ended On 31st March 2015 |
| Gross Income from Operations |
2.63 |
3.53 |
| Profit / (Loss) Before Tax |
0.05 |
0.28 |
| Profit / (Loss) after Tax |
0.04 |
(0.91) |
Out look for the current year
Your Company, to strengthen its stand in the market, had taken all the measures and
Board of Directors assures you the same in the years to come.
Dividend
The Board could not recommend dividend during the year under review in absence of
profits.
BUSINESS RISK MANAGEMENT
The Company, like any other enterprise, is exposed to business risk which can be
internal risks as well as external risks.
DEPOSITS
The Company has not accepted deposits covered under Chapter V of the Companies Act,
2013 and accordingly, the disclosure requirements stipulated under the said Chapter are
not applicable.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the company has not given any loans, Guarantees and
Investments covered under the provisions of Section 186 of the Companies Act, 2013
CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES
Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014, except the remuneration to managerial personnel, there
is no related party transactions to be disclosed.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith elsewhere in the Annual Report.
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2016, there were no Equity Shares of Shareholders were
lying in the Escrow Account due to non-availability of the correct particulars.
CORPORATE GOVERNANCE
Your Directors are happy to report that your Company is compliant with the Corporate
Governance requirements as per the provisions of SEBI (LODR) Regulations. A separate
section on Corporate Governance together with a certificate from the Statutory Auditors
confirming compliance is set out in the Annexure forming part of this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report, has been attached and forms part of the
Annual Report.
ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013
(a) Conservation of Energy:
(i) details of steps taken by the company for utilising alternate sources of energy,
and
(ii) the capital investment on energy conservation equipments, are -
The company is not engaged in manufacturing activities, and as such the particulars
relating to conservation of energy is not applicable. The company makes every effort to
conserve energy as far as possible in its editing facilities, Production Floors, Office
etc.
(b) (i) Technology Absorption, adaptation and innovation:-
The company is not engaged in manufacturing activities, and as such the particulars
relating to Research, Development and technology absorption are not applicable.
(ii) Research and Development (R & D): No research and Development has been carried
out.
(c) Foreign exchange earnings: Nill
(d) Foreign exchange out go: Nill
PARTICULARS OF EMPLOYEES
The Directors are to report that none of the employee was in receipt of remuneration
exceeding the limit prescribed under rule 5(2) of the Companies (Appointment and
Remuneration of managerial Personnel) Rules 2014
STATUTORY AUDITORS
Pursuant to the members resolution passed at the previous Annual General Meeting, M/s.
P. Murali & Co., Chartered Accountants, were appointed as Statutory Auditors for a
period of three years subject to ratification at every Annual General Meeting and a
resolution for the said ratification of appointment of the said Statutory Auditors of the
Company from the conclusion of this Annual General meeting till the conclusion of the next
Annual General Meeting to be held in the year 2016 was proposed in the notice attached to
this Annual report after obtaining the confirmation and eligibility certificate from the
said firm.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015,
the Board has carried out an annual performance, the Directors individually as well as the
evaluation of the working of its Audit and Nomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD
MEETINGS:
The dates on which the above Board meetings were held are as follows;
30th May 2015, 14th August 2015, 14th November 2015
and 13th February 2016.
DIRECTORS & INDEPENDENT DIRECTORS
At the 22nd Annual General Meeting of the Company held on 30th
September 2014, the Members of the Company had appointed Independent Directors of the
Company, for a period of 5 years. All Independent Directors have given declarations that
they meet the criteria of independence as laid down under Section 149(6) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement.
The Company has received declarations from the Independent Directors of the Company to
the effect that they are meeting the criteria of independence as provided in Sub-section
(6) of Section 149 of the Companies Act, 2013 and are available for inspection at the
registered office of the Company.
Smt. S. Rohini Kumari, Director of the Company retires at this Annual General Meeting
and eligible offers herself for re-appointment. Directors re-commend her re-appointment
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c)of the Companies Act, 2013, with
respect to Directors responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures ;
b. That 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 a true and fair view of the state of affairs of the company at the end of the
financial year ended 31st March, 2016 and of the profit and loss of the company for that
period;
c. That the directors have 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. That the directors have prepared the annual accounts on a going concern basis.
e. that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
POLICIES
Material Subsidiary
During the year ended March 31, 2016, the Company does not have any material
listed/unlisted subsidiary companies as defined under the provisions of SEBI (LODR)
Regulations 2015. The policy on determining material unlisted subsidiary of the Company is
approved by the Board of Directors of the company.
Vigil Mechanism
The Board of Directors of the company are committed to maintain the highest standard of
honesty, openness and accountability and recognize that employees have important role to
play in achieving the goal. As a public company the integrity of the financial matters of
the Company and the accuracy of financial information is paramount. The stakeholders of
the Company and the financial markets rely on this information to make decisions. For
these reasons, the Company must maintain workplace where it can retain and treat all
complaints concerning questionable accounting practices, internal accounting controls or
auditing matters or concerning the reporting of fraudulent financial information to our
shareholders, the Government or the financial markets. The employees should be able to
raise these free of any discrimination, retaliation or harassment. Pursuant to the policy,
employees are encouraged to report questionable accounting practices to Sri. S Nagendra
Varma Chairman of Audit Committee through email or by correspondence through post.
Familiarisation programme for Independent Directors
Pursuant to the provisions of SEBI (LODR) Regulations 2015, the Company has formulated
a programme for familiarising 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 through various initiatives.
Key Managerial Personnel
Sri. S Ramakrishnam Raju, is the Chairman & Managing Director of the Company and
the company is under process to appoint Chief Financial Officer and also Company Secretary
who comes under Key Managerial Personnel category in accordance with the Section 203 of
the Companies Act, 2013.
Related Party Transaction
Policy on dealing with Related Party Transactions is approved by the Board. No related
party transactions were entered into during the financial year under review, except
remuneration to managerial personnel, there are no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the interest of the
Company at large. The same was discussed by the Audit Committee as also the Board. The
policy on Related Party Transactions as approved by the Board. None of the Directors has
any pecuniary relationships or transactions vis-a-vis the Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to
financial statements. Periodic audits are undertaken on a continuous basis covering all
the operations i.e., manufacturing, sales & distribution, marketing, finance, etc.
Reports of internal audits are reviewed by management from time to time and desired
actions are initiated to strengthen the control and effectiveness of the system.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Secretarial Audit Report is obtained by the company from C.S. Mr. Y Ravi Prasada Reddy
Practising Company Secretaries, Hyderabad and forms part of this Annual report.
Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
The details of remuneration paid to the Managerial Personnel are as under -
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Boards Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company
forms part of the Boards Report.
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. The details pertaining to criteria for determining qualifications, positive
attributes and independence of a Director and remuneration policy have been provided in
Section of the attached Corporate Governance Report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations
Disclosure Under the 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act
2013. An Internal committee has been set up to redress the complaints received regarding
sexual harassment at workplace. All employees including trainees are covered under this
policy.
PERSONNEL
The relationship between the management and the staff was very cordial throughout the
year under review. Your Directors take this opportunity to record their appreciation for
the cooperation and loyal services rendered by the employees.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the continuous assistance and
co-operation extended to your Company by the valued customers, bankers, Reserve Bank
India, SEBI, Bombay Stock Exchange Limited & National Stock Exchange of India Limited
and all other regulatory Authorities. The Directors also sincerely acknowledge the
significant contributions made by all the employees for their dedicated services to the
Company.
|
By orders of the Board. |
| Place : Hyderabad |
(S Ramakrishnam Raju) |
| Date : 10th August, 2016 |
Chairman & Managing Director |
+91-9892691696
