To
The Members,
PRISM INFORMATICS LIMITED,
The Board of Directors of your Company are delighted to present the 33rd Annual Report
of company, along with the audited financial statements for the financial year ended 31st
March 2015
1. Financial performance
1.1 STANDALONE RESULTS:
(In Rs.)
| Particulars |
For the year ended 31 March, 2015 |
For the year ended 31 March, 2014 |
| Revenue |
|
|
| Revenue from Operations |
124,213,730 |
209,993,239 |
| Other income |
22,510,629 |
27,507,752 |
| Total Revenue |
146,724,359 |
237,500,991 |
| Expenses |
|
|
| Cost of Sales & Service |
20,725,023 |
52,002,656 |
| Employee benefits expense |
90,676,624 |
123,047,050 |
| Other expenses |
46,414,783 |
30,749,201 |
| Depreciation |
1,888,338 |
2,272,137 |
| Amortisation |
- |
13,015,054 |
| Finance costs |
14,218,509 |
20,158,527 |
| Total Expenses |
173,923,278 |
241,244,625 |
| Exceptional / Extraordinary Expenses |
460,902,262 |
42,439,889 |
| Profit before tax |
(488,101,181 ) |
(46,183,523) |
| Tax expense: |
|
|
| - Current tax |
2,433,444 |
(1,335,329) |
| - MAT credit entitlement |
|
|
| - Deferred tax charge |
(35,786,835) |
(1,395,753) |
| Profit after taxation for the year from continuing operations |
(454,747,790) |
(43,452,441) |
1.2 CONSOLIDATED RESULTS:
(In Rs.)
| Particulars |
For year ended |
For year ended |
|
March 31, 2015 |
March 31, 2014 |
| Total Income |
466,905,027 |
698,320,959 |
| Less: Total Expenditure |
22,700,544 |
715,239,516 |
| Profit before Depreciation |
(75,950,193) |
(3,302,712) |
| Depreciation |
8,932,229 |
13,615,845 |
| Profit after Depreciation & before prior period items |
(84,882,422) |
(16,918,557) |
| Less: Extra ordinary Items |
408,645,213 |
11,559,352 |
| Less: Exceptional Items |
- |
- |
| Profit before taxation |
(493,527,634) |
(28,477,909) |
| Tax Expense: |
|
|
| 1) Current tax |
4,422,641 |
90,304 |
| 2) Deferred tax |
(35,786,835) |
(1,395,753) |
| Net profit for year |
(462,163,440) |
(124,881,535) |
| Profit brought forward |
(301,769,747) |
(176,888,212) |
| Transfer to General Reserve |
- |
- |
| Less: Appropriations |
|
|
| Interim Dividend |
- |
|
|
|
- |
| Proposed Equity Dividend |
|
|
|
- |
- |
| Preference Dividend |
|
|
|
- |
- |
| Dividend Tax |
|
|
|
- |
- |
2. Companys Performance:
During the financial year 2014-15, company has achieved operational revenue of Rs.
12.42 Crores. However at net level there is a loss of Rs.45.47 Crores. Company suffered a
loss due to provisions made for capital commitments towards its wholly owned subsidiaries
and disinvestment of its stake in Idhasoft Limited, Associate Company of Prism Informatics
Limited.
On consolidated basis, Company booked a revenue of Rs. 46.69 Crores in FY 2014-15. The
net loss of Company for FY 2014-15 is Rs. 46.21 Crores.
3. Dividend
The Board of Directors of your company do not recommend any dividend for the year
2014-15.
4. Extract of Annual Return:
The extract of the Annual Return of Company in Form MGT-9 is annexed herewith as
Annexure “A” to this report.
5. Number of Meetings of the Board:
During the financial year 2014-15, nine Board Meetings were held. The details of which
are given in Corporate Governance Report.
6. Directors Responsibility Statement:
The directors report that
i) In the preparation of the annual accounts, 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 judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of company at the end of the financial year and of the
profit and loss account of company for that period.
iii) 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 company and for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors, had laid down internal financial controls to be followed by 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.
7. Nomination and Remuneration Policy:
The Board has on the recommendation of the Nomination and Remuneration Committee,
framed a policy for selection and appointment of Directors, Key Managerial Personnel and
Senior Management Personnel and their remuneration. The Nomination and Remuneration policy
is annexed herewith as Annexure “B” to this report.
8. Particulars of Loans, Guarantees or Investments:
Your company has not directly or indirectly
a) given any loan to any person or other body corporate other than usual advances
envisaged in a contract of supply of services if any,
b) given any guarantee or provided security in connection with a loan to any other body
corporate or person and
c) acquired by way of subscription purchase or otherwise, the securities of any other
body corporate exceeding sixty percent, of its paid-up share capital, free reserve and
securities premium account or one hundred percent of its free reserves and securities
premium account whichever is more.
Your company has not accepted deposits from public as envisaged under Sections 73 to 76
of Companies Act, 2013 read with Companies (acceptance of Deposit) Rules, 2014.
9. Particulars of Contracts or Arrangements with Related Parties:
All contracts or arrangements entered into by Company with Related Parties have been
done at arms length and are in the ordinary course of business.
The policy on Related Party Transactions as approved by the Board has been displayed on
Companys Website at the link-http://www.whyprism.com/download/Corporate%20Govern
ance/Related%20Trade%20Party%20Transactions%20-%20Policy.pdf.
Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2
which is annexed herewith as Annexure “C” to this report. Related party
disclosures as per AS-18 have been provided in Note-27 to the financial statement.
10. State of Companys Affairs:
Discussion on state of Companys affairs has been covered as part of the Management
Discussion and Analysis (MDA). MDA for the year under review, as stipulated under Clause
49 of the Listing Agreement with Stock Exchanges, is presented in a separate section
forming part of the Annual Report.
11. Share Capital:
The paid- up Equity Share Capital as on 31st March, 2015 stood at 24.94 Million. During
the year under review, 2% 6,60,000 (nos) Non - Cumulative Compulsory Convertible
Preference Shares (NCCP Series VI) of Rs. 100 each were converted into 26,40,000 Equity
Shares of Re.1/- each at the conversion price of Rs. 25 per share and 50,000 12%
Compulsory Convertible Debentures (CCD Series-V) of Rs. 100/- each were converted into
3,46,020 Equity Shares of Re. 1/- each at the conversion price of Rs. 14.45/- per share.
As on March 31, 2015, none of the Directors hold instruments convertible into equity
shares of Company.
12. Material changes and commitments, if any, affecting the financial position of
Company:
There are no material adverse changes or commitments occurring after March 31, 2015
which may affect the financial position of Company or may require disclosure.
13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo:
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed
herewith as Annexure “D” to this report.
14. Audit Committee:
The Audit Committee comprises of Dr. Nirmal Jain (Chairman), Mr. Atul Pradhan and Mr.
Alok Pathak as members of Audit Committee. All the recommendations made by the Audit
Committee were deliberated and accepted by the Board.
15. Board Evaluation:
Pursuant to the provisions of Companies Act, 2013 and 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
Committees. Performance evaluation has been carried out as per the Nomination and
Remuneration policy.
16. Details of Appointment and Resignation of Directors and Key Managerial Personnel:
In terms of provisions of the Companies Act, 2013 and the Articles of Association of
Company, Mr. V. Chandrashekar, Non-Executive Director of Company, retire by rotation at
the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Mr. Christof Anderi was appointed as Non-Executive Director of Company with effect from
10th June, 2011.On the recommendation of Nomination and Remuneration Committee, the Board
appointed Mr. Christof Anderi as Whole-Time Director and Chief Financial Officer of
Company with effect from 30th September, 2014 subject to approval of Shareholders in the
ensuing Annual General Meeting.
Mr. V. Chandrashekar tendered his resignation from the position of Whole-Time Director
and Company Secretary of Company with effect from 8th August, 2014. He continues to act as
Non-Executive Director of Company.
Mr. Atul Pradhan was appointed as Additional Director of Company with effect from 13th
February, 2015 who will act as an Independent Director of Company subject to approval of
shareholders at the ensuing Annual General Meeting.
Mrs. Ranjana Gupta was appointed as Additional Director of Company with effect from
20th March, 2015 who will act as an Independent Director of Company subject to approval of
shareholders at the ensuing Annual General Meeting.
Dr. Ramesh Subramaniam was appointed as a Non-Executive Director of Company on 14th
February, 2013. He resigned from the post of Non-Executive Director with effect from 16th
June, 2014.
Dr. Ajay Sharma was appointed as an Independent Director of Company with effect from
7th November, 2009. He resigned from the post of Independent Director with effect from
19th January, 2015.
Ms. Khushboo Gurbuxani was appointed as Company Secretary and Compliance Officer with
effect from 13th August, 2014.
Company has received declaration from all the Independent Directors of Company
confirming that they meet the criteria of Independence as prescribed under Section 149 (6)
of Companies Act, 2013 and Clause 49 of Listing Agreement.
17. Name of Companies which have become/ceased to be Subsidiaries, Joint Ventures or
Associate Companies during the year:
During the year, Idhasoft Limited ceased to be Associate Company of Prism Informatics
Limited pursuant to disinvestment of its stake to other Company.
A statement containing the salient features of financial statement of our subsidiaries
in the prescribed form AOC-1 is annexed herewith to this report.
18. Deposits:
Company has not accepted deposits under Chapter V of the Companies Act, 2013 during the
year.
19. Significant and 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.
20. Vigil Mechanism:
Company has in place Whistle Blower Policy, wherein the
Employees/Directors/Stakeholders of Company are free to report any unethical or improper
activity, actual or suspected fraud or violation of Companys Code of Conduct. This
mechanism provides safeguard against victimization of employees, who report under the said
mechanism. During the year under review, Company has not received any complaints under the
said mechanism. The said policy has been displayed on the website of Company at
http://www.whyprism.com/why-prism-vigil-mechanism.html.
21. Auditors:
a. Statutory Auditors:
At the Annual General Meeting held on September 30, 2014, M/s E.A. Patil &
Associates, Chartered Accountants, were appointed as Statutory Auditors of Company to hold
office till the conclusion of the Annual General Meeting to be held in the year 2019. In
terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of
the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly
the appointment of M/s E.A. Patil & Associates, Chartered Accountants, as Statutory
Auditors of Company, will be placed for ratification by the Shareholders. In this regard,
Company has received a certificate from Auditors to the effect that if their appointment
is ratified, it would be in accordance with the provisions of Section 141 of the Companies
Act, 2013.
The Notes on financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments. The Auditors Report does not
contain any qualification, reservation or adverse remark.
b. Secretarial Audit:
The Board has appointed Geeta Serwani and Associates, Practicing Company Secretaries to
conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for
the financial year ended March 31, 2015 is annexed herewith as Annexure “E” to
this report. The Secretarial Audit does not contain any qualification, reservation or
adverse remark.
22. Corporate Governance:
Company is committed to maintain highest standards of Corporate Governance and adhere
to the Corporate Governance requirements set out by SEBI. A separate report on Corporate
Governance along with the Auditors Certificate on its compliance is attached to the
report on Corporate Governance.
23. Obligation of Company under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, Company has formulated a policy to prevent Sexual
Harassment of Women at Workplace. During the year under review, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
24. Acknowledgements:
Your Directors sincerely appreciate the high degree of professionalism, commitment and
dedication displayed by employees at all levels. Your Directors also wish to place on
record their gratitude to the shareholders for their continued support and confidence.
|
For and on behalf of Board of Directors |
| Date: 13th August, 2015 |
Alok Pathak |
| Place: Navi Mumbai |
Managing Director |
+91-9892691696
