Dear Members,
Yours Director hereby present the 26th Annual Report of the Company for the
financial year ended 31st March 2017.
OPERATIONS & FINANCIAL PERFORMANCE OF THE COMPANY
Detailed information on the development of the Companys activities and the total
revenue of the Company for the financial year ended 31st March, 2017 is
mentioned in its financial statements attached to this Annual Report.
DIVIDEND
The Directors regret their inability to recommend dividend for the year under review
due to insufficient profit. BUSINESS RISK MANAGEMENT
The Company, like any other enterprise, is exposed to business risk which can be
internal risks as well as external risks. The threats to the segments in which the company
operates are volatility in Exchange rate.
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 other 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 2017, 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 provision of SEBI (LODR) Regulations 2015. 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:
The Company is monitoring the consumption of energy and is identifying measures for
conservation of energy.
(i) the steps taken by the company for utilising alternate sources of energy -Nil
(ii) the capital investment on energy conservation equipments - Nil
(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is
involved for the manufacturing the products of the Company.
(ii) Research and Development (R & D): No research and Development has been carried
out.
(c) Foreign exchange earnings: As per the notes to accounts
(d) Foreign exchange out go: As per the notes to accounts
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
The provisions of Section 139(2) of the Companies Act 2013 and the Rules made
there-under, mandated the Company to rotate its existing Statutory Auditors. The term of
the existing Auditors M/s. P Murali & Co., expires for the FY 2016-17, i.e till the
conclusion of ensuing Annual General meeting to be held on 28th September 2017.
In this regard, Board of Directors of the Company (on recommendation of Audit
Committee) in its meeting held on 1st September 2017, has, subject to approval
of shareholders in the ensuing Annual General meeting to be held on 28th
September 2017, approved the appointment of M/s. Chandra Babu Naidu & Co., (FRN:
016016S), Chartered Accountants, as the Statutory Auditors of the Company for a period of
Five Years w.e.f from the Conclusion of this Annual General Meeting, subject to
ratification at every Annual General Meeting.
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 2016, 12th July 2016, 11th August 2016, 5th
September 2016, 14th November 2016, 20th December 2016, 31st
December 2016, 14th February 2017.
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, 2017 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, 2017, the Company does not have any material
listed/unlisted subsidiary companies as defined in the Companies Act 2013 & 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 Mrs. G Mani,
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
The company is in the process of appointing the Key Managerial Personnel of the Company
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
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons (except
remuneration) 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.
Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
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 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.
|
For and On Behalf of the Board |
|
TEJ INFOWAYS LIMITED., |
| Place: Hyderabad |
Sd/- |
Sd/- |
| Date : 01.09.2017 |
Managing Director |
Director |
+91-9892691696
