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Directors Report of Athena Global Technologies Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 23rd Annual Report of your company together with the Audited Balance Sheet and Statement of Profit and Loss of the company for the financial year ended 31.03.2015.

1. FINANCIAL HIGHLIGHTS:

Financial results for the year under review and as well as previous year are as follows.

(Rupees in Lakhs) Particulars Year Ended Year Ended 31.3.2015 31.3.2014

Revenue from Operations 757.82 642.07

Other income 0.1 0.12

Total Income 757.92 642.19

Expenditure 678.57 1173.68

PBDIT 79.35 (530.47)

Depreciation (14.31) (22.00)

Interest (2.66) -- Profit Before Tax (PBT) 62.38 (552.47)

Provision for Tax -- -- Profit After Tax (PAT) 62.38 (552.47)

2. STATE OF COMPANY'S AFFAIR:

During the financial year under review, your Company has achieved total income of Rs. 757.92 lakhs as against the previous year income of Rs. 642.19 lakhs and recorded net Profit of Rs. 62.38 lakhs for financial year 2014-15 when compared to a net loss of Rs. 552.47 lakhs during the previous year

3. DIVIDEND:

Due to Inadequate of profit, the directors of your Company do not recommend any dividend for the financial year 2014-15.

4. FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

5. MEETINGS:

During the year under review, six board meetings were held on 14th May 2014, 30th May 2014, 14th August 2014, 27th September 2014, 06th November 2014 and 10th February 2015. The maximum time gap between any two consecutive meetings was within the period prescribed under companies Act, 2013.

6. SUBSIDIARIES

The Company has one wholly owned subsidiary i.e M/s Mercury Outsourcing Management limited

Mercury outsourcing Management Limited has 2 subsidiaries as follows:

Mercury Outsourcing Management Limited -USA Mercury Outsourcing Management Limited -UK

Further Mercury Outsourcing Management Limited and there foreign subsidiaries has not carried out any operations in this financial year.

The Statement containing the salient feature of the financial statement of subsidiaries as per sub- section (3) of Section 129 of the Companies Act, 2013 in Form AOC-1 is herewith annexed as 'Annexure I' to this report.

7. BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its committee's and the directors individually in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement in the following manner:

i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committee's and each director were circulated to all the members of the Board along with the Agenda Papers.

ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board / Committee/ Individual Director, and formulated a final collective evaluation of the Board. The Board also provided an individual feedback to the concerned director on areas of improvement, if any.

A separate meeting of Independent Directors was held on 10th February, 2015 to evaluate the performance evaluation of the Chairman, the Non Independent Directors, the Board and flow of information from management.

8. VIGIL MECHANISM

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement the Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company

9. REMUNERATION POLICY

The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMP and Senior Management and matters covered u/s 178(3) of the Companies Act 2013. The details of the same are provided in the Corporate Governance Report and in detailed manner are posted in the website of the company

10. DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Satyendra Manchala (DIN: 01843557) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment

The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee, co-opted Smt. M.Sunitha and Sri Rajesh Katragadda ,as an Additional Director of the Company subject to the approval of the members, at the ensuing Annual General Meeting.

The Company has received requisite notice in writing from the members along with requisite fees proposing Smt M.Sunitha and Sri Rajesh Katragadda for appointment as Director.

For Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Clause 49 (Corporate Governance) of Listing Agreement, forms part of Corporate Governance Report

11. DIRECTORS' RESPONSIBILITY STATEMENT:'

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and on the basis of secretarial audit received from the practicing company secretary and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

i. That in preparation of the Annual Accounts for the year ended 31st March, 2015; all the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 of the Company for the financial year ended 31st March, 2015.

iii. That the Directors have 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.

iv. That the Annual Accounts for the year ended 31st March, 2015, has been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

12. RISK MANAGEMENT

Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement the Risk management is Not applicable to the Company

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) and Clause 49 of the Listing Agreement

14. STATUTORY AUDITORS

The shareholders in the 22nd Annual General Meeting held on Saturday, 27th September, 2014 approved the appointment M/s. M. Anandam & Co., Chartered Accountants, (Registration no.000125S) Hyderabad, as the Statutory Auditors of the Company to hold office till the conclusion of 25th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Members are requested to ratify the same at the ensuing Annual General Meeting of the company; in accordance with section 139 of the Companies Act 2013.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There are no qualifications in the report of the statutory auditors for the year 2014-15.

15. AUDITORS OBSERVATIONS, QUALIFICATIONS AND EXPLANATIONS

Auditors have made Qualified opinion in the Auditors Report for which a proper explanation has given in Note No. 20.1 and 32 in notes to financial statement.

16. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has reappointed M/s. SVP&CO, Chartered Accountants, and Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules, 2014.

17. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is Not applicable to the Company.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company.

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Your company has taken adequate internal control procedures by which the cost of electricity shall be identified with project and the company will provide an incentive for the concerned department which consumes optimum power.

No additional investments for reduction of Energy consumption were taken up during the year under review.

b. Technology absorption: Not Applicable

Foreign Exchange Earnings & Outgo: (Figures in Rs.)

2014-15 2013-14

Foreign Exchange Earnings 757.82 642.07

Foreign Exchange Outgo 198.66 200.11

21. RELATED PARTY TRANSACTIONS:

Company has entered into the Related Party Transactions during the year enclosed in the format of AOC-2 in Annexure-II

22. MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as Annexure - III to this report

23. CORPORATE GOVERNANCE:

Report on Corporate Governance including Auditor's Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure - IV to this report

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed M/s P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report issued by M/s P S Rao and Associates, Practicing Company Secretaries for the financial year ending 31st March, 2015 is given in the FORM NO: MR - 3 as Annexure-V attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is self explanatory and requires no further explanation from the Board.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FORM MGT 9 is annexed herewith as "Annexure VI" to this report

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as 'Annexure VII' to this report and Rule 5 (2) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employee of your company is in receipt of remuneration exceeding Rs.5, 00,000 per month or Rs. 60, 00,000 per annum during the Financial Year

27. ACKNOWLEDGEMENTS:

Your Directors place on record, their appreciation for the co-operation and support from The Bankers, Financial Institutions, the stockiest and distributors, Supplier and Customers.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Central and State Government agencies etc for their Support and co-operation. Your Directors express their heartfelt gratitude to the Employees for their exceptional commitment and loyalty to the Company.

For and on Behalf of the Board VJIL CONSULTING LIMITED

Sd/- Place: Hyderabad Satyendra Manchala (Din: 01843557) Date: 07.09.2015 Chairman and Managing Director


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 22nd Annual Report of your company together with the Audited Balance Sheet and Statement of Profit and Loss of the company for the financial year ended 31.03.2014.

1. FINANCIAL RESULTS:

Financial results for the year under review and as well as previous year are as follows.

(Rs In Lakhs)

Particulars Year Ended Year Ended 31.3.2014 31.3.2013

Income from Operations 642.07 310.03

PBDIT (530.47) (148.10)

Depreciation 22.00 31.97

Interest - -

Profit Before Tax (PBT) (552.47) (180.07)

Provision for Tax - -

Profit After Tax (PAT) (552.47) (180.07)

2. OPERATIONS:

During the year under review, your Company made a Net income of Rs. 642.07 Lakhs and incurred a Net Loss of Rs.(552.47) Lakhs after providing for depreciation and tax. The operations of the Company were affected badly in the recent years due to differences in the management, which ultimately has resolved. Your company has incurred losses in this fiscal due to reduction in turnover, fixed overheads and other expenditure for getting new business.

3. DIVIDEND:

Due to absences of profit, the directors of your Company do not recommend any dividend for the financial year 2013-14.

4. FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

5. DIRECTORS:

Mr. M. Satyendra, Chairman and Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

M. Satyendra was appointed as Chairman and Managing Director of the Company in the meeting of the Board of Directors held on 14th May 2014 for a period of 3 years subject to the approval of the members in the General meeting, the proposed resolution for his appointment is placed before the Members in the ensuing Annual General meeting.

6. DIRECTORS RESPONSIBILITIES STATEMENT:

In pursuance of Section 217(2AA) of the Companies Act, 1956 the Directors of your company hereby confirm:

(i) that in the preparation of Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(ii) 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 end, 31st March, 2014 and of the profit and loss of the company for that period;

(iii) 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;

(iv) that the directors have prepared the annual accounts on a going concern basis for the financial year 2013-14.

7. MANAGEMENT''S DISCUSSION ANALYSIS:

Management''s Discussion and Analysis report is enclosed to this report as Annexure - A

8. CORPORATE GOVERNANCE:

Report on Corporate Governance along with Practicing Company secretary certificate on Compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure - B to this report.

9. AUDITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, based on the recommendation of the Audit Committee, M/s. M Anandam & Co, Chartered Accountants, Hyderabad, appointed as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting for a period of 3 years in accordance with the Act, subject to the ratification of shareholders at every Annual General Meeting. M/s. M Anandam & Co, Chartered Accountants, Hyderabad, have confirmed that the appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. Accordingly, the appointment of M/s. M Anandam & Co, Chartered Accountants, Hyderabad, as the Statutory Auditors, is being proposed as an Ordinary Resolution.

10. PARTICULARS OF EMPLOYEES:

None of the Employees of the Company is drawing remuneration exceeding limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011.

11. SUBSIDIARY:

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts for the financial year ended 31st March, 2014 along with report of the Board of Director''s and Auditor of the Company''s Subsidiary, M/s Mercury Outsourcing Management Limited could not be furnished.

12. AUDITORS OBSERVATIONS, QUALIFICATIONS AND EXPLANATIONS

Auditors have made Qualified opinion in the Auditors Report for which a proper explanation has given in Note No. 28 and 32 in notes to financial statement.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Your company has taken adequate internal control procedures by which the cost of electricity shall be identified with project and the company will provide an incentive for the concerned department which consumes optimum power.

No additional investments for reduction of Energy consumption were taken up during the year under review.

b) Technology absorption: Not Applicable

14. EMPLOYEE CONTRIBUTION:

The board wishes to place on record its sincere appreciation for their untiring efforts at all levels and various departments and showing good results in software development and training both in India and abroad.

15. ACKNOWLEDGEMENTS:

Your Directors also place on record their heartfelt gratitude for the support extended and confidence reposed by the customers, shareholders, employees, Central and State Government agencies and suppliers and look forward for the same in future.

For and on behalf of the Board VJIL CONSULTING LIMITED

Sd/- Place : Hyderabad M. Satyendra Date : 14.08.2014 Chairman and Managing Director


Mar 31, 2013

Dear Members,

The Directors are pleased to present the 21 st Annual Report of your company together with the Audited Balance Sheet and Statement of Proft and Loss of the company for the fnancial year ended 31.03.2013.

1. FINANCIAL RESULTS:

Financial results for the year under review and as well as previous year are as follows.

(In Lakhs) Particulars Year Ended Year Ended 31.3.2013 31.3.2012

Income from Operations 310.03 143.46

PBDIT (148.10) (324.30)

Depreciation 31.97 39.37

Interest 90.98

Proft Before Tax (PBT) (180.07) (449.25)

Provision for Tax 4.32

Proft After Tax (PAT) (180.07) (453.57)

2. OPERATIONS:

During the year under review, your Company made a Net income of Rs. 310.03 Lakhs and incurred a Net Loss of Rs.180.07 Lakhs after providing for depreciation and tax. The operations of the Company were affected badly in the recent years due to differences in the management, which ultimately has resolved. Your company has incurred losses in this fscal due to reduction in turnover, fxed overheads and other expenditure for getting new business.

3. DIVIDEND:

Due to absences of proft, the directors of your Company do not recommend any dividend for the fnancial year 2012-13.

4. FIXED DEPOSITS:

Your Company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

5. DIRECTORS:

Dr.Garima Vashistha, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer herself for reappointment.

6. DIRECTORS RESPONSIBILITIES STATEMENT:

In pursuance of Section 217(2AA) of the Companies Act, 1956 the Directors of your company hereby confrm:

(i) that in the preparation of Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(ii) 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 fnancial year end, 31st March, 2013 and of the proft and loss of the company for that period;

(iii) that the directors have taken proper and suffcient 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;

(iv) that the directors have prepared the annual accounts on a going concern basis for the fnancial year 2012-13.

7. MANAGEMENT''S DISCUSSION ANALYSIS:

Management''s Discussion and Analysis report is enclosed to this report as Annexure - A

8. CORPORATE GOVERNANCE:

Report on Corporate Governance along with Practicing Company secretary certifcate on Compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure - B to this report.

9. AUDITORS:

M/s M. Anandam & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible for the re-appointment, offers themselves for reappointment for the fnancial year 2013-14. Your Company has received a certifcate from the said Auditors to the effect that their re- appointment if made would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

10. AUDITORS'' OBSERVATIONS, QUALIFICATIONS AND EXPLANATIONS:

Auditors have made Qualifed opinion in the Auditors Report for which a proper explanation has given in Note No. 29 to 32 in notes to fnancial statement.

11. PARTICULARS OF EMPLOYEES:

None of the Employees of the Company is drawing remuneration exceeding limits prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011.

12. SUBSIDIARY:

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts for the fnancial year ended 31st March, 2013 along with report of the Board of Director''s and Auditor of the Company''s Subsidiary, M/s Mercury Outsourcing Management Limited could not be furnished.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Your company has taken adequate internal control procedures by which the cost of electricity shall be identifed with project and the company will provide an incentive for the concerned department which consumes optimum power.

No additional investments for reduction of Energy consumption were taken up during the year under review.

b) Technology absorption: Not Applicable

14. EMPLOYEE CONTRIBUTION:

The board wishes to place on record its sincere appreciation for their untiring efforts at all levels and various departments and showing good results in software development and training both in India and abroad.

15. ACKNOWLEDGEMENTS:

Your Directors also place on record their heartfelt gratitude for the support extended and confdence reposed by the customers, shareholders, employees, Central and State Government agencies and suppliers and look forward for the same in future.

For and on behalf of the Board

VJIL CONSULTING LIMITED

Sd/-

Place : Hyderabad M. Satyendra

Date : 14.08.2013 Chairman and Managing Director

 
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