Mar 31, 2018
To,
The Members,
The Directors are pleased to present the 26th 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 31.03.2018
1. FINANCIAL HIGHLIGHTS:
Financial results for the year under review and as well as previous year are as follows.
(Rupees in Lakhs)
Standalone |
Consolidated |
||
Particulars |
Year Ended |
Year Ended |
Year Ended |
31.3.2018 |
31.3.2017 |
31.3.2018 |
|
Revenue from Operations |
789.11 |
1057.86 |
798.55 |
Other income |
429.61 |
110.28 |
429.61 |
Total Income |
1218.72 |
1168.14 |
1228.16 |
Expenditure |
1166.1 |
1474.94 |
1200.56 |
PBDIT |
52.62 |
(306.8) |
27.60 |
Depreciation |
(25.56) |
(26.89) |
(26.40) |
Interest |
(8.06) |
(7.58) |
(8.58) |
Profit Before Tax (PBT) |
19.00 |
(341.27) |
(7.38) |
Exceptional items |
- |
- |
- |
Tax Expense |
|||
a. current Tax |
3.87 |
-- |
3.87 |
b. Deferred Tax |
(37.50) |
1.87 |
(44.66) |
Profit After Tax (PAT) |
52.63 |
(343.14) |
33.41 |
2. STATE OF COMPANYâS AFFAIRS:
During the financial year under review, your Company has achieved total income of Rs. 789.11 lakhs as against the previous year income of Rs. 1057.86 lakhs and recorded net profit of Rs. 52.63 lakhs for financial year 2017-18 when compared to a net loss of Rs. 343.14 lakhs during the previous year
3. DIVIDEND:
Due to inadequacy of profit, the directors of your Company do not recommend any dividend for the financial year 2017-18.
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, Five board meetings were held. The maximum time gap between any two consecutive meetings was within the period prescribed under Companies Act, 2013.
The Board Meeting dates are 29th May 2017, 05th September 2017, 11th December 2017, 09th February 2018, and 28th March 2018.
6. SUBSIDIARIES
The Company has one subsidiary i.e M/s Medley Medical solutions Private Limited.
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 âAnnexure Iâ to this report.
7. BOARD EVALUATION
The Board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
8. DIRECTORS AND KEY MANAGERIAL PERSONEL:
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. M Sunitha (DIN: 06741426) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.
Ms Divya Agarwal, Company Secretary has resigned w.e.f 30th day of May, 2018
9. 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 SEBI (LODR) Regulations, 2015.
10. COMPOSITION OF BOARD COMMITTEES
We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report The Composition of various Committees of the Board is hereunder:
Audit Committee |
|
Mr. Prudvi Raju Manthena |
Chairman |
Mr. M. Satyendra |
Member |
Mr. Rajesh Kartragadda |
Member |
Nomination and Remuneration Committee |
|
Mr. Prudvi Raju Manthena |
Chairman |
Mr. J.S.S. Murthy |
Member |
Mr. Rajesh Kartragadda |
Member |
Stakeholders Relationship Committee |
|
Mr. Prudvi Raju Manthena |
Chairman |
Mr. J.S.S. Murthy |
Member |
Mr. Rajesh Kartragadda |
Member |
11. POLICY ON SEXUAL HARASSMENT:
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year ended 31st March, 2018, the Company has not received any Complaints pertaining to Sexual Harassment.
12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
13. STATUTORY AUDITORS AND AUDITORS REPORT:
M/s. Ramanatham & Rao, Chartered Accountants, were appointed as statutory auditors of the Company for a period of five years in the Annual General Meeting held on 27th September, 2017. They have confirmed that they are not disqualified to continue as Auditors of the Company.
The Notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any further comments.
Managements reply to the Auditors Qualification:
The Company has not provided interest in respect of outstanding long Term Borrowing of 127.65 lakhs as on 31st March, 2018.
The management is in discussion with the parties of unsecured loans for reduction/ waiver of interest and is in discussion with the parties of the unsecured loans for final Settlement in respect of the unsecured loans and is likely to be settle before the end of the next financial year in respect of the above referred amount. The impact on the accounts is not ascertained.
14. INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Dendukuri associates, Chartered Accountants, 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.
15. DIRECTORSâ RESPONSIBILITY STATEMENT:â
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, 2018; 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, 2018.
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, 2018, 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
16. RISK MANAGEMENT
The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.
17. 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) the Company has framed a Whistle Blower Policy 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.
18. CORPORATE SOCIAL RESPONSIBILITY
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 are Not applicable to the Company.
19. 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.
20. 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
21. 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
c. Foreign Exchange Earnings & Outgo:
22. RELATED PARTY TRANSACTIONS:
Company has entered into the Related Party Transactions during the year enclosed in the format of AOC-2 in Annexure-II
23. MANAGEMENT DISCUSSION AND ANALYSIS:
Aspects of Management Discussion and Analysis are enclosed as Annexure -lll to this report.
24. CORPORATE GOVERNANCE:
The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a compliance report on Corporate Governance for the year 2017-18 and a Certificate from the Secretarial Auditors of the Company are furnished, which is enclosed as Annexure - IV to this Report.
25. 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, 2018 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.
26. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in FORM MGT 9 is annexed herewith as âAnnexure Vlâ to this report
27. 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 âAnnexure Vllâ 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.8,50,000 per month or Rs. 1,20,00,000 per annum during the Financial Year
28. LISTING FEE:
Your Companyâs shares are presently listed and traded on the BSE Limited; Your Company is regular in paying the listing fee to the BSE Limited.
29. 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.
By order of the Board of Director
ATHENA GLOBAL TECHNOLOGIES LIMITED
Sd/- Sd/-
Place : Hyderabad M. Satyendra M. Sunitha
Date : 14.08.2018 Chairman & Managing Director Director
(DIN: 01843557) (DIN:06741426)
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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