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Directors Report of Green Field Agri Ventures Ltd. Company
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Directors Report of Green Field Agri Ventures Ltd.

Mar 31, 2015

Dear Members,

We have pleasure in presenting the Twenty First Annual report together with Audited accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS: [INSERT AS PER INFORMATION FROM THE COMPANY]:

(Rs. In Lakhs)

Standalone

Particulars 2014-2015 2013-2014

Gross Income 858.97 799.59

Profit Before Interest and 162.74 84.15

Depreciation

Finance Charges - -

Gross Profit 161.98 84.15

Provision for Depreciation 71.56 39.23

Net Profit Before Tax 91.18 44.91

Provision for Tax 8.81 -1.95

Net Profit After Tax 82.37 46.87

Minority Interest - -

Balance of Profit brought forward 65.52 18.64

Balance available for appropriation 147.89 65.52

Proposed Dividend on Equity Shares - -

Tax on proposed Dividend - -

Transfer to General Reserve - -

Surplus carried to Balance Sheet 147.89 65.52

Particulars Consolidated

2014-2015

Gross Income 858.97

Profit Before Interest and 159.77

Depreciation

Finance Charges -

Gross Profit 159.01

Provision for Depreciation 104.33

Net Profit Before Tax 55.44

Provision for Tax -3.52

Net Profit After Tax 58.96

Minority Interest -11.64

Balance of Profit brought forward 65.52

Balance available for appropriation 136.13

Proposed Dividend on Equity Shares -

Tax on proposed Dividend -

Transfer to General Reserve -

Surplus carried to Balance Sheet -

During the year under review, the Company has recorded an income of Rs. 858.97 Lakhs and the Profit of Rs. 82.37 as against the income of Rs. 799.59 Lakhs and reported profit of Rs. 46.87 Lakhs in the previous financial year ending31.03.2014.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the financial year 2014-2015, the company has diversified into agriculture and related activities.

4. DIVIDEND:

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend of the year.

5. BOARD MEETINGS:

The Board of Directors met 5 times during the year on 27.05.2014, 13.08.2014, 14.11.2014, 14.02.2015 and 30.03.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose and the maximum gap between any two meetings was less than four months, as stipulated under Clause 49.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year Mr. P. Uday Bhaskar and Mr. T. Kiran were appointed as Additional Directors and as Whole Time Directors w.e.f. 08.08.2015 to hold office upto the date of ensuing Annual General Meeting. Now the Board proposes to appointthem as Directors of the Company & executive Directors.

Further Mr. R. C. Rahul and Mr. R. C. Ratul were appointed as Additional Directors in the Board Meeting held on

13.05.2015 under the category of Independent Directors. The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Directors which is consistent with the Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing additional directors in the Non-Executive independent category, on the Board of the Company. Brief profiles of proposed Directors, including nature of their expertise, are provided in this Annual Report.

Mrs. P. Pushpalatha, Ms. B. Renuka and Mr. S.K. Chaitanya Varma Directors of the company resigned due to their pre-occupations w.e.f. 08.08.2015. The Board placed on record its sincere appreciation for the valuable services rendered bythem during their tenure as Directors of the Company.

Mr. JNS Sanyasi Raju was appointed as CFO of the Company during the year.

Details of re-appointment /appointment of the director:

Name of the Director Mr. Uday Mr. T. Kiran Bhaskar

Date of Birth 25/07/1976 03/04/1977

Date of Appointment 08/08/2015 08.08.2015

Qualifications Post Graduate Post Graduate

No. of Shares held in the 5,22,700 49,246 Company

Directorships held in other Zoraly Nil companies (excluding private Solutions limited and foreign companies) Private Mobiprise Systems Limited

Positions held in mandatory Nil Nil

Name of the Director Mr. R.C. Mr. R.C. Rahul Rahul

Date of Birth 08/02/1986 11/03/1991

Date of Appointment 13.05.2015 13.05.2015

Qualifications Post Graduate Post Graduate

No. of Shares held in the 2,715 Nil Company

Directorships held in other ENSA ENSA companies (excluding private Environics Environics limited and foreign companies) Private Private Limited Limited

Positions held in mandatory Nil Nil committees of other companies

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

* General understanding of the company's business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3The proposed appointee shall also fulfil the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified underthe companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as any be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success ofthe company's business.

3.2 criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in companies Act, 2013 and Clause 49 ofthe Equity Listing Agreement.

An independent director in relation to a company, means a director other than a managing director or a whole- time director or a nominee director-

a. Who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. who is or was not a promoters of the company or its holding, subsidiary or associate company;

c. Who is not related to promoters or directors of the company its holding, subsidiary or associate company

d. Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or director, during the two immediately preceding financial year or during the current financial year;

e. None of whose relative has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial year or during the current finance year;

f. Who, neither himself nor any of his relative-

i) Holds or has held the position of a key managerial personnel or is or has been employee of the or associate company in any of the three finance years immediately preceding the finance year in which he is proposed to be appointed;

(ii) Is or has been an employee or proprietor or a partner, in any of the three finance year immediately preceding the finance year in which he is proposed to be appointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding subsidiary or associate company amounting to ten per cent or more of the gross turnover of more of the gross turnover of suchfirm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipt from the company any of its promoters, directors or its holding subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lesser or lessee of the company.

g. Shall possess appropriate skills experience and knowledge in one or more field of finance , law management, sales, marketing administration, research, corporate governance, technical operations, corporate social responsibility or this disciplines related to the company's business.

h. Shall possess such other qualifications as may be prescribed from time to time, under the companies Act, 2013.

I. Who is not less than 21 years of age

3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies Act, 2013.

3.3 other directorships/ committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committeeshalltakeintoaccountthenatureof,andthetimeinvolved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Officer or the managing director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Finance Officer; and

(v) Such other office as maybe prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act, 2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Directorand key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from Mrs. S. Latha, Mr. R.C. Rahul and Mr. R. C. Ratul Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that they as Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).(Format Annexure II)

8. COMPOSITION OFAUDIT COMMITTEE

I) The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

II) The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

* Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

* Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

* Reviewing the company's financial and risk management's policies.

* Disclosure of contingent liabilities.

* Reviewing with management, external and internal auditors, the adequacy of internal control systems.

* Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

* Reviewing compliances as regards the Company's Whistle Blower Policy.

III) The previous Annual General Meeting of the Company was held on 30.09.2014 and Chairman of the Audit Committee, attended previous AGM.

IV) The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2014-2015, (4) four meetings of the Audit Committee were held on the 27.05.2014, 13.08.2014, 14.11.2014 and 14.02.2015.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category No. of meetings held

Mr. R. C. Rahul Chairman NED (I) 0

Mr. R.C. Ratul Member NED (I) 0

Mrs. S. Latha Member NED (I) 4

Mr. S. K. Chaitanya Varma* Chairman* NED (I) 4

Mrs. P. Pushpalatha * Member* NED(P) 4

Name No. of meetings attended

Mr. R. C. Rahul 0

Mr. R.C. Ratul 0

Mrs. S. Latha 4

Mr. S. K. Chaitanya Varma* 4

Mrs. P. Pushpalatha * 4

*Resigned as on 08.08.2015

NED(I): Non Executive Independent Director NED(P) :Non Executive Director Promoter

NOMINATION & REMUNERATION COMMITTEE

The details of composition of the Committee are given below:

Name Designation Category No. of meetings held

Mr. R. C. Rahul Chairman NED (I) 0

Mr. R.C. Ratul Member NED (I) 0

Mrs. S. Latha Member NED (I) 1

Mr. S. K. Chaitanya Varma* Chairman* NED (I) 1

Mrs. P. Pushpalatha* Member* NED(P) 1

Name No. of meetings attended

Mr. R. C. Rahul 0

Mr. R.C. Ratul 0

Mrs. S. Latha 1

Mr. S. K. Chaitanya Varma* 1

Mrs. P. Pushpalatha* 1

*Resigned as on 08.08.2015

NED(I): Non Executive Independent Director NED(P) :Non Executive Director Promoter

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/WholeTime Director of the Company and while approving:

* To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.

* To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

No remuneration has been paid to any of the Directors of the Company.

The details of remuneration paid to the Executive and Non Executive Directors for the financial year 2014-2015 are given below:

Name of the Director Designation Salary/per annum (Rs in Lakhs)

B. Renuka Director 0

P. Uday Bhaskar Director 10.75

None of the Director is drawing any Commission, Perquisites, Retirement benefits etc.

STAKEHOLDER RELATIONSHIP COMMITTEE (SHAREHOLDERS/INVESTOR GRIEVANCE AND SHARE TRANSFER COMMITTEE):

A. Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mrs. S. Latha Chairman NED (I)

Mr. R. C. Rahul Member NED (I)

Mr. R.C. Ratul Member NED(I)

Mrs. P. Pushpalatha* Chairman* NED (P)

Mr. S. K. Chaitanya Varma* Member* NED (I)

*Resigned as on 08.08.2015

NED(I): Non Executive Independent Director NED(P) :Non Executive Director Promoter

B. Powers:

The Committee has been delegated with the following powers:

* to redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of balance sheet, non-receipt of declared dividend and other allied complaintsetc.

* to approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

* Consolidate and sub-division of share certificates etc.

* To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgment in the case of shares held in physical form.

RISK MANAGEMENT COMMITTEE:

A. Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mr. R.C. Ratul Chairman NED (I)

Mr. P. Uday Bhaskar* Member ED (P)

Mr. T. Kiran* Member ED(PR)

Mr. S. K. Chaitanya Varma* Chairman* NED (I)

Mrs. P. Pushpalatha * Member* NED (P)

*Resigned as on 08.08.2015 #Appointed as on 08.08.2015

NED(I): Non Executive Independent Director NED(P) :Non Executive Director Promoter ED(P): Executive Director/ Professional (PR)

Role and Responsibilities of the Committee includes the following:

* Framing of Risk Management Plan and Policy

* Overseeing implementation of Risk Management Plan and Policy

* Monitoring of Risk Management Plan and Policy

* Validating the process of risk management

* Validating the procedure for Risk minimization.

* Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

* Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

9. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

10. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134(5) oftheCompaniesAct, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and of the profit and loss of the company for that period;

(c) the directors had 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) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

11. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/JOINT VENTURES:

M/s. Mobiprise Systems Limited and Mudunuru DREAMS Private Limited are the subsidiaries of the company. (FORMAT IN ANNEXURE III)

13. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMATIN ANNEXUREI)

14. AUDITORS:

M/s. Chanamolu & Co., Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Chanamolu & Co., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

15. INTERNAL AUDIT:

M/S. Penmetsa & Associates, Chartered Accountants, Visakhapatnam are the internal Auditors of the Company.

16. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. Vivek Surana & Associates, Practising Company Secretaries is annexed to this Report as annexure.

17. AUDIT REPORTS:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and has noted thatthe same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges associated with the business.

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and noted is at the same does not have any reservation, qualifications or adverse remarks.

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

The required information as per Sec. 134 (3)(m) of the Companies Act, 2013 is provided hereunder:

A. Conservation of Energy

Your company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technologyabsorption,adoptionandinnovation : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Rs.530.73 Lakhs

Foreign Exchange Outgo : Nil

19. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BYTHE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

22. INSURANCE:

The properties and assets of your Company are adequately insured.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans.

24. CREDIT & GUARANTEE FACILITIES:

The Company has been not availing any facilities of Credit and Guarantee.

25. RISK MANAGEMENT POLICY:

The risk Management Committee constitutes for the purpose will ensure all required measures shall be in place for better compliance.

26. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not have the net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more, or a net profit of Rs. 5 crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and accordingly the Company need not adopt any Corporate Social Responsibility Policy.

27. RELATED PARTY TRANSACTIONS:

During the year the company has not entered any Contracts or Arrangements with Related parties referred to in Section 188(1).

28. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 30.03.2015 without attendance of non- independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings

* Attendance atthe Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

* Monitoring the effectiveness of the company's governance practices

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to the Company.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, remuneration of Rs. 10,75,000/- has been paid to Mr. Uday Bhaskar, Director of the Company.

31. LISTINGWITH STOCK EXCHANGES:

The Company is listed with Ahmedabad Stock Exchange Limited, Calcutta Stock exchange Limited and BSE Ltd.

32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

33. INDUSTRY BASED DISCLOSURES AS MANDATED BYTHE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

34. SECRETARIAL STANDARDS EVENT BASED DISCLOSURES

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

35. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

36. 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 The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received : Nil

No. of complaints disposed off: Nil

37. ACKNOWLEDGEMENTS:

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, ASE, CSE, NSDL, CDSLetc. for their continued support for the growth of the Company.

For and on behalf of the Board Green Field Agri Ventures Limited

Sd/- Sd/- T.Kiran P. Uday Bhaskar Place: Visakhapatnam Whole Time Director Whole Time Director Date: 17.08.2015 (DIN:00472025) (DIN: 02773570)




Mar 31, 2014

Dear members,

We have pleasure in presenting the 20th Annual Report with Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

(Rupees in Lakhs) Particulars 2013-2014 2012-2013

Income from Operations 799.59 586.55

Profit before depreciation and Tax 84.15 18.43

Depreciation 39.23 2.36

Profit before Tax 44.92 16.07

Provision for Tax (1.95) 4.50

Profit after Tax 46.87 11.57

PERFORMANCE REVIEW:

During the year under review, the Company has recorded a turnover of Rs. 799.59 Lakhs and the profit of Rs. 46.87 Lakhs against the turnover of Rs. 586.55 Lakhs and profit of Rs. 11.57 Lakhs in the previous financial year ending 31.03.2013.

DIVIDEND:

Your directors express inability to declare dividend for this financial year. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Calcutta Stock Exchange Limited, Ahmedabad Stock Exchange Limited and the scrip is traded on BSE Limited (Indonext Model).

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company''s assets have been adequately insured against major risks.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr. P. Uday Bhaskar retires by rotation and is eligible for re-appointment. Your Board recommends the re-appointment of the Director.

During the year Mr. B. Venkata Surya Krishna Raju, Director of the company resigned from the Board with effect from 12.11.2013. Mr. Ashok Kumar Shukla, resigned from the post of Company Secretary with effect from 12.08.2013. The Board places on record its deep appreciation and gratitude for the valuable services rendered by them during their tenure.

Mr. Kush Mohammad is appointed as Company Secretary of the Company w.e.f. 18.07.2014.

Pursuant to the notification of Sec. 149 and other applicable provisions of Companies Act, 2013, your Directors are seeking appointment of Mr. S K Chaitanya Varma and Mrs. S. Latha as Independent Directors for five consecutive years for a term upto 31st March, 2019. Details of the proposal for appointment of Mr. S K Chaitanya Varma and Mrs. S. Latha are mentioned in the Notice of 20th Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm

i) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) That the directors had 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.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

Your directors propose the appointment of M/s. Chanamolu & Co. as auditor of the company to hold office until the conclusion of next Annual general Meeting.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on behalf of the Board Green Field Agri Ventures Limited

Place: Hyderabad Sd/- Date: P Uday Bhaskar Director


Mar 31, 2013

To , The Members

The have pleasure in presenting the 19th Annual Report with Audited Statements of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs in Lakhs) Particulars 2012-2013 2011-12

Income 586.55 784.85

Expenditure 570.48 776.33

Profit before Tax 16.0 8.52

Provision for Taxation 4.50 2.88

Net Profit after Tax 11.57 5.64



PERFORMANCE REVIEW:

During the year under review, the Company has recorded a turnover of Rs. 586.55 Lakhs and the profit of Rs. 11.57 Lakhs in the current year against the turnover of Rs. 784.85 Lakhs and profit of Rs. 5.64 Lakhs in the previous financial year ending 31.03.2012.

The Company has been continuously working on quality up gradation and austerity measures for achieving efficient running of the organization.

DIVIDEND:

Keeping the Company’s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Calcutta Stock Exchange, The Ahmedabad Stock Exchange and the scrip is traded on Bombay Stock Exchange Limited (Indonext Model).

CHANGE OF OBJECTS :

During the year the company amended the main Objects into solar, infrastructure, educational institutions and Agriculture thereby enabling the company to carry on the business under new objects in addition to existing business i.e. Software pursuant to members approval obtained through postal ballot on 26.03.2013.

Further the Company also amended other objects of the memorandum of association by adding the new clauses 54 to 57 namely Pharmaceuticals, Core Investment company, portfolio management and franchisee business of any product immediately after the existing other objects pursuant to members approval obtained through postal ballot on 26.03.2013.

ALLOTMENT OF SHARES:

On 13.05.2013, the company has allotted 2,20,000 equity shares to the promoters on preferential basis, in accordance with the preferential issue guidelines given in chapter VII of SEBI (ICDR) Regulations 2009 and subsequent amendments thereto. With this, the paid up capital of the Company stands at Rs. 47,855,000 divided in to 47,85,500 equity shares of Rs 10/- each. REGISTERED OFFICE:

The registered office of the company was shifted to D. No. 50-118-4/5, Thyagaraja Bhavan, HIG-35, Seethammadhara (NE), Visakhapaatnam, Andhra Pradesh-500013. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

INSURANCE:

The company’s assets have been adequately insured against major risks.

DIRECTORS:

During the year the Directors namely, Mr. M. Ramachandra Reddy, Mr. A. Ramesh Babu, Mr. K. Krishna Reddy, Mr. G. Rajesh, Mr. G.V. Satyanarayana resigned from the Board with effect from 12.04.2013.

The Board wishes to place on record its deep appreciation and gratitude for the valuable services rendered by them during their tenure.

During the year, Mr. P. Uday Bhaskar, Mrs. P. Pushpalatha, Mr. S. Krishna Chaitanya Varma, Mrs. B. Renuka, Mrs. S. Latha, Mr. B. Venkata Surya Krishna Raju were appointed as Additional Directors to hold office up to the date of ensuing annual general meeting. In view of versatile experiences held by them, your directors recommend their appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT: In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm

i) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) That the directors had 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.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE :

Your company has obtained a Secretarial Compliance Certificate under proviso to subsection (1) of the Section 383A of Companies Act, 1956 from Practicising Company Secretary, Hyderabad as same is enclosed to this report as Annexure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

Your directors propose the appointment of M/s. Chanamolu & Co. as statutory auditor of the company to hold office until the conclusion of next Annual general Meeting.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors forms part of this Report as Annexure.

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co- operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I, P Uday Bhaskar, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board

Green Field Agri Ventures Limited

Sd/-

Place: Visakhapatnam P. Uday Bhaskar

Date: 12.08.2013 Director


Mar 31, 2011

To, The Members of Oripro Limited

The Directors have pleasure in presenting the Seventeenth Annual Report on the business and operations of your company and the Audited Financial Results for the year ended on 31 st March 2011.

FINANCIAL HIGHLIGHTS FOR THE YEAR 2010-11:

(Rs.) (Rs.)

Particulars 31.03.2011 31.03.2010

7,64,28,090 7,52,82,340 Total income

b) 7,55,94,863 7,45,17,484 Total Expenditure

c) Net Profit before Tax 8,33,226 7,64,856 (a - b)

d) 2,54,900 2,36,341 Provision for Taxation

e) Net Profit after Tax 5,78,326 5,28,516 (c - d)

OPERATIONS :

The Company has recorded a turnover of Rs764.28 lacs in the current year against the turnover of Rs.752.82 lacs in the previous financial year ending 31.03.2010. The Company has earned net profit of Rs. 578326 lacs against the profit of Rs. 528516 lacs in the previous year.

DIVIDEND:

Your Directors do not recommend any Dividend for the Financial Year 2010-11.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT:

Directors hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with 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 and of the profit or 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 the Companies 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.

FORFEITURE OF SHARES:

The Company forfeited 35,29,000 Equity Shares in the Board meeting held on 16.06.2011 for nonpayment of allotment money. As a result of aforesaid forfeiture the paid up capital of the Company stands at Rs. 4,56,55,000 divided into 45,65,500 equity shares of Rs. 10/- each.

AUDITORS:

M/s. M.M. Reddy & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible have opted for reappointment.

CODE OF CONDUCT

The code has been circulated to all the members of the Board and senior management and the compliance of the same has been affirmed by them. A declaration signed by the Managing director is given elsewhere in the annual report.

PARTICULARS OF EMPLOYEES:

There are no employees, whose particulars are required to be furnished under Section 217(2A) of Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

During the current year, your Directors continued adopting the code of Corporate Governance. A separate report on the Corporate Governance and Management Discussion and Analysis is attached as part of the Annual Report. An Auditors' Certificate regarding compliance of conditions of Corporate Governance is also annexed.

DIRECTORS:

During the year Mr. K. Krishna Reddy, was appointed as additional director on the Board w.e.f 31.01.2011 and Mr. P. Uday Bhaskar resigned from the Board w.e.f.31.01.2011

The Board placed on records its sincere appreciation for the valuable services rendered by Mr. P.Uday Bhaskar during his tenure as director of the Company.

LISTING:

The Company's Equity shares are listed on Calcutta Stock Exchange and Ahmedabad Stock Exchange.

CHANGE OF REGISTRAR & SHARE TRANSFER AGENT:

During the year the Company has appointed M/s Aarthi Consultants Private Limited, Hyderabad as Registrar & Share Transfer Agent in place of M/s Intime Spectrum Registry Private Limited, Mumbai.

ACKNOWLEDGEMENT:

Directors wish to place on record their deep appreciation of the services rendered by the staff for the smooth functioning during the year. They also express their thankfulness to both Central and State Government authorities for their cooperation, bankers to the Company, and all of its employees.

For and on behalf of the Board of

M/s. Oripro Limited

Sd/-

M .Ramachandara Reddy

Place : Hyderabad

Managing Director

Date : 16.06.2011


Mar 31, 2010

To The Members of Oripro Limited

The Directors have pleasure in presenting the Sixteenth Annual Report on the business and operations of your company and the Audited Financial Results for the year ended on 31st March 2010.

FINANCIAL HIGHLIGHTS FOR THE YEAR 2009-10:

The Operating results for the year are as follows:

FINANCIAL RESULTS: 31.03.2010 31.03.2009 (Rs.) (Rs.)

a)Total income 75,282,340 51,479,735

b)Total Expenditure 74,517484 51,097,127

c)Net Profit before Tax (a-b) 764,856 382,608

d)Provision for Taxation 236,341 -729*

e) Net Profit after Tax (c - d) 528,515 383,337

* Provision for Taxation - Deferred tax

OPERATIONS:

The Company has recorded a turnover of Rs. 752.82 lacs in the current year against the turnover of Rs.514.79 lacs in the previous financial year ending 31.03.10. The Company has earned net profit of Rs.5.28 lacs against the profit of Rs.38.33 lacs in the previous year.

The Company has been continuously working on quality up gradation and cost reduction plans.

REVIEW OF PERFORMANCE AND BUSINESS PROSPECTS:

The company shall focus on the overseas software markets and onsite consultancy services, which are becoming more feasible due to more acceptability for India as preferred destination. The company would seek to focus on managing costs, optimize its services, concentrate on medium sized- clients & pursue new opportunities for growth. The company may also focus on new emerging business opportunities, which will be informed appropriately.

UPDATING COMPLIANCES WITH STOCK EXCHANGES WITH RESPECT TO LISTING AGREEMENT, SEBI TAKEOVER CODE ETC;

The Company has updated all the compliances with Calcutta Stock Exchange and Ahmedabad Stock Exchanges with respect to listing agreement, SEBI Takeover Code etc.

DIVIDEND:

Your Directors do not recommend any Dividend for the current Financial Year 2009-10.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT:

Directors hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with 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 and of the profit or 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 the Companies 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.

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

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

DIRECTORS:

During the year Mr. Jaganmohan Reddy, Mr. P.Uday Bhaskar, Mr. M. Ramchandra Reddy, Mr. A. Ramesh Babu and Mr. D. Srinivasa Reddy, were appointed as additional director on the board w.e.f.06.03.2010, 31.07.2010, 06.03.2010, 31.07.2010, 31.08.2010 respectively. Mr. T. Anil Kumar, Mr.V. Lakshamana Rao, Mr. M.S. Prasad and Mrs. Moturi Sunitha were resigned from the Board w.e.f.29.04.2010, 31.07.2010 respectively. Mrs. Subhashini was appointed as an additional director on the board on 14.08.2010 and resigned on 31.08.2011 from the board due to her preoccupation. The Board placed on records its sincere appreciation for the valuable services rendered by Mr.TAnul Kumar, V.Lakshamana Rao, Mrs Moturi Sumitha ,and Mrs. Subhashini. Director during their tenure.

PARTICULARS OF EMPLOYEES:

None of the employees is in receipt of remuneration exceeding the limit and whose particulars are required to be given as prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS:

During the year M/s. M.M. Reddy & Co., Chartered Accountants, Hyderabad, were appointed as Statutory Auditors of the company in the extra ordinary general meeting held on 30.10.2009 in the place of existing auditors i.e., M/s JBRK & Co.,. M/s. JBRK & Co., who resigned due to their preoccupation. The Board placed on records its sincere appreciation for the valuable services rendered by M/s. JBRK & Co.,.

M/s. M.M. Reddy & Co., Chartered Accountants the Company's Auditors retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. Your Directors recommend their appointment.

Code of Conduct

The code has been circulated to all the members of the Board and Senior management and the compliance of the same has been affirmed by them. A declaration signed by the Director is given in Annexure

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

During the current year, your Directors continued adopting the code of Corporate Governance. A separate report on the Corporate Governance and Management Discussion and Analysis is attached as part of the Annual Report. An Auditors' Certificate regarding compliance of conditions of Corporate Governance is also annexed.

LISTING:

The Company's Equity shares of the company are present listed in Calcutta Stock Exchange Ltd and Ahmedabad Stock Exchange Ltd.,

ACKNOWLEDGEMENT:

Directors wish to place on record their deep appreciation of the services rendered by the staff for the smooth functioning during the year. They also express their thankfulness to both Central and State Government authorities for their cooperation, bankers to the Company, and all of its employees.

CHANGE IN REGISTERED OFFICE:

During the financial year the Company's registered office was shifted from 401, Shalimar Apts, Madhuranagar, Hyderabad to Plot No. 110, Road No.10, Jubilee Hills, Hyderabad - 500033. w.e.f. 06.10.2009.

On 6th March 2010, the Company's registered office was again shifted from Plot No. 110, Road No.10, Jubilee Hills, Hyderabad - 500033 to G-8, Amrutha Ville, Opp. Yashoda Hospital, Rajbhavan Road, Somajiguda, Hyderabad-500082.

For and on behalf of the Board of

M/s. ORIPRO LIMITED

Sd/- M.Ramachandra Reddy

Place : Hyderabad Director

Date : 01.09.2010


Mar 31, 2009

To,The Members of ORIPRO LIMITED

The Director's present the 15th Annual Report along with Audited statement of Accounts for the year ended on 31st March, 2009.

FINANCIAL RESULTS:

The following figures represent the results for the year:-

(Amount in Rs.)

2008-09 2007-08

Profit/Loss before Tax (47428) (58781)

Provision for Tax -- --

Profit After Tax (47428) (58781)

OPERATIONS :

The company shall focus on the overseas software markets and BPO operations, which are becoming more feasible due to more acceptability for India as preferred destination. The company would seek to focus on managing costs, optimize its services, concentrate on medium sized- clients & pursue new opportunities for growth. The company may also focus on new emerging business opportunities, which will be informed appropriately.

DIVIDEND:

In the absence of adequate profit your Directors do not recommend any Dividend for the current Financial Year- 2008-09.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits during the year under review.

DIRECTORS:

Mr. M. Srinivasa Prasad, Managing Director retires by rotation and being eligible, offers himself for re-appointment. Your Board recommends the re-appointment of the Director above.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

(a) That in preparation of the annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material department.

(b) That the Directors had 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 affairs of the company at the end of the financial year ended on 31st March 2009 and of the profit of the company for that year.

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March 2009 in accordance with the provisions of the companies Act, 1956 for safe guarding the assets of the company and for prevention and detection of fraud and other irregularities.

(d) that the Directors had prepared the Annual Accounts on an ongoing basis.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARING AND OUTGO.

Particulars as required under the companies (Directors of Particulars in respect of Board of Directors Rules, 1988) are not applicable to the company.

PARTICULARS OF EMPLOYEES:

As the Company is not having any employee during the year under review, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

AUDITORS:

M/s. JBRK & Co., Chartered Accountants, Hyderabad, the Company's Auditors retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. Your Directors recommend their appointment.

REPORT ON CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate

Governance, along with a certificate of compliance from the Auditors, is attached elsewhere in the annual report.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for assistance and co- operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

Declaration by Managing Director of affirmation by Directors and senior Management personnel of compliance with the code of conduct

The shareholders

I, M. Srinivas Prasad, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of

Oripro Limited

Sd/-

Place: Hyderabad M. Srinivas Prasad

Date: 01.09.2009 Managing Director

 
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