Mar 31, 2018
Dear Members,
We are pleased to present the report on our business and operations for the year ended 31st March, 2018. Results of our Operations:
The Companyâs financial performance for the year ended 31st March, 2018 is summarized below:
Rs.
Particulars |
FY 2017-2018 |
FY 2016-2017 |
Profit Before Tax & Extraordinary Items |
(20.24) |
4.24 |
Tax Expense |
||
-Current Tax |
- |
(1.31) |
-Deferred Tax Liability/(Assets) |
- |
- |
Net Profit for the year |
(20.24) |
2.93 |
OVERVIEW OF ECONOMY
The economy of India is a developing mixed economy. It is the worldâs fifth-largest economy by nominal GDP and the third-largest by purchasing power parity(PPP). The country ranks 139th in per capita GDP (nominal) with S2,134 and 122nd in per capita GDP (PPP) with S7,783 as of 2018. After 1991 economic liberalisation, India achieved 6-7% average GDP growth annually. In FY 2015 and 2018 Indiaâs economy became the worldâs fastest growing major economy, surpassing China.
The long-term growth prospective of the Indian economy is positive due to its young population, corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India topped the World Bankâs growth outlook for the first time in fiscal year 2015-16, during which the economy grew 7.6%. Despite previous reforms, economic growth is still significantly slowed by bureaucracy, poor infrastructure, and inflexible labor laws(especially the inability to lay off workers in a business slowdown).
Review of Operations and affairs of the Company:
During the year under review, the Company has incurred Profit before Interest, Depreciation & tax of Rs. (20, 24,758)/- as compared to Rs. 4, 23,687/- in previous year. The net profit for the year under review has been Rs. (20, 24,758)/- as compared to Rs. 2, 92,768/- to the previous year. Your company is constantly looking for various avenues in the segment of Consultancy, Advisory and Investing/ trading of shares and securities.
There is no change in the Share Capital of the Company compared to Previous Years.
Dividend:
Your Directors feel it is prudent to plough back the profit for future growth of the Company and with a view to converse the resources, they do not recommend any Dividend for the year ended 31st March, 2018.
Transfer to Reserves:
The Company has not transferred any amount of percentage (%) to General Reserves.
Deposits:
During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 76 of the Companies Act, 2013 and the rules there under. There are no public deposits, which are pending for repayment.
Finance & Accounts:
As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companyâs state of affairs, profits and cash flows for the year ended March 31, 2018.
The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.
Particulars of loans, guarantees or investments:
It is hereby informed that the company has given loan of Rs 135,372,945 /-, however, the Company has neither made any investments nor given any guarantee or provided any security during the financial year under review.
Particulars of Contracts or Arrangements made with Related Parties:
The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 during the financial year under review.
Subsidiary Company:
The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the company during the previous financial year.
Directorâs Responsibility statements:
Pursuant to Section 134 (3) ( c ) and Section 134 (5) of the Companies Act, 2013, the Board of Director, to the best of their knowledge and ability, confirm that :
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
ii. 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 & Loss of the company for that period;
iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv. The directors have prepared the annual accounts on a going concern basis;
v. The directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively;
vi. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Recommendations of the Audit Committee:
During the year under review, all the recommendation made by the Audit Committee was accepted by the Board.
Directors
There has been no change in the composition of the Board during the Financial Year 2017-18
Human Resource Management:
To ensure good human resource management at PS IT Infrastructure & Services Limited, we focus on all aspect of the employee life cycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.
i. Particulars of Employees:
There are two employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies Act (Appointment and Remuneration of managerial Personnel) Rules, 2014.
The Company currently does not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employee.
ii. Directors :
Sl. No. |
Name |
DIN |
Designation |
Date of Appointment |
1 |
Mr. Johar Pal Singh |
00113986 |
Director |
26/08/2014 |
2 |
Mrs Vandana N Sahu |
07145984 |
Director |
31/03/2015 |
3. |
Mr. Pradeep Pushkarmal Gupta |
01964509 |
Diretor |
03/05/2013 |
4. |
Mr. Kawarlal Kanhaiyalal Ojha |
07459363 |
Managing Director |
19/03/2016 |
Material changes and commitments affecting financial position between the end of the financial year and date of report.
There have been no material changes and commitments affecting financial position between the end of the financial year and date of report.
Information Technology
Innovation and Technology are synonymous with the Company. The investment in Technology acts as a catalyst and enables the Company to be innovative.
Report on Corporate Governance
At PS IT Infrastructure & Services Limited, it is imperative that our Company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.
Pursuant to Regulation 27 of SEBI LODR Regulations, 2015 a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.
a. Auditors:
i. Statutory Auditor
The Auditors M/s B. S. Kedia & Co, Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 36th Annual General Meeting up to the conclusion of the 37th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. B.S Kedia & Co; that they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949, or the rules and regulations made there-under; the proposed appointment is as per the term and within the limits laid down by or under the authority of the Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to professional conduct.
ii. Internal Auditor:
The Company has appointed M/s. Mahato Prabir & Associates, Chartered Accounted Firm, Kolkata (FRN - 325966E) to undertake the Internal Audit of the Company.
iii. Secretarial Auditor:
Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed H V Gor & Co, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.
b. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:
i. By the Statutory Auditor in the Audit Report:
The Auditors Report does not contain any qualification, reservations or adverse remarks.
ii. By the Secretarial Auditor in the Secretarial Audit Report:
The Company has not appointed a Company Secretary and/or Compliance Officer in terms of Section 203(1) (ii) of the Companies Act, 2013 and Regulation 6 of the SEBI (Listing and Obligations Disclosure Requirements) Regulations, 2015 respectively.
The Board with respect to the above mentioned reservation, herewith informs that during the F.Y. 2017-17 the Company did not find a suitable candidate for the position of the Company Secretary cum compliance officer, thus the said position was vacant.
c. Internal Financial Control
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
d. Outstanding GDRs/ ADRs/ Warrants or any Convertible instruments, conversion data likely impact on Equity
Not any
e. Corporate Social Responsibility
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.
i. Particulars on Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo;
- Energy Conservation;
Conservation of Energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized. No additional proposals/ investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc. are not applicable
- Research and Development and Technology Absorption
The Company has not adopted any technology for its business and hence, no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.
- Foreign Exchange Earning and Outgo
The Company has not earned or spent any foreign exchange during the year under review.
f. Others:
i. Extract of Annual Return:
In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 an extract of the Annual Return in the prescribed format is annexed to this Report.
ii. Significant and Material Orders:
There are no significant and material order passed by the Regulators/ Courts or Tribunals impacting the going concern status and Companyâs operations in future.
iii. 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 requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All the employees (permanent, contractual, temporary, trainees) are covered under this Policy. During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.
iv. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review:
- Issue of Equity Shares with differential rights as to dividend, voting, or otherwise.
- Issue of shares (including sweat equity shares) to employees of the Company under any Scheme.
- Redemption of Preference Shares and/ or Debentures.
g. Acknowledgement
Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your Companyâs achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.
Mumbai, May 30,2018 By order of the Board
For PS IT INFRASTRUCTURE & SERVICES LIMITED
Registered Office :
Office No-308, B2B Agarwal Centre,
Near Malad Industrial Estate,
Kanchpada, Mumbai: 400064 MR. KAWARLAL KANAHAIYALAL OJHA
MANAGING DIRECTOR
(DIN: 07459363)
Mar 31, 2015
The Directors have pleasure in presenting the 33rd Annual Report of
the Company along with the Audited Statement of Accounts for the year
ended as on 31st March, 2015
FINANCIAL RESULTS:
(Amount in Rs)
Particulars
31-03-2015 31-03-2014
Revenue from Operations 3,98,63,17,293 1,04,71,08,374
Profit(Loss) before Tax 1,72,10,515 1,05,00,386
Provision for Tax-FBT 55,83,952 32,44,619
Profit (loss) after Tax 72,55,767 1,16,26,563
Prior Period Adjustments - -
Net Profit After Tax 72,55,767
1,16,26,563
PERFORMANCE & RESULTS:
Your directors are glad to inform you that the Company has seen a
growth in revenue from Rs. 1,047,108,374/- for F. Y 2013-14 to Rs.
3,986,317,293/- for F. Y 2014-15. The Company has gained a net profit
after tax of Rs.11,626,563/- for F.Y 2014-15 as compared to Rs.
7,255,767/- for F.Y 2013-14. Your Board of Directors promise to
dedicate all efforts towards the sustainable growth of the Company.
DIVIDEND:
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and with a view to conserve the resources,
they do not recommend any dividend for the year ended 31st March, 2015.
1. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the provisions of Section 135 of the
Companies Act, 2013 are not applicable.
2. STATUTORY AUDITORS
M/s Ranjeet Gothi & Associates, Surat (Firm Registration Number:
137993W)were appointed as the Statutory Auditors of the company last
year in AGM held on 29th September, 2014, for five consecutive years,
subject to ratification at every Annual General Meeting. Accordingly,
their appointment is proposed to be ratified in the ensuing AGM. They
have given their eligibility & consent for the proposed ratification.
3. SECRETARIAL AUDITORS
M/s. H V Gor & Co, Practicing Company Secretaries have been appointed
in the Board Meeting held on 31st March, 2015 as the Secretarial
Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct
Secretarial Audit of the matters of the Company and report thereof. The
Secretarial AuditorÂs Report has been annexed to the Board Report under
Annexure IV.
4. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
There was no qualification, reservation or adverse remark made by the
Auditors in their report.
The explanations made by the Board relating to the qualifications,
reservations, adverse remarks made by the Practicing Company Secretary
in his Secretarial Audit Report are furnished as under:
a. The Company has been inviting the applications for the post of
Company Secretary in whole time employment of the Company by issuing
classifieds in the newspapers. However, the Company has failed to
receive application from a suitable candidate for the aforementioned
responsibilities.
b. The Company has been keen on appointing a suitable candidate for
the post of Chief Financial Officer of the Company. However, the
Company failed to do so in F. Y 2014-15 owing to the lack of perfect
candidature for the post. However, the Company has appointed Mr. Rajesh
Patole as the Chief Financial Officer of the Company.
c. The Company has failed to file e-form DIR-12 in respect of Mr.
Kashi Bajaj and Mr. Pradeep Gupta which was due to genuine oversight on
the part of the Company and there was no mala fide intention to deceive
the interest of the stakeholders of the Company.
d. The Company has failed to file e-form MGT-15 with the Registrar of
Company which was due to genuine oversight on the part of the Company.
However, there was no mala fide intention to deceive the interest of
stakeholders of the Company.
5. DIRECTORS
The Board of Directors hereby mentions that all the aforementioned
changes were duly approved and recommended by the Nomination and
Remuneration Committee of the Board of Directors of the Company.
Consequent upon the aforementioned changes in the Board of Directors of
the Company, the Board of Director stands as follows as on date:
Name Designation Date of DIN
Appointment
Executive Directors
Mr. Sajjan Kedia Managing
Director & 20/06/2012 00344092
CEO
Mr. Johar Pal Singh Whole Time
Director 26/08/2014 00113986
Non-Executive/Independent Directors
Mr. Kashi Prasad
Bajaj Independent
Director 31/08/2013 00559830
Mr. Pradeepkumar
Pushkarmal Gupta Independent
Director 03/05/2013 01964509
Ms. Vandana
Neerajkant Sahu Independent
Director 31/03/2015 07145984
6. DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
7. BOARD MEETINGS
During the financial year under review, the Board of Directors met
Eight times.
8. COMPANYÂS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination
and Remuneration Committee are not applicable to the Company and hence
the Company has not devised any policy relating to appointment of
Directors, payment of Managerial remuneration, Directors
qualifications, positive attributes, independence of Directors and
other related matters as provided under Section 178(3) of the Companies
Act, 2013.
9. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Company has not appointed any employee(s) in receipt of
remuneration exceeding the limits specified under Rule 5 (2) of
Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014.
10. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in
line with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress
complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15.
No of complaints received : Nil
No of complaints disposed off: Nil
11. DIRECTORS'RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the
Companies Act, 2013, your Directors state that:
a. In the preparation of the annual accounts, the applicable
accounting standards have been followed with proper explanation
relating to material departures, if any;
b. They have, in the selection of the accounting policies, consulted
the Statutory Auditors and have 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 as at 31st
March, 2015 and of its Profits for the year ended on that date;
c. They have taken proper and sufficient care to the best of their
knowledge and ability 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; and
d. They have prepared the annual accounts for the year ended 31st
March, 2015 on a 'going concern' basis; and
e. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There was no loan given or guarantee given or investment made or
security provided pursuant to Section 186 of the Companies Act, 2013
during the year under review and hence the said provisions are not
applicable.
13. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits
of the Company. Hence, disclosure under Section 134 (3) (j) of the
companies act, 2013 is not required.
14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statement relate on the date of this report.
15. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
The particulars as required under the provisions of Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 in respect of conservation of energy and
technology absorption are not required to be furnished considering the
nature of activities undertaken by the Company during the year under
review. Further during the year under review, the Company has neither
earned nor used any foreign exchange.
16. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT
The Company has developed & implemented Risk Management Policy.
However, Company has not come across any element of risk which may
threaten the existence of the Company.
17. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYÂS
OPERATION IN FUTURE
There are no significant material orders passed by the Regulators /
Courts / Tribunal which would impact the going concern status of the
Company and its future operations. Hence, disclosure pursuant to Rule 8
(5) (vii) of Companies (Accounts) Rules, 2014 is not required.
18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF
COMPANIES (ACCOUNTS) RULES, 2014:
The Company has an adequate internal financial control system,
commensurate with the size of its business operations.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIESMADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
under review.
20. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in "Annexure I".
21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
The Audit Committee consists of the following members;
a. Mr. Kashi Prasad Bajaj
b. Mr. Pradeepkumar Pushkarmal Gupta
c. Mr. Johar Pal Singh
The above composition of the Audit Committee consists of independent
Directors viz., Mr. Kashi Prasad Bajaj and Mr. Mr. Pradeepkumar
Pushkarmal Gupta who form the majority.
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company.
22. CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance
practices. It believes that proper corporate governance is not just a
regulatory compliance but also a facilitator for enhancement of
stakeholderÂs value. Reports on Corporate Governance and Management
Discussions & Analysis are annexed and form part of this report as
'Annexure IIÂ.
23. APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for
the co-operation and support of the CompanyÂs Bankers, its valued
customers, employees and all other intermediaries concerned with the
CompanyÂs business.
Your directors are grateful towards all members for supporting and
sustaining us during the intricate days. We look forward to your
continued support and reiterate that we are determined to ensure that
the plans are successfully implemented.
By Order of the Board of Directors
Sd/-
Place: Mumbai Sajjan Kedia
Date: 3rd September, 2015 Managing Director
DIN-00344092
Mar 31, 2014
The Directors have pleasure in presenting the 32nd Annual Report of
the Company along with the Audited Statement of Accounts for the year
ended as on 31st March, 2014
FINANCIAL RESULTS:
(Amount in Rs)
Particulars 31-03-2014 31-3-2013
Revenue from Operations 1,036,231,309 1,429,815,283
Profit(Loss) before Tax 10,500,386 547,559
Provision for Tax-FBT 3,244,619 133,000
Profit (loss) after Tax 7,255,767 414,559
Prior Period Adjustments - -
Net Profit After Tax 7,255,767 414,559
PERFORMANCE & RESULTS:
The Company during the year under review had trading business in IT
software and hardware products. Inspire of adverse market conditions,
Your Company has generated revenue from operations and achieved a
turnover of Rs. 1,036,231,309/- during the current year, as against Rs.
1,42,98,15,283/- during the previous year. Company and made a net
profit of Rs. 7,255,767 /- during the year under review as compared to
Rs. 414,559/-during the previous year.
The Management of the Company continues its focus on the business of
merged business entities and with the better political stability in the
India, looks forward for better growth and performance in the coming
years.
DIVIDEND:
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and with a view to conserve the resources,
they do not recommend any dividend for the year ended 31st March, 2014.
DEPOSITORY SYSTEM:
The equity shares of the Company are available for dematerialization
through Depository participants, on both the Depositories viz. National
Securities Depository Ltd. (NSDL) and Central Depository Services
(India) Ltd. (CDSL).
SHARE CAPITAL AND CHANGES THEREIN:
- During the year under review, the market price of the shares of the
Company witnessed significant spurt over the last 12 months. In order
to improve the liquidity of the Company's shares in the stock market and
to make it affordable to the small investors, the Company decided to
sub-divide the nominal value of the equity portion of the authorized
share capital of the Company and obtained approval of the shareholders
of the Company in the Extra Ordinary General Meeting held on 19th April
2014. The Company is in the process of implementing stock split with
necessary compliances.
DIRECTORS' RESPONSIBILITY STATEMENT :
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the
following statement pursuant to Section 217(2AA) of the Companies Act,
1956:
1. That in the preparation of Annual accounts for the year ended March
31, 2014; the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any.
2. That the appropriate accounting policies had been selected and
applied consistently, and judgments and estimates have been made that
were reasonable and prudent so as to give a true and fair view of the
state of affairs of the company as at March 31, 2014 and of the profits
of the company for the said year.
3. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
That the accounts have been prepared on a "going concern basis"
ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
As the operations have not yet been commenced as stated above,
information in accordance with the provisions of Section 217 (1) (e) of
the Companies act, 1956 read with Companies (Disclosures of Particulars
in the Report of Board of Directors) Rules, 1988 regarding conservation
of energy technology absorption and foreign exchange earning and outgo
are not applicable as the company has not undergone any manufacturing
activity.
PARTICULARS OF EMPLOYERS:
As there is no employee covered under the provisions of Section 217
(2A) of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975, information relating thereto are not given
forming part of this report.
FIXED DEPOSITS :
Your company has neither invited nor accepted any Fixed Deposits from
the public during the financial year under review.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:
Separate notes on Corporate Governance and Management Discussion and
Analysis Report are set out as Annexure "A" and "B" respectively. A
Certificate from the Auditor of the Company certifying compliance
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
LISTING AGREEMENTS REQUIREMENTS:
The securities of your company are listed at BSE Limited. The Company
has paid the listing fees for the year 2014-15 and the Equity Shares of
your Company are traded on the Exchange.
BUY-BACK OF SHARES
There was no buy-back of shares during the year under review.
RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF
COMPANIES ACT 2013:
Since last AGM, there has been no major change in the structure of the
Board of Directors and the composition of Board of directors of the
company is an appropriate combination of Executive and Non executive
Directors with right element of independence. As on 31st March 2014 the
Board consists of three Directors. More than Fifty percent of the Board
consists of Non-Executive Independent Directors.
Further, in the meeting of Board of Directors held on 26th August 2014,
Mr. Johar pal Singh has been appointed as Additional Director and
Executive Chairman Director by the Board. As he hold office only upto
the date of forthcoming Annual General Meeting, Board further
recommends his appointment to the shareholders.
Further, Mr. Nitin Agarwal was appointed as Chief Financial Officer in
the capacity of Key Managerial Personal in the Board Meeting held on
26th August, 2014.
Name of Director Designation KMP position held
Mr. Johar Pal Singh Executive Chairman
Director -
Mr. Sajjan Kedia Managing Director Chief Executive
Officer
Mr. Kashi Prasad Bajaj Chairman & Independent
Director -
Mr. Pradeepkumar
Pushkarmal Independent Director -
Gupta
Mr. Nitin Agarwal - Chief Financial
Officer
Further, your Directors confirm that in pursuance to the provisions of
the Companies Act, the Company in due course will appoint Women
Director and One More Director in the capacity of Non-executive
Independent Director which will strengthen the Board further and will
be helpful in empowering the Board of the Company to achieve higher
performance thereby resulting in overall growth of the Company.
AUDITORS:
M/s Ranjeet Gothi & Associates, Chartered Accountants, retire as
statutory Auditors of Company at the conclusion of the ensuring Annual
General Meeting (AGM) and have expressed their willingness to continue
as the Auditors of the company. Hence your directors propose
appointment of M/s Ranjeet Gothi & Associates, Chartered Accountants
Surat, as the statutory auditors of the company who has accepted the
same.
AUDITOR'S QUALIFICATIONS:
There are no qualifications in the Audit Report and the observations
and suggestions made by the Auditors in their report are
self-explanatory.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
During the year under review, there were no activities, which required
heavy consumption of energy. However adequate measures have been taken
to make sure that there is no wastage of energy. Since the requisite
information with regard to the conservation of energy, technology
absorption (Disclosures of Particulars in the report of Board of
Directors) Rules is irrelevant/not applicable to the company during the
year under review, the same are not reported.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
There has been no inflow or outflow of foreign exchange during the year
under review.
APPRECIATION:
The Board of Directors wish to place on record their appreciation for
the co-operation and support of the Company's Bankers, its valued
customers, employees and all other intermediaries concerned with the
company's business.
Your directors sincerely thank all members for supporting us during the
difficult days. We look forward to your continued support and reiterate
that we are determined to ensure that the plans are successfully
implemented.
For and on behalf of the Board of Directors,
Sd/-
Executive Director
Place: Mumbai Sajjan Kedia
Date: 26th August 2014 DIN-00344092
Mar 31, 2013
The Directors have pleasure in presenting the 31st Annual Report of
the Company along with the Audited Statement of Accounts for the year
ended as on 31st March'' 2013
FINANCIAL RESULTS:
(Amount in Rs)
Particulars 31-03-2013 31-3-2012
Revenue from Operations 1''42''98''15''283 NIL
Profit(Loss) before Tax 5''49''559 (1031216)
Provision for Tax-FBT 1''33''000 Nil
Profit (loss) after Tax 4''14''559 (1031216)
Prior Period Adjustments Nil
Net Profit After Tax 4''14''559 (1031216)
PERFORMANCE & RESULTS:
During the period under review'' the Company went through restructuring
by way of amalgamation with two IT Companies and Company''s amalgamated
revenue from operations stood at Rs. 1''42''98''15''383 /- . The Company
generated Net profit after Tax of RS. 4''14''559/-. With the financial
restructuring'' the Company looks forward for healthier results in the
coming years ahead.
DIVIDEND:
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and with a view to conserve the resources''
they do not recommend any dividend for the year ended 31st March'' 2013.
REVIEW OF OPERATIONS AND FUTURE PLANS:
As a part of expansion of its business line'' during the year under
review'' the Company acquired two IT Companies namely Swift
Infrastructure & Services Limited and Crescent Digital Technologies
Limited. These two companies are in the business of consultancy related
to development of IT software'' IT integrated infrastructure and trading
in computer and hardware'' developing IT integrated infrastructure and
executing other IT Infrastructure related contracts and trading in
computer hardware.
Pursuant to the scheme of Amalgamation (the scheme) approved by the
shareholders and sanctioned by Hon''ble High Court at Mumbai on 03 May
2013 under the provision of Companies Act'' 1956 (''The ActÂ) of which
the certified order copy received on 30th May 2013'' the entire
undertaking of Crescent Digital Technologies Limited (CDTL) and Swift
IT Infrastructure & Services Limited (SIISL)'' the transferor companies''
has been transferred to the Company as a going concern with effect from
31st July 2012 (the appointed date). In accordance with the scheme
4''25''20''000 Equity Shares of Rs.10/- each fully paid up and ranking in
pari-passu with the existing Equity Shares are to be issued by the
company to the equity share holders of Crescent Digital Technologies
Limited and Swift IT Infrastructure & Services Limited in the ratio of
1:1 i.e. 1 new equity share of Rs.10/- each in the transferee company
credited as fully paid up for 1 equity share of Rs.10/- each in the
capital of transferor company.
The Company is confident that the amalgamation will benefit
consolidation of the businesses of consultancy related to development
of IT software'' IT integrated infrastructure and result in economy of
scale and reduction in overheads'' administrative'' managerial and other
expenditure and optimal utilization of resources. High Court vide its
order dated 3rd May 2013 has approved the amalgamation and now the
Company looks forward with confidence for improved results and in turn
increase shareholders value.
DIRECTORS'' RESPONSIBILITY STATEMENT :
The Board of Directors of the Company confirms:
- That in the preparation of the annual accounts'' the applicable
accounting standards had been followed along with proper explanations
relating to material departure;
- That the selected accounting policies were applied consistently and
the Directors made judgments and estimates that are reasonable and
prudent'' so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year ended 31st March'' 2013 and
of the Profit and loss of the Company for the year.;
- 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'' 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
- That the Directors have prepared the annual accounts on a going
concern basis.
ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
As the operations have not yet been commenced as stated above''
information in accordance with the provisions of Section 217 (1) (e) of
the Companies act'' 1956 read with Companies (Disclosures of Particulars
in the Report of Board of Directors) Rules'' 1988 regarding conservation
of energy technology absorption and foreign exchange earning and outgo
are not applicable as the company has not undergone any manufacturing
activity.
PARTICULARS OF EMPLOYERS:
As there is no employee covered under the provisions of Section 217
(2A) of the Companies Act'' 1956 read with the Companies (Particulars of
Employees) Rules'' 1975'' information relating thereto are not given
forming part of this report.
FIXED DEPOSITS :
Your company has neither invited nor accepted any Fixed Deposits from
the public during the financial year under review.
CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:
Separate notes on Corporate Governance and Management Discussion and
Analysis Report are set out as Annexure ''AÂ and ''BÂ respectively. A
Certificate from the Auditor of the Company certifying compliance
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
LISTING AGREEMENTS REQUIREMENTS:
The securities of your company are listed at BSE Limited. Trading in
company''s securities was permitted by the Exchange during the year and
now the securities of your company are actively traded on the Exchange.
BUY-BACK OF SHARES
There was no buy-back of shares during the year under review.
DIRECTORS:
During the year'' Sundaram Sankaranarayanan and Mr. Pradeepkumar
Pushkarmal Gupta were inducted as an Additional directors on the Board
of the Company under Section 260 of the Companies Act'' 1956 w.e.f. 3rd
May 2013 and Mr. Kashi Prasad Bajaj was inducted as an Additional
Director on the Board under section 260 of the Act'' w.e.f. 31st August
2013'' who hold office only upto the date of forthcoming Annual General
Meeting.
The company has received notice from some of the shareholders of the
company proposing their candidature for the post of Directors. Your
Directors propose their appointment as the Directors of the company
liable to retire by rotation.
Further during the year Mr. Johar Pal Singh retires by rotation and he
has expressed his unwillingness to get re-appointed. Your Directors
propose not to re-appoint Mr. Johar Pal Singh as the Director of the
Company.
Further'' during the year'' Mr. Rajnikant Fulchand Shah & Mr. Pankaj
Ramniklal Pandya'' resigned from the post of Directorship respectively
w.e.f. 3rd May 2013. Your directors extend their sincere gratitude for
valuable services provided by them during their tenure to the Board.
AUDITORS:
M/s. RAHUL R JAIN & ASSOCIATES Chartered Accountants retire as
statutory Auditors of Company at the conclusion of the ensuring Annual
General Meeting (AGM) and have expressed their willingness to continue
as the Auditors of the company. Hence your directors propose
appointment of M/s. RAHUL R JAIN & ASSOCIATES'' Chartered Accountants
Mumbai'' as the statutory auditors of the company who has accepted the
same.
AUDITOR''S QUALIFICATIONS:
There are no qualifications in the Audit Report and the observations
and suggestions made by the Auditors in their report are
self-explanatory
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
During the year under review'' there were no activities'' which required
heavy consumption of energy. However adequate measures have been taken
to make sure that there is no wastage of energy. Since the requisite
information with regard to the conservation of energy'' technology
absorption (Disclosures of Particulars in the report of Board of
Directors) Rules is irrelevant/not applicable to the company during the
year under review'' the same are not reported.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
There has been no inflow or outflow of foreign exchange during the year
under review.
APPRECIATION:
The Board of Directors wish to place on record their appreciation for
the co-operation and support of the Company''s Bankers'' its valued
customers'' employees and all other intermediaries concerned with the
company''s business.
Your directors sincerely thank all members for supporting us during the
difficult days. We look forward to your continued support and
reiterate that we are determined to ensure that the plans are
successfully implemented.
For and on behalf of the Board of Directors''
sd/-
Executive Director
Place : Mumbai
Date: 31st August 2013
Mar 31, 2011
The Directors are pleased to present the Annual Report together with
Audited Statement of Accounts for the year ended 31st March, 2011.
FINANCIAL RESULTS:
The performance of the Company for the financial year ended 31st March,
2011 is summarized below:
(Figures in Rs.)
2010-2011 2009-2010
Loss before Tax 25200 15222
Less: Provision for Tax
Loss after Tax 25200 15222
Less: Balance Brought forward 1856726 1871948
Balance carried to Balance Sheet 1831526 1856726
OPERATIONS:
During the Year the Company made a loss of Rs.25,200/- (Previous year
Loss Rs. 15222/-).
DIVIDEND:
In view of loss incurred by the Company during the year ended 31st
March, 2011. Your Directors do not recommend any Dividend for the year
under review.
PARTICULARS OF EMPLOYEES:
There are no employees drawing salaries in excess of the limit provided
in the Section 217 (2A) of the Companies Act, 1956 and hence no
information for the same, for the year ended 31st March. 2008.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, the Directors'
confirm that in the preparation of the annual accounts,
-the applicable accounting standards have been followed;
-appropriate accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year ended 31st March, 2011 and
of the loss of the Company for the year ended 31st March, 2011;
-proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
-the annual accounts have been prepared on a going concern basis.
DIRECTOR RETIRING BY ROTATION:
Mr. Pankaj Pandya Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible offer himself for
reappointment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS / OUTGO
Information in accordance with the provisions of Section 217(1 )(e) of
the companies Act, 1956 read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules 1988 regarding conservation
of energy and technology absorption are not applicable as the Company
has not undertaken any manufacturing activity. There were no foreign
exchange earning or outgo during the year under review.
AUDITORS:
At the Annual General Meeting, M/s. Patel Dalai & Associates, Chartered
Accountants retires and they have given the certificate of their
eligibility for reappointment as the Company's Auditor.
For and on behalf of the board of Directors
Rajnikant F Shah
Chairman & Managing Director
Mumbai, 2nd September, 2011