Mar 31, 2025
Your Directors have pleasure in presenting the 31st (Thirty First) Annual Report, together with the audited financial statements of the Company for the year ended March 31, 2025.
1. FINANCIAL SUMMARY & HIGHLIGHTS:
In compliance with the provisions of the Companies Act, 2013 (hereinafter referred to as âthe Actâ) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the âListing Regulationsâ), the Company have prepared its Standalone Financial Statements as per Indian Accounting Standards (âIND ASâ) for the Financial Year 2024-25 and the financial highlights are as summarized below:
|
Rs. In Lakhs |
||
|
Particulars |
2024-25 |
2023-24 |
|
I. Revenue from operations |
0.00 |
0.00 |
|
II. Other Income |
1,430.11 |
0.01 |
|
III. Total Income (I II) |
1,430.11 |
0.01 |
|
IV. Expenses |
||
|
Employee Benefit Expenses |
6.25 |
8.34 |
|
Finance Cost |
0.00 |
0.00 |
|
Other Operating Expenses |
122.65 |
15.18 |
|
Depreciation and Amortisation Expenses |
0.00 |
0.00 |
|
Total Expenses (IV) |
128.90 |
23.52 |
|
V. Profit/(Loss) Before Exceptional Items and Tax (III-IV) |
1301.21 |
-23.51 |
|
VI. Exceptional Items |
0.00 |
0.00 |
|
VII. Profit/(Loss) Before Tax (V-VI) |
1301.21 |
-23.51 |
|
VIII. Tax Expenses |
0.00 |
0.00 |
|
IX. Profit/(Loss) for the period/year after tax (VII -VIII) |
1301.21 |
-23.51 |
|
X. Total Other Comprehensive Income |
0.00 |
0.00 |
|
XI. Total Comprehensive Income for the year (IX-X) |
1301.21 |
-23.51 |
|
XII. Earnings Per Equity Share of Rs.10/- each (Basic): |
26.02 |
-.047 |
2. FINANCIAL PERFORMANCE & REVIEW OF OPERATIONS:
During the financial year 2024-25, the Company reported a total income of ?1,430.11 lakhs, as compared to ?0.01 lakhs in the previous year. This income was entirely from other income and primarily relates to the write-back of unsecured loan liability amounting to ?1,430 lakhs. There was no revenue from operations in either of the years. Total expenses stood at ?128.90 lakhs, mainly on account of other operating expenses. As a result, the Company recorded a net profit of ?1,301.21 lakhs for the year, compared to a net loss of ?23.51 lakhs in the previous year. The earnings per share improved to ?26.02 from a negative ?0.47.
Although the profit was due to a one-time write-back and not from operating activities, the management believes that the going concern status of the Company is not affected. This confidence stems from the recent change in management and the induction of new promoters with a strong background in the infrastructure sector. The Company plans to restart its operations in alignment with the core business expertise of the new promoters and is optimistic about its future growth prospects.
3. PERFORMANCE AND FUTURE OUTLOOK:
The Company is focused on reviving its business operations following a change in management and the induction of new promoters with proven expertise in the infrastructure sector. With the support and strategic direction of the new promoters, the Company plans to realign its operations with infrastructure-focused opportunities and re-enter the market with a renewed business model. Management remains confident in the Companyâs long-term growth prospects and is committed to building a sustainable and profitable future.
4. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:
During the period under review and the date of Board''s Report there was no change in the nature of Business.
During the year your Company has not transferred any amount to General Reserve Account on account of losses.
The Directors have decided not to recommend dividend for the year.
7. UNPAID / UNCLAIMED DIVIDEND
There is no amount of dividend lying the unpaid or unclaimed dividend account of the Company.
Authorized Share Capital: During the year under review, there was no change in authorized share capital of the Company. Authorized Equity share capital of the company as on March 31, 2025 was Rs.20,25,00,000, comprising of 2,02,50,000 equity shares of Rs.10 each and Authorised Preference Share Capital of the Company as on March 31, 2025 was Rs.20,00,00,000 comprising of 20,00,000 preference shares of Rs.100 each.
Paid-up Share Capital: Paid up share capital of the company as on March 31, 2025 was Rs.5,00,03,000,comprising of 50,00,300 equity shares of Rs.10/- each.
Sweat Equity shares: The Company has not issued any sweat equity shares during the financial year under review.
Buy back of Shares: During the year under review, the Company has not made any offer to buy back its shares.
During the year under review, the Company has not made any issue of shares.
The Company has not accepted any deposits during the year which come under the purview of Section 73 of the Companies Act, 2013 and as such no amount on account of principal or interest was outstanding as on the date of Balance Sheet.
11. SUBSIDIARY, MATERIAL SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:
During the year under review no Company has become or ceased to become its subsidiaries, joint ventures or associate Company.
12. DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL:
|
The Board consists of the following Directors as on date of this report: |
||
|
# |
Name of the Director |
Nature of Directorship |
|
1. |
Bade Srinivas |
Managing Director * |
|
2. |
Sripathi Vamsi Krishna |
Non-Executive Independent Director * |
|
3. |
B Kavita |
Non-Executive Independent Director * |
|
4. |
P Rama Swamy Reddy |
Non-Executive Director # |
|
|
5. |
Narsing Balwanth Singh |
Executive Director # |
|
|
6. |
V Guna Sekhar Reddy |
Non-Executive Independent Director ## |
|
|
7. |
Jyothirmai Kanasani |
Non-Executive Independent Director ### |
|
|
* Resigned during the year on March 27, 2025. # Appointed on March 01, 2025 ## Appointed on April 04, 2025 ### Appointed on May 16, 2025 In terms of Section 203 of the Act, the following are the Key Managerial Personnel (KMPs) of the Company as on the date of this report: |
|||
|
# |
Name of the KMP |
Designation |
|
|
1. |
B Arun |
Chief Financial Officer * |
|
|
2. |
P Rama Swamy Reddy |
Chief Financial Officer |
|
|
3. |
Rimika Talesara |
Company Secretary |
|
|
* Resigned on March 27, 2025 In terms of Regulation 16(1) (d) of the SEBI (LODR) Regulation, 2015, the following are the Senior Management Personnel (SMPs) of the Company as on date of this report: |
|||
|
# |
Name of the SMP |
. Designation |
|
|
1. |
P Rama Swamy Reddy |
Chief Financial Officer |
|
|
2. |
Rimika Talesara |
Company Secretary |
|
Meetings of the Board & their attendance:
During the Financial Year 2024-25, the Board of Directors met 7 (Seven) times during the year on 30.05.2024, 19.07.2024, 22.08.2024, 27.08.2024, 30.10.2024, 12.02.2025 and 01.03.2025, the details of which are given in the Corporate Governance Report attached to this Annual Report in respect of which meetings proper notices were given and the proceedings were properly recorded. The intervening gap between any two meetings of the Board of Directors was within the period prescribed under the Companies Act, 2013.
Policy on Directorâs appointment and remuneration and other details:
The Companyâs policy on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) and Section 134(3) (e) of the Act.
The Board of Directors conducted an annual evaluation of its own performance, as well as that of its committees and individual directors, in accordance with the provisions of the Companies Act and SEBI Listing Regulations. A structured questionnaire, based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, was developed. This questionnaire took into account various aspects of the Boardâs functioning, including its composition, culture, execution, performance of specific duties, obligations, and governance. The evaluation process aimed to ensure the effectiveness of the Board in fulfilling its responsibilities.
In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was assessed, incorporating feedback from both Executive and Non-Executive Directors. The Nomination and Remuneration Committee also reviewed the performance of individual directors based on criteria such as their contribution to board and committee meetings, preparedness, and constructive input. In the subsequent Board meeting, the performance of the Board, its committees, and individual directors was further discussed. The entire Board, excluding the Independent Director being evaluated, participated in the performance evaluation of Independent Directors, ensuring a comprehensive and balanced assessment process.
13. DETAILS OF COMMITTEES:Audit Committee - Meetings of Committee & Attendance of Members:
The Committeeâs composition meets with requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015.
Members of the Audit Committee possess financial / accounting expertise / exposure. The purpose of this Committee is to ensure the objectivity, credibility and correctness of the Companyâs financial reporting and disclosures process, internal controls, risk management policies and processes, tax policies, compliance and legal requirements and associated matters. The Audit Committee consists of the following members as on date of this report.
|
# |
Name of the Director |
Nature of Directorship |
Designation |
|
1. |
Sripathi Vamsi Krishna |
Non-Executive Independent Director |
Chairperson |
|
2. |
B Kavita |
Non-Executive Independent Director |
Member |
|
3. |
Bade Srinivas |
Managing Director |
Member |
|
4. |
P Rama Swamy Reddy |
Non-Executive Director # |
Member |
|
5. |
Narsing Balwanth Singh |
Executive Director # |
Member |
|
# Reconstituted on March 01, 2025. |
|||
All the recommendations made by the Audit Committee during the year had been accepted by the Board.
During the year 4 (Four) Audit Committee Meetings were conducted on 30.05.2024, 19.07.2024, 30.10.2024 and 12.02.2025 in respect of which proper notices were given and the proceedings were properly recorded. The terms of reference of the Audit Committee and details of their meetings are provided in the Corporate Governance Report forming part of this report.
Nomination and Remuneration Committee - Meetings of Committee & Attendance of Members:
The Nomination and remuneration Committee consists of the following members as on date of this Report:
|
# |
Name of the Director |
Nature of Directorship |
Designation |
||
|
1. |
Sripathi Vamsi Krishna |
Non-Executive Independent Director |
Chairperson |
||
|
2. |
B Kavita |
Non-Executive Independent Director |
Member |
||
|
3. |
Bade Srinivas |
Managing Director |
Member |
||
|
4. |
P Rama Swamy Reddy |
Non-Executive |
Director # |
Member |
|
|
5. |
Narsing Balwanth Singh |
Executive Director # |
Member |
||
|
# Reconstituted on March 01, 2025. |
|||||
The performance evaluation criteria for independent directors & KMPâs are determined by the Nomination and Remuneration Committee. An indicative list of factors on which evaluation was carried out includes participation and contribution by a Director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgment.
The Remuneration policy of the Company on Directors appointment and remuneration, including the criteria for determining qualifications as per the policy of the Company.
During the year 1 (One) meeting were conducted on 01.03.2025 in respect of which proper notice was given and the proceedings were properly recorded. The terms of reference of the Nomination & Remuneration Committee and details of their meetings are provided in the Corporate Governance Report forming part of this report.
Stakeholder Relationship Committee - Meetings of Committee & Attendance of Members:
The Stakeholder Relationship Committee was constituted by the Board w.e.f August 14, 2023. The Stakeholder Relationship Committee consists of the following members as on date of this Report:
|
# |
Name of the Director |
Nature of Directorship |
Designation |
|
1. |
B Kavita |
Non-Executive Independent Director |
Chairperson |
|
2. |
Sripathi Vamsi Krishna |
Non-Executive Independent Director |
Member |
|
3. |
Bade Srinivas |
Managing Director |
Member |
|
4. |
P Rama Swamy Reddy |
Non-Executive Director # |
Member |
|
5. |
Narsing Balwanth Singh |
Executive Director # |
Member |
|
# Reconstituted on March 01, 2025. |
|||
During the year 1 meeting were conducted on 01.03.2025 in respect of which proper notice was given and the proceedings were properly recorded. The terms of reference of the Nomination & Remuneration Committee and details of their meetings are provided in the Corporate Governance Report forming part of this report.
The draft annual return as provided under sub-section (3) of Section 92 as at March 31, 2025 is required to place on the Companyâs website. Due to the upgradation of company website the copy will be placed before the members at the AGM.
15. CORPORATE SOCIAL RESPONSIBILITY
Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company i.e. (a) net worth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs.1,000 crore or more; or (c) net profit of the company to be Rs.5 crore or more. As the Company does not fall under any of the threshold limits given above, the provisions of section 135 are not applicable to the Company.
16. REVISION OF FINANCIAL STATEMENTS OR BOARDâS REPORT:
The Board of Directors of the Company has not revised the Financial Statements and Boardâs report of the financial year under review.
17. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186:
The Company has not given loans, Guarantees or made any investments during the year which attracts the provisions of Section 186 of the Companies Act, 2013.
18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
The company has entered into contracts with related parties during the year under review, which falls under the purview of Section 188 of the Companies Act, 2013 and the details of these transactions with related parties in form AOC-2 is attached as Annexure-1.
19. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There is no material changes occurred in the Company after the end of the Financial Year and as on date of the Board Report, which will affect the financial position of the Company.
With reference to Section 136(1) this annual report is circulated without the statement pertaining to disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may right to the Company or email at [email protected].
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given by way of Annexure 2 to this Report.
21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information in accordance with the provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:
During the year under review, there were no operations and hence, requirement of disclosure of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo doesnât arise.
|
Rs. In Lakhs |
|||
|
Particulars |
Current Year (2024-25) |
Previous Year (2023-24) |
|
|
Foreign Exchange Earnings |
0.00 |
0.00 |
|
|
Foreign Exchange Outgo |
0.00 |
0.00 |
|
22. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 125 of the Companies Act, 2013, there is no amount which remained unpaid or unclaimed for a period of seven years which is to be transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.
23. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A separate section on Corporate Governance practices followed by the Company, together with a certificate from a Practising Company Secretary confirming its compliance, is annexed as Annexure 3, as per SEBI Regulations. Further, as per Regulation 34 read with Schedule V of the Listing Regulations, a Management Discussion and Analysis Report forms part of this Annual Report.
The company was undergoing the Corporate Insolvency Resolution Process (CIRP) and did not have any operational activities. As a result, there was no segment reporting for this period. The absence of active business operations during the insolvency process rendered segment reporting unnecessary for the year.
The members at its Annual General meeting held on September 30, 2022, pursuant to the provisions of the Section 139 and other applicable provisions of the Companies Act, 2013, appointed M/s. P. Murali & Co., (FRN: 0072578), Chartered Accountants, Hyderabad as Statutory Auditors of the Company to hold office up to the conclusion of 33rd Annual General Meeting to held in the year 2027.
In this Regard, M/s P. Murali & Co., has provided a declaration stating that they are not disqualified to continue to act as the Statutory Auditors of the Company.
26. SECRETARIAL AUDITORâS REPORT:
Ms. Arpita Pareek, of Arpita & Associates, Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the Financial Year 2024-25, who had conducted the Secretarial Audit of the Company for the year ended March 31, 2025.
The Secretarial Audit Report for the financial year ended March 31, 2025 under the Act, as âAnnexure 4â.
The Board has duly reviewed the Secretarial Audit Report for the Financial Year ended March 31, 2025 on the Compliances according to the provisions of Section 204 of the Companies Act 2013, and the comments of Board on observations in the Secretarial Audit Report are detailed below:
|
# |
Regulation |
Non-Compliance |
Comments |
|
1. |
Nil |
||
The Board of Directors of the Company appointed Mr. V Guna Sekhar Reddy to conduct Internal Audit of the Company for the Financial Year ended March 31, 2025.
Section 148 of the Companies Act, 2013 read with the rules made there under, the provisions of Cost Audit is not applicable on the Company during the year under review.
29. INTERNAL FINANCIAL CONTROLS:
Your Company has effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companyâs internal control system is commensurate with its size, scale and complexities of its operations. Our management assessed the effectiveness of the Companyâs internal control over financial reporting (as defined in Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015) as of March 31, 2025.
Based on the results of such assessments carried out by Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.
M/s. P. Murali & Co., Chartered Accountants the statutory auditor of the Company have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).
30. DIRECTORSâ RESPONSIBILITY STATEMENT:
Section 134(5) of the Companies Act, 2013 requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records, preparation of Annual Accounts in conformity with the accepted accounting standards and past practices followed by the Company. Pursuant to the foregoing, and on the basis of representations received from the Operating Management, and after due enquiry, it is confirmed 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 judgements 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;
(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 and
(f) The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems were adequate and operating effectively.
31. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR:
Independent Director of the Company has provided declarations under Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, that he/she meets with the criteria of independence, as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
32. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarized about the Companyâs operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the Directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.
The details of familiarisation programme held in FY 2024-25 are also disclosed on the Companyâs website.
33. DISCLOSURE UNDER SECRETARIAL STANDARD-1 (SS-1):
Adherence by a Company to the Secretarial Standards is mandatory as per Sub-section (10) of Section 118 of Companies Act, 2013.
As per the disclosure requirement of para (9) of Secretarial Standard-1 (SS-1) the Company is in compliance of applicable Secretarial Standards.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The details of Sexual Harassment Complaints received and their treatment during the year are as follows:
1. Number of Complaints of sexual harassment received in the year: Nil
2. Number of complaints disposed during the year: N.A
3. No. of cases pending for more than ninety days: N.A
4. No. of workshops or awareness programme against sexual harassment carried out: None
5. Nature of action taken by the employer or District officer: N.A
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There have been no significant and material orders passed by any regulators, courts, or tribunals impacting the going concern status and the Companyâs operations in the future.
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.
It is affirmed that no personnel of the Company have been denied access to the Audit Committee.
37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:
Regulation 34(2) (f) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, inter alia, provides that the Annual Report of the top 1000 listed entities based on market capitalization, shall include a Business Responsibility and Sustainability Reporting (BRSR) on the Environmental, Social and Governance (ESG) disclosures along with assurance Business Responsibility and Sustainability Report core for their value chain.
The Business Responsibility and Sustainability Report is not applicable for the Company during the year.
38. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and Amended Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.
39. WEBLINK TO IMPORTANT DOCUMENTS/INFORMATION/ POLICIES OF THE COMPANY:
The Company has formulated the following policies and these policies will be placed in Company website once the website comes live. Website is under construction as per SEBI (LODR) Regulations:
(a) Archival Policy;
(b) Code of Conduct for Board of Directors and Senior Management;
(c) Policy for determination of materiality of events/ information;
(d) Diversity of Board of Directors Policy;
(e) Policy on Fair Disclosure Code;
(f) Policy on Familiarisation Program for Independent Directors;
(g) Policy for determining Material Subsidiaries;
(h) Code for prohibition of Insider Trading;
(i) Code of practices and procedures for fair disclosure of unpublished price sensitive information;
(j) Code of conduct to regulate, monitor and report trading by its designated persons and their immediate relatives;
(k) Policy on materiality of related party transactions and on dealing with related party transactions and guidelines;
(l) Vigil Mechanism / Whistle Blower Policy;
(m) Corporate Social Responsibility Policy;
(n) Anti- sexual Harassment Policy;
(o) Risk Management Policy;
(p) Nomination and Remuneration Policy;
(q) Policy for the Evaluation of the Performance of the Independent Directors and the Board of Directors;
(r) Policy on Preservation of Documents;
(s) Policy on Succession Planning; and
(t) Dividend Distribution Policy.
40. SUSPENSION OF TRADING IN EQUITY SHARES:
There was no suspension of trading in the equity shares of the Company during the financial year under review.
41. FAILURE TO IMPLEMENT CORPORATE ACTIONS:
There were no instances of failure to implement any corporate actions during the financial year under review.
The Executive Director and CFO certification of the financial statements for the year 2024-25 is annexed in this Annual Report.
Your Directors wish to place on record their appreciation for the continued support and co-operation of the shareholders, banks, various regulatory and government authorities and for the valuable contributions made by the employees of the Company.
Mar 31, 2024
Your Directors have pleasure in presenting the 30lh Annual Report together with Audited Accounts of the Company for the
year ended 31st March, 2024.
Your Directors report that your Company has reported Rs.0.01 lakhs income from other income and a Gross Loss before tax
of Rs.23,50,321/- as against Gross Loss before tax of Rs .64,49,353/- in the previous year respectively.
Financial Results-
|
Particulars |
2023-2024 |
2022-2023 |
|
Gross Income |
765 |
8,329 |
|
Profit before Tax( )/Loss(-) |
(23,50,321) |
(64,49,353) |
|
Provision for Tax |
NIL |
NIL |
|
Profit after Tax( )/Loss(-) Deferred Income Tax Assets |
(23,50,321) NIL |
(64,49,353) NIL |
|
Profit/(Loss) from the period from |
(23,50,321) |
(64,49,353) |
|
Profit/(Loss) at the beginning of the year |
(39,42,85,671) |
(38,78,36,318) |
|
Profit/(Loss) for the end of the period |
(39,66,35,992) |
(39,42,85,671) |
The Company incurred a loss of Rs. 23,50,321/- during the financial year 2023-24.
In view of the loss carried out for the previous financial years including current year, your Directors express their inability to
recommend payment of dividend on equity shares to the members and on preference shares to the preference share holders.
Overall Review
Pursuant to ITAT Order in favour of the Company for the Asst.Year 2005-06, 2006-07,2007-08, 2008-09, 2009-10, 2010-11
2011-12, and 2013-14 the Income Tax Department have preferred an appeal in the High Court of Telangana challenging the
ITAT Order.
The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks.
The Country''s economic scenario has many challenges to overcome the financial liquidity in the economy and to obtain growth
of 6% to 7% for the current financial year. Global Economy continues to face threats of imposing additional duties to overcome
and curtail excess supply from other developed nations. The Governmentâs thrust on infrastructure and growth in the
industrialization with huge investments, the economic activity continuous to grow at a single digit growth.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF
PEOPLE EMPLOYED.
The Human Relations in the organization have been cordial. Your Company believes that man power is its greatest asset and
endeavors to improve employee welfare at all times.
Foreign exchange earnings and outflows are: NIL
DEPOSITS
The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure
requirements stipulated under the said Chapter are not applicable.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the company has not given any loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith
AUDITORS'' REPORT
The Auditors'' Report to the members read together with the relevant notes thereon are self explanatory and hence do not
warrant any comments under Section 134 of the Companies Act, 2013.
AUDITORS
The members at its Annual General meeting held on 30th September, 2022, pursuant to the provisions of the Section 139
and other applicable provisions of the Companies Act, 2013, appointed M/s. P.Murali & Co., (FRN: 007257S), Chartered
Accountants, Hyderabad as Statutory Auditors of the Company to hold office up to the conclusion of 33rd Annual General
Meeting to held in the year 2027.
In this Regard, M/s P.Murali & Co., has provided a declaration stating that they are not disqualified to continue to act as the
Statutory Auditors of the Company.
CORPORATE GOVERNANCE
Corporate Governance report and Auditorsâ Certificate regarding Compliance of conditions of Corporate Governance are made
a part of the Annual Report as per the Annexure - A.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of
its Audit and Nomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD MEETINGS:
Nine Board meetings were held during the financial year 2023-24.
The dates on which the above Board meetings were held are as follows:
29th April 2023, 15th March 2023, 30th May 2023, 26th July 2023, 31st July 2023, 01st September 2023, 30th October
2023, 29th January 2024, 25th March 2024.
At the 25th Annual General Meeting of the Company held on 28th September 2019, the Members of the Company had
appointed Independent Directors of the Company, for a period of 5 years. All Independent Directors have given declarations
that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (LODR)
Regulations 2015.
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, with respect to Director''s responsibilities
Statement it is hereby confirmed:
a. That in preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures;
b. That the directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at
the end of the financial year ended 31st March, 2024 and of the profit and loss of the company for that period;
c. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
d. That the directors have prepared the annual accounts on a going concern basis.
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating
effectively;
f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.
During the year ended March 31, 2024, the Company does not have any material listed/unlisted subsidiary companies. The
policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company.
The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and
accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity
of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the
Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain
workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting
controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government
or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment.
Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mr.Sripathi Vamshikrishna,
Chairman Audit Committee through email or by correspondence through post.
Familiarisation programme for Independent Directors
The Company has formulated a programme for familiarising the Independent Directors with the Company, their roles, rights,
responsibilities in the company, nature of the industry in which the company operates, business model of the company etc
through various initiatives.
Key Managerial Personnel
Srinivas Bade, Managing Director, B. Arun, Chief Financial Officer and B.Srinivas, Compliance Officer of the Company were
appointed as Key Managerial Personnel in accordance with the Section 203 of the Companies Act, 2013.
Related Party Transaction
No related party transactions were entered into during the financial year under review, there are no materially significant related
party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee
as also the Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any
pecuniary relationships or transactions vis-a-vis the Company.
Accordingly, the disclosure of related party transactions as required in Form AOC- 2 pursuant to Rule 8 (2) of the Companies
(Accounts) Rules, 2014 are not required.
The Policy on materiality of RPTs stipulating the threshold limits and also on dealing with, pursuant to SEBI Listing Regulations
has been placed on the Company''s website.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are
undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc.
Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the
control and effectiveness of the system.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is in Form No. MR-3 obtained by the company and forms
part of this Annual report.
Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are forms part of the Boardâs Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, in respect of employees of the Company forms part of the Boardâs Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining
qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of
the attached Corporate Governance Report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the
Company and its future operations
Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the
complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.
DEMATERIALISATION OF SECURITIES
As Members are aware, your Company''s equity shares are compulsorily tradable in electronic form. As on March 31, 2024,
90.89% of your Company''s paid up Capital representing 45,45,065 equity shares are in dematerialized form. In view of
numerous advantages emanating from the depository system. Members holding equity shares in physical mode are requested
to avail the facility of dematerialization of the Company''s shares on either of the depositories i.e., CDSL/NSDL.
ACKNOWLEDGEMENTS
Your directors have pleasure in recording their appreciation of co-operation extended to the Company by the Bankers and
employees.
For and on behalf of the Board
B.Srinivas B. Kavitha
Managing Director Director
Place: Secunderabad
B.Arun Someswara Rao G
Date: 27-08-2024 CFO Company Secretary
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting the Twentieth Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2014.
OPERATIONS
Your Directors report that your Company has reported a NIL income from
the operations and a Gross Loss before tax of Rs.3.06 Lakhs as against
Gross Loss before tax of Rs.5.34 Lakhs in the previous year
respectively.
Financial Results:
Particulars 2013-2014 2012-2013
in Rupees in Rupees
Gross Income NIL NIL
Profit before Tax( )/Loss(-) (3,06,420) (5,34,010)
Provision for Tax NIL NIL
Profit after Tax( )/Loss(-) (3,06,420) (5,34,010)
Deferred Income Tax Assets
/Liabilities during the year 1,032 2,371
Profit/(Loss) from the period from (3,05,388) (5,31,639)
Continuing operations
Profit/(Loss) at the beginning of (19,98,65,638) (19,93,33,999)
the year
Profit/(Loss) for the period (20,01,71,026) (19,98,65,638)
FINANCIAL PERFORMANCE
There has been no Capital market Operations during the year, hence no
income in view of SEBI Order preventing the Company in accessing the
Securities Market vide Order No: WTM/KMA/78/ISD/06/2009 dated
04-06-2009. However SEBI Order: WTM/RKA/IVD/ID-4/39/2012 dated
25-09-2012 has invoked the ban on the Company on 03-06-2013 and
permitted to do trading in the Capital Market with effect from
04-06-2013.
The Loss reported is only on account of administrative expenses and
expenses related to compliances of the regulatory/ statutory
authorities.
DIVIDEND
In view of the loss reported for the financial year, your Directors
regret their inability to recommend payment of dividend on equity
shares to the members and on preference shares to the preference share
holders.
MANAGEMENT DISCUSSION & ANALYSIS
Overall Review
The Capital Market Operations during the Year has been nil in view of
the order imposed by the Securities and Exchange Board of India with
effect from 04-06-2009, besides Income Tax authorities have also
attached the Bank accounts of the Company for nonpayment of tax arrears
for the Asst. Year 2005-06 pending disposal of appeal filed before the
tribunal, Income Tax Department.
Vide letter dated 19-01-2010 of Reserve Bank of India, had imposed
restriction on the Company, not to carry out the business of non
banking financial institutions due to negative net worth till such
time, the company meets minimum statutory net worth requirement of Rs.
25 lakhs.
The Company has surrendered the Registration of Non-Banking Finance
Company Certificate to RBI, Hyderabad on 23-02-2011 for cancellation.
SEBI Order
SEBI Order : WTM/RKA/IVD/ID-4/39/2012 dated 25-09-2012 has invoked the
ban on 03-06-2013 and permitted the company to do trading in the
Capital Market with effect from 04-06-2013.
OPPORTUNITIES, CONCERNS AND THREATS
The Country''s economic scenario continues to be on the slow growth path
with the growth rate expected to be around 6% to 7% for the current
financial year. Global Economy has also contributed for a slow growth
due to recession in some segment of the economy.
The Government''s thrust on infrastructure and growth in the
industrialization with huge investments, the economic activity
continuous to grow at a single digit growth.
The volatility in prices of shares due to high fluctuation of the
market behaviour which can have a direct bearing on the operations of
the Company resulting into low margins and may affect the working of
the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems commensurate with the
size of its operations and for the purpose of exercising adequate
controls on the day-to-day operation systems are regularly reviewed to
ensure effectiveness.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT,
INCLUDING NUMBER OF PEOPLE EMPLOYED.
The Human Relations in the organization have been cordial. Your Company
believes that man power is its greatest asset and endeavours to improve
employee welfare at all times.
DISCLOSURES
Being a non manufacturing company, inclusion of particulars with
respect to conservation of energy and technology absorption as required
under Section 217(1) (e) of the Companies Act, 1956 read with Companies
(Disclosures of particulars in the Report of the Board of Directors)
Rules, 1988 regarding conservation of energy and Technology absorption,
does not arise. However efforts are made in every aspect of operation
wherever possible to conserve energy and also technology absorption,
adaptation and innovations.
Foreign exchange earnings and outflows are: NIL
PARTICULARS OF EMPLOYEES
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 2011, the
Directors are to report that no employee was in receipt of remuneration
of Rs.60, 00,000/- or more per annum or Rs.5,00,000/- or more per month
where employed for a part of the year.
DIRECTORS
Sri K.Satyanarayana, whose period of office determined by rotation is
due to retire at the ensuing Annual General Meeting and being eligible
offer herself re-appointment. Sri. Sripathi Vamshi Krishna and Mrs. B
Kavitha were appointed as Additional Directors w.e.f. 25th August 2014.
In terms of Section 161(1) of the Act, 2013 they hold office only upto
the date of the forthcoming AGM but is eligible for appointment a a
Director. A notice under Section 160(1) of the Act has been received
from a Member signifying its intention to propose their appointment as
a Director.
Sri. A Rakesh, Sri. Sripathi Vamshi Krishna and Mrs. B Kavith
Independent Directors were appointed / re-appointed on the Board of the
Company. The provisions of the Companies Act 2013 with respect to
appointment and tenure of the Independent Directors have come into
effect. As per the said provisions, the Independent Directors shall be
appointed for not more than two terms of five years each and shall not
b liable to retire by rotation at every AGM.
PUBLIC DEPOSIT
During the year, the Company has not accepted any fixed deposits under
Section 58A of the Companies Act, 1956.
AUDITOR''S REPORT
The Auditors'' Report to the members read together with the relevant
notes thereon are self explanatory and hence do not warrant any
comments under Section 139 of the Companies Act, 2013.
AUDITORS
M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and are eligible for reappointment. The said, Auditors have furnished
the Certificate of their eligibility for re-appointment. Pursuant to
the provisions of Section 139 of the Companies Act, 2013 and the Rules
framed there under, it is proposed to appoint them as Statutory
Auditors of the Company from the conclusion of the, forthcoming AGM
till the conclusion of the AGM to be held in the year 2017, subject to
ratification of their appointment at the subsequent AGMs.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements entered into with the
Stock Exchanges, Corporate Governance report and Auditors'' Certificate
regarding Compliance of conditions of Corporate Governance are made a
part of the Annual Report as per the Annexure - A.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors responsibilities Statement it is
hereby confirmed:
i) That in preparation of the annual accounts, the applicable
accounting standarts have been followed along with proper explanation
relating to meterial 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 ended 31st
March, 2014 and of the profit and loss of the company for that period;
iii) That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accounts on a going
concern basis.
DEMATERIALISATION OF SECURITIES
As Members are aware, your Company''s quity shares are compulsorily
tradable in electronic form. As on March 31, 2014, 38.42% of your
Company''s paid up Capital representing 19,21,255 equity shares are in
dematerialized form. In view of numerous advantages emanating from the
depository system. Members holding equity shares in physical mode are
requested to avail the facility of dematerialization of the Company''s
shares on either of the depositories i.e., CDSL/NSDL.
ACKNOWLEDGEMENTS
Your directors have pleasure in recording their appreciation of
co-operation extended to the Company by the Bankers and employees.
For and on behalf of the Board
B.Srinivas K.Satyanarayana
Place: Secunderabad
Date: 25-08-2014 Director Director
Mar 31, 2013
To The Members of Maruti Securities Limited.
The Directors have pleasure in presenting the Nineteenth Annual Report
together with Audited Accounts of the Company for the year ended 31 st
March, 2013.
OPERATIONS
Your Directors report that your Company has reported a NIL income from
the operations and a Gross Loss before tax of Rs.5.34 Lakhs as against
Gross Loss before tax of R ;.5.60 Lakhs in the previous year
respectively.
Financial Rest ''ts:
Particulars 2012-2013 2011-2012
in Rupees in Rupees
Gross Income NIL NIL
Profit before
( )/Loss(-) (5,34,010) (5,60,774)
Provision for TaX NIL NIL
'' Profit after Tax( )/Loss(-) (5,34,010) (5,60,774)
Deferred Incomt Tax Assets
Liabilities durmt the year
Profit/(LosS) fron the
period from (5''31''639) (5''56''396)
- Continuing opera ons (19,93,33,999) (19,87,77,603)
Profit/(Loss) at the
beginning of the year (19,98,65,638) (19,93,33,999)
Profit/(Loss)
forth period
FINANCIAL PERt 1RMANCE
There has been no Capital market Operations during the year, hence no
income in i view of SEBl Order preventing the Company in accessing the
Securities Market I Vide Order No: VJ''rM/KMAJ78/ISD/06/20Q9 dated
04-06-2009. However SEBl ;" Order: WTM/RKA/I yQ/ID-4/39/2012 dated
25-09^2012 has communicated that the ban onthe Comply expires on
04-06-2013 and permitted the company to do trading in the Capita!
Market with effect from 05-06-2013.
The Loss reported is ''only on account of administrative expenses and
expenses related to compliances of the regulatory/ statutory
authorities.
DIVIDEND
In view of the loss reported for the financial year, your Directors
regret their ! inability to recommend payment of dividend on equity
shares to the members and : on preference shares to the preference
share holders. I
DISCLOSURES
Being a non manufacturing company, inclusion of particulars with
respect to conservation of energy and technology absorption as required
under Section 217(1) (e) of the Companies Act, 1956 read with Companies
(Disclosures of particulars in the Report of the Board of Directors)
Rules, 1988 regarding conservation of energy and Technology absorption,
does not arise. However efforts are made in every aspect of operation
wherever possible to conserve energy and also technology absorption,
adaptation and innovations.
Foreign exchange earnings and outflows are: NIL PARTICULARS QF
EMPLOYEES
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 2011, the
Directors are to report that no employee was in receipt of remuneration
of Rs.60, 00,000/- or more per annum or Rs.5,00,000/- or more per month
where employed for a part of the year.
DIRECTORS
Sri A.Rakesh retires by rotation and being eiigible offers himself for
re- appointment.
Sri.B.Srinivas retires by rotation and being eligible offers himself
for re- appointment. .
PUBLIC DEPOSIT
During the year, the Company has not accepted any fixed deposits under
Section 58A of the Companies Act, 1956.
AUDITORS'' REPORT
The Auditors'' Report to the members read together with the relevant
notes thereon are self explanatory and hence do not warrant any
comments under Section 217 of. the Companies Act, 1956.
AUDITORS
M/s. P.Murali & Co., Chartered Accountants, Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Company has received
fetters from the Auditors to the effect that their appointment, if
made, would be within the prescribed limits under section 224(1 B) of
the Companies Act, 1956 and that they are not disqualified for such
re-appointment within the meaning of section 226 of the said Act.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements entered into with the
Stock Exchanges, Corporate Governance report and Auditors'' Certificate
regarding Compliance of conditions of Corporate Governance are made a
part of the Annual Report as per the Annexure - A.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors responsibilities Statement it is
hereby confirmed:
i) That in 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 ended 31st
March, 2013 and of the profit and loss of the company for that period;
iii) That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv) That the directors have prepared the annual accounts on a going
concern basis.
DEMATERIAUSATION OF SECURITIES
As Members are aware, your Company''s equity shares are compulsorily
tradable in electronic form. As on March 31, 2013, 38.21% of your_
Company''s paid up . Capital representing 19,10,455 equity shares are
in dematerialized form. In view . of numerous advantages emanating
from the depository system. Members holding equity shares in physical
mode are-requested to avail the facility of der laterialization of the
Company''s shares on either of the depositories i.e. CDSUNSDL
ACKNOWLEDGEMENTS
Your directors have pleasure in recording their appreciation of
co-operation extended to the Company by the Bankers and employees.
for and on behalf of the Board
B.SRINIVAS
Director
K.SATYANARAYANA Director
Place: Secunderabad
Date: 08-07-2013
Mar 31, 2012
To The Members of Maruti Securities Limited.
The Directors have pleasure in presenting the Eighteenth Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2012.
OPERATIONS
Your Directors report that your Company has reported a nil income from
the operations and a Gross Loss before tax of Rs. 5.60 Lakhs as against
Gross Loss before tax of Rs. 6.78 Lakhs in the previous year
respectively.
Financial Results:
Particulars 2011-2012 2010-2011
in Rupees in Rupees
Gross Income NIL NIL
Profit before Tax( )/Loss(-) (5,60,774) (6,78,025)
Provision for Tax NIL NIL
Profit after Tax( )/Loss(-) (5,60,774) (6,78,025)
Deferred Income Tax Assets
/Liabilities during the year 4,378 (14,371)
Profit/(Loss) from the period from
Continuing operations (5,56,396) (6,63,654)
Profit/(Loss) at the beginning of
the year (19,87,77,603) (19,81,13,949)
Profit/(Loss) for the period (19,93,33,999) (19,87,77,603)
FINANCIAL PERFORMANCE
There has been no Capital market Operations during the year, hence no
income in view of SEBI Order preventing the Company in accessing the
Securities Market vide Order No: WTM/KMA/78/ISD/06/2009 dated 04-
06-2009.
The Loss reported is only on account of administrative expenses and
expenses related to compliances of the regulatory/statutory
authorities.
DIVIDEND
In view of the loss reported for the financial year, your Directors
regret their inability to recommend payment of dividend on equity
shares to the members and on preference shares to the preference
shareholders.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT,
INCLUDING NUMBER OF PEOPLE EMPLOYED
The Human Relations in the organization have been cordial. Your Company
believes that man power is its greatest asset and endeavors to improver
employee welfare at all times.
DISCLOSURES
Being a non manufacturing company, inclusion of particulars with
respect to conservation of energy and technology absorption as required
under Section 217(1) (e) of the Companies Act, 1956 read with Companies
(Disclosures of particulars in the Report of the Board of Directors)
Rules, 1988 regarding conservation of energy and Technology absorption,
does not arise. However efforts are made in every aspect of operation
wherever possible to conserve energy and also technology absorption
adaptation and innovations.
Foreign exchange earnings and outflows are: NIL
PARTICULARS OF EMPLOYEES
In pursuance of the provisions of section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975, the
Directors are to report that no employee was in receipt of remuneration
of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month
where employed for a part of the year.
DIRECTORS
Sri B.Srinivas retires by rotation and being eligible offers himself
for re- appointment.
Sri.K.Satyanarayana retires by rotation and being eligible offers
himself for re-appointment.
Sri.K.Varadarajan, Managing Director resigned on 12-01-2012 due to
personal reasons. The Board of Directors had approved his resignation
with effect from 12-01-2012 in the Board of Directors meeting held on
12- 01-2012.
PUBLIC DEPOSIT
During the year, the Company has not accepted any fixed deposits under
Section 58A of the Companies Act, 1956.
AUDITORS' REPORT
The Auditors' Report to the members read together with the relevant
notes thereon are self explanatory and hence do not warrant any
comments under Section 217 of the Companies Act, 1956.
AUDITORS
M/s. P.Murali & Co., Chartered Accountants, Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Company has received
letters from the Auditors to the effect that their appointment, if
made, would be within the prescribed limits under section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for such re-
appointment within the meaning of section 226 of the said Act.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements entered into with the
Stock Exchanges, Corporate Governance report and Auditors' Certificate
regarding Compliance of conditions of Corporate Governance are made a
part of the Annual Report as per the Annexure -A.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors responsibilities Statement it is
hereby confirmed;
i) that in 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 ended 31st
March, 2012 and of the profit and loss of the company for that period;
iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv) that the directors have prepared the annual accounts on a going
concern basis.
DEMATERIALISATION OF SECURITIES
As Members are aware, your Company's equity shares are compulsorily
tradable in electronic form. As on March 31, 2012, 38.14% of your
Company's paid-up Capital representing 19,07,260 equity shares are in
dematerialised form. In view of numerous advantages emanating from the
depository system. Members holding equity shares in physical mode are
requested to avail the facility of dematerialisation of the Company's
shares on either of the depositories i.e., CDSL/NSDL.
ACKNOWLEDGEMENTS
Your directors have pleasure in recording their appreciation of co-
operation extended to the Company by the Bankers and employees.
for and on behalf of the Board
B.SRINIVAS
Director
A.RAKESH
Director
Place:Secunderabad
Date : 09-07-2012
Mar 31, 2010
The Directors have pleasure in presenting the Sixteenth Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2010.
OPERATIONS
Your Directors report that your Company has reported a loss of Rs.0.11
Lakhs from the operations and Gross Loss before tax of Rs.9.66 Lakhs as
against Gross Loss of Rs.2109.94 Lakhs and Loss before tax Rs.2107.94
Lakhs in previous year respectively.
Financial Results:
Particulars 2009-2010 2008-2009
in Rupees in Rupees
Gross Income NIL 2,00,359
Profit before Tax(+)/Loss(-) (9,66,857) (21,07,94,286)
Provision for Tax NIL 10,178
Profit after Tax(+)/Loss(-) (9,66,857) (21 ,08,04,464)
Deferred Income Tax Assets
/Liabilities during the year (14,464) 12,925
Provision for reserve fund
as per RBI norms NIL NIL
Perior period adjustments 33,11,575 NIL
Balance Brought Forward (20,04,73,132) 1,03,18,407
Balance Carried Forward (19,81,13,949) (20,04,73,132)
FINANCIAL PERFORMANCE
The performance during the year has reported a loss in the Capital
Market Operations. However the loss has been minimul in view of
restricted operations. Previous year performance has been worst in view
of the fall in the values of the stocks held by the Company.
DIVIDEND
In view of the loss reported for the financial year, your Directors
regret their inability to recommend payment of dividend on equity
shares to the members and on preference shares to the preference share
holders.
Foreign exchange earnings and outflows are: NIL
PARTICULARS OF EMPLOYEES
In pursuance of the provisions of section 217(2A) of the Companies Act
1956 read with the Companies (Particulars of Employees) Rules 1875, the
Directors are to report that no employee was in receipt of remuneration
of Rs.24, 00,000/- or more per annum or Rs.2,00,000/- or more per month
where employed for a part of the year.
DIRECTORS
Sri B.Srinivas retires by rotation and being eligible offers himself
for re-appiontment. Sri.K.Satyanarayana retires by rotation and being
eligible offers himself for re-appointment.
PUBLIC DEPOSIT
During the year, the Company has not accepted any fixed deposits under
Section 58A of the Companies Act, 1956.
AUDITORS REPORT
The Auditors Report to the members read together with the relevant
notes thereon are self explanatory and hence do not warrant any
comments under Section 217 of the Companies Act, 1956.
AUDITORS
M/s. P.Murali & Co., Chartered Accountants, Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for re- appointment. The Company has received
letters from the Auditors to the effect that tneir appointment, if
made, would be within the prescribed limits under section 224{1B) of
the Companies Act, 1956 and that they are not disqualified for such
re-appointment within the meaning of section 226 of the said Act
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements entered into with the
Stock Exchanges, Corporate Governance report and Auditors Certificate
regarding Compliance of conditions of Corporate Governance are made a
part of the Annual Report as per the Annexure - A.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors responsibilities Statement it is
hereby confirmed;
i) that in 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 ended 31st
March, 2010 and of the profit and loss of the company for that period;
iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
iv) that the directors have prepared the annual accounts on a going
concern basis.
DEMATERIALISATION OF SECURITIES
As Members are aware, your Companys equity shares are compulsorily
tradable in electronic form. As on March 31, 2010, 38% of your
Companys paidup Capital representing 18,99,360 equity shares are in
dematerialised form, in view of numerous advantages emanating from the
depository system. Members holding equity shares in physical mode are
requested to avail the facility of dematerialisation of the Companys
shares on either of the depositories i.e., CDSL/NSDL
ACKNOWLEDGEMENTS
Your directors have pleasure in recording their appreciation of
co-operation extended to the Company by the Bankers and employees.
for and on behalf of the Board
K. VARADARAJAN
Managing Director
Place. Secunderabad B.SRINIVAS
Date; 09-07-2010 Director
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