| The Directors have pleasure in presenting before you the Twenty Eighth
Annual Report of the Company together with the Audited Statements of
Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS : (Rs. In Lakhs)
Particulars 2014-2015 2013-2014
Net Sales / Income 40.83 49.56
Total Expenditure 13.17 10.45
Gross Operating Profit 27.66 39.11
Interest and Finance charges 0.00 0.00
Depreciation 0.00 0.00
Loss on sale of Assets 0.00 0.00
Profit before Tax / loss 27.66 39.11
Provision for Ta x 8.55 12.09
Net Profit / Loss 19.11 27.02
Paid-up Equity share capital 747.81 747.81
Reserves Excluding Revaluation Reserves 39.59 20.48
Earnings Per Share 0.26 0.36
OPERATIONS
The total turnover of the company for the year ended 31st March, 2015
amounted to Rs. 40.83 Lakhs as against Rs.49.56 Lakhs in the previous
year. The company earned a net profit of Rs. 19.11 Lakhs for the year
as against Rs.27.02 Lakhs in the previous year.
The company continued with its activity of trading operations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement, forms part of this Report and is annexed hereto as
"Annexure A".
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement. A report on Corporate
Governance is included as part of this Annual Report as "Annexure - B".
Certificate from the Statutory Auditors of the company M/s. Y. Raghuram
& Co, Chartered Accountants confirming the compliance with the
conditions of Corporate Governance as Stipulated under Clause 49 of the
Listing Agreement is included as part of this report as "Annexure C"
LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fee for the
year 2015-16 to BSE where the Company' Shares are listed.
DEMATERIALISATION OF SHARES
99.45% of the company's paid up Equity Share Capital is in
dematerialized form as on 31st March, 2015 and balance 0.55 % is in
physical form. The Company's Registrars are M/S Big Share Services Pvt
Ltd, 306, Right Wing, 3rd Floor, Amrutha Ville, Opp. Yashoda Hospital,
Raj Bhavan Rd, Somajiguda, Hyderabad, Telangana-500 082.
Number of Board Meetings held
The Board of Directors duly met 6 times during the financial year from
1st April, 2014 to 31st March, 2015. The dates on which the meetings
were held are as follows:
30th May, 2014, 30th July, 2014, 25th August, 2014, 11th November,
2014, 10th February, 2015 and 31st March, 2015.
Board evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of non-
independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
Appointment of Independent Directors
Your Directors state that Mr. Mohammed Abdul Zameer & Ms. Sujana Kadiam
who have been appointed as Independent Director & Independent Women
Director possess appropriate balance of skills, expertise and knowledge
and are qualified for appointment as Independent Directors.
Sri P. Srikanth and Jashwant Pashabhai Makwana, have resigned from the
directorship of the company due to preoccupation.
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 Clause 49 of the Listing Agreement.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of
your Company hereby state and confirm that:
a) In the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b) They 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 of the
company for the same period;
c) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls in the company that
are adequate and were operating effectively.
f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are
operating effectively.
Deposits from public
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
RISK MANAGEMENT POLICY OF THE COMPANY
The Company has formulated and adopted a risk management policy at its
Board Meeting. As per the policy, the management continues to review
and assess the risk and also the steps for mitigating the same.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility does not apply to the company.
Policy on directors' appointment and remuneration and other details
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the corporate governance report, which forms part of the directors'
report.
Internal financial control systems and their adequacy
The details in respect of internal financial control and their adequacy
are included in the Management Discussion & Analysis, which forms part
of this report.
Auditors' report and secretarial auditors' report:
The auditors' report and secretarial auditors' report does not contain
any qualifications, reservations or adverse remarks. Report of the
secretarial auditor is given as an annexure which forms part of this
report - "Annexure - D"
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
(A) The operations of the company are not power intensive nevertheless
the company continues its efforts to minimize energy wherever
practicable by economizing on the use of power at the offices
(B) Technology absorption NIL
(C) Foreign exchange earnings NIL
(D) Foreign exchange outflow NIL
RELATED PARTY TRANSACTIONS
There were no transactions which have been entered into with related
parties of the Directors or the Key Managerial Personnel of the
company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as "Annexure - E" Particulars of loans,
guarantees and investments The particulars of loans, guarantees and
investments have been disclosed in the financial statements.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 are
not applicable since the directors are not withdrawing any salary from
the company as the company do not have any operations further the
directors are provided sitting fee only for attending board meetings.
The details of the sitting fee and other perks are mentioned in the
corporate governance report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their sincere thanks
and place on the record their appreciation of the continued assistance
and co-operation extended to the company by its bankers, government and
semi government departments, customers, marketing agents and suppliers
and in particular Shareholders for the confidence reposed in the
company
Your directors also thank all the employees of the company for their
dedicated service without which your company would not have achieved
those results.
FOR AND ON BEHALF OF THE BOARD
For PFL Infotech Limited
Place : Hyderabad
Date : Sd/-
(P. Amresh Kumar)
Chairman &Managing Director |