| Dear Members,
The Directors have pleasure in presenting their 23rd Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
l.Financial summary or highlights/Performance of the Company:
The Board's Report is prepared based on the financial statements of the
company.
(Amt. in Lakhs)
S. No Particulars Standalone
2014-15 2013-14
1. Revenue from Operations 1089.54 2332.20
2. Operating Expenditure 970.01 2272.22
3. Profit before Tax 11.19 7.97
4. Profit after Tax 11.75 4.07
5. Balance carried to Balance 234.40 222.66
Sheet
(Amt. in Lakhs)
S. No Particulars Consolidated
2014-15 2013-14
1. Revenue from Operations 1106.43 3589.16
2. Operating Expenditure 970.41 3411.22
3. Profit before Tax 11.51 19.27
4. Profit after Tax 12.90 10.58
5. Balance carried to Balance 327.20 314.30
Sheet
2. Brief description of the Company's working during the year/State of
Company's affairs
On Consolidated basis, revenue for the year 2014-15 at Rs.1106.43
Lakhs, which declined by 69.17% (Rs.3589.16 Lakhs in 2013-14), and the
net profit for the year at Rs.11.75 Lakhs was lowered by 40.26%
(Rs.19.27Lakhs in 2013-14)
On Standalone basis, revenue for the year 2014-15 at Rs.1089.54 Lakhs
declined by 53.28 % (Rs.2332.20 Lakhs in 2013-14) and the net profit
for the year at Rs.4.07 Lakhs was lowered by 65.36% (Rs.11.75 Lakhs in
2013-14). There is no change in the nature of business during the
period under review.
3. Reserves
During the period under review, profits were not appropriated to any
reserves.
4. Change of Name
The Company has changed its name from "Aptus Industries Limited" to
"Covidh Technologies Limited" with effect from 21st May 2014. The
change of name was approved by the members by Postal Ballot resolution
held on 21stApril 2014.
5. Directors and Key Managerial Personnel
Mr. Uday Chava, Director retire by rotation at the forthcoming Annual
General Meeting and being eligible, offers himself for reappointment.
Also Mr. Venkateshwar Reddy Parne, has been appointed as a CFO with
effect from 14th August 2014 and Ms Laveena Panjwani has been appointed
as a Company Secretary with effect from 24th June 2015 and Mr. Raiesh
Yadav has resigned as a Company Secretary with effect from 11th May
2015
6. Particulars of Employees
None of the employees has received remuneration exceeding the limit as
stated in rule 5 (2) of the Companies (Appointment and remuneration of
Managerial Personnel) Rules 2014.
7. Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year Six (6) Board Meetings and Four (4) Audit
Committee Meetings were convened and held. The details of which are
given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act,
2013.
8. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
9. Declaration by an Independent Director(s) and Re- appointment, if
any
A declaration has been given by an Independent Director(s) that they
meet the criteria of independence as provided in sub-section (6) of
Section 149 of the Companies Act, 2013.
10. 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.
11. Details of Subsidiary/Joint Ventures/Associate Companies
Pursuant to sub-section (3) of section 129 of the Act, the statement
containing the salient feature of the financial statement of a
company's subsidiary or subsidiaries, associate company or companies
and joint venture or ventures is given as Annexure-I [Performance and
financial position of the subsidiary, included in the consolidated
financial statement]
Further, the Annual Accounts and related documents of the subsidiary
company shall be kept open for inspection at the Registered of the
Company. The Company will also make available copy thereof upon
specific request by any Member of the Company interested in obtaining
the same. Further, pursuant to Accounting Standard AS-21 issued by the
Institute of Chartered Accountants of India, Consolidated Financial
Statements presented by the Company in this Annual Report include the
financial information of its subsidiary.
12. Auditors:
M/s M M Reddy & Co. Chartered Accountants, FRN010371S the present
Auditors, has been appointed for five consecutive years (Subject to the
ratification by the shareholders at each AGM held after the previous
AGM) by the shareholders at the previous AGM. The Board of Directors
recommends the ratification of appointment of M/s M M Reddy & Co.
Chartered Accountants, at the ensuing Annual General Meeting.
13. Auditors' Report
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
14. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s. B.
K ASSOCIATES, Practicing Company Secretary have been appointed
Secretarial Auditors of the Company. The report of the Secretarial
Auditors is enclosed as Annexure III to this report. The report is
self-explanatory and do not call for any further comments.
15. Internal Audit & Controls
The Company engaged Mr. Hari Kishore Pendru, Accounts Manager as its
Internal Auditor of the Company. During the year, the Company
continued to implement their suggestions and recommendations to improve
the control environment. Their scope of work includes review of
processes for safeguarding the assets of the Company, review of
operational efficiency, effectiveness of systems and processes, and
assessing the internal control strengths in all areas. Internal
Auditors findings are discussed with the Board and suitable corrective
actions has been taken as per the directions of Audit Committee on an
ongoing basis to improve efficiency in operations.
16. Vigil Mechanism :
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism known as Whistle Blower Policy for
directors and employees to report genuine concerns with the Chairman of
the Audit Committee has been established. The Whistle Blower Policy has
been uploaded on the website of the Company at www.covidh.com.
17. Risk management policy
A statement indicating development and implementation of a risk
management policy for the Company including identification therein of
elements of risk, if any, this in the opinion of the Board may threaten
the existence of the company.
18. Extract of Annual Return:
As required pursuant to Section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as Annexure II.
19. Material changes and commitments, if any, 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
During the period under review, there are no material changes occurred,
which affect financial position of the Company.
20. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future
During the period under review, there are no significant material
orders passed by the regulators or courts or tribunals impacting the
going concern status and company's operations in future
21. Deposits
During the period under review, the company has not accepted any
deposits as envisaged under Section 74 and 76 and Companies (Acceptance
of Deposits) Rules, 2014.
22. Particulars of loans, guarantees or investments under section 186
During the period under review, the company has not given any loans,
guarantees or made any investments as envisaged under Section 186 of
Companies Act, 2013.
23. Particulars of contracts or arrangements with related parties
There are no related party transactions in the Company during the year
24. Corporate Governance Certificate
The Compliance certificate from the auditors regarding compliance of
conditions of corporate governance as stipulated in Clause 49 of the
Listing agreement shall be annexed with the report.
25. Management Discussion and Analysis
The Management Discussion and Analysis forming part of this Annual
Report has been discussed elsewhere in the Report.
26. Statutory Disclosures
In terms of the provisions of Section 134 of the Companies Act, 2013,
read with the Companies Rules as amended, the names and other
particulars of the employees are set out in the to the Directors'
Report. However, as per the provisions of Section 219 (b) (IV) of the
said Act read with Clause 32 of the Listing Agreement, the Annual
Report excluding the aforesaid information is being sent to all the
members of the Company and others entitled thereto. Any member
interested in obtaining such particulars may write to the Company at
the registered office of the Company.
27. Obligation of Company Under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
In order to prevent sexual harassment of women at work place a new act
the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9thDecember, 2013. Under
the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee.
The Final charter of policy for prevention of Sexual Harassment of
Women at workplace is yet to be adopted.
28. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
As per section 134 (3) (m) of the Companies Act, 2013 the details of
conservation of energy, technology absorption, foreign exchange
earnings and outgo are as follows
(a) Energy, technology absorption: Nil
(b) Foreign exchange earnings: Rs 55,87,693/- (USD 90,720 Exchange Rate
Rs. 61.50)
(c) Foreign exchange Outgo: Nil
29. Corporate Social Responsibility (CSR)
Corporate Social Responsibility (CSR) is not applicable to the company
as the threshold as mentioned in the provisions Companies Act, 2013 is
not applicable to our Company.
30. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that-
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern
basis; and
(e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
31. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE Limited, Ahmedabad Stock Exchange Limited and
Madras Stock Exchange Limited where the Company's Shares are listed.
32. Acknowledgements
Your Directors take this opportunity to express their gratitude for the
valuable support extended by the customers, banks, financial
institutions, investors, business associates, central & state
government authorities. Your Directors also appreciate the employees at
all levels for their continued support to the Company. Your Directors
believe that with the whole hearted support of employees, stakeholders,
bankers and our valuable customers, we will continuously excel in the
path of success and growth.
For and on behalf of the Board of Directors
Sd/-
Prabhakara Rao Alokam
Managing Director
Place: Hyderabad (DIN: 02263908)
Date: 30th November 2015
Sd/-
G. Suresh Babu
Director
(DIN: 01961140) |