| Dear Members,
Your Directors have pleasure in presenting their Thirty Second Annual
Report and Audited statement of accounts of the Company for the year
ended 31st March 2015.
Financial Results:
(Rs. In lakhs)
Particulars For the year For the year
ended ended
31.03.2015 31.03.2014
Sales and Income from operations 277.45 177.62
Other Income 1.62 0.90
Gross Income 279.08 178.52
Expenses including Depreciation 234,27 341.78
Gross Prof!t/(Loss) 44.80 (163.26)
Less: Provisions for taxation 8.53
Profit/(Loss) 36.26 (163.26)
Dividend:
Your Directors do not recommend any dividend for the year.
NUMBER OF BOARD MEETINGS HELD DURING THE YEAR UNDER REVIEW:
There were seven (7) Board meetings held during the year under review
as below:
SI No Date of Board Meeting
1 29.05.2014
2 13.08.2014
3 19.09.2014
4 13.11.2014
5 01.01,2015
6 11.02.2015
7 25.03.2015
BOARD COMMITTIEES :
Presently the Company has three committees i.e., Audit Committee,
Nomination and Remuneration Committee & share transfer / investor's
grievance committee.
All the decisions pertaining to the constitution of the Committees,
appointment of members, and fixing of terms of reference for committee
members are taken by the Board of Directors.
(i) Audit Committee
Terms of reference of the Audit Committee are as per the guidelines set
out in the Listing Agreements with the Stock Exchanges that inter alia
include the overview of the Company's financial reporting processes and
review of the quarterly, half-yearly and annual financial statements,
the adequacy of internal control systems, the financial and risk
management policies and the significant findings and adequacy of
internal audit function etc. in terms of the clause 49 of the Listing
Agreement with the Stock Exchanges within the stipulated time.
Composition and Attendance
During the year, the Audit Committee met Four (4) times. The Audit
Committee meetings were held on 29th May 2014, 13th August 2014, 13th
November 2014, and 11th February 2015.
The constitution of the Committee and the attendance of each member of
the Committee are given below
SI.No Name of the Director Designation No of meetings
attended
1. Mr. Basant Kumar chairman 4
Tain
2 Mr. Amitava Basu Member 4
3 Mr. Subhash Kumar Member 4
Jain
(ii) NOMINATION AND REMUNERATION COMMITTEE
The composition of Nomination and Remuneration Committee is given
below:
Sl.No Name of the Director Designation No of meetings
attended
1 Mr. Basant Kumar Chairman 1
Jain
2 Mr. Amitava Basu Member 1
3 Mr. Subhash Kumar Member 1
Jain
The Nomination and Remuneration Committee was constituted on
11.02.2015.
(iii) INVESTORS' GRIEVANCE & SHARE TRANSFER COMMITTEE:
Terms of reference of the Share Transfer / Investor's Grievance
Committee are as per guidelines set out in the Listing Agreements with
the Stock Exchanges and pursuant to Articles of Association of the
Company. The committee inter alia approves issue of duplicate
certificates and registration of transfers / transmissions of Equity
shares of the Company. The Committee also looks into redressal of
shareholders / investors' complaints related to transfer of shares,
non-receipt of declared dividends, etc. The Committee overseas
performance of the Registrar and Transfer Agents of the Company, and
recommends measures for overall improvement in the quality of investor
services.
Composition of the Committee
Name of the Director Designation No of meetings
attended
Mr. Basant Kumar Jain Chairman 1
Mr. Amitava Basu Member 1
Mr. Subhash Kumar Member 1
Jain
The total No. of Complaints received and complied during the year were;
Opening 0 Complaints Received-0 Complied-0 Pending-Nil
The Complaints, if any, are being attended to within seven days from
the date of receipt of the complaint, as communicated by our Registrars
and Share Transfer Agents M/s. Niche Technologies Pvt. Ltd.
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS, KMP AND THEIR
REMUNERATION & OTHER CRITERIA'S:
The Policy on Directors' appointment & remuneration including of KMP
and the criteria for determining qualification, positive attributes,
and independence of a Director is annexed to this Board Report.
(Annexure-3)
DEPOSITS:
The Company has not accepted any deposits during the year under review
within the meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY U/s 186
DURING THE YEAR UNDER REVIEW:
Loans given by the Company: Nil
Guarantee given by the Company: Nil
Investments made by the Company: Rs. 17,90,51,070/-
The details of the said investments are given under Schedule 10 of
Notes to Financial Statements in for the year ended 31/03/2015.
There is no change in the nature of the business of the Company.
DETAILS ABOUT THE HOLDING COMPANY/SUBSIDIARY COMPANY:
M/s. ADD Technologies (India) Limited continues to be the subsidiary of
the Company and M/s. ADD Technologies (Lanka) Limited is a Company
which was incorporated on 4th July, 2014 as a Subsidiary of M/s. ADD
Technologies (India) Limited.
The detailed information on its subsidiary is given in Form AOC-I as
Annexure-2 which is attached to this Board's Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Amitava Basu, Director of the Company retires by rotation and
offers himself for re-appointment at the ensuing Annual General
Meeting.
To comply with the requirements of law so as to appoint one woman
director on Board, Mrs. Priti Devi Sethi was appointed as Additional
Director of the Company, with effect from 25th March, 2015, in
accordance with Section 161 of the Companies Act 2013. She holds office
only upto the date of the forthcoming Annual General Meeting and a
Notice under Section 161 of the Companies Act 2013 has been received
from a Member signifying his intention to propose the appointment of
the Director.
Members may resolve to that end.
Mr.Anil Kumar Sethi is the Key Managerial Personnel of the Company as
being in the capacity of Managing Director.
During the year 2014-15, following are the details of Directors & KMPs
who were appointed or resigned:
Name (Mr.) Nature of Designation Date of
Change appointment
Priti Devi Sethi Appointed Additional Director 25.03.2015
AUDITORS AND AUDITOR'S REPORT:
The General Body, with due recommendation of the Audit Committee,
pursuant to Section 139 & 142 of the Companies Act, 2013, appointed at
its AGM held on 04.09.2014, Vijay Kumar Agarwal & Co., Chartered
Accountants, Bangalore as the Statutory Auditors of the Company to hold
office from 31st Annual General meeting till the conclusion of 34th
Annual General Meeting subject to the ratification by members at every
AGM.
Members may ratify their appointment for the Financial Year 2015-16 as
above and as per item No.3 of the AGM notice.
The notes on accounts referred to in the Auditors' Report are
self-explanatory and therefore do not call for any further comments.
AUDITORS QUALIFICATION/REMARKS IN AUDITORS REPORTS (IF ANY):
There are no qualification/adverse remarks given by the auditors in
their report given for the year ended 31/03/2015.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. NAVNEET
JHUNJHUNWALA & ASSOCIATES, Company Secretaries, Kolkata to undertake
the Secretarial Audit of the Company. The Secretarial Audit Report is
annexed to this Board Report.
ADVERSE REMARK BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL
AUDIT REPORT (IF ANY):
There are no qualification/adverse remarks given by the auditors in
their report given for the year ended 31/03/2015.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
a. PARTICULARS OF ENERGY CONSERVATION
As the Company is not engaged in the industries mentioned in Schedule,
under Rule 2A of Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, furnishing of particulars there under
is not applicable. However, the Company has taken adequate measures to
conserve energy.
b. PARTICULARS OF TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
As the Company has not carried out any activity mentioned in Form B
under Rule 2B of the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, during the year under review,
furnishing of particulars there under is not applicable.
PARTICULARS OF FOREIGN EXCHANGE EARNINGS & OUTGO
Foreign Exchange Earnings- Nil
Foreign Exchange Outgo - Nil
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 STATEMENT RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial
position of the Company which has occurred between the end of the
financial year to which this financial statement relate and on the date
of this report.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
Since there are no unpaid/unclaimed Dividends declared and paid yester
years, the provisions of Section 125 of the Companies Act, 2013 does
not apply for the Company during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to provisions of clause (c) of sub-section (3) of Section 134
of the Companies Act, 2013, your Directors hereunder state that for the
year under review;
(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 devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DETAILS IN RESPECT OF FRAUD REPORTED BY THE AUDITOR U/s 143(12) OF
COMPANIES ACT, 2013:
There are no frauds reported by the Auditor U/s. 143(12) of Companies
Act, 2013 during the year under review.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/s. 149(6) OF
COMPANIES ACT, 2013:
As per the provisions of Companies Act, 2013 and the Rules, the Company
has received the declarations by all the Independent Directors namely
Mr. Amitava Basu, Mr. Subhash Kumar Jain and Mr. Basant Kumar Jain.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return made upto 31/03/2015 pursuant to the
provisions of Section 92 read with Rule 12 of the Companies (Management
and administration) Rules, 2014 is furnished in Annexure 1 which is
attached to this Boards' Report.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility (CSR) initiatives as the provisions for the said CSR are
not applicable to it for the year under review.
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY:
The Company has adequate Risk Management Policy during the year under
review.
STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS
BEEN MADE BY THE BOARD OF THE PERFORMANCE OF THE COMP ANY AND THAT OF
ITS COMMITTEES AND THE DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013, 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 Committees.
PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES REFERRED TO
IN 188(1) IN FORM AOC.2 OF COMPANIES (ACCOUNTS) RULES, 2014:
There are no Contracts/Arrangements with related parties referred to in
Section 188(1) of Companies Act, 2013 and hence furnishing details in
form AOC II does not arise.
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Accounting Standards AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for investments in Associates, your Directors provide the Audited
consolidated financial statements for the financial year ended 31st
March, 2015 forming part of the Annual Report and Accounts.
VIGIL MECHANISM:
Pursuant to the provisions of Section 177 (9) & (10) read with rule 7
of Chapter XII of the Companies Act, 2013, the Company has set up and
adopted the Vigil Mechanism which lays down the principles and
standards governing the management of grievances and concerns of
employees and directors of the Company and shall be overseen by the
Audit Committee (hereinafter referred to as 'Committee') of the
Company. The Mechanism as set up herein-below shall enable the
employees and the directors of the Company to report their genuine
concerns or grievances about the actual and potential violation of the
principles and standards laid down herein. The policy is attached with
this report as annexures. (Annexure-4)
CORPORATE GOVERNANCE:
In pursuance of the Clause 49 of the Listing Agreement entered into
with Stock Exchanges a separate section on Corporate Governance
incorporated in the Annual Report for the information of the
Shareholders. A certificate from the Auditor of the Company regarding
the compliance of the clause 49 also forms part of the Annual Report.
ACKNOWLEDGEMENT:
Your Directors would like to place on record their appreciation of
support, co-operation and assistance received from the company's
clients, Reserve Bank of India, Bankers, shareholders and suppliers.
By Order of the Board
For International CqnWuctions Nimitpa
Place: Bangalore
Date: 30/05/2015 Anil Kumar Sethi
Chairman
(DIN NO: 00035800)
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