| Dear Members
The Directors have pleasure in presenting before you the Twentysixth
Annual Report of the Company together with the Audited Statement of
Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS:
(Rs.In Lakhs)
Particulars 2014-2015 2013-2014
Net sales/Income 0.00 0.00
Total Expenditure 24.64 16.74
Gross Operating Profit (24.64) (16.74)
Interest and Finance charges 0.00 0.00
Depreciation 4.21 0.00
Loss on sale of Assets 0.00 0.00
Profit before Tax/loss (172.69) (16.75)
Provision for Tax 0.00 0.00
Net profit/Loss (172.69) (16.75)
Paid -up Equity share capital 515.87 515.87
Earnings Per Share (3.35) (0.32)
DIVIDEND
On account of the loss by the Company during the current financial
year, the Board of Directors do not recommend a dividend for the year
2014-15.
SHARE CAPITAL
The Paid up Equity Share Capital as on March 31, 2015 was Rs.5.15
Crore. During the year under review, the Company has not issued shares
with differential voting rights nor granted Employee Stock Options or
Sweat Equity Shares.
FIXED DEPOSITS:-
The Company has not accepted any fixed deposits during the year under
report.
LISTING :-
The Equity Shares of your company are listed on Bombay Stock Exchange
Limited. There are no payments outstanding to the Stock Exchanges by
way of Listing Fees, etc.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 2014-15 five(5) Board Meetings were held and one
independent directors meeting was held on 10.02.2015 as required under
the schedule IV of Companies Act, 2013.
The dates on which the Board meetings were held are 11.04.2014,
14.07.2014, 30.07.2014, 05.09.2014, and 05.11.2014.
DIRECTORS
In accordance with the Companies Act, 2013 read with the Articles of
Association of the Company, Mrs.Urvashi Ramesh, retires by rotation and
being eligible offers herself for re-apoointment.
During the period under review, Directors Mr. Lakshmi Ram Lakhavathu
and Mr. Marthi Soma Sekhar resigned and from the Board with effect from
25th April, 2015 and 3rd November, 2015, respectively. The Board
places on record their appreciation and gratitude for their guidance
and contribution during their association with the company.
Further, in terms of Section 149 read with Section 152 of the Companies
Act, 2013, an independent director is now not required to retire by
rotation , and may be appointed on the Board of Company for maximum two
terms of up to five years each. Accordingly, it is proposed to appoint
existing independent, non-executive director namely, Mr. Rajath
Patankar, for an intial term of five years, effective from 1st March,
2015. The Independent Director confirmed his independence in terms of
the requirements of Companies Act, 2013.
RE-APPOINTMENT OF INDEPENDENT DIRECTOR UNDER SECTION 149(10) OF THE
COMPANIES ACT, 2013
Mr.Rajath Patankar, Director who was appointed as an Independent
Director liable to retire by rotation, the Company has received
individual notice from shareholder(s) proposing himas an Independent
Director not liable to retire by rotation. The Board recommends the
appointment of Mr.Rajath Patankar, Director as an Independent Director
and liable to retire by rotation and to hold office from the date of
appointment.
SECRETARIAL AUDIT
Your Company appointed M/s.Marthi & co, Practising Company
Secretaries,(C.P.No.) Hyderabad to conduct the Secretarial Audit of the
Company as per the provisions under section 204(1) of the Companies
Act, 2013 and other laws as applicable for the financial year
2014-15.The Report in Form MR-3 is enclosed as Annexure-1 to this
Annual Report and there are no adverse observations by the Secretarial
Auditors..
AUDIT COMMITTEE
Audit Committee consists of the following Directors namely Mr.Marthi
Soma Sekhar and Mr.Rajath Patankar.
The Audit Committee is being reconstituted since Sri Marthi Soma Sekhar
has resigned w.e.f., 3rd November, 2015.
There is no such incidence where Board has not accepted the
recommendation of the Audit Committee during the year under review.
STATUTORY AUDITORS
The Statutory Auditors ,M/s.B.Srinivasa Rao & Co., Chartered
Accountants, Hyderabad, retire at the ensuing Annual General Meeting
and have confirmed their eligibility and willingness to accept office,
if re-appointed. Your Directors propose the re-appointment of M/s.
B.Srinivasa rao & Co., as Statutory Auditors to hold office until the
conclusion of the next Annual General Meeting of the Company.
M/s. B.Srinivasa Rao & Co, Chartered Accountants(Regn.No.) have issued
Auditors' Report for the Financial Year ended 31st March, 2015 and
there are no qualifications in Auditors' Report.
PUBLIC DEPOSITS
During the year under review, your company has neither invited nor
accepted any deposits from the public.
CHANGE IN THE NATURE OF BUSINESS
There is no cange in the nature of business of the Company.
STATEMENT UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
There are no employees drawing remuneration of more than Rs.60 lacs or
drawing remuneration of Rs.5 lacs per month if employed part of the
year as required under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) rules 2014 as per Annexure-3 to
this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory, and secretarial auditors and the reviews
performed by Management and the relevant Board committees, including
the Audit Committee, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during the
financial year 2014-15.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability, confirm
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 i.e.31st March, 2015
and of the profit and loss of the Company for that period.
c. The directiors had taken proper and sufficient care for the
maintainnace of adequate accounting records in accordance with the
provisions of the 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.
TRANSFER OF AMOUNT TO RESERVES
As the company reported Loss after tax, the company does not propose to
transfer any amount to reserves.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-
Management discussion and analysis of the financial condition and
results of operations of the Company for the period under review as
required under Clause 49 of the Listing Agreement with the Stock
Exchangews, is given as separate statement in the Annual report.
OTHER INFORMATION
The Audit Committee of the Company reviewed the financial statements
for the year under review at its meeting held on 30.05.2015 and
recommended the same for the approval of the Boarde of Directors.
INFORMATION TO BE FURNISHED UNDER COMPANIESN (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL)RULES, 2014:
Disclosure of information under Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in the Directors
Report as per Annexure-7 to this Annual Report
CORPORATE GOVERNANCE
As per clause 49 of the listing agreement with the stock exchanges, a
separate report on Corporate Governance is enclosed as Annexure 2
forming part of the Annual Report
A certificate from a firm of Chartered Accountant in whole time
practice confirming compliance with the conditions of Corporate
Governance as stipulated under clause 49 of the Listing Agreement is
annexed to this report as Annexure 4.
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.
EXTRACTS OF ANNUAL RETURN
The extracts of Annual return is prepared in Form MGT-9 as per the
provisions of the Companies Act, 2013 and Rule 12 of Companies
(Management and Administration ) Rules , 2014 is enclosed as Annexure-4
to this Annual report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to 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 drawing any salary from the
company as the company does 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.
AUDITORS:-
(A) STATUTORY AUDITORS:-
In terms of the sub-section (2) of section 139 of the Companies Act,
2013 (effective from 01-04-2014) no Listed company shall appoint or
re-appoint an Auditing Firm as the Auditor for more than two terms of
five consecutive years. Provided that the firm is eligible to be
appointed or re-appointed in the same company after five years from the
completion of existing term. In pursuance of the above, every listed
company shall comply with this requirement within a transitional period
of three years from the date of Commencement of the Act i.e. 1st April,
2014.
M/s. B Srinivasa Rao & Co, the existing Auditors, have been appointed
in the Year 2010-11, as the Statutory Auditors of the Company for
auditing the annual financial statements of the company from the
financial year 2010-11. The company would like to comply with this new
provision within said transitional period of three years. In the
meantime, the company proposes to re-appoint M/s. B Srinivasan Rao &
Co., as Statutory Auditors for the financial year 2014-15.
(B) SECRETARIAL AUDITOR:-
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 Marthi & Co., a
firm of Company Secretaries in Practice to undertake the Secretarial
Audit of the Company for FY 2014-2015. The Secretarial Audit Report is
appended to this report.
AUDITORS REPORT
There is no qualification, reservation or adverse remarks or disclaimer
made by the Auditors in their report on the financial statement of the
Company for the financial year ended on 31st March, 2015.
THE BOARD OF DIRECTORS
The Company had, pursuant to the provisions of clause 49 of the Listing
Agreements entered into with Stock Exchange, appointed Mr. Rajath
Patankar, as Independent Director of the Company.
As per Section 149(4) of the Companies Act, 2013 (Act), which came into
effect from April 1, 2014, every listed public company is required to
have at least one-third of the total number of directors as Independent
Directors. In accordance with the provisions of section 149 of the Act,
these Directors are being appointed as Independent Directors to hold
office as per their tenure of appointment mentioned in the Notice of
the forthcoming Annual General Meeting (AGM) of the Company.
Mrs. Urvashi Ramesh is retiring by rotation at the AGM and is offering
herself for re-appointment.
The Brief profile of the directors seeking appointment /re-appointment
at the ensuing Annual General Meeting are presented in the Annual
Report.
CMD's DECLARATION
Pursuant to the provision of clause 49(I)(D)(ii) of the Listing
Agreement, a declaration by the Chairman & Director of the company
declaring that all the members of the Board and the senior Management
personnel of the company have affirmed compliance with the code of
conduct of the company, is enclosed as Annexure 3 of this report.
ACKNOWLEDGEMENTS
Your Directors would like to express their grateful appreciation for
the assistance and co-operation received from customers, banks,
suppliers, shareholders, Central and state Governments and other
statutory authorities and others associated with the Company.Your
directors also wish to place on record their deep sense of appreciation
for the excellent contribution made by the employees at all lebels,
which enabled the Company to achieve sustained growth in the
aoperational performance during the year under review.
By order of the Board of Directors
For Trans Medicare Limited
Sd/-
(Haridass Ramesh)
Chairman&Director
DIN No:00107388
Place : Hyderabad
Date : 03.11.2015
Registered Office:
H.No.3-179/NR, Plot No.179,
Guttalabegampet-S1, Phase II,
Kavuri Hills, Madhapur,
Hyderabad-500081.
CIN:L24230AP1989PLC009458
Email :info@transmedicare.co.in
Website:www.transmedicare.co.in
Ph No.: 040-4902 1239
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