| Dear Members,
We have pleasure in presenting the 25th Annual Report with Audited
Statements of Accounts for the year ended 31st March 2014.
FINANCIAL RESULTS: (Rupees in Lakhs)
Particulars 2013-2014 2012-2013
Income from Operations 254.65 243.72
Profit before depreciation and Tax 250.07 239.20
Depreciation 0.79 0.79
Profit before Tax 5.37 5.32
Provision for Tax 3.60 (0.30)
Profit after Tax 1.77 5.62
PERFORMANCE REVIEW:
During the year unser review, the Company has recorded a turnover of
Rs.254.65 Lakhs and a net profit of Rs. 1.77 Lakhs in the current year
against the turnover of Rs. 243.72 Lakhs and a net profit of 5.63 Lakhs
in the previous financial year 2012-13
The Company has been continuously working on quality up gradation and
austerity measures for achieving efficient running of the organization.
DIVIDEND:
Your Directors have expressed inability to recommend dividend for the
year. PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning
of Sec.58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, during the financial year under review.
LISTING:
The equity shares of your company are listed on the Bangalore Stock
Exchange Limited.
CAPITAL OF THE COMPANY:
Authorised Share capital of the company stands is Rs.50,000,000/-(
Rupees Five Crores Only) divided in to 50,00,000 equity shares of
Rs.10/- and Issued, Subscribed , Paid up capital of the company is
Rs.39,400,000/- (Rupees Three Crores Ninety Four Lakhs only) divided in
to 39,40,000 equity shares of Rs.10/- each.
SUBSIDIARY COMPANY:
Your Company does not have any subsidiary company.
CHANGE OF REGISTERED OFFICE:
During the year, the registered office of the company was shifted from
2-4- 68/Rc/506, Upperpally, Hyderabad-500048 to H.No. 10-4-1/A/8, Flat
No. G-3, Ramakrishna Nagar, Srilaxmi Nlayam, Lower Masab Tank,
Hyderabad - 500028 w.e.f 26.09.2013.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of operations, performance and future outlook of your
Company and its businesses is given in the Management Discussion and
Analysis, which forms part of this Report.
DIRECTORS:
In accordance with the Companies Act, 1956 read with Articles of
Association of the company the Director namely Mr. Boga Sharathdhruthi
retires by rotation and is eligible for re-appointment. Your Board
recommends the re-appointment of the Director.
Pursuant to the notification of Sec. 149 and other applicable
provisions of Companies Act, 2013, your Directors are seeking
appointment of Mr. K. R. Srinivasa Rao and Mr. B. Nageshwar Rao as
Independent Directors for five consecutive years for a term upto 31st
March, 2019. Details of the proposal for appointments of Mr. K. R.
Srinivasa Rao and Mr. B. Nageshwar Rao are mentioned in the Notice of
25th Annual General Meeting.
During the year, Ms Akella Katyani Mr. D. Nagaraju, Ms. A. Katyayani
and A. Venkata Ramana resigned from the board. The Board placed on
record its sincere appreciations for the valuable services rendered by
them during their tenure as Directors of the Company. Mr. Santosh Kumar
Sahu, Company Secretary resigned from the Company w.e.f. 05.08.2013.
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000
your directors confirm
i) That the directors in the preparation of the annual accounts the
applicable accounting standards have been followed along with proper
explanations relating to material departures.
ii) That 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.
iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safe guarding the assets of the company and
for preventing and deleting fraud and other irregularities.
iv) That the directors had prepared the annual accounts on the going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUT GO:
The required information as per Sec.217 (1) (e) of the Companies Act
1956 is provided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures
have been taken to conserve energy wherever possible by using energy
efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D) : NIL
2. Technology absorption, adoption and innovation : NIL
PARTICULARS OF EMPLOYEES:
There is no employee who is falling under section 217 (2A). Therefore,
the disclosures required to be made under section 217 (2A) of the
Companies Act, 1956 and the rules made there under are not applicable.
CODE OF CONDUCT:
The Code of Conduct has been circulated to all the members of the Board
and Senior Management and the compliance of the same has been affirmed
by them. Code of Conduct has also been placed on the website of the
company. A declaration signed by the Whole-time Director is given in
Annexure.
AUDITORS:
Your directors propose the appointment of M/s. M. M. Reddy & Co., as
statutory auditors to hold office until the conclusion of the next
Annual General Meeting of the company.
CORPORATE GOVERNANCE:
As a listed company, necessary measures have been taken to comply with
the listing agreements of Stock Exchanges. A report on Corporate
Governance, along with a certificate of compliance from the practicing
company secretary forms part of this Report as Annexure.
ACKNOWLEDGEMENTS:
Your directors would like to express their grateful appreciation for
assistance and co-operation received from clients, banks, investors,
Government, other statutory authorities and all 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 levels, which enabled the company to achieve sustained
growth in the operational performance during the year under review.
For and on behalf of the Boar
K2 Systems Limited
Sd/-
Boga Prabhakar
Place: Hyderabad Whole-time Director
Date: 13.08.2014 (DIN: 01832368)
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