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To
The Members,
PRISM INFORMATICS LIMITED,
The Board of Directors of your Company are delighted to present the
33rd Annual Report of company, along with the audited financial
statements for the financial year ended 31st March 2015
1. Financial performance
1.1 STANDALONE RESULTS:
(In Rs.)
Particulars For the
year ended For the
year ended
31 March,2015 31 March,2014
Revenue
Revenue from Operations 124,213,730 209,993,239
Other income 22,510,629 27,507,752
Total Revenue 146,724,359 237,500,991
Expenses
Cost of Sales & Service 20,725,023 52,002,656
Employee benefits expense 90,676,624 123,047,050
Other expenses 46,414,783 30,749,201
Depreciation 1,888,338 2,272,137
Amortisation - 13,015,054
Finance costs 14,218,509 20,158,527
Total Expenses 173,923,278 241,244,625
Exceptional / Extraordinary Expenses 460,902,262 42,439,889
Profit before tax (488,101,181) (46,183,523)
Tax expense:
- Current tax 2,433,444 (1,335,329)
- MAT credit entitlement
- Deferred tax charge (35,786,835) (1,395,753)
Profit after taxation for the year from (454,747,790) (43,452,441)
continuing operations
1.2 CONSOLIDATED RESULTS:
(In Rs.)
For year ended For year ended
Particulars March 31,2015 March 31,2014
Total Income 466,905,027 698,320,959
Less: Total Expenditure 22,700,544 715,239,516
Profit before Depreciation (75,950,193) (3,302,712)
Depreciation 8,932,229 13,615,845
Profit after Depreciation & before
prior period items (84,882,422) (16,918,557)
Less: Extra ordinary Items 408,645,213 11,559,352
Less: Exceptional Items - -
Profit before taxation (493,527,634) (28,477,909)
Tax Expense: - -
1) Current tax 4,422,641 90,304
2) Deferred tax (35,786,835) (1,395,753)
Net profit for year (462,163,440) (124,881,535)
Profit brought forward (301,769,747) (176,888,212)
Transfer to General Reserve - -
Less: Appropriations - -
Interim Dividend
Proposed Equity Dividend - -
Preference Dividend - -
Dividend Tax - -
2. Company's Performance:
During the financial year 2014-15, company has achieved operational
revenue of Rs. 12.42 Crores. However at net level there is a loss of
Rs.45.47 Crores. Company suffered a loss due to provisions made for
capital commitments towards its wholly owned subsidiaries and
disinvestment of its stake in Idhasoft Limited, Associate Company of
Prism Informatics Limited.
On consolidated basis, Company booked a revenue of Rs. 46.69 Crores in
FY 2014-15. The net loss of Company for FY 2014-15 is Rs. 46.21 Crores.
3. Dividend
The Board of Directors of your company do not recommend any dividend
for the year 2014-15.
4. Extract of Annual Return:
The extract of the Annual Return of Company in Form MGT-9 is annexed
herewith as Annexure "A" to this report.
5. Number of Meetings of the Board:
During the financial year 2014-15, nine Board Meetings were held. The
details of which are given in Corporate Governance Report.
6. Directors' Responsibility Statement:
The directors report that
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
ii) The Directors have 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 company at the end of the financial year and of the profit and loss
account of company for that period.
iii) The Directors have 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 company and for
preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern
basis.
v) The Directors, had laid down internal financial controls to be
followed by company and that such internal financial controls are
adequate and were operating effectively.
vi) 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.
7. Nomination and Remuneration Policy:
The Board has on the recommendation of the Nomination and Remuneration
Committee, framed a policy for selection and appointment of Directors,
Key Managerial Personnel and Senior Management Personnel and their
remuneration. The Nomination and Remuneration policy is annexed
herewith as Annexure "B" to this report.
8. Particulars of Loans, Guarantees or Investments:
Your company has not directly or indirectly
a) given any loan to any person or other body corporate other than
usual advances envisaged in a contract of supply of services if any,
b) given any guarantee or provided security in connection with a loan
to any other body corporate or person and
c) acquired by way of subscription purchase or otherwise, the
securities of any other body corporate exceeding sixty percent, of its
paid-up share capital, free reserve and securities premium account or
one hundred percent of its free reserves and securities premium account
whichever is more.
Your company has not accepted deposits from public as envisaged under
Sections 73 to 76 of Companies Act, 2013 read with Companies
(acceptance of Deposit) Rules, 2014.
9. Particulars of Contracts or Arrangements with Related Parties:
All contracts or arrangements entered into by Company with Related
Parties have been done at arm's length and are in the ordinary course
of business.
The policy on Related Party Transactions as approved by the Board has
been displayed on Company's Website at the link-
http://www.whyprism.com/download/Corporate%20Govern
ance/Related%20Trade%20Party%20Transactions%20- %20PoHcy.pdf.
Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014, the particulars of such
transactions are provided in Form AOC-2 which is annexed herewith as
Annexure "C" to this report. Related party disclosures as per AS-18
have been provided in Note-27 to the financial statement.
10. State of Company's Affairs:
Discussion on state of Company's affairs has been covered as part of
the Management Discussion and Analysis (MDA). MDA for the year under
review, as stipulated under Clause 49 of the Listing Agreement with
Stock Exchanges, is presented in a separate section forming part of the
Annual Report.
11. Share Capital:
The paid- up Equity Share Capital as on 31st March, 2015 stood at 24.94
Million. During the year under review, 2% 6,60,000 (nos) Non -
Cumulative Compulsory Convertible Preference Shares (NCCP Series -VI)
of Rs. 100 each were converted into 26,40,000 Equity Shares of Re. 1 /-
each at the conversion price of Rs. 25 per share and 50,000 12%
Compulsory Convertible Debentures (CCD Series-V) of Rs. 100/- each
were converted into 3,46,020 Equity Shares of Re. 1/- each at the
conversion price of Rs. 14.45/- per share. As on March 31, 2015, none
of the Directors hold instruments convertible into equity shares of
Company.
12. Material changes and commitments, if any, affecting the financial
position of Company:
There are no material adverse changes or commitments occurring after
March 31, 2015 which may affect the financial position of Company or
may require disclosure.
13. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under Section 134(3) (m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as
Annexure "D" to this report.
14. Audit Committee:
The Audit Committee comprises of Dr. Nirmal Jain (Chairman), Mr. Atul
Pradhan and Mr. Alok Pathak as members of Audit Committee. All the
recommendations made by the Audit Committee were deliberated and
accepted by the Board.
15. Board Evaluation:
Pursuant to the provisions of 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 Committees. Performance
evaluation has been carried out as per the Nomination and Remuneration
policy.
16. Details of Appointment and Resignation of Directors and Key
Managerial Personnel:
In terms of provisions of the Companies Act, 2013 and the Articles of
Association of Company, Mr. V. Chandrashekar, Non-Executive Director of
Company, retire by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.
Mr. Christ of Anderi was appointed as Non-Executive Director of Company
with effect from 10th June, 2011. On the recommendation of Nomination
and Remuneration Committee, the Board appointed Mr. Christ of Anderi as
Whole-Time Director and Chief Financial Officer of Company with effect
from 30th September, 2014 subject to approval of Shareholders in the
ensuing Annual General Meeting.
Mr. V. Chandrashekar tendered his resignation from the position of
Whole-Time Director and Company Secretary of Company with effect from
8th August, 2014. He continues to act as Non-Executive Director of
Company.
Mr. Atul Pradhan was appointed as Additional Director of Company with
effect from 13th February, 2015 who will act as an Independent Director
of Company subject to approval of shareholders at the ensuing Annual
General Meeting.
Mrs. Ranjana Gupta was appointed as Additional Director of Company with
effect from 20th March, 2015 who will act as an Independent Director of
Company subject to approval of shareholders at the ensuing Annual
General Meeting.
Dr. Ramesh Subramaniam was appointed as a Non- Executive Director of
Company on 14th February, 2013. He resigned from the post of
Non-Executive Director with effect from 16th June, 2014.
Dr. Ajay Sharma was appointed as an Independent Director of Company
with effect from 7th November, 2009. He resigned from the post of
Independent Director with effect from 19th January, 2015.
Ms. Khushboo Gurbuxani was appointed as Company Secretary and
Compliance Officer with effect from 13th August, 2014.
Company has received declaration from all the Independent Directors of
Company confirming that they meet the criteria of Independence as
prescribed under Section 149 (6) of Companies Act, 2013 and Clause 49
of Listing Agreement.
17. Name of Companies which have become/ceased to be Subsidiaries,
Joint Ventures or Associate Companies during the year:
During the year, Idhasoft Limited ceased to be Associate Company of
Prism Informatics Limited pursuant to disinvestment of its stake to
other Company.
A statement containing the salient features of financial statement of
our subsidiaries in the prescribed form AOC-1 is annexed herewith to
this report.
18. Deposits:
Company has not accepted deposits under Chapter V of the Companies Act,
2013 during the year.
19. Significant and Material Orders:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
20. Vigil Mechanism:
Company has in place Whistle Blower Policy, wherein the
Employees/Directors/Stakeholders of Company are free to report any
unethical or improper activity, actual or suspected fraud or violation
of Company's Code of Conduct. This mechanism provides safeguard against
victimization of employees, who report under the said mechanism. During
the year under review, Company has not received any complaints under
the said mechanism. The said policy has been displayed on the website
of Company at http://www.whyprism.com/why-prism-vigil- mechanism.html.
21. Auditors:
a. Statutory Auditors:
At the Annual General Meeting held on September 30, 2014, M/s EA. Patil
& Associates, Chartered Accountants, were appointed as Statutory
Auditors of Company to hold office till the conclusion of the Annual
General Meeting to be held in the year 2019. In terms of the first
proviso to Section 139 of the Companies Act, 2013, the appointment of
the Auditors shall be placed for ratification at every Annual General
Meeting. Accordingly the appointment of M/s EA. Patil & Associates,
Chartered Accountants, as Statutory Auditors of Company, will be placed
for ratification by the Shareholders. In this regard, Company has
received a certificate from Auditors to the effect that if their
appointment is ratified, it would be in accordance with the provisions
of Section 141 of the Companies Act, 2013.
The Notes on financial statement referred to in the Auditor's Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
b. Secretarial Audit:
The Board has appointed Geeta Serwani and Associates, Practicing
Company Secretaries to conduct Secretarial Audit for the financial year
2014-15. The Secretarial Audit Report for the financial year ended
March 31, 2015 is annexed herewith as Annexure "E" to this report. The
Secretarial Audit does not contain any qualification, reservation or
adverse remark.
22. Corporate Governance:
Company is committed to maintain highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. A separate report on Corporate Governance along with the
Auditor's Certificate on its compliance is attached to the report on
Corporate Governance.
23. Obligation of Company under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013:
In terms of provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, Company has
formulated a policy to prevent Sexual Harassment of Women at Workplace.
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
24. Acknowledgements:
Your Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by employees at all levels. Your
Directors also wish to place on record their gratitude to the
shareholders for their continued support and confidence.
For and on behalf of Board of Directors
Date: 13th August, 2015 Alok Pathak
Place: Navi Mumbai Managing Director | 