Dear Shareholders,
On behalf of the Board of Directors, it is our pleasure to present the Seventeenth
Annual Report together with the Audited Statement of Accounts Sibar Software Services
(India) Limited for the year ended March 31, 2016. Financial Results
The summarized standalone results of your Company are given in the table below.
(Rs.in Lakhs)
| Particulars |
Year ended |
|
31-3-2016 |
31-3-2015 |
| Total Income |
6.37 |
7.68 |
| Profit/(loss) before interest, Depreciation & Tax (EBITDA) |
0.08 |
.0.04 |
| Finance Charges |
Nil |
Nil |
| Depreciation |
0.00 |
0.63 |
| Provision for Income Tax (including for earlier years) |
Nil |
Nil |
| Net Profit/(Loss) After Tax |
0.08 |
(0.58) |
| Profit/(Loss) brought forward from previous year |
(849.90) |
(849.31) |
| Profit/(Loss) carried to Balance Sheet |
(849.82) |
(849.90) |
*previous year figures have been regrouped/rearranged wherever necessary.
State of the Company’s Affairs
During the year 2015-2016, the company has achieved a turnover of Rs. 6.37 lakhs and
incurred a net Profit of Rs.
0.08 lakhs
Material changes and commitments if any affecting the financial position of the Company
occurred between the end of the financial year to which this Financial Statements relate
and the date of the report
There have been no material changes and commitments, affecting the financial position
of the Company which occurred during between the end of the financial year to which the
financial statements relate and the date of this report.
Details of significant and material orders passed by the regulators/ courts/ tribunals
impacting the going concern status and the Company’s operations in future
There are no significant material orders passed by the Regulators/ Courts which would
impact the going concern status of the Company and its future operations.
Share Capital:
Authorized Share Capital
During the year under review, there was no change in authorized share capital of the
Company. Authorized share capital of the company as on March 31, 2016 was Rs.
16,50,00,000.00, comprising of 1,65,00,000 equity shares of Rs. 10.00 each.
Paid-up Share Capital
During the year under review, there was no change in paid up share capital of the
Company. Paid up share capital of the company as on March 31, 2016 was Rs.
16,00,63,000.00, comprising of 1,60,06,300 equity shares of Rs. 10.00 each.
Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
Bonus Shares
The Company has not issued any bonus shares during the year under review.
Employees Stock Option
The Company has not provided any Stock Option Scheme to the employees.
Dividend
In view of the inadequate profit for the year under report and brought forward
accumulated loss and to strengthen the cash flow of the company, Your Directors regret
their inability to recommended any dividend for the year 2015-16.
Transfers to Reserves
Your Board of Directors does not appropriate any amount to be transferred to General
Reserves during the year under review.
Fixed Deposits
During the year under review, your Company has not accepted any fixed deposits within
the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.
Subsidiaries, Joint Ventures and Associate Companies
The Company doesn’t have any Subsidiaries, Joint Ventures and Associate Companies.
Particulars of Contracts & Arrangements with Related Parties
There was no contract or arrangements made with related parties as defined under
Section 188 of the Companies Act, 2013 during the year under review.
Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies
Act, 2013
During the financial year 2015-16 the Company neither has, directly or indirectly,
given any loan to its Directors nor extended any guarantee or provided any security in
connection with any loan taken by them Further, the Company has neither given any
inter-corporate loan / advance nor made any investments in other companies.
Number of Board Meetings held
A calendar of Meetings is prepared and cumeulated in advance to the Directors. During
the year four Board Meetings were convened. 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
Directors and Key Managerial Personnel
In terms of Section 152 of the Companies Act, 2013, Mr. K.Srinivas (DIN: 02585882),
Director would retire by rotation at the forthcoming AGM and is eligible for
re-appointment. Mr. K.Srinivas has offered himself for re-appointment.
Mrs. K.Gita Bhavani has been appointed as an Additional Director in the category of
Non-Executive w.e.f. January 25th, 2016 in accordance with the provisions of the Companies
Act, 2013 and Articles of Association of the Company, who shall hold office till the
ensuing Annual General Meeting of the Company. Approval of members by way of ordinary
resolution is required for regularization of appointment of Mrs. K.Gita Bhavani in the AGM
held on September 30, 2016.
Based on the confirmations received from Directors, none of the Directors are
disqualified from appointment under Section 164 of the Companies Act 2013,
Further there were no other appointment or cessation of key managerial personnel during
the financial year. Declaration by Independent Directors
The Independent Directors of the Company have submitted their declarations as required
under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of
independence as per sub-section (6) of Section 149 of the Act.
Familiarization programme for Independent Directors
The Company proactively keeps its Directors informed of the activities of the Company,
its management and operations and provides an overall industry perspective as Well as
issues being faced by the industry.
Independent Directors’ Meeting
The Independent Directors met on March 30, 2016, without the attendance of
Non-Independent Directors and members of the Management. The Independent Directors
reviewed the performance of Non-Independent Directors and the Board as a whole; the
performance of the Chairman of the Company, taking into account the views of Executive
Director and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties
Board Evaluation:
The Board adopted a formal mechanism for evaluating its performance as well as that of
its Committees and individual Directors, including the Chairman of the Board. The exercise
was carried out through a structured evaluation process covering various aspects of the
Board functioning such as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations, contribution at the
meetings and otherwise, independent judgment, governance issues etc.
Nomination and Remuneration policy
In compliance to the provisions of Section 178 of the Companies Act, 2013 and Clause 49
of the Listing Agreement entered into with the Stock Exchanges, the Nomination and
Remuneration Committee has recommended to the Board a Nomination and Remuneration policy
with respect to appointment / nomination and remuneration payable for the Directors, Key
Managerial Personnel and senior level employees of the Company. The said policy has been
adopted by the Board and the same was discussed in the Corporate Governance Report.
Audit Committee
The Composition of the Audit Committee is provided in the Corporate Governance Report
forming part of this report. All the recommendations made by the Audit Committee were
accepted by the Board.
Risk Management
The Risk Management Committee duly constituted by the Board had formulated a Risk
Management Policy for dealing with different kinds of risks attributable to the operations
of the Company. Risk Management Policy of the Company outlines different kinds of risks
and risk mitigating measures to be adopted by the Board. The Company has adequate internal
control systems and procedures to combat the risk. The Risk Management procedure will be
reviewed periodically by the Audit Committee and the Board.
Corporate Social Responsibility (CSR) Initiatives:
Section 135 of the Companies Act, 2013 provides the threshold limit for applicability
of the CSR to a Company ie.
(a) network of the Company to be Rs.500 crore or more; or (b) turnover of the company
to be Rs. 1,000 crore or more; or (c) net profit of the company to be Rs.5 crore or more.
As the Company does not fall under any of the threshold limits given above, the provisions
of section 135 are not applicable to the Company.
Management of Risks
There is considerable pressure to keep up the realization from the services in view of
highly competitive market.
Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees:
The information required under Section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are provided in separate annexure forming part of this Report as Annexure-I.
There are no employees of the Company who cover under Rule 5(2) The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Directors Responsibility Statement as required under Section 134(5) of the Companies
Act, 2013:
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of
Directors states that:
(a) In the preparation of annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) They have 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 for that period;
(c) They have taken proper and sufficient care for the maintenance 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) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively and
(f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Auditors
Statutory Auditors
At the Annual General Meeting held on September 30, 2014, M/s. Hanuinaiah & Co.,
Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office
for a period of three years i.e., till the conclusion of the Annual General Meeting to be
held in the calendar year 2017. 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 said appointment of M/s. Hanumaiah &
Co., Chartered Accountants, as statutory auditors of the Company is placed for
ratification by the Shareholders. In this regard, the Company has received a certificate
from the auditors to the effect that if their appointment is ratified, it would be in
accordance with the provisions of Section 141 of the Act. The Auditors have also confirmed
that they hold a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
Qualification by Statutory Auditor
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.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed
M/s. B S S & Associates, Practicing Company Secretaries for conducting Secretarial
Audit of the Company for the financial year 2015-2016. The Secretarial Audit Report is
annexed herewith as Annexure-II.
Qualification by Secretarial Auditor
The Secretarial Auditor’s Report contains the qualifications, reservation or
adverse remarks pertaining to non compliance of Section 203 of the Companies Act, 2013 in
respect of appointment of Company Secretary as Key Managerial Person and pending of forms
to be filed with RoC and Stock Exchange. The Board has made utmost effort for appointment
of the Company Secretary as KMP but has not been able to appoint a Company secretary due
to lack of suitability of the candidate to the profile of the Company in terms of Job
profile and remuneration. Company is in the process of filing various e-forms with RoC and
stock exchange
Internal Auditors
In pursuance of Section 138 of the Companies Act, 2013 read with rules made there
under, the Board has appointed Mr. P. Mahendra, CFO of the Company as Internal Auditors of
the Company to carry out internal auditing of books of accounts periodically.
Internal Control Systems
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation were observed.
Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the
Board has adopted Whistle Blower Policy. This policy aims for conducting the affairs in a
fair and transparent manner by adopting highest standards of professionalism, honesty,
integrity and ethical behaviour.
A mechanism has been established for employees to report concerns about unethical
behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. The
policy also provided adequate safeguards against the victimization of employees who avail
of the mechanism and allows direct access to the Chairman of the Audit Committee in
exceptional cases.
Your Company hereby affirms that during the year no Director / employee have been
denied access to the Chairman of the Audit Committee and that no complaints were received.
Management Discussion and Analysis
A report on Management Discussion & Analysis for the year under review, as
stipulated under Regulation 34(l)(e) of the Listing Regulation with the Stock Exchanges in
India, is provided in a separate section forming part of this Annual Report and is
enclosed as Annexure - III.
Extract of Annual Return
In accordance with the provisions of Section I34(3)(a) of the Companies Act, 2013, an
extract of the Annual Return in Form MGT-9 is appended as Annexure-V to the
Board’s Report,
Information on Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings and outgo
Pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with
Rule 3 of Companies (Accounts) Rules, 2014, the relevant information pertaining to
conservation of energy, technology absorption, foreign exchange earnings and outgo is
appended hereto as Annexure-VI and forms part of the Board’s Report.
Company's Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women
at Workplace
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 9th December, 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. Company has adopted a policy for
prevention of Sexual Harassment of Women at workplace and has set up Committee for
implementation of said policy. During the year Company has not received any complaint of
harassment.
Corporate Governance
The Company is committed to good corporate governance in line with the Listing
Agreement and Provisions, Rules and Regulations of the Companies Act, 2013. The Company is
in compliance with the provisions on corporate governance specified in the Listing
Agreement with BSE. A certificate of compliance from Mr. Hanumaiah & Co., Chartered
Accountants, Statutory Auditors of the Company and the report on Corporate Governance form
part of this Directors’ Report.
Insurance
All properties and insurable interests of the Company have been fully insured at the
reinstatement values.
Industrial Relations
Industrial relations continued to be cordial throughout the year under review.
Listing of Equity Shares
The Company’s Equity shares are listed at the following Recognized Stock Exchange:
BSE Limited, Phiroze JeeJeebhoy Towers, Dalai Street, Mumbai-400 001; and
Your Company's shares were suspended for trading due to non-payment of re-instatement
fee.
Share Transfer Agency
The Company has appointed M/s.Bigshare Services Pvt.LimitedE-2, Ansa Industrial Estate,
Sakivihar RoadSaki Naka, Andheri (E) Mumbai - 400 072. as its share transfer agency for
handling both physical and electronic transfers
Listing Agreement
The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to
consolidate and streamline the provisions of the Listing Agreement for different segments
of capital markets to ensure better enforceability. The said regulations were effective 1st
December, 2015. Accordingly, all listed entities were required to enter into the Listing
Agreement within six months from the effective date. The Company entered into Listing
Agreement with BSE Limited and the National Stock Exchange of India Limited during
December 2015
Policies
We seek to promote and follow the highest level of ethical standards in all our
business transactions guided by our value system. The SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies
for all listed companies. The policies are reviewed periodically by the Board and updated
based on need and new compliance requirement.
i) Whistleblower Policy (Policy on vigil mechanism)
The Company has adopted the whistleblower mechanism for directors and employees to
report concerns about unethical behavior, actual or suspected fraud, or violation of the
Company's code of conduct and ethics. There has been no change to the Whistleblower Policy
adopted by the Company during fiscal 2016.
ii) Policy for Determining Materiality for Disclosures
This policy applies to disclosures of material events affecting Sibar Software Services
(India) Limited This policy is in addition to the Company’s corporate policy
statement on investor relations, which deals with the dissemination of unpublished
price-sensitive information.
iii) Policy on Document Retention
The policy deals with the retention and preservation of corporate records of the
Company
Human Resources
Your Company treats its "human resources" as one of its most important
assets. Your Company continuously invests in attraction, retention and development of
talent on an ongoing basis. A number of programs that provide focused people attention are
currently underway. Your Company thrust is on the promotion of talent internally through
job rotation and job enlargement.
Cautionary Statement
Statements in these reports describing company's projections statements, expectations
and hopes are forward looking. Though, these expectations etc, are based on reasonable
assumption, the actual results might differ. Acknowledgments
The Directors wish to place on record their gratitude to shareholders and thank the
customers, vendors, franchisees, bankers, Department of Explosives and their Officials,
Commercial Tax Departments, and State and Central Government Departments, Security
Exchange Board of India and Bombay Stock Exchange and others for their continued support
to the Company’s growth. The Directors also wish to place on record their
appreciation for the contribution made by the employees at all levels, for their
sincerity, hard work, solidarity and dedicated support to the Company.
|
for Sibar Software Services (India) Limited |
|
(Sd/-) |
(Sd/-) |
| Date: 13.08.2016 |
Subhransu Sekhar pani |
K.Balasubramanyian |
| Place: Hyderabad |
Executive Director |
Director* |
Annexure-I
Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
| S.No |
Name |
Designation |
Remuneration Paid for the year 2015-16 |
Increase in Remuneration |
Ratio /times for median of Employee Remuneration |
| 1 |
Sekhar Pani |
Executive Director |
Nil |
Nil |
— |
a) Number of permanent employees on the roles of the company: NIL
b) Comparison of remuneration of each Key Managerial Personnel against the performance
of the Company: Company Is having mainly income from Plant leases and no increase in
remuneration to the Key Managerial Personnel, hence not comparable with the performance of
the company.
|