Your Directors are pleased to present the 12th Annual Report together withthe Audited Statement of Accounts for the year ended 31st March 2019. The ManagementDiscussion & Analysis is also incorporated into this Report.
1) FINANCIAL RESULTS:
Summary of the Company's financial performance for F.Y. 2018-2019 as compared to theprevious financial year is given below: (Figures in lakhs)
|Particulars ||F.Y. 2018 2019 ||F.Y. 2017 2018 ||F.Y. 2018 2019 ||F.Y. 2017 2018 |
| ||Standalone ||Standalone ||Consolidated ||Consolidated |
|Revenue from operations (Net) ||12185.50 ||27751.03 ||13043.10 ||29135.88 |
|Revenue from ||196.96 ||399.02 ||196.96 ||399.02 |
|Other Income || || || || |
|Total Revenue ||12382.46 ||28150.05 ||13240.06 ||29534.90 |
|Profit/Loss before ||-767.87 ||-1558.48 ||-756.46 ||-1528.86 |
|Depreciation & Interest || || || || |
|Depreciation & Amortization ||88.25 ||89.33 ||89.01 ||90.52 |
|Interest Cost ||110.34 ||271.73 ||110.38 ||271.94 |
|Extraordinary Items ||Nil ||Nil ||Nil ||Nil |
|Profit/Loss After || || || || |
|Depreciation & Interest & Extraordinary Items ||-966.46 ||-1919.54 ||-955.85 ||-1891.32 |
|Provision for Tax ||-563.21 ||45.14 ||-562.07 ||48.63 |
|Profit After Tax ||-403.25 ||-1964.68 ||-373.94 ||-1939.95 |
|EPS Basic ||-3.77 ||-22.02 ||-3.49 ||-21.74 |
|EPS Diluted ||-3.77 ||-18.35 ||-3.49 ||-18.12 |
During the year under review your company has reported a Consolidated Turnover of Rs.13240.06 Lakhs including other income. The Turnover of the Company has decreased becauseof stiff competition in the target markets and long duration taken for flow of workingcapital cycle in the telecom industry. The Company has incurred a loss in revenue due torecent changes in business environment and changes in tax regime.
3) SHARE CAPITAL:
The Paid Up Equity Capital as on March 31 2019 was Rs. 107062770/-. TheShareholders had approved in the Extra Ordinary General Meeting held on 20thJune 2018 the Bonus issue of equity shares in the ratio of 1:5 of face value of Rs. 10/-and in the proportion of shares held by them on the record date to be decided by the Boardand that such new shares as when issued shall rank pari passu with the existing equityshares.
4) TRANSFER TO RESERVE AND SURPLUS:
There was no transfer to General Reserve and Surplus during the year ended March 31st2019.
5) NON ACCEPTANCE OF PUBLIC DEPOSITS:
The Company has not accepted any public deposits as defined under Section 73 (1) of theCompanies Act 2013 during the Financial Year 2018-19.
With a view to strengthening the financial position of the company your Board ofDirector's have not recommended any dividend for the financial year 2018-19. There areunderlying shares for which dividend has remained unpaid or unclaimed for a consecutiveperiod of seven years. Therefore there is no transfer of the same to the InvestorEducation Protection Fund.
7) POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The policies of the Company on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended asAnnexure A to this Report.
8) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of investments covered under section 186 of the Companies Act 2013 will beproduced for verification to the members at the Registered Office of the company on theirrequest.
9) DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
|Name and address of the Company ||CIN / GLN ||Holding/ Subsidiary / Associate ||% of shareholding |
|1. Prabhat Telecoms Hong Kong Limited ||- ||Subsidiary ||100% |
|2. Prabhatech Global Electronics Private Limited ||U32302MH2018PTC309377 ||Subsidiary ||99.99% |
A separate statement containing the salient features of the financial statement of thesaid subsidiary in "Form AOC-1" which is annexed as Annexure B.
10) DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3) (c) of the Companies Act 2013and based on the information provided by management your Director's state that:
1. In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed.
2. Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the State ofaffairs of the Company as on March 31st 2019 and of the profit and loss of theCompany for the year ended on that date.
3. Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
4. The Annual Accounts of the Company have been prepared on going concern basis.
5. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
6. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
11) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on the company's policiesand strategy apart from other Board matters. During the Financial year 2018-2019 Boardmeetings were held 16 times as follows; 21.05.201830.05.2018 06.06.2018 26.06.201802.07.2018 13.07.2018 13.08.2018 03.09.2018 21.09.2018 01.10.2019 30.11.201914.12.2019 26.12.2018 11.01.2019 14.02.2019 and 27.02.2019.
12) BOARD COMMITTEES:
Your company has formed following Committees of the Board in accordance with CompaniesAct 2013:
The Audit Committee comprises Ms. Geeta Krishna Bhosle as Chairman Mrs. Nidhi PremChand Dodhia and Mr. Vishwamani Tiwari as the members. The Committee is assigned rolepowers and responsibilities as provided under Section 177 of the Companies Act 2013.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises Mrs. Geeta Krishna Bhosle asChairman Mrs. Nidhi Prem Chand Dodhia and Mr. Alberto Zummo as the members. The Committeeis formed for the purpose of recommending the Nomination and Remuneration and evaluationof the Directors' performance.
Stakeholders Relationships Committee
The Stakeholders Relationships Committee comprises Ms. Geeta Krishna Bhosle asChairman Ms. Nutan Singh and Mr. Parag Malde as the members.
13) POSTAL BALLOT:
During the year 2018-19 the Postal Ballot was conducted twice.
First Instance of Postal Ballot: -
During the year members of the Company have approved the resolutions stated in thebelow table by requisite majority by means of Postal Ballot including Electronic Voting(e-voting). The Postal Ballot Notice dated 13th July 2018 along with thePostal Ballot Form was sent in the electronic form to the members whose email addresseswere registered with the Company / respective Depository Participants. In case of physicalshareholding copies of the Postal Ballot Notice along with Postal Ballot Form were sentin physical by permitted mode along with self-addressed postage pre-paid Business ReplyEnvelope.
The Company has appointed Jaya Sharma & Associates. Practicing Company Secretaryas Scrutinizer for conducting the Postal Ballot thereto in accordance with the provisionsof the Act. M/s. Budgujar & Co. (Practicing Company Secretary) had submitted hisreport on the Postal Ballot to the Chairman on 16th August 2018.
The details of the voting pattern are given below:
|Resolutions passed through Postal Ballot ||Votes in favor of the resolution (%) ||Votes against the resolution (%) |
|Migration of Company from BSE SME Exchange to the Main Board Platform of BSE Limited ||100 ||Nil |
Second Instance of Postal Ballot: -
During the year members of the Company have approved the resolutions stated in thebelow table by requisite majority by means of Postal Ballot including Electronic Voting(e-voting). The Postal Ballot Notice dated 27thFebruary 2019 along with thePostal Ballot Form was sent in the electronic form to the members whose email addresseswere registered with the Company / respective Depository Participants. In case of physicalshareholding copies of the Postal Ballot Notice along with Postal Ballot Form were sentin physical by permitted mode along with self-addressed postage pre-paid Business ReplyEnvelope.
The Company had appointed Ms. Riddhi Shah Practicing Company Secretary as Scrutinizerfor conducting the Postal Ballot thereto in accordance with the provisions of the Act. Ms.Riddhi Shah had submitted her report on the Postal Ballot to the Chairman on 02ndApril2019. The resolution was passed on Monday 1stApril 2019.
The details of the voting pattern are given below:
|Resolutions passed through Postal Ballot ||Votes in favour of the resolution (%) ||Votes against the resolution (%) |
|Change of name of the Company & Alteration of MOA & AOA ||100 ||Nil |
|Appointment of M/s. Harish Arora & Associates Chartered Accountant (Form No. 015226C) Statutory Auditors to fill the casual vacancy ||100 ||Nil |
14) CORPORATE SOCIAL RESPONSIBILITY [CSR]:
The provisions of the CSR expenditure and Composition of Committee as provided in theSection 135 of the Companies Act 2013 are not applicable to the company.
15) STATUTORY AUDITORS:
M/s. Harish Arora & Associates (FRN: 015226C) Chartered Accountants wereappointed as Statutory Auditors from the conclusion of the 12thAnnual GeneralMeeting till the conclusion of 17th Annual General Meeting of the companysubject to ratification at every AGM during the continuation of their tenure.
16) INTERNAL AUDITORS:
During the year Company has appointed M/s. Bharat J. Rughani & Co. as an InternalAuditor for the Financial Year 2018-19 to conduct Internal Audit on such terms andconditions as decided mutually.
17) AUDITORS REPORT:
The Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134(3) of the Companies Act 2013.
18) COMMENTS ON AUDITORS' REPORT:
There is a qualified Opinion made by M/s. Harish Arora & Associates. StatutoryAuditors in their Audit Report.
The reply of the management is as below:
The management is of the view that the qualification made by the auditor has noimplications on earning capacity or profitability of the Company. The qualifications areprocedural in nature and which are the internal procedure / matter and can be managed.External Confirmation of Balances of sundry debtors and creditors are in process andmanagement is assured of the amount stated in books are actually receivable and payable.Therefore no provision is required on account of non-confirmations as Management is quiteconfident that all the debtors/creditors are considered good and do not require anyprovision.
19) INTERNAL CONTROL AND ITS ADEQUACY:
The Company has a well-placed proper and adequate internal financial control systemwhich ensures that all assets are safeguarded and protected and that the transactions areauthorized recorded and reported correctly. The Company's internal financial controlsystem also comprises due compliances with Company's policies and Standard OperatingProcedures (SOPs) and audit and compliance by in-house Internal Audit Divisionsupplemented by internal audit checks from Independent Internal Auditors of the Company.
20) PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code.
21) EXTRACT OF ANNUAL RETURN:
Pursuant to the requirements under Section 92(3) read with Rule 12(1) of Companies(Management and Administration) Rules 2014 an extract of Annual Return in prescribedForm MGT-9 is given in the Report as Annexure C.
22) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes that have occurred subsequent to the close of thefinancial year of the company to which the balance sheet relates and the date of thereport.
23) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
There has been no material order passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.
24) RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the risk management and internal control framework in placecommensurate with the size of the Company. However Company is trying to strengthen thesame. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis report that forms part ofthe Annual Report.
25) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Conservation of Energy
The company has taken various in house measures to conserve the electricity andenergy.
Technology absorption and innovation is a continuous process in the company.
The foreign exchange earnings and foreign exchange outgo by the Company during the yearare:
Outgo : Rs. 16645000 /-
26) POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:
The company has framed policy and Constituted Internal Complaints Committees forRedressal of Sexual Harassment in accordance with Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
During the financial year 2018-19 no cases in the nature of sexual harassment werereported at any workplace of the company.
The POSH committee consists of the following members- a. Dipti More b. Meghana Kashtec. Jaisy Shiju d. Dr. Yogesh Dubey.
A. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Ms. Nutan Singh was appointed as Additional Executive Whole-time Woman Director w.e.f21st September 2018.
Mrs. Nidhi Prem Chand Dodhia was appointed as an Additional Independent Director w.e.f.11thJanuary 2019.
Ms. Geeta Bhosle was appointed as an Additional Independent Director w.e.f. 06thMay2019.
Ms. Meghana Ekanath Kashte was appointed as the Company Secretary and ComplianceOfficer w.e.f 14th February 2019.
Mr. Lijo Varghese resigned from the post of the Company Secretary and ComplianceOfficer w.e.f 11th January 2019.
Ms. Dipti Yelve resigned from the post of the Director w.e.f 03th November2018.
Mr. Vaibhav Shastri resigned from the post of the Company Secretary and ComplianceOfficer w.e.f 28th February 2019.
Mr. Arvind Singh resigned from the post of the Company Secretary and Compliance Officerw.e.f 21st September 2018.
Except as above there was no other change that took place in the positions ofdirectors and KMP's in the Company.
B.DECLARATION BY INDEPENDENT DIRECTOR:
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).(Annexure F)
C. FORMAL ANNUAL EVALUATION:
The Nomination & Remuneration Committee (hereinafter known as NRC') hadformulated policy (approved by the board) on performance evaluation of the whole boardits committees individual directors and KMP's. As per the Policy performance evaluationof:
Independent directors has been done by the whole board excluding the director beingevaluated and submit its report to NRC;
Non-Independent directors including chairman has been done by independent directors andsubmit its report to NRC;
Committees of the board and KMP's have been done by the board of directors and submitits report to NRC.
NRC reviews the reports of the Independent Directors and Board and accordinglyrecommends the appointment/re-appointment/continuation of Directors to the Board. Based onthe recommendation of NRC Board will take the appropriate action.
28) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arm's length basis.During the year the Company had not entered into any contract/arrangement/ transactionwith related parties which could be considered material under Regulation 23 of ListingRegulations. Accordingly the disclosure of Related Party Transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form No. AOC - 2 is not applicable.
29) SECRETARIAL AUDIT REPORT:
The Board has appointed Jaya Sharma & Associates Practicing Company Secretaries asSecretarial Auditor pursuant to the provisions of Section 204 of the Companies Act 2013.The Report of the Secretarial Auditor is annexed to the Report as per Annexure D.
30) VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established vigil mechanism for directors and employees to reportgenuine concerns of fraud & misconduct in the company and the vigil policy is uploadedon the website of the company www.prabhatgroup.net.
31) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report covering a wide range of issues relatingto Industry Trends Company Performance SWOT analysis Corporate Process BusinessOutlook among others is annexed to this Report in Annexure E for the year ended March 31st2019.
32) COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148 (1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.
33) NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES
The details of the number of meetings of the Board held during the Financial Year2018-19 forms part of the Corporate Governance Report.
33) OTHER DETAILS:
No Change in the nature of the business of the company during the year;
Process undertaken to change the name of the company during the year
The Shareholders of the Company gave their approval by postal ballot dated 27 February2019 to change the name of the Company to Prabhat Technologies (India) Limited so as towiden the business activities of the Company and have a strong position in the market. toutilize & explore its resources and Business opportunities to the fullest and achievemaximum growth. However the Certificate of Incorporation with the new name is yet to bereceived.
The Board of Directors wishes to express sincere thanks to Members Bankers ClientsFinancial Institutions Customers Suppliers and Employees of Companies for extendingsupport during the year. Your Directors express their deep sense of appreciation towardsall the employees and staff of the company and wish the management all the best forachieving greater heights in the future.
For and On behalf of the Board
PRABHAT TELECOMS (INDIA) LIMITED
Mr. Vishwamani Tiwari
Chairman & Managing Director DIN: 01932624
Date: May 30 2019 Place: Mumbai