DIRECTORS' REPORT Dear Members Your Directors present their Thirty Seventh Annual Report along with the Audited Accounts for the year ended 31 March 2015. Dividend Your Directors do not recommend any Dividend for the year under review. Management Discussion & Analysis The operations of the company had been closed with effect from 21 October 2002. Thereafter, till the year 2004-2005, there were no activities. M/s Savant India Institute of Technology Pvt. Ltd. (SIIT), Chennai, had acquired all the 1,404,800 equity shares held by the then promoters of your company. Thereafter, in accordance with the provisions of the SEBI (SAST) Regulations 1997, SIIT made an open offer to the shareholders, at the end of which SIIT had a total of 1,440,600 shares, representing 42.62% of the 3,380,300 fully paid up equity shares of your company. Consequent to these changes and to the decisions during the Extra Ordinary General meeting held on 29 March 2005, your company had done the following: *Incorporated the changes in the objects clause and authorized capital in its Memorandum of Association *Got its name changed to SAVANT INFOCOMM LIMITED *Got the registered office changed from Bangalore in Karnataka state to Chennai in Tamil Nadu state *Inducted personnel from 01 June 2005 *Commenced business operations from 01 June 2005 *Got its equity shares voluntarily de-listed from the Bangalore Stock Exchange with effect from 24 November 2005 *Entered into an agreement with National Securities Depository Limited, Mumbai (NSDL) to dematerialize its equity shares with NSDL in addition to its existing arrangement with CDSL In 2007, SIIT had sold its entire holding of 1,440,600 equity shares to M/s Western India Steel Co. Pvt. Ltd., Mumbai, Mr. Bharat Parikh and Mrs. Mina Parikh, who in accordance with the provisions of the SEBI (SAST) Regulations 1997, had also made an open offer to the shareholders for acquiring up to 20% more of the outstanding shares. This process was completed by end-September 2007 with the acquirers holding a total of 1,448,500 shares after which the Board of the company was restructured. The company is in the process of exploring various options for its future course of action. Deposits The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2015. There were no unclaimed or unpaid deposits as on March 31, 2015. Directors In accordance with Articles 106 and 107 of the Articles of Association of the company, Mr. Prakash Damodaran retires by rotation. Being eligible, he offers himself for re-appointment. Corporate Governance As a listed Company, necessary measures are taken to comply with the listing agreements with the Stock Exchanges. According to Para 1 of SEBI Circular No CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, Clause 49 of the Listing Agreement dealing with corporate governance is not mandatory for your company for the time being. A report on corporate governance and certificate of compliance from the Auditors are annexed Listing of equity shares Your Company's equity shares are listed only in the Bombay Stock Exchange at Mumbai under Scrip Code 517320 and the listing fee for FY 2015-2016 has been duly paid. Auditors M/s N.Raja & Associates, Chartered Accountants, Chennai (FRN: 003388S), Statutory Auditors of the Company retire at the ensuing Annual General Meeting of the Company and being eligible have offered themselves for reappointment. The Company has received letter from them confirming that their appointment, if made, would be within the limits prescribed under Sections 139(2) and 141 of the Companies Act, 2013. Their comments on the accounts and notes to the accounts are self-explanatory Statutory Information Extracts of Annual Return under Section 92(3) Extracts of Annual Return under Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 are given in the Form MGT-9, which is annexed to this Report. Number of meetings of the Board of Directors Four Board Meetings were held during the period from 01.04.2014 to 31.03.15, on 29.04.2014, 28.07.2014, 22.10.2014 and 19.01.2015. Directors' Responsibility Statement Pursuant to the requirements of Section 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that: i.in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii.such accounting policies as mentioned in Note 1 of the Annual Accounts have been applied consistently and judgments and estimates that are reasonable and prudent made, so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2015 and of the profit of the Company for that period. iii.proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv.the annual accounts for the year ended 31st March 2015 have been prepared on a going concern basis. v.the internal financial controls followed by the Company are adequate and operating effectively. vi.proper systems to ensure compliance with the provisions of all applicable laws are devised and such systems are adequate and operating effectively. Declaration by Independent Directors Independent Directors have given declarations that they meet the criteria of independence as provided under Section 149 (6) of the Companies Act, 2013 Policy on Directors' Appointment & Remuneration Since the company has no operations, your company has decided that having a Nomination and Remuneration Policy, pursuant to Section 178 (4) of the Companies Act, 2013 and Clause 49 of the Listing Agreement is not necessary at this stage Audit Reports There are no qualifications, reservations or adverse remarks or disclaimers in the Auditors report or Secretarial Audit report. Secretarial Audit Report from Mr. R.Vadivelu, Practicing Company Secretary (ACS No. 19234, CP No. 8973) is annexed Particulars of loans, guarantees or investments under section 186: During the year under review, the Company has not advanced any loans, given guarantees or made investments. Particulars of contracts or arrangements with related parties Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013: NIL Disclosure under Section 134 (3) (m) - Conservation of energy, technology absorption, foreign exchange earnings and outgo: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is below: (A)Conservation of energy- (i)The steps taken or impact on conservation of energy: NIL (ii)The steps taken by the company for utilizing alternate sources of energy: NIL (iii)The capital investment on energy conservation equipments: NIL (B)Technology absorption- (i)The efforts made towards technology absorption: NIL (ii)The benefits derived like product improvement, cost reduction, product development or import substitution: NIL (iii)In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL (iv)The expenditure incurred on Research and Development: NIL (C)Foreign exchange earnings and Outgo- Your Company has not earned any revenue in or incurred expenditure in any foreign exchange. Corporate Social Responsibility (CSR) The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility. Annual Evaluation of Board performance The company has no operations and has therefore decided that it is neither possible nor necessary at this time to frame criteria for assessing the performance of its directors and the Board. Information under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The company has no employees on its rolls and hence the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable. Risk Management Policy The company has no operations and has therefore decided that it does not need any risk management policy now. Whistle Blower Policy The company has no operations and has therefore decided that it does not need any while blower policy now. Related Party Transactions: Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014: Details of contracts or arrangements or transactions not at arm's length basis: Nil Details of material contracts or arrangement or transactions at arm's length basis: NIL FOR AND BEHALF OF THE BOARD M.R.RAJAGOPALAN NAIR DIRECTOR PRAKASH DAMODARAN DIRECTOR Place: Chennai Date: 22 April 2015 |