AFFLUENCE

DIRECTORS’ REPORT

To the Members,

We are delighted to present the Seventh Annual report on our business and operations for the year ended 31st March, 2014.The summarized financial results for the year ended 31st March, 2014 along with corresponding figures of last year are as under:

Financial Results (Amount in Thousands)
Particulars Financial year ended 31st March, 2014
Financial year ended 31st March, 2013

Total Income 26,91,025/- 21,54,204/-
Profit before Depreciation, Interest and Tax 70,896/- 85,713/-
Less: Depreciation 5,900/- 5,120/-
Less: Other Expenses 9,782/- 25,511/-
Net Profit / (Loss) Before Tax 55,124/- 55,082/-
Provision for Tax 9,750/- 12,237/-
Deferred Income Tax 1,805/- 7,557/-
Profit / (Loss) after Tax 43,659/- 35,288/-
Profit / (Loss) brought forward 71,293/- 42,041/-
Proposed Dividend on equity shares 5,820/- 5,194/-
Dividend Tax 989/- 842/-
Balance Carried to Balance Sheet 108,143/- 71,293/-


1. Financial Performance

During the year under review, the Company has earned profit of Rs. 436.59 lacs against Rs. 352.88 lacs for the previous year.

2. Dividend
Your Directors have recommended a dividend of Rs 0.70 per equity share each of Rs 10 for the financial year ended March 31, 2014, which, if approved at the ensuing 7th Annual General Meeting (AGM), will be paid to (i) all those equity shareholders whose names appear in the Register of Members, and (ii) those equity shareholders whose names appear as beneficial owners as per Share holder Register.

3. Share Capital

During the year under review, your Company has allotted 324,800 Equity shares of Rs. 10/- each at a premium of Rs. 70/- each, on preferential basis pursuant to the resolution passed in shareholders meeting held on 30th September, 2013. However, there was no change in Authorised share capital of the Company.

Thus, your Company’s present Authorised Share capital is Rs. 12 Crore divided into 1200000 (One Crore Twenty Lacs) Equity shares of Rs. 10 each and paid up capital is Rs. 8.3148 Crore divided into 8314800 (Eighty Three Lacs Fourteen Thousand Eight Hundred) Equity shares of Rs. 10 each.

4. Committees of the Board
During the year, following committees of the Board were formed in the Board meeting dated 1st April, 2013:-


i. Audit Committee:
Board Member Designation
Deepak Kumar Jain Chairman
Atul Bhatkhalkar Member
Vaibhav Shastri Member

ii. Nomination and Remuneration Committee:
Board Member Designation
Vaibhav Shastri Chairman
Atul Bhatkhalkar Member
Deepak Kumar Jain Member
iii. Initial Public Offer (IPO) Committee
Board Member Designation
Vishwamani Tiwari Chairman
Atul Bhatkhalkar Member
Deepak Kumar Jain Member
Vaibhav Shastri Member
iv. Shareholders’ grievance Committee:

Board Member Designation
Atul Bhatkhalkar Chairman
Vaibhav Shastri Member
Deepak Kumar Jain Member


5. Board of Directors

During the financial year, Ms. Prabha Tiwari resigned from the Board on 1st December, 2013.

On 1st December, Nomination and Remuneration Committee recommended the induction of Mr. Shishir Tripathi to the Board. Mr. Shishir Tripathi has done his Masters in Business Administration from Aberdeen University, Scotland – UK. He has also worked with many renowned organisations such as ING Bank and JM Financial Asset Management.

Considering the educational background and experience, Mr. Shishir Tripathi was appointed as Additional Director of the Company in the Board meeting dated 10th December, 2013. His appointment as Director needs to be confirmed in the ensuing Annual General Meeting. We seek your support in confirming the appointment of Mr. Shishir Tripathi as Executive Director of the Company.

As per the provisions of the Companies Act, 1956, Mr. Parag Malde will retire in the ensuing Annual General Meeting and being eligible seeks re-appointment. The Board of Directors recommend his reappointment.

6. Directors’ Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for financial year ended 31st March, 2014, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
ii. 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 as at financial year and of the Profit of the Company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
iv. the Directors had prepared the annual accounts for financial year ended March 31, 2014 on a ‘going concern’ basis.


7. Auditors and Auditors’ Report
i. M/s. Rajeev Sood & Co, Chartered Accountants (ICAI Firm Registration No. N10478), who are the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for five years to hold office from the conclusion of this AGM till the conclusion of the Twelfth AGM of the Company to be held in the year 2019 subject to rati?cation of their appointment at every AGM. M/s. Rajeev Sood & Co., have, under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder furnished a certificate of their eligibility and consent for re-appointment

You are requested to appoint auditors to hold such office from the conclusion of this Annual General Meeting and to fix their remuneration for the financial year ending 31st March, 2015

ii. The observations and comments given by the Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

8. Transfer to Reserves in terms of Section 217 (1)(b) of the Companies Act, 1956
For the financial year ended 31st March, 2014, the Company has provided Rs. 5,820,000/- and Rs. 989,000/- towards Proposed Dividend and Corporate Dividend Tax respectively, and has transferred remaining amount of Rs. 37,050,000/- to Reserves.

9. Particulars of Employees
There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has not earned any foreign exchange but has spent Rs. 17,259,058/- for importing raw materials and other goods.

11. Fixed Deposit
The Company has neither invited nor accepted fixed deposits from the public and hence provisions of the Companies Act, 1956 are not applicable.

Acknowledgements

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the financial year.

For and on behalf of the Board
Date: 15th August, 2014 Prabhat Telecoms (I) Ltd
Place: Mumbai (formerly known as Prabhat Telecoms (I) Pvt Ltd)




Vishwamani M. Tiwari
(Chairman & Managing Director)
DIN: 01932624
Address: 2, Geetanjali Apts., Manchhu Bhai Road, Near Manali Hotel, Near Subway, Malad (E), Mumbai-400097

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review

Further during the year under review, the Company has not earned any foreign exchange but has spent Rs. 17,259,058/- for importing raw materials and other goods

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed that: i. in the preparation of the annual accounts for financial year ended 31st March, 2014, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; ii. 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 as at financial year and of the Profit of the Company for that period; iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv. the Directors had prepared the annual accounts for financial year ended March 31, 2014 on a ‘going concern’ basis.

No qualification(s), reservation(s) or adverse remark(s) in auditors report therefore no comments