To The Members
The Directors have pleasure in presenting before you the Twenty Eighth Annual Report of
the Company together with the Audited Statements of Accounts for the year ended 31-sl
March, 2017.
Financial High Lights
(Rs. In Lakhs)
| Particulars |
2016-2017 |
2015-2016 |
| Net Sales / Income |
0.00 |
0.00 |
| Total Expenditure |
10.3 |
14.03 |
| Gross Operating Profit |
(10.3) |
(14.03) |
| Interest and Finance charges |
0.00 |
0,00 |
| Depreciation |
2.26 |
3.11 |
| Loss on sale of Assets |
(10.3) |
(14.03) |
| Profit before Tax / loss |
0.00 |
0.00 |
| Provision for Tax |
(10.3) |
(14.03) |
| Net Profit / Loss |
0.00 |
0.00 |
| Paid-up Equity share capital |
515.87 |
515.87 |
| Reserves Excluding Revaluation Reserves |
(1084.6) |
(1074.2) |
| Earnings Per Share |
(0.20) |
(0.27) |
DIVIDEND
As the Company did not earn distributable profits the Board of Directors did not
recommend any dividend for the financial year under review. There is no amount pending to
be transferred to the Investor Education and Protection Fund since the company did not
declare any dividend for the last 10 years.
RESERVES
The Board did not propose to transfer any amount to reserves,
CHANGE IN THE BUSINESS OF THE COMPANY
During the year under review, the company did not change its line of activity MANAGEMENT
DISCUSSION AND ANALYSIS REPORT
As per SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015,
corporate governance report with auditors' certificate thereon and management discussion
and analysis are attached, which form part of this report "Annexure -A".
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company has taken adequate steps to adhere to all the stipulations laid down under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on
Corporate Governance is included as part of this Annual Report as "Annexure -
B".
Certificate from the Statutory Auditors of the company M/s. Y. Raghuram & Co,
Chartered Accountants confirming the compliance with the conditions of Corporate
Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is included as part of this report as "Annexure C"
LISTING WITH STOCK EXCHANGES
The Shares of the company are listed on the Bombay Stock Exchange. It has paid the
Annual Listing Fee for the year 2017-18 and is in the process of paying the same.
DEMATERIALISATION OF SHARES
23,76% of the company's paid up Equity Share Capital is in dematerialized form as on
31.st March, 2017 and the balance 76.24 % is in physical form. The Company's
Registrars are M/S Big Share Services Pvt Ltd, 306, Right Wing, 3rd Floor, Amrutha Ville,
Opp. Yashoda Hospital, Raj Bhavan Road, Somajiguda, Hyderabad, Telangana-500 082,
BOARD MEETINGS
The Board during the financial year 2016-17 met four times, Detailed information
regarding the meetings of the Board is included in the report on Corporate Governance,
which forms part of the Board's Report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc,
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive
directors, The same was discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013,
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby
state and confirm that:
a) In the preparation of the annual accounts for the year ended 31st March,
2017, 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
of the company for the same period;
c) The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 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 in the company that are adequate and
were operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and these are adequate and are operating effectively.
DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
RISK MANAGEMENT POLICY OF THE COMPANY
The Company has formulated and adopted a risk management policy at its Board Meeting.
As per the policy, the management continues to review and assess the risk and also the
steps for mitigating the same.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility does not apply to the company,
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other matters
provided in Section 178(3} of the Act has been disclosed in the corporate governance
report, which forms part of the directors' report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in
the Management Discussion & Analysis, which forms part of this report.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT;
The Auditors' report and Secretarial Auditors' report does not contain any
qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is
given as an annexure which forms part of this report ~ "Annexure - D
STATUTORY AUDITORS
M/S Y Raghuram & Co, Chartered Accountants, hold office as Statutory Auditors of
the company till the conclusion of the forthcoming Annual General Meeting. They have
expressed their unwillingness to be reappointed as Statutory auditors of the company, due
to preoccupation. M/S Brahmayya & Co, Chartered Accountants (Firm Regn No.0000513S)
have given their consent to be appointed as Statutory Auditors of the company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
(A) The operations of the company are not power intensive nevertheless the company
continues its efforts to minimize energy wherever practicable by economizing on the use of
power at the offices.
(B) Technology absorption NIL
(C) Foreign exchange earnings NIL
(D) Foreign exchange outflow NIL
RELATED PARTY TRANSACTIONS
There were no transactions which have been entered into with related parties of the
Directors or the Key Managerial Personnel of the company.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act,2013 Secretarial Audit
has been conducted for the Financial Year 2016-17 by M/S. Marthi & Co., Company
Secretaries, Hyderabad, and their Secretarial Audit Report for the finabcia! year ended 31st
March,2017 is enclosed at Annexure-E to this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed
herewith as "Annexure - F"
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the
financial statements.
MATERIAL CHANGES AND COMMITMENT 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
No material changes and commitments 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 this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is no order passed by any Court or Tribunal or forum which impacted or is likely
to impact the "Going concern status" of the company.
However, the company is awaiting the approval of the Hon'ble High Court of Judicature
for the state of Andhra Pradesh and Telangana in connection with the Scheme of Arrangement
for Re-organisation and Restructuring of the capital of the Company
DETAILS OF SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES & THEIR PERFORMANCE
The Company does not have any subsidiary or joint venture or associate company,
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 is enclosed as Annexure-G during the year under
review and hence the said provision is not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined under
Section 188 of the Companies Act, 2013 is enclosed as Annexure-G during the year
under review.
SHARE CAPITAL
The Paid up Equity Share Capital as on March 31, 2017 was Rs.5.15 Crore. During the
year under review, the Company has not issued shares with differential voting rights nor
granted Employee Stock Options or Sweat Equity Shares.
Scheme of Arrangement
The Company has now received the approval of the Hon'ble High Court of Andhra Pradesh
and Telangana for the Scheme of Arrangement in connection with the reduction and
reorganisation of Share Capital of the company and issue of equity shares and convertible
warrants to the Promoters of the company against the unsecured loans brought in by them,
However, the process for reduction and allotment of shares and convertible warrants is not
yet completed and as such there is no change in the share capital of the company,
DIRECTORS
In accordance with the Companies Act, 2013 read with the Articles of Association of the
Company, Ms Urvashi Ramesh, retires by rotation and being eligible offers herself for
re-apoointment.
Further, in terms of Section 149 read with Section 152 of the Companies Act, 2013, an
independent director is now not required to retire by rotation, and may be appointed on
the Board of Company for maximum two terms of up to five years each. Accordingly, Mr.
Rajath Pa tanka r has been appointed for a period of five years, effective from 1st
March, 2015. The Independent Director confirmed his independence in terms of the
requirements of Companies Act, 2013.
AUDIT COMMITTEE
Audit Committee consists of S/Sri Rajath Patankar and Haridass Ramesh.
There is no such incidence where Board has not accepted the recommendation of the Audit
Committee during the year under review.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by either the
Auditors or by the Practicing Company Secretary in their respective reports except the
Disclaimers of Professional Tax Payment- in Auditor Report & Secretarial Audit Report
and on Company's Manufacturing License Under Renewal in secretarial Audit Report.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975 are not applicable since the directors are not
drawing any salary from the company as the company does not have any operations. The
directors are provided sitting fee only for attending board meetings. The details of the
sitting fee and other perks are mentioned in the corporate governance report,
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere thanks and place on
record their appreciation of the continued assistance and co-operation extended to the
company by its bankers, government and semi government departments, customers, marketing
agents and suppliers and in particular Shareholders for the confidence reposed in the
company. Your directors also thank all the employees of the company for their dedicated
service,
By order of the Board of Directors For Trans Medicare Limited
Sd/-
(Haridass Ramesh)
Director
DIN No:00107388
Place: Hyderabad
Date : 14.08.2017
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