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Aptus Industries Ltd.

BSE: 534920 | NSE: | Series: NA | ISIN: INE899M01012 | SECTOR: Computers - Software

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Annual Report

For Year :
2015 2014 2013 2012

Director’s Report

Dear Members, The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. l.Financial summary or highlights/Performance of the Company: The Board''s Report is prepared based on the financial statements of the company. (Amt. in Lakhs) S. No Particulars Standalone 2014-15 2013-14 1. Revenue from Operations 1089.54 2332.20 2. Operating Expenditure 970.01 2272.22 3. Profit before Tax 11.19 7.97 4. Profit after Tax 11.75 4.07 5. Balance carried to Balance 234.40 222.66 Sheet (Amt. in Lakhs) S. No Particulars Consolidated 2014-15 2013-14 1. Revenue from Operations 1106.43 3589.16 2. Operating Expenditure 970.41 3411.22 3. Profit before Tax 11.51 19.27 4. Profit after Tax 12.90 10.58 5. Balance carried to Balance 327.20 314.30 Sheet 2. Brief description of the Company''s working during the year/State of Company''s affairs On Consolidated basis, revenue for the year 2014-15 at Rs.1106.43 Lakhs, which declined by 69.17% (Rs.3589.16 Lakhs in 2013-14), and the net profit for the year at Rs.11.75 Lakhs was lowered by 40.26% (Rs.19.27Lakhs in 2013-14) On Standalone basis, revenue for the year 2014-15 at Rs.1089.54 Lakhs declined by 53.28 % (Rs.2332.20 Lakhs in 2013-14) and the net profit for the year at Rs.4.07 Lakhs was lowered by 65.36% (Rs.11.75 Lakhs in 2013-14). There is no change in the nature of business during the period under review. 3. Reserves During the period under review, profits were not appropriated to any reserves. 4. Change of Name The Company has changed its name from Aptus Industries Limited to Covidh Technologies Limited with effect from 21st May 2014. The change of name was approved by the members by Postal Ballot resolution held on 21stApril 2014. 5. Directors and Key Managerial Personnel Mr. Uday Chava, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. Also Mr. Venkateshwar Reddy Parne, has been appointed as a CFO with effect from 14th August 2014 and Ms Laveena Panjwani has been appointed as a Company Secretary with effect from 24th June 2015 and Mr. Raiesh Yadav has resigned as a Company Secretary with effect from 11th May 2015 6. Particulars of Employees None of the employees has received remuneration exceeding the limit as stated in rule 5 (2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014. 7. Meetings A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six (6) Board Meetings and Four (4) Audit Committee Meetings were convened and held. 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. 8. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 9. Declaration by an Independent Director(s) and Re- appointment, if any A declaration has been given by an Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013. 10. Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. 11. Details of Subsidiary/Joint Ventures/Associate Companies Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure-I [Performance and financial position of the subsidiary, included in the consolidated financial statement] Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary. 12. Auditors: M/s M M Reddy & Co. Chartered Accountants, FRN010371S the present Auditors, has been appointed for five consecutive years (Subject to the ratification by the shareholders at each AGM held after the previous AGM) by the shareholders at the previous AGM. The Board of Directors recommends the ratification of appointment of M/s M M Reddy & Co. Chartered Accountants, at the ensuing Annual General Meeting. 13. Auditors'' Report 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. 14. Secretarial Audit Report In terms of Section 204 of the Act and Rules made there under, M/s. B. K ASSOCIATES, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments. 15. Internal Audit & Controls The Company engaged Mr. Hari Kishore Pendru, Accounts Manager as its Internal Auditor of the Company. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the Board and suitable corrective actions has been taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. 16. Vigil Mechanism : In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism known as Whistle Blower Policy for directors and employees to report genuine concerns with the Chairman of the Audit Committee has been established. The Whistle Blower Policy has been uploaded on the website of the Company at www.covidh.com. 17. Risk management policy A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company. 18. Extract of Annual Return: As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure II. 19. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report During the period under review, there are no material changes occurred, which affect financial position of the Company. 20. 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 During the period under review, there are no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future 21. Deposits During the period under review, the company has not accepted any deposits as envisaged under Section 74 and 76 and Companies (Acceptance of Deposits) Rules, 2014. 22. Particulars of loans, guarantees or investments under section 186 During the period under review, the company has not given any loans, guarantees or made any investments as envisaged under Section 186 of Companies Act, 2013. 23. Particulars of contracts or arrangements with related parties There are no related party transactions in the Company during the year 24. Corporate Governance Certificate The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report. 25. Management Discussion and Analysis The Management Discussion and Analysis forming part of this Annual Report has been discussed elsewhere in the Report. 26. Statutory Disclosures In terms of the provisions of Section 134 of the Companies Act, 2013, read with the Companies Rules as amended, the names and other particulars of the employees are set out in the to the Directors'' Report. However, as per the provisions of Section 219 (b) (IV) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company. 27. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 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 9thDecember, 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. The Final charter of policy for prevention of Sexual Harassment of Women at workplace is yet to be adopted. 28. Conservation of energy, technology absorption and foreign exchange earnings and outgo As per section 134 (3) (m) of the Companies Act, 2013 the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows (a) Energy, technology absorption: Nil (b) Foreign exchange earnings: Rs 55,87,693/- (USD 90,720 Exchange Rate Rs. 61.50) (c) Foreign exchange Outgo: Nil 29. Corporate Social Responsibility (CSR) Corporate Social Responsibility (CSR) is not applicable to the company as the threshold as mentioned in the provisions Companies Act, 2013 is not applicable to our Company. 30. Directors'' Responsibility Statement The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) 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 at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care 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; (d) The directors had prepared the annual accounts on a going concern basis; and (e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 31. Listing with Stock Exchanges: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Limited, Ahmedabad Stock Exchange Limited and Madras Stock Exchange Limited where the Company''s Shares are listed. 32. Acknowledgements Your Directors take this opportunity to express their gratitude for the valuable support extended by the customers, banks, financial institutions, investors, business associates, central & state government authorities. Your Directors also appreciate the employees at all levels for their continued support to the Company. Your Directors believe that with the whole hearted support of employees, stakeholders, bankers and our valuable customers, we will continuously excel in the path of success and growth. For and on behalf of the Board of Directors Sd/- Prabhakara Rao Alokam Managing Director Place: Hyderabad (DIN: 02263908) Date: 30th November 2015 Sd/- G. Suresh Babu Director (DIN: 01961140)

Director’s Report