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Athena Global Technologies

BSE: 517429|ISIN: INE576B01019|SECTOR: Computers - Software Medium & Small
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Directors Report Year End : Mar '18    Mar 15

To,

The Members,

The Directors are pleased to present the 26th Annual Report of your company together with the Audited Balance Sheet and Statement of Profit and Loss of the company for the financial year ended 31.03.2018

1. FINANCIAL HIGHLIGHTS:

Financial results for the year under review and as well as previous year are as follows.

(Rupees in Lakhs)

Standalone

Consolidated

Particulars

Year Ended

Year Ended

Year Ended

31.3.2018

31.3.2017

31.3.2018

Revenue from Operations

789.11

1057.86

798.55

Other income

429.61

110.28

429.61

Total Income

1218.72

1168.14

1228.16

Expenditure

1166.1

1474.94

1200.56

PBDIT

52.62

(306.8)

27.60

Depreciation

(25.56)

(26.89)

(26.40)

Interest

(8.06)

(7.58)

(8.58)

Profit Before Tax (PBT)

19.00

(341.27)

(7.38)

Exceptional items

-

-

-

Tax Expense

a. current Tax

3.87

--

3.87

b. Deferred Tax

(37.50)

1.87

(44.66)

Profit After Tax (PAT)

52.63

(343.14)

33.41

2. STATE OF COMPANY’S AFFAIRS:

During the financial year under review, your Company has achieved total income of Rs. 789.11 lakhs as against the previous year income of Rs. 1057.86 lakhs and recorded net profit of Rs. 52.63 lakhs for financial year 2017-18 when compared to a net loss of Rs. 343.14 lakhs during the previous year

3. DIVIDEND:

Due to inadequacy of profit, the directors of your Company do not recommend any dividend for the financial year 2017-18.

4. FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

5. MEETINGS:

During the year under review, Five board meetings were held. The maximum time gap between any two consecutive meetings was within the period prescribed under Companies Act, 2013.

The Board Meeting dates are 29th May 2017, 05th September 2017, 11th December 2017, 09th February 2018, and 28th March 2018.

6. SUBSIDIARIES

The Company has one subsidiary i.e M/s Medley Medical solutions Private Limited.

The Statement containing the salient feature of the financial statement of subsidiaries as per sub-section (3) of Section 129 of the Companies Act, 2013 in Form AOC-1 is herewith annexed as ‘Annexure I’ to this report.

7. 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. 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 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. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

8. DIRECTORS AND KEY MANAGERIAL PERSONEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. M Sunitha (DIN: 06741426) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Ms Divya Agarwal, Company Secretary has resigned w.e.f 30th day of May, 2018

9. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) and SEBI (LODR) Regulations, 2015.

10. COMPOSITION OF BOARD COMMITTEES

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report The Composition of various Committees of the Board is hereunder:

Audit Committee

Mr. Prudvi Raju Manthena

Chairman

Mr. M. Satyendra

Member

Mr. Rajesh Kartragadda

Member

Nomination and Remuneration Committee

Mr. Prudvi Raju Manthena

Chairman

Mr. J.S.S. Murthy

Member

Mr. Rajesh Kartragadda

Member

Stakeholders Relationship Committee

Mr. Prudvi Raju Manthena

Chairman

Mr. J.S.S. Murthy

Member

Mr. Rajesh Kartragadda

Member

11. POLICY ON SEXUAL HARASSMENT:

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended 31st March, 2018, the Company has not received any Complaints pertaining to Sexual Harassment.

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

13. STATUTORY AUDITORS AND AUDITORS REPORT:

M/s. Ramanatham & Rao, Chartered Accountants, were appointed as statutory auditors of the Company for a period of five years in the Annual General Meeting held on 27th September, 2017. They have confirmed that they are not disqualified to continue as Auditors of the Company.

The Notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

Managements reply to the Auditors Qualification:

The Company has not provided interest in respect of outstanding long Term Borrowing of 127.65 lakhs as on 31st March, 2018.

The management is in discussion with the parties of unsecured loans for reduction/ waiver of interest and is in discussion with the parties of the unsecured loans for final Settlement in respect of the unsecured loans and is likely to be settle before the end of the next financial year in respect of the above referred amount. The impact on the accounts is not ascertained.

14. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Dendukuri associates, Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules, 2014.

15. DIRECTORS’ RESPONSIBILITY STATEMENT:’

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and on the basis of secretarial audit received from the practicing company secretary and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

i. That in preparation of the Annual Accounts for the year ended 31st March, 2018; all the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, 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 financial year ended 31st March, 2018.

iii. That 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.

iv. That the Annual Accounts for the year ended 31st March, 2018, has been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

16. RISK MANAGEMENT

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

17. VIGIL MECHANISM:

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) the Company has framed a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility are Not applicable to the Company.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments 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

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Your company has taken adequate internal control procedures by which the cost of electricity shall be identified with project and the company will provide an incentive for the concerned department which consumes optimum power.

No additional investments for reduction of Energy consumption were taken up during the year under review.

b. Technology absorption: Not Applicable

c. Foreign Exchange Earnings & Outgo:

22. RELATED PARTY TRANSACTIONS:

Company has entered into the Related Party Transactions during the year enclosed in the format of AOC-2 in Annexure-II

23. MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as Annexure -lll to this report.

24. CORPORATE GOVERNANCE:

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a compliance report on Corporate Governance for the year 2017-18 and a Certificate from the Secretarial Auditors of the Company are furnished, which is enclosed as Annexure - IV to this Report.

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed M/s P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report issued by M/s P S Rao and Associates, Practicing Company Secretaries for the financial year ending 31st March, 2018 is given in the FORM NO: MR - 3 as Annexure (V) attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is self-explanatory and requires no further explanation from the Board.

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FORM MGT 9 is annexed herewith as “Annexure Vl” to this report

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as ‘Annexure Vll’ to this report and Rule 5 (2) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employee of your company is in receipt of remuneration exceeding Rs.8,50,000 per month or Rs. 1,20,00,000 per annum during the Financial Year

28. LISTING FEE:

Your Company’s shares are presently listed and traded on the BSE Limited; Your Company is regular in paying the listing fee to the BSE Limited.

29. ACKNOWLEDGEMENTS:

Your Directors place on record, their appreciation for the co-operation and support from The Bankers, Financial Institutions, the stockiest and distributors, Supplier and Customers.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Central and State Government agencies etc for their Support and co-operation. Your Directors express their heartfelt gratitude to the Employees for their exceptional commitment and loyalty to the Company.

By order of the Board of Director

ATHENA GLOBAL TECHNOLOGIES LIMITED

Sd/- Sd/-

Place : Hyderabad M. Satyendra M. Sunitha

Date : 14.08.2018 Chairman & Managing Director Director

(DIN: 01843557) (DIN:06741426)

Source : Dion Global Solutions Limited
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