The Directors have pleasure in presenting their 17th Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1.FINANCIAL RESULTS
Particulars 2014-15
(Rs) 2013-14
(Rs)
Revenue from Operations 725,000 701,000
Operating Expenditure 872,296 533,758
Profit before Tax 132,013 298,177
Profit after Tax 109,311 197,994
Balance carried to Balance Sheet 109,311 197,994
During the year under review, your Company had earned a total income of
Rs 10.52 Lakhs as against Rs 9.64 Lakhs during the previous year and
the Net Profit for the current year is Rs. 1.09 lakhs as against a Net
Profit of Rs. 1.98 Lakhs for the previous year. Despite the serious
efforts that have been put by the Management, Your Company could not
succeed in getting new business opportunities in Media and Broadband
Internet Segments due to global economic slowdown and lack of adequate
resources at the disposal of the Company. Your Company is considering
various other options, details of which would be communicated to the
Members in due course. There is no change in the nature of business.
2. DIVIDEND
In view of inadequate profits, your Board could not recommend any
dividend for the financial year 2014- 15.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) In accordance with the provisions of Companies Act, 2013, Mr. P.
Shyam Prasad, Executive Director of the Company would retire by
rotation and, being eligible, offer himself for re- appointment. The
Board recommend to the shareholders for his re-appointment.
b) Mr. B V Satya Sai Prasad and Mr. Hafeezuddin Shaik Imam, Independent
Directors have resigned from the office of Director of the Company
w.e.f. 14-08-2015.
c) Smt. N Vasundhara Mani, Mr. Muvva Kondala Rao, and Mr. Panjugula
Srisail Reddy have been appointed as Additional Directors on
14-08-2015. Ms. Vemula Tejaswini has been appointed on 31-03-2015
d) As required under Section 134 (3) (d) of the Companies Act, 2013,
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 and clause 49 of the Listing Agreement.
e) Other Disclosure
Board Evaluation
Pursuant to Section 134 (3) (p) of the Companies Act, 2013 and Clause
49 of the Listing Agreement, the Board has carried out an evaluation of
its own performance, the directors individually as well as the
evaluation of the working of its Audit, Appointment & Remuneration
Committees. The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.
Selection and Remuneration Policy
On the recommendation of the Nomination & Remuneration Committee, the
Board has discussed and framed a policy for selection and appointment
of Directors, Senior Management. However, since the Company is not
doing well, the remuneration policy is yet to be finalized.
Meetings
During the year 6 (SIX) Board Meetings and 4 (four) 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.
Change in Management:
During the year under review, the Company was taken over by Mrs.
Vasundhara Mani Namburu through open process and acquired entire
holding of the previous promoter "Savera Construction Pvt Ltd"
4. 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.
5. DETAILS OF SUBSIDIARY
During the period under review, your Company has no Subsidiary Company.
6. AUDITORS:
M/s. M.M. Reddy & Co. (FRN No. 01371S), Chartered Accountants,
Hyderabad, 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.M. Reddy & Co., Chartered Accountants, at the ensuing
Annual General Meeting.
7. 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.
8. 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 I).
9. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, M/s.
VCSR & Associates, Practicing Company Secretaries have been appointed
Secretarial Auditors of the Company. The report of the Secretarial
Auditors is enclosed as (Annexure II) to this report. The report is
self-explanatory and do not call for any further comments.
10. INTERNAL AUDIT & CONTROLS AND THEIR ADEQUACY
There are proper internal control policies installed in the Company
commensurate with the size and operation of the Company. Owing to less
numbers of operations in the Company, internal control policies are
taken care by the employees.
11. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.vgml.com
12. RISK MANAGEMENT POLICY
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a risk management
committee. The details of the committee and its terms of reference are
set out in the corporate governance report forming part of the Boards
report.
13. 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 of review, there are no material changes affecting
the financial position of the company.
14. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status and
the Company's future operations.
15. DEPOSITS
The Company has not accepted any fixed deposits from the public, and as
such no amount of principal or interest on public deposits was
outstanding as on the date of the balance sheet.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the period under review, the Company has not entered into any
related party transaction as envisaged under Section 188 of the
Companies Act, 2013.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
As the company is not doing well from the last couple of years, the
rules in connection with spending of money on specified projects under
corporate social responsibility rules as envisaged under section 135 of
the Companies Act, 2013 are not applicable to the Company. As a listed
company, necessary measures have been taken to comply with the listing
agreements of Stock Exchanges.
18. 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 9th December, 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.
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
harassment.
1. DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 134(5) of the Companies Act, 2013, your
directors confirm:
(a) That the directors in the preparation of the annual accounts the
applicable accounting standards have been followed along with proper
explanations relating to material departures.
(b) That 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) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safe guarding the assets of the company and
for preventing and deleting fraud and other irregularities.
(d) That the directors had prepared the annual accounts on the going
concern basis.
(e) That 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) That 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.
20. LISTING WITH STOCK EXCHANGES:
Presently, the Equity Shares of the Company are listed on Bombay Stock
Exchange Limited [BSE]. The Company confirms that it has paid Annual
Listing Fees due to BSE for the financial year 2015-16.
21. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out separately in
this annual report together with the Certificate from the auditors of
the Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
22. ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge and appreciate the support
extended by the Bankers of the Company. Your Directors express their
grateful thanks to our valued shareholders for the trust and confidence
reposed in the Company.
By order of the Board
For VIRGO GLOBAL MEDIA LIMITED
Sd/- Sd/-
P Shyam Prasad N Vasundhara Mani
Whole-time Director Director
Place: Hyderabad (DIN: 02713599) (DIN: 01646183)
Date : 30.11.2015
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