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DIRECTOR'S REPORT

Prithvi Exchange (India) Ltd.

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Market Cap. (₹) 18.85 Cr. P/BV 0.72 Book Value (₹) 31.73
52 Week High/Low (₹) 29/17 FV/ML 10/1 P/E(X) 7.72
Bookclosure 25/09/2019 EPS (₹) 2.96 Div Yield (%) 3.28
Year End :2015-03 
Dear Shareholders,

The have pleasure in presenting the 20th Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2015.

PERFORMANCE

The financial results for the year ended 31st March 2015 are as under:

                                                          Rs. (In Lacs)

Particulars                                    31.03.2014   31.03.2015

Income                                            813.32       860.14

Total Expenses                                    464.31       476.93

Profit before depreciation                        349.01       383.22

Depreciation                                       10.32        25.07

Profit / (loss) before Tax                        338.69       358.15

Provision for taxation                            113.24       123.65

Balance of profit of brought forward              903.99      1097.47

Profit available for appropriations               225.45       234.51
Appropriations:

Dividends                                          31.96        33.34
Balance carried forward to Balance Sheet 1097.47 1298.64

Surplus carried to Balance Sheet                 1097.47      1298.64
Business Outlook & Prospects

The company had improved its profitability from 225.45 lacs to 234.51 lacs . There was no material change or commitment, affecting the financial position of the Company between the end of the financial year of the Company and the date of the report other than those disclosed in the financial statements.

DIVIDEND

The company had declared an interim dividend of Rs.0.50 per share exclusive of dividend tax for the financial year ended 31st March 2015 which is being recommended as final dividend

BOARD OF DIRECTORS

The composition of the Board of Directors of the Company and other details related to the board is furnished in the Corporate Governance Report annexed to this report as " Annexure A"

In terms of Section 149 of the Companies Act, 2013 (Act), Ms.Anuradha and Mr.MahavirChand were co-opted to the Board as additional directors

Mr. D Suresh Kumar director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment Necessary resolutions for the appointment/ re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice.

Your directors commend their appointment / re-appointment.

Mr. V. Krishnaswami, Mr. P Delichand & Mr.V.G Venkatadri resigned from the directorship of the company. The board placed its warm regards for the services rendered by them during their tenor.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees and made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the said financial year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

STATUTORY AUDITORS

M/S. CHANDARANA& SANKLECHA, (ICAI Registration No.000557S) Chartered Accountants were appointed as Statutory Auditors at the last Annual General Meeting (AGM) held on 27/09/2014 for a period of three years i.e until the conclusion of the 22nd AGM. Their appointment is however, subject to ratification by the members at every AGM.

The Company has received letter from the Statutory Auditors consenting to the re-appointment and a confirmation to the effect that their appointment, would be within the prescribed limits and that they do not suffer from any disqualifications under Section 141 of the Companies Act, 2013 and the rules made thereunder. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N K BHANSALI & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit carried out for the year 2014-15 is annexed herewith as 'Annexure- B'. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Directors' Responsibility Statement

In terms of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that they had:

i. followed the applicable accounting standards in the preparation of the financial statements for the financial year 2014-15 and there are no material departures;

ii. selected such accounting policies and applied them consistently and made judgments and estimates that were 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 year under review;

iii. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company, preventing and detecting fraud and other irregularities and

iv. prepared the financial statements for the financial year on a 'going concern' basis.

v. laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively.

vi. devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business 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. At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES

Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable as the directors have not drawn any remuneration during the year ended 31/03/2015 .

CORPORATE GOVERNANCE REPORT

Your Company has complied with the corporate governance requirements as stipulated under clause 49 of the listing agreement. Detailed report on the compliance and a certificate by the Statutory Auditors forms part of this report

Other disclosures

a) The Internal control systems and adequacy are discussed in detail in the Management Discussion and Analysis annexed to the Directors Report.

b) The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as 'Annexure C.

c) Particulars of employees :

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as annexure D

d) Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Expenditure Energy conservation, technology absorption and foreign exchange earnings and outgo

e) The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is NIL

f) Disclosure under the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013. The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

a. No. of complaints received: Nil b. No of complaints disposed off: nil

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for the support and co-operation of all stakehold - ers. At the very heart of our success and our ability to deliver quality service and satisfaction is the consider - able skill and motivation of our employees. On behalf of all the company's stakeholders who benefit from the hard work of the employees, the Board would like to express its sincere appreciation and gratitude.

                                 For and on behalf of the Board 

                                              Sd/- 

Place: Chennai                       (Mr.Deenadayalan K N)

Date :27/07/2015                           Chairman
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