DIRECTORS' REPORT The Board of Directors of 8K Miles Software Services Limited are pleased to present the Thirtieth Annual Report for the year ended March 31, 2015, together with the Auditors' Report and Audited Accounts for the Financial year 2014-2015. OPERATIONS REVIEW "We continue to see significant growth in our Cloud Security Solutions and Cloud Managed Services. Our recent launch of CloudEzRx™, a cloud-platform designed to answer the compliance and regulatory needs of Pharmaceutical/Life Sciences industry is gaining market awareness while adding more key-functionalities to meet uprising demand by Healthcare providers,". SHARE CAPITAL The paid up equity capital as on March 31, 2015 was Rs. 103,441,020.00. During the year under review, the Company issued 3,00,000 shares (on conversion of warrants) of Rs. 10/ at a premium of Rs. 388.60 per equity share to the shareholders. FIXED 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 covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The CEO and CFO certification provided in the CEO and CFO Certification section of the Annual Report discusses the adequacy of our internal control systems and procedures. CONSERVATION OF ENERGY a) Company ensures that the operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved. b) No specific investment has been made in reduction in energy consumption. c) As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately. d) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise. SUBSIDIARY COMPANIES 1) 8K Miles Software Services Inc (USA) 2) 8K Miles Software Services (FZE) - UAE 3) Mentor Minds Solutions and Services Inc (USA) 4) 8K Miles Health Cloud Inc (USA) 5) Mentor Minds Solutions and Services Private Ltd (India) DIRECTORS In accordance with the provisions of under section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Cessation Ms. T.P. Saira (DIN 03363978), Director resigned from the Board of Directors of the Company effective from 31st March 2015. She has been serving on the Board since 2010 and Company has benefitted by her valuable advice and guidance particularly in the areas of long term outlook for the growth of the Company. Directors place on record their deep sense of appreciation for her contribution to the Board and as a member of various Board Committees of the Company. Appointment Non- Executive Director Mr. Lakshmanan Kannappan (Lena) (DIN 07141427) appointed as an Additional Director (Non - Independent) under section 161 of Companies Act,2013, with effect from 31st March 2015, to hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice under section 160(1) of the Companies Act, 2013 from a member proposing his appointment as a Director. AUDITORS Messrs. GHG Associates, Chartered Accountants, Chennai hold office until conclusion of the ensuing Annual General Meeting and being eligible and recommended for reappointment. PARTICULARS OF EMPLOYEES Statement of personnel particulars of employee's pursuant section 197(12) of the Companies Act, 2013 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein 5,00,000 per month or Rs. 60,00,000 per annum) during the period under review. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business and are in compliance of the provisions of the Companies Act, 2013 and the Listing Agreement. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. All related party transactions, are approved by the Audit Committee on a quarterly basis, with all the necessary details and presented to the Board. The details of the transactions with related parties are provided in the financial statements. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The provisions of section 135 of the Companies Act, 2013 are not applicable to the Company. However CSR activities have already embodied in the value system of the Company. During the year, the Company has conducted blood donation camp. CODE OF BUSINESS CONDUCT AND ETHICS The Board of Directors has approved a Code of Conduct and Ethics in terms of Schedule IV of Companies Act, 2013 and clause 49 of Listing Agreement. All the Board Members and the Senior Management personnel have confirmed compliance with the Code for the year ended 31st March 2015. The annual report contains a declaration to this effect signed by the Managing Director and Company Secretary as Compliance officer for the code. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. PREVENTION OF INSIDER TRADING The Company has complied with the provisions of SEBI(Prevention of Insider Trading) Regulations, which is to be complied with effect from 15th May, 2015.The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. SECRETARIAL AUDIT Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. M. Rathnakumar, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B" EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C". 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. 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 as separate Annexures, 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. DIRECTORS' RESPONSIBILITY STATEMENT In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have 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 or loss of the Company for the year under review. iii) The directors have 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. iv) The directors have prepared the annual accounts on a going concern basis. v) 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. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. ACKNOWLEDGMENT AND APPRECIATION The Directors take this opportunity to thank the Shareholders, Financial Institutions, Banks, Customers, Suppliers and Regulatory & Governmental Authorities for their continued support to the Company. Further, the Directors wish to place on record their appreciation of Employees at all levels for their hard work, dedication and commitment. For 8K Miles Software Services Limited Sd/- Suresh Venkatachari Managing Director Place: Chennai Date: 24.08.2015 |