2015-16 CORPORATE INFORMATION Board of Directors Mr
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BOOk-POST prINTED MAtter If undelivered, please return to: Palred Technologies Limited Plot No. 2, 8-2-703/2/B, Road No.12, Banjara Hills, Hyderabad- 500034, Telangana Website: www.palred.com E-mail- [email protected] Ph: 040-66384915/16 Annual Report 2015-16 CORPORATE INFORMATION Board of Directors Mr. Palem Srikanth Reddy Chairman & Managing Director (DIN: 00025889) Mr. S. Vijaya Saradhi Independent Director (DIN: 03089889) Mr. Atul Sharma Independent Director (DIN: 07185499) Mrs. Richa Patnaik Independent Director (DIN: 07274527) Company Secretary Archana Sastry Nudurupati Registered Office: Palred Technologies Limited Plot No. 2, 8-2-703/2/B, Road No.12, Banjara Hills, Hyderabad- 500034, Telangana, India. Website: www.palred.com E-mail- [email protected] CIN No. L72200AP1999PLC033131 Statutory Auditors M/S WALKER CHANDIOK & CO., LLP Chartered Accountants Begumpet, Hyderabad Internal Auditors LAXMINIWAS & CO. 402 & 602,Moguls Court, Basheer Bagh, Hyderabad - 500 001. Secretarial Auditor S.S. REDDY & ASSOCIATES, Practicing Company Secretaries Plot No.6-3-354/13, A1, Suryateja Apartments, Hindi Nagar, Panjagutta, Hyderabad-500034 Bankers Kotak Mahindra Bank Limited ICICI Bank Limited State Bank of India Citi Bank N.A Registrars and Share Transfer Agents Karvy Computershare Pvt Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500032 Phone Number: 040-67162222,67161526, Website: www.karvycomputershare.com Email- [email protected] AUDIT COMMITTEE Mr.S. Vijaya Saradhi Chairman Mr.Atul Sharma Member Mrs.Richa Patnaik Member NOMINATION & REMUNERATION COMMITTEE Mr. S. Vijaya Saradhi Chairman Mr. Atul Sharma Member Mrs. Richa Patnaik Member STAKEHOLDERS RELATIONSHIP COMMITTEE Mrs. Richa Patnaik Chairman Mr. S. Vijaya Saradhi Member Mr. Palem Srikanth Reddy Member RISK MANAGEMENT COMMITTEE: Mr. Palem Srikanth Reddy Chairman Mr. Atul Sharma Member Mr. S. Vijaya Saradhi Member LISTED AT National Stock Exchange of India Limited Bombay Stock Exchange Limited DEMAT ISIN NUMBER IN NSDL & CDSL: INE218G01033 WEBSITE www.palred.com INVESTOR E-MAIL ID [email protected] 1 Annual Report 2015-16 Message from the Chairman and Managing Director Dear Shareholders, I take pleasure in presenting the Seventeenth Annual Report of your Company. I use this opportunity to present the financial performance of the Company in the year and what we see for the future. After the sale of business in October 2013, the Company has invested into Palred Online Technologies Private Limited which owns and operates www.LatestOne.com and Palred Technology Services Private Limited, a Software Solutions Company focused on e-commerce solutions. In the first full year of Operations, Palred Online Technologies Private Limited (LatestOne.com), earned a Gross Revenue of 60 Cr and Net Revenue of almost 40 Cr. LatestOne.com launched in October 2014 is India’s only e-tailer specialized in tech and mobile accessories such as Bluetooth devices, mobile covers, tablet accessories, cables, power banks, Android TVs, headsets, smart watches, CCTV’s etc. It stocks over 10,000 different products in its inventory and operates through its own fulfillment centers in Delhi and Mumbai. It attracts more than 1,00,000 visitors per day and has already served more than 1.2 million unique customers. Our focus is now on making LatestOne.com successful. We have invested only INR 30 crores in the venture so far. In comparison to most of the other vertical focused etailers in India we have achieved 5X – 10X output, for every Rupee invested. Due to several bad investments in the Industry, efficient companies such as ours are getting stereotyped. We are struggling to position the company correctly in such a difficult environment and maximum value for our shareholders. We will continue the challenging task of increasing the financial efficiency while increasing the revenue. As always we will update the stake holders, investors, employees, customers, vendors and also keep them posted about the developments from time to time. Your Company has always been actively contributing to social causes as a part of its Corporate Social Responsibility. On behalf of Management and staff, I would like to thank every shareholder of Palred Technologies Limited, for your continued commitment, support and confidence. We look forward to your continued support and encouragement in future as well. Thank You, Palem Srikanth Reddy Chairman and Managing Director 2 Annual Report 2015-16 Notice to the 17th Annual General Meeting Notice is hereby given that the 17th Annual General Meeting of India or out of India and directors of the company whether whole- members of Palred Technologies Limited will be held on Friday, time directors or otherwise excluding Independent Directors September 30, 2016 at 9.00 A.M. at the Registered Office of the (hereinafter collectively referred as the “Employees”) who are Company at Plot No: 2, H.No: 8-2-703/2/B, Road No: 12, Banjara eligible to participate as per the Regulations and as may be decided Hills, Hyderabad Telangana – 500 034 to transact the following by the Board/Committee, under a plan titled “PALRED- ESOP business: Scheme 2016” (hereinafter referred to as “the Scheme’) the salient features of which are detailed in the explanatory statement, such ORDINARY BUSINESS: number of options which could rise to the issue of equity shares Item No: 1 – Adoption of Financial Statements: of the Company not exceeding 4,00,000 equity shares at such price and on such terms and conditions as may be determined by the To receive, consider and adopt the Audited Financial Statements, Board/Committee in accordance with the ESOP Guidelines or any (including the Consolidated Financial Statements) of the other applicable provisions as may be prevailing at that time, if Company for the financial year ended March 31, 2016 and reports any” of the Board of Directors and Auditors thereon. “RESOLVED FURTHER THAT the options or equity shares shall Item No: 2 – Appointment of Auditors: be allotted in accordance with the Scheme to a Trust formed for To Re-appoint Statutory Auditors of the Company and to fix their this pupose.” remuneration and to pass the following Resolution as Ordinary “RESOLVED FURTHER THAT the Board and/ Committee Resolution: be and is hereby authorized to formulate, evolve, decide upon “RESOLVED THAT pursuant to the provisions of Section 139, and bring into effect the Scheme on such terms and conditions 142 and other applicable provisions, if any, of the Companies as contained in the Explanatory Statement to this item in the Act, 2013 read with Companies (Audit and Auditors) Rules, notice and to make any modification(s), change(s), variation(s), 2014 including any Statutory re-enactment thereof for the time alternation(s) or revision(s) in the terms and conditions of Scheme being in force and pursuant to recommendation of the Audit from time to time including but not limited to, amendment(s) with Committee of the Board of Directors, M/s Walker Chandiok & Co respect to vesting period and schedule, exercise price, exercise LLP, Chartered Accountants, Hyderabad (Firm Registration No: period, eligibility criteria or to suspend, withdraw, terminate or 001076N/N500013) be and is hereby re-appointed as Statutory revise the Plan.” Auditors of the Company to hold office from the conclusion of this “RESOLVED FURTHER THAT any new equity shares to be Annual General Meeting till the conclusion of third consecutive issued and allotted as aforesaid shall rank pari-passu inter se with AGM (subject to ratification of the appointment by the members the then existing equity shares of the Company in all respects at every AGM held after this AGM), and the Board of Directors be including payment of dividend.” and is hereby authorised to fix the remuneration payable to them as may be determined by the Audit Committee in consultation “RESOLVED FURTHER THAT in case Palred Technologies with the Auditors.” Limited’s equity share capital or its valuation is affected due to any corporate action like issue of bonus shares/rights issue, SPECIAL BUSINESS: stock split, merger, restructuring or any such event happening Item No: 3 - subsequent to the grant of option, the Board / Committee shall have the discretion to make appropriate amendments to the PALRED EMPLOYEE STOCK OPTION SCHEME-2016: scheme, including changes in the number of options, the Exercise To consider and if thought fit, to pass, with or without Price or floating a new Scheme / extending the applications of the modification(s) the following resolution as a Special Resolution: existing scheme or any other fair and just mechanism including acceleration of Option, if deemed necessary, in accordance with “RESOLVED THAT in modification to Resolution No: 8 passed Law, as deems fit, while striving to ensure that the rights of the at the Annual General Meeting held on 27th November, 2013 and employees are not adversely affected”. pursuant to section 62(1)(b) of the Companies Act, 2013 read with rule 12 of the Companies (Share Capital and Debentures) “RESOLVED FURTHER THAT the Company shall conform Rules, 2014 and all other applicable provisions of the Companies to the accounting policies prescribed from time to time under Act,2013, including any statutory modification or re-enactment the SEBI (SBEB) regulations and any other applicable laws and thereof, for the time being in force and subject to SEBI (Share regulations to the extent relevant and applicable to the “PALRED- Based Employee Benefits) Regulations,