top telemedia ltd Directors report

TOP CASSETTES LTD. ANNUAL REPORT 2000-2001 DIRECTORS REPORT Dear Shareholders. Your directors have pleasure in presenting the seventh annual report and audited statements of Accounts, for the year ended March 31, 2001. Dividend: In view of carried forward loss still remains unadjusted, your directors do not recommend any dividend for the year under review. The Year In Retrospect: Looking back at the year that has passed gives a view of the down-hill area, for the simple reason that your company has taken long strides in the direction of growth in this one year, and has now climbed up to a reasonable platform to take-off for booming growth. The year that we have left behind has been a period when your company has deepened its roots into the corporate world. Your company has released more than 100 titles in books, 10 titles of audio cassettes, 5 of CD ROM, VCD and others, and all this, without making a slightest compromise with quality standards. As proposed at the commencement of year, we have covered all the areas like Philosophy, Psychology, Religion, Management, History, Art and Literature for our products. But the landmark achievement of your company is the emergence of our own mighty portal www.topcasstee.com, which has established itself as a luminous entity in the cyber space. It is a time to rejoice as your company is constantly gaining corporate momentum. All these developments would have been impossible without the organizational mutation your company has undergone. A concrete infrastructure has been developed in this one year, with separate departments like Research and Development, CD-development, Web-Development, Animation Studio, Art Studio, Digital Audio Recording Studios and other supporting departments. Growth, is all that is in the air at your company. As the wise man say, "it doesnt matter you fall down seven times, as long as, you get up the eighth time", and your company, in-spite of past struggles, has got up once again, and this time it is running with long strides to embrace success and growth. The future: The current the years to follow are definitely going to be marked with the deep impact on the infotainment sector of industry by your company. It is sheer pleasure to share our vision with you, and particularly when we are equipped with the material and intangible assets requisite to actualize the vision. Your company is taking strides to a grand future based on concrete plans, which we would like to share with you. The company is already into the process of setting up a Marketing Matrix spread across the nation. This will include a finely knitted network of Distributors, Dealers and Retail Counters. Developing Franchises, E-commerce outlets and Corporate/Institutiorial Marketing. TV Serial Productions, including episodes based on great lives, Mythological characters, animated stripes and others. Offering Multimedia services, Web/E-com services and solutions and software services. Expanding the existing product range with more titles in books, audio cassettes and CDs. Taking the market Scenario into consideration and the plans company has developed to grow, it is for sure at in the days ahead, your company will emerge as a Hallmark of Excellence in the corporate world. Our future plans ensure a quantum leap in revenue generation. Together, we have grown and together we will continue to grow. Directors Responsibility Statement: Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that in the preparation of the annual accounts, the applicable accounting standards had been followed. Appropriate accounting policies have been applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31st March 2001, and of the Profit or Loss of the Company for the period from 1st April, 2000 to 31st March 2001. Proper and sufficient care has been taken for the maintenance of adequate records in accordance with the provisions of the Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and o?her irregularities and the annual accounts have been prepared on a going concern basis. Directors: Mr. Sanjay Jhalani, who retires by rotation and is eligible for reappointment Particulars of Employees: Your company does not have any employees with monthly emoluments of Rs. 1,00,000/- or Rs.12,00,000/- annualised and therefore the information required a/s 217 (2A) of the Companies Act 1956 read with Particulars of Employees Rules 1975 is not applicable to the company. Conservation of Energy Technology Absorption and Foreign Exchange Earning & outgo u/s. 217(1)(e) Disclosure of particulars in the report of Directors. Conservation of Energy: The consumption of power does not form significant part of cost of products and softwares produced by the company. However the company is careful in selecting equipments which are most power efficient. Technology Absorption: Your company has not imported technology from outside sources and hence the same is not applicable. However, the company buys some of the software required for its operation from outside sources and the company has adequately trained staff to do the same. Besides this, the company is fully self dependent on its technological inputs requirement. (Technology Absorption and Foreign Exchange Earning & outgo u/s. 217(1)(e) Details of particulars in the report of Directors.) Foreign Exchange Earnings & Outgo: There is no Earnings or Outgo of Foreign Exchange during year. Deposits: Your company has not accepted any deposits from the public, as defined by the provisions of section 58-A of the Companies Act 1956 and hence the same is not applicable to it. Auditors: M/s. Ashok Khasgiwala & Co., Indore, the Auditors of your company retire at the conclusion of this AGM and being eligible offer themselves for reappointment. You are required to reappoint them and fix their remuneration. Audit Committee: As per requirement of section 292-A of Companies Act, 1956 Audit Committee has been formed comprising Shri Himanshu Trivedi, Ms. Usha Singh, and Shri Indrajeet Singh Vaghela. Audit Committee has reviewed the performance of the company and approved the same before submitting to the Board. Corporate Governance: Your directors are fully committed to comply with requirement of clause-49 of listing agreement by the next financial year i.e. 2001-2002. Split of Face Value of Shares: After the completion of financial year, the company has changed face value of its equity share from Rs.10/- to Rs.1/- in order to organize the capital structure of the company. Hence, now, paid-up share capital of the company consists of 350999000 equity shares of Rs.1/- each aggregating to Rs. 350999000. Dematerialization: Equity shares of the company are being compulsorily traded in demat form and presently 90.67% share capital of the company are credited in electric form. Shifting of Registered Office: During the year under review, Registered Office of the company has been shifted from Mumbai to B-1/304, Brahma Memories, Bhosala Nagar, Pune for administration convenience. Acknowledgments: Your directors acknowledge with gratitude, and place on record their sincere appreciation for the support and co-operation extended by various State, Local & Central Government authorities, Bankers, Employees & Manufacturers Suppliers, Customers and its valued investors during the year under review & continue to look forward for their continued support in the years ahead. For and on behalf of the Board Place : Ahmedabad Mr. Deep Trivedi Date : 23-8-2001 (Chairman)