adam comsof ltd Directors report
ADAM COMSOF LIMITED
ANNUAL REPORT 2002-2003
DIRECTORS REPORT
To
The Members,
Your Directors are pleased to present the 13th Annual Report, together with
the audited accounts, for the financial year ended 30th June, 2003.
FINANCIAL RESULTS:
(Rs. in Lakhs)
2002-03 2001-02
GROSS INCOME:
Exports - 19.00
Domestic 1522.60 3127.08
Other Income 27.72 28.06
TOTAL 1550.32 3174.14
OPERATING RESULTS:
Profit Before Tax 123.22 782.52
Provision for Taxation 10.50 74.00
Provision for Deferred Tax 0.02 6.27
Net Profit After Tax 112.70 702.25
Add: (Short)/Excess Tax (0.70) (0.04)
Provision of earlier Years.
Balance Brought Forward 2145.25 1443.04
from Previous year
Balance Available for Appropriation 2257.25 2145.25
APPROPRIATIONS:
Transfer to General Reserve 100.00 -
Surplus Carried Forward 2157.25 2145.25
KEY RATIOS:
The following ratios appropriately reflect, the financial performance and
position of your Company:
Particulars EY2002-03 FY2001-02
Earnings Per Share 0.84 5.25
Interest Coverage Ratio 10.69 39.98
Net Profit Ratio 8.09% 24.87%
Current Ratio 10.98 8.43
Book Value Per Share 30.32 29.48
DIVIDEND:
Your Directors are of the view that the IT sector has to face challenges
and changes in technological development. In order to meet the
diversification and expansion programmes it is necessary to conserve the
resources and hence the inability to recommend dividend
LISTING AGREEMENT WITH STOCK EXCHANGES:
Pursuant to requirement of Listing Agreement, the Company declares that its
securities are listed on stock exchanges at Mumbai, Ahmedabad, Calcutta and
Cochin. The Company confirms that it has paid annual listing fees, to all
the above Stock Exchanges up to the year 2003-2004. The company is regular
in complying with the guidelines of the Listing Agreements.
VOLUNATARY DELISTING FROM THE OTHER STOCK EXCHANGES:
In order to economise on expenditure on listing fees and in view of SEBI
Guidelines permitting delisting, the Company has decided to get its shares
delisted from Calcutta and Cochin Stock Exchanges. A resolution in this
regard has been incorporated in the accompanying notice.
IN-HOUSE CONNECTIVITY FOR DEMATERIALSATION OF SHARES:
In compliance with the SEBIs directives the company has established in-
house electronic connectivity with NSDL and CDSL and all shares registry
functions in terms of both physical and electronic are being discharged at
single point at its registered office.
RESULTS OF OPERATIONS:
The Company sought to effect radical changes in its product line and the
resultant category of customers that it deals with, during the year under
review. As a result of such changes being effected, the gross turnover was
adversely hit and recorded a significant fall during the year. Your
Directors however take satisfaction from the fact that despite such a fall
in turnover, its bottom line remained positive which is seen as a
validation of the presently amended business plans of the Company, there
was also a reduction in the operating and administration costs, due to long
term cost cutting measures initiated by the Company, which are bearing
result. Due to debt reduction and restructuring, an encouraging reduction
in the financials costs and interest was also recorded. The results for the
improved period may be viewed as those of an intervening period when a
revalidation of business plans was being effected by the Company.
FUTURE BUSINESS AND OUTLOOK:
The Indian economy, in tandem with the world economy, has registered a
marked growth in the current fiscal. Our GDP is expected to grow by 8%
aided by a smart recovery in agricultural growth and industrial production.
The recovery has been balanced and all round, and information technology
remains a bright spot. Due to the sharp pick up in IT spend in the key
Western markets, these has been a growth of almost 25% in the IT sector in
India. It has been witnessed in hardware as well as the software segments
of information technology, wherein the company is very well positioned.
This growth momentum is perceived to be of a long term and is expected to
surge ahead, in the near foreseeable future too. As long as the Company
moves its trade and business into products in demand, profitable growth is
bound to be registered. The outlook for business is thus bright and is very
encouraging. As more and more foreign companies seek to tap our strength in
the 17 sector, it will further expand our markets and help us to record a
faster growth. India is indeed very well positioned in the IT business
globally, which should enable it to drive further growth in the Indian
economy too. Your Directors are confident of adopting the companys
business to new products and sector from time to time.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and
Analysis Report, giving segment wise performance and outlook is given as
Annexure to this Report.
CORPORATE GOVERNANCE:
A separate section on Corporate Governance Report, is included in the
Annual Report together with the Certificate from the Companys Auditors,
confirming the compliance of the conditions.
DIRECTORS RESPONSIBILITY STATEMENTS:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
subscribe to the Directors Responsibility Statement and confirm that:
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures.
2. The Directors have such accounting policies and applied them
consistently and made judgments and estimates that are resonable and
prudent, so as to give a true and fair view of the state affairs of the
Company, at the end of the financial year and of the profit or loss of the
Company, for that period.
3. They have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of adequate accounting records,
in accordance with the provisions of the Companies Act, 1956, for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
4. They have prepared the financial statements on a going concern basis.
FIXED DEPOSITS:
The Company has accepted fixed deposits within the meaning of Section 58A
of the Companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules, 1975 and the required rules have been duly complied with.
DIRECTORS:
Dr. Umesh R. Khariwala and Mr. Raja Yadav, retire by rotation and being
eligible, offer himself for reappointment at the ensuing Annual General
Meeting.
Mr. Rajkumar C. Basantani, Dr. Swamy Pravin Kartikaswamy, Mr. Vijay Jain,
and Mr. Haresh Teckchandani has resigned as Directors of the Company, in
view of their other pressing engagements, which prevented them from
devoting adequate time to the Company. The Board places on record, its
appreciation for the valuable contributions made by them.
Further Dr. Umesh R. Khariwala and Mr. Raja Yadav were appointed as
Additional Directors in the Board.
APPOINTMENT OF MANAGING DIRECTOR:
Mr. Vikash Seth were appointed as additional director and the Board has
proposed to appoint him as the Managing Director of the company in the
forthcoming Annual General Meeting, considering his rich experience in the
industrial and commercial field.
Thus, your approval is sought for his appointment vide resolution set out
in the accompanying notice.
CHANGE OF CONTROL:
The Company is planning to come up with some expansion plans. Mr. Raj
Basantani was the Chairman and Director of the company and looking after
day to day management of the Company. The Securities and Exchange Board of
India in its order dated September 19, 2002 barred Mr. Raj Basantani from
assessing the Capital Market for a period of 3 years.
Since the Company is planning to come up with some expansion plans, the
order against Mr. Raj Basantani could be a roadblock in the smooth going of
process of expansion work. Thus Mr. Raj Basantani has requested the Board
to accept his resignation in the best interest of the company and proposed
to shift the control to Mr. Vinod Hingorani and to appoint him as the
Chairman of the company.
The Board has approved the change of control in its Board Meeting dated 2nd
August, 2003 and the same is being confirmed by special resolution under
section 192A of the Companies Act, 1956 and Regulation 12 of the SEBI (Take
Over) Regulation in the Extra Ordinary General Meeting held on 6th
September, 2003 with the facility of Postal Ballot.
AUDITORS:
During the year Ms. Sunita Narang, Chartered Accountants have resigned as
the Statutory Auditor of the Company due to her other pre-occupations. The
casual vacancy caused by her resignation was filled by the appointment of
M/s. V. Subramanian & Co., Chartered Accountants, in the Extraordinary
General Meeting held on 61h September, 2003, till the conclusion of 13th
Annual General Meeting.
Shareholders are requested to re-appoint the Auditors to the Company. M/s.
V. Subramanian & Co., Chartered Accountants, the statutory auditor of the
Company, retires at the Annual General Meeting and is eligible for
reappointment.
AUDIT COMMITTEE:
The Audit Committee consists of three non-executive directors. The present
members of the committee are Mr. Vinod Hingorani, Dr. Umesh Khariwala and
Mr. Raja Yadav. Mr. Vinod Hingorani is the Chairman of the Audit Committee.
The role, terms of reference, the authority and power of Chairman are in
conformity with the requirements of the Companies Act, 1956.
The Committee met periodically during the year and had discussions with the
auditors on the internal control systems and internal audit report.
PARTICULARS OF EMPLOYEES:
Information, in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, regarding the employees, is presently not
applicable to the Company. Since no employee draws the amount, as specified
in the provision.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The operations of the Companyt are not energy intensive. Adequate measures,
have however been taken, to reduce energy consumption. There was no
transaction pertaining to technology acquisition during the year under
review.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The total foreign exchange during the year, through exports is Rs.Nil Lacs
(Previous year Rs.19 Lac) as against the total foreign exchange expenditure
ampount of Rs.Nil Lac (Previous Year Rs.Nil).
APPRECIATION:
Your Companys relation with the employeed at all level has been cordial.
The Directors take this opportunity of placing on record their
appreciations of the devoted and committed services rendered by the staff
during the year under review.
By and on behalf of the Board of Directors
For ADAM COMSOF LIMITED
Place: Mumbai Vinod Hingorani
Date : 5th December, 2003 Chairman
Management Discussion and Analysis
A. GENERAL:
The global economic situation as well as that of India, has improved
considerable in the past few months. After four years of of chronic
downturn, the American economy has recorded stunning growth of 7.2% in its
last quarter its highest ever in the past 20 years. Japan has at last
recorded a positive growth, much as China continues to raise ahead with
officially announced growth rate of over 8%.
After fall in the growth rate to 4.8%last year due to a crippling drought,
the Indian economy is expected to grow by over 8%o in the current
fiscal,due to a bountiful monsoon and an all-round growth
impectus. Agricultural production is expected to increase by over 20% YOY,
industrial production is up by about 11%, the service sector growth rate
too is beyond 12% and exports are growing by almost 10%, Indias
international trade has registered a marked growth both in exports and
imports. The encouraging aspect in our global trade is the continuing rise
in our non oil imports, indicting a growing expenditure on capital goods
and addition to productive capacity. Though the current year for India,is
expected to end with the deficit in the current account in foreign trade,
yet it will be more than made up by the growing invisible receipts and the
bulging foreign exchange reserves, which have already crossed $96 billion,
the growth in India has been balanced, with a sharp uptick in the demand in
the rural sector. A bountiful monsoon indeed does wonders to the Indian
economy.
The bright spots in our growth story remain pharma, auto components,
biotech and pharma ofcourse. Founded on a now widely appreciated education
system. India is forecasted to be very well positioned on all knowledge
sectors-the latest to be recognized being ouer engineering and design
capabilities apart from our great talent,due to year of relentless reform,
Indian corporates have effected structural connections, absorbed state of
the art technology and are ready to compete in the toughest of the global
markets. Based on their ability to produce top quality goods and provide
excellent services, at very competitive prices. The growth of India in
international markets is not due to our low cost advantages only, but due
to the real attraction to our ability to produce goods and provide services
of the highest order. India is integrating rapidly with world markets, on
the basis of its own strengths and synergies and also due to the
globalisation initiated by multilateral bodies like the WTO. Being
projected as a rising economic global power, India is surging ahead to
occupy its rightful place in the unity of nations. The growth importers
being presently witnessed is of along-term nature and will enable India to
banish poverty, derived prosperity and fulfill the aspirations of the
Indian public. Indias technology sector is expected to be on the forefront
of such growth momentum and will be a key driver thereof, as a result of
political stability and sagacious political leadership. India should be
able to harness the growth trends so as to provide the greatest prosperity
to the greatest numbers, which is the objective of every political and
economic system.
I. BUSINESS STRATEGY AND OUT LOOK:
Micro economic trends, which indicate growth, also average growth at the
micro level and translate into growing growth opportunities for individual
corporate. The challenge is to be engaged in those activities, which are
expected to the registered. The best growth and to keep a vigilant eye on
performance such as the overall outlook is bright and filled with
opportunities, gains to individual corporate with therefore accrue only if
smart and dynamic business strategies are applied. The IT industry outlook
has improved significantly due to the general growth in the world economy
and due to the increase IT spend in the west in particularly. Added to the
IT growth has been that off of the booming IT enabled services, such as BPO
and Call centers in India.
These call centers have registered such a formatable in India, that they
have caused political turmoil in America, with calls for imposition of
restrictions therein, in the land of free trade. The growth momentum in
these sectors is said to be at its infancy and much better growth is
expected to be registered in future years. As long as Indian corporates are
able to provide top quality products at competitive prices and display the
ability to move up the value chain, the growth process will go on unabated.
It is worth noting that despite the protracted downturn witness by America
in the past four years and the unfortunate meltdown in the silicon valley,
the Indian corporates did not record any downturn in the performance. All
that happened was a dip in the rate of growth, which in itself was a timely
rectification.
The company continues to be focus on its business of software development
and ancillary trade. It has altered its product pipe line significantly, to
bring in tune with products and services, which are and which will continue
to be in demand. This also entailed the shifting of custom of focus and
relationships and retraining of staff, in order to adapt to the new
business model and paradigms. The companys current business strategies
encompasses the following:
1. Constant review of the business scene, to spot emerging trends and also
to identify those getting into obsolence.
2. Technical upgradation, to adapt to new skills and products, from time to
time.
3. Reviewing the product pipe line and amending the business plans.
4. Cultivating customer relationships and loyalty, by providing top quality
services at reasonable prices.
5. Cost cutting to remain profitable and competitive.
6. Development of a diverse range of relationship for sourcing goods, in
order to remain at cutting edge competitiveness.
7. Exploring strategic tie-ups for business growth. The IT industry is
constantly evolving and demands high level of dynamism and adaptability.
That it itself is the crisis as well as the opportunity for nimble players.
To remain profitable, it demands vigilance affinity for change and swift
shifts strategy. The overall outlook for the industry though may be
encouraging, is also very challenging. successful strategies are likely to
endow the company with growing profits.
C. INDUSTRY STRUCTURE AND DEVELOPMENT:
If there is one segment of the Indian industry, which has called global
fancy, it is the software industry. It has virtually become the
international face of Indian business and had brought resounding
appreciation for its top quality skills. So attractive is its offering,
that every foreign major seeks to tap it, to augment its own revenues or to
cut its cost and thus inturned drive the profitability parameters. Thus
apart from the hundreds of the home grown firms, brimming with dynamism and
skills, there are dozens of subsidiaries of foreign majors, engaged in in-
house technology development. In tandem with the software industrys
growth, also growing is the segment of the enable services, which consist
of call centers and BPOs, which have been mushrooming all over the
countrys key centers viz. Banglore, Gurgaon, Chennai, Mumbai and Pune. If
our IT skills are validation system and processes, the growth of the
software business is a validation of the business model, where minimal
Govt. interference ensures unbridled growth. Over the years, as sector as
grown, Indian I.T. firms have gained a larger market share, due to wider
range of skills and increased manpower and technology base. At bottom of
this software industry, are hundreds of entities, started by trained
technicians, but possessing cutting edge skills in software development.
These startups possess valuable skills and expertise, which are comparable
with the best in the world, thus justifying our recognition of being a
growing technology power. At the top end are the software biggies like TCS,
Infosys and Whipro which are all set to number the $1 billion mile stone in
software billings. This software giants employ thousands of software
professionals, possess huge state of the art facilities, have a proven
technical and business ability and their clients are the top entities in
the fortune 500 list. They have graduated from low end body shopping to
development of software products and do keep moving up the value change.
The profit margin in both the segments are chiefly determine by the level
of skills they possess and the quality of services/products, that they
provide to their clients. Recognising the long term gain that lie in a base
of products, these firms also seek to acquire domain knowledge and develop
exclusive products and services. Every passing year witnesses are deeper
integration of Indian firms with foreign entities, as they seek to take
advantage of our technology skills and seek to establish robust and
profitable relationships.
In the year under report, a marked up tick was recorded in the growth
equations of Indian software firms. While a growth in tech. Spend in
America helped, so did the continued upsurge in IT spends in the domestic
Indian markets. The current fiscal is recording in an average growth rate
of 25%. Encouraged by such growth over the years, more and more Indian
firms are setting up base in foreign markets as the seek to have a large
share therein. Software exports have recorded a smart recovery and the
forecast is that of a growing share for them in the global software
markets. The easy and cheaply priced connectivity has unable the growth
through provision of offshore development services. Thus despite lesser
number of Indian software engineers going abroad, yet the software export
turnovers have increased significantly. The growth in demand for software
in Indian markets has open yet another lucrative market for Indian firms to
tap. The domestic software segment is another profitable area, with a deep
long term potential.
The American economy, which is the largest customer for our software
companies, has staged a remarkable recovery. It is back to a strong growth
path, which is expected to search and sustain. While the public protests
for outsourcing technology and call centre assignments to Indian firms are
a source of peripheral concern, the fact is that as long as Indian software
firm possess cutting edge skills and fend over technological obsolescence,
they will continue to grow at a fast pace in all the software demand
centers of the globe. In a sector where dynamic skills are core food for
businesses, the track record of Indian firms has been very satisfying so
far. Yet challenges do remain as in the case of any business battle, and
constant up gradation will remain the key issue at all times.
D. OPPORTUNITIES AND THREATS:
The IT industry is loaded with opportunities and threats, which go hand in
hand. Rapid and sudden changes in technology, which radically alter
demands, is the biggest ingering threat, which has the capability to wipe
out profitability and firms at times. Just as technological obsolescence
can render firms impotent overnight, so can technical innovation give rise
to large and sudden profit potency. Thus firms which are slothful and
inertia prone have as much a chance of failure as dynamic and nimble firms
have a chance of resounding success. Vigilane, monitoring industry trends
and constant technological up gradation and innovation are the mantras to
ward off threats and bestow profitable opportunities to firms. Technology
continues to have short and sudden phases survival and profitable. In such
cases todays profitable segments could simply wither away tomorrow.
Adaptability needs to be the key corporate motto and innovation its driving
mission. While computing remain a low key and low profit business, storage
is maturing and niche technologies like WIFI and Internet connectivity,
which converge computing, telephonic, internet and television are where the
rich pickings lie. A lot of times the shifts have caught even the best and
most alert once unaware, as happened in the case of much touted 3G
technology in telecom. Indian firms are said to be very well position in
this game of technology upheavals and are supporting all kinds of
established and emerging technologies. Yet while Indian firms are widely
uploaded for their technical ability and performance capabilities, yet
complacence and creeping cost are growing threat. A number of players in
China and Philippines are seeking to replicate the Indian model and to
repeat its success story. In an era of unlimited media and unlimited
interconnectedness, the resurgence of new software centres should not be a
rude surprise. Indias software strategy for profitable growth to ward of
competition need to be based on a movement up the value chain, constant
technological up gradation and a control on cost. Upgradation must be
constant in skills, software and hardware, so that Indian firms are not
caught napping while other race past.
The company has a comprehensive corporate strategy toward of threat and to
take up opportunities. It has been reviewing its strategy from time to
time, based internal analysis and output from external consultants in order
to remain competent and competitive. It also seeks to develop domain.
knowledge and exclusive software products which give enduring profitability
to operations. Strategic tie-ups are being considered to strengthen the
company and enhance its profitability.
E. SEGMENTWISE PRODUCTWISE PERFORMANCE:
The Segmentwise details of performance are as follows:
(Rs. in lakhs)
Sales 2002-03 2001-02
Local Trade 1522.60 3127.08
International Trade - 19.00
Other Income 27.72 28.06
Total 1550.32 3174.14
As a result of a shift in products profiles in the IT Industry which
necessitated a change in the product mix, the company recorded a steep fall
in its turnover during the year. The company has entered a few product
segments, due to turn of technology and for ensuring a correction in its
long terms business strategy. The current years performance has been
satisfied, indicating the fact that the change in strategy is bearing
result for the company. For an entity engaged in a technology oriented
business, such product shift are a usual phenomenal. These setbacks are
temporary and will energies the company for better long term growth. The
company continues to enjoy excellent customer relationship and has a sharp
focus on deliverance of top quality, state of the art, competitively priced
products to them. In addition to the product mix changes, the company has
resorted to all-round cost cutting and control, to improve profitability
for now and for the future. The adverse trends of sales have been reversed
indicating a success in the companys shift in the business paradigm. A
significant improvement in the profit margin is expected upon the on going
programme of cost cutting and alteration of the product mix. The previous
year also witnessed a slowdown due to the overall down turn in the Indian
economy. Due to the upswing in the Indian economy during the current
fiscal, the erratic trends have been mitigated. The company continues to
explore the option of having exclusive suppliers. A few such options are
under discussion and are expected to bestow long-term benefits to the
company.
E. RISKS AND CONCERNS:
Technology induced shifts in product and resultant change in customer
preference is a central risk for any entity engaged in the I.T. business.
An unfavorable trend and being caught unawares, affects sale price
profitability and cash flows advisable. These risks can only be mitigated
by strong inherent ability to adapt and absorb new technologies and moving
product sales quickly, to avoid any sudden saddling of unsold stock. Since
the I.T. business has global reach and thus attracts global competition,
the changes in technology and the resultant challenges, get further
accentuated by the fact that competition is largely global and not merely
confined to local player. These risks of obsolesce are a constant danger,
to our software, as well as hardware businesses. Yet, the very factor that
endows lucrative profits to the IT industry to is such change. Unlike any
other industry, the change here is radical and can be sudden. Its
implications can be wide trend and can impact the full user industry.
Though a matter of deep concern, incidentally. This is also where the
possibility of earning huge profit lies. Much as such changes have the
potential to endanger the very survival of firms, yet they also bistow
bounties on those entities which foresee the shifts and are prepared for
the alter business equations. The awareness for such shifts and the
training to adapt to new products processes and technologies, is an on
going process, both at the top managerial levels, as well as the lower
operating levels. As part of these challenges, the company also makes
forays into businesses, which are in an emerging mode, in order to build
strengths and acquire up-to-date skills and technology. The inputs in this
regards, are internally generated and are also source from external
consulting firms.
Competition induced price risks are a recurring risk in the IT industry,
where product prices tend to fall and newer supply sources too erode it
with predictable regularity. Much as the strategic direction of the company
is to continuously work on the Improvement of prices and profitability, yet
it depends on the overall international trends in product prices. The
selling prices generally are market denominated and the only protection for
the company here is to ensure that it is not saddled with unsold stocks.
The company also mitigates this risk, by constantly nurturing customer
loyalty, founded on the supplies of top quality products and the best of
services. Low inventory levels, product vigilance and movement into low
competition areas, also help to mitigate the risks here. The levels of
competitions keep residing, as the company strive to move up the value
chain.
Since the company does not presently have any significant amount of
exposure to foreign currency, whether on current or capital account, it
faces little currency risk. Moreover the corporate policy is to ensure that
at no point of time our currency risk remain uncovered. However, as India
gets increasing integrated into global markets, with IT sector being a
forerunner, such risks will increasing become an inherent part of our
businesses and we will need to factor them into our financial performance
parameters. The company constantly addresses such financial risk as those
towards interest, liquidity and funds management, by adopting prudent
financial management, often wetted by outside financial consultants, retain
by the company.
The American led global economic recovery being presently witnessed, is
bound to be of benign repercussions for the Indian IT industry, which is
recognized as global technology power house. A number of our software
companys have crossed billion dollar mark in annual turn over and are
position very well for further growth. The fact yet remains that a few low
cost centers like China & Phillipines are providing nascent competition to
us. They are entering into technology tieups and are putting in focused
efforts to enter our domain. In an increasingly open world, no one has any
exclusive claims to technology, which can be available of the shelf for a
price. Yet competition can be mitigated, if we leverage our proven
experience and strong customer relationship to enter into sectors with far
better value addition potential. It is worth noting that tech spend has
improved considerably in our key markets of USA & Europe and the demand for
our products and services is buoyant and surging. Moreover the Indian model
of providing offshore technology services is being widely applauded and has
attracted a number of large MNCs, to set up software subsidiaries in
India. The interesting part here is that it is not companies from the West
who are seeking our services, but those from the East too are demanding
technology from India, in greater numbers. It has helped us to widen our
customer based and broaden our skill sets. Despite such favourable trends,
the fact is that competition is at our heels at all times and we need to
remain technically uptodate and price competitive, at all times.
G. INTERNAL CONTROL:
Robust and evolving systems of internal control are the best defence
against frauds or asset abuse. The company has a reasonable system of
internal control, comprising authority levels and powers, supervision,
checks and balances, policies procedures and internal audit. The systems
are reviewed, rectified and updated, on an ongoing basis. These systems
provide a reasonable assurance with regard to maintenance of proper
financial records, preserving the economy and efficiency of operations,
safeguarding assets against unauthorized use or losses and facilitating the
reliability of financial and operating information. The Management
Information System (MIS) constitutes the backbone of the overall control
mechanism. Clearly defined roles and responsibilities, down the line, for
all managerial positions have been institutionalized. All operating
parameters and monitored and controlled. Regular internal audits and checks
ensure that responsibilities are executed effectively and that the MIS is
flawless, among a well established system of managerial control.
The internal control system include:
* Clear delegation of power with authority limits for incurring capital and
revenue expenditure. Corporate policies on accounting and capital raising.
* Established processes for setting and reviewing annual and long term
business plans and preparation and monitoring of annual budgets.
* A suitable internal audit system, which inter alia, reviews the internal
controls of the company and actively contributes to cost control
* An audit committee of the Board of Directors, with a majority of
independent directors, which regularly reviews the audit plans, material
audit findings, adequacy of internal controls, as well as the compliance
with Accounting Standards. The Systems of internal control of the company
is adequate, keeping in mind the nature and size of the business of the
Company.
H. DISCUSSION ON FINANCIAL PERFORMANCE:
The financial statements of the Company, are prepared, in compliance with
the requirements of the Companies Act, 1956 and the generally accepted
accounting principals, as established by the ICAI in India. The management
of Adam Comsof Ltd. accepts the responsibilities for the integrating and
objectivity of these financial statements and the basis for various
estimates and judgments, used in preparing the financial statements. There
has been no change in the accounting policies adopted by the company and
are same, as where followed in the earlier accounting periods.
(Rs. In Lacs)
BALANCE SHEET AS AT 30th JUNE, 2003:
Share capital 1338.20
Revenue and surplus 2719.01
Secured loans 2.69
Unsecured loans 140.87
Gross fixed assets 489.78
Accumulated depreciation 167.69
Investments 202.45
Inventories 19.79
Debtors 3064.04
Loans and advances 960.39
Cash & bank balances 7.05
Current liabilities & provisions 368.46
RESULTS OF OPERATIONS FOR THE YEAR ENDED 30th JUNE, 2003:
Income for sales 1522.60
Other income 27.72
Cost of goods sold 1231.94
Salaries and manpower 65.50
Selling admn. And general expenses 81.10
Depreciation 34.64
Interest 12.71
Amortisation & write off 0.28
Income tax 10.52
L. OUTLOOK FOR 2003-2004:
The economic outlook for 2003-04 is a considerably improved one. The major
economics of the world, led by America are displaying buoyand growth, which
is accepted to endure in the coming years. The other economies, which are
growing rapidly, are China, India and Russia. The opportunities for growth
are likely to be above. Due to years are globalisation, the Indian entities
now have a changed mindset, where they perceive global markets to be their
turf and not merely local once. With a sterling growth expected, both in
the Indian economy, as well as the global economy in the coming months,
Indian company like ours have chance to attempt rapid growth and to enter
new territories and products. The growth forecast for India for F.Y. 2004
is GDP of 8%, fuelled by 20% growth in agriculture, 10% growth in
industrial production and a continue upsurge in the service sector. Our
economy is poised for a long-term growth and we are making the required
efforts to be part of such growth momentum. The policies of the Govt. to
recognized the growth search and are tuned to facilitating it.
CAUTIONARY STATEMENT:
Statement in this Management Discussion and Analysis, describing the
companys objectives, projections, estimates, expectations or predictions,
may be forward looking statements, within the meaning of the applicable
securities laws and regulations. Actual results could differ materially,
from those expressed or implied. Important factors that could make a
difference to the Companys operations include availability and price of
cost of goods sold, cyclical demand and pricing in the Companys principal
markets, changes in government regulations, tax regimes, economic
developments within India and the countries in which the Company conducts
business and other incidental factors.
On behalf of the Board,
For ADAM COMSOF LIMITED
Place: Mumbai Vinod Hingorani
Dated: 5th December, 2003 Chairman