Computech International Ltd Directors Report

COMPUTECH INTERNATIONAL LIMITED ANNUAL REPORT 2009-2010 DIRECTORS REPORT Your Directors are pleased to present the 23rd Annual Report and the audited accounts for the year ended 31st March, 2010. FINANCIAL RESULTS The performance of the company for the financial year ended 31st March, 2010 is summarized below: (Rs. in Million) 2009-10 2008-09 Gross Turnover 5.34 266.93 Operating Profit (PBIDT) -582.40 -920.36 Provision for Doubtful Debts 546.19 967.15 Interest 54.14 50.49 Depreciation 1.37 1.44 Profit before Extra Ordinary Items & tax -637.91 -972.29 Prior Period Items - -0.06 Profit for the year before tax -637.91 -972.35 Provision for Taxation 4.31 4.37 Profit after Tax -633.59 -967.98 Profit & Loss Account Balance carried forward -694.84 -607.43 DIVIDEND The Directors regret their inability to recommend any dividend in view of inadequacy of profits for the year ended 31st March, 2010. FINANCIAL CONDITION AND RESULTS OF OPERATION The year under review concluded with your Companys overall turnover at Rs.5.34 Million (Previous year Rs. 266.93 Million) and profit after tax (Loss) of Rs. 633.59 Million (Previous year Loss Rs. 967.98 Million). BUSINESS REVIEW The IT sector in India is now taking a fast consistent and growth with the Government support and encouragement. The development in the EOU sector is calling for a standing support to the exporters in this field. Your company has been taking the advantage of the EOU sector and has got itself registered as a 100% EOU under the Central Government and has been consistently utilizing its capacities to the fullest with a constant endeavour to grow further. With an expert team of software technicians and the competitive & professional mind set of the management, your company is making a head-way to reap the best in this scenario. However, as part of the expansion activity, keeping in view of the present all round business scenario, your directors have launched for diversification in Mining and Allied products for healthy performance of the company. OPPORTUNITES With the comparative advantage of committed work force lower cost and long existence in the field, your company seems to perform better in time to come. Further, as an unit registered as 100% EOU, your company is offered with a range of government benefits ensuring further growth and vast opportunities. THREATS Your company is currently facing normal competition from other established I.T. Industry/sector. However your directors with comparative advantages hope to achieve a better position in comparison to its competitors in a short span of time. OUTLOOOK The I.T. Industry is growing substantially world wide. The company with its capabilities is expected to benefit significantly from these positive trends. RISK & CONCERNS The Company expects the normal risk factors of business mix, customer concentration, economic cycle, effects of changes in foreign currency, exchange rates, credit spread, liquidity etc. ADEQUACY OF INTERNAL CONTROLS The Company has a proper and adequate system of internal controls to ensure that all of its assets are safeguarded and protected against loss from unauthorized use or disposition and transaction are authorized, recorded and reported correctly. The management has implemented an integrated computerized management information system encompassing all functional areas. The job process and internal control are so designed to ensure proper checks and balances for eradication of errors and faults. The internal control system is supplemented by internal audits, review by management documented policies and procedures. Further, the internal control system is under a constant review by the internal auditors and the audit committee as required under the listing agreement. HUMAN RESOURCES OF THE COMPANY Your company believes that people constitute the strength of an organization. The company is committed to the welfare of its people by providing the best possible work environment. The company is also providing continuous learning and personal development opportunities by arranging regular training and all around exposure to its people, which in turn has given your company a team of able and experienced professionals besides the employees at all levels have actively participated in the efforts to sustain and improve the performance even in the most difficult times. There is no employees coming under the purview of Section 217(2A) of the Companies Act, 1956. REGISTRAR & SHARE TRANSFER AGENT M/s. MCS Ltd., 77/2A Hazra Road, Kolkata 700 029 is the Registrar and Share Transfer Agent of the company. DEPOSITORY SYSTEM As the members are aware, the Companys shares are traded compulsorily in Demat Form and your Company has already established connectivity with both the depositories i.e. National Securities Depository Ltd (NSDL) and Central Depository Services (India) Ltd (CDSL) in view of the advantages offered by the Depository System, members are requested to avail of the facility of Dematerialisation of Companys shares. DIRECTORS Mr. J.K.Bag He is an M.A., CAIIB. He has 38 years experience in Punjab National Bank and retired as a chief manager. He is aged about 75 years. Mr. S. Biswas He is aged about 40 yrs and a Law Graduate. He is an advocate in Kolkata High Court. AUDITORS AND THEIR OBSERVATIONS M/S. B. Singhal & Co., Chartered Accountants Appointed as Statutory Auditors of the Company in the place,, to hold office up to the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The observation of the auditors referred to in the auditors report have been suitably explained in the notes on Accounts. PERSONNEL The industrial relations with its employees has been cordial during the year. The Board records its appreciation to the useful contribution made by all the employees. ADDITIONAL INFORMATION The additional information required to be furnished under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 to the extent applicable to the Company are given in AnnexureA. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that: (i) In the preparation of Annual Accounts the applicable accounting standards have been followed along with proper explanations relating to material departures. (ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and the profit of the company for the year ended on that date. (iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities; and (iv) The Directors have prepared the annual account of the Company on a going concern basis. CORPORATE GOVERNANCE A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with Stock Exchange, form part of the Annual Report. CODEOFCONDUCT As required under the listing agreement, a copy of the Code of Conduct of the Company has been inserted in this Annual Report. ACKNOWLEDGEMENT Your Directors would like to express their appreciation of the cooperation received from the Financial Institutions, Banks, Govt. Authorities, Customers, Shareholders and other associates during the year under review. For and on behalf of the Board S.K. RATERIA (Chairman & Managing Director) Place: Kolkata Date : 31st May, 2010 ANNEXURE A TO DIRECTORS REPORT Particulars pursuant to Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988. 1. Technology Absorption 1.1. Research and Development During the year under review the companys efforts were mainly directed towards customer driven developmental activity. Expenditure on R&D during the financial year 2009-2010 is as under: a) Capital : NIL b) Recurring : NIL 1.2. Technology absorption, adaptation and innovation There is no technical collaboration. The company is manufacturing with the help of in-house developed technology. The company has taken steps to keep abreast with the latest technical development in the key business areas by deputing employees for attending seminars and workshops. 2. Foreign Exchange Earning and Outflow During the year ended 31st March, 2010 the company was unable to register export earnings. The particulars of foreign exchange utilized/earned during the year are given under serial no. 21 in the Schedule 21 on notes on accounts. For and on behalf of the Board Place: Kolkata SKRATERIA Date : 31st May, 2010 (Chairman & Managing Director)