CTIL Ltd Directors Report

To

The Members,

You Directors have pleasure in presenting the Seventeenth Annual Report together with the Audited Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS:

The Financial Results both Consolidated and Standalone for the year ended 31st March, 2014 are summarized below:

(Rs.in Lakhs)

Particulars	Consolidated for 2013-14	Standalone for 2013-14	Consolidated for 2012-13	Standalone for 2012-13
Income from Operations	4726.73	683.97	3226.30	1404.41
Expenditure	4549.16	568.67	2705.72	1271.89
Operating Profit (PBDIT)	177.57	115.30	520.58	132.51
Interest	113.94	100.93	144.88	105.64
Depreciation	31.27	13.12	49.33	21.15
Profit before Tax	32.36	1.25	326.36	5.72
Provision for Income Tax	11.52	0.38	52.44	1.09
Deferred Tax	(1.52)	(1.14)	-7.65	-4.45
Profit / Loss after Tax but before extraordinary items	22.36	2.39	281.57	9.08
Extraordinary items – Minority Interest	3.12		1.23
Net Profit carried to Balance Sheet	19.24	2.39	280.34	9.08

CONSOLIDATED PERFORMANCE:

During the year 2013-14, company has achieved a turnover of Rs.4726.73 Lakhs as against Rs3226.30 Lakhs translating into growth of 46.50% over the previous year 2012-13. However your Directors regrets to inform you, that there was a drastic decline in Net profit (after extraordinary) items which stands at Rs.19.24 Lakhs as against previous year net profit of Rs.280.34 Lakhs. It was mainly due to excessive operational overheads in relation to fixed price contracts where input costs were disproportionally high beyond expectations of the company. Further, there was no alternative, for the Board of Directors except the completion of the projects which was mandatory as per the terms of the contact and to retain the customers and image of the company among the circles. However your Directors are confident of regaining the business repeat ordersfrom those customers whose projects the company has completed on time not withstanding that the company has suffered serious hit on its profits from those contracts.

Your Directors regrets rather beg a pardon from all the members for the reason that the company is not in a position to declare the dividend this year also and expressed their unhappiness about the successive failures and inability to declare dividend and reward the shareholders. However, your Directors expresses confidence in the operational strengths of the company and skill sets of teams thus able to perform better in the following years.

RESEARCH AND DEVELOPMENT:

The Company continues to invest in innovating and developing state of the art technologies that are core for providing key solutions in different industry verticals of interest. This includes critical investments in:

- Comprehensive e-learning solutions project

- Improving in the e-Governance Executive Strengths

- Technology & Solutions for Shipping & Ports

- Technology & solutions for Insurance business

A big thrust was made in the past three years in the aforesaid areas in R&D. In the space of e-learning, big strides have been possible to not only have a two way video interactivity, but also chat both in ‘open’ as well as ‘private’ environments. This is coupled with a robust e-learning support system having full- fledged e-content upload, on line testing, online submission of assignment and their valuation, attendance tracking etc.

The Directors hope that the R & D initiatives made by the company will yield good results and boost up the revenues of the company in the coming years.

DEPOSITS:

The Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013, during the year.

AUDITORS:

M/s Balaji Viswanath & Co., Chartered Accountants, Hyderabad, the Company’s Auditors’ retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Section 141 of the Companies Act, 2013.

In accordance with the provisions of Section 139 of the Companies Act, 2013 and Rules made there under, your Board of Directors recommends their re-appointment for a term of three years from the conclusion of 17th Annual General Meeting till the conclusion of the 20th Annual General Meeting subject to ratification every year, by the shareholders at every Annual General Meeting.

SUBSIDIARIES AND DISINVESTMENT:

The following are the subsidiaries of the Company:

1. SPRY Resources India Pvt. Ltd

2. CTIL Infrastructure Pvt. Ltd.

3. CTIL Media Pvt. Ltd.

4. CTIL Hong Kong Limited

During the year 2013-14, the company has divested 11% stake in M/s ACE BPO Services Pvt. Ltd., which ceases to be a subsidiary of the Company.

CONSOLIDATION OF FINANCIAL STATEMENTS:

As prescribed by Accounting Standards 21 read with Accounting Standard 23 issued by the Institute of Chartered Accountants of India, consolidation of Financial Statement of Subsidiaries of the company, have been prepared on the basis of Audited Results received from the subsidiary companies as approved by their respective Boards.

ACCOUNTS AND FINANCIAL STATEMENTS OF SUBSIDIARIES:

Ministry of Corporate Affairs, New Delhi, vide Circular No: 5/12/2007-CL-III dated February 8, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956 from the requirement to attach detailed financial statement of each of the Subsidiaries of the company. Pursuant to the said Circular, the Board of Directors of the company gave their consent for not attaching the Balance Sheets of the subsidiary Companies to the Annual Accounts of your company / this Annual Report, for the year ended 31.03.2014.

Accordingly, the Balance Sheets and other financial statements relating to the following subsidiary companies are not attached to the Annual Accounts of the Company / in this Annual Report.

1. SPRY Resources India Pvt Ltd.

2. CTIL Infrastructure Pvt Ltd.

3. CTIL Media Pvt. Ltd

4. CTIL Hongkong Limited

However, pursuant to the provisions of Section 212 of the company’s Act 1956, a statement containing details of interest of holding company in its subsidiary companies is appended to this Report.

Any member who wish to have information on any of the subsidiary Companies may send his / their / request to the company, so that the same could be forwarded. Further performance and financial position of each of the subsidiary companies is included in the consolidated financial statements.

CHANGES IN THE SHARE CAPITAL

The Company has only one class of Share Capital i.e. Equity Share Capital. The Authorised Share Capital of the Company presently stands at Rs.50.00 Crores divided into 5,00,00,000 equity shares of Rs.10/- each. The paid up capital of the company for the year 2013-14 stands at Rs. 30,77,07,570/- and the paid up capital for the previous year 2012-13 stands at Rs.26,21,55,540/-. The reconciliation of the Share Capital has been provided under notes to the Balance Sheet of the company.

However as a measure of prudence, details of further issues resulting in the increase of capital are given here. During the year, 45,55,203 equity shares of Rs. 10 each at a premium of Rs.17/- per share, have been allotted to the promoters and to selected persons other than the Promoters and Promoter Group companies on preferential issue basis, which represented the increase in paid-up capital of Rs.4,55,52,030 during 2013-14.

DIRECTORS:

Resignation of Directors:

01. Mr. GSS Prasad, tendered resignation from the Directorship on account of personal reasons and the same which was accepted by the Board of Directors on 15.07.2013

02. Mr. P. Guru Krishna, resigned from the Directorship on account of personal reasons and it which was accepted by the Board of Directors on 14.11.2013

The Board wishes to acknowledge the valuable services rendered by all the above persons during their tenure as Directors, to the company.

Re-appointment of retiring Directors:

01. Mr.PVV Satyanarayana, Director retiring by rotation at the 17th Annual General Meeting and being eligible, has offered himself for reappointment.

02. Mr. Raj Nagesh Kosaraju, Director retiring by rotation at the 17th Annual General Meeting and being eligible, has offered himself for reappointment. 03. Mr. Ramesh Koritala, Director retiring by rotation at the 17th Annual General Meeting and being eligible, has offered himself for re appointment.

Independent Directors:

Mr. Nandipati Venkata Simhadri and Mr. Sanjeev Sharma, who were inducted as Additional Directors on to the Board w.e.f 24.12.2013 and 08.02.2014 respectively would hold office upto the date of the ensuing Annual General Meeting . Mr. Nandipati Venkata Simhadri and Mr. Sanjeev Sharma, the Additional Directors and Mr. M.Balarama Krishnaiah, Director of the company, having submitted necessary consents to act as Director and declarations to the company informing that they meet the criteria of independence, are seeking appointment as Independent Directors, at the meeting.

The Board recommends consideration and approval by the Members, for the reappointment as Directors retiring by rotation, appointment of those who cease to hold office at the Annual General Meeting (as they were appointed before as the Additional Directors during the year) and appointment of Mr. M. Balarama Krishnaiah, Director, as the Independent Directors as proposed in the Notice of the Annual General Meeting.

Details of Directors seeking appointment / re-appointment at the forthcoming Annual General Meeting in pursuance of Clause 49 of the Listing Agreement.

NAME	Mr. PVV Satyanaray ana	Mr. Raj Nagesh Kosaraju	Mr. Ramesh Koritala	Mr. M.Balarama Krishnaiah,	Mr. N V Simhadri	Mr. Sanjeev Sharma
1	2	3	4	5	6	7
Date of Birth	16.05.1963	13.06.1961	26.06.1966	04.08.1950	01.08.1952	11.03.1973
Date of Appointment	17.01.2008	31.10.2007	02.09.2011	15.10.2012	24.12.2013	08.02.2014
Qualifications	CA, ICWA	MBA,MS	B.Com, CA, (Final)	CA	B.Com, LLB	BA, MCA
Nature of experience in specified functional area	Finance & Admin.	Finance, Projects and Admn.	Finance and Admn.	Finance	Legal, Secretarial and Finance	Project, Admn. & Finance
No. of Shares held in the company	NIL	NIL	NIL	NIL	NIL	NIL
Members of the Committee of Board of Directors of the company	1
Directorships held in other companies (excluding private limited and foreign companies)	Thirthankar Infra Ltd	NIL	NIL	EBC Bearing (India) Ltd Phytochem (India) Ltd	NIL	NIL

DIRECTORS’ RESPONSIBILITY STATEMENT:

In pursuance of Clause of sub-sections 3 and (5) of section 134 of the Companies Act, 2013 , your Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

b) That the directors had 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 at the end of the financial year and of the Profit and Loss of the Company for that period.

c) That the Directors had 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;

d) That the Directors had prepared the annual accounts on a going concern basis;

e) That 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., and

f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under Rule 5 (2) of Companies(Appointment and Remuneration) Rules, 2014. Therefore, the disclosures required to be made here under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Executive Director is given in Annexure.

CONSERVATION OF ENERGY ETC, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO.

The required information as per Sec.134 (3) (m) of the Companies Act, 2013 is provided hereunder

Conservation of Energy:

The Operations of the Company are not energy-intensive. However to ensure reduction in consumption of energy, your Directors are constantly evaluating new technologies, mechanism, investments to make infrastructure more energy efficient.

Some of the energy conservation initiatives initiated:

a. Walls and Roofs are properly insulated.

b. Turning off all lights in all the work places when not in use.

c. Turning off the Air Conditioners during non peak hours and holidays.

d. Effective management of ventilation to ensure good air quality.

e. Installation of energy efficient lighting.

f. Using energy efficient computers and equipment,.

A. Technology Absorption – The Company has been constantly upgrading its technology to the latest in the market, for both its training centers and software development.

B. Research and Development: Your Company is constantly working to build a State of Art Research and Development Centre to enhance the quality of its products.

C. Benefits derived from such Research and Development: As the customer uses the end product, the benefit from the customer satisfaction will ultimately be passed on to the company in terms of increase in revenues and business prospective.

D. Foreign Exchange Earnings and Outgo

		(Rs. in Lakhs)
	2013-14	2012-13
Foreign Exchange Earnings	683.97	1404.41
Foreign Exchange Outgo	0.21	0.78

CORPORATE GOVERNANCE:

The report on the corporate governance is annexed which forms a part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis for the year under review as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange is presented as a separate section forming part of this report.

COMPLIANCE CERTIFICATE OF THE AUDITORS:

The Statutory Auditors have certified that the company has complied with the conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange and the same is annexed to the Report of Directors.

PERSONNEL:

Relations with the employees continued to be cordial throughout the year. Your Directors place on record their appreciation of the efforts, dedication and active participation of employees in various initiatives taken by the company during the year under review:

ACKNOWLEDGEMENTS:

Your Directors express their heartfelt gratitude and thanks to the Company’s Bankers, Shareholders, customers and various Central and State Government Agencies, Local Authorities for their continued support during the year. Your Directors also wish to place on record their sincere appreciation of unstinted support and co-operation extended by all the personnel at various levels of the Organization. Company’s growth was made possible by the hard work, solidarity, co-operation and support of the employees all along. Your Directors look forward for the same in the years to come and wish to maintain whole hearted continuing relationship with all of them.

Place: Hyderabad	BY ORDER OF THE BOARD
Date:02.09.2014	For CTIL LIMITE
	Sd/-	Sd/-
	P.V.V.Satyanarayana	P.Obul Reddy
	Chairman	Executive Director

Statement pursuant to Section 212 of the Companies Act, 1956 relating to Company’s interest in subsidiary companies as at 31st March, 2014

(Rupees in Lakhs)

SL. NO.	PARTICULARS	NAME OF THE SUBSIDIARY
		SPRY Resources (I) Pvt Ltd	CTIL Infra Pvt. Ltd.	CTIL Media Pvt. Ltd	CTIL Hongkong Ltd
1.	Financial year ended on	31.03.2014	31.03.2014	31.03.2014	31.03.2014
2.	a) Number of equity shares held by CTIL Ltd	16,50,000	4,99,640	10,000	3,54,695
	b) Extent of Interest of CTIL Ltd (in %)	55%	100%	100%	100%
3.	a) Net Profit of subsidiary in so far as it concerns the Members of Holding company. (Majority Interest)	3.82	9.26		54.65
	b) Net Profit in so far it does not relate to the Members of Holding company (Minority Interest)	3.12

 

Place: Hyderabad	BY ORDER OF THE BOARD
Date:02.09.2014	For CTIL LIMITE
	Sd/-	Sd/-
	P.V.V.Satyanarayana	P.Obul Reddy
	Chairman	Executive Director

Particulars of subsidiaries as at 31.03.2014 in terms of Circular No: 5/12/2007-CL-III dt. 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, New Delhi, pursuant to Section 212(8) of the Companies Act, 1956

(Rs. in Lakhs)

SL. NO.	PARTICULARS				NAME OF THE SUBSIDIARY COMPANY	REMARKS
		SPRY Resources (I) Pvt Ltd	CTIL Infra Pvt Ltd	CTIL Media Pvt Ltd	CTIL Hongkong Ltd
1.	Equity Share Capital Share Application Money	300.00	4.99	1.00	27.88
2.	Reserves	344.82	273.90	-	393.71
3.	Total Assets (Including CWIP) and Expenditure pending allocations	1494.28	1160.37	13.22	434.38
	a) Fixed Assets	337.40	45.49	6.88	0.21
	b) Current Assets	1156.87	1114.87	6.33	434.17
	c) Misc. Expenditure (to the extent not written off / adjusted) & Profit and Loss Account debit balance
4.	Total Liabilities	1494.28	1160.37	13.22	434.38
	a) Loans secured and un secured	656.48	72.22
	b) Current Liabilities and provisions	242.67	809.25	3.22	12.79
5.	Investments (other than Investment in subsidiaries)
6.	Turnover /	97.14	3623.12		374.07
	Other Income		1.26
7.	Profit / (Loss) before Taxation	10.06	9.26		64.60
8.	Provisions for Taxation	3.12	2.86		9.94
9.	Profit / (Loss) After Tax	6.94	6.40		54.66
10.	Proposed Dividend

 

Place: Hyderabad	BY ORDER OF THE BOARD
Date:02.09.2014	For CTIL LIMITE
	Sd/-	Sd/-
	P.V.V.Satyanarayana	P.Obul Reddy
	Chairman	Executive Director