iol netcom ltd Directors report

DIRECTORS

Dear Members,

Your Directors have pleasure in presenting the 26th Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 30th June 2011.

FINANCIAL RESULTS

		(Amount in Rupees)
Particulars	For the year ended
	30th June 2011	30th June 2010
Total Income	1,14,52,319	9,19,11,110
Total Expenditure	2,45,31,610	16,07,80,182
Profit / (Loss) before interest and depreciation	(1,30,79,291)	(6,88,69,072)
Less: Interest	55,88,819	61,07,570
Depreciation	10,66,92,378	14,07,88,162
Profit / (Loss) before prior period expenses	(12,53,60,488)	(21,57,64,804)
Less: Prior period Expenses	0.00	0.00
Profit / (Loss) Before Tax	(12,53,60,488)	(21,57,64,804)
Less : Fringe Benefit Tax	-	8,22,000
Deferred Tax	-	-
Profit / (Loss) After Tax	(12,53,60,488)	(21,65,86,804)
Balance brought forward	(67,90,22,597)	(46,24,35,792)
Balance carried to Balance Sheet	(80,43,83,085)	(67,90,22,597)

Transfer to Reserves

In view of the loss incurred by the Company for the year ended June 30, 2011 no amount is proposed to be transferred to the Reserves.

Dividend

In view of the loss incurred during the year, your Directors do not recommend any dividend.

Capital Expenditure

The Company has made no capital expenditure during the financial year.

Review of Operations

The company has achieved net sales of Rs. 114.52 lacs during the year end June 30, 2011 as against sale of Rs. 919.11 lacs during the previous year, a decrease by 87.54%. The net loss for the year ended June 30, 2011 increased to Rs. 912.26 lacs from previous year. On a paid up capital of Rs. 2939.14 lacs the earning per share work out to Rs. (4.58).

SIGNIFICANT CORPORATE DEVELOPMENTS

The Board has forfeited the 92,50,000 warrant issued on November 28, 2001 and December 1, 2009 due to non receipt of the remaining amount within the period of 18 month from the date of allotment. The period of 18 month expire on May 2011. The company has obtained listing approval from NSE of 20,38,043 equity shares allotted to HT Media Ltd. on December 29, 2009. However the listing approval from BSE is still in process.

SUBSIDIARY COMPANY

There is no subsidiary company as on date.

DISCLOSURE OF EMPLOYEE STOCK OPTIONS AS PER SEBI (EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME) GUIDELINES, 1999

As of date, Company has not granted any options under the ESOP Scheme 2005.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted or renewed any deposits from the public during the year under report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of the Company, Shri P L Chaturvedi, Independent Director of the Company, who is due to retire at the forthcoming Annual general meeting has given his unwillingness for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 and based on the representations received from the Operating Management and on the basis of discussion with Statutory Auditors, the Board of Directors hereby confirms;

• in the preparation of the annual accounts for the financial year ended 30th June 2011, the applicable accounting standards have been followed along with proper explanation relating to all material departures;

• that the Directors had selected such accounting policies and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

• that the Directors have taken proper and sufficient care 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;

• that the Directors have prepared the annual accounts for the financial year ended 30th June 2011 on a going concern basis.

COMMITTEE

There are no Committee after the death of Shri S N Parikh. The Company is in process of appointment of new Independent Directors.

REPORT ON CORPORATE GOVERNANCE

The Company has made due compliance revised clause 49 of the listing agreement.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report and a Corporate Governance Report are made as a part of this Annual Report.

A Certificate from the Chartered Accountant in practice regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement is attached to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to this matter is appended hereto and forms part of this report.

EMPLOYEES

There are no employee which information is furnished as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s Dargar & Co., Chartered Accountants, the Auditors of your Company, holds office till the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a letter from M/s. Dargar & Co., to the effect that their appointment as Auditors, if made would be within the limits under Section 224(1-B) of the Companies Act, 1956.

AUDITORS REPORT

The observation of Auditors contained in their report have been adequate, dealt with in the notes to accounts given in schedule ‘N’ which are self -explanatory and therefore do not call for any comments.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is a provider of telecommunication services, most of the information as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, as amended is not applicable. However, the information as applicable has been given in annexure A to this report.

APPRECIATION

Your Directors would like to place on record their sincere gratitude to the Stakeholders, Department of Telecommunications (DoT), Telecom Regulatory Authority of India (TRAI), the Central Government, the State Governments, Financial Institutions, Business Associates and Companys Bankers for their continued support and faith in the Company. Your Directors are also happy to place on record their appreciation for the whole-hearted co-operation, commitment and contribution made by all the employees and look forward to their continued support.

	For and on behalf of the Board of Directors
	Sd/-
	Siddhartha S Bose
	Managing Director
Place: Mumbai
Date: November 14, 2011

ANNEXURE "A" TO THE DIRECTORS REPORT:

Information as per Section 217(1) (e), of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the year 2010 - 2011

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

IOL Netcom Limited, being a telecommunications service provider, the information in Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company.

However, the Company requires energy for its operations and every endeavour has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

Research and Development (R&D)

No Research and Development has been carried out by Company in current Financial year.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review earning from foreign currency transaction was Nil.

	For and on behalf of the Board of Directors
	Sd/-
	Siddhartha S Bose
	Managing Director
Place: Mumbai
Date: November 14, 2011