Kaashyap Technologies Ltd Directors Report

KAASHYAP TECHNOLOGIES LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT The Board of Directors of Kaashyap Technologies Limited (KTL) are pleased to present the Thirteenth Annual Report for the year ended March 31, 2011, together with the Auditors Report and Audited Accounts for the Financial year 2010-11. FINANCIAL PERFORMANCE The comparative pictures of the financials of the Company for the last two years are presented in the table below. (All figures in Rs. Lakhs) PARTICULARS 2010-11 2009-10 Net Income 1902.92 4275.77 Expenditure 2259.52 4460.24 Interest and Finance Charges 82.13 64.85 Depreciation 21.12 29.99 Profit/(Loss) before Extra- ordinary Item and Tax (459.85) (279.31) Prior Period (Expenses)/Income 144.04 - Provision for Tax 9.79 65.95 Profit/(Loss) after Tax (613.68) 4275.77 DIVIDEND In order to conserve the earnings so as to strengthen the business, your Directors are not recommending any dividend for the period. DEVELOPMENT IN THE COMPANY The promoters and Directors of your Company are looking into new areas of our operation in India and aboard. COMPLAINTS REDRESSAL SYSTEM All the investor grievances received by the Company are attended and replied to satisfactory within 3 days of receiving the grievance. The Shareholders/Investors Grievance Committee meet periodically to take status of the investor grievance pending at any period and resolve the same effectively. The details of the investor grievance committee and its meetings are given in the Corporate Governance Report which forms part of this Annual Report. OFFICE INFRASTRUCTURE The Company functions from the same premises as that of its Registered Office at Alwarpet, Chennai. Apart from registered office, the business operations are done from the corporate office building located at Ekkattuthangal, Chennai. DIRECTORS In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. A. Ganesan and Mr. S. Thiruvengadam, retires by rotation and being eligible offer themselves for re-appointment. AUDIT COMMITTEE The Audit Committee constituted by the Board of Directors consists of three Directors. Mr. Raghu Tandra, Director acts as Secretary of the Committee. This Committee was last re-constituted on February 25, 2009. The present Audit Committee comprises of the following directors 1. Mr. R. Gopalan, Chairman of the Committee 2. Mr. A. Ganesan, Member of the Committee 3. Mr. S. Thiruvengadam, Member of the Committee The constitution of the Audit Committee also meets the requirements of Section 292A of the Companies Act, 1956 as introduced by the Companies (Amendment) Act, 2000. The terms of reference specified by the Board to the Audit Committee are as per Clause 49 of the Listing Agreement. The role, powers and functions of the Audit Committee are as stated below: * Monitor the internal controls to ensure the integrity of the financial performance reported to the shareholders. * Provide by way of regular meeting, a line of communication between the Board and the Statutory Auditors. * Consider the appointment of the Statutory Auditors. * Review the interim and full year financial statement before recommending them to the Board. * Review reports of the Auditors on any important events. * Review the Companys financial control systems, in particular, the procedures for identifying business risks (including financial risks) and controlling their financial impact on the Company. * Review the Companys policies for ensuring compliance with the relevant regulatory/legal requirements and the operational effectiveness of the policies and procedures. REMUNERATION COMMITTEE The Remuneration Committee has been constituted with Mr. A. Ganesan, Mr. R. Gopalan and Mr. S. Thiruvengadam, Directors of your Company, for performing inter-alia the role/various functions as set out under Clause 49 of the Listing Agreement with the Stock Exchanges and also in pursuance to the amendments made to the Schedule XIII of the Companies Act, 1956. AUDITORS The Statutory Auditor of your company, M/s. R. Ravindran & Associates, Chartered Accountant, Chennai, is due to retire at the conclusion of the Twelfth Annual General Meeting. M/s. R. Ravindran & Associates has confirmed this eligibility and willingness to accept office, if re- appointed for the financial year 2011-12. Your Directors recommended the reappointment of M/s. R. Ravindran & Associates, Chartered Accountant as the Statutory Auditor of the Company to hold office from the conclusion of the Thirteenth Annual General Meeting until the conclusion of the Fourteenth Annual General Meeting of the Company. INTERNAL CONTROL SYSTEMS AND ADEQUACIES Your Company has set up internal control systems commensurate with the size and nature of business. These systems ensure optimum use of resources and compliance with the multiple regulatory authorities. Your Company is also being guided by the Audit Committee in constantly upgrading the control procedures and systems. The Audit Committee also reviews the adequacy of the internal control procedures. PARTICULARS OF EMPLOYEES Statement of personnel particulars of employees pursuant section 217(2A) of the Companies Act, 1956 are not applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein (Rs.2,00,000 per month or Rs. 24,00,000 per annum) during the period under review. CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO Your Company does not carry on any manufacturing activities and hence the disclosure requirement in terms of Sections 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding Conservation of Energy and Technology do not apply to your Company. During the year under review, there was no Foreign Exchange earnings and outgo for your Company. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Managing Directors and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that: i. In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure have been made from the same; ii. Appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true a fair view of the state of affairs of the Company as at March 31, 2011 and Profit & Loss Account for the year ended March 31, 2011; iii. Proper and sufficient care has been taken 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; iv. The annual accounts have been prepared on a going concern basis. BY ORDER OF THE BOARD For KAASHYAP TECHNOLOGIES LIMITED Sd/- A. VENKATRAMANI Chairman & Managing Director Place: Chennai Date : September 02, 2011 MANAGEMENT DISCUSSION AND ANALYSIS SWOT Analysis for KTL Strengths: * Can create a unique Brand * Quality * State of art infra can be created * Unmatched Curriculum * Technology * Top of the line Technical Team * Financially Sound * Resource Availability Weakness: * Attrition Problems * Competitor in the Market: * Global Competitor * Domestic Competitor Opportunities: * Buoyancy in the market * Shores outside India * US recession Threats: * IT slowdown * US recession * Technology turning obsolete