DIRECTORS
To,
The Shareholders,
Your Directors present the 30th Annual Report of the Company together with
the Audited Accounts for the year ended March 31, 2013.
FINANCIAL RESULTS:
Your Company’s financial performance during the year under review is summarized
below:
|
(Rs. in Crores) |
| Particulars |
Year ended |
|
March 31, 2013 |
March 31, 2012 |
|
(12 months) |
(6 months) |
| Income from operations and other income |
1055.82 |
976.47 |
| Profit before Finance Cost, Depreciation & Amortization Exp. and Taxation |
(278.41) |
126.51 |
| Less: Depreciation & Amortization Expenses (net of withdrawal from Revaluation
Reserve) |
45.96 |
18.75 |
| Less: Finance Cost |
119.50 |
53.30 |
| Profit before taxation |
(443.87) |
54.46 |
| Less: Tax Expense |
(134.93) |
19.91 |
| Less: Taxation for earlier years |
1.38 |
- |
| Profit after tax |
(310.32) |
34.55 |
| Add: Balance of Statement of Profit & Loss brought forward |
164.75 |
135.37 |
| Amount available for appropriations |
(145.57) |
169.92 |
| Transfer to Debenture Redemption Reserve |
7.41 |
5.17 |
| Balance carried to Balance Sheet |
(152.99) |
164.75 |
REVIEW OF OPERATIONS
During the year under review, the Company’s income from operations including other
income stood at Rs.1055.82 Crores as compared to Rs. 976.47 Crores in the previous period
(6 months).There was a Loss before Finance Cost, Depreciation and Taxation which stood at
Rs. 278.41 Crores as against Profit before Finance Cost, Depreciation and Taxation
Rs.126.51 Crores in the previous period (6 months). During the year under review, the net
loss of the Company stood at Rs. 310.32 Crores as against Net Profit amounting to Rs.
34.55 Crores in the previous period (6 months).
DIVIDEND
Due to losses incurred by the Company during the year under review, your Directors have
decided not to recommend any dividend for the year.
CORPORATE DEBT RESTRUCTURING
The Company has proposed to restructure the loans availed from banks/financial
institutions through CDR Mechanism. The major consortium banks have agreed in-principle
for the same, subject to confirmation from their Management Committee. The Company has
appointed SBI Caps as Nodel Agency for CDR and draft flash report has been circulated. The
Company is taking care of all necessary formalities in this regard.
PUBLIC DEPOSITS
During the period under review, the Company has not accepted/renewed any deposits from
the Public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules
made there under.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on Management Discussion and Analysis, as stipulated under Clause 49 of the
Listing Agreement is covered under separate section and forming part of the Annual Report.
DIRECTORS
During the year under review, Mr. Iqbal Singh Gumber was appointed as an Additional
Director of the Company by the Board w.e.f. November 10, 2012 and in terms of the
provisions of the Section 260 of the Companies Act, 1956, he holds office upto the ensuing
Annual General Meeting of the Company. The Company has received notice under Section 257
of the Companies Act, 1956, proposing his candidature for appointment as Director of the
Company, along with the requisite deposit. The Board recommends his appointment as a
Director of the Company.
In accordance with the provisions of Section 256 of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Subroto Chaudhury, Director of the
Company retires by rotation at the ensuing Annual General Meeting and being eligible
offers himself for reappointment. Your Board recommends his re-appointment.
During the year under review, Mr. Sanjay Kukreja, Mr. Vijay Kumar Chopra, Mr. Vijay
Kumar Gupta, Mr. Sunil Sarin, Mr. Pravin Kumar resigned from the directorship of the
Company w.e.f. September 4, 2012, October 12, 2012, October 20, 2012, November 9, 2012 and
June 10, 2013 respectively. Also Mr. Adarsh Bagaria, Whole time Director of the Company
resigned from directorship of the Company w.e.f. November 10, 2012. Mr. Rajiv Chhabra who
was appointed as an Additional Director of the Company w.e.f. November 9, 2012,
subsequently resigned from the directorship w.e.f. July 4, 2013. The Board places on
record its appreciation for the valuable contribution made by them during their tenure as
Directors of the Company.
Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under
Clause 49 of the Listing Agreement entered into with BSE Limited and National Stock
Exchange of India Limited are given in the Notice convening the 30th Annual
General Meeting of the Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with
respect to the Directors’ Responsibility Statement, your directors state that:
• in the preparation of the Annual Accounts for the year ended March 31, 2013 the
applicable accounting standards have been followed and there are no material departures
from the same;
• the selected accounting policies were applied consistently and the Directors
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 March 31, 2013 and of the loss of the
Company for the year ended on that date;
• proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 1956 to
safeguard the assets of the Company and to prevent and detect fraud and other
irregularities;
• the annual accounts have been prepared on a going concern basis.
AUDITORS
M/s. Khandelwal Jain & Co., Chartered Accountants, Mumbai, the Statutory Auditors
of your Company hold office upto the conclusion of the ensuing Annual General Meeting and
are eligible for re-appointment. The Company has received a letter from them to the effect
that their appointment, if made, would be within the limits prescribed under Section
224(1B) of the Companies Act, 1956.
Your Directors recommend their re-appointment as Statutory Auditors of the Company to
hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion
of the next Annual General Meeting of the Company and to audit financial accounts for the
financial year ending on March 31, 2014.
AUDITORS’ OBSERVATIONS
With respect to the Auditors’ observations regarding delay in statutory payments
and default in payment to banks, Financial Institutions and debenture holders, your
directors would like to state that due to losses during the year, the Company could not
generate sufficient cash flow for payment of the same. The Company is in process to
approach CDR Cell for restructuring of its debts.
SUBSIDIARY COMPANIES/JOINT VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS
A statement containing brief financial details of the Company’s subsidiaries for
the year ended March 31, 2013 is included in the Annual Report.
The Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated February
8, 2011 have granted general exemption from attaching the Balance Sheets of subsidiary
companies with the holding company’s Balance Sheet, if the holding company presents
in its Annual Report the Consolidated Financial Statements duly audited by its Statutory
Auditors. The Company is publishing consolidated financial statements in the Annual
Report, hence the Balance Sheets of subsidiary companies are not attached with the
Company’s Balance Sheet. Further, the annual accounts of the subsidiary companies and
the related detailed information will be made available upon request to any member of the
Company interested in obtaining the same during the Annual General Meeting and are also
available for inspection during business hours at the Registered Office of the Company and
that of the respective subsidiary companies. The Consolidated Financial Statements
presented by the Company include Financial Results of its subsidiary companies and Joint
Ventures and are prepared in strict compliance with applicable Accounting Standards.
CREDIT RATING
Your Company’s ratings has been reviewed to CARE D [Single D] by Credit Analysis
and Research Limited (CARE) for Long–term bank facilities and Non-convertible
debentures (NCD) and CARE D (Single D) by CARE for Long/Short-term Bank facilities.
SHARE CAPITAL
On May 10, 2012, the Company had issued and allotted 15,00,000 fully paid Equity Shares
of Rs. 10/- per share at a price of Rs. 155/- per share (including premium of Rs. 145/-
per share) to Mrs. Kavita Puri, Promoter of the Company upon conversion of even number of
warrants issued on preferential basis.
Consequent to this, the paid up share capital of the Company has increased from Rs.
31,35,00,000/- (divided into 3,13,50,000 Equity Shares of Rs. 10/- each) to Rs.
32,85,00,000/- (divided into 3,28,50,000 Equity Shares of Rs. 10/- each).
LISTING
The Company’s shares are listed on BSE Limited and National Stock Exchange of
India Limited. The scrip of the Company has been suspended from trading at National Stock
Exchange of India Limited w.e.f. September 17, 2013 for non-compliance of some of
provisions of the Listing Agreement.
DEBENTURES
The Company had issued 20 secured redeemable non- convertible debentures of Rs.
1,000,000 each amounting to Rs. 2 crores on a private placement basis during the year
2008-09 carrying an interest at 11% payable half yearly and the same were due for
redemption in two equal installments on July 3, 2012 and 2013.
The Company had issued 200 secured redeemable non- convertible debentures of Rs.
1,000,000 each amounting to Rs. 20 crores on a private placement basis during the year
2008-09 carrying an interest at 11.25% payable monthly and the same were due for
redemption in two equal installments on July 3, 2012 and 2013.
The Company had issued 700 secured redeemable non- convertible debentures of Rs.
1,000,000 each amounting to Rs. 70 crores on a private placement basis during the year
2008-09 carrying an interest at 11.25% payable half yearly and the same were due for
redemption in two equal installments on July 10, 2012 and 2013.
However, due to losses during the year, the Company could not generate sufficient cash
flow for repayment of these debentures on due dates. The Company is in process to approach
CDR Cell for restructuring of its entire debt including these debentures.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
As per the provisions of Section 205A read with Section 205C of the Companies Act,
1956, the Company is required to transfer the unpaid dividend remaining unclaimed and
unpaid for a period of 7 years from the due date to the Investor Education and Protection
Fund (IEPF) set up by the Central Government. The details of amount lying in the Unpaid
Dividend Accounts alongwith due dates for their transfer to the Investor Education and
Protection Fund are given in below table. The shareholders whose dividend remained
unclaimed are requested to claim it immediately from the Company. Further, the
Shareholders are requested to note that no claim shall lie against the said fund or the
Company in respect of any amount which remained unclaimed for a period of seven years from
the date that these became first due for payment and no payment shall be made in respect
of any such claim. The detail of Unpaid / Unclaimed Dividend are as follows:
| Year |
Dividend Rate per share |
Date of Declaration |
Due Date for transfer to IEPF |
| 2005-06 |
Rs. 1.80 |
September 29, 2006 |
October 29, 2013 |
| 2006-07 |
Rs. 1.80 |
September 29, 2007 |
October 29, 2014 |
| 2007-08 |
Rs. 2.00 |
September 19, 2008 |
October 19, 2015 |
| 2008-09 |
Rs. 0.50 |
September 29, 2009 |
October 29, 2016 |
| 2009-10 |
Rs. 1.00 |
September 24, 2010 |
October 24, 2017 |
| 2010-11 |
Rs. 1.00 |
March 20, 2012 |
April 19, 2019 |
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement, a detailed report on Corporate
Governance duly certified by M/s. Manish Ghia & Associates, Practicing Company
Secretaries, Mumbai is separately attached to this Annual Report.
PERSONNEL
The employer employee relations remained cordial throughout the year. The Board places
on record its sincere appreciation for the valuable contribution made by the employees
across all levels of the organization.
In accordance with the provisions of Section 217(2A) read with Companies (Particulars
of Employees) Rules, 1975, the name and other particulars of employees are to be set out
in the Directors’ Report as an addendum thereto. However, as per the provisions of
Section 219(1) (b)(iv) of the Companies Act, 1956, the report and accounts as set out
therein are being sent to all members of the Company excluding the aforesaid information
about such employees. Any member, who is interested in obtaining such particulars about
employees, may write to the Assistant Company Secretary at the Registered Office of the
Company.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
(A) CONSERVATION OF ENERGY
The Company’s operations are not energy-intensive. However, significant measures
are taken to reduce energy consumption by using energy-efficient computers and purchasing
energy-efficient equipment. During the year, the Company has taken some measures for
optimal utilization of electricity by stringent control by re-scheduling of working hours
of air-conditioning and lighting during the off working hours. The Company constantly
evaluates new technologies and invests to make its infrastructure more energy-efficient.
Air-conditioners with energy-efficient screw compressors for central air-conditioning and
with split air-conditioning for localized areas are used. As energy costs comprise a very
small part of the total expenses, the financial impact of these measures is not material.
(B) TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT
With an object to obtain and deliver the best, your Company successfully deployed a
growing and diverse team of R&D specialists who have expertise in hardware, networking
systems software, database and application software. This helped the Company to access to
the latest technologies and deploy/absorb these latest technologies wherever feasible,
relevant and appropriate. The Company has not maintained separate record of the
expenditure incurred on Research & Development.
(C) FOREIGN EXCHANGE EARNINGS & OUTGO
|
|
(Rs. in Crores) |
| Particulars |
March 31, 2013 |
March 31, 2012 |
|
(12 months) |
(6 months) |
| Foreign exchange earned |
3.93 |
1.62 |
| CIF value of imports |
- |
- |
| Expenditure in foreign currency |
0.16 |
0.47 |
EXTENSION FOR HOLDING ANNUAL GENERAL MEETING OF THE COMPANY
The Company has taken the approval from the Registrar of Companies, Maharashtra,
Mumbai, vide letter dated September 11, 2013 for extension of the period of holding the
Annual General Meeting of the Company for the financial year ended March 31, 2013 by three
months i.e. up to December 31, 2013 for availing the time for preparation of the
Consolidated Financial Statements of the Company.
ACKNOWLEDGEMENTS
Your Directors wish to express their sincere gratitude to the Union Government and the
Government of various States, as also to all the Government agencies, banks, financial
institutions, customers, vendors and other related organizations, who has given their
continued support and cooperation during the year under review. Your Directors also wish
to place on record their deep sense of appreciation for investors, shareholders and
employees of the Company for their continued support towards conduct and operations of the
Company.
|
For and on behalf of the Board of Directors |
| Place : New Delhi |
Kapil Puri |
| Date : October 24, 2013 |
Chairman and Managing Director |
+91-9892691696
