|BSE: 532363||Sector: Services|
|NSE: N.A.||ISIN Code: INE394B01017|
|BSE 13:04 | 08 Aug||CTIL Ltd|
|NSE 05:30 | 01 Jan||CTIL Ltd|
|BSE: 532363||Sector: Services|
|NSE: N.A.||ISIN Code: INE394B01017|
|BSE 13:04 | 08 Aug||CTIL Ltd|
|NSE 05:30 | 01 Jan||CTIL Ltd|
You Directors have pleasure in presenting the Seventeenth Annual Report together withthe Audited Accounts for the year ended 31st March 2014
The Financial Results both Consolidated and Standalone for the year ended 31st March2014 are summarized below:
During the year 2013-14 company has achieved a turnover of Rs.4726.73 Lakhs as againstRs3226.30 Lakhs translating into growth of 46.50% over the previous year 2012-13. Howeveryour 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 netprofit of Rs.280.34 Lakhs. It was mainly due to excessive operational overheads inrelation to fixed price contracts where input costs were disproportionally high beyondexpectations of the company. Further there was no alternative for the Board of Directorsexcept the completion of the projects which was mandatory as per the terms of the contactand to retain the customers and image of the company among the circles. However yourDirectors are confident of regaining the business repeat ordersfrom those customers whoseprojects the company has completed on time not withstanding that the company has sufferedserious hit on its profits from those contracts.
Your Directors regrets rather beg a pardon from all the members for the reason that thecompany is not in a position to declare the dividend this year also and expressed theirunhappiness about the successive failures and inability to declare dividend and reward theshareholders. However your Directors expresses confidence in the operational strengths ofthe 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 arttechnologies that are core for providing key solutions in different industry verticals ofinterest. 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 thespace of e-learning big strides have been possible to not only have a two way videointeractivity but also chat both in open as well as privateenvironments. This is coupled with a robust e-learning support system having full- fledgede-content upload on line testing online submission of assignment and their valuationattendance tracking etc.
The Directors hope that the R & D initiatives made by the company will yield goodresults and boost up the revenues of the company in the coming years.
The Company has not accepted any deposits from the public under section 73 of theCompanies Act 2013 during the year.
M/s Balaji Viswanath & Co. Chartered Accountants Hyderabad the CompanysAuditors retire at the conclusion of the ensuing Annual General Meeting. They havesignified their willingness to accept re-appointment and have further confirmed theireligibility under Section 141 of the Companies Act 2013.
In accordance with the provisions of Section 139 of the Companies Act 2013 and Rulesmade there under your Board of Directors recommends their re-appointment for a term ofthree years from the conclusion of 17th Annual General Meeting till the conclusion of the20th Annual General Meeting subject to ratification every year by the shareholders atevery 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 ServicesPvt. 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 theInstitute of Chartered Accountants of India consolidation of Financial Statement ofSubsidiaries of the company have been prepared on the basis of Audited Results receivedfrom 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 datedFebruary 8 2011 has granted general exemption under Section 212(8) of the Companies Act1956 from the requirement to attach detailed financial statement of each of theSubsidiaries of the company. Pursuant to the said Circular the Board of Directors of thecompany gave their consent for not attaching the Balance Sheets of the subsidiaryCompanies to the Annual Accounts of your company / this Annual Report for the year ended31.03.2014.
Accordingly the Balance Sheets and other financial statements relating to thefollowing subsidiary companies are not attached to the Annual Accounts of the Company / inthis 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 companys Act 1956 astatement containing details of interest of holding company in its subsidiary companies isappended 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 performanceand financial position of each of the subsidiary companies is included in the consolidatedfinancial statements.
CHANGES IN THE SHARE CAPITAL
The Company has only one class of Share Capital i.e. Equity Share Capital. TheAuthorised Share Capital of the Company presently stands at Rs.50.00 Crores divided into50000000 equity shares of Rs.10/- each. The paid up capital of the company for the year2013-14 stands at Rs. 307707570/- and the paid up capital for the previous year 2012-13stands at Rs.262155540/-. The reconciliation of the Share Capital has been providedunder notes to the Balance Sheet of the company.
However as a measure of prudence details of further issues resulting in the increaseof capital are given here. During the year 4555203 equity shares of Rs. 10 each at apremium of Rs.17/- per share have been allotted to the promoters and to selected personsother than the Promoters and Promoter Group companies on preferential issue basis whichrepresented the increase in paid-up capital of Rs.45552030 during 2013-14.
Resignation of Directors:
01. Mr. GSS Prasad tendered resignation from the Directorship on account of personalreasons 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 reasonsand 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 personsduring their tenure as Directors to the company.
Re-appointment of retiring Directors:
01. Mr.PVV Satyanarayana Director retiring by rotation at the 17th Annual GeneralMeeting and being eligible has offered himself for reappointment.
02. Mr. Raj Nagesh Kosaraju Director retiring by rotation at the 17th Annual GeneralMeeting and being eligible has offered himself for reappointment. 03. Mr. RameshKoritala Director retiring by rotation at the 17th Annual General Meeting and beingeligible has offered himself for re appointment.
Mr. Nandipati Venkata Simhadri and Mr. Sanjeev Sharma who were inducted as AdditionalDirectors on to the Board w.e.f 24.12.2013 and 08.02.2014 respectively would hold officeupto the date of the ensuing Annual General Meeting . Mr. Nandipati Venkata Simhadri andMr. Sanjeev Sharma the Additional Directors and Mr. M.Balarama Krishnaiah Director ofthe company having submitted necessary consents to act as Director and declarations tothe company informing that they meet the criteria of independence are seeking appointmentas Independent Directors at the meeting.
The Board recommends consideration and approval by the Members for the reappointmentas Directors retiring by rotation appointment of those who cease to hold office at theAnnual General Meeting (as they were appointed before as the Additional Directors duringthe year) and appointment of Mr. M. Balarama Krishnaiah Director as the IndependentDirectors as proposed in the Notice of the Annual General Meeting.
Details of Directors seeking appointment / re-appointment at the forthcoming AnnualGeneral Meeting in pursuance of Clause 49 of the Listing Agreement.
DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of Clause of sub-sections 3 and (5) of section 134 of the CompaniesAct 2013 your Directors confirm:
a) That in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanations relating to material departures.
b) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 theCompany and that such internal financial controls are adequate and were operatingeffectively. and
f) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
PARTICULARS OF EMPLOYEES:
There is no employee who is falling under Rule 5 (2) of Companies(Appointment andRemuneration) Rules 2014. Therefore the disclosures required to be made here under arenot applicable.
CODE OF CONDUCT:
The Code of Conduct has been circulated to all the members of the Board and SeniorManagement and the compliance of the same has been affirmed by them. Code of Conduct hasalso been placed on the website of the company. A declaration signed by the ExecutiveDirector is given in Annexure.
CONSERVATION OF ENERGY ETC RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS & OUTGO.
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is providedhereunder
Conservation of Energy:
The Operations of the Company are not energy-intensive. However to ensure reduction inconsumption of energy your Directors are constantly evaluating new technologiesmechanism 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 itstechnology to the latest in the market for both its training centers and softwaredevelopment.
B. Research and Development: Your Company is constantly working to build a State of ArtResearch and Development Centre to enhance the quality of its products.
C. Benefits derived from such Research and Development: As the customer uses the endproduct the benefit from the customer satisfaction will ultimately be passed on to thecompany in terms of increase in revenues and business prospective.
D. Foreign Exchange Earnings and Outgo
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 Clause49 of the Listing Agreement with the Bombay Stock Exchange is presented as a separatesection forming part of this report.
COMPLIANCE CERTIFICATE OF THE AUDITORS:
The Statutory Auditors have certified that the company has complied with the conditionsof Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange andthe same is annexed to the Report of Directors.
Relations with the employees continued to be cordial throughout the year. YourDirectors place on record their appreciation of the efforts dedication and activeparticipation of employees in various initiatives taken by the company during the yearunder review:
Your Directors express their heartfelt gratitude and thanks to the CompanysBankers Shareholders customers and various Central and State Government Agencies LocalAuthorities for their continued support during the year. Your Directors also wish to placeon record their sincere appreciation of unstinted support and co-operation extended by allthe personnel at various levels of the Organization. Companys growth was madepossible by the hard work solidarity co-operation and support of the employees allalong. Your Directors look forward for the same in the years to come and wish to maintainwhole hearted continuing relationship with all of them.
Statement pursuant to Section 212 of the Companies Act 1956 relating to Companysinterest in subsidiary companies as at 31st March 2014
(Rupees in Lakhs)
Particulars of subsidiaries as at 31.03.2014 in terms of Circular No: 5/12/2007-CL-IIIdt. 8th February 2011 issued by the Ministry of Corporate Affairs Government of IndiaNew Delhi pursuant to Section 212(8) of the Companies Act 1956
(Rs. in Lakhs)