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Essar Teleholdings Ltd.

BSE: 523267 Sector: Financials
NSE: N.A. ISIN Code: INE317C01016
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Essar Teleholdings Ltd. (ESSARTELEHOLD) - Director Report

Company director report

ESSAR TELEHOLDINGS LIMITED ANNUAL REPORT 2010-2011 DIRECTOR'S REPORT Your Directors are pleased to present the 29th Annual Report and Audited Accounts for the period ended March 31st, 2011. 1. Financial Results (Amount in ) Particulars For the period ended For the period ended March 31, 2011 March 31, 2010 Income 8,72,12,490 15,09,18,750 Less: Expenditure 10,58,76,545 15,30,98,707 Profit / (Loss) for the period before tax (1,86,34,055) (21,79,957) Provision for tax (including adjustments for earlier years) (93,160) (2,38,371) Profit / (Loss) for the period after tax (1,87,27,215) (24,18,328) Balance brought forward from previous period (15,27,24,048) (15,03,05,720) Balance carried to Balance Sheet (17,14,51,263) (15,27,24,048) Your Directors do not recommend any dividend for the year. 2. Directors Mr. Amit Gupta retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Mr. Shishir Agrawat and Mr. N.B. Vyas continue to be Directors of the Company. 3. Directors Responsibility Statement Pursuant to requirements under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:- (i) that the preparation of annual accounts for the financial period ended on March 31st, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period and of the loss of the Company for period under review; (iii) that the Directors had 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; (iv) that the Directors had prepared the accounts for the financial period ended on March 31st, 2011 on a going concern basis. 4. Auditors M/s. Nisar a Kumar, Chartered Accountants, hold office until the conclusion of forthcoming Annual General Meeting and being eligible, offers themselves for reappointment. The Company has received an intimation to the effect that their reappointment, if done, will be within the limits laid down under section 224 (1B) of the Companies Act, 1956. There are no audit qualifications or adverse remarks contained in the auditor's report to the members on the accounts of the Company for the period ended March 31, 2011. 5. Particulars of Employees The disclosure as required under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is not required as there are no employees covered by it. 6. Particulars Regarding Conservation of Energy. Technology Absorption and Foreign Exchange Earning and Outgo Considering the nature of activities of your Company, the information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 relating to Energy Conservation, Technology Absorption may be treated as NIL since your Company is not a manufacturing Company. The Company had no Foreign Exchange Earning or Outgo during the period under review. 7. Subsidiary Companies As on March 31st, 2011, Essar Telecom Holdings Overseas Pvt. Ltd. and Essar Telecommunications Holdings Pvt. Ltd. ('ETHPL') were subsidiaries of your Company. ETHL Communications Holdings Ltd., subsidiary of ETHPL was also subsidiary of your Company pursuant to section 4(1)(c) of the Companies Act, 1956. During the current financial year ETHPL amalgamated India Securities Ltd. ('ISL') vide order dated April 21, 2011 passed by Hon'ble Madras High Court and pursuant to Scheme of Amalgamation, ISL has allotted 50,85,30,000 equity shares and became subsidiary of your Company. It may also be noted that ISL has been ceased to be subsidiary of the Company consequent to sale of shares during the current financial year. A statement under section 212 of the Companies Act, 1956 in respect of the above subsidiary and copies of the audited accounts and all other documents referred under the said section for the financial year ended on March 31st, 2011 are attached herewith. 8. Holding Company Your Company continues to be wholly owned subsidiary of Kroner Investments Limited, which in turn is wholly owned subsidiary of Girishan Investment Limited, the ultimate holding Company. 9. Fixed Deposits The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company. 10. Acknowledgement Your Directors wish to place on record their appreciation for the various departments of Central and State Governments for their continued cooperation and support. For and on behalf of the Board of Directors Place: Mumbai Date: September 1, 2011 Director Director