Your Directors presenting their Report on the Business & Operations of your Companyand its working results for the year 2016-17.
1. FINANCIAL RESULTS
All figures in $ Crores except for EPS
| ||Consolidated ||Standalone |
|Details ||Year ended 31-Mar-17 ||Year ended 31-Mar-16 ||Year ended 31-Mar-17 ||Year ended 31-Mar-16 |
|Total Revenues ||0.02 ||3.68 ||0.02 ||3.68 |
|Total Expenses ||(1.73) ||5.02 ||(1.72) ||5.02 |
|Profit before exceptional and extra-ordinary items and tax ||1.74 ||(1.34) ||1.74 ||(1.34) |
|Exceptional items ||0.00 ||0.00 || || |
|Profit before extraordinary items and tax ||1.74 ||(1.17) ||1.74 ||(1.17) |
|Profit before Tax ||1.74 ||(1.17) ||1.74 ||(1.17) |
|Current Tax ||0.00 ||0.00 || || |
|Deferred Tax ||0.00 ||0.00 || || |
|Profit / (Loss) for the year ||1.74 ||(1.17) ||1.74 ||(1.17) |
|Minority Interest paid up equity capital ||12.36 ||12.36 ||12.36 ||12.36 |
|Earning per share (EPS) for the year (Rs) || || || || |
|i) Basic ||1.41 ||(1.05) ||1.41 ||(1.05) |
|ii) Diluted ||1.41 ||(1.05) ||1.41 ||(1.05) |
*Note: Previous year's figures have been reclassified wherever necessary to conform tocurrent year classification.
The Company have accumulated negative reserves as at the year end. Hence no dividendcould be declared for the financial year.
3. BUSINESS UPDATE AND OUTLOOK
With the cessation of the company's businesses in 2011 which were incurring heavylosses and the disposal of RVC Towers the Company has cleared major problems whichaffected the liquidity of the Company. We are grateful to the Company's major shareholderfor standing by the Company and consistently providing management and financial support inorder to allow this process to take place in an orderly manner.
The Board of Directors continue to look for a potential investor who can injectadditional funds and take the company to the growth path.
RESULTS OF OPERATIONS
I - Consolidated Results
During the year your Company on a consolidated basis with all its subsidiaries earnedtotal revenue of $ 0.02 Crores as against $ 3.68 Crores earned during the previous year.The profit before tax during the year is Rs. 1.74 Crores as against Rs. (1.17) Crores forthe previous year.
After taking into account the tax provisions and adjustments for minority interestprior period adjustments and extraordinary items if any the profit for the year is $ 1.74Crores as against a loss of $ (1.17) Crores of the previous year.
II - Standalone Results
During the year your Company on a standalone basis earned total revenue of $ 0.02Crores as against $ 3.68 Crores earned during the previous year. The profit before taxduring the year is $ 1.73 Crores as against $ (1.30) Crores of the previous year.
After taking into account the tax provisions and adjustments the profit for the yearwas $ 1.74 Crores as against a loss of $ (1.30) Crores for the previous year.
4. REVIEW OF SUBSIDIARIES
I - Aspire Communications Private Ltd
The Consolidated results of Aspire including its wholly owned Subsidiary AspirePeripherals Limited have been taken into Company's Consolidated results for the full year.
Aspire on a consolidated basis has reported revenues of $ 97565/-with profit of $95583/- against the consolidated reported revenues of $ 6244 with a profit of $1283604/- of the previous year.
The Company and its subsidiary are in the process of liquidation.
5. CONSOLIDATED RESULTS PUBLICATION
As per Section 129 of the Companies Act 2013 a copy of the Balance Sheet Profit andLoss Account Report of the Board of Directors and the Report of the Auditors of the abovesubsidiary companies have not been attached with the Balance Sheet of the Company. TheCompany will make available these documents upon request in writing to the CompanySecretary at the Registered Office of the Company by any member of the Company interestedin obtaining the same.
However as required under the Listing Agreements with the Stock Exchanges theConsolidated Financial Statements of the Company and all its Subsidiaries as prepared inaccordance with Indian GAAP is enclosed and form part of the Annual Report and Accounts.
Mr. T R Ramasamy resigned as director with effect from 12th August 2016. Mr. VasudevanMahalingam has been appointed as additional director with effect from 12th August 2016.
7. AUDIT RELATED MATTERS 7.1. Audit Committee
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ofand the provision of Section 177(8) read with Rule 6 of the Companies (Meeting of Boardand its Powers) Rules 2014 the company has duly constituted a qualified and independentAudit Committee. The Audit Committee of the Board consisting of three "Non-Executive& Independent Directors" as members having adequate financial and accountingknowledge The composition procedures powers and role/functions of the audit committeeand its terms of reference are set out in the corporate governance report forming part ofthe Board's report.
During the period under review the suggestions put forth by the Audit Committee wereduly considered and accepted by the Board of Directors. There were no instances ofnon-acceptance of such recommendations
7.2. Statutory Auditors
M/s. N.Balasubramanian Associates Chartered Accountants Chennai was re-appointed asStatutory Auditors of the Company at the Annual General Meeting held on 28th September2016 for a period of five years until the conclusion of the 29th Annual General Meeting tobe held in the year 2021. A resolution for ratification of appointment and fixation ofremuneration for the financial year 2017-18 forms part of the agenda of the Annual GeneralMeeting.
7.3. Qualifications in Auditors Report
With reference to auditor's remark in audit report we state as follows:-
1. Note 26 and 27 in the stand alone financial statements which indicate that theStandalone Company has accumulated losses and its net worth has been fully eroded theStandalone Company has incurred a net loss during the current and previous year(s) andthe Stand alone Company's current liabilities exceeded its current assets as at thebalance sheet date. These conditions along with other matters set forth in Note
26 indicate the existence of a material uncertainty that may cast significant doubtabout the Stand alone Company's ability to continue as a going concern.
Our Company is looking for new business opportunities and hence the company has thepotentials and ability to continue as a going concern.
2. Note no. 31 to the standalone financial statement regarding unsecured loans fromAssociate companies amounting to $ 351079977/-.
These are all intercompany transaction and in the opinion of management are notprejudicial to the interest of the Company and at consolidated level they get eliminated
3. Company's Indian subsidiary Aspire Communications P Ltd and it subsidiary Aspireperipherals P Ltd have stopped their operations fully.
These are all intercompany transaction and in the opinion of management are notprejudicial to the interest of the Company and at consolidated level they get eliminated
7.4. Secretarial Audit
M/s.V.S.Sowrirajan & Associates Company Secretaries-in-Practice were appointed asSecretarial Auditor for the financial year 2016-17. The Secretarial Audit Report in FormNo.MR.3 issued by the Secretarial Auditor forms part of the Annual Report as Annexure 1 tothe Board's report.
The Secretarial Auditor has qualified the report with respect to non-compliance offiling forms with Registrar. The Board is taking steps to comply with the requirementswhich have arisen due to technical difficulties / inadvertence.
There are no qualifications or adverse remarks in the Secretarial Audit Report whichrequire any explanation from the Board of Directors.
7.5. Cost Audit
The Company is not required to conduct cost audit.
7.6. Internal Financial Controls
There are adequate internal financial controls in place with reference to the financialstatements. During the year under review these controls were evaluated and no significantweakness was identified either in the design or operation of the controls.
8. POLICY MATTERS
8.1. Nomination and Remuneration Policy
Our Company has constituted a Nomination Remuneration and Governance Committee of theBoard of Directors and formulated a Nomination and Remuneration Policy containing thecriteria for determining qualifications positive attributes and independence of adirector and policy relating to the remuneration for the directors key managerialpersonnel and senior management personnel of the Company. The Nomination and RemunerationPolicy is available on the website of the Company www.calsoftgroup.com and relevantextracts from the Policy are reproduced in Annexure 2 to this report.
The Board affirms that the remuneration paid during financial year 2016-17 to theEmployees and Key Managerial Personnel was as per the Remuneration policy of the Company.
8.2. Risk Management Framework
Pursuant to section 134 (3) (n) of the Companies Act 2013 & in terms of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company have constituted a Risk Management Committee which is entrustedwith the task of monitoring and reviewing the risk management plan and procedures of theCompany. The Company has developed and implemented a risk management framework detailingthe various risks faced by the Company and methods and procedures for identificationmonitoring and mitigation of such risks. The details of the committee and its terms ofreference are set out in the corporate governance report forming part of the Boardsreport. The risk management function is complimentary to the internal control mechanism ofthe Company and supplements the audit function. At present the company has not identifiedany element of risk which may threaten the existence of the company.
8.3. Corporate Social Responsibility Policy
The provisions of Section 135 of the Companies Act 2013 and the rules made there underrelating to Corporate Social Responsibility are not applicable to the Company.
8.4. Vigil Mechanism
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andthe provision of Section 177(9) read with Rule of the Companies (Meeting of Board and itsPowers) Rules 2014 the company has duly established a vigil mechanism for stakeholdersdirectors and employees to report genuine concerns about unethical behavior actual orsuspected fraud or violation of the company's code of conduct or ethics policy. The AuditCommittee of the Company oversee the vigil mechanism. The company affirm that no personnelhas been denied direct access to the Chairman of the Audit Committee.
The Policy also provides for adequate protection to the whistle blower againstvictimization or discriminatory practices. The Policy is available on the website of theCompany at http:// www.calsoftgroup.com.
9. OTHER MATTERS
During the year under review the Company has not issued any debentures. As on datethe Company does not have any outstanding debentures
9.2. Bonus Shares
The Company has not issued any bonus shares during the financial year.
The Company has not accepted any deposits in terms of Chapter V of the Companies Act2013 read with the Companies (Acceptance of Deposit) Rules 2014 during the year underreview and as such no amount on account of principal or interest on public deposits wasoutstanding as of the balance sheet date.
9.4. Transfer to Investor Education and Protection Fund
In compliance of Section 125 of the Companies Act 2013 the dividends pertaining tothe financial year 2007-2008 which were lying unclaimed with the Company was transferredto the Investor Education and Protection Fund during the financial year 2015- 16. TheCompany has not declared any dividend for the year 2008-09 hence there is no requirementof transfer to Investor Education and Protection Fund.
9.5. Human Resources
The Company has only one Employee.
Disclosure containing the names and other particulars of employees in accordance withthe Provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable since the company has only one employee and none of the directors are drawingany remuneration from the company.
No employees of the company drawing remuneration in excess of the limit specified underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
Employee relations continue to be cordial and harmonious at all levels and in alldivisions of the Company. The Board of Directors would like to express their sincereappreciation to all the employees for their continued hard work and stead fast dedication.The Company has only one Employee.
9.6. Corporate Governance
A detailed report on Corporate Governance and a certificate from the Statutory Auditorsaffirming compliance with the various conditions of Corporate Governance as stipulatedunder In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of the Annual Report.
9.7. Code of Conduct
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andCompanies Act 2013 the Company has laid down a Code of Conduct (Code) for all the BoardMembers and Senior Management Personnel of the Company. The Code is also posted on theWebsite of the Company www.calsoftgroup.com. All Board Members and Senior ManagementPersonnel have affirmed their compliance with the Code for the financial year ended 31stMarch 2017. A declaration to this effect signed by Mr. Fredrick Ivor Bendle ManagingDirector forms part of the Corporate Governance Report.
9.8. Management Discussion and Analysis Report
In accordance with the requirements of the Listing Agreement the Management Discussionand Analysis Report titled as Management Report forms part of this Report.
9.9. Extract of Annual Return
In terms of Section 134 of the Companies Act 2013 read with Rules 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return ofthe Company for the financial year 2015-16 is provided in Annexure - 3 to this report.
9.10. Number of Board Meetings
During the year Five (5) Board Meetings were held and details are available in theCorporate Governance Report. The intervening gap between two board meetings was within theperiod prescribed by the Companies Act 2013.
9.11. Particulars of Loans Guarantees and Investments
In terms of Section 134 of the Companies Act 2013 the particulars of loansguarantees and investments given by the Company under Section 186 of the Companies Act2013 is detailed in Notes to Accounts of the Financial Statements.
9.12. Related Party Transactions
During the year the Company has not entered into any contract / arrangement /transaction with a related party which can be considered as material in terms of thepolicy on related party transactions laid down by the Board of Directors. The relatedparty transactions undertaken during the financial year 2016-17 are detailed in Notes toAccounts of the Financial Statements.
Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 in form AOC-2 is appended as Annexure-4 to the Board'sReport.
9.13. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
Since the company is in the Information Technology Enabled Services (ITES) theprovisions relating to conservation of energy and technology absorption are notapplicable. Details of earnings and expenditure in foreign currency are given below:
| ||2016-17 ||2015-16 |
|Foreign Exchange Earnings ||Nil ||Nil |
|Foreign Exchange Outgo (including Capital Goods and Imported Software Packages) ||Nil ||Nil |
9.14. Declaration by Independent Directors
The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that he/she holds the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013 and in terms of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
9.15. Board Evaluation
As required by the Companies Act 2013 and in terms of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has devised a Policy forperformance evaluation of Independent Directors Board Committees and other individualDirectors which includes criteria for performance evaluation of the non-executivedirectors and executive directors.
On the basis of Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors a process of evaluation was followed by theBoard for its own performance and that of its Committees and individual Directors.
9.16. Financial Position and Performance of Subsidiaries Joint Ventures and Associates
In terms of Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the financial position and performance of subsidiaries are givenas an Annexure - 5 to the Consolidated Financial Statements.
As on 31st March 2017 the company has only one subsidiary company namely AspireCommunications Private Limited. There has been no material change in the nature of thebusiness of the subsidiaries. The consolidated financial statement has been prepared inaccordance with the relevant accounting standards and a separate statement containing thesalient features of the financial statement of its subsidiaries and associate in formAOC-1 is attached along with the financial statement of the company.
9.17. Material Changes and Commitments if any affecting the Financial Positionbetween the end of the Financial Year and the date of Report:
There is no such transaction which affects the financial for the year ending and thedate of the report.
9.18. Green initiatives
Electronic copies of the Annual Report 2016-17 and Notice of the Twenty Fifth AnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany / Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2017 and the Notice of the Twenty fifthAnnual General Meeting are sent in the permitted mode. Members requiring physical copiescan send a request to the Company.
9.19. Additional Information to Shareholders
All important and pertinent investor information such as financial results investorpresentations press releases new launches and project updates are made available on theCompany's website (www.calsoftgroup.com) on a regular basis.
10 DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 your Company complied with the compliance requirements and the details ofcompliances under Companies Act 2013 are enumerated below:
Your Directors confirm the following that:
(i) In preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
(ii) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period;
(iii) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(iv) The directors had prepared the annual accounts on a going concern basis.
(v) Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively.
(vi) Proper systems were in place so as to ensure compliance with the provisions of allapplicable laws and were adequate and operating effectively.
11 Key Managerial Personnel
The Key Managerial Personnel of the Company are: a. Mr. Frederick Ivor Bendle -Managing Director b. Mr. Jitendra Kumar Pal - Company Secretary
12 Transfer of Share
The Board takes on record transfer of 2886937 shares dated 03rd August 2017 betweenKemoil Limited and Mr. Vinayak Gopalkrishna Kudva as a result of share purchase agreementbetween them.
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/ associates and Government and regulatory authorities in Indiaand other countries of operation for their consistent support and encouragement to theCompany and look forward to their continued support during the coming years. YourDirectors place on record their appreciation for the valuable contribution made by theemployees at all levels.
| ||For and on behalf of the Board of Directors || |
|Chennai ||Fredridk Ivor Bendle ||Dr. P J George |
|14th August 2017 ||Managing Director & CEO ||Director |