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Directors Report of Anjani Foods Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of the Company together with audited Annual Accounts for the year ended 31st March 2014.

Financial results

(Rs. in lakhs)

Consolidated Particulars Year ended

31-03-2014 31-03-2013

Total income 2227.21 1783.60

Operating profit before interest, depreciation and tax 74.92 181.36

Interest and financial charges 70.34 105.47

Depreciation 60.80 53.57

Profit before taxation (56.22) 22.32

Provisions for taxation 33.39 20.39

Profit/(Loss) after taxation (89.61) 42.72

Transfer to General Reserves - -

Provision for dividend - -

Provision for dividend tax - -

Balance carried to Balance Sheet (89.61) 42.72

(Rs. in lakhs)

Standalone Particulars Year ended

31-03-2014 31-03-2013

Total income 72.44 110.35

Operating profit before interest, depreciation and tax (09.91) 72.91

Interest and financial charges 17.43 56.85

Depreciation 12.51 12.50

Profit before taxation (39.85) 3.56

Provisions for taxation 32.42 33.94

Profit/(Loss) after taxation (72.27) 37.50

Transfer to General Reserves - -

Provision for dividend - -

Provision for dividend tax - -

Balance carried to Balance Sheet (72.27) 37.50

RESULTS OF OPERATIONS

Your Company is planning to expand into Dairy Products, Snack Food, and Beverages Segment, in addition to Bakery Products, so as to complement the retail sale. Your Company is strengthening its retail presence by doubling the outlets in the next 24 months.

OUTLOOK

The Company will strive to have a strong presence in the area of Food Processing. Efforts will be taken to adopt innovative manufacturing and marketing practices by enhancing the product value

SHARE CAPITAL

The paid-up Share Capital of your Company stands at Rs. 4,00,00,000/- (Rupees Four Crore only) as on 31st March, 2014.

SUBSIDIARIES

We have one subsidiary Company i.e. M/s. Sai Aditya Foods and Retail Private Limited. As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'' Report, Balance Sheet and Profit and Loss Account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided and exemption to Companies from complying with Section 212, provided such Companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2013-14 does not contain the financial statements of your subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office.

The statement pursuant to Section 212 of the Company''s Act, 1956 and as per Accounting Standard - 21, containing details of subsidiary of the Company M/s. Sai Aditya Foods and Retail Private Limited forms part of the Annual Report.

OPERATIONS AND FUTURE PLANS

The Company could carry normal activities during the financial year under consideration. As your are aware of that the Company has acquired a profit making unit in the food industry as a subsidiary company. To serve the shareholders in the long run on a consistent basis, now the Company has started the merger procedure with the subsidiary company.

FUTURE OUTLOOK

A note on the future outlook of our Company is presented under Management Discussion and Analysis which forms part of this report.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposit) Rules, 1975and, as such; no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS:

In accordance with the provisions of Section 255 & 256 the Companies Act, 1956 and the Articles of Association of the Company, Sri R. Ravichandran, shall retire by rotation and being eligible offers himself for re-appointment.

As per the provisions of section 149 of the Companies Act, 2013, Independent Directors of the Company are not liable to retire by rotation and the Board proposes to appoint the Independent Directors for a period of five years as per the said provisions.

CHANGE OF NAME OF THE COMPANY:

The Directors trust that the change of the Name will be beneficial to the company and recommended to obtain the consent of members by way of Special Resolution(s). The Board of Directors of the Company has approved the resolution for change of name of the Company on 24th March, 2014 and ROC has reserved the name ''ANJANI FOODS LIMITED'' vide letter dated 23rd July 2014, under Section 4 of the Companies Act, 2013. A resolution in this context is included in the Notice of the Annual General meeting. Under Section 18 of the Companies Act, 1956, the Company has already altered the object clause of the Memorandum of Association of the Company on 2nd February 2013, by way of postal ballot and registered with Registrar of Companies, Hyderabad on 18th day of March, 2013.

GREEN INITIATIVE WITH RESPECT TO CORPORATE GOVERNANCE:

As per the provisions of Rule 11 of Chapter 9 (Companies (Accounts) Rules, 2014 and other applicable provisions of the Companies Act 2013 members those who are having their e-mail ID''s registered and who hold shares in Dematerialized Form soft copies of the 30th Annual Report of the Company shall be sent by e-mail. Physical copies shall be sent to those investors who are not having their e-mail ID''s registered and to those who hold shares in physical form. A copy of the 30th Annual Report shall be sent by post to those members who make a specific request for physical copy. Hence members are requested to send their email-ID''s to the Registrar and Share Transfer Agent / to the Company for proper correspondence.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed hereto.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS - 21 on Consolidated Financial Statements read with Accounting Standard AS - 23 on Accounting for Investment in Associates and with reference in terms of Clause 32 and 41 of the Listing Agreement, your Directors provide the Audited Consolidated Financial Statements in the Annual Report

The Auditors'' Report to the Board of Directors does not contain any qualifications.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors accepts responsibility for integrity and objectivity of the financial statements. The Board has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Director''s responsibility statement, it is hereby confirmed:

1. That in the preparation of the accounts for the year ended 31st March, 2014 the applicable accounting standards have been followed.

2. That such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the financial year ended 31st March, 2014 and of the loss of the Company for that year.

3. The 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.

4. That the annual accounts for the year ended 31st March 2014, have been prepared on a going concern basis.

CORPORATE GOVERNANCE

We continue to be a pioneer in benchmarking our corporate governance policies with the best in the world. Our efforts are widely recognized by the investors. We have documented our internal policies on corporate governance in line with the committee''s recommendations. Our code of conduct was updated to make it relevant and responsive to the changing needs of our business. A separate section of Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

AUDITORS:

M/s. Bhaskara Rao & Co., Chartered Accountants, who are the Auditors of the Company, retire at the close of the ensuing Annual General Meeting and being eligible offer them-selves for re-appointment. The Company has received a certificate from them to the effect that their re - appointment, if made, would be within the limits prescribed under Section 224(1) of the Companies Act, 1956 and in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

The notes to the accounts referred to in the Auditor''s Report are self - explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There are no employees in the organization coming under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended.

PERSONNEL

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. The relationship between the management and staff was very cordial throughout the year under review. Your directors take the opportunity to record their appreciation for the co operation and loyal services rendered by the employees.

COMPLIANCE CERTIFICATE

The Company has obtained a compliance certificate in accordance with the provisions of Section 383A of the Companies Act, 1956. The certificate is attached there to.

The Company is in the process of identifying a suitable candidate for appointing as a Company Secretary as one of the Key Managerial Personnel under Section 203 of the Companies Act, 2013.

COMPANIES (DISCLOSURE OR PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

A. Conservation of Energy (a to d) : Not Applicable

B. Technology absorption (e) : Not Applicable

C. Foreign Exchange Earnings and outgo

f) Activities relating to exports : Not Applicable

g) Total Foreign exchange used and Earned foreign exchange outgo : Nil

ACKNOWLEDGEMENTS

We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board of Directors thanks the Company''s customers, vendors, investors, business associates, bankers and academic institutions for their support to the Company.

The Directors also thank the Government of India, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation.

The Directors appreciate and value the contributions made by every member of the Company across the world.

The Directors wish to place on record their sincere appreciation of the dedicated services rendered by all the employees of the Company.

By order of the Board

Place : Hyderabad K.V. Vishnu Raju Date : 29th May 2014 Chairman


Mar 31, 2013

The Members of M/s. Raasi Enterprises Limited

The Directors have pleasure in presenting the 29th Annual Report of the Company together with audited Annual Accounts for the year ended 31st March 2013.

Financial results

(Rs. in lakhs) Consolidated Standalone Particulars Year ended Year ended 31-03-2013 31-03-2012 31-03-2013 31-03-2012

Total income 1649.45 1426.78 110.35 105.82

Operating profit before interest, depreciation and tax 181.09 173.09 72.91 75.92

Interest and financial charges 105.47 86.36 56.85 58.04

Depreciation 53.57 43.66 12.50 12.76

Profit before taxation 22.32 43.07 3.56 5.12

Provisions for taxation 20.39 15.39 33.94 2.53

Profit after taxation 42.72 27.68 37.50 2.59

Less: Minority interest 1.36 6.54 - -

Transfer to General Reserves - - - -

Provision for dividend - - - -

Provision for dividend tax - - - -

Surplus carried to Balance Sheet 41.36 21.14 37.50 2.59

Results of operations

Effective operations are instrumental in driving the success of any organization. Our company has continued to show robust triple digit growth with Sales up from Rs. 13.00 Crs to Rs.16.49 Crs giving us a strong 27% increase. Our goal is to increase EBIDTA margins in the long run though we are prepared to sacrifice margins on the short run in exchange for more rapid growth. Detailed planning coupled with a strong financial base, forms the elixir of success. The strength of our financials imparts confidence in our actions that lead us to our success. We continue to explore innovative financing routes that can optimise the financial engineering of our growth.

Outlook

We will strive to build customer and market delight, develop collaborative solutions and incubate disruptive solutions in the coming years. We constantly recognize the need to reinvent ourselves; as a result we continue to refine our operational processes while infusing greater efficiency into our systems. These measures enable us to offer exemplary service to our guests and make us what we are today.

Share Capital

The paid-up Share Capital of your Company stands at Rs.4,00,00,000/- (Rupees Four Crore only) as on 31st March, 2013.

SUBSIDIARIES

We have one subsidiary Company i.e. M/s. Sai Aditya Foods and Retail Private Limited. As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'' Report, Balance Sheet and Profit and Loss Account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/ 2011 dated February 8, 2011 has provided and exemption to Companies from complying with Section 212, provided such Companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2012-13 does not contain the financial statements of your subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office.

The statement pursuant to Section 212 of the Company''s Act, 1956 and as per Accounting Standard - 21, containing details of subsidiary of the Company M/s. Sai Aditya Foods and Retail Private Limited forms part of the Annual Report.

OPERATIONS AND FUTURE PLANS

The Company could carry normal activities during the financial year under consideration. As your are aware of that the Company has acquired a profit making unit in the food industry as a subsidiary company. To serve the shareholders in the long run on a consistent basis, now the Company is planning to merge with the subsidiary company. It has prepared a plan of action for merging with subsidiary company.

FUTURE OUTLOOK

A note on the future outlook of our Company is presented under Management Discussion and Analysis which forms part of this report.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposit) Rules, 1975and, as such; no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS:

In accordance with the provisions of Section 255 & 256 the Companies Act, 1956 and the Articles of Association of the Company, Sri. P.V.R.L.Narasimha Raju and Sri. S.Ram Kumar shall retire by rotation and being eligible offer themselves for re-appointment.:

GREEN INITIATIVE WITH RESPECT TO CORPORATE GOVERNANCE:

As per the circular no. 18/2011 issued by The Ministry of Corporate Affairs with respect to the Green Initiative in the Corporate Governance members those who are having their e-mail ID''s shall be sent the soft copies of the 29th Annual Report of the Company by e-mail. Physical copies shall be sent to those investors who are not having their e-mail ID''s. A copy of the 29th Annual Report shall be sent by post to those members who make a specific request for physical copy.

In addition to that the soft copies of the Annual Report in electronic mode are posted on the website of the company. News paper advertisement about the availability of the same is made in both English and Telugu News paper in compliance with circular no. 18/2011 issued by Ministry of Corporate Affairs.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed hereto.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS - 21 on Consolidated Financial Statements read with Accounting Standard AS - 23 on Accounting for Investment in Associates and with reference in terms of Clause 32 and 41 of the Listing Agreement, your Directors provide the Audited Consolidated Financial Statements in the Annual Report

The Auditors'' Report to the Board of Directors does not contain any qualifications.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors accepts responsibility for integrity and objectivity of the financial statements. The Board has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Director''s responsibility statement, it is hereby confirmed:

1. That in the preparation of the accounts for the year ended 31st March, 2013 the applicable accounting standards have been followed.

2. That such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the financial year ended 31st March, 2013 and of the loss of the Company for that year.

3. The 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.

4. That the annual accounts for the year ended 31st March 2013, have been prepared on a going concern basis.

CORPORATE GOVERNANCE

We continue to be a pioneer in benchmarking our corporate governance policies with the best in the world. Our efforts are widely recognized by the investors. We have documented our internal policies on corporate governance in line with the committee''s recommendations. Our code of conduct was updated to make it relevant and responsive to the changing needs of our business. A separate section of Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

AUDITORS:

M/s. Bhaskara Rao & Co., Chartered Accountants, who are the Auditors of the Company, retire at the close of the ensuing Annual General Meeting and being eligible offer them-selves for re-appointment. The Company has received a certificate from them to the effect that their re - appointment, if made, would be within the limits prescribed under Section 224(1) of the Companies Act, 1956.

The notes to the accounts referred to in the Auditor''s Report are self - explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There are no employees in the organization coming under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended.

PERSONNEL

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. The relationship between the management and staff was very cordial throughout the year under review. Your directors take the opportunity to record their appreciation for the co operation and loyal services rendered by the employees.

CERTIFICATE

The Company has obtained a compliance certificate in accordance with the provisions of Section 383A of the Companies Act, 1956. The certificate is attached there to.

COMPANIES (DISCLOSURE OR PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

A. Conservation of Energy (a to d) : Not Applicable

B. Technology absorption (e) : Not Applicable

C. Foreign Exchange Earnings and outgo

f) Activities relating to exports : Not Applicable

g) Total Foreign exchange used and

Earned foreign exchange outgo : Nil

ACKNOWLEDGEMENTS

We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board of Directors thank the Company''s customers, vendors, investors, business associates, bankers and academic institutions for their support to the Company.

The Directors also thank the Government of India, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation.

The Directors appreciate and value the contributions made by every member of the Company across the world.

The Directors wish to place on record their sincere appreciation of the dedicated services rendered by all the employees of the Company.



By order of the Board

Place : Hyderabad K.V.Vishnu Raju

Date : 28.05.2013 Chairman


Mar 31, 2012

To The Members of M/s. Raasi Enterprises Limited

The Directors have pleasure in presenting the 28th Annual Report of the Company together with audited Annual Accounts for the year ended 31st March 2012.

Financial results

(Rs in lakhs) Consolidated Standalone

Particulars Year ended Year ended 31-03-2012 31-03-2011 31-03-2012 31-03-2011

Total income 1426.78 1299.59 105.82 99.63

Operating profit before interest, depreciation and tax 173.09 146.60 75.92 67.30

Interest and financial charges 86.36 54.92 58.04 25.64

Depreciation 43.66 42.57 12.76 12.70

Profit before taxation 43.07 49.11 5.12 28.96

Provisions for taxation 15.39 13.16 2.53 8.73

Profit after taxation 27.68 35.95 2.59 20.23

Less: Minority interest 6.54 4.10 - -

Transfer to General Reserves - - - -

Provision for dividend - - - -

Provision for dividend tax - - - -

Surplus carried to Balance Sheet 21.14 31.85 2.59 20.23



Results of operations

Effective operations are instrumental in driving the success of any organization. Our company has continued to show robust triple digit growth with Sales up from Rs.11.80 Crsto 713.00 Crs giving us a strong 15% increase. Our goal is to increase EBIDTA margins in the long run though we are prepared to sacrifice margins on the short run in exchange for more rapid growth. Detailed planning coupled with a strong financial base, forms the elixir of success. The strength of our financials imparts confidence in our actions that lead us to our success. We continue to explore innovative financing routes that can optimise the financial engineering of our growth.

Outlook

We will strive to build customer and market delight, develop collaborative solutions and incubate disruptive solutions in the coming years. We constantly recognize the need to reinvent ourselves; as a result we continue to refine our operational processes while infusing greater efficiency into our systems. These measures enable us to offer exemplary service to our guests and make us what we are today.

Share Capital

The paid-up Share Capital of your Company stands at Rs.4,00,00,000/- (Rupees Four Crore only) as on 31st March, 2012.

SUBSIDIARIES

We have one subsidiary Company i.e. M/s. Sai Aditya Foods and Retail Private Limited. As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided and exemption to Companies from complying with Section 212, provided such Companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2011-12 does not contain the financial statements of your subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request.

These documents will also be available for inspection during business hours at our registered office.

The statement pursuant to Section 212 of the Company's Act, 1956 and as per Accounting Standard - 21, ' containing details of subsidiary of the Company M/s. Sai Aditya Foods and Retail Private Limited forms part of the Annual Report.

OPERATIONS AND FUTURE PLANS

The Company could carry normal activities during the financial year under consideration. As your are aware of that the Company has acquired a profit making unit in the food industry as a subsidiary company. To serve the shareholders in the long run on a consistent basis, now the Company is planning to merge with the subsidiary company. It has prepared a plan of action for merging with subsidiary company.

FUTURE OUTLOOK

A note on the future outlook of our Company is presented under Management Discussion and Analysis which forms part of this report.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposit) Rules, 1975and, as such; no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS:

In accordance with the provisions of Section 255 & 256 the Companies Act, 1956 and the Articles of Association ofthe Company, Sri K.V.Vishnu Raju and Sri K.Hari Babu shall retire by rotation and being eligible offer themselves for re-appointment.:

GREEN INITIATIVE WITH RESPECT TO CORPORATE GOVERNANCE:

As per the circular no. 18/2011 issued by The Ministry of Corporate Affairs with respect to the Green Initiative in the Corporate Governance members those who are having their e-mail ID's shall be sent the soft copies ofthe 28th Annual Report of the Company by e-mail. Physical copies shall be sent to those investors who are not having their e-mail Id's. A copy of the 28th Annual Report shall be sent by post to those members who make a specific request for physical copy.

In addition to that the soft copies of the Annual Report in electronic mode are posted on the website of the company. News paper advertisement about the availability of the same is made in both English and Telugu News paper in compliance with circular no. 18/2011 issued by Ministry of Corporate Affairs.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed hereto.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS - 21 on Consolidated Financial Statements read with Accounting Standard AS - 23 on Accounting for Investment in Associates and with reference in terms of Clause 32 and 41 of the Listing Agreement, your Directors provide the Audited Consolidated Financial Statements in the Annual Report

The Auditors' Report to the Board of Directors does not contain any qualifications.

DIRECTORS' RESPONSIBILITY STATEMENT "

The Board of Directors accepts responsibility for integrity and objectivity of the financial statements. The Board has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with , the provisions of the Companies Act, 1956. Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Director's responsibility statement, it is hereby confirmed:

1. That in the preparation of the accounts for the year ended 31st March, 2012 the applicable accounting standards have been followed.

2. That such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the financial year ended 31st March, 2012 and of the profit of the Company for that year.

3. The 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.

4. That the annual accounts for the year ended 31st March 2012, have been prepared on a going concern basis.

CORPORATE GOVERNANCE

We continue to be a pioneer in benchmarking our corporate governance policies with the best in the world. Our efforts are widely recognized by the investors. We have documented our internal policies on corporate governance in line with the committee's recommendations. Our code of conduct was updated to make it relevant and responsive to the changing needs of our business. A separate section of Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

AUDITORS:

M/s. Bhaskara Rao & Co., Chartered Accountants, who are the Auditors of the Company, retire at the close of the ensuing Annual General Meeting and being eligible offer them-selves for re-appointment. The Company has received a certificate from them to the effect that their re - appointment, if made, would be within the limits prescribed under Section 224(1) of the Companies Act, 1956.

The notes to the accounts referred to in the Auditor's Report are self explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There are no employees in the organization coming under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended.

PERSONNEL

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. The relationship between the management and staff was very cordial throughout the year under review. Your directors take the opportunity to record their appreciation for the co operation and loyal services rendered by the employees.

COMPANIES (DISCLOSURE OR PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

A. Conservation of Energy (a to d) : Not Applicable

B. Technology absorption (e) : Not Applicable

C. Foreign Exchange Earnings and outgo

f) Activities relating to exports : Not Applicable

g) Total Foreign exchange used and

Earned foreign exchange outgo : Nil

ACKNOWLEDGEMENTS

We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board of Directors thank the Company's customers, vendors, investors, business associates, bankers and academic institutions for their support to the Company.

The Directors also thank the Government of India, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation.

The Directors appreciate and value the contributions made by every member of the Company across the world.

The Directors wish to place on record their sincere appreciation of the dedicated services rendered by all the employees of the Company.



By order of the Board

Place: Hyderabad R.Ravichandran

Date : 14.08.2012 Wholetime Director

 
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