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Directors Report of Elnet Technologies Ltd.

Mar 31, 2016

The Directors have great pleasure in presenting the TWENTY FIFTH Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31.03.2016.

Members would be happy to note that your company has had a successful year of operation, which resulted in an after tax profit of Rs.644.61 Lakhs.

OPERATIONs

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2016:-

For the year ended For the year ended sl. Particulars 31.3.2016 31.3.2015 No. Rs, in lakhs Rs, in lakhs

1. Gross Income 2414.35 2330.04

2. Profit Before Interest and Depreciation 1396.05 1338.39

3. Profit Before Depreciation 1396.05 1338.39

4. Provision for Depreciation 416.27 491.00

5. Net Profit Before Tax 979.78 847.39

6. Provision for Tax 335.17 284.69

7. Net Profit After Tax 644.61 562.70

8. Balance of Profit brought forward 1799.70 1504.40

9. Balance available for appropriation 2444.31 2067.10

10. Proposed Dividend on Equity Shares 68.00 56.00

11. Tax on proposed Dividend 13.84 11.40

12. Transfer to General Reserve 200.00 200.00

13. Surplus carried to Balance Sheet 2162.47 1799.70

THE STATE OF THE COMPANY''S AFFAIRS :

During the year 2015-16, there was no significant change in the Business model of the company.

DIVIDEND

Your Directors are pleased to record the completion of 25 years of operations of the company and to commemorate the occasion, recommend an exclusive one time dividend of 3% in addition to the dividend of 14%. Thus, your Directors hereby recommend an overall Dividend of 17% on the Equity Share Capital of the Company for the year ended March 31, 2016. The dividend, if approved by the Shareholders will be paid out of the profits of the Company for the year to all those equity shareholders whose names appear in the Register of Members of the Company as on 08th June 2016, being the record date.

TRANSFER TO RESERVE

The Board after apportioning the appropriate amounts to Dividend, approved the transfer of Rs.200 lakhs to General Reserves.

FUTURE PROSPECTS

Your Company currently enjoys 100% occupancy level. There is no proposal for any further expansion at this moment.

SUBSIDIARY COMPANY

The statement pursuant to Sec 129 of the Companies Act, 2013, containing the relevant details of the Company''s subsidiary is attached. As the Company is yet to commence its operations, performance report of this subsidiary is not applicable.

BOARD MEETING

The Board of Directors met 5 times during this financial year. The dates of the meetings were as follows:

1) 22.05.2015 2) 29.07.2015 3) 30.10.2015

4) 29.01.2016 5) 24.03.2016

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review the following Director was appointed:

Date of appointment Name Designation

30.10.2015 Thiru P. Manivanan Nominee Director

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 and the Cost Audit Rules 2014 thereof, our company does not fall within the threshold limit prescribed for Cost Auditing.

CORPORATE GOVERNANCE

Your Company follows the principles of effective Corporate Governance Practices. The Company has taken steps to comply with Corporate Governance as per the applicable regulations of SEBI (Listing Obligations And Disclosure Requirements) Regulations,2015. This Report is available under the heading "Report on Corporate Governance" and forms part of this Annual Report.

The Management Discussion and Analysis Report also form part of this Annual Report.

Also a Report on Annual returns Extracts in MGT-9, Declaration from Independent Directors on Annual basis and AOC-2 Related party Transactions Disclosures are being annexed as part of this Annual Report.

LISTING OF SHARES

Your Company''s share is listed presently in BSE Limited.

DEMATERIALISATION OF EQUITY SHARES

As on 31.03.2016, 37,53,635 numbers of equity shares are held in Dematerialized Form, which constitutes 93.84% of total shareholding.

ACCEPTANCE OF FIXED DEPOSITS

The company has not invited and accepted Fixed Deposits from the public during the Financial year.

DIRECTORS

Under the provisions of the Articles of Association of the Company, one of your Director Thiru J.Ravi, retires by rotation at the forth coming Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Sec. 134 clause (c) of sub-section (3) of the Companies Act, 2013, the Directors confirm:

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the directors have prepared the annual accounts on a going concern basis; and

(e) that the directors, in the case of a listed company, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

None of the non-executive directors holds any share/convertible instruments in the company

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has contributed funds of Rs. 2,50,000/- and Rs.14,26,000/- towards Rural Development Organization (R.D.O Trust) and Cancer Institute, Adyar, Chennai, respectively. The Annual Report on CSR activities is annexed herewith as: Annexure III.

AUDITORS

M/s S.H. Bhandari & Co. Chartered Accountants, Chennai, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and have expressed their willingness to continue as auditors of the company for the financial year 2016-17. Necessary special resolution has been proposed for appointing them as auditors pursuant to Sec 139 of the Companies Act, 2013. There is no qualification, reservation or adverse remark or disclaimer made by the Auditor.

INDUSTRIAL RELATIONS

Industrial relations, during the period under review, continued to remain cordial.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration, which in the aggregate exceeded the limits fixed under Section 134 of the Companies Act, 2013..

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the company is not an industrial undertaking, particulars with regard to conservation of energy and technology absorption required to be given under these heads in accordance with the provisions of Section 134 of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

EARNINGS IN FOREIGN EXCHANGE: NIL

EXPENSES INCURRED IN FOREIGN CURRENCY DURING THE YEAR: NIL

BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR

The Company has its operations in one location, and there is no significant change in the business model.

SHARE CAPITAL

During the year under review, your Company has not issued any type of Share capital.

FORMAL ANNUAL EVALUATION

The Company being IT Infra Structure provider and established in the year 1990 continued to operate on profitable basis year by year. Since, during the year, the IT industry had a moderate growth, the profits of the company is also on desired level.

VIGIL MECHANISM (Whistle Blower Policy)

As per Section 177 of the Companies Act, 2013, your company has a well-established vigil policy.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report given by M/s, B.P Associates, Practicing Company Secretaries is being annexed in MR 3 Form. There is no qualification, reservation or adverse remark or disclaimer made by the Company Secretary in Practice in the Secretarial Audit Report.

PARTICULARS OF LOANS, INVESTMENT OR GUARANTEES

During the year under review, your Company has not provided any loans or Guarantees. The company has invested in "AXIS HYBRID FUND SERIES 27" which is a close ended mutual fund for a value of Rs.4.00 crores, which is well within the threshold limits as per the provisions of the Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

Risk Management Policy has been discussed under the head "CORPORATE GOVERNANCE REPORT" which is annexed to this.

Disclosure as required under section 22 of sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

MATERIAL CHANGES

During the year under review, your Company does not have any material changes in its financial position.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with related parties were in the ordinary course of business. There were no material related party transactions i.e transactions entered into during the year. Accordingly, there are no transactions that are required to be reported in Form AOC 2. None of the Directors nor the Key Managerial Personnel have any pecuniary relationships or transactions vis-à-vis the Company. The policy on Related Party Transactions as approved can be accessed through we blink http: // www.elnettechnologies.com/ Document / Related%20 Party%20Transaction%20policy.pdf

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Regulation 33 of the SEBI (LODR), Regulations 2015, the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with Auditors'' Report form part of the Annual Report. The Company has opted to publish the consolidated financial only for the financial year ended 31st March and for the quarter ended financials, only the standalone financials have been published.

Significant & Material Orders passed by the Regulators or Courts

There have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Company''s operations. However, members'' attention is drawn to the statement on contingent liabilities and commitments in the notes forming part of the Financial Statements.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere thanks to the Government of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., State Bank of India, Industrial Finance Branch, Chennai, Canara Bank, Tidel Park Branch, Axis Bank, Thiruvanmiyur Branch and the Company''s customers for their support and co-operation extended during the year. Your Directors also wish to place on record their appreciation for the good work put in by the employees of your Company.

For and on behalf of the Board of Directors,

Place : Chennai TMT. UNNAMAlAI THIAGARAJAN THIRU P.MANIVANNAN

Date : 06.05.2015 MANAGING DIRECTOR DIRECTOR DIN : 00203154 DIN : 07323312


Mar 31, 2014

The Directors have great pleasure in presenting the TWENTY THIRD Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31.03.2014.

Members would be happy to note that your company has had a successful year of operation, which resulted in an after tax profit of Rs. 583.90 Lakhs.

OPERATIONS

The highlights of the Financial Results of your Company are as under:-

For the year ended For the year ended Sl.

Particulars 31.3.2014 31.3.2013 No. Rs. in Lakhs Rs. in Lakhs

1 Income from operations 2156.19 2115.57

2 Non-operating income 97.61 53.64

Total expenditure (including financial

3 2253.80 1367.18 charges and Depreciation)

4 Profit before Taxes 864.59 802.03

5 Provision for deferred tax (24.31) (16.87)

6 Provision for current tax 305.00 280.00

7 Net Profit 583.90 538.90

8 Dividend & tax thereon 65.52 65.52

9 Transfer to General Reserve 200.00 200.00

10 Balance carried forward to Balance Sheet 318.38 273.38

11 Paid up Equity Share Capital 400.00 400.00

DIVIDEND

Your Directors are pleased to recommend a dividend of 14% on the Equity Share Capital of the Company for the year ended March 31, 2014. The dividend, if approved by the Shareholders will be paid out of the profits of the Company for the year to all those equity shareholders whose names appear on the Register of Members of the Company as on 17th July 2014, being the record date.

FUTURE PROSPECTS

Your Company currently enjoys 100% occupancy level. There is no proposal for any further expansion at this moment.

SUBSIDIARY COMPANY

The statement pursuant to Sec 129 of the Companies Act, 2013, containing the relevant details of the Company''s subsidiary is attached.

COST AUDITOR

Pursuant to Section 233(B)(2) of the Companies Act, 1956, the Board of Directors on the recommendation of the Audit Committee, appointed Shri P Raju Iyer, a Cost Accountant, as Cost Auditor of the Company

CORPORATE GOVERNANCE

Your Company follows the principles of effective Corporate Governance Practices. The Company has taken steps to comply with the revised Clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance is given under separate section titled "Report on Corporate Governance" and forms part of the Annual Report.

The Management Discussion and Analysis Report also form part of the Annual Report.

LISTING OF SHARES

Your Company''s shares are listed presently in Madras Stock Exchange Limited and Bombay Stock Exchange Limited. Also, the Company''s shares are traded on the National Stock Exchange.

DEMATERIALISATION OF EQUITY SHARES

As on 31.03.2014, 37,43,736 numbers of equity shares are held in Dematerialized Form, which constitutes 93.59% of total shareholding.

FIXED DEPOSITS

The company has not invited and accepted Fixed Deposits from the public.

DIRECTORS

Under the provisions of the Articles of Association of the Company two of your Directors Thiru J. Ravi and Dr. V Dharmalingam retire by rotation at the forth coming Annual General Meeting. Both of them, being eligible, offer themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Sec. 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors confirm:

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) that the directors had selected such accounting policies and applied them consistently and 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 at the end of the financial 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 of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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; and

(e) that the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

M/s S.H. Bhandari & Co. Chartered Accountants, Chennai, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and have expressed their willingness to continue as auditors of the company for the ensuing financial year. Necessary special resolution has been proposed for appointing them as auditors pursuant to Sec 139 of the Companies Act, 2013.

INDUSTRIAL RELATIONS

Industrial relations, during the period under review, continued to remain cordial.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration, which in the aggregate exceeded the limits fixed under Section 134 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the company is not an industrial undertaking, particulars with regard to conservation of energy and technology absorption required to be given under these heads in accordance with the provisions of Section 134 of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

EARNINGS IN FOREIGN EXCHANGE : NIL

EXPENSES INCURRED IN FOREIGN CURRENCY DURING THE YEAR : NIL

ACKNOWLEDGEMENT

Your Directors wish to express their sincere thanks to the Government of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., State Bank of India, Industrial Finance Branch, Chennai, Canara Bank, Chennai, Axis Bank, Chennai Main Branch and the Company''s customers for their support and co-operation extended to the Company. Your Directors also wish to place on record their appreciation for the good work put in by the employees of your Company.

For and on behalf of the Board of Directors,

Place : Chennai UNNAMALAI THIAGARAJAN K. PADMANABAN

Date : 30.05.2014 MANAGING DIRECTOR DIRECTOR


Mar 31, 2013

To The Members

The Directors have great pleasure in presenting the TWENTY SECOND Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31.03.2013.

Members would be happy to note that your company has had a successful year of operation, which has resulted in an after tax profit of Rs. 538.90 Lakhs.

OPERATIONS

The highlights of the Financial Results of your Company are as under:-

For the year ended For the year ended Sl. Particulars 31.3.2013 31.3.2012 No. Rs. in Lacs Rs. in Lacs

1 Income from operations 2115.57 1687.72

2 Non-operating income 53.64 59.68

3 Total expenditure (including financial 1367.18 1111.88 charges and Depreciation)

4 Profit before Taxes 802.03 635.51

5 Provision for deferred tax (16.87) (15.84)

6 Provision for current tax 280.00 230.00

7 Net Profit 538.90 421.35

8 Dividend & tax thereon 65.52 55.79

9 Transfer to General Reserve 200.00 200.00

10 Balance carried forward to Balance Sheet 273.38 165.56

11 Paid up Equity Share Capital 400.00 400.00

DIVIDEND

Your Directors are pleased to recommend a dividend of 14% on the Equity Share Capital of the Company for the year ended March 31, 2013. The dividend, if approved by the Shareholders will be paid out of the profits of the Company for the year to all those equity shareholders whose names appear on the Register of Members of the Company as on 20.06.2013, being the record date and to those whose names appear as beneficial owners on the records of National Securities Depository Limited and Central Depository Services (I) Limited as on 20.06.2013.

FUTURE PROSPECTS

Your Company currently enjoys 100% occupancy level. The company had expanded the lettable area to another 26000 sqft by modifying and refurbishing the erstwhile administrative block.

SUBSIDIARY COMPANY

The statement pursuant to Sec 212 of the Companies Act, 1956, containing the relevant details of the Company''s subsidiary is attached.

COST AUDITOR

Pursuant to Section 233(B)(2) of the Companies Act, 1956, the Board of Directors on the recommmendation of the Audit Committee, appointed Shri.P.Raju Iyer, a Cost Accountant, as Cost Auditor of the Company.

CORPORATE GOVERNANCE

Your Company follows the principles of effective Corporate Governance Practices. The Company has taken steps to comply with the revised Clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance is given under separate section titled "Report on Corporate Governance" and forms part of the Annual Report.

The Management Discussion and Analysis Report also form part of the Annual Report.

LISTING OF SHARES

Your Company''s shares are listed presently in Madras Stock Exchange Limited and Bombay Stock Exchange Limited. Also, the Company''s shares are traded on the National Stock Exchange.

DEMATERIALISATION OF EQUITY SHARES

As on 31.03.2013, 37,40,836 numbers of equity shares are held in Dematerialized Form, which constitutes 93.52% of total shareholding.

FIXED DEPOSITS

The company has not invited and accepted Fixed Deposits from the public.

DIRECTORS

Under the provisions of the Articles of Association of the Company three of your Directors Thiru P.S.Kumar, Thiru R. Ganapathi and Thiru K. Kasim retire by rotation at the forth coming Annual General Meeting. All of them, being eligible, offer themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Sec. 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable Accounting Standards have been followed and that there are no material departures;

(ii) that they have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the company for that period.

(iii) that they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of the adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that they have prepared the annual accounts on a going concern basis.

AUDITORS

M/s S.H. Bhandari & Co. Chartered Accountants, Chennai, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and have expressed their willingness to continue as auditors of the company for the ensuing financial year. Necessary special resolution has been proposed for appointing them as auditors pursuant to Sec 224A of the Companies Act, 1956.

INDUSTRIAL RELATIONS

Industrial relations, during the period under review, continued to remain cordial.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration, which in the aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the company is not an industrial undertaking, particulars with regard to conservation of energy and technology absorption required to be given under these heads in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

EARNINGS IN FOREIGN EXCHANGE : NIL

EXPENSES INCURRED IN FOREIGN CURRENCY DURING THE YEAR : NIL

ACKNOWLEDGEMENT

Your Directors wish to express their sincere thanks to the Government of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., State Bank of India, Industrial Finance Branch, Chennai and the Company''s customers for their support and co-operation extended to the Company. Your Directors also wish to place on record their appreciation for the good work put in by the employees of your Company.

For and on behalf of the Board of Directors,

Place : Chennai Atul Anand, IAS

Date : 03.05.2013 CHAIRMAN


Mar 31, 2012

The Directors have great pleasure in presenting the TWENTY FIRST Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31.03.2012.

Members would be happy to note that your company has had a successful year of operation, which has resulted in an after tax profit of Rs 421.35 Lakhs.

OPERATIONS

The highlights of the Financial Results of your Company are as under:-

Sl For the year For the year Particulars ended 31.3.2012 ended 31.3.2011 No. Rs in Lacs Rs in Lacs

1 Income from operations 1,687.72 1,606.45

2 Non-operating income 59.68 62.03

Total expenditure (including financial 3 1,111.88 1,097.60 charges and Depreciation)

4 Profit before Taxes 635.51 570.88

5 Provision for deferred tax (15.84) (21.72)

6 Provision for current tax 230.00 228.00

7 Net Profit 421.35 364.60

8 Dividend & tax thereon 55.79 55.78

9 Transfer to General Reserve 200.00 200.00

10 Balance carried forward to Balance Sheet 165.56 108.82

11 Paid up Equity Share Capital 400.00 400.00

* Re-grouped based on revised Schedule VI presentation

DIVIDEND

Your Directors are pleased to recommend a dividend of 12% on the Equity Share Capital of the Company for the year ended March 31, 2012. The dividend, if approved by the Shareholders will be paid out of the profits of the Company for the year to all those equity shareholders whose names appear on the Register of Members of the Company as on 22nd June 2012, being the record date and to those whose names appear as beneficial owners on the records of National Securities Depository Limited and Central Depository Services (I) Limited as on 22nd June 2012.

FUTURE PROSPECTS

Your Company currently enjoys 100% occupancy level. The company is expanding the lettable area to another 26000 sqft by modifying and refurbishing the erstwhile administrative block and the space will be operational from June 2012.

SUBSIDIARY COMPANY

The statement pursuant to Sec 212 of the Companies Act, 1956, containing the relevant details of the Company's subsidiary is attached.

CORPORATE GOVERNANCE

Your Company follows the principles of effective Corporate Governance Practices. The Company has taken steps to comply with the revised Clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance is given under separate section titled "Report on Corporate Governance" and forms part of the Annual Report.

The Management Discussion and Analysis Report also form part of the Annual Report.

LISTING OF SHARES

Your Company's shares are listed presently in Madras Stock Exchange Limited and Bombay Stock Exchange Limited. Also, the Company's shares are traded on the National Stock Exchange.

DEMATERIALISATION OF EQUITY SHARES

As on 31.03.2012, 37,36,736 equity shares are held in Dematerialized Form, which constitutes 93.42% of total shareholding.

FIXED DEPOSITS

The company has not invited and accepted Fixed Deposits from the public.

DIRECTORS

Under the provisions of the Articles of Association of the Company three of your Directors Thiru C. Ramachandran, Thiru G.Senrayaperumal and Thiru H. Karthik Seshadri retire by rotation at the forth coming Annual General Meeting. All of them, being eligible, offer themselves for reappointment.

DIRECTORS' Responsibility STATEMENT

Pursuant to Sec. 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable Accounting Standards have been followed and that there are no material departures;

(ii) that they have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the company for that period.

(iii) that they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of the adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that they have prepared the annual accounts on a going concern basis.

AuDITORS

M/s S.H. Bhandari & Co. Chartered Accountants, Chennai, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and have expressed their willingness to continue as auditors of the company for the ensuing financial year. Necessary special resolution has been proposed for appointing them as auditors pursuant to Sec 224A of the Companies Act, 1956.

INDUSTRIAL RELATIONS

Industrial relations, during the period under review, continued to remain cordial.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration, which in the aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

As the company is not an industrial undertaking, particulars with regard to conservation of energy and technology absorption required to be given under these heads in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

EARNINGs IN FOREIGN EXCHANGE : NIL

EXPENSES INCURRED IN FOREIGN CURRENCY DURING THE YEAR : NIL

ACKNOWLEDGEMENT

Your Directors wish to express their sincere thanks to the Government of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., State Bank of India, Industrial Finance Branch, Chennai and the Company's customers for their support and co-operation extended to the Company. Your Directors also wish to place on record their appreciation for the good work put in by the employees of your Company.

For and on behalf of the Board of Directors,

Place : Chennai UNNAMALAI THIAGARAJAN, K. PADMANABAN

Date : 17.05.2012 MANAGING DIRECTOR DIRECTOR


Mar 31, 2011

The Directors have great pleasure in presenting the TWENTIETH Annual Report together with the Audited Accounts of your Company for the Financial Year ending 31.03.2011.

Members would be happy to note that your company has had a successful year of operation, which has resulted in an after tax profit of Rs.364.61 Lakhs.

OPERATIONS

The highlights of the Financial Results of your Company are as under:-

For the year For the year Sl. Particulars ended 31.3.2011 ended 31.3.2010 No. Rs. in Lacs Rs. in Lacs

1. Income from operations 1606.45 1644.24

2. Non-operating income 62.03 37.67

3. Total expenditure 708.07 690.58

4. Interest 98.50 124.42

5. Gross profit (after interest but before depreciation and taxation) [1+2)-(3+4)] 872.78 866.91

6. Depreciation 291.03 293.25

7. Provision for deferred tax (21.72) (21.57)

8. Provision for current tax 228.00 220.00

9. Net Profit 364.61 375.23

10. Dividend & tax thereon 55.79 55.97

11. Transfer to General Reserve 200.00 200.00

12. Balance carried forward to Balance Sheet 108.82 119.26

13. Paid up Equity Share Capital 400.00 400.00

DIVIDEND

Your Directors are pleased to recommend a dividend at the rate of 12 % on the Equity Share Capital of the Company for the year ended March 31, 2011. The dividend, if approved by the Shareholders will be paid out of the profits of the Company for the year to all those equity shareholders whose names appear on the Register of Members of the Company as on 28th June 2011, being the record date and to those whose names appear as beneficial owners on the records of National Securities Depository Limited and Central Depository Services (I) Limited as on 28th June 2011.

FUTURE PROSPECTS

Your Company currently enjoys 100% occupancy level. The proposal to demolish the administrative block and to erect a new tower in its place will be implemented upon receipt of necessary clearances.

SUBSIDIARY COMPANY

The statement pursuant to Sec 212 of the Companies Act, 1956, containing the relevant details of the Companys subsidiary is attached.

CORPORATE GOVERNANCE

Your Company follows the principles of effective Corporate Governance Practices. The Company has taken steps to comply with the revised Clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance is given under separate section titled "Report on Corporate Governance" and forms part of the Annual Report.

The Management Discussion and Analysis Report also form part of the Annual Report.

LISTING OF SHARES

Your Companys shares are listed presently in Madras Stock Exchange Limited and Bombay Stock Exchange Limited. Also, the Companys shares are traded on the National Stock Exchange.

DEMATERIALISATION OF EQUITY SHARES

As on 31.03.2011, 2242729 numbers of equity shares are held in Dematerialized Form, which constitutes 56.07% of total shareholding.

FIXED DEPOSITS

The company has not invited and accepted Fixed Deposits from the public.

DIRECTORS

Under the provisions of the Articles of Association of the Company three of your Directors Thiru R.Ganapathi, Thiru J.Ravi and Dr.V.Dharmalingam retire by rotation at the forth coming Annual General Meeting. All of them, being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sec. 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable Accounting Standards have been followed and that there are no material departures;

(ii) that they have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the company for that period.

(iii) that they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of the adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that they have prepared the annual accounts on a going concern basis.

AUDITORS

M/s S.H. Bhandari & Co. Chartered Accountants, Chennai, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and have expressed their willingness to continue as auditors of the company for the ensuing financial year. Necessary special resolution has been proposed for appointing them as auditors pursuant to Sec 224A of the Companies Act, 1956.

INDUSTRIAL RELATIONS

Industrial relations, during the period under review, continued to remain cordial.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration, which in the aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the company is not an industrial undertaking, particulars with regard to conservation of energy and technology absorption required to be given under these heads in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

EARNINGS IN FOREIGN EXCHANGE : NIL

EXPENSES INCURRED IN FOREIGN CURRENCY DURING THE YEAR : NIL

ACKNOWLEDGEMENT

Your Directors wish to express their sincere thanks to the Government of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., State Bank of India, Industrial Finance Branch, Chennai and the Companys customers for their support and co-operation extended to the Company. Your Directors also wish to place on record their appreciation for the good work put in by the employees of your Company.

For and on behalf of the Board of Directors, Dr. Santhosh Babu, IAS Chairman

Place : Chennai Date : 12.05.2011


Mar 31, 2010

The Directors have great pleasure in presenting the NINETEENTH Annual Report together with the Audited Accounts of your Company for the Financial Year ending 31.03.2010.

Members would be happy to note that your company has had a successful year of operation, which has resulted in an aftertax profit of Rs.375.23 Lakhs despite recession in global economy and more particularly in IT industry.

OPERATIONS

The highlights of the Financial Results of your Company are as under:-

Sl.No. Particulars For the year For the year ended 31.3.2010 ended 31.3.2009 Rs. in Lacs Rs. in Lacs 1. Income from operations 1644.24 1901.69

2. Non-operating income 37.67 36.17

3. Total expenditure 690.58 877.27

4. Interest 124.42 166.64

5. Gross profit (after interest but 866.91 893.95 before depreciation and taxation) [1+2)-(3+4)]

6. Depreciation 293.25 283.95

7. Provision for deferred tax (21.57) (8.55)

8. Provision for current tax 220.00 222.00

9. Fringe benefit tax - 1.71

10. Net Profit 375.23 394.84

11. Dividend & tax thereon 55.97 56.16

12. Transfer to General Reserve 200.00 200.00

13. Balance carried forward to 119.26 138.68 Balance Sheet

14. Paid up Equity Share Capital 400.00 400.00

DIVIDEND

Your Directors are pleased to recommend a dividend of 12% on the Equity Share Capital of the Company for the year ended March 31, 2010. The dividend, if approved by the Shareholders will be paid out of the profits of the Company for the year to all those equity shareholders whose names appear on the Register of Members of the Company as on 21.07.2010, being the record date and to those whose names appear as beneficial owners on the records of National Securities Depository Limited and Central Depository Services (I) Limited as on 21.07.2010.

FUTURE PROSPECTS

Your Company currently enjoys 100% occupancy level. As most of the customers would like to occupy fitted out module, the company offers around 60% of the space with fit-out.

SUBSIDIARY COMPANY

The statement pursuant to Section 212 of the Companies Act, 1956, containing the relevant details of the Companys subsidiary is attached.

CORPORATE GOVERNANCE

Your Company follows the principles of effective Corporate Governance Practices. The Company has taken steps to comply with the revised Clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance is given under separate section titled "Report on Corporate Governance" and forms part of the Annual Report. The Management Discussion and Analysis Report also form part of the Annual Report.

LISTING OF SHARES

Your Companys shares are listed presently in Madras Stock Exchange Limited and Bombay Stock Exchange Limited. During the year, MSE and NSE have entered into an agreement, which provides for Trading by the Members of MSE on the NSE platform and also allows companies listed on MSE to be traded on NSE.

DEMATERIALISATION OF EQUITY / SHARES

As on 31.03.2010, 2231129 numbers of equity shares are held in Dematerialized form, which constitutes 55.78% of total shareholding.

FIXED DEPOSITS

The company has not invited and accepted Fixed Deposits from the public.

DIRECTORS

During the year Thiru K. Kasim was appointed by the Board of Directors as Director under Section 260 of the Companies Act, 1956, on 27.01.2010 as an additional director. He holds office up to the date of Annual General Meeting and is eligible for reappointment.

The Company has received the prescribed Notice under Section 257 of the Companies Act 1956, nominating Thiru K. Kasim for the post of the Director. The attention of the Members is invited to the relevant items in the Notice of the Meeting and the Explanatory Statement thereto.

Thiru C. Ramachandran, Thiru P.S. Kumar and Thiru H. Karthik Seshadri retire by rotation and being eligible to offer themselves for reappointment.

The attention of the Members is invited to the relevant items in the Notice of the Meeting and the Explanatory Statement thereto.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm: (i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable Accounting Standards have been followed and that there are no material departures;

(ii) that they have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the company for that period.

(iii) that they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of the adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that they have prepared the annual accounts on a going concern basis.

AUDITORS

M/s S.H. Bhandari & Co. Chartered Accountants, Chennai, the Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and have expressed their willingness to continue as auditors of the company for the ensuing financial year. Necessary special resolution has been proposed for appointing them as auditors pursuant to Section 224A of the Companies Act, 1956.

INDUSTRIAL RELATIONS

Industrial relations, during the period under review, continued to remain cordial. PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration, which in the aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the company is not an industrial undertaking, particulars with regard to conservation of energy and technology absorption required to be given under these heads in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

EARNINGS IN FOREIGN EXCHANGE :NIL

EXPENSES INCURRED IN FOREIGN CURRENCY DURING THE YEAR: NIL

ACKNOWLEDGEMENT

Your Directors wish to express their sincere thanks to the Government of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., State Bank of India, Industrial Finance Branch, Chennai and the Companys customers for their support and co-operation extended to the Company. Your Directors also wish to place on record their appreciation for the good work put in by the employees of your Company.

For and on behalf of the Board of Directors,

Place : Chennai Dr. Santhosh Babu, IAS

Date : 14.05.2010 Chairman



 
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