Sep 30, 2013
The Directors have pleasure in presenting the Twenty Eight Annual
Report of your Company along with Audited Annual Accounts for the year
ended 31st March, 2013.
FINANCIAL RESULTS
The financial performance of the Company for the year ended on 31st
March, 2013 is as follows:
Particulars 31.03.2013 31.03.2012
Turnover (FOB) 21,75,12,777.00 21,05,79,772.21
Other Income 69,71,928.28 60,71,901.12
Less: Total Expenditure 20,29,24,962.40 20,50,93,878.16
Profit before interest,
depreciation and 2,15,59,742.88 1,15,57,795.17
tax
Interest 49,13,806.71 51,52,193.60
Depreciation 36,86,426.00 46,35,005.00
Profit before Exceptional &
extra-ordinary 1,29,59,510.17 17,70,596.57
items & Tax
Less: Exceptional Item 11,16,605.00 9,27,769.62
Add/Less: Extra Ordinary
Items
Profit before Tax 1,18,42,905.17 8,42,826.95
Less: Deferred tax 27,32,532.58 7,11,310.00
Less: Income tax 23,56,110.00 (3,87,389.00)
Net Profit/ (Loss) after
Tax for the year 67,54,262.59 5,18,905.95
Profit/(Loss) brought forward 7,33,73,388.33 75773382.38
Profit available for appropriation 8,01,27,650.92 7,62,92,288.33
Appropriations:
Interim Dividend on
Equity Shares for the year 24,17,400.00 0.00
Proposed dividend on equity shares 24,17,400.00 24,17,400.00
Tax on proposed dividend 7,84,326.00 4,01,500.00
Transfer to general reserve 2,00,000.00 1,00,000
Ba la nee ca rried forward 7,43,08,524.92 7,33,73,388.33
Previous year figures have been re-grouped and rearranged wherever
considered necessary.
OPERATIONS
During the last two years global recession was at its peak which
seriously affected certain sectors, exports not being an exception.
Helios and Matheson Information Technology Ltd being a predominantly export oriented
unit has also suffered serious negative consequences of the recession
in Europe over the last two years which in turn has severely effected
our export turn over. During the year 2009 10, it declined by 12% as
compared to year 2008-2009. But in the year 2010-11 it was increased
by 25.94% and in current year we have achieved 4.21% increment as
compared to previous year''s turnover. In spite of this increment our
profit margin comes down because of the effect of inflation on the
price of raw materials.
a. In collaboration with M/s UVEX our German buyers:
European union is under recession. We are trying to stabilize out
turnover and increase our customer base.
b. We undertook project implementation to start Vulka Shoe production
for the Company Heckel Securite, France.
This has helped to nullify the reduction in exports to Europe over the
last few years.
c. Development is on for new customers in Oman and Qatar to nullify
reduction due to recession in middle east.
d. We are undertaking various activities to develop local Indian
market:
Our presence in the local market was negligible in the year 2006 - 07.
We have started activities during the year 2007-08 & by 2008-09 our
local market was approx. 29429 Pairs valued at approx. Rs. 1.49 Crores.
In the year 2010-11 our local turnover was increased approx. 64% in
comparison with the year 2009-10.
During the year 2011-12 due to recession effect on local market our
local turnover has decreased to 28250 pairs valued at 1.50 crore which
is 43.62% decrease as compared to last year. And during the current
year it is almost same as Previous Year i.e. 28341 pairs valued at 1.51
Crore. Efforts are on to increase local market hence to supplement
decrease in export market.
However the thrust is to enter the Indian market in a big way as even
in india people are moving towards safety consciousness and demand is
slowly increasing for quality safety footwear even though price
expectation is a challenge.
We expect to supplement the decrease in demand in Europe due to
recession with increase in domestic supplies.
With reference to the above steps taken by the Company, the Company is
confident of recovering the lost ground due to the recession in Europe.
However, there is one uncertainty in export business and that is the
status of EURO. At the moment, it is very volatile and has decreased as
compared with US Dollar from 1.45 to 1.30. Exchange rate is difficult
to predict, but it is a global phenomena and both the exporters and the
importers in Europe will have to find a solution to it.
We have also gone in for diversification. The idea is to expand
business areas and for the purpose of the same the Company entered into
business related to hotels, restaurants by altering the Object Clause
of Memorandum of Association of the Company.
Our first foray into hospitality has been setting up of two restaurants
and a Banquet hall in the Centre of the City. Although this has
initially resulted a capital expenditure and additional revenue
expenditure resulting decrease in overall profits of company. In the
long run, we also intend to diversify into this line in a big way.
There has been very good response from the general public towards our
restaurant ''STREETS'' and our Banquet hall at the same premises. Our
second restaurant ''SPICES N SAUCES'' is just about ready to take off.
However we need to take a call on this restaurant business as
restaurants are sprouting up in hundreds creating huge challenges to
your customer base.
RESERVES
For the period under review the Board proposes to transfer Rs2.00 lacs
to Genera I Reserve Account of the Company.
DIVIDEND
Your Company has always strived to maintain a balance by providing an
appropriate return to the shareholders while simultaneously retaining a
reasonable portion of the profit to maintain healthy financial leverage
with a view to support and sustain the future growth. Company has a
concerted dividend policy which ensures the availability of sufficient
distributable income to its members. Your Company has paid 1 (One)
interim dividend aggregating to Rs. 0.50 per equity share of Rs 10/-
each (i.e. 5%) during the financial year ended on 31st March 2013. Your
Director is pleased to recommend final dividend of Rs. 0.50 per equity
share of Rs. 10/- each (i.e. 5%), for the year 2012-13 subject to
approval of Shareholders in the Annual General Meeting. The total
outgo on account of dividend payment, including dividend tax, is Rs.
56.19 Lacs.
FIXED DEPOSITS
The Company has not accepted or renewed any fixed deposits from public
during the year.
CAPITAL STRUCTURE
During FY 12-13, there is no change in the capital structure of
Company. The Authorised Share Capital of Company is 5.80 crore. Paid up
share Capital of Company is 4.83 Crore.
DIRECTORS
Shri Rajesh V. Gupta, Director of the Company whose period of office is
liable to retire by rotation pursuant to provisions of Company Act,
1956 and Article 39 of the Article of Association of the Company retire
by rotation and being eligible offer themselves for reappointment. Shri
Madhusudan Prasad Kejriwal and Shri Madhukar Chaturvedi who was
appointed as additional Director of the Company w.e.f. 06.03.2013
pursuant to section 260 of Companies Act, 1956, and whose term of
appointment expires at this Annual General Meeting. We Seek your
support in confirming his appointment as director liable to retire by
rotation.
A brief resume and other information required under clause 49 of the
listing agreement is included in the Annual Report/ Notice of Annual
General Meeting. The Board recommends their re- appointment.
AUDITORS
M/s. Madhukar Garg & Co., Chartered Accountants, having FRN 000866C the
Statutory Auditors of the Company will retire at the ensuing Annual
General Meeting and are eligible for reappointment. The Company had
received a letter from M/s Madhukar Garg & Co., Chartered Accountants
to the effect that their re-appointment, if made, would be within the
prescribed limits under section 224(1B) of the Companies Act, 1956 and
that they are not disqualified for such re-appointment within the
meaning of Section 226 of the Act.
The notes to the accounts referred to in the Auditors'' Report are
self-explanatory and therefore do not call for any further comments.
HUMAN RESOURCE DEVELOPMENT
The Company recognizes that its employees are its principal assets and
that it''s continued growth is dependent upon the ability to attract and
retain quality people. The Company also recognizes the importance of
providing training and development opportunities to its people to
enhance their skills and experiences, which in turn enables the company
to achieve its business objectives. The morale of employees continued
to remain high during the year contributing positively to the progress
of the Company. However aspirations of employees in India remain to be
high. This is a challenge as only growth can fulfill these aspirations
and in today''s market scenarios one has to perform extraordinarily to
achieve growth.
The Company has always provided a congenial atmosphere for work to all
sections of the society. Your Company is committed to respect universal
human rights. To that end, the Company practices and seeks to work with
business associates who believe and promote these standards. The
Company is committed to provide equal opportunities at all levels, safe
and healthy workplaces and protecting human health and environment. The
Company provides opportunities to all its employees to improve their
skills and capabilities. The Company''s commitment extends to its
neighbouring communities to improve their educational, cultural,
economic and social well-being. Your Company is an equal opportunity
employer and does not discriminate on the grounds of race, religion,
nationality, ethnic origin, colour, gender, age, citizenship, sexual
orientation, marital status or any disability not affecting the
functional requirements of the position held.
The management took a strong decision to reduce production capacities
in the Jaitpura plant and created a separate production facility at
Sitapura.
This was done to minimize dependability on the existing labour force at
Jaitpura.
It paid results and we got a larger section of the work force to agree
on creation of an internal association of staff and workers and
negotiated a more reasonable increment structure.
Thereby sidelining certain unreasonable self-profound leader among the
workers, the company worked on offering a retirement compensation
scheme for those who wished to leave. This would reduce cost of labour
which had become redundant due to decrease in turnover, as such reduced
productivity. 42 employees offered to resign by accepting the scheme.
This cost the Company Rs.44.05 Lacs outflow as gratuity and additional
compensation.
However discipline has returned with the removal of undesired elements
in the work force. Production is now running smoothly in both the
units.
We are also contemplating creating a self owned production structure in
place of the existing structure which was on rental premises.
DELISTING OF EQUITY SHARES
The members have passed a special resolution in the Annual General
Meeting held on 10.07.2004 permitting the Company to delist its shares
from the stock exchanges of Delhi, Kolkata, and Ahmedabad. As on date,
out of the four exchanges, the equity shares of the Company have been
delisted from the Delhi, Ahmedabad and Jaipur Stock Exchanges.
Delisting application of the Company is still pending with the Calcutta
Stock Exchange Association Ltd., Kolkata since December 2004. Inspite
of several reminders, the Company did not get any response from the
exchange in the matter of the delisting status.
LISTING OF SHARE
Your Company''s shares are listed at Bombay Stock Exchange Limited and
the listing fee for the year 2013-14 has been duly paid.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
On 1st October, 2010, "Mayur Abodes Private Limited" became the
subsidiary of the Company by acquiring 97.56% holding. The company has
converted its name to mayur abodes limited. In current year there are
only 66.27% holding in this company.
As required under the Listing agreement with the stock exchange, a
consolidated financial statement of the Company and its subsidiary
"Mayur Abodes Limited" is attached.
The Board periodically reviews the working and performance of its
subsidiary Company.
The Company will make available the Annual Accounts of the subsidiary
company and the related detailed information to any member of the
company who may be interested in obtaining the same. The Consolidated
Financial statements presented by the Company include financial results
of its subsidiary also.
The Directors have pleasure in presenting the Twenty Eight Annual
Report of your Company along with Audited Annual Accounts for the year
ended 31st March, 2013.
FINANCIAL RESULTS
The financial performance of the Company for the year ended on 31st
March, 2013 is as follows:
Particulars 31.03.2013 31.03.2012
Turnover (FOB) 21,75,12,777.00 21,05,79,772.21
Other Income 69,71,928.28 60,71,901.12
Less: Total Expenditure 20,29,24,962.40 20,50,93,878.16
Profit before interest,
depreciation and 2,15,59,742.88 1,15,57,795.17
tax
Interest 49,13,806.71 51,52,193.60
Depreciation 36,86,426.00 46,35,005.00
Profit before Exceptional &
extra-ordinary 1,29,59,510.17 17,70,596.57
items & Tax
Less: Exceptional Item 11,16,605.00 9,27,769.62
Add/Less: Extra Ordinary
Items
Profit before Tax 1,18,42,905.17 8,42,826.95
Less: Deferred tax 27,32,532.58 7,11,310.00
Less: Income tax 23,56,110.00 (3,87,389.00)
Net Profit/ (Loss) after
Tax for the year 67,54,262.59 5,18,905.95
Profit/(Loss) brought forward 7,33,73,388.33 75773382.38
Profit available for appropriation 8,01,27,650.92 7,62,92,288.33
Appropriations:
Interim Dividend on
Equity Shares for the year 24,17,400.00 0.00
Proposed dividend on equity shares 24,17,400.00 24,17,400.00
Tax on proposed dividend 7,84,326.00 4,01,500.00
Transfer to general reserve 2,00,000.00 1,00,000
Ba la nee ca rried forward 7,43,08,524.92 7,33,73,388.33
Previous year figures have been re-grouped and rearranged wherever
considered necessary.
OPERATIONS
During the last two years global recession was at its peak which
seriously affected certain sectors, exports not being an exception.
Helios and Matheson Information Technology Ltd being a predominantly export oriented
unit has also suffered serious negative consequences of the recession
in Europe over the last two years which in turn has severely effected
our export turn over. During the year 2009 10, it declined by 12% as
compared to year 2008-2009. But in the year 2010-11 it was increased
by 25.94% and in current year we have achieved 4.21% increment as
compared to previous year''s turnover. In spite of this increment our
profit margin comes down because of the effect of inflation on the
price of raw materials.
a. In collaboration with M/s UVEX our German buyers:
European union is under recession. We are trying to stabilize out
turnover and increase our customer base.
b. We undertook project implementation to start Vulka Shoe production
for the Company Heckel Securite, France.
This has helped to nullify the reduction in exports to Europe over the
last few years.
c. Development is on for new customers in Oman and Qatar to nullify
reduction due to recession in middle east.
d. We are undertaking various activities to develop local Indian
market:
Our presence in the local market was negligible in the year 2006 - 07.
We have started activities during the year 2007-08 & by 2008-09 our
local market was approx. 29429 Pairs valued at approx. Rs. 1.49 Crores.
In the year 2010-11 our local turnover was increased approx. 64% in
comparison with the year 2009-10.
During the year 2011-12 due to recession effect on local market our
local turnover has decreased to 28250 pairs valued at 1.50 crore which
is 43.62% decrease as compared to last year. And during the current
year it is almost same as Previous Year i.e. 28341 pairs valued at 1.51
Crore. Efforts are on to increase local market hence to supplement
decrease in export market.
However the thrust is to enter the Indian market in a big way as even
in india people are moving towards safety consciousness and demand is
slowly increasing for quality safety footwear even though price
expectation is a challenge.
We expect to supplement the decrease in demand in Europe due to
recession with increase in domestic supplies.
With reference to the above steps taken by the Company, the Company is
confident of recovering the lost ground due to the recession in Europe.
However, there is one uncertainty in export business and that is the
status of EURO. At the moment, it is very volatile and has decreased as
compared with US Dollar from 1.45 to 1.30. Exchange rate is difficult
to predict, but it is a global phenomena and both the exporters and the
importers in Europe will have to find a solution to it.
We have also gone in for diversification. The idea is to expand
business areas and for the purpose of the same the Company entered into
business related to hotels, restaurants by altering the Object Clause
of Memorandum of Association of the Company.
Our first foray into hospitality has been setting up of two restaurants
and a Banquet hall in the Centre of the City. Although this has
initially resulted a capital expenditure and additional revenue
expenditure resulting decrease in overall profits of company. In the
long run, we also intend to diversify into this line in a big way.
There has been very good response from the general public towards our
restaurant ''STREETS'' and our Banquet hall at the same premises. Our
second restaurant ''SPICES N SAUCES'' is just about ready to take off.
However we need to take a call on this restaurant business as
restaurants are sprouting up in hundreds creating huge challenges to
your customer base.
RESERVES
For the period under review the Board proposes to transfer Rs2.00 lacs
to Genera I Reserve Account of the Company.
DIVIDEND
Your Company has always strived to maintain a balance by providing an
appropriate return to the shareholders while simultaneously retaining a
reasonable portion of the profit to maintain healthy financial leverage
with a view to support and sustain the future growth. Company has a
concerted dividend policy which ensures the availability of sufficient
distributable income to its members. Your Company has paid 1 (One)
interim dividend aggregating to Rs. 0.50 per equity share of Rs 10/-
each (i.e. 5%) during the financial year ended on 31st March 2013. Your
Director is pleased to recommend final dividend of Rs. 0.50 per equity
share of Rs. 10/- each (i.e. 5%), for the year 2012-13 subject to
approval of Shareholders in the Annual General Meeting. The total
outgo on account of dividend payment, including dividend tax, is Rs.
56.19 Lacs.
FIXED DEPOSITS
The Company has not accepted or renewed any fixed deposits from public
during the year.
CAPITAL STRUCTURE
During FY 12-13, there is no change in the capital structure of
Company. The Authorised Share Capital of Company is 5.80 crore. Paid up
share Capital of Company is 4.83 Crore.
DIRECTORS
Shri Rajesh V. Gupta, Director of the Company whose period of office is
liable to retire by rotation pursuant to provisions of Company Act,
1956 and Article 39 of the Article of Association of the Company retire
by rotation and being eligible offer themselves for reappointment. Shri
Madhusudan Prasad Kejriwal and Shri Madhukar Chaturvedi who was
appointed as additional Director of the Company w.e.f. 06.03.2013
pursuant to section 260 of Companies Act, 1956, and whose term of
appointment expires at this Annual General Meeting. We Seek your
support in confirming his appointment as director liable to retire by
rotation.
A brief resume and other information required under clause 49 of the
listing agreement is included in the Annual Report/ Notice of Annual
General Meeting. The Board recommends their re- appointment.
AUDITORS
M/s. Madhukar Garg & Co., Chartered Accountants, having FRN 000866C the
Statutory Auditors of the Company will retire at the ensuing Annual
General Meeting and are eligible for reappointment. The Company had
received a letter from M/s Madhukar Garg & Co., Chartered Accountants
to the effect that their re-appointment, if made, would be within the
prescribed limits under section 224(1B) of the Companies Act, 1956 and
that they are not disqualified for such re-appointment within the
meaning of Section 226 of the Act.
The notes to the accounts referred to in the Auditors'' Report are
self-explanatory and therefore do not call for any further comments.
HUMAN RESOURCE DEVELOPMENT
The Company recognizes that its employees are its principal assets and
that it''s continued growth is dependent upon the ability to attract and
retain quality people. The Company also recognizes the importance of
providing training and development opportunities to its people to
enhance their skills and experiences, which in turn enables the company
to achieve its business objectives. The morale of employees continued
to remain high during the year contributing positively to the progress
of the Company. However aspirations of employees in India remain to be
high. This is a challenge as only growth can fulfill these aspirations
and in today''s market scenarios one has to perform extraordinarily to
achieve growth.
The Company has always provided a congenial atmosphere for work to all
sections of the society. Your Company is committed to respect universal
human rights. To that end, the Company practices and seeks to work with
business associates who believe and promote these standards. The
Company is committed to provide equal opportunities at all levels, safe
and healthy workplaces and protecting human health and environment. The
Company provides opportunities to all its employees to improve their
skills and capabilities. The Company''s commitment extends to its
neighbouring communities to improve their educational, cultural,
economic and social well-being. Your Company is an equal opportunity
employer and does not discriminate on the grounds of race, religion,
nationality, ethnic origin, colour, gender, age, citizenship, sexual
orientation, marital status or any disability not affecting the
functional requirements of the position held.
The management took a strong decision to reduce production capacities
in the Jaitpura plant and created a separate production facility at
Sitapura.
This was done to minimize dependability on the existing labour force at
Jaitpura.
It paid results and we got a larger section of the work force to agree
on creation of an internal association of staff and workers and
negotiated a more reasonable increment structure.
Thereby sidelining certain unreasonable self-profound leader among the
workers, the company worked on offering a retirement compensation
scheme for those who wished to leave. This would reduce cost of labour
which had become redundant due to decrease in turnover, as such reduced
productivity. 42 employees offered to resign by accepting the scheme.
This cost the Company Rs.44.05 Lacs outflow as gratuity and additional
compensation.
However discipline has returned with the removal of undesired elements
in the work force. Production is now running smoothly in both the
units.
We are also contemplating creating a self owned production structure in
place of the existing structure which was on rental premises.
DELISTING OF EQUITY SHARES
The members have passed a special resolution in the Annual General
Meeting held on 10.07.2004 permitting the Company to delist its shares
from the stock exchanges of Delhi, Kolkata, and Ahmedabad. As on date,
out of the four exchanges, the equity shares of the Company have been
delisted from the Delhi, Ahmedabad and Jaipur Stock Exchanges.
Delisting application of the Company is still pending with the Calcutta
Stock Exchange Association Ltd., Kolkata since December 2004. Inspite
of several reminders, the Company did not get any response from the
exchange in the matter of the delisting status.
LISTING OF SHARE
Your Company''s shares are listed at Bombay Stock Exchange Limited and
the listing fee for the year 2013-14 has been duly paid.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
On 1st October, 2010, "Mayur Abodes Private Limited" became the
subsidiary of the Company by acquiring 97.56% holding. The company has
converted its name to mayur abodes limited. In current year there are
only 66.27% holding in this company.
As required under the Listing agreement with the stock exchange, a
consolidated financial statement of the Company and its subsidiary
"Mayur Abodes Limited" is attached.
The Board periodically reviews the working and performance of its
subsidiary Company.
The Company will make available the Annual Accounts of the subsidiary
company and the related detailed information to any member of the
company who may be interested in obtaining the same. The Consolidated
Financial statements presented by the Company include financial results
of its subsidiary also.
MANAGEMENT DICUSSION AND ANALYSIS REPORT
A detailed discussion on the industrial structure, development,
opportunities, threats, review of operational performance and risks, as
required under the Listing Agreements with stock exchanges, forms part
of this report and is annexed herewith.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, your
Directors confirmed that:
1. in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and there are no material
departures;
2. they have selected such accounting policies and applied them
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 for the financial year ended 31st March 2012 and of profit/Loss
of the Company for that year;
3. they have taken proper and sufficient care to the best of their
knowledge and ability
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. they have prepared the Annual Accounts on a ''going concern'' basis.
PARTICULARS OF EMPLOYEES
There are no employees in the Company whose particulars are required to
be disclosed under the provisions of section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended, from time to time.
COMPLIANCE CERTIFICATE
As per the requirements of Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from M/s V. M. & Associates, Company Secretaries
in Whole-time Practice, confirming that the Company has complied with
the provisions of the Companies Act, 1956 and a copy of the Compliance
Certificate is annexed to this report.
The appointment of M/s V.M. & Associates, Company Secretaries in
Whole-time Practice, is also sought, for the year 2013-14, given in the
notice.
CORPORATE GOVERNANCE
The Company considers Corporate Governance as an important step towards
building investor confidence, improve investor''s protection and
maximize long term shareholder value. It has implemented all the
provisions of the Corporate Governance as stipulated under Clause 49 of
the listing agreements with all the stock exchanges, where the Company
is listed. It has always been a constant endeavor of the Company to
adopt good corporate governance code through independent Board,
transparent disclosures and shareholders empowerment for creating and
sustaining shareholder value. A separate section on Corporate
Governance along with a certificate from the Auditors of the Company,
certifying compliance of stipulations of Clause 49 of listing
agreements with the stock exchanges with regards to the Corporate
Governance code is present elsewhere.
CONSERVATION OF ENERGY
The Company has taken various steps to reduce consumption of power,
fuel, oil and other energy resources. The Company regularly takes
advice from experts on energy conservation measures to be adopted.
Regular studies are undertaken for assessing the possibilities of use
of various methods by which the Company optimizes the use of energy
without effecting the productivity, quality etc. Training programs are
conducted to increase awareness on energy saving. As already mentioned,
the efforts of the Company have already started showing results as the
power, fuel and water expenses have been reduced for the year under
review. This reduction has been achieved despite of escalating power
and fuel prices.
RESEARCH & DEVELOPMENT / TECHNOLOGY ABSORPTION
Company continued to give utmost importance to the R&D activities. The
Company has its own in- house well-developed Research and Development
division. The objective of the Company through continuous Research and
Development activities is the introduction of cost effective,
state-of-art- products with enhanced life and to increase the
production capacity. The Company''s Laboratory and R&D division is
continuously working towards new developments and keeps pace with the
latest developments in high tech areas.
FOREIGN EXCHANGE EARNING AND OUTGO
Activities relating to exports; initiatives taken to increase exports,
development of new export markets for product and services; and export
plans:
The Company is engaged in the manufacture and export of leather safety
shoes and shoe uppers. The majority sale is through exports. Due to the
economic slow down, the export market of the regular products has been
badly affected. This is being countered by two activities: -
A. Realign fresh business from existing customers with new products.
B. Develop an Indian Market network.
Hopefully the results should start showing with in the next six months.
It is our endeavor to fight the worldwide recession.
(Amount in Rs.)
Earning:
Export (FOB) 1798.92
Outgo:
Travelling expenses 11.63
Claim & compensation for quality & Development 0.00
Raw material 179.27
Sales Commission 0.00
Repairs & Maintenance 1.20
Plant & machinery 2.68
Membership Fees 1.55
Testing fees 0.27
Royalty 197.68
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for assistance
and co-operation received from the Bankers, Central & State government,
Local Authorities, Client, Vendors, Advisors, Consultants, Associates
at all levels for their continued guidance and support. Your Directors
also wish to place on record their deep sense of appreciation for their
commitment, dedication and hard work put in by every member of the
Company.
To them goes the credit for the Company''s achievement and to you, our
shareholders we are deeply grateful for the confidence and the faith
that you have always reposed in us.
For and on behalf of the Board of Directors
PLACE : Jaipur Sd/- Sd/-
DATE : 30.05.2013 R.K. Poddar Amita Poddar
Director Director
Sep 30, 2012
To the members of the company
The directors have great pleasure in presenting the annual report
together with audited statement of accounts for the year ended
September 30, 2012.
consolidated standalone
financial highlights 2011-12 2010-11 2011-12 2010-11
In Rs. in Rs. in Rs. in Rs.
net revenue
from
operations 452,05,81,457 394,14,84,572 308,39,19,980 259,01,34,455
less
expenditure 351,72,78,952 315,19,23,741 232,52,57,512 196,42,22,961
operating
profit
(pbidt) 100,33,02,505 78,95,60,831 75,86,62,468 62,59,11,594
Interest 20,51,99,592 13,12,51,927 18,38,28,194 11,23,28,263
profit
before
depreciation
& tax (pbt) 79,81,02,913 65,83,08,904 57,48,34,274 51,35,83,331
Depreciation 42,34,87,038 38,13,99,581 29,79,43,411 28,50,32,096
profit before
tax 37,46,15,875 27,69,09,323 27,68,90,863 22,85,51,235
provision
for
taxation 6,74,85,866 6,25,23,300 5,53,15,987 4,44,39,137
profit
after tax 30,71,30,009 21,43,86,023 22,15,74,876 18,41,12,098
provision
for
deferred tax 1,30,14,433 1,33,65,153 1,12,54,813 1,18,15,561
profit
after
deferred tax 29,41,15,576 20,10,20,870 21,03,20,063 17,22,96,537
balance
brought forward 51,66,76,293 60,76,03,627 22,14,10,737 34,10,62,404
Profit
available
for
appropriation 81,07,91,869 80,86,24,497 43,17,30,800 51,33,58,941
appropriations
proposed
final dividend 4,30,42,192 3,58,68,494 4,30,42,192 3,58,68,494
dividend
distribution
tax 69,82,520 60,79,710 69,82,520 60,79,710
general reserve 15,00,00,000 25,00,00,000 15,00,00,000 25,00,00,000
balance
carried forward 61,07,67,157 51,66,76,293 23,17,06,088 22,14,10,738
results of operation: consolidated
income for the year ended September 30 2012 was Rs..452.06 crore as
compared to Rs..394.15 crore for the previous year, net profit after
tax wasRs.. 29.41 crore vis-a-vis Rs.. 20.10 crore for fy 2010-11.
earningspersharewas Rs..12.30comparedto Rs..8.41 for the previous year.
standalone
income for the year ended September 30 2012 was Rs. 308.39 crore as
compared to Rs.. 259.01 crore for the previous year, net profit after
tax was Rs. 21.03 crore vis-a-vis Rs.. 17.23 crore for fy 2010-11.
earnings per share was Rs..8.80 compared to Rs.. 7.21 for the previous
year.
share capital
the paid up share capital of the company as on September 30 2012 stood
at Rs. .23.91 cr and the reserves and surplus stood at Rs..206.18 cr
and on consolidated level reserves and surplus stood at Rs.. 268.29 cr
as against Rs.. 242.61 cr in the previous year.
dividend
your directors are pleased to recommend an enhanced dividend of re 1.80
per share on a paid up capital of X 23,91,23,290 total dividend pay-out
including dividend distribution tax is Rs..5.00 cr.
allotment of convertible warrants on preferential basis in terms of the
approval given by the shareholders of the company at the last annual
general meeting held on 29.03.2012 and upon receipt of requisite
statutory approvals, the board of directors of the company had, on
23.05.2012, allotted 12.50 lakh nos of convertible warrants each on
preferential basis to g muralikrishna and v ramachandran, two of the
promoters of the company, these warrants are convertible upon exercise
of the option by the allottees within 18 months from the date of
allotment, the promoters have brought in Rs..1,82,75,000 towards
application money as per sebi guidelines, they have further brought in
Rs..2,74,12,500 upon exercise of option for allotment of first tranche
of equity shares as per applicable guidelines.
business and prospects
the business focus continues to be on banking and financial services
and insurance, healthcare and technology verticals.
in the bfsi vertical, the company has seven of the top 20 global banks
as its clients, clients in this vertical include universal banks,
investment banks, capital market institutions, insurance companies etc.
in the healthcare vertical the company caters to healthcare providers,
healthcare payers and life sciences companies, the company works for
multinational system integrators and technology companies, an iconic
global automobile giant is another significant relationship in the
manufacturing segment.
the company has long-standing relationships with large multinational
corporations, top 20 clients are all fortune 500 corporations.
focus on a few large clients has helped the company to strengthen the
relationship and gain increased traction from existing clients, the
company derives more than 90% of revenues through repeat business,
which is a result of established client relationships.
the company has a strong deal pipeline and there is strong traction in
the bfsi vertical.
the time tested relationship the company enjoys with these marquee
clients is the main driver propelling huge organic growth momentum, as
a result of constant efforts in mining these accounts, the company is
witnessing record growth rate over the last few quarters, the
management feels this organic growth thrust would take the company into
the big league during the current decade.
this is endorsed by the credit rating agency crisil too. crisil in
their report states that helios will continue to benefit over the
medium term from its established customer relationships, crisil
believes that as the scale of operations improves significantly through
better client and geographical diversification of revenues, the company
maintains healthy profitability levels.
subsidiary companies and consolidated financial statements
with the gradual easing of the global slowdown and with the USA economy
looking up, all the subsidiaries have performed satisfactorily during
the year as per section 212 of the companies act 1956, the company is
required to attach directors report, balance sheet and profit and loss
account of the subsidiaries, the ministry of corporate affairs,
government of india, vide its general circular no: 2/2011 dated
08.02.2011, has provided exemption to companies from complying with
section 212, provided the board approves the proposal and such
companies publish the audited consolidated financial statements in the
annual report, accordingly, the annual report for 2011-12 does not
contain the financial statements of the subsidiaries, the audited
annual accounts and related information of the subsidiaries, where
applicable, will be made available upon request, these documents will
also be available for inspection during business hours at the
registered office of the company at chennai. the same also will be
published on the company''s website www.heliosmatheson.com.
vMoksha - arbitration status
as reported already, your company signed a definitive share purchase
agreement (spa) to acquire 100% equity in three vmoksha entities based
at bangalore, Singapore and usa in the month of may 2005. however, the
sellers tried to renege the spa and hence your company initiated
arbitration proceedings.
arbitration proceedings were presided by hon''ble justice
mr.k.venkataswami, judge, supreme court (retd) as the sole arbitrator,
arbitration proceedings were conducted over a period of two years
spread over 34 sittings, the first sitting was held on 28.10.2006 and
thirty fourth sitting was held on 28.06.2008 and 5 volumes of 1370
pages of documents were submitted before the arbitrator, the hon''ble
arbitrator posted the matter for pronouncement of award on 20.09.2008.
at the request of the advocates of the respondents the award date was
rescheduled to 29.09.2008. unfortunately, hon''ble justice
mr.k.venkataswami passed away on 26.09.2008 just 3 days before the
revised pronouncement date, as the company wanted to settle the issue
in a legally valid manner, the company decided to continue the
arbitration proceedings, hence, the company has filed a petition before
the hon''ble high court of madras seeking its directions for appointment
of a new arbitrator for speedy disposal of the arbitration proceedings
[o.p.no.336 of 2009]. the petition is pending before the honble high
court for disposal.
based on its present knowledge of facts and as per legal opinion
obtained, the current legal proceedings, in the opinion of your
management, will not have a material adverse effect on the results /
operations of helios and matheson.
particulars of employees
as required by the provisions of section 217 (2a) of the companies act,
1956, read with companies (particulars of employees) rules, 1975, as
amended, the names and other particulars of the employees are set out
in annexure to the directors'' report, however, as per the provisions of
the section 219(1) (b) (iv) of the companies act, 1956, the report of
the directors is being sent to all the shareholders of the company
excluding the aforesaid information, any shareholder of the company
interested in obtaining such information may write to the secretary at
the corporate office of the company.
share capital
the company''s shares are listed on national stock exchange mumbai
(nse), the bombay stock exchange ltd. (bse), and the madras stock
exchange (mse). the company has paid the respective annual listing fees
to all the stock exchanges and there are no arrears.
directors'' responsibility statement
pursuant to the requirement under section 217 (2aa) of the companies
act, 1956, with respect to directors responsibility statement, it is
hereby confirmed:
that in the preparation of the annual accounts for the financial year
ended September 30 2012 the applicable accounting standards have been
followed along with proper explanation relating to material departures.
that the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for the year under review.
that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the companies act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
that the directors have prepared the accounts for the financial year
ended September 30 2012 on a "going concern" basis.
directors
avm (retd) srinivasa rao.sistla retires by rotation at this annual
general meeting and is eligible for election, the tenure of mr
g.muralikrishna, managing director & ceo, expires in january 2014. the
board of directors at their meeting held on 05.02.2013 decided to
reappoint him for another 5 years with effect from 01.04.2013 on terms
and conditions stipulated elsewhere in this annual report,
mr.muralikrishna has been the managing director of the company since
its inception in 1991. necessary resolutions for approval of
shareholders are proposed in the notice of the ensuing annual general
meeting for the reappointment of avm(retd) sr sistla as director and mr
muralikrishna as managing director & ceo for a period of five years
with effect from april 1,2013.
conservation of energy, research & development, technology absorption,
foreign exchange earnings and outgo the provisions of subsection (1)
(e) of section 217 of the companies act, 1956, read with companies
(disclosure of particulars in the report of board of directors) rules,
1988, are set out in the annexure to this report.
auditors
m/s.venkatesh & co., chartered accountants, chennai, retire at the
ensuing annual general meeting and are eligible for reappointment, a
certificate under section 224 (1-b) of the companies act, 1956, has
been received from them.
acknowledgement
your directors thank the clients, vendors, investors, financial
institutions and bankers for their continued support for the company''s
growth, your directors place on record their appreciation of the
contribution made by the employees at all levels, who, through their
competence, hard work, solidarity, cooperation and support, have
enabled the company to achieve rapid growth.
your directors thank the government of india, particularly the
department of electronics, software technology parks- chennai and
bangalore, department of commerce (mepz special economic zone) chennai,
ministry of information technology, ministry of commerce, the reserve
bank of india, the department of telecommunications, the state
governments, and other government agencies for their support during the
year and look forward to their continued support in the future.
for and on behalf of the board
place: chennai muralikrishna g.
date: 05.02.2013 chairman & managing director
Sep 30, 2011
To the members of the company your directors have great pleasure in
presenting the annual report together with audited statement of
accounts for the year ended September 30, 2011.
financial highlights 2010-11 2009-10
in RS in RS
Net revenue from operations 259,01,34,555 230,45,57,427
Less expenditure 196,42,22,961 173,56,48,125
Operating profit (pbidt) 62,59,11,594 56,89,09,302
Interest 11,23,28,263 8,33,37,658
Profit before depreciation &
tax (pbdt) 51,35,83,331 48,55,71,644
Depreciation 28,50,32,096 24,89,25,465
Profit before tax (pbt) 22,85,51,235 23,66,46,179
Provision for taxation 4,44,39,137 4,02,18,018
Profit after tax 18,41,12,098 19,64,28,161
provision for deferred tax 1,18,15,561 1,01,99,164
profit after deferred tax 17,22,96,537 18,62,28,997
balance brought forward 34,10,62,404 44,56,99,037
profit available for appropriation 51,33,58,941 63,19,28,034
appropriation s
proposed dividend 3,58,68,494 3,58,68,494
dividend tax 60,79,710 49,97,137
general reserve 25,00,00,000 25,00,00,000
balance carried forward 22,14,10,738 34,10,62,404
results of operation
income for the year ended September 30, 2011 was Rs. 259.01 crore as
compared to Rs. 230.45 crore for the previous year (standalone). net
profit after tax for the year ended September 30, 2011 was Rs. 17.22
crore vis-ÃÂ -vis Rs. 18.62 crore for fy 2009-10. earnings per share was
Rs. 7.21 as compared to Rs. 7.79 for the previous year.
Income for the year ended September 30, 2011 was Rs. 394.14 crore as
compared to Rs.360.70 crore for the previous year (consolidated), net
profit after tax for the year ended September 30, 2011 was Rs. 20.10
crore vis-a-vis Rs. 21.56 crore for fy 2009-10. earnings per share was
Rs. 8.40 as compared to Rs. 9.00 for the previous year.
share capital
the paid up share capital of the company as on September 30, 2011 stood
at Rs. 23.91 cr and the reserves and surplus stood at Rs. 190.15 cr.
dividend
your directors are pleased to recommend a 15% dividend at Rs. 1.50 per
share on a paid up capital of Rs. 23,91,23,290. total dividend pay-out
including dividend distribution tax is Rs. 4.19.cr.
foreign currency convertible bonds
the company bought back facts of nominal value of $ 1.40 million at 25%
discount as per the guidelines and requisite approvals received from
the reserve bank of india and extinguished the same, this transaction
resulted in savings of Rs. 2.01 cr.in the redemption premium payable on
maturity, after cancellation of these $ 1.40 million bonds, the balance
outstanding $ 15.60 million bonds, together with accrued premium, were
fully discharged on the due date in July 2011.there are no outstanding
of fccb as on date.
business
our cutting edge technology and focus on seamless delivery of smart
solutions has opened new opportunities, long standing relationship with
clients that we have fostered and continue to build upon has been a key
to our success, we continue to uphold trust by constantly trying to
enhance client experiences - focusing on delivering consistently with
better quality and understanding the needs of both the client and the
market.
the company continues to invest in future proof technology
infrastructure to meet the ever growing business requirements of its
global clients, during the year the company invested in additional
facilities in prime locations in Chennai and bengaluru. the entire
infrastructure is certified to is 27001 standards covering 11 domains
and 133 controls and is fully compliant with international security
standards.
subsidiary companies accounts
as per section 212 of the companies act 1956, the company is required
to attach directors report, balance sheet and profit and loss account
of the subsidiaries, the ministry of corporate affairs, government of
india, vide its general circular no: 2/2011 dated 08.02.2011, has
provided exemption to companies from complying with section 212,
provided the board approves the proposal and such companies publish the
audited consolidated financial statements in the annual report,
accordingly, the annual report for 2010-11 contains the consolidated
financial statements, the audited annual accounts and related
information of the subsidiaries, where applicable, will be made
available upon request, these documents will also be available for
inspection during business hours at the registered office of the
company at Chennai. the same also will be published on the company's
website www.heliosmatheson.com.
present position vis a vis arbitration proceedings in the vmoksha case
as reported already, your company signed a definitive share purchase
agreement (spa) to acquire 100% equity in three vmoksha entities based
at bengaluru, Singapore and usa in the month of may 2005. however, the
sellers tried to renege the spa and hence your company initiated
arbitration proceedings.
arbitration proceedings were presided by hon'ble justice
mr.k.venkataswami, judge, supreme court (retd) as the sole arbitrator,
arbitration proceedings were conducted over a period of two years
spread over 34 sittings, the first sitting was held on 28.10.2006 and
thirty fourth sitting was held on 28.06.2008 and 5 volumes of 1370
pages of documents were submitted before the arbitrator, unfortunately,
hon'ble justice mr.k.venkataswami passed away on 26.09.2008 just 3 days
before the pronouncement date, the company filed a petition before the
hon'ble high court of madras seeking its directions for appointment of
a new arbitrator [o.p.no.336 of 2009].the petition is pending before
the hon'ble high court for disposal.
based on its present knowledge of facts and as per legal opinion
obtained, the current legal proceedings, in the opinion of your
management, will not have a material adverse effect on the results !
operations of helios and mathes on.
Particulars of employees
as required by the provisions of section 217 (2A) of the companies act,
1956, read with companies (particulars of employees) rules, 1975, as
amended, the names and other particulars of the employees are set out
in annexure to the directors' report . however, as per the provisions
of the section 219(1)(b)(iv) of the companies act, 1956, the report of
the directors is being sent to all the shareholders of the company
excluding the aforesaid information, any shareholder of the company
interested in obtaining such information may write to the secretary at
the corporate office of the company.
listing
the company's shares are listed on national stock exchange Mumbai
(nse), the Bombay stock exchange ltd (bse) and the madras stock
exchange (mse). the company has paid the respective annual listing fees
to all the stock exchanges and there are no arrears.
directors' responsibility statement
pursuant to the requirement under section 217 (2AA) of the companies
act, 1956, with respect to directors responsibility statement, it is
hereby confirmed:
that in the preparation of the annual accounts for the financial year
ended September 30, 2011 the applicable accounting standards have been
followed along with proper explanation relating to material departures.
that the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for the year under review.
that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the companies act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
that the directors have prepared the accounts for the financial year
ended September 30, 2011 on a going concern* basis.
Directors
Ms.chandra ramesh retires by rotation at this annual general meeting
and is eligible for reappointment.
conservation of energy, research a development, technology absorption,
foreign exchange earnings and outgo the provisions of subsection (1)
(e) of section 217 of the companies act, 1956, read with companies
(disclosure of particulars in the report of board of directors) rules,
1988, are set out in the annexure to this report.
auditors
m/s.venkatesh & co., chartered accountants, chennai, retire at the
ensuing annual general meeting and are eligible for reappointment, a
certificate under section 224 (1-b) of the companies act, 1956, has
been received from them.
acknowledgement
your directors thank the clients, vendors, investors, financial
institutions and bankers for their continued support for your company's
growth, your directors place on record their appreciation of the
contribution made by the employees at all levels, who, through their
competence, hard work, solidarity, cooperation and support, have
enabled the company to achieve rapid growth.
your directors thank the government of india, particularly the
department of electronics, software technology parks- Chennai and
bengaluru, department of commerce (mepz special economic zone) Chennai,
ministry of information technology, ministry of commerce, the reserve
bank of india, the department of telecommunications, the state
governments and other government agencies for their support during the
year and look forward to their continued support in the future.
for and on behalf of the board
place: chennai
muralikrishna g.
date: 14.02.2012
chairman & managing director
Sep 30, 2010
The directors have great pleasure in presenting the annual report
together with audited statement of accounts for the year ended
September 30 2010.
financial highlights 2009-10 2008-09
(12 months) (18 months)
in rs in rs
net revenue from operations 230,45,57,427 307,40,73,154
less expenditure 173,56,48,125 229,90,60,705
operating profit (pbidt) 56,89,09,302 77,50,12,449
interest 8,33,37,658 9,99,95,695
profit before depreciation a tax (pbdt)48,55,71,644 67,50,16,754
depreciation 24,89,25,465 29,91,46,926
profit before tax (pbt) 23,66,46,179 37,58,69,828
provision for taxation 4,02,18,018 4,51,42,264
profit after tax 19,64,28,161 33,07,27,564
provision for deferred tax 1,01,99,164 3,04,65,159
profit after deferred tax 18,62,28,997 30,02,62,405
balance brought forward 44,56,99,037 46,19,38,278
profit available for appropriation 63,19,28,034 76,22,00,683
appropriations
interim dividend - 3,46,68,494
interim dividend tax - 47,91,727
proposed final dividend 3,58,68,494 2,31,12,329
final dividend tax 49,97,137 39,29,096
general reserve 25,00,00,000 25,00,00,000
balance carried forward 34,10,62,404 44,56,99,037
business 8t results of operation
it has been a satisfactory journey for the past 20 years, the company
has been able to maintain an uninterrupted record of profits year on
year for the last 20 years.
net revenue at rs.230 crore and pbidt at rs. 56.89 crore reflect an
increase of 12% and 10% respectively over the previous year on a
pro-rated basis, profit after tax is however impacted by 7% as compared
to the previous year (on a pro-rated basis) on account of higher
provision for depreciation, interest and income tax.
income for the year ended September 30.2010 was rs 360.70 crore as
compared to rs. 525.60 crore (18 months) the previous year on a
consolidated basis, earnings per share was rs 9.0 as compared tors.
10.35.
particulars of employees
as required by the provisions of section 217 (2a) of the companies act,
1956, read with companies (particulars of employees) rules, 1975, as
amended, the names and other particulars of the employees are required
to be set out in annexure to the directors report, however, as per the
provisions of the section 219(1) (b) (iv) of the companies act, 1956,
the report of the directors is being sent to all the shareholders of
the company excluding the aforesaid information, any shareholder of the
company interested in obtaining such information may write to the
secretary at the corporate office of the company.
prospects
riding on the back of a drive towards long term engagements with key
partners in the previous year, helios and matheson has scaled new
heights, a shift in focus towards servicing the top players across
verticals has played a distinct role in this growth, providing new
business opportunities and rising revenue earnings.
another vital reason for our successes has been the sustained
relationships with clients that helios and matheson has nurtured and
continues to build upon, we repay this trust by constantly looking for
ways to enrich client experience, focusing deliveries with better
quality, consistency and an understanding of the clients and the
markets needs.
inherent values coupled with an incisive vision let us ride the
challenges of the recession, a strong belief that our growth and
success should reflect on our clients.
active business remodeling during testing times has brought the
strengths of our management to the fore, narrowing down on clientele
allowed us to concentrate on servicing top players across the market,
this paradigm shift has helped us climb up the value chain along with
our clients.
as we end a decade of overcoming challenges, seizing opportunities and
exciting growth, we look forward to leaping higher than ever before.
the IT industry presents a substantial scope of growth for enterprises
that deliver quality service irrespective of the size, we staunchly
adhere to establishing a long term relationship with the clients for
equitable growth and success, the quality and expertise in our services
is aptly demonstrated by the profitable revenue generation from repeat
business.
listing
the companys shares are listed on national stock exchange mumbai
(nse), the bombay stock exchange ltd. (bse), and the madras stock
exchange (mse). the company has paid the respective annual listing fees
to all the stock exchanges and there are no arrears.
directors responsibility statement
pursuant to the requirement under section 217 (2aa) of the companies
act, 1956, with respect to directors responsibility statement, it is
hereby confirmed:
that in the preparation of the annual accounts for the financial year
ended September 30 2010 the applicable accounting standards have been
followed along with proper explanation relating to material departures.
that the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for the year under review.
that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the companies act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
that the directors have prepared the accounts for the financial year
ended September 30 2010 on a "going concern" basis.
directors
mr. s.k patil retires by rotation at this annual general meeting and is
eligible for reelection.
conservation of energy, research Et development, technology absorption,
foreign exchange earnings and outgo
the provisions of subsection (1) (e) of section 217 of the companies
act, 1956, read with companies (disclosure of particulars in the report
of board of directors) rules, 1988, are set out in the annexure to this
report. auditors
m/s.venkatesh & co., chartered accountants, chennai, retire at the
ensuing annual general meeting and are eligible for reappointment, a
certificate under section 224 (1-b) of the companies act, 1956, has
been received from them.
acknowledgement
your directors thank the clients, vendors, investors, financial
institutions and bankers for their continued support for your companys
growth, your directors place on record their appreciation of the
contribution made by the employees at all levels, who, through their
competence, hard work, solidarity, cooperation and support, have
enabled the company to achieve rapid growth.
your directors thank the government of india, particularly the
department of electronics, software technology parks- chennai and
bangalore, department of commerce (mepz special economic zone) chennai,
ministry of information technology, ministry of commerce, the reserve
bank of india, the department of telecommunications, the state
governments, and other government agencies for their support during the
year and look forward to their continued support in the future.
for and on behalf of the board
place: chennai g.k.muralikrishna
date :14.02.2011 ceo & managing director
Sep 30, 2009
The directors have great pleasure in presenting the annual report
together with audited statement of accounts for the 18 months period
ended September 30 2009.
financial highlights 2008-09 2007-08
in rs in rs
net revenue from operations 307,40,73,154 218,26,36,019
less expenditure 229,90,60,705 147,08,93,445
operating profit (pbidt) 77,50,12,449 71,17,42,574
interest 9,99,95,695 5,18,26,341
profit before depreciation
a tax (pbdt) 67,50,16,754 65,99,16,233
depreciation 29,91,46,926 12,86,19,736
profit before tax (pbt) 37,58,69,828 53,12,96,497
provision for taxation 4,51,42,264 3,94,83,200
profit after tax 33,07,27,564 49,18,13,297
provision for deferred tax 3,04,65,159 3,41,01,300
profit after deferred tax 30,02,62,405 45,77,11,997
balance brought forward 46,19,38,278 34,36,86,502
profit available for appropriation 76,22,00,683 80,13,98,499
appropriations
interim dividend 3,46,68,494 -
interim dividend tax 47,91,727 -
proposed final dividend 2,31,12,329 3,46,68,494
final dividend tax 39,29,096 47,91,727
general reserve 25,00,00,000 30,00,00,000
balance carried forward 44,56,99,037 46,19,38,278
business & results of operation
income for the eighteen months period ended september30,2009 was
rs.307.41 crore (rs.218.26). net profit after tax during the relevant
period was rs. 30.03 crore. earnings pershare was rs 12.99.
revenue on a consolidated basis for the eighteen months period was
rs.525.60 crore and ebitda for the relevant period was rs.78.65 crore
(rs.74.48).
the slow down in the global markets, particularly the USA which
contributes significantly to your companys revenues, has impacted the
performance during the year under review. however, the fundamental
strengths of your companys business model helped the company post
satisfactory results, some of the key factors responsible for this
sustained success are:
proven global delivery model:
we believe our highly evolved global delivery model represents a key
competitive advantage, over the past decade, we have developed our
onsite and offshore execution capabilities to deliver high quality and
scalable services, in doing so, we have made substantial investments in
our processes, infrastructure and systems, and have refined our global
delivery model to effectively integrate onsite and offshore technology
services, our global delivery model provides clients with seamless,
high quality solutions in reduced time frames enabling them to achieve
operating efficiencies, to address changing industry dynamics, we
continue to refine this model, through our modular global sourcing
framework, we assist clients in segmenting their internal business
processes and applications, including IT processes.
commitment to superior process:
the company delivers high quality and cost effective services to its
clients through mature delivery processes, scalable infrastructure and
skilled global resource base, the service offerings are delivered
through a mix of onsite resources located in the client geography and
offshore resources in india.
long-standing client relationships:
we have long-standing relationships with large multinational
corporations built on successful prior engagements with them, our track
record of delivering high quality solutions across the entire software
life cycle and our strong domain expertise help us cement these
relationships and gain increased business from our existing clients, as
a result, we have a history of client retention and derive a
significant proportion of revenues from repeat clients.
ability to scale:
we have successfully managed our growth by investing in infrastructure
and by rapidly recruiting, training and deploying new professionals, we
currently have 6 global development centers, we can rapidly deploy
resources and execute new projects through the scalable network of our
global delivery centers.
share capital
the paid up share capital of the company as on September 30,2009 stood
at rs 23.11 cr and the reserves and surplus stood atrs. 182.18cr.
dividend
your directors are pleased to recommend a final dividend.of rupee one
per share on a paid up capital of rs 23.11 cr. together with interim
dividend of rs.1.50 paid earlier total dividend payment is rs 2.50 per
share for the year, dividend pay-out including interim dividend and
dividend distribution tax is rs.6.65cr(3.95cr)
fccb
as on date a total of US $ 8 million stand converted into equity shares
as advised by the trustee, bank of new york, mellon, leaving US$17
million only outstanding.
accounting year
pursuant to the approval received from the registrar of companies,
chennai, the company extended its accounting year for 2008-09 to cover
a period of 18 months from april 01, 2008 to September 30, 2009.
consequently, in future, the accounting year of the company will be
from 1st October to 30th September of the following year.
subsidiary companies and consolidated financial statements
the company also received the approval of the central goverment
granting it exemption under section 212(8) of the companies act, 1956,
from attaching the annual audited accounts and other reports of its
subsidiary companies. consequently the annual report is being sent to
all the shareholders containing the summarised financial statement of
the subsidiary companies, any shareholder of the company interested in
obtaining the complete set of accounts may write to the company
secretary at the corporate office of the company.
given the macro-environment, subsidiary companies viz. the laxmi group
inc, ca, usa, maruti consulting, ca, usa, helios and matheson north
america inc (hmna), helios and matheson inc, usa helios and matheson
(Singapore) pte.ltd, Singapore jayamaruti software systems ltd,
chennai, India and helios and matheson (IT) bangalore ltd, India have
all performed satisfactorily during the year, the financial information
relating to these subsidiaries is given elsewhere in the report.
hmna, a subsidiary of your company, has become a delaware corporation
effective november 2009. your company has invested an additional usd 1
million in this company, thereby taking its holding to 69.43%.
acquisition of vmoksha - an update
as reported already, your company signed a definitive share purchase
agreement (spa) to acquire 100 % equity in three vmoksha entities based
at bangalore, Singapore and usa in the month of may 2005. however, the
sellers tried to renege the spa and hence your company initiated
arbitration proceedings.
arbitration proceedings were presided by honble justice
mr.k.venkataswami, judge, supreme court (retd) as the sole arbitrator,
arbitration proceedings were conducted over a period of two years
spread over 34 sittings, the first sitting was held on 28.10.2006 and
thirty fourth sitting was held on 28.06.2008 and 5 volumes of 1370
pages of documents were submitted before the arbitrator, the honble
arbitrator posted the matter for pronouncement of award on 20.09.2008.
at the request of the advocates of the respondents the award date was
rescheduled to 29.09.2008. unfortunately, honble justice mr. k.
venkataswami passed away on 26.09.2008 just 3 days before the revised
pronouncement date, as the company wanted to settle the issue in a
legally valid manner, the company decided to continue the arbitration
proceedings. hence, the company has filed a petition before the
honble high court of madras seeking its directions for appointment of
a new arbitrator for speedy disposal of the arbitration proceedings
[o.p. no. 336 of 2009].
based on its present knowledge of facts and as per legal opinion
obtained, the current legal proceedings, in the opinion of your
management, will not have a material adverse effect on the results /
operations of helios and matheson.
particulars of employees
as required by the provisions of section 217 (2A) of the companies act,
1956, read with companies (particulars of employees) rules, 1975, as
amended, the names and other particulars of the employees are set out
in annexure to the directors report .however, as per the provisions of
the section 219(1) (b) (iv) of the companies act, 1956, the report of
the directors is being sent to all the shareholders of the company
excluding the aforesaid information, any shareholder of the company
interested in obtaining such information may write to the secretary at
the corporate office of the company.
prospects
a recovery is on way after a difficult year, as companies resume
spending on computers and software, according to analysts.
forrester research inc. has reported that it expects global spending on
technology products and services to grow 8.1 percent in 2010, to more
than $1.6 trillion. US spending is expected to rise 6.6 percent, to
$568 billion.
forrester is not alone in predicting a rebound for the year. gartner
inc. forecast 3.3 percent growth in global technology spending, another
analyst firm, idc, said in december that worldwide tech spending would
grow 3.2 percent in 2010, returning the industry to 2008 levels of
about $1.5 trillion.
the companys shares are listed on national stock exchange mumbai
(nse), the bombay stock exchange ltd. (bse), and the madras stock
exchange (mse). the company has paid the annual listing fees to all the
stock exchanges and there are no arrears.
directors responsibility statement
pursuant to the requirement under section 217 (2AA) of the companies
act, 1956, with respect to directors responsibility statement, it is
hereby confirmed:
i. that in the preparation of the annual accounts for the financial
year ended September 30, 2009 the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
ii. that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit of the company for the year under review.
iii. that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the companies act, 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
iv. that the directors have prepared the accounts for the financial
year ended September 30, 2009 on a "going concern" basis.
directors
air vice marshal(retd) s r sistla, director retires by rotation at the
annual general meeting and offers himself for reelection. mr v
ramachandiran who joined the board of your company as chairman in march
1991 will be retiring by rotation at the ensuing annual general meeting
and, pursuant to the retirement policy of the company, has opted not to
seek reelection, your board has resolved not to fill the vacancy caused
by mr v ramachandirans retirement by rotation, mr v ramachandiran has
been responsible for successfully steering the company through the past
2 decades with a focus on profitability and shareholder returns, your
board places on record its deep appreciation of the valuable services
rendered by mr v ramachandiran during his tenure to your company, mr
ramachandiran would continue to be closely associated with your company
in an advisory role, it has been decided that mr g k muralikrishna,
managing director of the company will also function as chairman of the
board from march 25, 2010, the date of the next annual general meeting
of the company, it has also been decided that mr.diwakar sai yerra,
director, who has been serving on the board since 28.12.1995 would
start functioning as wholetime director on the board upon obtaining the
approval of the shareholders at the ensuing annual general meeting.
conservation of energy, research & development, technology absorption,
foreign exchange earnings and outgo
the provisions of subsection (1) (e) of section 217 of the companies
act, 1956, read with companies (disclosure of particulars in the report
of board of directors) rules, 1988, are set out in the annexure to this
report.
auditors
m/s.venkatesh & co., chartered accountants, chennai, retire at the
ensuing annual general meeting and are eligible for reappointment, a
certificate under section 224 (1-B) of the companies act, 1956, has
been received from them.
acknowledgement
your directors thank the clients, vendors, investors, financial
institutions and bankers for their continued support for your companys
growth, your directors place on record their appreciation of the
contribution made by the employees at all levels, who, through their
competence, hard work, solidarity, cooperation and support, have
enabled the company to achieve rapid growth.
your directors thank the government of india, particularly the
department of electronics, software technology parks- chennai and
bangalore, department of commerce (mepz special economic zone) chennai,
ministry of information technology, ministry of commerce, the reserve
bank of india, the department of telecommunications, the state
governments, and other government agencies for their support during the
year and look forward to their continued support in the future.
for and on behalf of the board
place: chennai
v. ramachandiran
date : January 30 , 2010
chairperson