Mar 31, 2014
To the Members,
The Directors have pleasure in presenting the 27th Annual Report
together with the Audited Statement of Accounts of your Company for the
year ended 31st March, 2014.
1. FINANCIAL RESULTS (Rs. in Lakhs)
2013-14 2012-13
Net Sales / Income From Operations 1,823 2,036
Other Operating Income 37 33
Operating (Loss) before interest and (132) (123)
Depreciation (PBIDTA)
Finance costs 92 81
Depreciation 82 84
Operating (Loss) before tax (307) (288)
Other Income, net 73 135
Net (Loss) before tax and Exceptional Item (233) (153)
Exceptional Item - -
Net (Loss) before tax and after Exceptional (233) (153)
Item Provision for taxation (7) 8
Net (Loss) after Tax (241) (145)
Deficit Brought Forward From Previous Year (226) (81)
Balance carried to Balance Sheet (467) (226)
Face value of Equity Shares (in Rupees) 10 10
EPS-Basic and Diluted (Before Exceptional Item) (1.68) (1.01)
(in Rupees)
EPS-Basic and Diluted (After Exceptional Item) (1.68) (1.01)
(in Rupees)
Book value per Share (in Rupees) 6.81 8.55
2. OPERATIONS
The total sales of the Company for the financial year ended on 31st
March, 2014 were Rs. 1823 Lakhs as against Rs. 2036 Lakhs during the
last financial year ended on 31st March, 2013. Similarly the net Loss
before tax and Exceptional Item during the same periods were Rs. 233
Lakhs and Rs 153 Lakhs respectively. This reduction in sales and
increase in Loss before tax and Exceptional Item is on account of
general slowdown in the economy, in-sourcing by existing clients,
higher attrition rate and higher cost of hiring.
The Consolidated Group sales stood at Rs. 1860 Lakhs against Rs.2105
Lakhs during the preceding year. The Consolidated Group net Loss before
tax and Exceptional Item during the year was Rs.236 Lakhs as against
Rs.139Lakhs in the previous year.
3. DIVIDEND
In view of the current year loss and carried forward losses the
Directors regret their inability to recommend any dividend to the
Equity Shareholders of the Company for the year under review.
4. SUBSIDIARY COMPANY
As on 31st March, 2014the Company has only one wholly-owned foreign
subsidiary, viz. Melstar Inc., in U.S.A.
The operations of Melstar Inc. on standalone basis for the year under
review are as under:
2013-14 2012-13
Particulars Foreign currency Indian Rs.
Revenue US US$ 64,680 Rs. 39 Lakhs
Profit After Tax US$ 288 Rs.0.17 Lakhs
2012-13
Particulars Foreign currency Indian Rs.
Revenue US US$ 131,320 Rs. 69 Lakhs
Profit After Tax US$ 29,816 Rs. 16 Lakhs
In view of the slowdown in the IT Industry of USA, no new projects were
procured. However, the Company has delivered the existing projects
successfully. The Company is looking for new projects with better
margins during the current financial year.
5. FINANCIAL STATEMENTS OF SUBSIDIARY
In terms of General Circular issued by the Central Government under
Section 212(8) of the Companies Act, 1956 vide Circular No.
5/12/2007-CL- III dated 08th February, 2011, it was decided to grant
general exemption from attaching copies of the Balance Sheet, Profit
and Loss Account, Report of the Board of Directors and the Report of
the Auditors of the Subsidiary Companies to the Balance Sheet of the
Company provided certain condition are fulfilled. However, as required
under the aforesaid approval, a summarized statement of financial
position of the subsidiary has been appended to the Annual Report
elsewhere. In terms of Accounting Standard 21 issued by the Institute
of Chartered Accountants of India, the Consolidated Financial
Statements includes the financial information of the Subsidiary
Company.
6. FUTURE PROSPECTS / OUTLOOK
The Company has identified the "Niche" areas of product and services
for continuous repetitive business which will give more business
stability and growth to the Company. The Company continues to embark on
improving margins of all product and service offerings by reducing the
variable costs and rationalizing the fixed costs. The results of these
initiatives are expected to yield in improving the overall
profitability of the Company further during the current year.
7. 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:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures from
the same;
b) the directors had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
company as at March 31,2014 and of the loss for the year ended on that
date;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d) the directors have prepared the annual accounts on a ''going concern''
basis.
8. PUBLIC DEPOSITS
The Company has not accepted any deposits from the Public or the
Shareholders during the year under review.
9. PARTICULARS OF EMPLOYEES
During the year under review, there was no employee covered under the
provisions of section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Amendment Rules, 2011.
MEASURES FOR PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:
The Company pursuant to the section 4 of the sexual Harassment of Women
at work place (Prevention, prohibition and Redressal) Act 2013 and
Rules made there under had constituted the Internal Complaints
Committee to lodge complaints if any. During the year no complaint was
lodged.
10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information 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 the Board of Directors) Rules, 1988
regarding Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo is given in the Annexure appended to this
report.
11. CORPORATE GOVERNANCE
A separate section on Corporate Governance and a Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreements with
the Stock Exchanges, and also a Management Discussion and Analysis
Report are appended hereto and forms integral part of the Annual
Report.
12. DIRECTORS
The Board of Directors of the Company in their meeting held on
13.11.2013 appointed Mr. Vijay Mishra as additional Director. He holds
office up to the date of the ensuing Annual General Meeting. The
Company has received notice in writing from member proposing the
candidature of Mr. Vijay Mishra as a Director of the Company. Further
in the Board Meeting held on 12.02.2014, Board appointed Mr. Vijay
Mishra as Managing Director of the Company for a period of 3 years with
effect from 13.11.2013 subject to approval of Members.
The Board of Directors of the Company in their meeting held on
12.02.2014 appointed Mr. R M Mishra as additional Director. He holds
office up to the date of the ensuing Annual General Meeting. The
Company has received notice in writing from member proposing the
candidature of Mr. R M Mishra as a Director of the Company.
As per the provisions of Companies Act, 2013, the independent directors
of the Company will have to be appointed by the members for a term upto
five years, and no independent director shall be liable to retire by
rotation. Further Mr Rajesh Shah ,Mr R.M.Mishra and Mr M.S.Adige have
given declaration to the Company under Section 149(6) of the Companies
Act,2013,that they qualify the criteria of independence mentioned under
that sub-section. Accordingly it is proposed to appoint them as
Independent Directors not liable to retire by rotation for a term of
five years from the ensuing Annual General Meeting.
Brief resume of the Directors proposed to be appointed, nature of their
expertise in specific functional areas and names of the Companies in
which they hold the directorship and membership/chairmanship of
committees of the Board, as well as their shareholding as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges, are
given in the Report on Corporate Governance forming part of the Annual
Report.
Mr. P V R Murthy Director resigned from the Board with effect from
24.10.2013,
The Board place on records their sincere appreciation for the valuable
contribution made by Mr. P V R Murthy during his tenure as Director of
the Company.
Mr. Richard D''Souza Managing Director resigned from the Board with
effect 09.12.2013. The Board place on records their sincere
appreciation for the valuable contribution made by Mr. Richard D''Souza
during his tenure as Manager - Chief Executive Officer (upto
22.05.2013) and Managing Director (from 23.05.2013 to 09.12.2013) of
the Company.
13. AUDITORS
M/s. Kanu Doshi Associates Chartered Accountants, the Statutory
Auditors of the Company, retire at the ensuing Annual General Meeting.
They have confirmed their eligibility and willingness for
reappointment. The Directors commend their reappointment by the Members
at the forthcoming AGM. .
14. ACKNOWLEDGEMENTS
The Board wishes to express their deep appreciation for the assistance
and co-operation received from various Regulatory and Government
authorities, Stock Exchanges, Banks, Customers, Vendors, Business
Associates and Shareholders of the Company during the year under
review. The Board also places on record its deep appreciation for the
committed and unstinted efforts with which all the employees have
performed their duties and responsibilities during the year under
review.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
VIJAY MISHRA RAJESH SHAH
Managing Director Director
Mumbai, 08.08.2014
Mar 31, 2013
To the Members,
The Directors have pleasure in presenting the Twenty Sixth Annual
Report together with the Audited Statement of Accounts of your Company
for the year ended 31st March, 2013.
1. FINANCIAL RESULTS
(Rs. in Lakhs
2012-11 2011-12
Net Sales / Income From Operations 2,036 5,287
Other Operating Income 33 57
Operating Profit / (Loss)
before interest and Depreciation
(PBIDTA) (123) 208
Finance costs 81 46
Depreciation 84 86
Operating Profit / (Loss) before tax (288) 76
Other Income, net 135 107
Net Profit / (Loss) before
tax and Exceptional Item (153) 183
Exceptional Item
Net Profit / (Loss) before
tax and after Exceptional Item (153) 183
Provision for taxation 8 (37)
Net Profit / (Loss) after Tax (145) 146
Deficit Brought Forward
From Previous Year (81) (227)
Balance carried to Balance Sheet (226) (81)
Face value of Equity
Shares (in Rupees) 10 10
EPS-Basic and Diluted
(Before Exceptional Item) (in
Rupees) (1.01) 1.02
EPS-Basic and Diluted (
After Exceptional Item) (in Rupees) (1.01) 1.02
Book value per Share (in Rupees) 8.55 9.57
2. OPERATIONS
The total sales of the Company for the financial year ended on 31st
March, 2013 were Rs. 2,036 Lakhs as against Rs. 5,287 Lakhs during the
last financial year ended on 31st March, 2012. Similarly the net
(Loss)/Profit before tax and Exceptional Item during the same periods
were Rs. (153) Lakhs and Rs.183 Lakhs. This reduction in sales and net
(Loss)/ Profit before tax and Exceptional Item is on account of no sale
of software products due to thin margin, general slowdown in the
economy, in-sourcing by existing clients, higher attrition rate and
higher cost of hiring.
The Consolidated Group sales stood at Rs. 2,105 Lakhs against Rs. 5,353
Lakhs during the preceding year. The Consolidated Group net (Loss)/
Profit before tax and Exceptional Item during the year was Rs. (139)
Lakhs as against Rs. 186 Lakhs in the previous year.
3. DIVIDEND
In view of the carried forward losses the Directors regret their
inability to recommend any dividend to the Equity Shareholders of the
Company for the year under review.
4. SUBSIDIARY COMPANY
As on 31st March, 2013, the Company has only one wholly-owned foreign
subsidiary, viz. Melstar Inc., in U.S.A.
The operations of Melstar Inc. on standalone basis for the year under
review are as under:
2012-13 2011-12
Particulars Foreign
currency Indian Rs. Foreign
currency Indian Rs.
Revenue US$ 131,320 Rs. 69 Lakhs US$ 137,136 Rs. 66 Lakhs
Profit
After Tax US$ 29,816 Rs. 16 Lakhs US$ 8,598 Rs. 3 Lakhs
The profit during the current year was mainly on account of sundry
balances written back of US$ 29031 (equivalent to Rs. 16 Lakhs).
In view of the slowdown in the IT Industry of USA, no new projects were
procured. However, the Company has delivered the existing projects
successfully. The Company is looking for new projects with better
margins during the current financial year.
5. FINANCIAL STATEMENTS OF SUBSIDIARY
In terms of General Circular issued by the Central Government under
Section 212(8) of the Companies Act, 1956 vide Circular No.
5/12/2007-CL-III dated 08th February, 2011, it was decided to grant
general exemption from attaching copies of the Balance Sheet, Profit
and Loss Account, Report of the Board of Directors and the Report of
the Auditors of the Subsidiary Companies to the Balance Sheet of the
Company provided certain condition are fulfilled. However, as required
under the aforesaid approval, a summarized statement of financial
position of the subsidiary has been appended to the Annual Report
elsewhere. In terms of Accounting Standard 21 issued by the Institute
of Chartered Accountants of India, the Consolidated Financial
Statements includes the financial information of the Subsidiary
Company.
6. FUTURE PROSPECTS / OUTLOOK
Your Company is continuously working on strengthening the business.
Your Company has been successfully executing major orders from
prestigious customers and it has been enjoying the confidence of all
customers across the country with repeat orders. Your Company has
embarked on improving margins in all products by reducing the variable
cost and rationalizing the fixed costs. The results of these
initiatives are expected to yield in improving the overall
profitability of the Company further during the current year.
7. 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:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures from
the same;
b) 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 true and fair view of the state of affairs of the
company as at March 31, 2013 and of the profit for the year ended on
that date;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d) the directors have prepared the annual accounts on a ''going
concern'' basis.
8. PUBLIC DEPOSITS
The Company has not accepted any deposits from the Public or the
Shareholders during the year under review.
9. PARTICULARS OF EMPLOYEES
During the year under review, there was no employee covered under the
provisions of section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Amendment Rules, 2011.
10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information 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 the Board of Directors) Rules, 1988
regarding Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo is given in the Annexure appended to this
report.
11. CORPORATE GOVERNANCE
A separate section on Corporate Governance and a Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreements with
the Stock Exchanges, and also a Management Discussion and Analysis
Report are appended hereto and forms integral part of the Annual
Report.
12. DIRECTORS
Pursuant to article 154 of the Articles of Association of your Company
and Section 256 of the Companies Act, 1956, Mr. Rajesh Shah, Director
of the Company, retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.
Mr. Richard D''Souza was appointed as Chief Executive Officer of the
Company with effect from 1st April 2009. Additionally Mr. Richard
D''Souza was appointed as Manager of the Company for the period of
three years from 05.05.2010 to 04.05.2013. The terms of his appointment
as a Manager expired on 04.05.2013. The Board of Directors of the
company in their meeting held on 23rd May 2013 appointed Mr. Richard
D''Souza as additional Director. He holds office upto the date of
ensuing Annual General Meeting. The Company has received notice in
writing from member proposing the candidature of Mr. Richard D''Souza
as a Director of the Company. Further in the same Board Meeting held on
23.05.2013, Board appointed Mr. Richard D''Souza as Managing Director
of the Company for a period of two years w.e.f. 23.05.2013 subject to
approval of Members.
Brief resume of the Directors proposed to be appointed, nature of their
expertise in specific functional areas and names of the Companies in
which they hold the directorship and membership/chairmanship of
committees of the Board, as well as their shareholding as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges, are
given in the Report on Corporate Governance forming part of the Annual
Report.
Mr. Yashovardhan Birla, Chairman resigned from the Board with effect
from 07th November, 2012 and Mr. Anoj Menon resigned as a Director of
the Company with effect from 21st March, 2013.
The Directors place on records their sincere appreciation for the
valuable contribution made by Mr. Yashovardhan Birla during his tenure
as Chairman and by Mr. Anoj Menon during his tenure as Director of the
Company.
13. AUDITORS
M/s. Kanu Doshi Associates, Chartered Accountants the Statutory
Auditors of the Company, retire at the ensuing Annual General Meeting.
They have confirmed their eligibility and willingness for
reappointment. The Directors commend their reappointment by the Members
at the forthcoming Annual General Meeting.
14. ACKNOWLEDGEMENTS
The Board wishes to express their deep appreciation for the assistance
and co-operation received from various Regulatory and Government
authorities, Stock Exchanges, Banks, Customers, Vendors, Business
Associates and Shareholders of the Company during the year under
review. The Board also places on record its deep appreciation for the
committed and unstinted efforts with which all the employees have
performed their duties and responsibilities during the year under
review.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Mr. Richard D''Souza Mr. P. V. R. Murthy
Place : Mumbai Managing Director and Director
Date : 29th July, 2013 Chief Executive Officer
Mar 31, 2012
The Directors present hereunder the 25th Annual Report on the Business
and operations of the Company along with the Audited Statement of
Accounts of the Company and of the Group for the year ended 31st March,
2012. The financial results for the year are summarized as under:
1. FINANCIAL RESULTS
(Rs. in Lakhs)
2011-12 2010-11
Net Sales / Income From Operations 5,287 2,485
Other Operating Income 57 37
Operating Profit / (Loss) before
interest and Depreciation (PBIDTA) 208 172
Finance costs 46 52
Depreciation 86 86
Operating Profit before tax 76 34
Other Income, net 107 97
Net Profit before tax and
Exceptional Item 183 131
Exceptional Item - 15
Net Profit before tax and
after Exceptional Item 183 146
Provision for taxation (37) -
Net Profit after Tax 146 146
Deficit Brought Forward
From Previous Year (227) (374)
Balance carried to Balance Sheet (81) (227)
Face value of Equity
Shares (in Rupees) 10 10
EPS-Basic and Diluted
(Before Exceptional Item) (in Rupees) 1.02 0.92
EPS-Basic and Diluted (After
Exceptional Item) (in Rupees) 1.02 1.02
Book value per Share (in Rupees) 9.57 8.56
2. OPERATIONS
The total sales of the Company for the financial year ended on 31st
March, 2012 was Rs. 5,287 Lakhs as against Rs. 2,485 Lakhs during the
last financial year ended on 31st March, 2011 showing an increase of
113%. Similarly the net Profit before tax and Exceptional Item during
the same periods were Rs. 183 Lakhs and Rs.131 Lakhs, showing a growth
of 40%. This increase in sales and net Profit before tax and
Exceptional Item is due to aggressive marketing and cost cutting
measures taken wherever felt necessary and the Company has taken
further steps to improve profitability for the current year.
The Consolidated Group sales stood at Rs. 5,353 Lakhs against Rs. 2,550
Lakhs during the preceding year, showing an increase of 110%. The
Consolidated Group net Profit before tax and Exceptional Item during
the year was Rs. 186 Lakhs as against Rs. 142 Lakhs in the previous
year.
3. DIVIDEND
In view of the carried forward losses the Directors regret their
inability to recommend any dividend to the Equity Shareholders of the
Company for the year under review.
4. SUBSIDIARY COMPANIES
As on 31st March, 2012, the Company has only one wholly-owned foreign
subsidiary, viz. Melstar Inc., in U.S.A.
The operations of Melstar Inc. on standalone basis for the year under
review are as under:
Particulars 2011-12 2010-11
Foreign
currency Indian Rs. Foreign
currency Indian Rs.
Revenue US$ 137,136 Rs. 66 Lakhs US$ 144,704 Rs. 65 Lakhs
Profit US$ 8,598 Rs. 3 Lakhs US$ 27,362 Rs. 12 Lakhs
The profit during the previous year was mainly on account of sundry
balances written back of US$ 21350 (equivalent to Rs. 10 Lakhs).
In view of the slowdown in the IT Industry of USA, no new projects were
procured. However, the Company has delivered the existing projects
successfully. The Company is looking for new projects with better
margins during the current financial year.
Melstar UK Limited, a wholly-owned subsidiary, located at U.K., stands
dissolved on 26th April, 2011 as indicated in the Companies House, UK
website www.companieshouse.gov.uk.
Melstar Limited, a wholly owned subsidiary located at U.K. stands
dissolved on 19th May, 2010 as advised by G C D Harrison, Liquidator
vide their letter dated 5th July, 2010.
Pursuant to the application made to the Accounting and Corporate
Regulatory Authority (ACRA), the name of Melstar Singapore Pte Limited,
a wholly owned subsidiary located at Singapore, has been Struck Off on
5th October, 2010 by the said Regulatory Authority.
5. FINANCIAL STATEMENTS OF SUBSIDIARIES
In terms of General Circular issued by the Central Government under
Section 212(8) of the Companies Act, 1956 vide Circular No.
5/12/2007-CL-III dated 08th February, 2011, it was decided to grant
general exemption from attaching copies of the Balance Sheet, Profit
and Loss Account, Report of the Board of Directors and the Report of
the Auditors of the Subsidiary Companies to the Balance Sheet of the
Company provided certain conditions are fulfilled. However, as required
under the aforesaid approval, a summarized statement of financial
position of the subsidiaries has been appended to the Annual Report
elsewhere. In terms of Accounting Standard 21 issued by the Institute
of Chartered Accountants of India, the Consolidated Financial
Statements includes the financial information of all the Subsidiaries.
6. FUTURE PROSPECTS / OUTLOOK
Your Company is continuously working on strengthening the business.
Your Company has been successfully executing major orders from
prestigious customers and it has been enjoying the confidence of all
customers across the country with repeat orders. Your Company has
embarked on improving margins in all products by reducing the variable
cost and rationalizing the fixed costs. The results of these
initiatives are expected to yield in improving the overall
profitability of the Company further during the current year. The
Company expects to implement certain new business practice lines in the
current financial year.
7. 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:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures from
the same;
b) 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 true and fair view of the state of affairs of the
company as at March 31, 2012 and of the profit for the year ended on
that date;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d) the directors have prepared the annual accounts on a 'going
concern' basis.
The above statements have been noted by the Audit Committee at its
meeting held on 25th May, 2012.
8. PUBLIC DEPOSITS
The Company has not accepted any deposits from the Public or the
Shareholders during the year under review.
9. PARTICULARS OF EMPLOYEES
During the year under review, there was no employee covered under the
provisions of section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Amendment Rules, 2011.
10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information 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 the Board of Directors) Rules, 1988
regarding Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo is given in the Annexure appended to this
report.
11. CORPORATE GOVERNANCE
A separate section on Corporate Governance and a Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreements with
the Stock Exchanges, and also a Management Discussion and Analysis
Report are appended hereto and forms integral part of the Annual
Report.
12. DIRECTORS
Pursuant to article 154 of the Articles of Association of your Company
and Section 256 of the Companies Act, 1956, Mr. M. S. Adige and Mr. P.
V. R. Murthy, Directors of the Company retires by rotation at the
ensuing Annual General Meeting and are eligible for re-appointment.
13. AUDITORS
M/s. Kanu Doshi Associates, Chartered Accountants the Statutory
Auditors of the Company, retire at the ensuing Annual General Meeting.
They have confirmed their eligibility and willingness for
reappointment. The Directors commend their reappointment by the Members
at the forthcoming AGM.
14. ACKNOWLEDGEMENTS
The Board wishes to express their deep appreciation for the assistance
and co-operation received from various Regulatory and Government
authorities, Stock Exchanges, Banks, Customers, Vendors, Business
Associates and Shareholders of the Company during the year under
review. The Board also places on record its deep appreciation for the
committed and unstinted efforts with which all the employees have
performed their duties and responsibilities during the year under
review.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Mr. P. V. R. Murthy Mr. M.S. Adige
Director Director
Mumbai, 25th May, 2012
Mar 31, 2011
Dear Members,
The Directors present hereunder the 24th Annual Report on the Business
and operations of the Company along with the Audited Statement of
Accounts of the Company and of the Group for the year ended 31st March,
2011. The financial results for the year are summarized as under:
1. FINANCIAL RESULTS
Rupees in Lakhs
2010-11 2009-10
Net Sales / Income From Operations 2,485 1,949
Other Operating Income 37 18
Operating Profit / (Loss) before
interest and Depreciation (PBIDTA) 170 (261)
Interest 49 50
Depreciation 86 93
Operating Profit / (Loss) before tax 34 (403)
Other Income, net 97 72
Net Profit / (Loss) before tax and
Exceptional Item 131 (331)
Exceptional Item 15 -
Net Profit / (Loss) before tax and
after Exceptional Item 146 (331)
Income tax Earlier Years (Net) - 3
Net Profit / (Loss) after Tax 146 (298)
Defi cit Brought Forward From Previous Year (374) (75)
Balance carried to Balance Sheet (227) (374)
Face value of Equity Shares (in Rupees) 10 10
EPS-Basic and Diluted (Before
Exceptional Item) (in Rupees) 0.92 (2.09)
EPS-Basic and Diluted (After
Exceptional Item) (in Rupees) 1.02 (2.09)
Book value per Share (in Rupees) 8.56 7.54
2. OPERATIONS
The total sales of the Company for the financial year ended on 31st
March, 2011 were Rs. 2,485 Lakhs as against Rs. 1,949 Lakhs during the
last financial year ended on 31st March, 2010 showing an increase of
28%. Similarly the net Profit /Loss after tax during the same periods
were Profit Rs. 146 Lakhs and Loss Rs. 298 Lakhs, showing a growth of
149%. This increase in sales and net profit after tax is due to
aggressive marketing and cost cutting measures taken wherever felt
necessary and the Company has taken further steps to improve
profitability for the current year.
The Consolidated Group sales stood at Rs. 2,550 Lakhs against Rs. 2,039
Lakhs during the preceding year, showing an increase of 25%. The
Consolidated Group net Profit after tax during the year was Rs. 286
Lakhs as against Rs. 294 Lakhs in the previous year and includes
Exceptional Items of Income of Rs. 145 Lakhs (Previous Year Rs. 530
Lakhs).
3. DIVIDEND
In view of the carried forward losses the Directors regret their
inability to recommend any dividend to the Equity Shareholders of the
Company for the year under review.
4. SUBSIDIARY COMPANIES
The Company has four wholly-owned foreign subsidiaries, viz. Melstar
Inc., Melstar UK Limited (dissolved on 26th April, 2011), Melstar
Limited (dissolved on 19th May, 2010), Melstar Singapore Pte. Limited
(Struck Off as on 05th October, 2010)
The important developments that have taken place during the year under
report in various subsidiaries of the Company are dealt with hereunder:
(a) US Subsidiary - Melstar Inc.
The operations of Melstar Inc. on standalone basis for the year under
review are as under :
2010-11 2009-10
Particulars Foreign currency Indian Rs. Foreign currency Indian Rs.
Revenue US$ 144,704 Rs. 65
Lakhs US$2,65,052 Rs. 127
Lakhs
Profit US$ 27,362 Rs. 12
Lakhs US$ 2,35,827 Rs. 106
Lakhs
The profit during the previous year was mainly on account of
recognition of net Deferred Tax Assets of US$ 176,082 (equivalent to
Rs. 70 Lakhs).
In view of the slowdown in the IT Industry of USA, no new projects were
procured. However, the Company has delivered the existing projects
successfully. The Company is looking for new projects with better
margins during the current financial year.
(b) UK Subsidiaries:
(i) Melstar Limited
As indicated in last year's report, Melstar Limited stands dissolved on
19th May, 2010 as advised by G C D Harrison, Liquidator vide their
letter dated 5th July, 2010.
(ii) Melstar UK Limited
Melstar UK Limited stands dissolved on 26th April, 2011 as indicated in
the Companies House, UK website www. companieshouse.gov.uk.
(c) Singapore Subsidiary - Melstar Singapore Pte Limited
Pursuant to the application made to the Accounting and Corporate
Regulatory Authority (ACRA), the name of the Company has been Struck
Off on 5th October, 2010 by the said Regulatory Authority.
5. FINANCIAL STATEMENTS OF SUBSIDIARIES
In terms of General Circular issued by the Central Government under
Section 212(8) of the Companies Act, 1956 vide Circular No.
5/12/2007-CL-III dated 08th February, 2011. It was decided to grant
general exemption from attaching copies of the Balance Sheet, Profit
and Loss Account, Report of the Board of Directors and the Report of
the Auditors of the Subsidiary Companies to the Balance Sheet of the
Company provided certain condition are fulfilled. However, as required
under the aforesaid circular, a summarized statement of financial
position of the subsidiaries has been appended to the Annual Report
elsewhere. In terms of Accounting Standard 21 issued by the Institute
of Chartered Accountants of India, the Consolidated Financial
Statements includes the financial information of all the Subsidiaries.
6. FUTURE PROSPECTS / OUTLOOK
Your Company is continuously working on strengthening the business.
Your Company has been successfully executing major orders from
prestigious customers and it has been enjoying the confidence of all
customers across the country with repeat orders. Your Company has
embarked on improving margins in all products by reducing the variable
cost and rationalizing the fixed costs. The results of these
initiatives are expected to yield in improving the overall
profitability of the Company further during the current year. The
Company expects to implement certain new business practice lines in the
current financial year.
7. 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:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures from
the same;
b) the directors had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
company as at March 31, 2011 and of the profit for the year ended on
that date;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d) the directors have prepared the annual accounts on a Ãgoing concern'
basis.
The above statements have been noted by the Audit Committee at its
meeting held on 19th May, 2011.
8. PUBLIC DEPOSITS
The Company has not accepted any deposits from the Public or the
Shareholders during the year under review.
9. EMPLOYEES
In terms of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 as amended, the name
and other particulars of the employees are set out in the Annexure
appended to this report.
10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information 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 the Board of Directors) Rules, 1988
regarding Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo is given in the Annexure appended to this
report.
11. CORPORATE GOVERNANCE
A separate section on Corporate Governance and a Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreements with
the Stock Exchanges, and also a Management Discussion and Analysis
Report are appended hereto and forms integral part of the Annual
Report.
12. DIRECTORS
Pursuant to article 154 of the Articles of Association of your Company
and Section 256 of the Companies Act, 1956, Mr. Rajesh Shah retire by
rotation at the ensuing Annual General Meeting and is eligible for
re-appointment.
13. AUDITORS
M/s. Kanu Doshi Associates, Chartered Accountants the Statutory
Auditors of the Company, retire at the ensuing Annual General Meeting.
They have confirmed their eligibility and willingness for
reappointment. The Directors commend their reappointment by the Members
at the forthcoming AGM.
14. ACKNOWLEDGEMENTS
The Board wishes to express their deep appreciation for the assistance
and co-operation received from various Regulatory and Government
authorities, Stock Exchanges, Banks, Customers, Vendors, Business
Associates and Shareholders of the Company during the year under
review. The Board also places on record its deep appreciation for the
committed and unstinted efforts with which all the employees have
performed their duties and responsibilities during the year under
review.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
(YASHOVARDHAN BIRLA)
CHAIRMAN
Mumbai, 19th May, 2011
Mar 31, 2010
The Directors present hereunder the 23rd Annual Report on the Business
and operations of the Company along with the Audited Statement of
Accounts of the Company and of the Group for the year ended 31st March,
2010. The financial results for the year are summarized as under:
1. FINANCIAL RESULTS
(Rupees in Lakhs)
2009-10 2008-09
Sales 1,949 1,824
Other income 90 102
Operating Profit/(Loss) before
depreciation, interest and taxes (125) 26
Less: Depreciation 93 96
Less: Interest 50 29
Operating Loss before unusual item (268) (99)
Less: Provision for/write off of
doubtful debts/advances, fixed assets 60 16
Loss before Taxation (328) (115)
Provision for taxation including FBT (0.50) (6)
Income tax earlier years (net)- Income 31 8
Loss after tax (298) (113)
Profit brought forward from earlier year (76) 37
Amount transferred to capital redemption
reserve -- (0.20)
Balance carried to Balance sheet (374) (76)
EPS Ã Basic and Diluted (in Rupees) (2.09) (0.79)
Book value per Share (in Rupees) 7.54 9.63
2. OPERATIONS
The total sales on standalone basis and consolidated for the year under
review were as under:
The sales of the Company stood at Rs. 1,949 Lakhs against Rs. 1,824
Lakhs and the Consolidated stood at Rs. 2,039 Lakhs against Rs. 2,868
Lakhs during the preceding year. The domestic business improved by 12%
compared to previous year.
The operations of the Company during year under report resulted in a
net loss of Rs. 298 Lakhs compared to the net loss of Rs. 113 Lakhs in
the previous year.
Due to overall global meltdown, the IT industry in particular has been
adversely affected and hence your Consolidated Company sales has
declined compared to previous year.
In spite of recessionary condition in the Information Technology
Industry, the business improved marginally.
3. DIVIDEND
In view of the current financial position the Directors regret their
inability to recommend any dividend to the Equity Shareholders of the
Company for the year under review.
4. SUBSIDIARY COMPANIES
The Company has four wholly-owned foreign subsidiaries, viz. Melstar
Inc., Melstar UK Limited, Melstar Limited (dissolved on 19th May,
2010), and Melstar Singapore Pte. Limited.
The important developments that have taken place during the year under
report in various subsidiaries of the Company are dealt with hereunder:
Melstar Inc.
In view of severe downturn in the IT industry in the US, Melstar Inc.
could not expand operations during the year under report because of
cash flow constraints. It is expected that the performance of the
subsidiary would improve during the current financial year. The
operating profit during the year was mainly on account of recognition
of net Deferred Tax Assets of US$ 1,76,082 (equivalent to Rs. 79
Lakhs).
In view of severe downturn in the IT industry in UK and Singapore also,
the performance of the UK and Singapore Subsidiary suffered adversely
during the year under review.
UK SUBSIDIARIES:
(i) Melstar Limited As indicated in last years report, Melstar Limited
stands dissolved on 19th May, 2010 as advised by G C D Harrison,
Liquidator vide their letter dated 5th July, 2010.
(ii) Melstar UK Limited
The operations of Melstar UK Limited for the year under review are as
under. The profit in the subsidiary is mainly on account of excess
provision for expenses written back aggregating to GBP 14,664
(equivalent to Rs. 10 Lakhs).
SINGAPORE SUBSIDIARY - MELSTAR SINGAPORE PTE LIMITED
The Company made an application to the Accounting and Corporate
Regulatory Authority to strike its name from the Register pursuant to
Section 344 of the Singapore Companies Act and all relevant documents
have been filed with the Registrar and the company is awaiting final
certificate to that effect from the said Authority.
5. FINANCIAL STATEMENTS OF SUBSIDIARIES
In terms of the approval granted by the Central Government under
Section 212(8) of the Companies Act, 1956, vide its letter No.
47/125/2010-CL-III dated 25th March, 2010 copies of the Balance Sheet,
Profit and Loss Account, Report of the Board of Directors and the
Report of the Auditors of the Subsidiary Companies have not been
attached to the Balance Sheet of the Company. However, as required
under the aforesaid approval, a summarized statement of financial
position of the subsidiaries has been appended to the Annual Report
elsewhere. In terms of Accounting Standard 21 issued by the Institute
of Chartered Accountants of India, the Consolidated Financial
Statements includes the financial information of all the Subsidiaries.
6. FUTURE PROSPECTS / OUTLOOK
The I.T. is coming out of the downturn and in India the industrys
strength is growing. This presents a good overall opportunity for your
company since the bulk of our business is in the domestic market.
The Company expects that as and when the US market also improves, we
will build newer relationships in the USA.
7. 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:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures from
the same;
b) the directors had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
company as at March 31, 2010 and of the loss for the year ended on that
date;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d) the directors have prepared the annual accounts on a Ãgoing concern
basis.
The above statements have been noted by the Audit Committee at its
meeting held on 09.08.2010.
8. PUBLIC DEPOSITS
The Company has not accepted any deposits from the Public or the
Shareholders during the year under review.
9. EMPLOYES
In terms of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 as amended, the name
and other particulars of the employees are set out in the Annexure
appended to this report.
10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information 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 the Board of Directors) Rules, 1988
regarding Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo is given in the Annexure appended to this
report.
11. CORPORATE GOVERNANCE
A separate section on Corporate Governance and a Certificate from the
Auditors of the Company regarding compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreements with
the Stock Exchanges, and also a Management Discussion and Analysis
Report are appended hereto and forms integral part of the Annual
Report.
12. DIRECTORS
The Board of Directors in their meeting held on 5th May, 2010 has
appointed Mr. Richard DSouza, present Chief Executive Officer as
Manager pursuant to Section 269 of the Companies Act, 1956.
Mr. S. M. Arora has resigned from the office of the Managing Director
of the Company with effect from 30.06.2010. The Board records its
appreciation for the valuable contribution made by him during his
tenure as a Managing Director of the Company.
Pursuant to Article 154 of the Articles of Association of your Company
and Section 256 of the Companies Act, 1956, Mr. P V R Murthy and Mr.
Anoj Menon retire by rotation at the ensuing Annual General Meeting and
are eligible for re-appointment.
13. AUDITORS
M/s. deloitte haskins & sells, Chartered Accountants, auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting. The Company has received a letter from M/s. deloitte haskins &
sells Chartered Accountants, expressing their unwillingness to be
re-appointed as Auditors.
Based on the recommendation of the Audit Committee, the Board of
Directors proposes the appointment of M/s. Kanu doshi associates
Chartered Accountants, as the Statutory Auditors of the Company from
the conclusion of this Annual General Meeting till the conclusion of
the next Annual General Meeting.
M/s. Kanu doshi associates, Chartered Accountants, have expressed their
willingness to act as Statutory Auditors of the Company, if appointed
and have further confirmed that said appointment would be in conformity
with the provisions of Section 224(1B) of the Companies Act, 1956.
14. ACKNOWLEDGEMENTS
The Board wishes to express their deep appreciation for the assistance
and co-operation received from various Regulatory and Government
authorities, Stock Exchanges, Banks, Customers, Vendors, Business
Associates and Shareholders of the Company during the year under
review. The Board also places on record its deep appreciation for the
committed and unstinted efforts with which all the employees have
performed their duties and responsibilities during the year under
review.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
(YASHOVARDHAN BIRLA)
CHAIRMAN
Mumbai, 9th August, 2010