Mar 31, 2015
The Directors have pleasure in presenting the Twenty-first Annual
Report together with the Audited Financial Statements for the year
ended 31st March 2015.
FINANCIAL HIGHLIGHTS
(Rs. In lakhs)
For the For the
Particulars year ended year ended
31.03.2015 31.03.2014
Total Income 131.20 1034.96
Expenditure 170.69 806.92
Interest 0.08 1628.70
Depreciation & Exceptional Items 86.78 (679.75)
Profit / (Loss) before Tax (126.35) (720.91)
Tax Expenses (for earlier years) 36.33 (396.32)
Profit / (Loss) after Tax (162.68) (324.59)
Balance brought forward from previous year (18097.24) (17772.65)
Balance carried over (18259.92) (18097.24)
REVIEW OF OPERATIONS AND OUTLOOK
The only business the Company had from Department of Income Tax had
been withdrawn with effect from June 2014. The company does not have
any business at present. All cost cutting methods, including reduction
of staff are implemented and the same will continue till revival. As a
first step towards revival, the Company had since cleared the loan
through One-time Settlement as approved by State Bank of India. Further
efforts to stabilise the company through various possible means are
being explored.
FIXED DEPOSITS
The Company had not accepted any fixed deposits from public during the
year.
TRANSFER TO RESERVES
During the year the Company had accepted the One-time Settlement (OTS)
proposal offered by SBI. The waiver of the principal portion of the
term loan was treated as realised gains resulting from the discharge of
an obligation at less than its carrying amount and the same was
adjusted in capital reserve.
In view of the losses, transfer to General Reserve is not applicable.
DIVIDEND
In view of the loss incurred the Board does not recommend any dividend
for the financial year ended 31st March 2015.
DIRECTORS
Mr Meleveettil Padmanabhan (DIN: 00101997) retires by rotation at the
ensuing Annual General Meeting and being eligible, he offers himself
for re-election.
During the year, Mrs Kamakshi Shankararaman (DIN: 00215869) was
appointed as an Additional Director pursuant to the provisions of
Section 161 read with Section 149 of the Companies Act, 2013 and she
holds office upto the date of the ensuing Annual General Meeting. The
Board recommends the appointment of Mrs Kamakshi Shankararaman as an
Independent Director not liable to retire by rotation for a period of
five (5) consecutive years from the date of the ensuing AGM. The said
Independent Director fulfills the conditions specified in the Companies
Act, 2013 and the Rules made thereunder.
The Company has received the requisite consent and declarations from
the above director. The Company has also received a notice in writing
from a member along with requisite deposit as required under Section
160 of the Companies Act, 2013 proposing the candidature of Mrs
Kamakshi Shankararaman for the office of Director of the Company.
Brief resume of the Director, nature of expertise and names of
Companies in which she holds directorship and membership / chairmanship
in Board / Committees as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges are provided in the Annexure to the
Notice convening the Annual General Meeting.
BOARD MEETINGS
The Board met 5 times during the financial year, the details of which
are given in the Corporate Governance Report.
STATUTORY AUDITORS
Messrs. Gopikumar Associates (Firm Registration No.000981S), Chartered
Accountants, Chennai were appointed as the statutory auditors of the
company at the AGM held on 30.9.2014 for a period of 3 years till the
conclusion of 23rd Annual General Meeting subject to ratification by
the members every year. The Auditors have confirmed their eligibility
under Section 141 of the Companies Act, 2013 and the Rules framed
thereunder for the continuation of their term.
The Notes on Financial Statements referred to in the Auditors' Report
are self explanatory and do not call for any further comments. The
Auditors' Report on the financial statements of the company for the
year under review does not contain any qualification, reservation or
adverse remark.
SUSIDIARIES
The erstwhile wholly owned overseas subsidiaries of the Company were
either liquidated or under liquidation with appropriate statutory
authorities in respective countries.
HUMAN RESOURCES
In the current scenario of the company human resources have been kept
at minimum which does not warrant an elaborate policy on HR. However,
HR issues are carefully addressed on need basis from time to time. The
total number of employees on roll as on 31st March 2015 was six.
AUDIT COMMITTEE
Audit Committee was reconstituted and its roles and powers were
redefined as required under Section 177 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement. The Committee consists of majority
of Independent Directors as its members. During the year, Audit
Committee met five times, the details of which are given in the
Corporate Governance Report.
OTHER COMMITTEES
The details of Nomination and Remuneration Committee, Shareholders /
Investors Grievance Committee (Stakeholders Relationship Committee) and
Risk Management Committee are given in the Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act, 2013, the Company has
received declarations from all Independent Directors confirming that
they meet the criteria of Independence as laid down in Section 149(6)
of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
REMUNERATION POLICY
The Company follows the policy on remuneration of Directors and Senior
Management Personnel as approved by the Nomination and Remuneration
Committee and the Board taking into account various parameters viz.
company's performance, professional skill and expertise of the
Directors, performance as individual and also as a member of the group
like board and / or Committees.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan (secured or unsecured) and has not
given any guarantee or provided any security to any person.
RISK MANAGEMENT
The Company is aware that risks are part and parcel of any business and
need to be carefully and effectively addressed to achieve business
objectives and growth. For this purpose, the Company has constituted a
Risk Management Committee and framed a Risk Management policy. The
details of the Committee are set out in the Corporate Governance Report
forming part of this Report. All the risks associated have been
reviewed by the Audit Committee and the Board in their meetings. The
policy was framed to identify risks, encourage appropriate level of
risk tolerance, analyse risks on agreed parameters, assign
responsibility at various levels and devise methods to mitigate risks.
The frame work will be suitably amended from time to time considering
the pros and cons.
RELATED PARTY TRANSACTIONS
As per the requirements of the Companies Act, 2013 and Clause 49 of the
Listing Agreement with Stock Exchanges, the Company has formulated a
Policy for dealing with Related Parties. Related Party transactions
during the year have been disclosed in the accounts. None of the
transactions with related parties were in conflict with the interest of
the Company (Refer Annexure 1).
FORMAL ANNUAL EVALUATION
In terms of Section 134(3)(p) of the Companies Act, 2013 and Clause 49
of the Listing Agreement, the Board reviewed and evaluated its own
performance and of various Committees taking into account various
parameters viz. Company's performance, professional skill and expertise
of the Directors, performance as individual and also as a member of the
group like Board and / or various Committees. The performance
evaluation of the Independent Directors were carried out by the entire
Board. The performance evaluation of the Chairman and Non Independent
Directors were carried out by the Independent Directors.
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
The Company has established a Whistle Blower Policy for Directors /
Employees to report concerns about unethical behaviour, actual or
suspected fraud, or violation of the code of conduct. The policy
ensures right for employees to report their concern / grievance to the
Chairman or Audit Committee and provides adequate protection from any
victimisation.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an effective internal financial control procedure
commensurate with the size of the company and nature of its business.
Internal control includes framing policies, guidelines and procedures,
complying with various applicable laws, preparing and monitoring
budgets, following applicable accounting standards and maintaining
proper accounting records. Further, the internal financial controls are
verified and certified by an independent Internal Audit Firm. The Audit
Committee and the Board directly oversee the functions.
CORPORATE SOCIAL RESPONSIBILTY (CSR)
CSR Policy is not applicable to the Company.
INTERNAL AUDITORS
M/s Srikaanth and Co., Chartered Accountants, Chennai were appointed as
the Internal Auditors of the Company to undertake the Internal Audit of
the Company for the financial year 2014-15.
SECRETARIAL AUDITOR
Mr B. Prabhakar, Practicing Company Secretary, Chennai was appointed as
the Secretarial Auditor to undertake the Secretarial Audit of the
Company for the financial year 2014-15. The Secretarial Audit Report is
annexed to and forms part of this report (Refer Annexure 2).
COST AUDIT
Cost Audit is not applicable to the Company.
PREVENTION OF SEXUAL HARASSMENT
The Company follows the requirements of Anti-Sexual Harassment Policy
at work place as required under Sexual Harassment of Women at Workplace
[Prevention, Prohibition and Redressal Act, 2013 and Rules made
thereunder].
MATERIAL CHANGES
There are no material changes and commitments, affecting the financial
position of the Company which have occurred between the end of the
financial year as on 31st March 2015 and the date of this report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During the year, there were no significant and material orders passed
by the regulators or Courts or Tribunals.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Sub Section (3)(c) and Sub Section (5) of Section 134 of
the Companies Act, 2013, the Directors to the best of their knowledge
and belief confirm that:
a) in the preparation of the annual accounts for the financial year
ended 31st March 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
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 a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit / loss
of the company for that period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern
basis;
(e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Management Discussion and Analysis Report as required under Clause 49
of the Listing Agreement is annexed to and forms part of the Annual
Report.
CORPORATE GOVERNANCE REPORTS
The report on Corporate Governance as required under Clause 49 of the
Listing Agreement and a Compliance Certificate from the Statutory
Auditors are annexed to and forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
With regard to requirements relating to conservation of energy,
technology absorption as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, the Company has nothing specific to report.
PARTICULARS OF EMPLOYEES
There are no employees who are covered under Rule 5(2) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules 2014.
The details of remuneration during the year 2014-15 as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules
2014 are attached and forms part of this report (Refer Annexure 3).
EXTRACTS OF ANNUAL RETURN
The extract of the Annual Return in the prescribed form MGT 9 is
annexed to and forms part of this report (Refer Annexure 4).
ACKNOWLEDGEMENT
The Board records its appreciation for the continued support and co-
operation received from all its associates - the shareholders,
customers, suppliers, banks and Government Departments and the
employees.
By order of the Board
Place : Chennai Shankarraman Vaidyanathan
Date :12.08.2015 Chairman
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twentieth Annual Report
together with the Audited Financial Statements for the year ended 31st
March 2014.
FINANCIAL HIGHLIGHTS
(Rs. In lacs)
For the For the
Particulars year ended year ended
31.03.2014 31.03.2013
Total income 1034.96 1235.60
Expenditure 806.92 1118.75
Interest 1628.70 1486.01
Depreciation & Exceptional Items (679.75) 166.66
Profit/(Loss) before tax (720.91) (1535.82)
Tax Expenses (for earlier years) (396.32) 84.80
Profit/Loss after tax (324.59) (1535.82)
Balance brought forward from
previous year (17772.65) (16234.26)
Balance carried over (18097.24) (17772.65)
REVIEW OF OPERATIONS AND OUTLOOK
The Company is yet to show signs of progress and the financial
constraints still continue. The Company makes all possible efforts to
come out of the crisis but signs of revival is not encouraging. The
Company is negotiating with the bankers for a compromise one time
settlement of the loan outstanding. During the year, the Registered
Office of the Company has been shifted.
FIXED DEPOSITS
The Company had not accepted any fixed deposits during the year.
DIVIDEND
In view of the loss incurred the Board does not recommend any dividend
for the financial year ended 31st March 2014.
DIRECTORS
The Board recommends the appointment of Mr R Kalyanaraman and Mr G
Venkatarajulu as Independent Directors each for a period of five (5)
consecutive years from the date of the ensuing AGM. The said
Independent Directors fulfill the conditions specified in the Companies
Act, 2013 and the rules made thereunder. The Company has received the
requisite consents under Section 152(5) and declarations under Section
149(6) of the Companies Act, 2013 from the above directors. The Company
has also received notices in writing from members along with requisite
deposit as required under Section 160 of the Companies Act 2013
proposing the candidatures of Mr G Venkatarajulu and Mr R Kalyanaraman
for the offices of Directors of the company. In the opinion of the
Board, Mr G Venkatarajulu and Mr R Kalyanaraman fulfill the conditions
for appointment as Independent Directors as specified in the act and
the Listing Agreement and their continued association would be of
immense benefit to the company.
Brief resume of Directors, nature of expertise and names of Companies
in which they hold directorship and membership/ chairmanship in Board /
Committees as stipulated under Clause 49 of the Listing Agreement with
the Stock Exchanges are provided in the Annexure to the Notice
convening the Annual General Meeting.
Mr V Sriraman was reappointed as a Wholetime Director for a period of
three (3) years with effect from 18th May 2014 on the terms specified
in the AGM Notice and as per the provisions of the Act.
Mr Shankarraman Vaidyanathan and Mr Meleveettil Padmanabhan shall be
the Non executive and non independent Directors of the Company.
AUDITORS
Messrs. Gopikumar Associates (Firm Registration No.000981S), Chartered
Accountants, Chennai have completed more than 10 years as auditors of
the company. However, the Companies Act, 2013 provides a transition
period of three years from the date of commencement of the act to
comply with the requirement of rotation of auditors. Messrs. Gopikumar
Associates being eligible for appointment, have furnished their consent
to act as the Statutory Auditors of the Company in terms of the Second
proviso to section 139 and a certificate to the effect that the
appointment if made shall be in accordance with the conditions laid
down and that they satisfy the criteria provided under Section 141 of
the Companies Act, 2013. The Board recommends that the present
auditors M/s. Gopikumar Associates, shall be appointed as the auditors
for a period of three consecutive years until the conclusion of the
23rd Annual General Meeting, subject to ratification of the appointment
by the members at every AGM.
HUMAN RESOURCES
Keeping in mind the on-going projects and the current financial
position of the Company, HR issues are carefully addressed.
CORPORATE GOVERNANCE REPORTS
The Report on Corporate Governance along with a compliance certificate
from the Statutory Auditors as required by the Listing Agreement with
Stock Exchanges are annexed and forms part of this report. The
Wholetime Director and Head of Finance have submitted a certificate to
the Board regarding financial statements and other matters as required
under Clause 49(V) of the Listing Agreement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
Particulars relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo pursuant to Section 217(1)(e) are
annexed to and form part of this report.
AUDITORS REPORT
Item No 7: The Company has an effective internal control procedure
commensurate with the size of the company and nature of its business.
The Audit Committee and the Board directly oversee the function.
However, due to critical financial position of the company and the
volume of transactions being not many, the Board is of the opinion that
engaging the services of an external agency for internal audit purposes
is not justified.
Opinion (Refer Page 16): The goodwill is not amortised because
liquidation of subsidiaries is not legally completed yet.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
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 a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
company for that period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
The Board records its appreciation for the continued support and co-
operation received from all its associates - the shareholders,
customers, suppliers, banks and Government Departments. The Directors
also place their special appreciation to all the employees.
By order of the Board
Place : Chennai Shankarraman Vaidyanathan
Date :20.08.2014 Chairman
Mar 31, 2013
The Directors have pleasure in presenting the Nineteenth Annual Report
together with the Audited Financial Statements for the year ended 31st
March 2013.
FINANCIAL HIGHLIGHTS
(Rs. In lacs)
For the For the
Particulars year ended year ended
31.03.2013 31.03.2012
Total income 1235.60 1295.37
Expenditure 1118.75 3405.78
Interest 1486.01 1423.24
Depreciation & Exceptional Items 166.66 315.36
Profit / (Loss) before tax (1535.82) (3849.01)
Tax Expenses (for earlier years) 2.57 84.80
Profit / Loss after tax (1538.39) (3933.81)
Balance brought forward from
previous year (16234.26) (12300.45)
Balance carried over (17772.65) (16234.26)
REVIEW OF OPERATIONS AND OUTLOOK
OPERATIONS
The Company is yet show signs of progress. The financial constraints
still continue. The Subsidiaries are closed. Constraints on working
capital hampers operations.
OUTLOOK
The Company still makes all possible efforts to come out of the crisis.
Cost reductions and shelving of expansions continue. The Company hopes
to improve the situation in the near future.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standard AS-21 your Directors provide the
audited Consolidated Financial Statements in the Annual Report.
FIXED DEPOSITS
The Company had not accepted any fixed deposits during the year.
DIVIDEND
In view of the loss incurred the Board does not recommend any dividend
for the financial year ended 31st March 2013.
DIRECTORS
Mr R Kalyanaraman, Director will retire by rotation at the ensuing
Annual General Meeting and being eligible he offers himself for re-
election. Brief resume of Director, nature of expertise and names of
Companies in which he holds directorship and membership/ chairmanship
in Board/Committees as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges are provided in the Annexure to the
Notice convening the Annual General Meeting.
AUDITORS
The Board recommends the reappointment of M/s. Gopikumar Associates,
Chartered Accountants, Chennai, the retiring Auditors of the Company
who being eligible offer themselves for re-appointment.
SUBSIDIARIES
Quintegra Solutions (M) Sdn. Bhd, Malaysia
The subsidiary made an application for striking off its name with the
appropriate authorities of Malaysia.
HUMAN RESOURCES
Keeping in mind the on-going projects and the current financial
position of the Company, HR issues are carefully addressed without
compromising on quality, delivery and employee morale.
EMPLOYEES STOCK OPTION SCHEME
Since all the unexercised options granted under Employees Stock Option
Scheme - 2006 have since been lapsed, the disclosure as required under
Clause 12 of the SEBI (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 is not applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Management Discussion and Analysis Report as required under Clause 49
of the Listing Agreement forms part of the Annual Report.
CORPORATE GOVERNANCE REPORTS
The Report on Corporate Governance along with a compliance certificate
from the Auditors and a declaration affirming the compliance of Code of
Conduct are annexed as required by the Listing Agreement with Stock
Exchanges.
CEO/CFO CERTIFICATION
The Wholetime Director and Finance In-charge have submitted a
certificate to the Board regarding financial statements and other
matters as required under Clause 49(V) of the Listing Agreement.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
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 a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
company for that period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
Particulars relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo pursuant to Section 217(1)(e) are
annexed to and form part of this report.
EXPLANATION TO THE QUALIFIED OPINION IN THE
AUDITORS REPORT
The goodwill arisen on various amalgamations are not amortised for the
year because the subsidiaries acquired were only in the process of
liquidation and the liquidation was not legally completed.
ACKNOWLEDGEMENT
The Board records its appreciation for the continued support and
co-operation received from all its associates - the shareholders,
customers, suppliers, banks and Government Departments. The Directors
also place their special appreciation to all the employees.
By order of the Board
Place : Chennai Shankarraman Vaidyanathan
Date :27.08.2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the Eighteenth Annual Report
together with the Audited Financial Statements for the year ended 31st
March 2012.
FINANCIAL HIGHLIGHTS
(Rs. In lacs)
For the For the
Particulars year ended year ended
31.03.2012 31.03.2011
Total income 1295.37 1708.93
Expenditure 3405.78 3472.77
Interest 1423.24 1241.15
Depreciation & Exceptional Items 315.36 7882.73
Profit / (Loss) before tax (3849.01) (10887.71)
Tax Expense (for earlier years) 84.80 -
Profit /(Loss) after tax (3933.81) (10887.71)
Balance brought forward from
previous year (12300.45) (1412.73)
Balance carried over (16234.26) (12300.44)
REVIEW OF OPERATIONS AND OUTLOOK OPERATIONS
The Company still has not recovered from the financial burden caused
over previous years. The Subsidiaries are not showing progress.
Adverse impact on the working of the Company continues due to shortage
of working capital.
OUTLOOK
The Company continues to make all possible efforts to come out of the
set back. Drastic reductions in overheads and postponement/ shelving of
expansion programmes continue. The Company is still optimistic to cross
over the tides.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standard AS-21 your Directors provide the
audited Consolidated Financial Statements in the Annual Report.
FIXED DEPOSITS
The Company had not accepted any fixed deposits during the year.
DIVIDEND
In view of the loss incurred the Board does not recommend any dividend
for the financial year ended 31st March 2012.
DIRECTORS
The tenure of Mr Shankarraman Vaidyanathan as Managing Director expired
on 17.01.2012. Considering the difficult financial situation, the Board
have not considered extending his tenure as Managing Director. However
he will continue on the Board as the Chairman.
Mr Shankarraman Vaidyanathan, now being a non executive Director will
retire by rotation at the ensuing Annual General Meeting and being
eligible he offers himself for re-election Brief resume of Director,
nature of expertise and names of Companies in which he holds
directorship and membership/chairmanship in Board/Committees as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges are provided in the Annexure to the Notice convening the
Annual General Meeting.
AUDITORS
The Board recommends the reappointment of M/s. Gopikumar Associates,
Chartered Accountants, Chennai, the retiring Auditors of the Company
who being eligible offer themselves for re- appointment.
SUBSIDIARIES
Quintegra Solutions (M) Sdn. Bhd, Malaysia
The subsidiary had posted a loss of RM 25,082 net profit of during the
financial year as against the profit of RM 1,794 for the previous
financial year.
Quintegra Solutions GmbH, Germany
The subsidiary is under liquidation as per German Laws.
During the year, other subsidiaries viz Quintegra Solutions Limited,
UK, Quintegra Solutions Ireland Limited had been wound up.
PA Corporation, USA
Bankruptcy petition had been filed for this company. The United States
Bankruptcy Court, Eastern District of Virginia had issued an order
confirming the Plan of Reorganisation filed by the Official Committee
of Unsecured Creditors.
HUMAN RESOURCES
HR is systematically addressing the needs of the Organization keeping
in mind, the crrent industrial position, productivity, employee morale
and quality assurance.
EMPLOYEES STOCK OPTION SCHEME
Neither the Company had granted nor the employees had exercised any
options during the current financial year. Disclosure as required under
Clause 12 of the Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is
annexed and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Management Discussion and Analysis Report as required under Clause 49
of the Listing Agreement forms part of the Annual Report.
CORPORATE GOVERNANCE REPORTS
The Report on Corporate Governance along with a compliance certificate
from the Auditors and a declaration affirming the compliance of Code of
Conduct are annexed as required by the Listing Agreement with Stock
Exchanges.
CEO/CFO CERTIFICATION
The Wholetime Director and Finance In-charge have submitted a
certificate to the Board regarding financial statements and other
matters as required under Clause 49(V) of the Listing Agreement.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
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 a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
company for that period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
Particulars relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo pursuant to Section 217(1)(e) are
annexed to and form part of this report.
EXPLANATION TO THE REMARKS IN THE ANNEXURE TO AUDITORS REPORT
Item No. 1(b) and 7; The Company is conducting the physical
verification of the assets periodically. Further as mentioned by the
Auditors in their Note No. 4, the Company has an effective internal
control procedure commensurate with its size and nature of business.
Hence the Management is of the view that this is adeqate for the
current size of business and operation.
ACKNOWLEDGEMENT
The Board records its appreciation for the continued support and
co-operation received from all its associates - the shareholders,
customers, suppliers, banks and Government Departments. Our special
thanks to State Bank of India, our bankers for their continued support
and encouragement by extending necessary credit facilities and thereby
contributing to our growth. The Directors also place their special
appreciation to all the employees.
By order of the Board
Place : Chennai Shankarraman Vaidyanathan
Date : 31.08.2012 Chairman
Mar 31, 2010
The Directors have pleasure in presenting the Sixteenth Annual Report
together with the Audited Financial Statements for the year ended 31 st
March 2010.
FINANCIAL HIGHLIGHTS
(Rs. In lacs)
Particulars For the For the
year ended year ended
31.03.2010 31.03.2009
Total Income 3,739.04 7,751.04
Expenditure 3,495.93 7,549.06
Interest 1,188.92 1,543.60
Depreciation &
Exceptional Items 632.06 788.47
Profit/(Loss) before tax (1,577.87) (2,130.09)
Provision for tax 0.52 211.68
Profit after tax (1,578.39) (2,341.78)
Balance brought forward
from previous year 165.66 2,607.35
Available for appropriation - 265.57
General Reserve - 99.91
Balance carried forward (1,412.73) 165.66
REVIEW OF OPERATIONS AND OUTLOOK
OPERATIONS
The Company has not recovered from the burden of the heavy loss
incurred by take over of some companies as briefed in the last Annual
Report. Even though the recession is in the process of easing out
during the year, the impact has not yet been felt by your company. The
negative impact on business due to recession continues which is
reflected in the revenues and loss for the year.
OUTLOOK
The Company puts in all out efforts to come out of the set backs and is
optimistic to turn around the table in the years to come. The Company
is continuously taking steps to reduce overheads, postpone/shelve
expansion programmes. Your Company is optimistic that it will get over
the difficult situation and show better results in the years to come.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standard AS-21 your Directors provide the
audited Consolidated Financial Statements in the Annual Report.
FIXED DEPOSITS
The Company had not accepted any fixed deposits during the year.
DIVIDEND
In view of the loss incurred the Board does not recommend any dividend
for the financial year ended 31 st March 2010.
DIRECTORS
During the year, Mr R Rengharajan, Director resigned from the Board.
The Board places on record its grateful appreciation of the valuable
services rendered by Mr R Rengharajan during his tenure of office as a
Director.
Mr G Vekatarajulu, Director will retire by rotation at the ensuing
Annual General Meeting and being eligible he offers himself for
re-election.
Brief resume of Directors, nature of expertise and names of Companies
in which they hold directorship and membership/chairmanship in
Board/Committees as stipulated under Clause 49 of the Listing Agreement
with the Stock Exchanges are provided in the Annexure to the Notice
convening the Annual General Meeting.
ë AUDITORS
The Board recommends the reappointment of M/s. Gopikumar Associates,
Chartered Accountants, Chennai, the retiring Auditors of the Company
who being eligible offer themselves for re-appointment.
SUBSIDIARIES
Quintegra Solutions Limited, UK
This subsidiary has incurred a loss of GBP 20,857 for the year ended 31
March 2010 as against the loss of GBP 18,685 for the previous year.
Quintegra Solutions (M) SDN BHD, Malaysia
The subsidiary had posted a loss of RM 376,206 during the financial
year ended 31 March 2010 as against the profit of RM 22,400 for the
previous financial year.
Quintegra Solutions GmbH, Germany
The subsidiary had posted a net loss of Euros 7,029 for the financial
year ended 31 December 2009 as against the net loss of Euros 5,689 for
the previous financial year.
Quintegra Solutions Ireland Limited
During the year, the subsidiary had incurred a loss of Euro 8,167 for
the financial year ended 31 March 2010 as against the loss of Euro
1,750 for the previous year.
P A Corporation, USA
The Subsidiary had incurred a net loss of US$ 1,390,980 during the
financial year ended 31 December 2009 as against a net loss of US$
18,905 for the previous year.
HUMAN RESOURCES
The HR had planned and systematically put in place several effective
systems that addressed the needs of the Organization during the global
economic slowdown period. Individual employee productivity is measured
on a continuous basis and is currently maintained at higher levels
without compromising on employee morale or work quality. Adequate care
is taken to ensure that each employee maintains a healthy work - life
balance. Continuous training initiatives with focused attention to
carter todays needs and also with an eye for future business trends
are meticulously designed and executed.
EMPLOYEES STOCK OPTION SCHEME
Neither the Company had granted nor the employees had exercised any
options during the current financial year. Disclosure as required under
Clause 12 of the Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is
annexed and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Management Discussion and Analysis Report as required under Clause 49
of the Listing Agreement forms part of the Annual Report.
CORPORATE GOVERNANCE REPORTS
The Report on Corporate Governance along with a compliance certificate
from the Auditors and a declaration affirming the compliance of Code of
Conduct are annexed as required by the Listing Agreement with Stock
Exchanges.
CEO/CFO CERTIFICATION
The Managing Director and Finance In-charge have submitted a
certificate to the Board regarding financial statements and other
matters as required under clause 49(V) of the Listing Agreement.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
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 a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
company for that period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern
basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
Particulars relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo pursuant to Section 217(1 )(e) are
annexed to and form part of this report.
PARTICULARS OF EMPLOYEES
There are no employees posted in India who are covered under Section
217(2A) read with Companies (Particulars of Employees) Rules 1975.
However, the particulars of employees of the Company posted and working
outside India are not reported pursuant to the Notification G.S.R.
212(E) dated 24 March 2004 issued by the Department of Company Affairs,
Ministry of Finance, Government of India.
ACKNOWLEDGEMENT
The Board records its appreciation for the continued support and
co-operation received from all its associates - the shareholders,
customers, suppliers, banks and Government Departments. Our special
thanks to State Bank of India, our bankers for their continued support
and encouragement by extending necessary credit facilities and thereby
contributing to our growth. The Directors also place their special
appreciation to all the employees.
By order of the Board
Place ; Chennai Shankarraman Vaidyanathan
Date : 02.09.2010 Chairman & Managing Director
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