The Directors have immense pleasure to present their Eighteenth Annual
Report together with the audited Balance Sheet and Profit and Loss
Account for the year ended 30th September, 2012.
CONSOLIDATED FINANCIAL RESULTS:
Business Results are as under:
(Rs. in Lakhs)
Total Income 16525.09 8379.81
Total Expenditure 15872.37 8136.46
Operating Profits (PBIDT) 652.72 243.35
Interest 96.05 14.57
Depreciation 78.07 23.44
Profit Before Extra
Ordinary Income 478.60 234.52
Tax Expense 131.58 39.95
Profit after Current Tax 347.02 165.39
Minority Interest 48.96 20.90
Profit available for appropriations 298.06 144.47
BUSINESS AND REVIEW OF OPERATIONS & GROWTH OPPORTUNITIES:
Perhaps the Shareholders have widely observed global economic impact
and rising of the Euro debt crisis leading to recessionary trends in
the Corporate Sector. Given the circumstances, your Company was still
able to overcome some of these hurdles and has achieved better
performance. Your Company continued to focus on the hardware business
and this segment turned out to be a major revenue earner this year too.
Your Company has registered and taken possession of 12 acres of
industrial land near Bangalore, allotted by the Government of
Meanwhile, an important development which gives this project tremendous
fillip is that the E-Waste Disposal Rule has been passed by the
Ministry of Environment and Forests making it mandatory from May 1,
2012, for all to dispose of their E-Waste through authorised E-waste
The team from E-Waste Recycling Division is being expanded. Necessary
licenses were obtained from the Karnataka State Pollution Control Board
(KSPCB), Bangalore wherein Cerebra has become one of the few
Enterprises to have this approval in the organized sector. Collections
of E-Waste from various Generators including from cities like Delhi are
being made for processing. The availability of the Shredder imported
from Singapore has been effectively communicated to the potential
customers. Aggressive marketing efforts are being infused to grow this
Your Company has enhanced its head count in all its verticals. The
Directors report that the Company continues to be debt free.
The Company has following subsidiaries:
1. Cerebra LPO India Limited.
2. Geeta Monitors Private Limited.
3. Cerebra Middle East FZCO, Dubai.
The Ministry of Corporate Affairs, Government of India has issued
Circular granting general exemption to Companies under Section 212(8)
of the Companies Acts, 1956 (‘the Act'') from attaching the document
referred to in Section 212(1) of the Act pertaining to its
subsidiaries. However, certain information as required is furnished in
More details on the subsidiaries are exhibited in the Management
Discussion elsewhere in this Report.
Cerebra LPO India Limited continued to consolidate its business
spectrum and was able to achieve improvised results in Legal Process
Outsourcing and Medical Transcription segments. USA continued to be the
main target for LPO business whilst MT grew well with the support from
a UK Client through their Indian arm and also a new client from USA was
added. LPO business added a client each from Australia and UK in the
business of Commercial and Residential Conveyancing.
Cerebra Software has recently concluded three contracts for software
from one of USA''s premier electronic equipment companies for building
iOS applications i.e.. Apple OS based applications for their equipment
which enhances the value of the product.
A U.S based company involved in consumer devices has signed up a long
term partnership with Cerebra for product development and services
support. This strategic and multi year contract is seeing a lot of
traction with a slew of products being launched in the U.S.A and other
markets around the world including India. Cerebra is playing a key role
ESD Division - The Company is expecting to bag some huge government
projects and this should help tremendously in the IT solutions space.
Cerebra ME FZCO - Cerebra Middle East subsidiary has signed up with IT
giants like Fujitsu, Canontech and are expecting some good results from
there. Further it has signed up with the Marvida Group to represent the
activities in Bahrain and KSA. Marvida group is one of the leading
Corporates in the Middle East and has a huge presence in Kingdom of
Saudi Arabia and Bahrain. With this tie-up Cerebra ME now has access to
the Saudi and Bahrain markets.
Your Directors regret to inform you that no dividend is recommended for
the year ended 30th September 2012 considering the aggressive expansion
programs in different verticals and the need of capital needs - both
capex and opex.
Mr. T. S. Suresh Kumar and Mr. P. E Krishnan, retire by rotation. In
accordance with the Companies Act, 1956 and Articles of Association of
the Company and being eligible, they offer themselves for
Your Company has neither accepted nor renewed any Fixed Deposits during
the year ended 30th September, 2012. AUDIT COMMITTEE:
Audit Committee constituted by the Board of Directors with requisite
composition to fall in line with the prevailing laws continued to
discharge its functions during the year under report.
Messrs Ishwar & Gopal, Chartered Accountants, the existing Auditors,
have expressed their willingness to get reappointed at the ensuing
Annual General Meeting.
The Board of Directors recommends their appointment.
Regarding comments of the Auditors in their report dated 30th November
2012 the explanations of the Directors is as follows:
The Management is hopeful of recovering the amount from debtors and
hence no provision was made. PARTICULARS OF EMPLOYEES:
There was no employee drawing remuneration in excess of the limits
prescribed under Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975.
Your Company continues with an arrangement with National Securities
Depositories Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) for dematerialization of your Company''s securities in
accordance with the provisions of the Depositories Act 1995, which are
fully operational and members may avail of such facilities. With this,
the members have an option / discretion to hold their demat shares in
the Company through National Securities Depositories Limited and/or
Central Depository Services (India) Limited.
COMPLIANCE OF STOCK EXCHANGE FORMALITIES:
Your Company has fully complied with the Listing formalities of all the
Stock Exchanges where the Company''s shares are listed. Your Directors
have taken necessary action in connection with the
Guidelines/Regulations issued by Securities and Exchange Board of India
(SEBI) on Insider Trading.
The Company has followed the mandatory Accounting Standards for
preparation of Financial Statements for the year ended September 30,
The Company has complied with all the recommendations of Corporate
Governance Code as provided in Clause 49 of the Listing Agreement. A
detailed report on Corporate Governance has been included separately in
the Annual Report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
Your Company is committed to transparency, good Internal Controls and
risk Management. It has established Adequate System of Internal Control
commensurate with size of the business.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information pursuant to 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 is Nil.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange Earnings: Rs. 1238.96 Lakhs Foreign Exchange Outgo:
Rs. 73.81 Lakhs
DIRECTORS'' RESPONSIBILITY STATEMENT:
As per Section 217(2AA) of the Companies (Amendment) Act, 2000 your
Directors hereby confirm that -
- In the preparation of these annual accounts, the applicable
accounting policies and standards are followed, as issued by the
Institute of Chartered Accountants of India (ICAI) and the requirements
of the Companies Act, 1956, to the extent applicable. No material
departures are noticed from the prescribed accounting standards;
- The accounting policies are consistently applied and reasonable,
prudent judgment and estimates are made so as to give a true and fair
view of the state of affairs of the Company as at the end of the year
ended September 30, 2012 and of the Profit/(Loss) of the Company
for that year;
- The accounts for the year-ended 30.09.2012 have been prepared on a
system of historical cost, on a going concern and on accrual basis;
- Proper and sufficient care has been taken for maintenance of adequate
accounting records in accordance with the provisions of the Act, for
safeguarding the assets of the Company and for preventing and detecting
fraud, errors and other irregularities;
- Financial Statements have been audited by Messrs Ishwar & Gopal,
Chartered Accountants, Bangalore, being the Statutory Auditors of the
UNUSUAL ITEMS AFTER THE YEAR END DATE:
In the opinion of the Directors, no item, transaction or event of a
material and unusual nature has arisen in the interval between the end
of the financial year and the date of this report which would affect
substantially the results of the perations of the Company and for the
financial year in which this report is made.
Your Directors thank the Shareholders/Investors for their response and
confidence, Customers, Vendors, Bankers, Channel Partners, Software
Technology Park of India, the various Central Government Departments
and State overnment Departments for their invaluable co-operation and
support extended uniformly during the year.
By the order of the Board
Place: Bangalore Shridhar S Hegde
Date: 30th November, 2012 Wholetime Director