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CTIL Directors Report, CTIL Reports by Directors
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Directors Report Year End : Mar '14    « Mar 13
Dear members,
 
 The Directors have pleasure in presenting the Seventeenth Annual Report
 together with the Audited Accounts for the year ended 31st March, 2014
 
 FINANCIAL RESULTS:
 
 The Financial Results both Consolidated and Standalone for the year
 ended 31st March, 2014 are summarized below:
 
                                                          (Rs. in Lakhs)
 
 Particulars       Consolidated   Standalone   Consolidated   Standalone
                   for 2013-14    for 2013-14   for 2012-13   for 2012-13 
 
 Income from            4726.73        683.97       3226.30       1404.41
 Operations
 
 Expenditure            4549.16        568.67       2705.72       1271.89
 
 Operating Profit        177.57        115.30        520.58        132.51
 (PBDIT)
 
 Interest                113.94        100.93        144.88        105.64
 
 Depreciation             31.27         13.12         49.33         21.15
 
 Profit before Tax        32.36          1.25        326.36          5.72
 
 Provision for            11.52          0.38         52.44          1.09
 Income Tax
 
 Deferred Tax            (1.52)        (1.14)         -7.65         -4.45
 
 Profit / Loss            22.36          2.39        281.57          9.08
 after Tax but
 before 
 extraordinary items
 
 Extraordinary items       3.12         -----          1.23          ----
 Minority Interest
 
 Net Profit carried to    19.24          2.39        280.34          9.08
 Balance Sheet
 
 CONSOLIDATED PERFORMANCE:
 
 During the year 2013-14, company has achieved a turnover of Rs.4726.73
 Lakhs as against Rs3226.30 Lakhs translating into growth of 46.50% over
 the previous year 2012-13. However your Directors regrets to inform
 you, that there was a drastic decline in Net profit (after
 extraordinary) items which stands at Rs.19.24 Lakhs as against previous
 year net profit of Rs.280.34 Lakhs. It was mainly due to excessive
 operational overheads in relation to fixed price contracts where input
 costs were disproportionally high beyond expectations of the company.
 Further, there was no alternative, for the Board of Directors except
 the completion of the projects which was mandatory as per the terms of
 the contact and to retain the customers and image of the company among
 the circles. However your Directors are confident of regaining the
 business repeat orders from those customers whose projects the company
 has completed on time not withstanding that the company has suffered
 serious hit on its profits from those contracts.
 
 Your Directors regrets rather beg a pardon from all the members for the
 reason that the company is not in a position to declare the dividend
 this year also and expressed their unhappiness about the successive
 failures and inability to declare dividend and reward the shareholders.
 However, your Directors expresses confidence in the operational
 strengths of the company and skill sets of teams thus able to perform
 better in the following years.
 
 RESEARCH AND DEVELOPMENT:
 
 The Company continues to invest in innovating and developing state of
 the art technologies that are core for providing key solutions in
 different industry verticals of interest. This includes critical
 investments in:
 
 - Comprehensive e-learning solutions project
 
 - Improving in the e-Governance Executive Strengths
 
 - Technology & Solutions for Shipping & Ports
 
 - Technology & solutions for Insurance business
 
 A big thrust was made in the past three years in the aforesaid areas in
 R&D. In the space of e-learning, big strides have been possible to not
 only have a two way video interactivity, but also chat both in ‘open''
 as well as ‘private'' environments. This is coupled with a robust
 e-learning support system having full- fledged e-content upload, on
 line testing, online submission of assignment and their valuation,
 attendance tracking etc.
 
 The Directors hope that the R & D initiatives made by the company will
 yield good results and boost up the revenues of the company in the
 coming years.
 
 DEPOSITS:
 
 The Company has not accepted any deposits from the public under section
 73 of the Companies Act, 2013, during the year.
 
 AUDITORS:
 
 M/s Balaji Viswanath & Co., Chartered Accountants, Hyderabad, the
 Company''s Auditors'' retire at the conclusion of the ensuing Annual
 General Meeting. They have signified their willingness to accept
 re-appointment and have further confirmed their eligibility under
 Section 141 of the Companies Act, 2013.
 
 In accordance with the provisions of Section 139 of the Companies Act,
 2013 and Rules made there under, your Board of Directors recommends
 their re-appointment for a term of three years from the conclusion of
 17th Annual General Meeting till the conclusion of the 20th Annual
 General Meeting subject to ratification every year, by the shareholders
 at every Annual General Meeting.
 
 SUBSIDIARIES AND DISINVESTMENT:
 
 The following are the subsidiaries of the Company:
 
 1.  SPRY Resources India Pvt.  Ltd
 
 2.  CTIL Infrastructure Pvt. Ltd.
 
 3.  CTIL Media Pvt. Ltd.
 
 4.  CTIL Hong Kong Limited
 
 During the year 2013-14, the company has divested 11% stake in M/s ACE
 BPO Services Pvt. Ltd., which ceases to be a subsidiary of the Company.
 
 CONSOLIDATION OF FINANCIAL STATEMENTS:
 
 As prescribed by Accounting Standards 21 read with Accounting Standard
 23 issued by the Institute of Chartered Accountants of India,
 consolidation of Financial Statement of Subsidiaries of the company,
 have been prepared on the basis of Audited Results received from the
 subsidiary companies as approved by their respective Boards.
 
 ACCOUNTS AND FINANCIAL STATEMENTS OF SUBSIDIARIES:
 
 Ministry of Corporate Affairs, New Delhi, vide Circular No:
 5/12/2007-CL-III dated February 8, 2011 has granted general exemption
 under Section 212(8) of the Companies Act, 1956 from the requirement to
 attach detailed financial statement of each of the Subsidiaries of the
 company. Pursuant to the said Circular, the Board of Directors of the
 company gave their consent for not attaching the Balance Sheets of the
 subsidiary Companies to the Annual Accounts of your company / this
 Annual Report, for the year ended 31.03.2014.
 
 Accordingly, the Balance Sheets and other financial statements relating
 to the following subsidiary companies are not attached to the Annual
 Accounts of the Company / in this Annual Report.
 
 1.  SPRY Resources India Pvt Ltd.
 
 2.  CTIL Infrastructure Pvt Ltd.
 
 3.  CTIL Media Pvt. Ltd
 
 4.  CTIL Hongkong Limited
 
 However, pursuant to the provisions of Section 212 of the company''s Act
 1956, a statement containing details of interest of holding company in
 its subsidiary companies is appended to this Report.
 
 Any member who wish to have information on any of the subsidiary
 Companies may send his / their / request to the company, so that the
 same could be forwarded. Further performance and financial position of
 each of the subsidiary companies is included in the consolidated
 financial statements.
 
 CHANGES IN THE SHARE CAPITAL
 
 The Company has only one class of Share Capital i.e. Equity Share
 Capital. The Authorised Share Capital of the Company presently stands
 at Rs.50.00 Crores divided into 5,00,00,000 equity shares of Rs.10/-
 each. The paid up capital of the company for the year 2013-14 stands at
 Rs. 30,77,07,570/- and the paid up capital for the previous year
 2012-13 stands at Rs.26,21,55,540/-. The reconciliation of the Share
 Capital has been provided under notes to the Balance Sheet of the
 company.
 
 However as a measure of prudence, details of further issues resulting
 in the increase of capital are given here. During the year, 45,55,203
 equity shares of Rs. 10 each at a premium of Rs.17/- per share, have
 been allotted to the promoters and to selected persons other than the
 Promoters and Promoter Group companies on preferential issue basis,
 which represented the increase in paid-up capital of Rs.4,55,52,030
 during 2013-14.
 
 DIRECTORS:
 
 Resignation of Directors:
 
 01.  Mr. GSS Prasad, tendered resignation from the Directorship on
 account of personal reasons and the same which was accepted by the
 Board of Directors on 15.07.2013
 
 02.  Mr. P. Guru Krishna, resigned from the Directorship on account of
 personal reasons and it which was accepted by the Board of Directors on
 14.11.2013
 
 The Board wishes to acknowledge the valuable services rendered by all
 the above persons during their tenure as Directors, to the company.
 
 Re-appointment of retiring Directors:
 
 01.  Mr.PVV Satyanarayana, Director retiring by rotation at the 17th
 Annual General Meeting and being eligible, has offered himself for
 reappointment.
 
 02.  Mr. Raj Nagesh Kosaraju, Director retiring by rotation at the 17th
 Annual General Meeting and being eligible, has offered himself for
 reappointment.
 
 03.  Mr. Ramesh Koritala, Director retiring by rotation at the 17th
 Annual General Meeting and being eligible, has offered himself for re
 appointment.
 
 Independent Directors:
 
 Mr. Nandipati Venkata Simhadri and Mr. Sanjeev Sharma, who were
 inducted as Additional Directors on to the Board w.e.f 24.12.2013 and
 08.02.2014 respectively would hold office upto the date of the ensuing
 Annual General Meeting . Mr. Nandipati Venkata Simhadri and Mr. Sanjeev
 Sharma, the Additional Directors and Mr. M.Balarama Krishnaiah,
 Director of the company, having submitted necessary consents to act as
 Director and declarations to the company informing that they meet the
 criteria of independence, are seeking appointment as Independent
 Directors, at the meeting.
 
 The Board recommends consideration and approval by the Members, for the
 reappointment as Directors retiring by rotation, appointment of those
 who cease to hold office at the Annual General Meeting (as they were
 appointed before as the Additional Directors during the year) and
 appointment of Mr. M. Balarama Krishnaiah, Director, as the Independent
 Directors as proposed in the Notice of the Annual General Meeting.
 
 Details of Directors seeking appointment / re-appointment at the
 forthcoming Annual General Meeting in pursuance of Clause 49 of the
 Listing Agreement.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 In pursuance of Clause of sub-sections 3 and (5) of section 134 of the
 Companies Act, 2013, your Directors confirm:
 
 a) That in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanations
 relating to material departures.
 
 b) That the directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of the financial year and of the Profit and
 Loss of the Company for that period.
 
 c) That the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities;
 
 d) That the Directors had prepared the annual accounts on a going
 concern basis;
 
 e) That 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) That the Directors had devised proper systems to ensure compliance
 with the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 PARTICULARS OF EMPLOYEES:
 
 There is no employee who is falling under Rule 5 (2) of Companies(
 Appointment and Remuneration) Rules, 2014. Therefore, the disclosures
 required to be made here under are not applicable.
 
 CODE OF CONDUCT:
 
 The Code of Conduct has been circulated to all the members of the Board
 and Senior Management and the compliance of the same has been affirmed
 by them. Code of Conduct has also been placed on the website of the
 company. A declaration signed by the Executive Director is given in
 Annexure.
 
 CONSERVATION OF ENERGY ETC, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO.
 
 The required information as per Sec.134 (3) (m) of the Companies Act,
 2013 is provided hereunder
 
 Conservation of Energy:
 
 The Operations of the Company are not energy-intensive. However to
 ensure reduction in consumption of energy, your Directors are
 constantly evaluating new technologies, mechanism, investments to make
 infrastructure more energy efficient.
 
 Some of the energy conservation initiatives initiated:
 
 a.  Walls and Roofs are properly insulated.
 
 b.  Turning off all lights in all the work places when not in use.
 
 c.  Turning off the Air Conditioners during non peak hours and
 holidays.
 
 d.  Effective management of ventilation to ensure good air quality.
 
 e.  Installation of energy efficient lighting.
 
 f.  Using energy efficient computers and equipment,.
 
 A.  Technology Absorption - The Company has been constantly upgrading
 its technology to the latest in the market, for both its training
 centers and software development.
 
 B.  Research and Development : Your Company is constantly working to
 build a State of Art Research and Development Centre to enhance the
 quality of its products.
 
 C.  Benefits derived from such Research and Development: As the
 customer uses the end product, the benefit from the customer
 satisfaction will ultimately be passed on to the company in terms of
 increase in revenues and business prospective.
 
 CORPORATE GOVERNANCE:
 
 The report on the corporate governance is annexed which forms a part of
 this report. 
 
 MANAGEMENT DISCUSSION AND ANALYSIS:
 
 Management Discussion and Analysis for the year under review as
 stipulated under Clause 49 of the Listing Agreement with the Bombay
 Stock Exchange is presented as a separate section forming part of this
 report.
 
 COMPLIANCE CERTIFICATE OF THE AUDITORS:
 
 The Statutory Auditors have certified that the company has complied
 with the conditions of Corporate Governance as stipulated in the
 Listing Agreement with the Stock Exchange and the same is annexed to
 the Report of Directors.
 
 PERSONNEL:
 
 Relations with the employees continued to be cordial throughout the
 year. Your Directors place on record their appreciation of the efforts,
 dedication and active participation of employees in various initiatives
 taken by the company during the year under review:
 
 ACKNOWLEDGEMENTS:
 
 Your Directors express their heartfelt gratitude and thanks to the
 Company''s Bankers, Shareholders, customers and various Central and
 State Government Agencies, Local Authorities for their continued
 support during the year. Your Directors also wish to place on record
 their sincere appreciation of unstinted support and co-operation
 extended by all the personnel at various levels of the Organization.
 Company''s growth was made possible by the hard work, solidarity,
 co-operation and support of the employees all along. Your Directors
 look forward for the same in the years to come and wish to maintain
 whole hearted continuing relationship with all of them.
 
                                                  BY ORDER OF THE BOARD
                                                       For CTIL LIMITED
 
                                       Sd/-                  Sd/-
                               P.V.V.Satyanarayana      P.Obul Reddy
                                    Chairman         Executive Director
 
 Place: Hyderabad
 Date:02.09.2014
Source : Dion Global Solutions Limited
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