CTIL Directors Report, CTIL Reports by Directors
BSE: 532363|ISIN: INE394B01017|SECTOR: Computers - Software Medium & Small
Apr 24, 17:00
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Directors Report Year End : Mar '13    « Mar 12
To The Members
 The  Directors present their Sixteenth Annual Report together with the
 Audited Accounts for the year ended 31st March, 2013
 The Financial Results for the year ended 31st March, 2013 are
 summarized below:
                                                           ( Lakhs)
                     Consolidated  Standalone  Consolidated  Standalone 
 Particulars          for 2012-13 for 2012-13   for 2011-12 for 2011-12
 Income from 
 Operations               3226.30     1404.41       8639.45     1550.97
 Expenditure              2705.72     1271.89       6492.60     1342.85
 Profit (PBDIT)            520.58      132.51       2146.85      208.12
 Interest                  144.88      105.64        213.60      133.80
 Depreciation               49.33       21.15         61.10       34.02
 Profit before Tax         326.36        5.72       1872.15       40.30
 Provision for
 Income Tax                 52.44        1.09         25.97        7.47
 Deferred Tax               -7.65       -4.45         -8.29       -5.86
 Profit / Loss 
 after Tax but before
 extraordinary items       281.57        9.08       1854.47       38.68
 Extraordinary items - 
 Minority Interest           1.23        ___         857.81         ___
 Net Profit carried 
 to Balance Sheet          280.34        9.08        996.65       38.68
 Your Directors are pleased to present the financial results of the
 company for the year under review.  Your Company has posted a turnover
 of Rs. 3226.30 lakhs. and net Profit of Rs. 280.34 lakhs.  Performance
 of the company was partialy affected by frequent power failures and
 disturbances on account of agitations / bandhs in Hyderabad. In spite
 of adverse conditions like bandhs and agitations, your company was able
 to maintain profitability during the year. In view of the increased
 needs of working capital consequent to expansion activities planned by
 the company, your Directors are of the view that Profits should be
 ploughed back into the system so as to attain the desired growth levels
 and achieve its objectives set before the management.
 Your Directors are pleased to inform you that the revenues of the
 company stood at Rs. 1404.41 lakhs and net Profit Rs.9.08 lakhs as
 against revenues of Rs. 1550.97 Lakhs, net Profit of Rs.  38.68 lakhs
 for the previous year.
 CHANGE IN THE NAME OF THE COMPANY: Pursuant to the Special Resolution
 passed by the Members and approval accorded by the Central Government,
 name of the company was changed from COMP-U-LEARN TECH INDIA LIMITED
 TO CTIL LIMITED with effect from 29.08.2012.
 Your Directors are happy to note that during the year the company has
 spent sizable amount towards R & D in e-learning space. The Company
 continues to invest in innovating and developing state of the art
 technologies that are core to providing key solutions in different
 industry verticals of interest. This includes critical investments in:
 - Comprehensive e-learning solutions
 - Improving assets in the e-Governance
 - Technology & Solutions for Shipping & Ports
 - Insurance Technology & solutions
 A big thrust was made in the past two years in the aforesaid areas in
 R&D. In the space of e- learning, big strides have been made 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.
 Carve out product offerings from our portfolio of projects and long
 running product-line programs – this included Integrated Treasury
 Management, PACE G2C framework and upcoming paperless office for
 e-Governance Projects.
 CTIL LTD re-branded and productized its G2C service delivery framework
 adapted from first large scale e-Governance project in India in the
 form of PACE – was instrumental in winning and delivering G2C services
 through a large government portal.
 We hope that this R & D initiative will yield good results and boost up
 our revenues in the coming years.
 The Company has not accepted any deposits from the public under 58A of
 the Companies Act, 1956, during the year.
 M/s Balaji Viswanath & Co, chartered Accountants, Hyderabad, Statutory
 Auditors of the Company will retire at the conclusion of this Annual
 General meeting. However, being eligible they offer themselves for
 appointment and confirmed that their reappointment will be within the
 limits specified under section 224(1B) of the Companies Act, 1956.
 The Auditors comments on the company''s accounts for the year ended 31st
 March, 2013 are self explanatory in nature and do not require any
 explanation as per the provision of section 217 (3) of the Companies
 Act. 1956.
 All the fixed Assets and movable assets of the company are adequately
 With a view to minimise overheads, your Directors have disposed off of
 the entire shareholding of the company in AUSTUS Technologies INC,
 USA, and in Comp-u-learn Middle East FZC, Dubai.
 The Company has got only one class of shares i.e. equity shares. The
 Authorised Share Capital of the Company presently stands at Rs.50.00
 Crores. During the year 9,00,000 equity shares of Rs. 10 each to
 promoters and 29,30,000 equity shares of Rs.10/- to selected persons
 other than Promoters were issued at a premium of Rs. 6.50 per share on
 preferential allotment basis.
 The Board accepted the resignations of Mr. Manish Bansal, Executive
 Director and Mr. G S S Prasad, Director with effect from 10th March,
 2013 and 15th July, 2013 respectively. Mr. V Suresh Babu and Mr. P
 Jagadeesh Babu, Directors upon retirement by rotation at this Annual
 General meeting are not seeking reappointment. The Board wishes to
 acknowledge the valuable services rendered by them to the company,
 during their tenure .
 Mr. P.Obul Redy , Executive Director is retiring by rotation as a
 director at the ensuing Annual General Meeting and being eligible
 offers himself for reappointment . Your Board of Directors recommend
 his reappointment as proposed.
 Sri. M. Balarama Krishnaiah, Sri. K. Bhavani Prasad, and Mr. G. Madhava
 Rao, who hold their offices as Additional Directors up to the date of
 ensuing AGM are seeking appointment as Directors at the Meeting. Your
 Board of Directors commend consideration and approval of their
 appointments as proposed.
 Pursuant to the requirements of Section 217 (2AA) of the companies
 Act,. 1956, it is hereby confirmed:
 (a) that in preparation of annual accounts for the year ended 31st
 March, 2013, the applicable accounting standards have been followed and
 that no material departures have been made from the same.
 (b) that the Directors have 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 year ended on that day.
 (c) that the Directors have 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
 (d) that the Directors have prepared the annual accounts for the year
 31st March, 2013 on a going concern basis:
 In accordance with the provisions of Section 217 (2A) of the Companies
 Act, 1956 read with the Companies (Particulars of Employee) Rules,
 1975, the particulars of Employees of the Company are – NIL.
 Information required under 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 are provided herein below:
 Conservation of Energy:
 The operations of our Company are not energy-intensive. However to
 ensure reduction in consumption of energy, we are constantly evaluating
 new technologies, mechanism, investments to make infrastructure more
 energy efficient. Some of the energy conversation initiatives.
 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
 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 constantly upgraded its
 technology to the latest in the Global 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 be ultimately passed on to the company in terms of
 increase in sales
 D.  Foreign Exchange earnings and outgo
                                                (Rs. in Lakhs) 
 Particulars                                2012-13   2011-12
 Foreign Exchange Earnings                  1404.41   1534.82
 Foreign Exchange Outgo                        0.78      5.89
 Company has the following companies as its subsidiaries:
 1.  SPRY Resources India Pvt Ltd
 2.  ACE BPO Services Pvt Ltd
 3.  CTIL Infrastructure Pvt Ltd
 4.  CTIL Media Pvt Ltd
 5.  CTIL Hong Kong Ltd
 As required under section 212 of the Companies Act, 1956 financial
 statements of subsidiary companies mentioned at 1 to 5 above are
 enclosed with this Annual Report along with Directors report and
 Auditor''s Report on these financial statements.
 The Consolidated Financial Statements, as prescribed by Accounting
 Standards 21 read with 23 issued by the Institute of Chartered
 Accountants of India, are Annexed to this Annual Report.
 In accordance with the Accounting Standards, consolidated financial
 statements of the company and its subsidiaries form part of the Report
 and Accounts. These consolidated statements have been prepared on the
 basis of audited results received from the Subsidiary Companies as
 approved by their respective Boards.
 The report on the corporate governance is annexed which forms a part of
 this report.
 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
 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.
 Relations with the employees continued to be cordial throughout the
 year. Your Directors place on record their appreciation for the
 efforts, dedication and active participation of employees in various
 initiatives during the year under review:
 We express our Heartfelt gratitude and thanks to our Company''s Bankers,
 Shareholders, customers and various Central and State Government
 Agencies and Local authorities for their continued support during the
 year. We also wish to place on record our sincere appreciation of
 unstinted support and co-operation extended by all the personnel at
 various levels of the Organization. Our growth was made possible by
 their hard work, solidarity, co-operation and support all along so far
 and we look forward for the same in the years to come and we wish to
 maintain whole heartedly continuing relationship with all the above.
                         BY ORDER OF THE BOARD /- 
                            For CTIL LIMITED 
           (formerly known as COMP-U-LEARN TECH INDIA LTD) 
 Place: Hyderabad          P.V.V.Satyanarayana
 Date: 04.09.2013              Chairman
Source : Dion Global Solutions Limited
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