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
Consolidated Standalone Consolidated Standalone
Particulars for 2012-13 for 2012-13 for 2011-12 for 2011-12
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
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.
RESEARCH AND DVELOPMENT:
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
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
All the fixed Assets and movable assets of the company are adequately
DISPOSAL OF INVESTMENTS:
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.
CHANGES IN THE SHARE CAPITAL
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.
DIRECTOR''S RESPONSIBILITY STATEMENT:
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:
PARTICULARS OF EMPLOYEES:
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.
CONSERVATION OF ENERGY ETC, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGHN EXCHANGE EARNINGS & OUTGO.
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.
CONSOLIDATION OF 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
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
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.
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