1. Companys Performance
The Directors hereby report that the Company has achieved a turnover
of Rs. 174912.69 Lakhs up to 31.03.2011.
The highlights of the financial results are as follows:
(Rupees in lakhs)
Particulars Financial Financial Year
Period ended ended 30th
31st March, 2011 September, 2009
consisting of 18 consisting of 12
months (From months (From
01-10-2009 to 01.10.2008 to
31-03-2011) 30.09.2009)
Profit before 24025.51 9341.31
Depreciation and
Interest
Interest 9953.81 3066.41
Depreciation 2679.11 1343.89
Profit before tax 11392.59 4931.01
Provision for
- Current tax 3244.83 1437.11
- Deferred tax 287.51 295.65
- Fringe Benefit tax - 2.56
Profit after tax 7860.61 3195.69
Dividend on CRPS 5.21 3.47
Profit carried to 7855.40 3192.22
Balance Sheet
2. Operations
The Company achieved a turnover of Rs.174912.69 lakhs and earned profit
after tax of Rs.7860.61 lakhs. The Gross Block as on 31.03.2011 stood
at Rs. 40460.49 lakhs and the Net Block as on 31.03.2011 stood at
Rs.32167.03 Lakhs.
3. Subsidiaries Digitech Business systems
The operations of M/s. Digitech Business Systems Ltd. have commenced in
a small way. It clocked a revenue of Rs.13672.92 lakhs.
Telesuprecon limited
M/s Telesuprecon Limited has branches in three countries, providing
telecom infrastructure services to Telecom operators. The Telecom
Business in Africa was slowdown and many contracts were kept pending
due to Global recession. The business is on positive growth and the
contracts are being revived. But the recession effect on the Company
would continue in the first half year. Presently Telesuprecon is
executing telecom works in three countries; Malawi, Zambia and Kenya
and plans to expand its operations into other neighboring African
countries. As per the law prevailing in Mauritius, financial statements
of M/s Telesuprecon Limited are not required to be audited.
STL Africa Limited
STL Africa Limited has started its operations during the year and made
significant progress in a very short span of six months and astonishing
contribution to the Group with a top line of Rs.11557.18 Lakhs and a
bottom line of Rs.4773.18 Lakhs. As of date the concentration is more
on CAD/CAM contracts and company Is planning to enter into EPC
Contracts across Eastern Africa.
Sujana Transmissions Limited
Your Company has incorporated Sujana Transmissions Limited at
Hyderabad. The operations of the subsidiary company are yet to
commence. Therefore, audited accounts, Directors Report, Auditors
Report and other related information of M/s. Sujana Transmissions
Limited are not annexed.
4. Consolidated Financial Statements
The Consolidated Financial Statements of the Company and its
subsidiaries, prepared and presented in accordance with Accounting
Standard (AS) 21 and as per the clause 32 of the Listing Agreement, are
attached to and form part of the Annual Report.
Your Company has availed the general exemption from attaching a copy of
the Balance Sheet, Profit and Loss Account, Directors Report and
Auditors Report of the
subsidiary Companies and other documents required to be attached under
Section 212(1) of the Companies Act, 1956, to the Balance Sheet of your
Company. The said exemption is granted vide circular issued by Ministry
of Corporate Affairs dated 08.02.2011.
Accordingly, the said documents of subsidiary companies are not being
attached with the Balance Sheet of the Company. A gist of the financial
performance of the subsidiary companies is contained in the report. The
Annual Accounts of the subsidiary companies are open for inspection by
any member/ investor at the Companys Registered office and the Company
will make available these documents and the related detailed
information upon request by any investor of the Company or any investor
of its subsidiary companies who may be interested in obtaining the
same.
5. Industrial Relations
Your Directors are happy to report that the Industrial Relations have
been extremely cordial at all levels throughout the year.
6 Future Plans
The Company is striving hard to capture the major share in the market
of both telecom and Transmissions sector on its own as well as through
its subsidiary companies viz., M/s. Digitech Business Systems Limited,
Hong Kong, M/s. Telesuprecon Limited, Mauritius, M/s STL Africa
Limited, Mauritius and M/s. Sujana Transmissions Limited, Hyderabad.
The present trend in the market and the opportunities available in
market are analytically narrated elsewhere in this report.
7. Directors
Shri Y.S. Chowdary, Shri M.V. Bhaskara Rao and Shri S. Venkatachalam,
Directors of the Company, are liable to retire by rotation in the
ensuing Annual General Meeting of the Members of the Company and being
eligible offers themselves for re-appointment.
During the year under review Shri A. Ratanpal, General Manager, CSPD,
IDBI Bank Ltd., Mumbai has been appointed as Nominee
Director on the Board of Directors of the Company at their meeting held
on 10.02.2011 with effect from 21st December, 2010.
8. Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
based on the representations received from the operating Management,
confirm that –
a. in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same;
b. that they 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 or loss
of the Company for that period;
c. that they 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 irregularities;
d. that they have prepared the annual accounts on a going concern
basis.
9. Promoter Group Companies
Pursuant to intimation from promoters, names of Promoters and companies
comprising the Group as defined in the Monopolies and Restrictive
Trade Practices (MRTP) Act, 1969, have been disclosed in Annual
Report as an annexure.
10. Code of Conduct
The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company. The Code of Conduct has been posted
on the Companys website. Board Members and Senior Management
personnel have affirmed compliance with the Code for the financial year
2009-11. A separate declaration to this effect is made out in the
Corporate Governance Report.
11. Auditors
It is proposed to re-appoint the existing Statutory Auditors of the
Company M/s R. Subramanian & Company, Chartered Accountants, Chennai
for the financial year 2011-2012 also at a remuneration as fixed by the
Board of Directors.
The Company has received letter from M/s. R. Subramanian & Company,
Chartered Accountants, Chennai to the effect that their appointment as
Statutory Auditors, if made, would be within the prescribed limits
under Section 224(1B) of the Companies Act, 1956 and they are not
disqualified for such appointment.
12. Personnel
There are no such employees in the Company, who are drawing
remuneration more than Rs. 5 lakhs per month during the financial
period under review in accordance with Section 217(2A) of the Companies
Act, 1956.
13. Human Resource Management
one of the key resources of Company is its employees. Your Company has
been able to create a favorable work environment that encourages
innovation and meritocracy. Your Company has put in place a scalable
recruitment and human resource management systems.
The efforts of your Company in the area of employee management and HR
practices have been proved effective in Human Resource Management.
The number of employees as on 31.03.2011 is 258.
14. Further issue of securities of the Company
a. Issue of equity shares on preferential Basis
Pursuant to the special resolution passed by the members of the Company
at the Extraordinary
General Meeting held on 24th October, 2009, your Company had
successfully completed the issue and allotment of 11,11,111 equity
shares of Rs.5/- each at a premium of Rs. 31.00 per share to Non-
Promoters.
b. Issue of Equity Shares Through Global
Depository Receipts (GDRS)
Pursuant to the special resolution passed by the members of the Company
at the Extraordinary General Meeting held on 24th October, 2009, your
Company had successfully completed the issue and allotment of
2,67,85,700 equity shares of Rs. 5/- each at a premium of Rs. 47.416
per share underlying 53,75,140 Global Depository Receipts (GDRs)
representing 5 equity shares per GDR, aggregating US$ 30.00 Millions.
Your Company invested the funds raised through GDRs, in its Wholly
owned Subsidary.
The Global Depository Receipts have been listed on the Luxembourg Stock
Exchange.
c. Issue of Equity Shares and Convertible Warrants by way of
Preferential Allotment
Pursuant to the special resolution passed by the members of the Company
through Postal Ballot on 19.11.2009, your Company had successfully
completed the issue and allotment of 32,00,000 equity shares of Rs.5/-
each at a premium of Rs.50/- per share and 3,13,00,000 convertible
warrants of Rs. 5/- each at a premium of Rs. 50/- per warrant to the
Promoter Group. out of the above 3,13,00,000 convertible warrants,
2,58,00,000 convertible warrants were converted into equity shares
during the period under review and the balance 55,00,000 (before split)
warrants also converted on 31.05.2011 and listing process at BSE and
NSE is under progress.
15. Movement in Authorised Capital
As on 30.09.2009, the authorized share capital of the Company is
Rs.55,00,00,000
(Rupees Fifty Five Crores only) divided into 9,80,00,000 (Nine Crores
Eighty Lakhs only) equity shares of Rs.5/- each and 6,00,000 (Six Lakhs
only) Cumulative Redeemable Preference Shares of Rs.100/- each.
Pursuant to the special resolution passed by the members of the Company
at the Extraordinary General Meeting held on 24th October, 2009, the
authorized share capital of the Company has been increased from
Rs.55,00,00,000 (Rupees Fifty Five Crores only) to Rs.100,00,00,000
(Rupees one Hundred Crores only) divided into 18,80,00,000 (Eighteen
Crores and Eighty Lakhs only) equity shares of Rs.5/- each and 6,00,000
(Six Lakhs only) Cumulative Redeemable Preference Shares of Rs.100/-
each, by further creation of 9,00,00,000 (Nine Crores only) equity
shares of Rs.5/- each.
Pursuant to the special resolution passed by the members of the Company
through Postal Ballot on 24.12.2010, your Company had successfully
completed the sub-division of the equity shares of Rs. 5/- each of the
Company into 5 (Five) shares of Re.1/-each commonly known as Stock
Split on the record date 11th January, 2011 and as on date, the
authorized share capital of the Company is Rs.100,00,00,000 (Rupees one
Hundred Crores only) divided into 94,00,00,000 (Ninety Four Crores
only) equity shares of Re.1/- each and 6,00,000 (Six Lakhs only)
Cumulative Redeemable Preference Shares of Rs.100/- each.
Movement in Paid-up Capital
Particulars Equity Shares Cumulative Capital in Rs.
(in Nos.) Redeemable
Preference
Shares (in Nos.)
Paid-up capital as
on 4,14,33,035 2,96,795 23,68,44,675
01.10.2009
Add : Equity
shares of 11,11,111 - 55,55,555
Rs.5/- each
allotted to
Non-Promoter
Group
Add : Equity
shares of 32,00,000 - 1,60,00,000
Rs.5/- each
allotted to
Promoter Group
Add : Underlying
equity 2,67,85,700 - 13,39,28,500
shares of Rs.5/-
each allotted
through GDRs
Add : Equity shares 2,58,00,000 - 12,90,00,000
of Rs.5/- each
allotted to
Promoter Group by
conversion of
warrants,
already allotted
Paid-up capital on 9,83,29,846 2,96,795 52,13,28,730
31.03.2011
Sub-division of
equity 49,16,49,230 - 52,13,28,730
shres of Rs.5/-
each into Re.1/-
each w.e.f. the
record dt. 11.01.2011
16. Listing of Companys Securities
Your Companys shares are currently listed on Bombay Stock Exchange
Limited (BSE) and National Stock Exchange of India Limited (NSE),
Mumbai and the Global Depository Receipts are currently listed at the
Luxembourg Stock Exchange.
17. Dematerialization of Shares
Your Companys shares have been made available for dematerialization
through the National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).
18. Fixed Deposits
The Company has not accepted any fixed deposits and the provisions of
Section 58A of the Companies Act, 1956 are not applicable.
19. Conservation of Energy, Research and Development, Technology
Absorption and Foreign Exchange Earnings and outgo
The details regarding Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given in the Annexure 1 and forms part of this report.
20. Corporate Governance
A detailed report on Corporate Governance has been included separately
in the Annual Report. A report on Management Discussion and Analysis
prepared and attached to the Directors Report also forms part of this
Annual Report.
21. Management Discussion and Analysis Report is also attached and
forms part of this Report.
22. Acknowledgements
The Board of Directors of the Company extends their sincere
appreciation to the Government, Bankers, Financial Institutions and
others for their kind support. on behalf of the Company the Board of
Directors thank the employees for their valuable efforts and the
shareholders for their undaunted faith in the Company.
By ORDER OF THE BOARD
Y. KAMESH
MANAGING DIRECTOR
Place : Hyderabad
Date : 25.05.2011
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