To the Members,
The Directors have great pleasure in presenting the 15th Annual Report
of business and operation together with Audited Financial Statement of
Accounts for the financial year April 01 2010 to March 31 2011.
RESULTS OF OPERATIONS
In Rs.
Financial performance of the Company (Standalone):
Results Results
Particulars March 31, 2011 March 31, 2010
Income from operations 28 70 50 801 51 05 54 953
Operating Profit (EBIDTA) 5 45 47 723 10 93 26 111
Less: Depreciation & amortisation 31 21 72 843 18 14 96 395
Operating Profit before Tax (25 76 25 120) (7 21 70 283)
Add: Other Income 53 40 458 6 68 36 431
Profit Before Tax (25 22 84 661) (53 33 852)
Less: Provision for Tax (7 37 93 030) (3 79 83 035)
Profit after Tax (17 84 91 631) 3 26 49 183
Dividend (incl. dividend tax) 1 18 33 408 1 18 72 605
Transfer to General Reserve 8 16 230
Net Profit Transferred to Reserves (19 03 25 039) 1 99 60 349
Earnings per share: Basic / Diluted
(Rs.1 each) (1.76) 0.33
Dividend Rate 10% 10%
Share Capital 10 14 79 593 10 00 28 376
Reserves & Surplus 627 00 98 828 646 04 23 867
Total shareholders funds 637 15 78 421 656 04 52 243
Book value per share (Rs.1 each) 62.79 65.59
SUBSIDIARIES
The subsidiaries of Tanla Solutions Limited are (i) Mufi Thumb
Entertainment Pvt Ltd, India (ii) Tanla Mobile Asia Pacific Pte Ltd,
Singapore (iii) Tanla Solutions (UK) Ltd., UK and (iv) Tanla Mobile
Private Limited, India
Tanla Mobile Ltd ,UK is a subsidiary of Tanla Solutions (UK) Ltd. UK.
Tanla Mobile Spain SL, Spain, is a subsidiary of Tanla Mobile Ltd, UK
(i)Tanla Mobile Middle East FZ LLC, Dubai,
(ii)Tanla Mobile Inc, USA,
(iii)Tanla Mobile South Africa Proprietary Ltd, South Africa
(iv)Tanla Mobile South Asia Pvt Ltd, Srilanka and
(v) Tanla Mobile Ireland Pvt Ltd, Ireland are subsidiaries of Tanla
Mobile Asia Pacific Pte Ltd, Singapore.
Tanla Oy, Finland is a subsidiary of Tanla Mobile Finland Oy which is a
subsidiary of Tanla Mobile Middle East FZ LLC, Dubai.
TZ Mobile Private Limited, incorporated in July 2009 is a Joint Venture
Company between Tanla Mobile Private Limited and Zed Worldwide Holdings
SL, Spain each holding 50% of shareholding.
DIVIDEND
The Board recommends a Dividend of 10 % (Re.0.10 per equity share of
Rs. 1/- each), as per Companies (Declaration of Dividend out of
Reserves) Rules, 1975, subject to the approval of the shareholders at
the ensuing Annual General Meeting. The Dividend will be paid in
compliance with applicable regulations. The dividend if declared as
above, would involve an outflow of Rs.10, 147, 959 towards dividend and
Rs.1,685,449 towards dividend tax.
The registers of members and share transfer books shall remain closed
from September 28th, 2011 to September 30th, 2011 (both days
inclusive).
ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS
The company has not issued Equity Shares on Preferential basis during
the financial year ended 31st March, 2011.
FIXED DEPOSITS
During the financial year 2010-11, the Company has not accepted any
deposit under Sections 58A and 58AA of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed section on ''Management Discussion and Analysis'' (MDA),
pursuant to Clause 49 of the Listing Agreement forms an integral part
of this Annual Report.
PARTICULARS PURSUANT TO EXEMPTION UNDER SEC 212 OF THE COMPANIES ACT,
1956
Pursuant to the provisions of Section 212 of the Companies Act, 1956,
documents in respect of the various subsidiaries viz., Directors''
Report, Auditors'' Report, Balance Sheet and Profit and Loss Account,
are required to be attached to the Balance Sheet of the holding
company. However, the Government of India, Ministry of Corporate Aff
airs, has vide letter No.47/15/2011-CL-III dated 27 January 2011,
granted a general exemption to applicability of the provisions of
Section 212(1) of the Companies Act, 1956. As required under the
circular the Company shall make available the audited annual accounts
of the subsidiary companies and related detailed information to the
shareholders upon request in accordance with the applicable law. These
documents are also available for inspection at the Registered Offi ce
of the Company during business hours.
Information pertaining to the subsidiary companies to be declared as a
part of the consolidated financial statements is in page no. 54.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Shrikanth Madan Chitnis,
Mr. Surjeet Kumar Palhan, Mr.Satish Kathirisetti and Mr. Anoop Roy
Kundal, retire by rotation at the forthcoming Annual General Meeting
and being eligible, off er themselves for re-appointment.
A Brief resume of each of the Directors proposed to be
appointed/re-appointed, their expertise in specific functional areas
and names of the Companies in which they hold
Directorship/membership/chairmanship of the Board Committees, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges has been provided elsewhere in this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors in terms of Section 217 (2AA) states that:
a) in the preparation of the annual accounts the applicable accounting
standards have been followed along with proper explanation relating to
material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent, so as to give true and fair view of the state of aff airs
of the Company as at March 31st 2011 and of the Loss of the Company for
the year ended on that date;
c) the Directors have 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) the Directors have prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
Our Directors reaffi rm their continued commitment to good corporate
governance practices and Our Company adheres to all major stipulations
in this regard as provided in Clause 49 of the Listing Agreement which
relate to Corporate Governance. A detailed report on the Corporate
Governance, together with, a certificate from Ms Chada Srivani,
Practicing Company Secretary, BS & Co., Company Secretaries forms part
of this report.
INTERNAL CONTROL SYSTEM
The Company has proper and adequate systems of internal control system
commensurate with the size and nature of its business to ensure
protection of assets, proper financial & operating functions and
compliance with the policies, procedures, applicable Acts and Rules.
The company''s internal controls are supplemented by sound internal
audit practices. The Audit Committee at their meetings regularly
reviews the financial, operating, internal audit & compliance reports
to improve performance. Further, the company has an independent
internal audit system. The process of internal audit involves,
reviewing of existing controls and systems. Internal Audit also
recommends actions for strengthening of the business processes. The
internal audit ensures adherence to operating guidelines, regulatory
and legal requirements.
RISK MANAGEMENT SYSTEM
Risk is an integral part of the business process. To enhance the risk
management process, the company has mapped the risks. A system has been
formulated based on Balanced Score Card with various appropriate
measures and accountabilities to identify, assess, prioritise and
mitigate the risks. Reports generated from the system are monitored
regularly to ensure that appropriate corrective actions are taken.
The company manages business risks through strict compliance and
internal checks. It will not be out of context to state that the system
has worked very effectively during the year under review.
STATEMENT PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956
In terms of the amended Companies (Particulars of Employees) Rules,
1975 read with Section 217(2A) of the Companies Act, 1956, no
employee/Whole time Director has been paid a remuneration equal to or
exceeding the remuneration prescribed under the above amended rules.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
Conservation of energy
Our operations are not energy intensive; however significant measures
are taken to reduce energy consumption by using energy efficient
computers and purchasing energy efficient equipment. We constantly
evaluate new technologies and invest to make our infrastructure more
energy efficient.
Technology Absorption
Research and development of new products, processes and methodologies
continue to be of importance to us. This allows us to enhance quality,
productivity and customer satisfaction through continuous innovation.
Our Company continues to invest in rapidly changing technologies and
use them to improve the quality of the products, service offerings,
this has resulted in overall reduction in defect rates and a higher
level of customer satisfaction.
Foreign Exchange earnings & outgo:
The particulars regarding foreign exchange earnings and expenditure are
annexed hereto and forms part of this report.
TRANSFER OF UNCLAIMED SHARES TO SUSPENSE ACCOUNT
As on 31st March, 2011, 870 Unclaimed Equity Shares held by 15
Shareholders , were held in the Tanla Solutions Limited - Demat
Suspense Account in Axis Bank, Jubilee Hills, Hyderabad in compliance
with the provisions of Clause 5A of the Listing Agreement. The voting
rights on these shares shall remain frozen till the rightful owner of
such shares claims the shares.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND
According to Section 205A(5) of the Companies Act, 1956, unpaid and
unclaimed dividend in the dividend account of the Company has to be
transferred to Investor Education and Protection Fund after seven years
of declaration. Hence pursuant to Sec 205 (A) of the Companies
Act,1956 and other applicable guidelines, Rs. 41,000 representing the
unpaid and unclaimed dividend for the year 2003-04 has been transferred
to Investor Education and Protection Fund.
HUMAN RESOURCES
Our Company believes that the quality of employees is the key to its
success in the long run and is committed to provide necessary human
resource development and training opportunities to equip them with
required skills. Our Company constantly strives to provide the
employees with the required training to hone their skills.
AUDITORS AND AUDITORS'' REPORT
M/s.Ramasamy Koteswara Rao, Chartered Accountants, Hyderabad, Statutory
Auditors of the Company, shall hold offi ce until the conclusion of the
ensuing Annual General Meeting and are recommended for re-appointment.
certificate from the Auditors has been obtained to the effect that
their re-appointment, if made, would be within the limits specified
under Section 224 (IB) of the Companies Act, 1956.
The Auditors Report to the shareholders for the year ended March 31,
2011 does not contain any qualifi cation and therefore does not call
for any explanation/comments.
GROUP
List of Promoters including the Promoter Group of the Company
comprising Group as defined under the Monopolies and Restrictive
Trade Practices Act, 1969 (54 of 1969) pursuant to Regulation
3(1)(e)(i) of SEBI (Substantial Acquisition of Shares & Takeovers)
Regulations, 1997 are:
1. Mr. D.Uday Kumar Reddy
2. Mrs.D.Tanuja Reddy
3. Mr.Satish Kathirisetti
4. Mr.Anoop Roy Kundal
5. Mr.Navnit Chachan
6. Mr.Amit Gupta
7. Mr.Gautam Sabarwal
ACKNOWLEDGEMENT
Our Directors wish to place on record their appreciation for the
support extended by government authorities, bankers, customers and
shareholders of the Company.
Our Directors also wish to place on record their appreciation for the
sincere services rendered by the employees of our Company during the
year. Their dedication, teamwork and efficiency are commendable.
Sd/-
Date: September 05, 2011 D. Uday Kumar Reddy
Place:Hyderabad Chairman & Managing Director
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