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Tulip Telecom Directors Report, Tulip Telecom Reports by Directors
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Tulip Telecom
BSE: 532691|NSE: TULIP|ISIN: INE122H01027|SECTOR: Telecommunications - Service
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« Mar 10
Directors Report Year End : Mar '11
Dear Shareholders,
 
 The Directors are delighted to present the 19th Annual Report on the
 business & operations of the Company together with the Audited
 Financial Statements & Accounts for the year that ended March 31, 2011.
 
 Financiai Highlights
 
 In the financial year 2010-11, your Company recorded a steady and
 consistent performance in operations culminating into a robust
 financial performance. Your Company has recorded an overall revenue of
 Rs. 2350.76 Crores which represents a
 
 growth of 19.4% over the corresponding period or the previous year.
 Profit after tax is Rs. 309.53 Crores . Brief Financial Highlights
 showing comparison with the previous year are as follows:
 
                                                         (Rs. in Crores)
 
 Particulars                               2010-11             2009-10
 
 Total Revenue                             2350.76             1968.09
 
 Total Operating Expenditure               1685.32             1439.57
 
 Profit Before Tax                          409.60              321.63
 
 ProfitZ(Loss) after Tax                    309.53              231.60
 
 Distributable Profits                      308.45              230.50
 
 Cumulative Retained Profits                897.19              622.58
 
 Dividend
 
 In view of your Company''s outstanding performance, for Financial Year -
 2010-11 the Directors are pleased to recommend for approval of the
 Members, a Dividend of Rs. 1.60 per equity share of Rs. 21-
 representing 80% of the face value on 14, 50,00,000 equity shares of
 your Company..  The final dividend, if declared, and approved by you,
 would
 
 Transfer to Reserves
 
 General Reserve
 
 Your Company proposes to transfer Rs. 30.95 Crores (Previous year Rs.
 27.55 Crores) out of the total amount available for appropriations to
 the General Reserve and an amount of Rs. 274.62 Crores (Previous year
 Rs. 112.47 Crores) is proposed to be retained in the Profit & Loss
 Account.
 
 involve an outflow of Rs. 23.20 Crores towards Dividend and Rs. 3.85
 Crores towards Dividend Distribution Tax resulting in a total outflow
 of Rs. 27.05 Crores.
 
 The Register of Members and Share Transfer books for the purpose of
 dividend will remain closed from August 25, 2011 to August 30, 2011,
 both days inclusive.
 
 Debenture Redemption Reserve (DRR) The Company has redeemed Non
 Convertiable Debentures (NCDs) amounting to Rs. 175 crores during the
 Financial Yeai 2010-11. Consequently, net amount of Rs. 24.17 crores
 has been added back after adjusting DRR for the outstanding NCDs at the
 end of the year.
 
 
 Acquisitions
 
 During the financial year under review, your Company acquired a Data
 Center Facility in Bangaluru by acquiring 100% shares of M/s. SADA IT
 Parks Pvt. Ltd. through its wholly owned subsidiary M/s. Tulip Data
 Centre Services Pvt. Ltd. The Bangaluru Data Center will serve the
 hosting, co-location, storage and connectivity needs of small, medium
 and large enterprises businesses in the region, while also providing as
 a disaster recover facility for enterprises that are present in other
 key business centers across India and nearby Countries.
 
 As on March 31, 2011, the outstanding unsecured Commercial Papers
 amounted to Rs. 65 crores issued to NABARD.
 
 Foreign Currency Convertible Bonds (FCCBS)
 
 As on the date of this report, the FCCBs worth US$ 97.00 million are
 still outstanding and are forming part of the unsecured loans.
 
 Subsidiary Companies
 
 On November 20, 2011, your Company has incorporated a Wholly Owned
 Subsidiary namely Tulip Data Centre Services Private Limited. The
 principal business of Tulip Data Centre Services Private Limited is to
 establish and maintain the data centre business.
 
 Further as on January 17, 2011, your Company has also acquired SADA IT
 Parks Private Limited through its wholly owned subsidiary Tulip Data
 Centre Services Private Limited. Consequent to the aforesaid
 acquisition, SADA IT Parks Private Limited has also became a fellow
 subsidiary of your Company pursuant to the provisions of section 4(1
 )(c) of the Companies Act, 1956.
 
 Therefore as on 31st March, 2011, your Company has four Wholly Owned
 Subsidiary and a fellow Subsidiary, namely:
 
 1.  Tulip IT Services Singapore Pte. Ltd.
 
 2.  Tulip Swan IT Services Ltd.
 
 3.  Tulip Telecom Inc.
 
 4.  Tulip Data Centre Services Pvt. Ltd.
 
 5.  SADA IT Parks Pvt. Ltd. (Fellow Subsidiary)
 
 In terms of General Circular No: 2 /2011 dated February 08, 2011 issued
 by Ministry of Corporate Affairs, an automatic approval has been
 granted by the Central Government under Section 212 (8) of the
 Companies Act, 1956 from exempting the Company from attaching the copy
 of Balance Sheet, Profit & Loss Account, Report of the Board of
 Directors and Auditors of the Subsidiary Companies to the Balance Sheet
 of the Company subject to fulfillment of certain conditions.
 
 The Annual Accounts of the Subsidiary Companies are open for inspection
 by any member and the Company will make available these
 documents/details upon request by any Member of the Company or its
 subsidiaries interested in obtaining the same.
 
 Directors
 
 In accordance with the provisions of Section - 255 & 256 of the
 Companies Act 1956, & the Articles of Association of Company, Mr.
 Chandrahas Kutty and Mr. Rajesh Gulshan, Directors of the Company will
 retire by rotation at the ensuing Annual General Meeting and being
 eligible, offers themselves for re-appointment.
 
 Your Directors recommend their re-appointment.
 
 A brief resume, nature of expertise, details of Directorships
 
 Auditors
 
 M/s R. Chadha & Associates, Chartered Accountants, Statutory Auditors
 of the Company retire at the conclusion of the ensuing Annual General
 Meeting and being eligible, offer themselves for re-appointment. They
 have furnished a Certificate to the
 
 Lost Auditors
 
 Pursuant to the notification issued by the Ministry of Corporate
 Affairs (MCA) Government of India and based on the recommendation of
 the Audit Committee, your Board has, subject to the approval of the
 Central Government, approved the appointment of M/s H. Tara & Co., Cost
 Accountants, as held in other companies and Shareholding in the Company 
 as stipulated under Clause 49 of the Listing Agreement with the Stock 
 Exchange(s) is annexed to the notice convening the Annual General Meeting.
 
 Col. Jasbinder S. Rai has resigned from the Directorship of the Company
 w.e.f. July 28, 2011. Your Board has accepted the resignation and
 placed on record their appreciation for the contribution during his
 tenure as a Director of the Company. effect that their re-appointment, 
 if made, will be within the limits specified under section 224(1 B) of 
 the Companies Act, 1956.
 
 Your Directors recommend their re-appointment.
 
 The Cost Auditor of the Company for the Financial Year 2011 - 12. Your
 Company is in the process of obtaining necessary approvals from the
 concerned authorities pursuant to the said notification.
 
 
 Employee Stock Option Scheme
 
 During the year under review, the Compensation Committee of the Board
 has granted 27,00,000 stock options under Employee Stock Option Scheme
 (ESOS-2011) to the eligible employees. Upon exerciseing the option, the
 stock options shall be converted in to equal number of Equity Shares of
 Rs.- 21- each.
 
 A Certificate from M/s. R. Chadha & Associates, Chartered Accountants,
 Statutory Auditors, with respect to the implementation of the Company''s
 ESOS Scheme, would be placed before the Shareholders at the ensuing
 Annual General meeting and a copy of the same shall be available for
 inspection at the registered office of the Company.
 
 Corporate Social Responsibility
 
 Apart from being a leader in the data services space, your Company is
 determined to make a substantial impact in the community. Your
 Company''s corporate responsibility covers education, sports,
 empowerment of women and providing healthcare for the underprivileged.
 
 Your Company is associated with Navjyoti India Foundation as a partner
 in the Urban Development Project in the field of education for children
 bringing an impact on the lives of more than 600 beneficiaries. Tulip
 also plays an active role in the educational programs of its
 neighborhood school -Creativity School (Run by Creative Thinkers Forum)
 actively sponsoring all major events and supporting the school with
 their IT needs.
 
 In the field of providing healthcare to those who need it the most and
 are unable to meet the high costs, Tulip along with ILBS reaches out to
 provide medicines, kidney transplants etc.
 
 Ms. Anisa Sayyed, the double gold medalist in the shooting category at
 the Commonwealth Games 2010, Delhi, has been associated with your
 Company as the Sports Person since July 2010 and as a token of
 appreciation the Company hosted a Public reception for her in
 Faridabad, Haryana. Your Company rewarded her with an honorary amount
 of Rs. 5,00,000 for her exemplary achievement.
 
 Ms. Anisa Sayyed ''Makes it Possible'' for us and your Company will
 continue to support Ms. Anisa Sayyed in her future endeavor.
 
 Human Resources Management 
 
 Your Board believes that employees are vital to the Company.  
 
 Your Company has created a favourable work environment which encourages 
 innovation and meritocracy. Your Company has also setup scalable 
 recruitment and human resource management process which would enable 
 us to attract and retain high caliber Employees.
 
 Directors Responsibility Statement
 
 In terms of and pursuant to Section 217 (2AA) of the Companies Act,
 1956, your Directors, in relation to the Annual Statement of Accounts
 for the Financial Year 2010-2011, state and confirm that:
 
 (i) The Accounts have been prepared on a '' going concern'' basis and in
 such preparation, the applicable accounting standards have been
 followed along with proper explanation relating to material departures;
 
 (ii) The Accounting Policies that have been selected and applied and
 judgments and estimates made 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 period and of the Profit of the Company for that 
 period ;
 
 (iii) Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 as amended, for safeguarding the assets of the
 Company and for preventing and detecting fraud and other irregularities
 
 Listing with Stock Exchange
 
 The Equity Shares of the Company are listed with Bombay Stock Exchange
 Ltd. (BSE) & National Stock Exchange of India Limited (NSE).
 
 Zero Coupon Foriegn Currency Convertible Bonds (FCCBs) are listed on
 Singapore Stock Exchange (SGX - ST).
 
 Secured Redeemable Non Convertible Debentures (NCDs) are listed on WDM
 segment of Bombay Stock Exchange Ltd (BSE).
 
 The annual listing fees for the year 2011-2012 have been paid within
 the scheduled time to BSE, NSE & SGX - ST respectively.
 
 Compliance-Clause 5A of Listing Agreement
 
 
 As per Clause 5A of the Listing Agreement inserted as per SEBI
 notification no. CIR/CSD/DIL/10/2010 dated December 16, 2010, the
 details in respect of the shares, which were issued at the time of
 Initial Public Offer (IPO) and lying in the suspense account, is as
 under:
 
 Description                            Number of          Number of
                                       Shareholders      Equity Shares
 
 Aggregate number of shareholders 
 and the outstanding                         3               750
 
 shares in the suspense account as 
 at April 1, 2010
 
 No. of shareholders who approached 
 the Company for transfer of shares          -                 -
 from suspense account till March 31, 
 2011
 
 No. of shareholders to whom shares 
 were transferred from suspense              -                 -
 account till March 31,2011
 
 Aggregate number of shareholders and 
 the outstanding                             3               750
 shares in the suspense account as at  
 March 31, 2011
 
 The voting rights on the shares outstanding in the suspense account as
 on March 31, 2011 shall remain frozen till the rightful owner of such
 shares claim the shares. In compliance with the said requirements,
 these shares will be transferred into a single folio in the name of
 ''Unclaimed Suspense Account'' in due course.
 
 Internal Audit
 
 
 M/s S.S Kothari Mehta & Co, and M/s JRA & Associates, Chartered
 Accountants have been re-appointed as the Internal cum Management
 Auditors of the Company for the financial year 2011-12.  In addition
 your Company also has a separate and dedicated Internal Audit
 Department in order to hedge the exposure towards the fraud,
 malfunctions and deceptive activities at various levels and
 departments. The Internal Audit Department also provide their support
 to and co-operate with the Internal Auditor(s) during the course of the
 Internal Audits.
 
 Coronet Governance Report,
 
 Management Discussion & Analysis
 
 Statement
 
 
 As per Clause 49 of the Listing Agreement, the report on Corporate
 Governance together with Management Discussions and Analysis report and
 Certificate from Company''s Statutory Auditor are annexed elsewhere in
 this report.
 
 Public Deposits
 
 
 During the year under review, your Company has not accepted any
 deposits under the provisions of Section 58A of the Companies Act, 1956
 and Rules made thereunder.
 
 Audit Committee Recommendation
 
 During the year, there was no recommendation of the Audit Committee
 which was not accepted by the Board. Hence there is no need for the
 disclosure of the same in this Report.
 
 
 Particular on Conservation of Energy and Technology Absorption 
 
 Since your Company, is a service provider organization, most of the
 information as 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, as amended from time to time
 are not applicable. However, the information as required has been
 provided in Annexure B to this report.
 
 Quality initiatives
 
 Reinforcing its commitment to high standards of quality, your Company
 was successfully assessed for its ISO certificates Intertek Systems
 Certification for the following :
 
 - QMS (Quality Mangament System) as per ISO 9001: 2005 for providing
 system Integration , Network Integration, VPN Services and Managed
 Services
 
 - ISMS (Information Security Management System) as per
 
 ISO 27001: 2005 covering all information assets owned or managed by
 your Company related to providing Data Centre Services & Network
 Operation Centre from Delhi & Mumbai Premises for delivering of Managed
 Services as per SOA version 1.0
 
 - ITSM (Information Technology Service Management System) as per ISO
 20000-1: 2005 covering the delivery of managedservices to its customers
 for Network Operation Centre at Mumbai premises & Data Centre & Network
 Operations Centre at New Delhi premises within the technical &
 organizational boundaries of your Company
 
 - The Bangalore Data Centre of your Company was certified for ISO
 27001:2005 by BM Trade Certification Ltd. for providing Data Centre
 Services to its clients in Bangalore
 
 Particulars of Employees
 
 Information required to be furnished in terms of Section 217 (2A) of
 the Companies Act, 1956 read with Companies (Particulars of Employees)
 Rules, 1975 is required to be set out in the Annexure to this Report.
 However, in terms of section 219(1)(b)(iv) of the Companies Act, 1956,
 the Report and Accounts are being sent to members excluding the
 aforesaid
 
 Annexure. Any member interested in obtaining a copy of the same may
 write to the Company Secretary at the Registered Office of the Company.
 None of the employees except for Lt. Col. H.S. Bedi,VSM, Chairman and
 Managing Director and Mr. Deepinder Singh Bedi, Executive Director,
 listed in the said Annexure are related to any Director of your
 Company.
 
 Acknowledgements
 
 Your Directors would like to express their gratitude to Customers,
 Members, Bankers, Department of Telecommunications (DOT), Telecom
 Regulatory Authority of India (TRAI), Wireless Planning Commission
 (WPC), Government of India, other Regulatory Bodies, and other business
 constituents for the co-operation and support received during the
 period under review.
 
 Your Directors place on record their deep appreciation for the
 exemplary contribution of employees at all levels. Their dedicated
 efforts and enthusiasm has been integral to your Company''s impressive
 growth.
 
                             For & on behalf of the Board of Directors
 
                                                                  Sd/- 
 
 New Delhi                                     Lt. Col. H.S. Bedi, VSM
 
 July 28, 2011                          Chairman and Managing Director
 
Source : Dion Global Solutions Limited
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