Mar 31, 2026
Your Directors have pleasure in presenting 34th Annual Report of GROARC INDUSTRIES
INDIA LIMITED (âThe Companyâ), together with the Audited Financial Statements (standalone)
for the Financial Year ended March 31, 2026.
1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:
The Standalone financial Statements highlights of the Companyâs Operation are Summarized below:
(Rs. In Lakhs)
|
Particulars |
2025-26 |
2024-25 |
|
Revenue from Operations |
2,568.81 |
3,478.59 |
|
Other Income |
115.91 |
61.37 |
|
Total Income Revenue |
2,684.72 |
3,539.95 |
|
Profit before Tax |
46.21 |
116.45 |
|
Total Tax Expenses |
11.75 |
29.41 |
|
Net Profit |
34.47 |
87.05 |
|
Earnings Per Equity Share (in Rs.) |
||
|
Basic |
0.17 |
0.43 |
|
Diluted |
0.17 |
0.43 |
During the year under review, the Revenue from operations of the Company for FY 2025-26 was Rs.
2,568.81 Lakhs as compared to Rs. 3,478.59 Lakhs for FY 2024-25 has been decreased by 26.15%. The
Profit before tax for FY 2025-26 was Rs. 46.21 Lakhs as compared to previous year Rs. 116.45 lakhs
for FY 2024-25.
Earnings per share was Rs. 0.17 (Basic) and (Diluted) stood at in FY 2025-26 as compared to Rs. 0.43
(Basic) and (Diluted) in FY 2024-25.
The companyâs Financial Statements have been prepared in compliance with the Indian Accounting
Standards (Ind-AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015, in
accordance with Section 133 of the Companies Act, 2013, and other applicable provisions of the Act.
The annual accounts have been prepared without any significant deviations from the prescribed
accounting norms.
The company ensures timely adoption of new or amended Ind-AS as applicable, and any material
impact arising from such changes is appropriately disclosed in the financial statements. The financial
reporting process involves a thorough review by the finance team and consultation with external
auditors to ensure adherence to statutory requirements.
2. TRANSFER TO RESERVES :-
During the year under review, no amount has been transferred to the general reserve of the Company.
3. DIVIDEND:-
Your Directors did not recommend any dividend for the year.
4. INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL:
There has been no increase/decrease in the Authorized Share Capital of your Company during the year
under review.
The Companyâs equity shares are listed on the following Stock Exchange:
(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra,
India;
6. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:-
The Company does not have any Subsidiary, Associates and Joint Venture companies. Hence, Clause is
not applicable.
During the Financial Year under review, there were no changes in nature of business of the company.
8. CHANGE IN NAME OF THE COMPANY:
During the Financial Year under review, the Company has not changed its name.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Composition:
The Company recognizes that a diverse and well-balanced Board is fundamental to its sustained success
and effective governance. In alignment with the provisions of Section 149 of the Companies Act, 2013
and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the
composition of the Board reflects an optimal mix of Executive and Non-Executive Directors.
The Board comprises individuals with a wide spectrum of expertise, including industry knowledge,
financial acumen, legal insight, and operational experience. The Directors also bring in diverse regional,
cultural, and geographical perspectives, which contribute meaningfully to informed decision-making
and help maintain the Companyâs strategic edge in a competitive environment.
As of March 31, 2026, the Board consisted of six (6) Directors, including:
⢠Two Executive Directors and
⢠One Non-Executive Directors, Three Independent Director including one Independent Woman
Director.
During the Financial Year 2025-26, there was re-appointment of Mr. Chandran Ganesan, Whole
Time Director for term of three financial years and Mr. Tirukkurungudi Seshadri Srinivasan,
Independent Director for second term of five financial years.
Directors Retiring by Rotation:
Pursuant to the provisions of Section 152 of the Act read with the relevant rules made thereunder, one-
third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for re¬
appointment at the AGM.
Mr. Heerachand Jain (DIN: 01319086), who retires by rotation as a director being longest in the office
has been liable to retire by rotation at the ensuing Annual General Meeting (âAGMâ) and being eligible,
has sought re-appointment. Based on recommendation of the Nomination and Remuneration
Committee, the Board of Directors has recommended their reappoint and the matter is being placed for
seeking approval of members at the ensuing Annual General Meeting of the Company.
Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard-2 on General
Meetings, necessary details of Mr. Heerachand Jain (DIN: 01319086), are provided as an Annexure to
the Notice of the Annual General Meeting.
None of the Directors of the Company are disqualified for being appointed as Directors as specified in
Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
Key Managerial Personnel :
There was no change in the Key Managerial Personnel of the Company during the year under review.
10. INDEPENDENT DIRECTORS:
The Company has three Independent Directors, namely Mr. Tirukkurungudi Seshadri Srinivasan, Mr.
Murali Chengalvarayan, Mrs. Rainy Ramesh Singhi. All the Independent Directors has submitted the
requisite declarations under Section 149(7) of the Act, affirming that they meet the criteria of
independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations.
In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have
further confirmed that they are not aware of any circumstances or situations that could impair their
independence or affect their ability to exercise objective judgment free from external influence.
The Board of Directors has reviewed and noted these declarations and confirmations after conducting a
thorough assessment of their accuracy. The Independent Directors have also affirmed compliance with
the provisions of Schedule IV of the Act (Code for Independent Directors) and the Companyâs Code of
Conduct. There has been no change in the status or circumstances that would affect their designation as
Independent Directors during the reporting period.
Additionally, the Company has received confirmation from all Independent Directors regarding their
registration in the Independent Directorsâ databank, maintained by the Indian Institute of Corporate
Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014.
The terms and conditions of appointment of the Independent Directors are placed on the website of the
Company atwww.telesys.in
Familiarization Programme for Independent Directors:
Your Company has adopted a formal Familiarisation Programme for Independent Directors to support
their effective participation on the Board. As part of the familiarisation process, the Company provides
detailed insights into its business operations, industry dynamics, organizational structure, and group-
level businesses. Independent Directors are also informed about the regulatory and compliance
obligations under the Companies Act, 2013 and the SEBI Listing Regulations.
The details of Familiarization Programmes are placed on the website of the company and the website of
the companywww.telesys.in
11. DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, in relation to the audited financial statements of the Company for
the year ended 31st March 2026; the Board of Directors hereby confirms that:
1. In the preparation of the annual accounts, the applicable accounting standard had been
followed along with proper explanation relating to material departures
2. 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 or Loss of the Company for that period.
3. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provision of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
4. The Directors have prepared the Annual accounts on a going concern basis.
5. The directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.
6. The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating.
12. NUMBER OF MEETINGS OF THE BOARD:
During the financial year under review, the board has meet Five (5) times in financial year, the details
of which are given in the Corporate Governance Report of the Company, which forms a part of the
Annual Report and is annexed as Annexure-I. The intervening gap between the meetings was within
the prescribed period under the Act and the SEBI Listing Regulations.
During the year under review, the Independent Directors of the Company met 1 (one) time on 05 th
February, 2026.
The Company has established a comprehensive framework for evaluating the performance of the Board
of Directors, its Committees, and individual Directors, in line with the requirements of Sections 134 and
178 of the Companies Act 2013 and the Regulation 17(10) of the SEBI Listing Regulations, and the
Companyâs Nomination and Remuneration Policy.
As part of this evaluation process, structured and confidential questionnaires were circulated to all
Directors to obtain feedback on various aspects of the Boardâs functioning, the effectiveness of its
Committees, and the performance of each Director. The observations and responses received were
compiled, analysed, and subsequently presented to the Chairman of the Board for review and
discussion.
The evaluation of Directors covered several aspects, including their attendance and participation in
meetings, understanding of the Companyâs operations and business environment, application of
knowledge and expertise, quality of contributions to discussions, maintenance of confidentiality,
integrity, and independent judgment. Directors were also evaluated on their alignment with the
Companyâs core values, commitment to iduciary responsibilities, and adherence to the Code of
Conduct.
The Boardâs performance was assessed based on criteria such as the effectiveness of its oversight on
compliance and governance matters, clarity in the roles of the Chairman and Executive/Non Executive
Directors, the diversity and mix of skills and expertise, strategic involvement, and overall guidance in
areas such as risk management, financial reporting, ethics, and succession planning. Particular emphasis
was placed on the Boardâs ability to provide strategic foresight and review the implementation of key
initiatives and policies.
The evaluation of Committees considered their structure, independence, frequency of meetings,
adherence to defined procedures, effectiveness in fulfilling their responsibilities, and the extent of their
contribution to Board decisions. The Committees were also assessed on their ability to engage
meaningfully with internal and external auditors, and their role in supporting oversight functions.
Based on the outcome, the Board concluded that the overall performance of the Board, its Committees,
and individual Directors, including Independent Directors, was found to be satisfactory.
As on March 31, 2026, the Board has constituted the following committees:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholderâs Relationship Committee
During the year, all recommendations made by the committees were approved by the Board.
Details of all the Committees such as terms of reference, composition and meetings held during the year
under review are disclosed in the Corporate Governance Report, which forms part of this Annual
Report.
15. CORPORATE SOCIAL RESPONSIBILITY:
During the year under review, the Company does not falls under the limit of Section 135 of the
Companies Act 2013 and rules made thereunder. Hence, Clause is not applicable.
16. PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review, the performance of the Board & Committees and Individual Director(s)
based on the parameters below was satisfactory:
(i) All Directors had attended the Board meetings;
(ii) The remunerations paid to Executive Directors are strictly as per the Company and
industry policy.
(iii) The Independent Directors only received sitting fees.
(iv) The Independent Directors contributed significantly in the Board and committee
deliberation and business and operations of the Company and subsidiaries based on their
experience and knowledge and independent views.
(v) The compliances were reviewed periodically;
(vi) Risk Management Policy was implemented at all critical levels and monitored by the
Internal Audit team who placed report with the Board and Audit committee.
17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE
DATE OF THE REPORT :
There has been no material changes and commitment that can affect the financial position of the
Company occurred between the end of the Financial Year to which this financial statement relate and
the date of report.
18. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS
RELATIONSHIP COMMITTEE:
The Company has established a comprehensive Policy on Director Appointment and Remuneration,
which also encompasses Key Managerial Personnel and other employees. This policy serves as a
framework for the Nomination and Remuneration Committee to identify and recommend individuals
who possess the necessary qualifications, skills, and experience to serve as Directors. It also lays down
clear criteria for assessing the independence of Directors in accordance with regulatory requirements
and the Companyâs governance standards.
Furthermore, the policy ensures that the Companyâs remuneration strategy is aligned with its
overarching business objectives. Remuneration packages are designed to reward individual
contributions as well as overall organizational performance, while remaining competitive and in line
with industry benchmarks. This approach not only motivates Directors and employees to deliver
sustainable value but also supports the retention of high-caliber talent.
In addition to fixed and variable pay components, the policy emphasizes transparency, fairness, and
alignment with shareholder interests. The Committee regularly reviews the policy to adapt to changing
regulatory landscapes and evolving best practices in corporate governance. This enables the Company
to maintain a balanced and performance-driven reward system that fosters long term growth and
accountability.
The Company has the following policies which are applicable as per the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015 which are placed on the website of the Companywww.telesys.in
a) Risk Management Policy
b) Code of Conduct for Directors and Senior Management Personeel
c) Nomination and Remuneration Policy
d) Familarization Programme for Independent Directors
e) Terms and Conditions for Appointment of Independent Director
f) Code of Conduct for Non Executive Director
g) Policy on Disclosure of Material Events
h) Policy for determining Material Subsidiaries
i) CSR Policy
j) Policy on preservation of Documents
k) Policy on archival of data
l) Whistle Blower Policy and Vigil Mechanism
m) Policy on Related Party Transactions
n) Dividend Distribution Policy
o) Human Rights Policy
20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The establishment of an effective corporate governance and internal control system is essential for
sustainable growth and long-term improvements in corporate value, and accordingly Groarc Industries
India Limited works to strengthen such structures. We believe that a strong internal control framework
is an important pillar of Corporate Governance.
Your Company has put in place adequate internal financial controls commensurate with the size and
complexity of its operations. The internal controls ensure the reliability of data and financial
information to maintain accountability of assets.
The Company has an effective internal control and risk-mitigation system, which is constantly assessed
and strengthened with new/revised standard operating procedures. These controls ensure safeguarding
of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting
records and timely preparation of reliable financial information. Critical functions are rigorously
reviewed and the reports are shared with the Management for timely corrective actions, if any. Business
risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical
and high-risk areas.
The internal audit is entrusted to Mr. Umang R Shah (Membership No. 230172), Internal Auditor of the
Company.
The main focus of internal audit is to review business risks, test and review controls, assess business
processes besides benchmarking controls with best practices in the industry. Significant audit
observations and follow-up actions thereon are reported to the Audit Committee. For ensuring
independence of audits, internal auditors report directly to the Audit Committee. any. Business risks and
mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high-
risk areas.
M/s. Venkat & Rangaa, LLP, Chartered Accountants (FRN: 0004597S) were appointed as Statutory
Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM)
of the Members held on 29th September, 2022 for the term of 5 years upto financial year 2026-27.
The Auditors have not made any qualification to the financial statement. Their reports on relevant notes
on accounts are self-explanatory and do not call for any comments under section 134 of the companies
Act, 2013.
Mr. Ramesh Chandra Mishra (Membership No- 5477) of M/s Ramesh Chandra Mishra and Associates,
has been appointed to conduct the Secretarial audit of the Company for the term of five financial year
2025-26 to 2029-30, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.
The Secretarial Audit Report for F.Y. 2025-26 is Annexure-I to this Board''s Report.
22. RELATED PARTY TRANSACTIONS/CONTRACTS:
The Company has not entered with related party transactions under section 188 of the Companies Act
2013. Hence, Clause is not applicable.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has given any Loans, provided any Guarantees or security and made any Investments as
per section 186 of the Companies Act, 2013. Hence, Clause is not applicable.
During the financial year, The Company has not accepted any deposits within the meaning of Section
73 and 76 of the Companies Act, 2013 of the Act, read with the Rules made thereunder, and therefore,
no amount of principal or interest on deposit was outstanding as of the Balance Sheet date. The
Company does not have any deposits which are not in compliance with the requirements of Chapter V
of the Act.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company is committed to fostering a work environment that upholds the highest standards of
safety, ethics, and legal compliance across all levels of its operations. To this end, a structured Vigil
Mechanism and Whistle blower Policy have been implemented in line with the provisions of the
Companies Act, 2013 and the SEBI Listing Regulations.
These mechanisms are designed to enable employees and other stakeholders to confidentially report
concerns regarding actual or suspected misconduct, including unethical behaviour, violations of legal or
regulatory requirements, and breaches of the Companyâs Code of Conduct. The system ensures that
disclosures are handled in a fair, transparent, and secure manner, without fear of retaliation.
Comprehensive information on the Companyâs Vigil Mechanism and Whistle blower Policy is provided
in the Corporate Governance Report, which forms an integral part of this Integrated Annual Report. The
Policy is also available on the Companyâs official website atwww.telesys.in
During the year under review, the status of Complaints received for the financial year ended March 31,
2026 is as follow:
|
Sr. No. |
Particulars |
Number of |
|
1 |
Number of Complaints Received |
Nil |
|
2 |
Number of Complaints Auto Assigned to entity |
Nil |
|
3 |
Number of Complaints disposed |
Nil |
|
4 |
Number of Complaints remaining unresolved |
Nil |
26. HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their dedicated service and contribution
made towards the growth of the company. The relationship with the workers of the Company''s
manufacturing units and other staff has continued to be cordial. To ensure good human resources
management at the company, we focus on all aspects of the employee lifecycle. During their tenure at
the Company, employees are motivated through various skill-development, engagement and
volunteering programs.
In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing
remuneration in excess of limits set out in said rules forms part of the annual report.
Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being
sent to the members of the Company and others entitled thereto. The said information is available for
inspection at the registered office of the Company during business hours from 11 ;00 a.m. to 5 p.m. on
working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder
interested in obtaining a copy thereof, may write to the Company Secretary in this regard.
27. COST AUDIT & MAINTAINANCE OF COST RECORDS:
During the year under review, The Company does not fall under the provision of Section 148 and rules
made thereunder. Hence, Cost Audit and maintenance of cost records is not applicable to the Company''s
products/business of the Company for FY 2025-26.
28. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of Energy, Technology Absorption are not applicable in the case of the
company. However, the company took adequate steps to conserve the Energy and used the latest
technology.
29. FOREIGN EXCHANGE INFLOW/OUTFLOW:
During the year under review there was neither inflow nor outflow of foreign Exchange Earnings.
30. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to
the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its officers or employees, the details of which would need to be
mentioned in the Boardâs Report.
The Company has followed Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate
Affairs in the preparation of its financial statements.
In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has
been made available on the Companyâs official websitewww.telesys.in
The Company remains steadfast in its commitment to upholding the highest standards of Corporate
Governance, emphasizing transparency, accountability, and ethical business practices in all aspects of
its operations. In accordance with Regulation 34 read with Schedule V of the SEBI Listing Regulations,
a separate report on Corporate Governance has been included as part of this Integrated Annual Report
as Annexure-II.
Additionally, a certificate issued by Mr. Ramesh Chandra Mishra, Practicing Company Secretaries,
Secretarial Auditor of the Company, confirming compliance with the Corporate Governance
requirements as prescribed under the Listing Regulations is annexed as Annexure- I.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
The Management Discussion and Analysis Report for the year under review, as stipulated under the
Regulation 34 read with Schedule V of SEBI Listing Regulations, forms part of this Annual Report and
is annexed as Annexure-III.
The state of the affairs of the business along with the financial and operational developments have been
discussed in detail in the Management Discussion and Analysis Report.
35. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the
workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of
complaints of sexual harassment at workplace. The policy is uploaded and can be viewed on the
Companyâs websitewww.telesys.in.
The details of Number of complaints of Sexual Harassment received, Number of complaints disposed
off and Number of cases pending for more than ninety days in the Financial Year 2025-26 as stated
below:
|
SL No. |
Particulars |
Comments |
|
1 |
Number of complaints of sexual harassment received in the |
NIL |
|
2 |
Number of complaints disposed off during the year |
NIL |
|
3 |
Number of cases pending for more than ninety days |
NIL |
36. SECRETARIAL STANDARDS COMPLIANCES:
Your Company has complied with the Secretarial Standards issued by the Institute of Company
Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
37. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:
The Company has not made any one-time settlement for loans taken from the Banks or Financial
Institutions, and hence the details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loans from the Banks or Financial Institutions
along with the reasons thereof is not applicable.
38. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.
39. LISTING WITH STOCK EXCHANGES:
Shares of the Company are listed on BSE Limited, and the Company confirms that it has paid the
annual Listing Fees for the year 2025-26.
40. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members
and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading)
Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and
ensure compliance with the legal requirements of the Company.
The Code is aimed at preventing any wrongdoing and promoting ethical conduct at the Board and by
employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.
The Code lays down the standard of Conduct which is expected to be followed by the Directors and the
designated employees in their business dealings and in particular on matters relating to integrity in the
workplace, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management Personnel have confirmed Compliance with the
Code. Declaration of Code of Conduct is annexed as Annexure-VIII.
41. DISCLOSURE REQUIREMENTS:
The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that
such systems are adequate and operating effectively.
The Directors acknowledge and sincerely appreciate the dedication, perseverance, and hard work
demonstrated by all employees across the Company. They also extend their heartfelt thanks to the
shareholders, government bodies, regulatory authorities, banks, stock exchanges, depositories, auditors,
customers, vendors, business associates, suppliers, distributors, and the communities surrounding the
Companyâs operations. The Directors are grateful for their continued support, trust, and confidence in
the Companyâs Management.
For GROARC INDUSTRIES INDIA LIMITED
(Formerly knowns as Telesys Info- Infra (I) Limited)sd/- sd/-RAJENDHIRAN JAYARAM CHANDRAN GANESAN
Whole Time Director Whole Time Director
DIN: 01784664 DIN: 08166461
Date: 20th June 2026
Place: Chennai
Mar 31, 2024
Your Directors are pleased to present the 32nd Annual Report of the Company
together with the Audited Financial Statements for the year ended 31st March,
2024.
(Amount in Lakhs)
|
Particulars |
Year Ended |
Year Ended |
|
Revenue from Operations |
4067.12 |
6890.48 |
|
Other Income |
33.08 |
15.26 |
|
Total Income |
4100.19 |
6905.74 |
|
Total Expenditure |
4069.68 |
6876.67 |
|
Profit/(loss) before tax |
30.51 |
29.07 |
|
Current Tax |
4.08 |
7.97 |
|
Deferred Tax |
(0.19) |
(0.37) |
|
Net Profit/Loss |
26.62 |
21.48 |
|
Earnings Per Share ( in Rs) |
||
|
Basic |
0.13 |
0.10 |
|
Diluted |
0.13 |
0.10 |
Income of the company from operations is of Rs.4100.19, Profit before tax is Rs
30.51 as compared to Rs. 29.07 in previous year, Profit for this year is Rs.26.62
(Amount in Lakhs)
No amount has been proposed to be transferred to Reserves.
Your Directors did not recommend any dividend for the year.
The Company has not accepted/renewed any deposit within the meaning of Section
73 of the companies Act, 2013 and rules made there under from public or from the
shareholders during the period under review.
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company
is available on the website of the Company at www.telesys.in
Management''s Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015 with
Stock Exchange in India, is presented in a separate Annexure -I forming part
of the Annual Report.
There is no shifting of registered office during the financial year.
There was no change in the nature of business of the Company during the year.
CHANGE IN NAME OF THE COMPANY:
There was a Change in the Name of the Company from TELESYS INFO- INFRA (I)
LIMITED to GROARC INDUSTRIES INDIA LIMITED as approved by Shareholders in 31st
Annual General Meeting held on 30/09/2023.
During the year under review, there were no material changes and commitments
affecting the financial position of the Company.
There was one change in the composition of the board during the year.
As on the date of this Report, following are the Key Managerial Personnel of your
Company in accordance with the provisions of Section 2(51) read with Section 203 of
the Act.
|
SR. NO. |
NAME OF DIRECTOR |
CATEGORY |
DESIGNATION |
|
1 |
Mr. Rajendhiran |
Executive Director |
Whole-time Director |
|
2 |
Mr. Chandran Ganesan |
Executive Director |
Whole-time Director |
|
3 |
Mr. Vijayaraj Jain |
Non-executive Director |
Non-executive Non |
|
4 |
Mr. Tirukkurungudi |
Non-executive Director |
Non-executive |
|
5 |
Mrs. Jayanti Pradhan* |
Non-executive Director |
Non-executive |
|
6 |
Mrs. Rainy Ramesh |
Non-executive Director |
Non-executive |
|
7 |
Mr. Murali |
Non-executive Director |
Non-executive |
|
8 |
Ms. Thilagam |
Key Managerial |
Chief Financial |
|
9 |
Ms. Priyanka Kumawat |
Company Secretary |
Company Secretary |
* Mrs. Jayanti Pradhan resigned w.e.f. 08/09/2023
** Mrs. Rainy Ramesh Singhi appointed w.e.f. 11/12/2023
The Companies Act, 2013, provides for the appointment of independent directors.
Sub-section (10) of Section 149 of the Companies Act, 2013 read with applicable
rules, provides that independent directors shall hold office for a term up to five
consecutive years on the board of a company; and shall be eligible for re¬
appointment on passing a special resolution by the shareholders of the Company.
Further, according to Sub-section (11) of Section 149, no independent director shall
be eligible for appointment for more than two consecutive terms of five years. Sub¬
section (13) states that the provisions of retirement by rotation as defined in Sub¬
sections (6) and (7) of Section 152 of the Act shall not apply to such independent
directors.
The Board met Seven (7) times during the financial year, the details of which are
given in the Corporate Governance Report that forms part of this Annual Report.
The intervening gap between any two meetings was within the period prescribed
by the Companies Act, 2013.
|
Sr. No |
Date |
Board Strength |
No. of. Directors |
|
1 |
30-05-2023 |
6 |
6 |
|
2 |
14-08-2023 |
6 |
6 |
|
3 |
31-08-2023 |
6 |
6 |
|
4 |
13-09-2023 |
5 |
5 |
|
5 |
10-11-2023 |
5 |
5 |
|
6 |
11-12-2023 |
6 |
6 |
|
7 |
14-02-2024 |
6 |
6 |
The Company has received necessary declaration from each independent director
under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and
Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015.
The Independent Directors under section 149(6) of the Companies Act, 2013
declared that:
1. They are not promoters of the Company or its holding, subsidiary or
associate company;
2. They are not related to promoters or directors in the company, its holding,
subsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with
company, its holding, subsidiary or associate company , or their promoters,
or directors, during the two immediately preceding financial years or during
the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary
relationship or transaction with the company, its holding, subsidiary or
associate company, or their promoters, or directors, amounting to two per
cent or more of its gross turnover or total income or fifty lakh rupees or such
higher amount as may be prescribed, whichever is lower, during the two
immediately preceding financial years or during the current financial year;
5. Independent Director, neither himself nor any of his relatives--
(i) holds or has held the position of a key managerial personnel or is or has been
employee of the company or its holding, subsidiary or associate company in
any of the three financial years immediately preceding the financial year in
which he is proposed to be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he is
proposed to be appointed, of--
(A) a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the
company, its holding, subsidiary or associate company amounting to ten
percent or more of the gross turnover of such firm;
(iii) Holds together with his relatives two percent. or more of the total voting
power of the company; or
(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit
organization that receives twenty-five percent. or more of its receipts from
the company, any of its promoters, directors or its holding, subsidiary or
associate company or that holds two percent or more of the total voting
power of the company;
6. Independent Director possesses such qualifications as may be directed by the
Board.
7. The Company & the Independent Directors shall abide by the provisions
specified in Schedule IV of the Companies Act, 2013.
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
mandates that the Board shall monitor and review the Board evaluation framework.
The Companies Act, 2013 states that a formal annual evaluation needs to be made
by the Board of its own performance and that of its committees and individual
directors. The Schedule IV of the Companies Act, 2013 states that the performance
evaluation of independent directors should be done by the entire Board of
Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based
on the criteria and framework adopted by the Board. The Board approved the
evaluation results as collated by the Nomination and Remuneration Committee.
During the year under review, the performance of the Board & Committees and
Individual Director(s) based on the below parameters was satisfactory:
(i) All Directors had attended the Board meetings;
(ii) The remunerations paid to Executive Directors are strictly as per the
Company and industry policy.
(iii) The Independent Directors only received sitting fees.
(iv) The Independent Directors contributed significantly in the Board and
committee deliberation and business and operations of the Company and
subsidiaries based on their experience and knowledge and Independent
views.
(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;
(vi) Risk Management Policy was implemented at all critical levels and monitored
by the Internal Audit team who places report with the Board and Audit
committee.
The current policy is to have an appropriate mix of executive and independent
directors to maintain the independence of the Board and separate its functions of
governance and management. As on 31st March, 2024, the Board consists of 6
members. Out of which Two are executive Director, Three non - executive
Independent Director and One non - executive Non Independent Director.
The policy of the Company on directors appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Sub section (3) of Section 178 of the
Companies Act, 2013, adopted by the Board and are stated in this Board report. We
affirm that the remuneration paid to the directors is as per the terms laid out in the
nomination and remuneration policy of the Company.
Currently, the Board has Five Committees: 1) Audit Committee, 2) Nomination and
Remuneration Committee, 3) Stakeholders Relationship Committee, 4) Risk
Management Committee; 5) Corporate Social Responsibility Committee
A detailed note on the Board and its Committees is provided under the Corporate
Governance Report that forms part of this Annual Report.
Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a
Nomination and Remuneration and Stakeholders Relationship Committee. A
detailed note on the composition of the Committees is provided in the corporate
governance report section of this Annual Report.
For Appointment of Independent Director (ID):
a. Any person who is between the age of 25 years and below 75 years eligible to
become Independent Director(ID);
b. He has to fulfill the requirements as per section 149 of the Companies Act,
2013 read with Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015;
c. Adhere to the code of conduct as per Schedule IV to the Companies Act,
2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider
Trading policy of the Company;
e. Independent Director should have adequate knowledge and reasonably able
to contribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other
meetings of the company;
g. Entitled for sitting fees and reasonable conveyance to attend the meetings;
and
h. Able to review the policy, participate in the meeting with all the stakeholders
of the company at the Annual General Meeting.
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act,
2013, the Board of Directors of the Company hereby confirm:
(i) That in the preparation of the accounts for the financial year ended 31st
March, 2024, the applicable accounting standards have been followed along
with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 and loss of the
Company for the year under review;
(iii) 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, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended
31st March, 2024 on a ''going concern'' basis.
(v) The internal financial controls are laid and have been followed by the
company and that such controls are adequate and are operating effectively.
Such controls means controls and policies and procedures adopted and
adhered by the company for orderly and efficient conduct of the business for
safeguarding assets, prevention and detection of frauds and errors and
maintenance of accounting records and timely preparation of financial
statements and review its efficiency.
(vi) The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.
Groarc Industries India Limited is exposed to risks such as liquidity risk, Interest
rate risk, Credit risk and Operational risk that are inherent in the construction cum
infrastructure businesses and has extended the scope in the petroleum business.
The infrastructure and realty segment presently witnessing down trend. The
Company decides to follow the infrastructure and government sponsored projects
in future as well as petroleum business.
The establishment of an effective corporate governance and internal control system
is essential for sustainable growth and long-term improvements in corporate value,
and accordingly Groarc Industries India Limited works to strengthen such
structures. We believe that a strong internal control framework is an important
pillar of Corporate Governance.
Your Company has put in place adequate internal financial controls commensurate
with the size and complexity of its operations. The internal controls ensure the
reliability of data and financial information to maintain accountability of assets.
The Company has an effective internal control and risk-mitigation system, which is
constantly assessed and strengthened with new/revised standard operating
procedures. These controls ensure safeguarding of assets, reduction and detection
of fraud and error, adequacy and completeness of the accounting records and
timely preparation of reliable financial information. Critical functions are rigorously
reviewed and the reports are shared with the Management for timely corrective
actions, if any. Business risks and mitigation plans are reviewed and the internal
audit processes include evaluation of all critical and high-risk areas.
The internal and operational audit is entrusted to Umang R Shah (Membership
No. - 230172). The main focus of internal audit is to review business risks, test and
review controls, assess business processes besides benchmarking controls with
best practices in the industry. Significant audit observations and follow-up actions
thereon are reported to the Audit Committee. For ensuring independence of audits,
internal auditors report directly to the Audit Committee.
M/s. Venkat & Rangaa , LLP FIRM Registration No: FRN: 0004597S were appointed as
Statutory Auditors of the Company for a period of five consecutive years at the Annual
General Meeting (AGM) of the Members held on September 29, 2022 on a remuneration
mutually agreed upon by the Board of Directors and the Statutory Auditors. Pursuant to
the amendments made to Section 139 of the Act by the Companies (Amendment) Act,
2017 effective from May 07, 2018, the requirement of seeking ratification of the
Members for the appointment of the Statutory Auditors has been withdrawn from the
Statute. Hence the resolution seeking ratification of the Members for continuance of
their appointment at this AGM is not being sought.
The Auditors have not made any qualification to the financial statement. Their
reports on relevant notes on accounts are self-explanatory and do not call for any
comments under section 134 of the companies Act, 2013.
Mr. Ramesh Chandra Mishra (Membership No- 5477) was appointed to conduct the
secretarial audit of the Company for the financial year 2023-24, as required under
Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit
Report for F.Y. 2022-23 is Annexure-II to this Board''s Report.
Mr. Ramesh Chandra Mishra (Membership No-5477) is also appointed for the
financial year 2024-25.
For one Quarter there was no Independent Woman Director in the company. Later on
Mrs. Rainy Ramesh Singhi was appointed on Board w.e.f. 11.12.2023. SOP fines was
levied by BSE of Rs.31,860/- and company has complied with Regulation 17(1),
18(1),19(1), 19(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and made payment of SOP Fine to BSE.
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company''s operations in future.
The Company has implemented a Related Party Transactions policy for the
purposes of identification and monitoring of such transactions. The policy on
related party transactions is uploaded on the Company''s website.
All related party transactions are placed before the Audit Committee for approval.
Prior omnibus approval of the Audit Committee is obtained on an annual basis
which is reviewed and updated on quarterly basis.
Pursuant to the Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014, there were no contract where in the related
parties are interested.
In accordance with the provisions of the Companies Act, 2013, the details of related
party transactions are available in the Notes to the Standalone financial statements
section of the Annual Report.
Loans, Guarantees and Investments covered under section 186 of the Companies
Act, 2013 form part of the notes to the financial statements provided in this Annual
Report.
We take this opportunity to thank employees at all levels for their dedicated service
and contribution made towards the growth of the company. The relationship with
the workers of the Company''s manufacturing units and other staff has continued to
be cordial.
To ensure good human resources management at the company, we focus on all
aspects of the employee lifecycle. During their tenure at the Company, employees
are motivated through various skill-development, engagement and volunteering
programs.
In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in
said rules forms part of the annual report.
Considering the first proviso to Section 136(1) of the Companies Act, 2013, the
Annual Report is being sent to the members of the Company and others entitled
thereto. The said information is available for inspection at the registered office of
the Company during business hours from 11 a.m. to 5 p.m. on working days of the
Company up to the date of the ensuing Annual General Meeting. Any shareholder
interested in obtaining a copy thereof, may write to the Company Secretary in this
regard.
As per the Cost Audit Orders, Cost Audit is not applicable to the Company''s
products/business of the Company for FY 2023-24.
As per Section 135 of the Companies Act, 2013 all companies having net worth of
''500 crore or more'' or turnover of Rs. 1000 crore or more or a net profit of Rs. 5
crore or more during any financial year are required to constitute a appropriate
corporate social responsibility CSR Committee of the Board of Directors comprising
there or more directors, at least one of whom an independent director and such
company shall spend at least 2 % of the average net profits of the Companyâs three
immediately preceding financial year.
The Company presently does not with any of the criteria stated herein above.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a Certificate from M/s. Ramesh
Chandra Mishra & Associates Company Secretary in Practice, regarding compliance
with the conditions of Corporate Governance as stipulated under regulation 27 of
the Listing Agreement with Stock Exchange read with the relevant provisions of
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms
part of this Report and Annexure-III to this Board''s Report.
The details of conservation of Energy, Technology Absorption are not applicable in
the case of the company. However the company took adequate steps to conserve
the Energy and used the latest technology.
During the year under review there were no foreign Exchange Earnings. The
Foreign Exchange out go is Nil.
All the fixed assets, finished goods, semi-finished goods, raw material, packing
material and goods of the company lying at different locations have been insured
against fire and allied risks.
Directors are thankful to their bankers for their continued support to the company.
ACKNOWLEDGMENTS:
Your Directors convey their sincere thanks to the Government, Banks, Shareholders
and customers for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees for
commendable teamwork, high degree of professionalism and enthusiastic effort
displayed by them during the year.
Date : 14.08.2024 Whole Time Director
DIN:08166461
Mar 31, 2011
The Directors are happy to present the Nineteenth Annual Report of
your company together with the Audited Accounts of the Company for the
financial year ended 31st March 2011.
FINANCIAL HIGHLIGHTS:
During the year under review, the company has incurred a loss of
Rs.11,973,210/- as against a loss of Rs. 18 722 960/- during the
previous year. The financial results of the company compared to the
previous year are summarized as under:
(Rs.)
Particulars 31.03.2011 31.03.2010
Income 22,325,275.00 18,421,969.00
Profit / (Loss) before
Depreciation and Tax 6,609,461.00 (10,839,197.00)
Less: Depreciation 265,592.00 1,471,376.00
Profit/(Loss) Before Tax 6,343,869.00 (12,310,573.00)
Prior Period Expenditure - -
Provision for FBT - -
Provision for Taxation -
Current 1,176,153.00 -
Provision for Deferred
Tax - Asset (621,463) (337,362.00)
Profit/(Loss) After Tax 5,789,179.00 (11,973,211.00)
Balance Brought Forward (100,517,609.00) (88,544,398.00)
Balance carried over to
Balance Sheet. (94,728,430.00) (100,517,609.00)
EPS Basic & Diluted (Rs.) 0.27 (0.53)
Weighted Average No. of
shares 23,235,250 23,235,250
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes & Commitments, which have occurred
between the end of the financial year of the company to which the
balance sheet relates and the date of the report affecting the
financial position of the company.
RESERVES:
The company does not propose to carry any amount to reserves during the
financial year in view of the loss incurred by the company.
DIVIDEND:
Your directors do not recommend any dividend during this year.
DEPOSITS AND LOANS/ ADVANCES:
The Company has not accepted any public deposits during the financial
year.
The particulars of loans/ advances and investment in its own shares by
listed companies, their subsidiaries, associates etc. required to be
disclosed in the annual accounts of the company pursuant to Clause 32
of the listing agreement with the company, are furnished separately.
Your company continues to have cordial relations with its employees.
DIRECTORS
Shri Heera chand Surana and Shri Y.Satya Kumar, Directors of the
company retires by rotation at the ensuing Annual General Meeting of
the Company and being eligible offers themselves for reappointment.
AUDITORS:
M/s Venkat & Rangaa, Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
of the Company and being eligible offer themselves for reappointment. A
written certificate pursuant to section 224(1 B) has been obtained that
their appointment if made will be within the limits specified therein.
The Audit Committee in its meeting have recommended die reappointment
of the Auditors.
AUDITORS REPORT:
There are no reservations, qualifications or adverse remarks contained
in the Auditors Report.
CORPORATE GOVERNANCE:
Your Company has always striven to incorporate appropriate standards
for good corporate governance. The company''s philosophy of Corporate
Governance is aimed at exhibiting maximum transparency to the investors
by providing them with more information. This is done not only with the
information that are to be revealed under mandatory provisions but also
with those information which according to the Management and the Board
are relevant to the investors and other Statutory Authorities to whom
these Reports are addressed to. It has taken adequate steps to ensure
that all mandatory provisions of corporate governance as prescribed
under the amended listing agreements of the stock exchanges, with which
the company is listed are complied with.
A separate report on Corporate Governance is produced as a part of the
Annual Report of the Company.
The Auditors of the Company have certified that conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement are
complied with by die Company and their Certificate is annexed to the
Report on Corporate Governance.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information regarding conservation of energy and technology
absorption as required under Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are not applicable to
your company. There were no foreign exchange earnings and outgo during
the financial year.
PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT:
None of the employees have received remuneration in excess of the sum
prescribed u/s 217(2A) of the Companies Act, 1956.
GOING CONCERN:
The Directors consider on the basis of current financial results,
future projections and infrastructure available that the company has
adequate resources to continue the operational existence in the
foreseeable accounts and therefore, the accounts have been prepared on
a going concern basis.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby declare:-
(i) that in preparation of accounts, applicable accounting standards
have been followed or where departure has been made, explanation
relating to material departures;
(ii) that directors have selected such accounting policies and applied
them and made judgements and estimates that are reasonable and prudent
to give a true and fair view of 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.
(iii) that Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities; and
(iv) that the directors had prepared Annual Accounts on a Going Concern
basis.
COMPANY SECRETARY:
The appointment of Whole time Company Secretary is under consideration
of the Company. The company has been availing services of practicing
company secretary from time to time to ensure compliance of the
provisions of the applicable acts and statutes. Also the Annual Return
of the Company is being certified by practicing company secretary from
year to year and the company is also taking certifications from them
for Stock Exchange Compliances.
CAUTIONARY STATEMENT:
Statements in the Management discussion and analysis describing the
company''s objectives, projections, estimates and expectations may be
"forward looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that could make a
difference to the company''s operations include economic conditions
affecting demand/supply and prices conditions in the domestic and
overseas markets in which the company operates/ going to operate,
changes in government regulations, tax laws and other statutes and
other incidental factors.
ACKNOWLEDGEMENT
Your directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your company
during the year. Your directors also express their sincere gratitude to
the bankers, consultants, customers, Auditors and the shareholders for
their continued patronage and cooperation.
FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
(Heerachand Surana) (Y. Sathyakumar)
Chairman & Director Whole time Director
Date : 03/09/2011
Place: Chennai
Mar 31, 2010
Dear Shareholders,
The Directors are happy to present the Eighteenth Annual Report of
your company together with the Audited Accounts of the Company for the
financial year ended 31 st March 2010.
FINANCIAL HIGHLIGHTS:
During the year under review, the company has incurred a loss of Rs.
11,973,211.00/- as against a loss of Rs. 18,722,960/- during the
previous year. The financial results of the company compared to the
previous year are summarized as under:
(Rs.)
Particulars 31.03.2010 31.03.2009
Income 18,421,969.00 72,714,362.00
Profit/ (Loss) before
Depreciation and Tax (10,839,197.00) (14,491,690.00)
Less: Depreciation 1,471,376.00 2,420,468.00
Profit/ (Loss) Before Tax (12,310,573.00) (16,912,158.00)
Prior Period Expenditure - 2,200,674.00
Provision for FBT - 48,450.00
Provision for Taxation
- Current - -
Provision for Deferred
Tax-Asset (337,362.00) (438,321.00)
Profit/(Loss) After Tax (11,973,211.00) (18,722,960.00)
Balance Brought Forward (88,544,398.00) (69,821,438.00)
Balance carried over to
Balance Sheet. (100,517,609.00) (88,544,398.00)
EPS Basic & Diluted (Rs.) (0.53) (0.73)
Weighted Average
No. of shares 23,235,250 23,235,250
CHANGE OF NAME:
The name of the Company was changed from TELESYS SOFTWARE LIMITED TO
TELESYS INFO-INFRA (I) LIMITED w.e.f. 05.11.2009 consequent upon
passing of the special resolution by the shareholders at their Annual
General Meeting held on 30th September 2009 and approval from the
Central Government under Section 21 of the Companies Act, 1956.
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes & Commitments, which have occurred
between the end of the financial year of the company to which the balance
sheet relates and the date of the report affecting the financial
position of the company.
RESERVES:
The company does not propose to carry any amount to reserves during the
financial year in view of the loss incurred by the company.
DIVIDEND:
Your directors do not wish to recommend any dividend in view of the
loss incurred by the company. DEPOSITS AND LOANS /ADVANCES:
The Company has not accepted any public deposits during the financial
year.
The particulars of loans/ advances and investment in its own shares by
listed companies, their subsidiaries, associates etc. required to be
disclosed in the annual accounts of the company pursuant to Clause 32
of the listing agreement with the company, are furnished separately.
MANAGEMENT DISCUSSION AND ANALYSIS
a) Economic Overview
According to the estimates by the Ministry of Statistics and Programme
Implementation, the Indian economy has registered a growth of 7.4 per
cent in 2009-10, with 8.6 per cent year-on-year (y-o-y) growth in its
fourth quarter. The growth is driven by robust performance of the
manufacturing, mining, quarrying, electricity, gas, water,
construction, trade, hotels, transport and communication sectors. GDP
growth rate of 7.4 per cent in 2009-10 has exceeded the government
forecast of 7.2 per cent for the full year. The Gross National Income
is estimated to rise by 7.3 per cent in 2009-10 as compared to 6.8 per
cent in 2008-09. The per capita income is estimated to grow at 5.6 per
cent in 2009-10.
Under Infrastructure development, Indian Government allocation under
Jawaharlal Nehru National Urban Renewal Mission (JNNURM) stepped up by
87 per cent to Rs. 12,887 crore in B.E. 2009-10 over B.E. 2008-09.
Allocation for housing and provision of basic amenities to urban poor
enhanced to Rs.3,973 crore in B.E. 2009-10. This includes provision for
Rajiv Awas Yojana (RAY), a new scheme announced.
b) Industry Structure, Development and Outlook
According to DIT, the Indian software and services exports is expected
to reach US$ 49.7 billion in 2009-10 as compared to US$ 47.1 billion in
2008-09, registering an increase of 5.5 per cent in dollar terms.
Further, the IT services exports is estimated to grow from US$ 25.8
billion in 2008-09 to US$ 27.3 billion in 2009-10, showing a growth of
5.8 per cent.
Moreover, according to a study published in February 2010, the Indian
information technology (IT) market is expected to grow at around 15.5
per cent in 2010, on the back of growing investor confidence and
favourable initiatives taken by the government. The data centre
services market in the country is forecast to grow at a compound annual
growth rate (C AGR) of 22.7% between 2009 and 2011. As per a report by
the Internet and Mobile Association of India (IAMAI) and market
research, the total number of Internet users in India reached 71
million in 2009. The number of active users increased to 52 million in
September 2009 registering a growth of 19% year-on-year. According to
IDC India, during January- March 2010, total PC sales in India
registered a year-on-year increase of 33%.
The growth in Software Services sector continued to be broad based
despite of general recession. The management is also planning
diversification in areas of Infrastructures Development, Power sector
etc. to improve the performance of the company and in turn enhance
shareholders value.
c) Business performance
During the year under review, the company has incurred a loss of Rs.
11,973,211/- as against a loss of Rs. 18,722,960/- during the previous
year. The performance of the company is expected to improve during the
coming years with increasing efforts being made in the direction of
improving the working efficiency of the company.
d) Segment Reporting
The company was operating in only one segment up to September 2009 has
altered its objects so as to enable it to do the business of
infrastructure, real estate and allied activities and consequently
changed its name from TELESYS SOFTWARE LIMITED TO TELESYS INFO -
INFRA(I) LIMITED. Therefore the Company has two segments i.e. Software
development & sales in India and infrastructure, real estate and allied
activities.
e) Internal Control System and its adequacy
The system of internal control has been established to provide
reasonable assurance of safeguarding assets and maintenance of proper
Accounting records and its accuracy. The business risks and its control
procedures are reviewed frequently. Systems audit is also conducted
regularly to review the systems with respect to Security and its
Adequacy. Reports are prepared and circulated to Senior Management and
action taken to Strengthen controls where necessary.
0 Risk Management
Risk evaluation and management is an ongoing process in the company.
g) Human resources and Industrial relations
Your company continues to have cordial relations with its employees.
DIRECTORS
Shri Kashi Pandian and Shri Rajendhiran Jayaram, Directors of the
company retires by rotation at the ensuing Annual General Meeting of
the Company and being eligible offers themselves for reappointment.
Chockalingam Rajasekaran Subramanian was appointed as Additional
Director with effect from 5th November 2009 who holds office till the
conclusion of ensuing annual general meeting. Mr. Bakoolesh
Harakchandbhai Khanderia and Prashant Maganlal Brahmbhatt have
submitted their resignations with effect from 5th November 2009 and
their contribution to the organization during their tenure of office of
Director was appreciate and placed on record..
AUDITORS:
M/s. Venkat & Rangaa, Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
of the Company and being eligible offeT themselves for reappointment. A
written certificate pursuant to section 224(1B) has been obtained that
their appointment if made will be within the limits specified therein.
The Audit Committee in its meeting have recommended the reappointment
of the Auditors.
AUDITORS REPORT:
There are no reservations, qualifications or adverse remarks contained
in the Auditors Report.
CORPORATE GOVERNANCE:
Your Company has always striven to incorporate appropriate standards
for good corporate governance. The company''s philosophy of Corporate
Governance is aimed at exhibiting maximum transparency to the investors
by providing them with more information. This is done not only with the
information that are to be revealed under mandatory provisions but also
with those information which according to the Management and the Board
are relevant to the investors and other Statutory Authorities to whom
these Reports are addressed to. It has taken adequate steps to ensure
that all mandatory provisions of corporate governance as prescribed
under the amended listing agreements of the stock exchanges, with which
the company is listed are complied with.
A separate report on Corporate Governance is produced as a part of the
Annual Report of the Company.
The Auditors of the Company have certified that conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement are
complied by the Company and their Certificate is annexed to the Report
on Corporate Governance.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information regarding conservation of energy and technology
absorption as required under Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are not applicable to
your company. There were no foreign exchange earnings and outgo during
the financial year.
PARTICULARS OFEMPLOYEES U/S 217(2A) of the ACT:
None of the employees have received remuneration in excess of the sum
prescribed u/s 217(2A) of the Companies Act, 1956.
GOING CONCERN:
The Directors consider on the basis of current financial results,
future projections and infrastructure available that the company has
adequate resources to continue the operational existence in the
foreseeable accounts and therefore, the accounts have been prepared on
a going concern basis.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby declare:-
(i) that in preparation of accounts, applicable accounting standards
have been followed or where departure has been made, explanation
relating to material departures;
(ii) that directors have selected such accounting policies and applied
them and made judgements and estimates that are reasonable and prudent
to give a true and fair view of 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.
(iii) that Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities; and
(iv) that the directors had prepared Annual Accounts on a Going Concern
basis.
COMPANY SECRETARY:
The appointment of Whole time Company Secretary is under consideration
of the Company. The company has been availing services of practicing
company secretary from time to time to ensure compliance of the
provisions of the applicable acts and statutes. Also the Annual Return
of the Company is being certified by practicing company secretary from
year to year and the company is also taking certifications from them
for Stock Exchange Compliances.
CAUTIONARY STATEMENT:
Statements in the Management discussion and analysis describing the
company''s objectives, projections, estimates and expectations may be
"forward looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that could make a
difference to the company''s operations include economic conditions
affecting demand/supply and prices conditions in the domestic and
overseas markets in which the company operates/ going to operate,
changes in government regulations, tax laws and other statutes and
other incidental factors.
ACKNOWLEDGMENT
Your directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your company
during the year. Your directors also express their sincere gratitude to
the bankers, consultants, customers, Auditors and the shareholders for
their continued patronage and cooperation.
FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
(Heerachand Surana) (Y. Sathyakumar)
Chairman & Director Whole time Director
Date: 04/09/2010
Place: Chennai
Mar 31, 2009
The Directors are happy to present the Seventeenth Annual Report of
your company together with the Audited Accounts of the Company for the
financial year ended 31 st March 2009.
FINANCIALHIGHLIGHTS:
During the year under review, the company has incurred a loss of Rs.
18,722,960.00/- as against a loss of Rs. 16,535,817/- during the
previous year. The financial results of the company compared to the
previous year are summarized as under:
(Rs.)
Particulars 31.03.2009 31.03.2008
Income 72,714,362.00 83,423,178.00
Profit /(Loss) before
Depreciation and Tax (14,491,690.00) (13,593,341.00)
Less: Depreciation 2,420,468.00 3,030,259.00
Profit/ (Loss) Before Tax (16,912,158.00)(16,623,600.00)
Prior Period Expenditure 2,200,674.00 -
Provision for FBT 48,450.00 31,251.00
Provision for Taxation-Current - 353,772.00
Provision for Deferred Tax - Asset 438,321.00) (472,806.00)
Profit/(Loss) After Tax (18,722,960.00) <16,535,817.00)
Balance Brought Forward (69,821,438.00) (53,285,621.00)
Balance carried over to
Balance Sheet. (88,544,398.00) (69,821,438.00)
EPS Basic & Diluted (Rs.) (0.80) (0.72)
WeightedAverageNo. of shares 23,235,250 23,235,250
REGISTERED OFFICE:
The Registered Office of the Company was changed from No. 6, First
Floor, Sixth Cross Street, CIT Colony, Mylapore, Chennai - 600 004 to
New No. 72, Old No. 33, First Floor, Giri Road, T. Nagar, Chennai - 600
017 w.e. f. 03.07.2008 looking at better prospects from the new
location.
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes & Commitments, which have occurred
between the end of the financial year of the company to which the
balance sheet relates and the date of the report affecting the
financial position of the company.
RESERVES:
The company does not propose to carry any amount to reserves during the
financial year in view of the loss incurred by the company.
DIVIDEND:
Your directors do not wish to recommend any dividend in view of the
loss incurred by the company. DEPOSITS AND LOANS/ ADVANCES:
The Company has not accepted any public deposits during the financial
year.
The particulars of loans/ advances and investment in its own shares by
listed companies, their subsidiaries, associates etc. required to be
disclosed in the annual accounts of the company pursuant to Clause 32
of the listing agreement with the company, are NIL.
MANAGEMENT DISCUSSION AND ANALYSIS
a) Economic Overview
The year witnessed a global economic slow down in general. The market
conditions were difficult and there was a volatile currency
environment. In view of the difficulties faced on account of economic
conditions the main focus of the company was on conserving cost and
creating efficiencies thereby enhancing value. Due to slowdown
considerable reductions were experienced in IT service spends all over.
There was also increased regulation leading to more enterprise
regulation, security and reporting.
b) Industry Structure, Development and Outlook
The growth in Software Services sector continued to be broad based
inspite of general recession. However, due to heavy competition the
company could not sustain its operations and achieve desired growth in
the software industry. Therefore, the company proposes to diversify and
expand into infrastructure, real estate and allied activities to
improve the performance of the company and in turn enhance shareholders
value.
c) Business performance
During the year under review, the company has incurred a loss of Rs.
18,722,960.00/- as against a loss of Rs. 16,535,817/- during the
previous year. The performance of the company is expected to improve
during the coming years with increasing efforts being made in the
direction of improving the working efficiency of the company.
d) Segment Reporting
The company operates in only one segment i.e. Software development and
sales in India only.
e) Internal Control System and its adequacy
The system of internal control has been established to provide
reasonable assurance of safeguarding assets and maintenance of proper
Accounting records and its accuracy. The business risks and its control
procedures are reviewed frequently. Systems audit is also conducted
regularly to review the systems with respect to Security and its
Adequacy. Reports are prepared and circulated to Senior Management and
action taken to Strengthen controls where necessary.
f) Risk Management
Risk evaluation and management is an ongoing process in the company.
g) Human resources and Industrial relations
Your company continues to have cordial relations with its employees.
DIRECTORS
Shri Thavachithan Vaithylingam Palaniswamy, Director of the company
retires by rotation at the ensuing Annual General Meeting of the
Company and being eligible offers himself for reappointment.
Shri Thavachithan Vaithylingam Palaniswamy and Shri Pandian Kashi,
Additional Directors were appointed as directors of the Company in the
Annual General Meeting held on 30.09.2008.
Shri Bakoolesh Harakchandbhai Khanderia and Shri Prashant Maganlal
Brahmbhatt were appointed as additional directors of the company w.e.f.
27.01.2009 and Shri Rajendhiran Jayaram was appointed as the additional
director of the company w.e.f. 02.04.2009 by the Board of Directors of
the company in accordance with Section 260 of the Companies Act, 1956.
They hold office upto the date of the ensuing Annual General Meeting of
the Company to be held on 30th September, 2009. The requisite notices
together with necessary deposits have been received from members
pursuant to section 257 of the Companies Act, 1956 proposing the
appointment of Shri Bakoolesh Harakchandbhai Khanderia, Shri Prashant
Maganlal Brahmbhatt and Shri Rajendhiran Jayaram as directors of the
company.
Shri AXN Prabhu and Shri MVC Kutty have resigned as directors of the
company w.e.f. 12.06.2008 and Shri R. Vedanarayanan has resigned as
director of the company w.e.f. 27.01.2009. The Board places on record
their sincere and deep appreciation for valuable services rendered to
the company during their tenure as directors of the company.
Shri Y. Sathyakumar was appointed as a Whole time Director of the
company at the Annual General Meeting held on 30.09.2008.
AUDITORS:
M/s. Venkat & Rangaa, Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
of the Company and being eligible offer themselves for reappointment. A
written certificate pursuant to section 224(lBjhas been obtained that
their appointment if made will be within the limits specified therein.
The Audit Committee in its meeting have recommended the reappointment
of the Auditors.
AUDITORS REPORT:
There are no reservations, qualifications or adverse remarks contained
in the Auditors Report.
CORPORATE GOVERNANCE:
Your Company has always striven to incorporate appropriate standards
for good corporate governance. The companys philosophy of Corporate
Governance is aimed at exhibiting maximum transparency to the investors
by providing them with more information. This is done not only with the
information that are to be revealed under mandatory provisions but also
with those information which according to the Management and the Board
are relevant to the investors and other Statutory Authorities to whom
these Reports are addressed to. R has taken adequate steps to ensure
that all mandatory provisions of corporate governance as prescribed
under the amended listing agreements of the stock exchanges, with which
the company is listed are complied with.
A separate report on Corporate Governance is produced as a part of the
Annual Report of the Company.
The Auditors of the Company have certified that conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement are
complied by the Company and their Certificate is annexed to the Report
on Corporate Governance.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information regarding conservation of energy and technology
absorption as required under Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are not applicable to
your company. There were no foreign exchange earnings and outgo during
the financial year.
PARTICULARS OFEMLPOYEES U/S 217(2A) OF THE ACT:
None of the employees have received remuneration in excess of the sum
prescribed u/s 217(2A)ofthe Companies Act, 1956.
GOING CONCERN:
The Directors consider on the basis of current financial results,
future projections and infrastructure available that the company has
adequate resources to continue the operational existence in the
foreseeable accounts and therefore, the accounts have been prepared on
a going concern basis.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby declare :-
(i)that in preparation of accounts, applicable accounting standards
have been followed or where departure has been made, explanation
relating to material departures; (ii)that directors have selected such
accounting policies and applied them and made judgements and estimates
that are reasonable and prudent to give a true and fair view of 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.
(iii)that Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities; and
(iv)that the directors had prepared Annual Accounts on a Going Concern
basis.
COMPANY SECRETARY:
The appointment of Whole time Company Secretary is under consideration
of the Company. The company has been availing services of practicing
company secretary from time to time to ensure compliance of the
provisions of the applicable acts and statutes. Also the Annual Return
of the Company is being certified by practicing company secretary from
year to year and the company is also taking certifications from them
for Stock Exchange Compliances.
CAUTIONARY STATEMENT:
Statements in the Management discussion and analysis describing the
companys objectives, projections, estimates and expectations may be
"forward looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that could make a
difference to the companys operations include economic conditions
affecting demand/supply and prices conditions in the domestic and
overseas markets in which the company operates/ going to operate,
changes in government regulations, tax laws and other statutes and
other incidental factors.
ACKNOWLEDGEMENT
Your directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your company
during the year. Your directors also express their sincere gratitude to
the bankers, consultants, customers, Auditors and the shareholders for
their continued patronage and cooperation.
FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
Place: Chennai (Heerachand Surana) (Y. Sathyakumar)
Date: 26/08/2009 Chairman & Director Whole time Director
Mar 31, 2008
The Directors are happy to present the Sixteenth Annual Report of your
company together with the Audited Accounts of the Company for the
financial year ended 31st March 2008.
FINANCIAL HIGHLIGHTS:
During the year under review, the company has incurred a loss of Rs.
16,535,817 as against a loss of Rs. 2,764,111/- during the previous
year. The financial results of the company compared to the previous
year are summarized as under:
(Rs.)
Particulars 31.03.2008 31.03.2007
Income 83,423,178.00 38,591,562.00
Profit/(Loss) before Depreciation
and Tax (13,593,341.00) 1,421,538.00
Less: Depreciation 3,030,259.00 4,991,237.00
Profit/(Loss) Before Tax (16,623,600.00) (3,569,699.00)
Provision for FBT 31,251.00 8,196.00
Provision for Taxation-Current 353,772.00 303,552.00
Provision for Deferred Tax (472,806.00) (1,117,336.00)
Profit/(Loss) After Tax (16,535,817.00) (2,764,111.00)
Balance Brought Forward (53,285,621.00) (50,521,510.00)
Balance carried over to
Balance Sheet. (69,821,438.00) (53,285,621.00)
EPS (Basic) (Diluted) (0.72) (0.15)
Weighted average number of shares 23,235,250 23,235,250
REGISTERED OFFICE:
The Registered Office of the Company was changed from New No. 33, Old
No. 15, Postal Colony, 1st Street, West Mambalam, Chennai - 600 033 to
No. 6, First Floor, Sixth Cross Street, CIT Colony, Mylapore, Chennai -
600 004 with effect from 1st October, 2007 to facilitate operational
convenience. The Registered Office was further changed to New No. 72,
Old No. 33, First Floor, Giri Road, T. Nagar, Chennai - 600 017 w.e.f.
03.07.2008 looking at better prospects from the new location.
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes & Commitments, which have occurred
between the end of the financial year of the company to which the
balance sheet relates and the date of the report affecting the
financial position of the company.
RESERVES:
The company does not propose to carry any amount to reserves during the
financial year in view of the loss incurred by the company.
DIVIDEND:
Your directors do not wish to recommend any dividend in view of the
loss incurred by the company.
DEPOSITS
The Company has not accepted any public deposits during the financial
year.
DIRECTORS
Shri R. Vednarayana, Director of the company retires by rotation at the
ensuing Annual General Meeting of the Company and being eligible offers
himself for reappointment.
Shri Thavachithan Vaithylingam Palaniswamy and Shri Pandian Kashi were
appointed as additional directors of the company w.e.f. 12.06.2008 by
the Board of Directors of the company in accordance with Section 260 of
the Companies Act, 1956. They hold office upto the conclusion of the
ensuing Annual General Meeting of the Company to be held on 30th
September, 2008. The requisite notices together with necessary deposits
have been received from members pursuant to section 257 of the
Companies Act, 1956 proposing the appointment of Shri Thavachithan
Vaithylingam Palaniswamy and Shri Pandian Kashi as directors of the
company.
Shri AXN Prabhu and Shri MVC Kutty have resigned as directors of the
company w.e.f. 12.06.2008. The Board places on record their sincere
and deep appreciation for valuable services rendered to the company
during their tenure as directors of the company.
The board recommends the appointment of Mr. Y. Sathyakumar as a Whole
time Director of the company at the ensuing Annual General Meeting of
the company. The remuneration payable to him has been approved by the
Remuneration committee in its meeting.
AUDITORS:
M/s. Venkat & Rangaa, Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
of the Company and being eligible offer themselves for reappointment. A
written certificate pursuant to section 224(1B) has been obtained that
their appointment if made will be within the limits specified therein.
The Audit Committee in its meeting have recommended the reappointment
of the Auditors.
AUDITORS REPORT:
There are no reservations, qualifications or adverse remarks contained
in the Auditors Report.
CORPORATE GOVERNANCE:
Your Company has always striven to incorporate appropriate standards
for good corporate governance. The companys philosophy of Corporate
Governance is aimed at exhibiting maximum transparency to the investors
by providing them with more information. This is done not only with the
information that are to be revealed under mandatory provisions but also
with those information which according to the Management and the Board
are relevant to the investors and other Statutory Authorities to whom
these Reports are addressed to. It has taken adequate steps to ensure
that all mandatory provisions of corporate governance as prescribed
under the amended listing agreements of the stock exchanges, with which
the company is listed are complied with.
A separate report on Corporate Governance is produced as a part of the
Annual Report of the Company.
The Auditors of the Company have certified that conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement are
complied by the Company and their Certificate is annexed to the Report
on Corporate Governance.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information regarding conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is not applicable to your company.
PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT:
None of the employees have received remuneration in excess of the sum
prescribed u/s 217(2A) of the Companies Act, 1956.
GOING CONCERN:
The Directors consider on the basis of current financial results,
future projections and infrastructure available that the company has
adequate resources to continue the operational existence in the
foreseeable accounts and therefore, the accounts have been prepared on
a going concern basis.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby declare :-
(i) that in preparation of accounts , applicable accounting standards
have been followed or where departure has been made , explanation
relating to material departures;
(ii) that directors have selected such accounting policies and applied
them and made judgements and estimates that are reasonable and prudent
to give a true and fair view of 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.
(iii) that Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities; and
(iv) that the directors had prepared Annual Accounts on a Going Concern
basis.
COMPANY SECRETARY:
The appointment of Whole time Company Secretary is under consideration
of the Company. The company has been availing services of practicing
company secretary from time to time to ensure compliance of the
provisions of the applicable acts and statutes. Also the Annual Return
of the Company is being certified by practicing company secretary from
year to year and the company is also taking certifications from them
for Stock Exchange Compliances.
CAUTIONARY STATEMENT:
Statements in the Management discussion and analysis describing the
companys objectives, projections, estimates and expectations may be
"forward looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that could make a
difference to the companys operations include economic conditions
affecting demand/supply and prices conditions in the domestic and
overseas markets in which the company operates/ going to operate,
changes in government regulations, tax laws and other statutes and
other incidental factors.
ACKNOWLEDGEMENT
Your directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your company
during the year. Your directors also express their sincere gratitude to
the bankers, consultants, Auditors and the shareholders for their
continued patronage and cooperation.
FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
(Heerachand Surana) (Y. Sathyakumar)
Director Director
Date : 04/09/2008
Place: Chennai
Mar 31, 2007
The Directors have great pleasure in presenting the Fifteenth Annual
Report of the company with audited accounts for the year ended 31st
March 2007.
Financial Results Year ended Year ended
31.3.2007 31.03.2006
Revenue from operation 385.92 131.64
Profit before Depreciation
& Goodwill 166.05 69.54
Less: Depreciation 49.91 85.49
Less: Goodwill written off 151.84 151.84
Profit/Loss before tax. (35.70) (306.87)
Less: Provisions for Tax-
Current& Deferred (8.05) 0
Profit/(Loss) after Tax (27.65) (306.87)
Balance carried forward to 532.85 505.34
DIVIDEND:
Our Directors have not recommended any dividend as the company was
running under loss.
MANAGEMENT DISCUSSION AND ANALYS1S:-
A) Industry Structure And Development:
There has been considerable decline in software industry globally even
then the company has considerably improved its activities when compared
with previous year.
b) Business Performance & Segment Reporting:
The income from operation is Rs.385.92 lacs in financial year 2006-07
against Rs. 131.77 lacs in financial year 2005-06. The company has
incurred loss of Rs.27.64 lacs after tax as compared to previous year
loss of Rs.306.75 lacs.Your Directors are hopeful of Maintaining and
improving the turnover and profit in coming years by strategic Business
plans. The company operates in one segment viz software development &
real estate.
c) Internal control systems and their adequacy:
The System on of Internal Control Comprises established to provide
reasonable assurance of safeguarding Assets and Maintenance of proper
Accounting records and its Accuracy. The business Risks and its Control
procedures are reviewed frequently. Systems Audit is also conducted
regularly to review the systems with respect to Security and its
Adequacy. Reports are prepared and circulated to Senior Management and
action taken to Strengthen Controls where necessary. Much has been done
in cutting off expenditures in almost all areas. Manpower is carefully
taken in by making systematic study of their skill and exposure in
regard to the projects the company is handling greater care is shown in
the effective utilization of these skills by coordinating all the
individual efforts towards the corporate goal incurring minimal cost.
d) Human Resources and Industrial relations:
Your Directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your company
during the year. Your Directors also express their sincere gratitude to
the Bankers, Consultants, Auditors and Shareholders for their continued
patronage and co-operations.
DIRECTORS:
In Accordance with the provisions of the companies Act, 1956 and the
companies Articles of Association Mr.AXN Prabhu due to retire by
rotation and being eligible for reappointment. He seek accord from the
members to continue so.
DEPOSITS:
The Company has not accepted any deposit from the public.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 217 of the companies Act, 1956 the Directors
hereby confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. The Directors had 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 that period.
3. The Directors had 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.
4. The Directors had prepared the annual accounts on a going concern
basis.
AUDITOR AND AUDITORS REPORT:
The Board recommends the appointment of M/s Venkat & Rangaa; Chartered
Accountants as the Auditors of the company from the conclusion of the
ensuing Annual General Meeting until the conclusion of the next Annual
General Meeting of the company on such remuneration as may be fixed by
the Board. A letter from the Auditor about the compliance under section
224(1 B) of the companies Act, has been duly received.
CORPORATE GOVERNANCE:
Your company has always striven to incorporate appropriate standards
for good corporate governance. It has taken adequate steps to ensure
that all mandatory provisions of corporate governance as prescribed
under the amended listing agreements of the stock exchanges, with which
the company is listed are complied with. A separate report on corporate
Governance is produced as a part of the annual report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION & FOREIGN EXCHANGE
EARNINGS/ OUTGO:
The Company has no activity relating to conservation of energy or
technology absorption. The company did not have any foreign exchange
earnings or outgo during the year.
STATEMENT UNDER SECTION 217(2A) ON PERSONNEL:
Particulars of Employees pursuant to Section 217(2A) of the Companies
Act, 1956 are not applicable since none of the employees are in receipt
of remuneration in excess of the limits specified herein during the
period under review.
CAUTIONARY STATEMENT:
Statements in the Management discussion and analysis describing the
companys objectives, projections, estimates, and expectations may be
"forward looking statements: within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that could make a
difference to the companys operations include economic conditions
affecting demand/supply and prices conditions in the domestic and
overseas markets in which the company operates/going to operate,
changes in the Government regulation, tax laws and other statutes and
other incidental factors.
ACKNOWLEDGEMENTS:
Your directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your company
during the year. Your Directors also express their sincere gratitude to
the Banks, consultants, Auditors and shareholders for their continued
patronage and co - operation.
By Order of the Board,
For Telesys Software Limited
(Y.Satya kumar) (Heera Chand Surana)
Managing Director Chairman
Place: Chennai
Dated: 30/06/2007
Mar 31, 2006
ANNUAL REPORT 2005-2006
DIRECTOR'S REPORT
Your Directors have great pleasure in presenting the fourteenth Annual
Report of the Company with the audited accounts for the year ended 31st
March 2006.
Financial Results: Rupees in Lakhs
Particulars Year ended Year ended
31.03.2006 31.03.2005
Revenue from Operations 131.64 240.00
Profit before Depreciation &
Deduction (69.54) 22.21
Less:Depreciation 85.49 73.99
Less:Goodwill written off 151.84 151.84
Less: Dim in Value of Investment 0.00 (16.90)
Profit / Loss before tax (306.87) (186.72)
Less:Provisions for Tax-Current
& Deferred (15.51)
Profit /(Loss) After Tax (306.87) (171.21)
Balance carried forward to
Balance sheet (505.34) (198.47)
DIVIDEND:
Our directors have not recommended any dividend as the company was running
under less.
REVIEW OF OPERATIONS:
a) The Present situation in the Software industry is facing declining trend
both in India and abroad and the Company is also finding difficult to
compete with the MNC software Companies.
b) Business Performance:
The Turnover is Rs:131.64 Lakhs in the Financial Year 2005-06 against
Rs:240.00 lakhs in the Financial Year 2004-05. The company has incurred
loss of Rs:306.87 Lakhs after tax compared to previous year loss of
Rs:171.21 Lakhs. Your Directors are hopeful of maintaining and improving
the turnover and profit in the forth coming years by strategic business
plans.
c) Internal Control System and their adequacy:
Much has been done in cutting off expenditures in almost all areas.
Manpower is carefully taken in by making systematic study of their skill
and exposure in regard to the projects the company is handling greater care
is shown in the effective utilization of these skills by coordinating all
the individual efforts towards the corporate goal incurring minimal cost.
d) Human Resources and Industrial relations:
Your Directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your company during
the year. Your Directors also express their sincere gratitude to the
Bankers, Consultants, Auditors and shareholders for their continued
patronage and co-operations.
DIRECTORS:
During the year Ms. Usha Natarajan and Mr. lakshmipathy retire by rotation.
DEPOSITS:
The Company has not accepted any deposit from the public.
DIRECTOR'S RESPONSIBILITY STATEMENT:
As required under section 217 of the Companies Act, 1956 the Directors
hereby confirm that :
1. In the preparation of the annual accounts, the applicable accounting
standards has been followed along with proper explanation relating to
material departures.
2. The Directors had selected such accounting policies and applied them
consistently and made judgements 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 that period.
3. The Directors had 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.
4. The Directors had prepared the annual accounts on a going concern basis.
AUDITOR AND AUDITOR REPORT:
The Board recommends the appointment of Mr. A. Chinnappan, Chartered
Accountant as the auditors of the company from the conclusion of the
ensuing the Annual General Meeting until the conclusion of the next General
General Meeting of the Company on such remuneration as may be fixed by the
Board. A letter from the auditor about the compliance under section 224(1B)
of the companies Act, has been duly received.
CORPORATE GOVERNANCE:
Your company has always striven to incorporate appropriate standards for
good corporate governance. It has taken adequate steps to ensure that all
mandatory provisions of corporate governance as prescribed under the
amended listing agreements of the Stock exchanges, with which the company
is listed are complied with. A separate report on corporate governance is
produced as a part of the annual report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/
OUTGO:
The company has no activity relating to conservation of energy or
technology absorption. The company did not have any foreign exchange
earnings or out go during the year.
STATEMENT UNDER SECTION 217(2A) ON PERSONNEL:
Particulars of Employees pursuant to Section 217(2A) of the Companies Act,
1956 are not applicable since none of the employees are in receipt of
remuneration in excess of the limits specified herein during the period
under review:
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your company during
the year. Your Directors also express their sincere gratitude to the
Bankers, consultants, Auditors and the shareholders for their continued
patronage and cooperation.
By Order of the Board
For Telesys Software Limited
(Usha Natarajan)
Director
(Y Satya Kumar)
Managing Director
Place : Chennai
Date : 30.06.2006
Mar 31, 2005
Our Directors have great pleasure in presenting the Thirteenth Annual
Report of the company with audited accounts for the year ended 31st
March 2005.
Rupees in Lakhs
Financial Results: Year ended Year ended
31.03.2005 31.03.2004
Revenue from Operations 240.00 296.15
Profit before Depreciation 22.21 63.93
Less: Depreciation 73.99 154.85
Less; Goodwill Written Off 151.84
Less: Dim in Value of Investment (16.90) 16.90
Profit/(Loss) before Tax (186.72) (107.82)
Less: Provisions for Tax-Current & Deferred (15.51) (30.56)
Profit/(Loss) After Tax (171.21) (77.26)
Balance carried forward to Balance Sheet (198.47) (27.26)
DIVIDEND:
To conserve the reserves & plough back the profits for expansion
activities of the company your directors do not recommend any dividend
for financial year 2004-2005.
REVIEW OF OPERATIONS:
a) Industry Structure And Development:
The Software Industry is showing a declining trend. The company is also
finding it difficult to compete with MNC Software Companies. There have
been encouraging developments in the Power Sector in last year and had
planned to enter in power Sector and resolutions was passed unanimously
through postal ballot changing the object and the name of the company
where by enabling the company to enter power sector. However the
Registrar of Companies, Chennai did not approve the same. Hence the
company has invested its surplus funds in M/S. Chitra Bio Energy
Limited, which is setting up 7.5 MW Bio mass Power Plant in Pudukottai
District.
b) Business Performance
The turnover Is Rs.229 Lakhs in financial year 2004-2005 against
Rs.296.15 Lakhs in the financial year 2003-2004.The Company has
incurred loss of Rs.171.21 lacs after tax compared to previous Loss of
Rs. 77,26 lacs in the previous year, but the company has cash profit of
Rs.31.72 lacs and your Directors are hopeful of maintaining and
improving the turnover and profit in coming years by strategic business
plans
c) Out Look
Telesys software ltd has presently taken initiative to invest Its
surplus funds in the power sector. Its has identified M/S Chrtra Bio
Energy limited to be its beneficiary towards giving support funds and
also corporate Guarantee for the Loan availed by the Project. The
company has evolved a broad outlook towards entering the power sector.
The reason for choosing a biomass based power generation is due its
inherent policy to stick to renewable energy and eco friendly project.
As the revenue generation is a steady source of income in this project
we are sure that the investor interest will be taken care of. This is
in addition to our core business of software development.
d) Internal control systems and their adequacy:
Much has been done in cutting off expenditures in almost all areas.
Manpower is carefully taken in by making systematic study of their
skill and exposure in regard to the projects the company is handling.
Greater care is shown on the effective utilization of these skills by
coordinating all the individual efforts towards the corporate goal
incurring minimal cost.
e) Human Resources and Industrial relations:
Your Directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your Company
during the year. Your Directors also express their sincere gratitude to
the Banks, Consultants. Auditors and shareholders for their continued
patronage and Co-operation
DIRECTORS
During the year Mr.Lakshmipathy was appointed as additional
director.Mr.Rajkumar suriyaprakash and Mr.Bhushan Babu who retires by
rotation offer themselves for reappointment.Mr.Y.Satyakumar, Ms.Usha
Natarajan are the other directors of the company.
DEPOSITS:
The Company has not accepted any deposit from the public.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under Section 217 of the Companies Act, the Directors
hereby confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. The Directors had selected such accouniing 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 that period;
3. The Directors had 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;
4. The Directors had prepared the annual accounts on a going concern
basis.
AUDITOR AND AUDITOR REPORT:
The board recommends the appointment of Mr.A.Chinnappan, Chartered
Accountant as the auditor of the company from the conclusion ensuing
the Annual General Meeting until the conclusion the next AGM of the
company on such remuneration as may be fixed by the board. A letter
from the auditor about the compliance under Sec 224(18) of the
companies Act has been duly received.
CORPORATE GOVERNANCE:
Your company has always striven to incorporate appropriate standards
for good corporate governance. It has taken adequate steps to ensure
that all mandatory provisions of corporate governance as prescribed
under the amended listing agreements of the stock exchanges, with which
the company is listed, are complied with. A separate report on
corporate governance is produced as a part of the annual report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS/OUTGO:
The Company has no activity relating to Conservation of Energy or
technology absorption. The Company did not have any foreign exchange
earnings or outgo during the year.
STATEMENT UNDER SECTION 217(2A) ON PERSONNEL:
Particulars of Employees pursuant to Section 217 (2A) of the Companies
Act, 1956 are not applicable since none of the employees are in receipt
of remuneration in excess of the limits specified herein during the
period under review.
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your Company
during the year. Your Directors also express their sincere gratitude to
the Banks, Consultants, Auditors and shareholders for their continued
patronage and Co-operation
By order of the Board,
For Telesys Software Limited
(Usha Natrajan) (Y. Satyakumar)
(DIRECTOR) DIRECTOR
Place: Chennai
Date: 6th September 2005
Mar 31, 2004
Dear Members,
The Directors have great pleasure in presenting the Twelfth Annual
Report of the company with audited accounts for the year ended 31st
March 2004.
Rupees in Lakhs
Financial Results: Year ended Year ended
31.03.2004 31.03.2003
Revenue from Operations 296.15 805.87
profit before Depreciation 63.93 124.22
Less: Depreciation 154.85 121.78
Less: Dim in Value of,lnvestment 16.90 -
Profit/(Loss) before Tax (107.82) 2.44
Less: Provisions for Tax-Current & Deferred (30.56) 0.91
Profit/(Loss) After Tax (77.26) 1.53
Balance carried forward to Balance Sheet (28.88) 48.38
DIVIDEND:
To conserve the reserves & plough back the profits for expansion
activities of the company your directors do not recommend any dividend
for financial year 2003-2004.
REVIEW OF OPERATIONS:
Industry Structure And Development:
There has been considerable decline in software industry globally. The
same trend has been observed in India also. There have been encouraging
developments in the Power Sector in last year. The government has
announced many reforms in this field. Looking to the immense potential
in this sector the company has decided to enter in this field.
b) Business Performance
The turnover is 296 Lakhs in financial year 2003-2004 against 805 Lakhs
in the financial year 2002-2003.The Company has incurred loss of
Rs.77.26 lacs after tax compared to previous profit of Rs.1.53 lacs in
the previous year, but the company has cash profit of Rs.73.44 lacs and
your Directors are hopeful of maintaining and improving turnover and
profit in coming years by strategic business plans.
c) Out Look
Being our country is a Power deficit country the outlook for the Power
Generation shall be a lucrative business opportunity. Further with the
Central and State Governments giving concessions and priority to this
sector the outlook for the industry is good and encouraging. Moreover
the attitude of bankers and institutions is also good towards the
industry. With the accelerating pace of India's urbanization and
industrialization and growing rural electrification, the country's
power requirement is growing substantially.
d) Internal control systems and their adequacy:
Much has been done in cutting off expenditures in almost all areas.
Manpower is carefully taken in by making systematic study of their
skill and exposure in regard to the projects the company is handling.
Greater care is shown on the effective utilization of these skills by
coordinating all the individual efforts towards the corporate goal
incurring minimal cost.
e) Human Resources and Industrial relations:
The Directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your Company
during the year. Your Directors also express their sincere gratitude to
the Banks, Consultants, Auditors and shareholders for their continued
patronage and Co-operation.
F) Merger of companies:
The Company's subsidiary companies Namley M/s MILLENIUM WEB SOLUTIONS P
LIMITED, M/s AAVISHKAR SOFTWARE LIMITED,SUN JAVA SOLUTIONS P LIMITED
and M/s SCRIBE SOLUTIONS P LIMITED is got merged with M/s TELESYS
SOFTWARE LIMITED by scheme of amalgamation vide by the court order
0510112004 and assets and liabilities of the transferee companies are
transferred with effective date of merger -01/04/2004.
DIRECTORS
Mr. Y. Sathya kumar,Ms. Usha Natarajan ,Mr. Bhushan Babu ,Mr. K. P.
Anandan are the directors of the company Mr. Rajkumar Suriya Prakash
was appointed as Additional Directors. He seek accord from the members
to continue so.
DEPOSITS:
The Company has not accepted any deposit from the public.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 217 of the Companies Art, the Directors
hereby confirm that:
1. In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
2. The Directors had 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 that period;
3. The Directors had 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;
4. The Directors had, prepared the annual accounts on a going concern
basis.
AUDITOR AND AUDITOR REPORT:
M/s. N.R. Krishnamoorthy & Co, Chartered Accountant has expressed their
inability to continue as auditor of the Company due to personal
reasons. A. Chinnappan Chartered Accountant has been appointed in the
place of retiring aditor M/s. N.R. Krishnamoorthy & Co, Chartered
Accountant, to hold the position till the conclusion of the ensuing AGM
and is recommended for appointment Your company has received
certificate from A. Chinnappan Chartered accountant, to the effect that
the appointment, if made, would be within the prescribed from A.
Chinnappan Chartered Accountant to the effect that the appointment, if
made would be within the prescribed limits under 224(1B) of Companies
Act,1956.
CORPORATE GOVERNANCE:
The company has always striven to incorporate appropriate standards for
good corporate governance. It has taken adequate steps to ensure that
all mandatory provisions of corporate governance as prescribed under
the amended Listing agreements of the stock exchanges, with which the
company is listed, are complied with. A separate report on corporate
governance is produced as a part of the annual report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS/OUTGO:
The Company has no activity relating to Conservation of energy or
technology absorption. The Company did not have any foreign exchange
earnings or outgo during the year.
STATEMENT UNDER SECTION 217(2A) ON PERSONNEL:
Particulars of Employees pursuant to Section 217 (2A) of the Companies
Act, 1956 are not applicable since none o1 the employees are in receipt
of remuneration in excess of the limits specified herein during the
period under review.
ACKNOWLEDGEMENTS:
The Directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your Company
during the year. Your Directors also express their sincere gratitude to
the Banks, Consultants, Auditors and shareholders for their continued
patronage and Co-operation
By order of the Board,
for Telesys Software Limited
(Usha Natarajan)
DIRECTOR
(Sathya Kumar)
DIRECTOR
Place : Chennai
Date : 6th September 2004
Mar 31, 2003
Your Directors have great pleasure in presenting the Eleventh Annual
Report of the company with audited accounts for the year ended 31st
March 2003.
Rupees in Lakhs
Financial Results: Year ended Year ended
31.03.2003 31.03.2002
Revenue from Operations 805.87 289.43
Profit before Depreciation 124.22 125.56
Less: Depreciation 121.78 119.28
Profit before Tax 2.44 6.28
Provisions for Tax-Current & Deferred 0.81 2.29
Profit After Tax 1.53 3.99
Balance carried forward to Balance Sheet 48.38 46.85
DIVIDEND:
To conserve the reserves & plough back the profits for expansion
activities of the company your directors do not recommend any dividend
for financial year 2002-2003.
REVIEW OF OPERATIONS:-
a) Industry Structure And Development:
The period is beginning of the "Consolidation of Indian Software
Industry" and bodes well for organizations with the ability to create
and maintain strong competitive advantages that can shine in global
markets. The future is vibrant for high quality Indian IT Corporates
that have right management team and proven delivery capabilities.
Specifically, the IT scenario is in its `High growth stages and the
business growth over the next few years will reflect Indias supremacy
in being preferred outsourcing solutions partner.
b) Out Look
The IT industry is now standing at an important juncture and has to
constantly adapt to the fast changing business environment. The market
is fiercely competitive and therefore necessitates marketing efforts to
build the brand equity and differentiate from the competition. Your
company had recognized the need to step up the market positioning
investments early.
c) Internal control systems and their adequacy:
Much has been done in cutting off expenditures in almost all areas.
Manpower is carefully taken in by making systematic study of their
skill and exposure in regard to the projects the company is handling.
Greater care is shown on the effective utilization of these skills by
coordinating all the individual efforts towards the corporate goal
incurring minimal cost.
d) Human Resources and Industrial relations:
Your Directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your Company
during the year. Your Directors also express their sincere gratitude to
the Banks, Consultants, Auditors and shareholders for their continued
patronage and Co-operation
DIRECTORS
Mr. Nagraj Sharma and Mr.G.Anand Rao have relinquished from their
Directorships due to their personal reasons. Mr Anand Rao resigned on
10th December 2002 & Mr.Nagraj Sharma resigned on 30th May 2003. The
board of directors wish to place on records their sincere appreciation
and hard work during their tenure as Director.
DEPOSITS:
The Company has not accepted any deposit from the public.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under Section 217 of the Companies Act. the Directors
hereby confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
2. The Directors had 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 that period;
3. The Directors had 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;
4. The Directors had prepared the annual accounts on a going concern
basis.
AUDITOR AND AUDITOR REPORT:
Members are hereby informed that M/s. N.R.Krishnamoonhy & Co, Chartered
Accountant have been appointed as an Auditor of the company to hold the
position till the conclusion of the ensuing AGM. At the same time M/s.
N.R.Krishnamoonhy & Co, Chartered Accountants have offered their
services to act as Auditors and have also informed the Board that their
appointment If considered would be within the prescribed limits under
224(1 B) of the Companies Act, 1956. The Board requests the members to
consider their appointment from the conclusion of the ensuing AGM till
the conclusion of the subsequent AGM.
CORPORATE GOVERNANCE:
Your company has always striven to Incorporate appropriate standards
for good corporate governance. It has taken adequate steps to ensure
that all mandatory provisions of corporate governance as prescribed
under the amended listing agreements of the stock exchanges, with which
the company is listed, are complied with. A separate report on
corporate governance Is produced as a part of the annual report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS/OUTGO:
The Company has no activity relating to Conservation of energy or
technology absorption. The Company did not have any foreign exchange
earnings or outgo during the year.
STATEMENT UNDER SECTION 217(2A) ON PERSONNEL:
Particulars of Employees pursuant to Section 217 (2A) of the Companies
Act, 1956 are not applicable since none of the employes are in receipt
of remuneration in excess of the limits specified herein during the
period under review.
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your Company
during the year. Your Directors also express their sincere gratitude to
the Banks, Consultants, Auditors and shareholders for their continued
patronage and Co-operation
By order of the Board,
For Telesys Software Limited
(Bhushan Babu) Sathya Kumar
DIRECTOR MANAGING DIRECTOR
Place: Chennai
Date: 29th August 2003
Mar 31, 2002
Your Directors have great pleasure in presenting the Tenth Annual
Report of the company with audited accounts for the year ended 31st
March 2002.
Rupees in Lakhs
Financial Results: Year ended Year ended
31.03.2002 31.03.2001
Sales 214.3 352.08
Profit before Depreciation 125.56 119.68
Less: Depreciation 119.28 104.36
Profit before Tax 6.28 15.32
Provisions for Tax-Current & Deferred 2.29 1.30
Prof it After Tax 3.99 14.02
Profit brought forward 95.41 81.39
Less: Deferred tax liability of prior period 52.50 -
Balance carried forward to Balance Sheet 46.90 95.41
DIVIDEND:
To conserve the reserves and plough back the profits for expansion
activities of the company. Your Directors do not recommend any dividend
for financial year 2001-2002
REVIEW OF OPERATIONS:-
a) Industry Structure And Development:
IT sector has been facing slow down. Sky racketing growth is curtailed.
But results of recent market researches in US and Europe are revealing
encouraging facts. According to them the IT industry would come down
and settle at normalcy and companies with their niche markets would do
well as each company in future would necessarily require technical
support on computerization of their respective systems which should
be tailor made for them.
b) Business Performance & Segment Reporting:
Your Company did not have growth in terms of turnover and net profits
during the year under review. Because the general recession in the
Software Industry had its impact in the turnover. Your Directors are
hopeful that the activities of your company would improve significantly
once the re-orientation strategy is implemented. Members are hereby
informed that Segment wise Reporting is not applicable to your company
since all the investments are deployed in a single line of business
activity i. e. Software Development.
c) Out Look
Your Board of Directors has taken stock of the situation prevailing
both at macro level and micro level markets. They have formulated a
strategy to skive off a hitch market with exclusive clients to the
company, whose needs could be catered by the present technical skills
and marketing advantage of your company. Which is why an overseas
Director had been inducted inside the Board so as to fortify the Board
and as well as to augment the revenues.
d) Internal control systems and their adequacy:
Much has been done in cutting off expenditures in almost all areas.
Manpower is carefully taken in by making systematic study of their
skill and exposure in regard to the projects the company is handling.
Greater care is shown on the effective utilization of these skills by
coordinating all the individual efforts towards the corporate goal
incurring minimal cost.
e) Human Resources and Industrial relations:
Your Directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your Company
during the year. Your Directors also express their sincere gratitude to
the Banks, Consultants, Auditors and shareholders for their continued
patronage and Co-operation
DIRECTORS
M/s. I. Srinivasalu, Sailesh Srivatsava, Thanasing Mosae,
Thirumalachari Sridharan and K. V Viswanathan have relinquished from
their Directorships due to their personal reasons w. e. f. 17th March
2002. On the same day M/s. Sathyakumar. Usha Natarajan, Nagaraj Sharma
and K P Anandan, were appointed, as Additional Directors by the Board
and B. Bhushan Babu was appointed on 30th May 2002 as additional
director. Now the Board recommends them to the members for regularizing
their appointment since their precious knowledge, expertise and market
connections would be of great use to the company.
ENHANCEMENT OF EQUITY & LISTING:
In order to achieve vertical growth, achieve bigger volume of business,
it is proposed to take over the aforesaid companies as wholly owned
subsidiaries by acquiring their entire share capital on swap basis.
Acquiring these companies will leverage the software development
business of the company with help of their current client base,
employee strength, and infrastructure. Therefore it is proposed to
issue 1,32,25,350 equity shares of Rs. 10/- each fully paid on
preferential basis to acquire their entire capital under swapping
arrangement. The company is going to consider this matter in the
extraordinary general meeting scheduled on 15th July 2002.
CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT:
M/s Cameo Corporate Services Ltd. has been appointed as new registrar
and share transfer agent in place of M/s Ankit Consultancy (Pvt) Ltd.
DEPOSITS:
The Company has not accepted any deposit from the public.
DIRECTORS RESPONSIBILITY STATEMENT:
As required under Section 217 of the Companies Act, the Directors
hereby confirm that:
1. In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
2. The Directors had 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 that period;
3. The Directors had 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;
4. The Directors had prepared the annual accounts on a going concern
basis.
AUDITOR AND AUDITORS REPORT:
Members are hereby informed that Mr. N R Krishnamoorthy & Co.,
Chartered Accountant has been appointed as an Auditor of the company to
hold the position till the conclusion of the ensuing AGM. At the same
time M/s. N R Krishnamoorthy & Co, Chartered Accountants have offered
their services to act as Auditors and have also informed the Board that
their appointment if considered would be within the prescribed limits
under 224(1 B) of the Companies Act, 1956. The Board requests the
members to consider their appointment from the conclusion of the
ensuing AGM till the conclusion of the subsequent AGM.
CORPORATE GOVERNANCE:
Your company has always striven to incorporate appropriate standards
for good corporate governance. It has taken adequate steps to ensure
that all mandatory provisions of corporate governance as prescribed
under the amended listing agreements of the stock exchanges, with which
the company is listed, are complied with. A separate report on
corporate governance is produced as a part of the annual report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS/OUTGO:
The Company has no activity relating to Conservation of energy or
technology absorption. The Company did not have any foreign exchange
earnings or outgo during the year.
STATEMENT UNDER SECTION 217(2A) ON PERSONNEL:
Particulars of Employees pursuant to Section 217 (2A) of the Companies
Act, 1956 are not applicable since none of the employees are in receipt
of remuneration in excess of the limits specified herein during the
period under review.
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their deep appreciation of the
dedication and commitment of employees to the growth of your Company
during the year. Your Directors also express their sincere gratitude
to the Banks, Consultants, Auditors and shareholders for their
continued patronage and Co-operation
By order of the Board,
for TELESYS SOFTWARE LIMITED
(MR. SATHYA KUMAR) (G. ANAND RAO)
Director Managing Director
Place: Chennai
Date: 29th June 2002
Mar 31, 2001
Yours Directors have great pleasure in presenting the Ninth Annual
Report of the company with audited accounts for the year ended 31st
March 2001.
DEPOSITS :
The Company has not accepted any deposit from the public.
DIRECTORS :
Shri K. Viswanathan were appointed as additional Directors of the
Company by the Board of Directors.
In accordance with the provisions of the Companies Act, 1956 and the
Companies Articles of Association Shri Thanasingh Mosae & Shri
Thirumalachari Sridharan are due to retire by rotation and are eligible
for re appointment.
DIRECTORS RESPONSIBILITY STATEMENT :
As required under Section 217 of the Companies Act, the Directors
hereby confirm that
1. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures.
2. The Directors had 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 that period;
3. The Directors had 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;
4. The Directors had prepared the annual accounts on a going concern
basis.
AUDITORS AND AUDITORS REPORT :
SHRI.N.R. KRISHNAMOORTHY & CO, Chartered Accountants, Chennai, the
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting. The Company has received letters from them to
the effect that their appointment, if made, would be within the
prescribed limits under section 224(1B) of the Companies Acts,1956.
Accordingly, the said auditors will be appointed as Auditors of the
Company at the ensuing Annual General Meeting. The notes to the
accounts referred to in the Auditors Report are self-explanatory and,
therefore do not call for any further comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS/OUTGO :
The Company has no activity relating to Conservation of energy or
technology absorption. The Company did not have any foreign exchange
earnings or outgo during the year.
PERSONNEL :
Particulars of Employees pursuant to Section 217(2A) of the Companies
Act, 1956 are not applicable since none of the employees are in receipt
of remuneration in excess of the limits specified herein during the
period under review.
ACKNOWLEDGEMENTS :
The Directors wish to place on record their appreciation of the
dedicated and untiring hard work put by the employees at all levels.
The Directors would like to thank the Banks, Consultants, auditors and
above all the shareholders and valued Customers for their continued
support and patronage.
For and on behalf of the Board,
(I. Srinivas) (G. Anand Rao)
DIRECTOR MANAGING DIRECTOR
Mar 31, 2000
The Directors have great pleasure in presenting the Eighth annual
Report of the company with audited accounts for the year ended 31st
March, 2000.
FINANCIAL RESULTS Year ended 31.03.2000 Year ended 31.03.1999
Rs. Rs.
PROFIT BEFORE DEPRECIATION 7706713 5366042
LESS : DEPRECIATION 3197484 1674814
Less Miscellaneous Expenditure
written off 608807 4983
PROFIT BEFORE TAX 3900422 3686245
LESS : PROVISION FOR TAX 411873 387056
PROFIT AFTER TAX 3488549 3299189
BALANCE BROUGHT FORWARD 4650325 1351136
BALANCE CARRIED FORWARD TO BALANCE SHEET 8138874 4650325
The Directors are hopeful that the activities of the Company would
improve during the Current financial year.
Dividend :
The Directors do not recommend any dividend for financial year
1999-2000 and plan to plough back the profits for expansion activities
of the company.
BUSINESS PERFORMANCE :
During the year, the company recorded an impressive growth in sales of
61.79 percent of Rs. 14291860 from Rs. 8830745 in the previous year.
The Company has acquired office space in Chennai for software lab and
has incurred Rs. 160 lakh towards hardwares, office equipments,
furnitures and software. The full fledged software lab will be
operational shortly.
PROSPECTS :
Telesysindia.com web site is being developed for on line consultancy &
manpower consultancy.
Company has developed in house products for internet applications using
case tools.
The Company focus primarily on e.commere, banking and finance &
internet applications.
CONVERSION TO PUBLIC COMPANY :
The Company became a public Company by dealing from its Articles of
Association, the provisions applicable to the Private Company by a
special resolution passed at the Extraordinary General Meeting held on
November 22nd, 1999.
PUBLIC ISSUE :
The public issue of 50,00,000 lakhs equity shares of Rs. 1-/- each for
cash at a premium of Rs. 5/- per share (price of Rs. 15/- per)
aggregating 750 lakhs of the company which opened for the public
subscription on 10th February, 2000 received an overwhelming response
from the investors, and was over subscribed by 21 times. The Company
has made allotment of shares in consultant with the Madras Stock
Exchange. The equity shares of the company have been listed on the
Mumbai & The Madras Stock Exchanges.
DEPOSITS :
The Company has not accepted any deposit form the public.
DIRECTORS :
Shri G. Anand Rao, has been appointed as Managing Director. Shri
Thuirumalachari Sridharan and Shri Shailesh Shrivastava were appointed
as additional Directors of the Company by the Board of Directors.
In accordance with the provisions of the Companies Act, 1956 and the
Companies Articles of Association Shri g. Anand Rao & Shri I.
Srinivas are due to retire by rotation and are eligible for
re-appointment.
AUDITORS AND AUDITORS REPORT :
SHRI. N.R. KRISHNAMOORTHY & CO, Chartered Accountants, Chennai, the
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting. The Company has received letters from them to
the effect that their appointment, if made, would be within the
prescribed limits under section 224(1B) of the Companies Act, 1956.
Accordingly, the said auditors will be appointed as Auditors of the
Company at the ensuing Annual General Meeting. The notes to the
accounts referred to in the Auditors Report are self-explanatory and,
therefore do not call for any further comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNIGNS/OUTGO :
The Company has no activity relating to Conservation of energy or
technology absorption. The Company did not have any foreign exchange
earnings or outgo during the year.
Y2K COMPLIANCE :
As a result of comprehensive planning and virus implementation of
various schemes for Y2K compliance the Company did not encounter any
break down or other problems and all its operations continued in an
uninterrupted manner during the year.
LISTING REQUIREMENTS.
The shares of the Company are listed on the Madras and Mumbai Stock
Exchanges. The annual listing fee stands paid up for three years.
DEPOSITORY SYSTEM :
The Company has entered into an agreement with the Central Depository
Services for dematerialisation of the Company's Securities in
accordance with the provisions of the Depository Regulation. With this
the members have the option/discretion to hold their demat Shares in
the Company through the National Securities Depository Limited or the
Central Depository Services (India) Limited.
CORPORATE GOVERNANCE :
The Securities and Exchange Board of India has considered the
recommendation of a committee on corporate Governance constituted under
the Chairmanship of Shri. Kumar Mangalam Birla and advised all the
stock exchanges to incorporate a new clause on corporate Governance in
the listing agreement. The Madras Stock Exchange has incorporated a
clause 45 in the listing agreement on Corporate Governance with regard
to composition of Board of Directors, Audit Committee, remuneration of
Directors, Board Meeting Procedures, Management Discussions and
Analysis about the business. The Company in line with the latest
developments in the Corporate India, would take necessary steps to
implement better corporate governance. The Company is committed to the
Principles of good corporate governance. The Company would take every
step to ensure transparency in operations and continuously strive
towards enhancing shareholders value.
PERSONNEL :
Particulars of Employees pursuant to Section 217(2A) of the Companies
Act, 1956 are not applicable since none of the employees are in receipt
of remuneration in excess of the limits specified herein during the
period under review.
Mar 31, 1999
The Directors have great pleasure in presenting the Seventh Annual
Report of the Company with audited accounts for the year ended 31st
March, 1999.
FINANCIAL RESULTS :
Year ended Year ended
31.03.1999. 31.03.1998.
Rs. Rs.
Profit before Depreciation 5366042 1693244
Less : Depreciation 1674814 1049911
Less : Miscellaneous Expenditure
Written Off 4983 4983
Profit before tax 3686245 638350
Provision for taxation 387056 67026
Net Profit-after tax 3299189 571324
Profit brought forward 1351136 779812
Balance Carried forward to 4650325 1351136
Balance Sheet
The Directors are hopeful that the activities of the Company would
improve during the Current financial year.
DEPOSITS :
The Company has not accepted any deposit from the public.
AUDITORS
M/S. KRISHNA MOORTHY & CO, Chartered Accountants, Chennai, the Auditors
of the Company hold office until the conclusion of the ensuing Annual
General Meeting. The Company has received letters from them to the
effect that. their appointment, if made, would be within the
prescribed limits under section 224(1B) of the Companies Act, 1956.
Accordingly, the said auditors will be appointed as Auditors of the
Company at the ensuing Annual General Meeting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS/OUTGO.
The Company has no activity relating to Conservation of energy or
technology absorption. The Company did not have any foreign exchange
earnings or outgo during the year.
PERSONNEL :
Particulars of Employees pursuant to Section 217 (2A) of the Companies
Act, 1956 are not applicable since none of the employees are in receipt
of remuneration in excess of the limits specified herein during the
period under review.
Mar 31, 1998
Information is not available.
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