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Directors Report of Elnet Technologies Ltd.
Mar 31, 2025
Your directors are pleased to present the 34th Annual Report, along with the Annual Audited
Financial Statements of your Company, for the Financial Year ended March 31,2025.
FINANCIAL HIGHLIGHTS
The Financial Performance of your company is stated hereunder:
|
S. NO |
PARTICULARS |
2024-25 |
2023-24 |
|
1. |
Revenue from operations |
2,303.00 |
2,614.97 |
|
2. |
Other income |
1,022.29 |
827.82 |
|
3. |
Total revenue |
3325.30 |
3,442.79 |
|
4. |
Expenses |
1,035.41 |
1,089.28 |
|
5. |
Profit before exceptional items and tax |
2,289.89 |
2,353.51 |
|
6. |
Exceptional items |
0.00 |
0.00 |
|
7. |
Profit before tax |
2289.89 |
2,353.51 |
|
8. |
Tax expense |
534.67 |
604.33 |
|
9. |
Profit for the period |
1755.22 |
1,749.18 |
|
10. |
Other comprehensive income, net of income tax |
1.39 |
2.77 |
|
11. |
Total comprehensive income for the period |
1756.61 |
1,751.95 |
|
12. |
Earnings per share |
43.88 |
43.73 |
PERFORMANCE OF THE COMPANY
STATE OF THE COMPANYâS AFFAIRS:
During the Financial Year 2024 - 25, there was no significant change in the business model of
the company.
DIVIDEND
The Board of Directors at their meeting held on Tuesday, July 22, 2025, is pleased to recommend
a final dividend of 19% i.e., Rs. 1.90/- on the Equity Shares of the Company for the Financial
Year ended March 31,2025. The dividend, if approved by the Shareholders will be paid within
the statutory period to all those equity shareholders whose names appear on the Register of
Members of the Company as on Monday, September 01,2025, being the record date.
Pursuant to the Income-Tax Act, 1961, dividend income is taxable in the hands of the
Shareholders and the Company is required to deduct tax at source from such dividend at the
prescribed rates. A separate communication providing detailed information and instructions
with respect to tax on the Final Dividend for the Financial Year ended March 31,2025, is being
sent to the Shareholders.
SHARE CAPITAL:
During the Financial Year under review, your Company has not issued any type of shares.
Hence there is no change in the share capital of the company.
TRANSFER TO RESERVES:
The Company retained the entire surplus in the Profit and Loss Account and hence no transfer
to the General Reserve was made during the Financial Year.
TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to Section 124 of the Companies Act, 2013, read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or
unclaimed dividends are required to be transferred by the Company to the Investor Education
and Protection Fund (IEPF) established by the Central Government, after completion of Seven
Consecutive Years from the date of transfer to unpaid dividend account. Further, according
to the Rules, the shares in respect of which dividend has not been paid or claimed for Seven
Consecutive Years or more shall also be transferred to the DEMAT account of IEPF Authority.
Transfer of Unpaid/Unclaimed Dividend Amount/Shares pertaining to the dividend declared in
the Financial Year ended March 31,2018, to Investor Education and Protection Fund (IEPF).
The due date for transfer of Unpaid/Unclaimed Dividend Amount and corresponding Shares
for the dividend declared during the Financial Year ended 31st March 2018, is September
06th , 2025. In compliance with the provision, during the Financial year 2024-25 the Company
had sent intimation to the eligible shareholders and had also issued advertisement in the
newspaper seeking action from the shareholders who have not claimed their dividends for
seven consecutive years or more for the dividend declared during the Financial Year ended
March 31st, 2018. Accordingly, after the expiry of the due date for claiming the unpaid/
unclaimed dividend, the Company will transfer such unpaid or unclaimed dividends along with
the corresponding shares for the Financial Year ended 31st March 2018, to IEPF authority.
Details of shares/shareholders in respect of which dividend has not been claimed, are available
on the website of the company www.elnettechnologies.com (Investors/ Compliances/ Unpaid
Dividend Data/year 2025). Members are requested to ensure that they claim the dividends and
shares referred to above before they are transferred to the said Fund.
Members/claimants whose shares, and/or unclaimed dividend, have been transferred to the
IEPF DEMAT Account or the Fund, as the case may be, may claim the shares or apply for
refund of dividend by making an application to the IEPF Authority in Form IEPF-5 (available on
http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to
time. The Member/claimant can file only one consolidated claim in a Financial Year as per the
IEPF Rules.
CASH FLOW STATEMENT:
In compliance with the provisions of Section 134 of the Companies Act, 2013 and Regulation
34(2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Cash flow statement for the Financial Year ended March 31, 2025, forms part of this Annual
Report.
NUMBER OF MEETINGS OF THE BOARD & COMMITTEES:
The Board of Directors met 04 (Four) times during the Financial Year ended March 31,2025.
i.e., 29th May, 2024, 29th July, 2024, 14th November 2024, 13th February, 2025.
The gap between the Board meetings was within the period prescribed under the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Details regarding attendance of directors at the Board Meetings and the particulars of meeting
of all Committees held during the Financial Year ended March 31, 2025, are given in the
Corporate Governance report forming part of this Annual Report.
PASSING OF BOARD RESOLUTION BY CIRCULATION:
During the Financial Year 2024-25, the Board of Directors of the Company passed the following
resolutions by circulation:
1. Appointment of Mr. Pattabhi Venkata Raman(DIN: 10755620) and Mr. Nataraj Prakash
(DIN: 10762549) as a Non- Executive Additional Director designated as Independent
Directors with effect from Friday, September 06, 2024 through a Circular Resolution.
2. Reconstitution of following committees approved by Circular Resolution passed on
September 06, 2024
Mr. Nataraj Prakash was appointed as a member of the Corporate Social Responsibility
(CSR) Committee with effect from September 06, 2024.
i) Audit Committee
ii) Stakeholder Relationship Committee
iii) Nomination and Remuneration Committee
iv) Corporate Social Responsibility Committee
v) Share Transfer Committee
3. Resolution by Circulation dated March 29, 2025, for appointment of Mrs. Madura Ganesh
(DIN: 02456676) as an Additional Director in the category of Independent Director,
pursuant to the provisions of Section 149, 152 and 161 of the Companies Act, 2013.
AUDIT COMMITTEE:
Pursuant to Section 177(8) of the Companies Act 2013 and Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted
an Audit Committee. The particulars of the Composition of the Audit Committee, meetings held
during the financial year and other particulars have been detailed in the Corporate Governance
Report forming part of this Annual Report.
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT
ACCEPTED BY THE BOARD ALONG WITH REASONS:
The Audit Committee generally makes certain recommendations to the Board of Directors
of the Company during their meetings held, to consider any financial results (Unaudited and
Audited) and such other matters placed before the Audit Committee as per the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
from time to time. For the Financial Year 2024-25, the Board of directors has considered
all the recommendations made by the Audit Committee and has accepted and carried on
the recommendations suggested by the Committee to its satisfaction. Hence there are no
recommendations unaccepted by the Board of Directors of the Company during the Financial
Year under review.
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
CHANGE IN DIRECTORS - APPOINTMENT/REAPPOINTMENT, CHANGE IN DESIGNATION
AND RESIGNATION:
During the Financial Year ended March 31, 2025, pursuant to the Articles of Association of
the Company and reference to the resolution passed at the Meeting of Board of Directors are
detailed below:
APPOINTMENT:
a) Appointment of Mr. Dr. K P Karthikeyan (DIN:08218878) in the Board meeting held on
13th May, 2025 with effect from 18th February, 2025.
b) Appointment of Mr. Madura Ganesh (DIN: 02456676) as Additional Independent Director
by way of Circular Resolution dated March 29, 2025 passed by the board of directors.
c) Appointment of Mr. Pattabhi Venkata Raman (DIN: 10755620) as Additional Independent
Director with effect from 06th September, 2024 by way of circular resolution.
d) Appointment of Mr. Nataraj Prakash (DIN: 10762549) as Additional Independent Director
with effect from 06th September, 2024 by way of circular resolution.
e) Appointment of Mr. Venkatesan Kumaresan (DIN: 10646507) as Additional Independent
Director with effect from 29th May, 2024.
f) Appointment of Mr. Praveen Prabhakaran Nair (DIN: 07923959) as Chairman and Non¬
Executive Additional Director with effect from 29th May, 2024.
g) Appointment of Mr. Ramu Kannan (DIN: 08562787) as Chairman and Non-Executive
Additional Director with effect from 29th July, 2024.
RESIGNATION:
a) Mr. Gangadaran Chellakrishna (DIN: 01036398) resigned from the Board of the Company
w.e.f. 22nd April, 2024. The Board extends its sincere gratitude for his services and support
during his tenure as Non-Executive Independent Director
b) Mr. Kirubanandan (DIN: 08952166) resigned from the Board of the Company w.e.f. 02nd
May, 2024 The Board extends its sincere gratitude for his services and support during his
tenure as Non-Executive Director
c) Mr. Aneesh Sekhar Somasekharannair (DIN: 07887010) resigned from the Board of the
Company w.e.f. May 24, 2024. The Board extends its sincere gratitude for his services
and support during his tenure as Chairperson and Non-Executive Director.
d) Mr. Praveen Prabhakar Nair (DIN: 07923959) resigned from the Board of the Company
w.e.f. 23rd July, 2024 The Board extends its sincere gratitude for his services and support
during his tenure as Chairman and Non-Executive Additional Director.
e) Mr. Govindasamy Senrayaperumal (DIN: 01458026) resigned from the Board of the
Company w.e.f. 29th July, 2024 The Board extends its sincere gratitude for his services
and support during his tenure as Non-Executive Independent Director.
f) Mr. Kadher Mohideen Kasim (DIN: 02959356) resigned from the Board of the Company
w.e.f. 29th July, 2024 The Board extends its sincere gratitude for his services and support
during his tenure as Non-Executive Independent Director.
g) Mr. Ganapathi Ramachandran (DIN: 00103623) resigned from the Board of the Company
w.e.f. 29th July, 2024 The Board extends its sincere gratitude for his services and support
during his tenure as Non-Executive Independent Director.
h) Mr. Karthik Seshadri Harikrishnan (DIN: 00203319) resigned from the Board of the
Company w.e.f. 29th July, 2024 The Board extends its sincere gratitude for his services
and support during his tenure as Non-Executive Independent Director.
RETIRE BY ROTATION:
Pursuant to Section 152(6)(c) of the Companies Act, 2013, Mr. Ravi Janakiraman
(DIN: 00042953) and Mr. Chakkolath Ramachandran (DIN: 00050893) retired by rotation at
the 33rd Annual General Meeting of the Company held on Saturday, September 25, 2024, and
being eligible and willing, were re-appointed.
CHANGE IN KEY MANAGERIAL PERSONNEL:
There were following changes in Key Managerial Personnel in the Company during the
Financial Year March 31,2025.
⢠Resignation of Mr. Ritesh Shivkumar Mishra from the post of Company Secretary and
Compliance Officer (Membership No. A63025) with effect from 13th February, 2025.
⢠Resignation of Mrs. Duraisamy Indumathi from the post of Chief Financial Officer (CFO)
of the Company with effect from 14th November, 2024.
⢠Appointment of Mr. D. Srinivas Rao, as the Chief Financial Officer (CFO) of the Company
with effect from, 14th November, 2024.
ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual Return
as per the provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on the
website of the Company www.elnettechnologies.com
INDEPENDENT DIRECTORSâ DECLARATION:
The Company has received declarations from all the Independent Directors on the board of
the Company at on the end of Financial Year 2024 - 25 confirming that they continue to meet
with the criteria of Independence as prescribed under Section 149(6) of the Companies Act,
2013 and Regulation 25 & 16 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and amendments made under thereto.
In the opinion of the Board, all the Independent Directors are persons of integrity and are
experts in various fields of Finance, Law, Technology, Engineering and Commerce and have
more than 20 years of vast experience. All the Independent Directors of the Company have
complied with the provision of Section 150 of the Companies Act, 2013.
Hence in the opinion of the Board all the Independent Directors of the Company fulfill the
conditions specified in the Listing Regulations and are independent of the management.
CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Schedule-V thereof, the report on Corporate Governance and
the certificate of Practicing Company Secretaries regarding compliance with the conditions of
Corporate Governance has been furnished in the Annual Report as ANNEXURE-VI and forms
part of the Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Schedule-V thereof, the Management Discussion and Analysis
report has been annexed to the Boards Report as ANNEXURE-IV and forms part of the Annual
Report.
COMPLIANCE WITH CODE OF CONDUCT:
A code of conduct has been adopted by the company, the Board of Directors and the Senior
Management personnel. The said Code of Conduct can be accessed on the website of
the company, i.e., www.elnettechnologies.com. As of March 31, 2025, every member of the
Board and every member of senior management has confirmed that they are in conformity with
the Code.
As required under Regulation 34(3) and Schedule V (D) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a declaration from Mrs. Unnamalai Thiagarajan,
Managing Director of the Company to this effect is annexed to the report on Corporate
Governance which forms part of this Annual Report.
LISTING OF SHARES:
The equity shares of the Company are listed on the Stock Exchange viz., BSE Limited (BSE).
The Company has paid the applicable annual listing fees to the Stock Exchanges within the
stipulated time.
DEMATERIALISATION OF EQUITY SHARES:
As on March 31, 2025, 39,06,385 numbers of equity shares are held in dematerialized form,
which constitutes 97.66% of total shareholding. The Company urges its shareholders to
dematerialize the remaining physical shares also at the earliest.
ACCEPTANCE OF DEPOSITS:
During the Financial Year under review, your Company neither accepted any deposits nor
there were any amounts outstanding at the beginning or end of the Financial Year which
were classified as âDepositsâ in terms of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of
details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013
is not applicable.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Sections 134(3) (c) and 134(5) of the Companies Act, 2013,
in relation to the audited financial statements of the Company for the Financial Year ended
March 31,2025, the Board of Directors hereby confirms that:
a) I n the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanations relating to material departures wherever
applicable.
b) The Directors have selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent to give a true and fair
view of the state of affairs of your Company as of March 31,2025, and of the profit of your
Company for the year ended on that date.
c) The Directors have taken proper and sufficient care of the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of your Company and for preventing and detecting fraud and
other irregularities.
d) The Directors have prepared the annual accounts on a âGoing Concernâ basis.
e) The Directors have laid down internal financial controls to be followed by your Company
and that such internal financial controls are adequate and are operating effectively and
f) The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
In compliance with the requirements of Section 135 and Schedule VII of the Companies
Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014,
as amended, the Board of Directors have framed a policy on CSR as recommended by the
CSR committee duly constituted and the said policy is available on the Companyâs website
www.elnettechnologies.com. The composition and terms of reference of the CSR Committee
are detailed in the Corporate Governance Report forming part of this Annual Report.
The disclosure on Corporate Social Responsibility initiatives during the Financial Year has
been provided in ANNEXURE-III, which forms part of this Annual Report.
STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, as amended, M/s. Selvam & Suku, Chartered Accountants,
Chennai, were appointed as Statutory Auditors of your Company in the 31st Annual General
Meeting of the Company for a term of 5 years till the conclusion of 36th Annual General
Meeting.
The Annual Accounts of the Company including its Balance Sheet, Statement of Profit and
Loss and Cash Flow Statement including the Notes and Schedules to the Accounts have been
audited by M/s. Selvam & Suku, Chartered Accountants, Chennai.
The Independent Auditors Report given by the Auditors on the financial statements of the
Company forms part of the Annual Report. There has been no qualification, reservation, adverse
remark or disclaimer given by the Auditors in their Report which requires any explanation/
comments by the Board.
SECRETARIAL AUDITOR:
Pursuant to the Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors
had appointed M/s. BP & Associates, Practicing Company Secretaries, Chennai as the
Secretarial Auditors of the Company for conducting the Secretarial Audit for the Financial Year
2024-25.
|
S.NO |
Remarks from Secretarial Auditor |
Board Comments |
|
1. |
During the period under review, the ⢠Regulation 17(1) - Non - compliance ⢠Regulation 18(1) - Non-Compliance |
The Board of Directors acknowledges the In order to regularize the non-compliances, |
|
2. |
During the period under review, |
The Board of Directors confirms that corrective |
|
3. |
During the period under review, it has |
The Board of Directors regrets the non-filing |
Apart from the above-mentioned remarks, the Secretarial Audit Report for the Financial Year
2024-25 does not contain any other remarks, adverse qualifications, reservations, or disclaimers
that require further explanation or comments from the Board. The Secretarial Audit Report is
included in this Annual Report and is annexed as ANNEXURE-V.
INTERNAL AUDITOR:
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto)
if any of the Companies Act, 2013, M/s. Ajay Kumar and Associates, Chartered Accountants,
Chennai were appointed as the Internal Auditors of the Company for the Financial Year
2024-25.
The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed
each quarter in consultation with the Audit Committee. These audits are based on risk-based
methodology and inter alia involve the review of internal controls and governance processes,
adherence to management policies and review of statutory compliances. The Internal Auditors
share their findings on an ongoing basis during the financial year for corrective action. The
Audit Committee oversees the work of Internal Auditors.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
During the Financial Year 2024-25, your Company has complied with applicable Secretarial
Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.
PARTICULARS OF EMPLOYEES:
The information as required under the provisions of Section 197(12) of the Companies Act,
2013 and read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are set out in ANNEXURE - I attached herewith which
forms part of this report.
The statement containing such particulars of employees as required in terms of the provisions
of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report.
CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
|
Steps taken or impact on conservation of energy |
The operations of the Company are not |
|
Steps taken by the company for utilizing alternate |
|
|
Capital investment on energy conservation |
TECHNOLOGY ABSORPTION:
|
Efforts made towards technology absorption |
Not Applicable |
|
Benefits derived like product improvement, |
|
|
Expenditure on Research & Development if any |
|
|
Details of technology imported if any |
|
|
Year of import |
|
|
Whether imported Absorbed |
|
|
Areas where absorption of imported technology |
B. FOREIGN EXCHANGE EARNING AND OUTGO:
|
Particulars |
Amount (In Lakhs) |
|
Total Foreign exchange earned |
NIL |
|
Total Foreign exchange outgo |
NIL |
ANNUAL BOARD EVALUATION AND FAMILIARIZING PROGRAMME:
The Board has carried out an annual evaluation of its own performance, the directors
and Committees of the Board based on the guidelines formulated by the Nomination &
Remuneration Committee under Self- evaluation method. Board composition, quality and
timely flow of information, frequency of meetings, and level of participation in discussions were
some of the parameters considered during the evaluation process. A note on the familiarizing
programme adopted by the Company for the orientation and training of the Directors and the
Board evaluation process undertaken in compliance with the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is provided in the Corporate Governance Report which forms part of this Report. Further, the
Independent Directors of the Company met once during the Financial Year on February 13th
, 2025, to review the performance of the Non- Executive Directors, Chairman of the Company
and performance of the Board as a whole. Details regarding the familiarization programme are
also available on the website of the Company.
AS PER THE SEBI CIRCULAR SEBI/HO/CFD/CMD/CIR/P/2018/79 DATED 10TH MAY 2018,
THE FOLLOWINGS DETAILS ARE BEING PROVIDED ON BOARD EVALUATION:
|
Observations of board evaluation |
There were no observations arising out of board |
|
|
Previous yearâs |
observations and |
There were no observations during the previous year |
|
Proposed actions based on current |
As there were no observations, the action to be taken |
|
NOMINATION AND REMUNERATION POLICY:
The Company believes that a diverse and inclusive culture is integral to its success. A
diverse Board, among others, will enhance the quality of decisions by utilizing different skills,
qualifications, professional experience, and knowledge of the Board members necessary
for achieving sustainable and balanced development. Accordingly, the Board, based on the
recommendation of the Nomination and Remuneration Committee has formulated a policy
on Directorâs appointment, remuneration of Directors, Key Managerial Personnel and Senior
Management of the Company. The policy covers the appointment, including criteria for
determining qualification, positive attributes, independence and remuneration of its Directors,
Key Managerial Personnel and Senior Management Personnel. The key highlights of the policy
forms part of this Report. The Nomination and Remuneration Policy may be accessed on
the Companyâs website at https://www.elnettechnologies.com/Document/Nomination-And-
Remuneration-Policy.pdf
AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF
THE COMPANY:
The Company has formulated the Nomination and Remuneration Policy in compliance with
Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Part
D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended from time to time. This policy governs the criteria for deciding the remuneration for
Directors and Key Managerial Personnel. It is affirmed that the remuneration to Directors and
Key Managerial Personnel is being fixed based on the criteria and parameters mentioned in the
above-mentioned policy of the Company.
BOARD DIVERSITY:
The Company recognizes and values the importance of a diverse board as part of its corporate
governance and success. The Company believes that a truly diverse Board will leverage
differences in ideas, knowledge, thought, perspective, experience, skill sets, age, ethnicity,
religion, and gender, which will go a long way in retaining its competitive advantage.
ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) of the Companies Act 2013 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated
a whistle blower mechanism for directors and employees to report concerns about unethical
behaviour, actual or suspected frauds or violation of the Companyâs code of conduct and ethics.
The Audit Committee oversees the functioning of Whistle Blower Policy. The Whistle Blower
Policy covering all the employees and directors is available in the Companyâs website at https://
www.elnettechnologies.com/Document/Vigil-Mechanism-Policy-and-Whistle-Blower-Policy.pdf
PARTICULARS OF LOANS, INVESTMENT OR GUARANTEES:
The Company has not given any loans or guarantees covered under the provision of Section
186 of the Companies Act, 2013. The details of the investments made by the Company are
given in the notes for the financial statements which form part of this Annual Report.
RISK MANAGEMENT POLICY:
Pursuant to section 134(3)(n) of the Companies Act, 2013 the Company has framed Risk
Management Policy which lays down the framework to define, assess, monitor, and mitigate the
business, operational, financial, and other risks associated with the business of the Company.
The Company has been addressing risks impacting the Company in the Management
Discussion and Analysis Report which forms part of this Annual Report.
During the Financial Year the Company has not identified any element of risk which may
threaten the existence of the Company.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has Internal Complaints Committees as required under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company firmly provides a safe, supportive, and friendly workplace environment
- a workplace where our values come to life through the underlying behaviours. A positive
workplace environment and a great employee experience are integral parts of our culture.
During the year under review, there were no cases filed pursuant to the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year and the date of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year, the Company has not entered into any new contracts / arrangements
with related parties which qualify as material in accordance with the Policy of the Company on
materiality of related party transactions.
There are no materially significant related party transactions that may have potential conflict
with the interest of the company at large.
The details of the Related Party Transactions as per Indian Accounting Standards (Ind AS) - 24
are set out in Note No. 37 to the Financial Statements of the Company.
Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013 read with Rule 8 (2)
of the Companies (Accounts) Rules, 2014 is set out the ANNEXURE - II to the report.
The policy on Related Party Transactions as approved and can be accessed at the website
of the Company https://www.elnettechnologies.com/Document/Related%20 Party % 20
Transaction%20policy.pdf adopted by Board.
REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF THE
COMPANIES ACCOUNTS RULES, 2014:
Change in nature of business, if any: NIL
Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures, or
associate companies during the year: N.A.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS
OPERATIONS IN FUTURE:
There have been no significant and material orders passed by the courts or regulators or
tribunals impacting the going concern status and Companyâs operations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an adequate internal control system which commensurate with the size,
scale, and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy
and adequacy of the internal control system in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the Company. Based on the
report of internal audit function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. A report of Auditors pursuant to Section 143(3) (i)
of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed
with the Auditors report.
MATERNITY BENEFITS:
The Board 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.
COST AUDIT:
The provisions related to cost audits are not applicable to the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:
The auditors of the Company have confirmed that during the course of their audit, no material
fraud, either by the Company or on the Company by its officers or employees, was noticed or
reported. This is stated in the Independent Auditorsâ Report, which forms part of this Annual
Report. Hence, there is nothing to report to the Audit Committee or Board of Directors.
PERSONNEL:
Employee relations have been very cordial during the Financial Year ended March 31, 2025.
The Board wishes to place on record its appreciation to all the employees in the Company for
their sustained efforts and immense contribution to the high level of performance and growth of
the business during the Financial Year. The Management team of the Company comprises of
experienced passionate driven professionals committed to organizational goals.
ACKNOWLEDGEMENT:
Your directors gratefully acknowledge the continued support and Co-Operation of Government
of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., (ELCOT).
The Directors also thank the Bankers, Axis Bank - Thiruvanmiyur Branch, State Bank of India
- Industrial Finance Branch, Chennai, Canara Bank - Tidel Park Branch, Axis Bank - Chennai
Main Branch, Mylapore and the Companyâs customers, dealers, vendors and sub-contractors
for their valuable support and assistance extended during the Financial Year.
The Directors wish to place on record their appreciation of the good work done by all the
employees of the Company during the year under review.
For and on behalf of the Board of Directors, of Elnet Technologies Limited
Sd /- Sd/-
Unnamalai Thiagarajan K P Karthikeyan
Managing Director Chairman
Place: Chennai DIN: 00203154 DIN: 08218878
Date: 22/07/2025
Mar 31, 2024
Your directors are pleased to present the 33rd Annual Report, along with the Annual Audited Financial Statements of your Company, for the Financial Year ended March 31, 2024.
FINANCIAL HIGHLIGHTS:
|
The Financial Performance of your company is stated hereunder: |
(Rs. In Lakhs) |
||
|
Sr. No. |
Particulars |
2023-24 |
2022-23 |
|
1 |
Revenue from operations |
2,614.97 |
2,460.83 |
|
2 |
Other income |
827.82 |
610.03 |
|
3 |
Total revenue |
3,442.79 |
3,070.86 |
|
4 |
Expenses |
1,089.28 |
1,202.96 |
|
5 |
Profit before exceptional items and tax |
2,353.51 |
1,867.90 |
|
6 |
Exceptional items |
0.00 |
0.00 |
|
7 |
Profit before tax |
2,353.51 |
1,867.90 |
|
8 |
Tax expense |
604.33 |
498.41 |
|
9 |
Profit for the period |
1,749.18 |
1,369.49 |
|
10 |
Other comprehensive income, net of income tax |
2.77 |
-0.14 |
|
11 |
Total comprehensive income for the period |
1,751.95 |
1,369.35 |
|
12 |
Earnings per share |
43.73 |
34.24 |
PERFORMANCE OF THE COMPANY:
STATE OF THE COMPANY''S AFFAIRS:
During the Financial Year 2023-24, there was no significant change in the business model of the company. DIVIDEND:
The Board of Directors at their meeting held on Monday, July 29, 2024, is pleased to recommend a final dividend of 17% i.e., Rs. 1.70/- on the Equity Shares of the Company for the Financial Year ended March 31, 2024. The dividend, if approved by the Shareholders will be paid within the statutory period to all those equity shareholders whose names appear on the Register of Members of the Company as on Tuesday, September 17, 2024, being the record date.
Pursuant to the Income-Tax Act, 1961, dividend income is taxable in the hands of the Shareholders and the Company is required to deduct tax at source from such dividend at the prescribed rates. A separate communication providing detailed information and instructions with respect to tax on the Final Dividend for the Financial Year ended March 31, 2024, is being sent to the Shareholders.
SHARE CAPITAL:
During the Financial Year under review, your Company has not issued any type of shares. Hence there is no change in the share capital of the company.
TRANSFER TO RESERVES:
The Company retained the entire surplus in the Profit and Loss Account and hence no transfer to the General Reserve was made during the Financial Year.
TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to Section 124 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of Seven Consecutive Years from the date of transfer to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed for Seven Consecutive Years or more shall also be transferred to the demat account of IEPF Authority. Transfer of Unpaid/Unclaimed Dividend Amount/Shares pertaining to the dividend declared in the Financial Year ended March 31, 2017, to Investor Education and Protection Fund (IEPF)
The due date for transfer of Unpaid/Unclaimed Dividend Amount and corresponding Shares for the dividend declared during the Financial Year ended March 31, 2017, is August 08, 2024. In compliance with the provision, during the Financial Year 2023-2024, the Company had sent intimation to the eligible shareholders and had also issued advertisement in the newspaper seeking action from the shareholders who have not claimed their dividends for seven consecutive years or more for the dividend declared during the Financial Year ended March 31, 2017. Accordingly, after the expiry of the due date for claiming the unpaid/ unclaimed dividend, the Company will transfer such unpaid or unclaimed dividends along with the corresponding shares for the Financial Year ended March 31, 2017, to IEPF authority.
Details of shares/shareholders in respect of which dividend has not been claimed, are available on the website of the company www.elnettechnologies.com (Investors/ Compliances/ Unpaid Dividend Data/year 2024). Members are requested to ensure that they claim the dividends and shares referred to above before they are transferred to the said Fund.
Members/claimants whose shares, and/or unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund of dividend by making an application to the IEPF Authority in Form IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Member/claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.
In compliance with the provisions of Section 134 of the Companies Act, 2013 and Regulation 34(2)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the Financial Year ended March 31, 2024, forms part of this Annual Report.
NUMBER OF MEETINGS OF THE BOARD & COMMITTEES:
The Board of Directors met 04 (Four) times during the Financial Year ended March 31, 2024. i.e., May 29, 2023, August 14, 2023, November 08, 2023, and February 07, 2024. The gap between the Board meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details regarding attendance of directors at the Board Meetings and the particulars of meeting of all Committees held during the Financial Year ended March 31, 2024, are given in the Corporate Governance report forming part of this Annual Report.
PASSING OF BOARD RESOLUTION BY CIRCULATION:
During the Financial Year 2023-24, there were no resolutions passed through circulation.
AUDIT COMMITTEE:
Pursuant to Section 177(8) of the Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted an Audit Committee. The particulars of the Composition of the Audit Committee, meetings held during the financial year and other particulars have been detailed in the Corporate Governance Report forming part of this Annual Report.
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS:
The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held, to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. For the Financial Year 2023-24, the Board of directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of the Company during the Financial Year under review.
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
CHANGE IN DIRECTORS - APPOINTMENT/REAPPOINTMENT, CHANGE IN DESIGNATION AND RESIGNATION:
During the Financial Year ended March 31, 2024, pursuant to the Articles of Association of the Company and reference to the resolution passed at the Meeting of Board of Directors are detailed below:
Mr. Aneesh Sekhar Somasekharannair (DIN: 07887010) was appointed in place of Mr. Arulmarianathan Louis John (DIN: 06637866) as Chairman and Non-Executive Additional Director of the company with effect from May 29, 2023, and he was also regularized in the 32nd Annual General Meeting held as on Saturday, September 09, 2023.
RE-APPOINTMENT:
a) Mrs. Unnamalai Thiagarajan was reappointed as Managing Director for a term of five years, with effect from September 30, 2023. The shareholders approved her reappointment at the Annual General Meeting held on Saturday, September 9, 2023.
b) Mr. Ammoor Periyan Radhakrishnan (DIN: 03642690) was reappointed as an Independent Director, effective March 2, 2024, for a second term. This reappointment was made in accordance with Sections 149, 150, and 152 and other applicable provisions of the Companies Act, 2013, including any statutory modifications or reenactments thereof, the Companies (Appointment and Qualifications of Directors) Rules, 2014, and Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. On Tuesday, April 30, 2024, shareholders approved the proposal through postal ballot. The results of the remote electronic voting, which took place from Monday, April 1, 2024, to Tuesday, April 30, 2024, were announced on Thursday, May 2, 2024.
RESIGNATION:
Mr. Arulmarianathan Louis John (DIN: 06637866) departed from the Board of the Company w.e.f. May 29,
2023. The Board extends its sincere gratitude for his services and support during his tenure as Chairperson and Non-Executive Additional Director.
RETIRE BY ROTATION:
Pursuant to Section 152(6)(c) of the Companies Act, 2013, Mr. Ravi Janakiraman (DIN: 00042953) and Mr. Chakkolath Ramachandran (DIN: 00050893) retired by rotation at the 32nd Annual General Meeting of the Company held on Saturday, September 09, 2023, and being eligible and willing, were re-appointed.
CHANGE IN KEY MANAGERIAL PERSONNEL:
There were no changes in Key Managerial Personnel in the Company during the Financial Year March 31,
2024.
ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual Return as per the provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on the website of the Company www.elnettechnologies.com
INDEPENDENT DIRECTORS'' DECLARATION:
The Company has received declarations from all the Independent Directors on the board of the Company at on the end of Financial Year 2023-24 confirming that they continue to meet with the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25 & 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made under thereto.
In the opinion of the Board, all the Independent Directors are persons of integrity and are experts in various fields of Finance, Law, Technology, Engineering and Commerce and have more than 20 years of vast experience. All the Independent Directors of the Company have complied with the provision of Section 150 of the Companies Act, 2013.
Hence in the opinion of the Board all the Independent Directors of the Company fulfill the conditions specified in the Listing Regulations and are independent of the management.
CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule-V thereof, the report on Corporate Governance and the certificate of practicing Company Secretaries regarding compliance with the conditions of Corporate Governance has been furnished in the Annual Report as ANNEXURE-VI and forms part of the Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule-V thereof, the Management Discussion and Analysis report has been annexed to the Boards Report as ANNEXURE-IV and forms part of the Annual Report.
COMPLIANCE WITH CODE OF CONDUCT:
A code of conduct has been adopted by the company, the Board of Directors and the Senior Management personnel. The said Code of Conduct can be accessed on the website of the company, i.e. www.elnettechnologies.com. As of March 31, 2024, every member of the Board and every member of senior management has confirmed that they are in conformity with the Code.
As required under Regulation 34(3) and Schedule V (D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a declaration from Mrs. Unnamalai Thiagarajan, Managing Director to this effect is annexed to the report on Corporate Governance which forms part of this Annual Report.
LISTING OF SHARES:
The equity shares of the Company are listed on the Stock Exchange viz., BSE Limited (BSE). The Company has paid the applicable annual listing fees to the Stock Exchanges within the stipulated time.
DEMATERIALISATION OF EQUITY SHARES:
As on March 31, 2024, 38,98,373 numbers of equity shares are held in dematerialized form, which constitutes 97.46% of total shareholding. The Company urges its shareholders to dematerialize the remaining physical shares also at the earliest.
ACCEPTANCE OF DEPOSITS:
During the Financial Year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning or end of the Financial Year which were classified as ''Deposits'' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Sections 134(3) (c) and 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the Financial Year ended March 31, 2024, the Board of Directors hereby confirms that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures wherever applicable.
b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of your Company as of March 31, 2024, and of the profit of your Company for the year ended on that date.
c) The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.
d) The Directors have prepared the annual accounts on a ''Going Concern'' basis.
e) The Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
In compliance with the requirements of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of Directors have framed a policy on CSR as recommended by the CSR committee duly constituted and the said policy is available on the Company''s website www.elnettechnologies.com. The composition and terms of reference of the CSR Committee are detailed in the Corporate Governance Report forming part of this Annual Report.
The disclosure on Corporate Social Responsibility initiatives during the Financial Year has been provided in ANNEXURE-III, which forms part of this Annual Report.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Selvam & Suku, Chartered Accountants, Chennai, were appointed as Statutory Auditors of your Company in the 31st Annual General Meeting of the Company for a term of 5 years till the conclusion of 36th Annual General Meeting.
The Annual Accounts of the Company including its Balance Sheet, Statement of Profit and Loss and Cash Flow Statement including the Notes and Schedules to the Accounts have been audited by M/s. Selvam & Suku, Chartered Accountants, Chennai.
The Independent Auditors Report given by the Auditors on the financial statements of the Company forms part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report which requires any explanation/ comments by the Board.
SECRETARIAL AUDITOR:
Pursuant to the Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors had appointed M/s. BP & Associates, Practicing Company Secretaries, Chennai as the Secretarial Auditors of the Company for conducting the Secretarial Audit for the Financial Year 2023-24.
|
Remarks from Secretarial Auditor Board Comments |
|
|
The Companies failure to update few policies in line with prevailing regulations, circulars and guidelines. |
Board will update the policies in upcoming Board Meeting. |
|
During the year, the company has not obtained shareholders approval for reappointment of Mr. Ammoor Periyan Radhakrishnan (DIN: 03642690) as an Independent Director of the Company before the expiring of first term on March 01, 2024. However, the Company has subsequently obtained the shareholders approval after expiring of his term on April 30, 2024, by a Postal Ballot for the second term of 05 (Five) consecutive years (i.e., w.e.f. 02nd March, 2024 to 01st March, 2029 |
The observation/comments made by the Auditors in their report are self-explanatory. The Board believes that no further clarification is required on the same. |
Apart from the above-mentioned remarks, the Secretarial Audit Report for the Financial Year 2023-24 does not contain any other remarks, adverse qualifications, reservations, or disclaimers that require further explanation or comments from the Board. The Secretarial Audit Report is included in this Annual Report and is annexed as ANNEXURE-V.
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) if any of the Companies Act, 2013, M/s. Ajay Kumar and Associates, Chartered Accountants, Chennai were appointed as the Internal Auditors of the Company for the Financial Year 2023-24.
The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed each quarter in consultation with the Audit Committee. These audits are based on risk-based methodology and inter alia involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The Internal Auditors share their findings on an ongoing basis during the financial year for corrective action. The Audit Committee oversees the work of Internal Auditors.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:
During the Financial Year 2023-24, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.
PARTICULARS OF EMPLOYEES:
The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in ANNEXURE - I attached herewith which forms part of this report.
The statement containing such particulars of employees as required in terms of the provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report.
CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO:
|
A. |
CONSERVATION OF ENERGY: |
|
|
Steps taken or impact on conservation of energy |
The operations of the Company are not energy |
|
|
Steps taken by the company for utilizing alternate sources of energy |
intensive. However, wherever possible, the Company strives to curtail the consumption of |
|
|
Capital investment on energy conservation equipment''s |
energy on a continuing basis. |
|
|
B. |
TECHNOLOGY ABSORPTION: |
|
|
Efforts made towards technology absorption |
||
|
Benefits derived like product improvement, cost reduction, product development or import substitution |
||
|
Expenditure on Research & Development if any |
Not Applicable |
|
|
Details of technology imported if any |
||
|
Year of import |
||
|
Whether imported technology fully Absorbed |
||
|
Areas where absorption of imported technology has not taken place, if any |
||
|
C. |
FOREIGN EXCHANGE EARNING AND OUTGO: |
|
|
Particulars |
Amount (In Lakhs) |
|
|
Total Foreign exchange earned |
NIL |
|
|
Total Foreign exchange outgo |
NIL |
ANNUAL BOARD EVALUATION AND FAMILIARIZING PROGRAMME:
The Board has carried out an annual evaluation of its own performance, the directors and Committees of the Board based on the guidelines formulated by the Nomination & Remuneration Committee under Selfevaluation method. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. A note on the familiarizing programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report. Further, the Independent Directors of the Company met once during the Financial Year on February 07, 2024, to review the performance of the NonExecutive Directors, Chairman of the Company and performance of the Board as a whole. Details regarding the familiarization programme are also available on the website of the Company.
AS PER THE SEBI CIRCULAR SEBI/HO/CFD/CMD/CIR/P/2018/79 DATED 10th MAY 2018, THE FOLLOWINGS DETAILS ARE BEING PROVIDED ON BOARD EVALUATION:
|
Observations of board evaluation carried out for the Financial Year. |
There were no observations arising out of board evaluation during the year as the evaluation indicates that the Board has functioned effectively within its powers as enumerated under the Companies Act, 2013 and in consonance with the Articles of Association of the Company. |
|
Previous year''s observations and action taken. |
There were no observations during the previous year warranting any action. |
|
Proposed actions based on current Financial Year observations. |
As there were no observations, the action to be taken does not arise. |
NOMINATION AND REMUNERATION POLICY:
The Company believes that a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience, and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, the Board, based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on Director''s appointment, remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The key highlights of the policy forms part of this Report. The Nomination and Remuneration Policy may be accessed on the Company''s website at https://www.elnettechnologies.com/Document/Nomination-And-Remuneration-Policy.pdf
AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY:
The Company has formulated the Nomination and Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. This policy governs the criteria for deciding the remuneration for Directors and Key Managerial Personnel. It is affirmed that the remuneration to Directors and Key Managerial Personnel is being fixed based on the criteria and parameters mentioned in the above-mentioned policy of the Company.
BOARD DIVERSITY:
The Company recognizes and values the importance of a diverse board as part of its corporate governance and success. The Company believes that a truly diverse Board will leverage differences in ideas, knowledge, thought, perspective, experience, skill sets, age, ethnicity, religion, and gender, which will go a long way in retaining its competitive advantage.
ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) of the Companies Act 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected frauds or violation of the Company''s code of conduct and ethics. The Audit Committee oversees the functioning of Whistle Blower Policy. The Whistle Blower Policy covering all the employees and directors is available in the Company''s website at https://www.elnettechnologies.com/Document/Vigil-Mechanism-Policy-and-Whistle-Blower-Policy.pdf
PARTICULARS OF LOANS, INVESTMENT OR GUARANTEES:
The Company has not given any loans or guarantees covered under the provision of Section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes for the financial statements which form part of this Annual Report.
RISK MANAGEMENT POLICY:
Pursuant to section 134(3)(n) of the Companies Act, 2013 the Company has framed Risk Management Policy which lays down the framework to define, assess, monitor, and mitigate the business, operational, financial, and other risks associated with the business of the Company. The Company has been addressing risks impacting the Company in the Management Discussion and Analysis Report which forms part of this Annual Report.
During the Financial Year the Company has not identified any element of risk which may threaten the existence of the Company.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has Internal Complaints Committees as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company firmly provides a safe, supportive, and friendly workplace environment - a workplace where our values come to life through the underlying behaviors. A positive workplace environment and a great employee experience are integral parts of our culture.
During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes & commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year, the Company has not entered into any new contracts / arrangements with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions.
There are no materially significant related party transactions that may have potential conflict with the interest of the company at large.
The details of the Related Party Transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in Note No. 37 to the Financial Statements of the Company.
Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out the ANNEXURE - II to the report.
The policy on Related Party Transactions as approved and can be accessed at website of the company www.elnettechnologies.com/Document/Related%20Party%20Transaction%20policy.pdf adopted by Board.
REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF THE COMPANIES ACCOUNTS RULES, 2014:
Change in nature of business, if any: NIL
Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures, or associate companies during the year: N.A.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
There have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Company''s operations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an adequate internal control system which commensurate with the size, scale, and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.
COST AUDIT:
The provisions related to cost audits are not applicable to the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:
The auditors of the Company have confirmed that during the course of their audit, no material fraud, either by the Company or on the Company by its officers or employees, was noticed or reported. This is stated in the Independent Auditors'' Report, which forms part of this Annual Report. Hence, there is nothing to report to the Audit Committee or Board of Directors.
PERSONNEL:
Employee relations have been very cordial during the Financial Year ended March 31, 2024. The Board wishes to place on record its appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the Financial Year. The Management team of the Company comprises of experienced passionate driven professionals committed to organizational goals.
ACKNOWLEDGEMENT:
Your directors gratefully acknowledge the continued support and Co-Operation of Government of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., (ELCOT).
The Directors also thank the Bankers, Axis Bank - Thiruvanmiyur Branch, State Bank of India - Industrial Finance Branch, Chennai, Canara Bank - Tidel Park Branch, Axis Bank - Chennai Main Branch, Mylapore and the Company''s customers, dealers, vendors and sub-contractors for their valuable support and assistance extended during the Financial Year.
The Directors wish to place on record their appreciation of the good work done by all the employees of the Company during the year under review.
Mar 31, 2018
Dear Members,
The Directors have great pleasure in presenting the Twenty Seventh Annual Report together with the Audited financial statements of your Company for the Financial Year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS (Standalone and Consolidated)
The finiancial performance of your company is stated hereunder: (Rs. In Lakhs)
|
S. No. |
Particulars |
STANDALONE |
CONSOLIDATED |
||
|
2017-18 |
2016-17 |
2017-18 |
2016-17 |
||
|
1. |
Revenue from operations |
2221.37 |
2266.60 |
2221.37 |
2266.60 |
|
2. |
Other income |
366.96 |
262.09 |
366.96 |
262.09 |
|
3. |
Total revenue |
2588.33 |
2528.69 |
2588.33 |
2528.69 |
|
4. |
Expenses |
1352.03 |
1318.28 |
1355.18 |
1322.70 |
|
5. |
Profit before exceptional items and tax |
1236.30 |
1210 .41 |
1233.15 |
1205.99 |
|
6. |
Exceptional items |
(3.15) |
(4.42) |
0.00 |
0.00 |
|
7. |
Profit before tax |
1233.15 |
1205.99 |
1233.15 |
1205.99 |
|
8. |
Tax expense |
333.25 |
422.51 |
333.25 |
422.51 |
|
9. |
Profit for the period |
899.90 |
783.48 |
899.90 |
783.48 |
|
10. |
Other comprehensive income, net of income tax |
32.23 |
1.26 |
32.23 |
1.26 |
|
11. |
Total comprehensive income for the period |
932.13 |
784.74 |
932.13 |
784.74 |
|
12. |
Earnings per share |
22.50 |
19.59 |
22.50 |
19.59 |
STATE OF THE COMPANYâS AFFAIRS:
During the year 2017-18, there was no significant change in the business model of the company.
DIVIDEND
Your Directors are pleased to recommend a dividend of 15% on the Equity Shares of the Company for the year ended 31st March, 2018. The dividend, if approved by the Shareholders will be paid within the statutory period out of the profits of the Company to all those equity shareholders whose names appear on the Register of Members of the Company as on Friday, 27th July, 2018 being the record date.
SHARE CAPITAL
During the year under review, your Company has not issued any type of Shares. Hence there is no change in the share capital of the company.
FUTURE PROSPECTS
Your Company currently enjoys 100% occupancy level. At present, there is no proposal for any further expansion.
TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to section 124 of the Companies Act, 2013 (âthe Actâ) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âThe Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven consecutive years from the date of transfer to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority.
MCA issued notification dated 16th October, 2017 wherein if the seven consecutive years expired as per section 124 of the Companies Act, 2013 during 7th September, 2016 to 31st October, 2017 the shares pertaining to the dividend have to be transferred to IEPF account. In compliance with the provision, during the financial year 2017-18 the Company had sent individual notices to the eligible shareholders and advertised in the newspapers (Business standard - Leading English Newspaper All India edition and Malai sudar- Regional language newspaper) seeking action from the shareholders who have not claimed their dividends for seven consecutive years or more for the dividend declared during the financial year ended 31st March, 2009 and 31st March, 2010. Accordingly, after the expiry of due date for claiming the unpaid/ unclaimed dividend, the Company has transferred such unpaid or unclaimed dividends and also the corresponding shares for the Financial Year ended 31st March, 2010 to IEPF authority.
Members/claimants whose shares, and/or unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund of dividend by making an application to the IEPF Authority in Form IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Member/claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.
Transfer of Unpaid/ Unclaimed Dividend Amount/ Shares pertaining to the dividend declared financial year ended 31st March, 2011 to Investor Education and Protection Fund (IEPF)
The due date for transfer of unpaid/unclaimed dividend amount and corresponding shares for the dividend declared during the financial year ended 31st March, 2011 is 31st July, 2018. Hence, the company has made a necessary advertisement in newspaper and issued the individual intimation letter to the eligible shareholders. Details of shares/shareholders in respect of which dividend has not been claimed, are provided on the website of the company www.elnettechnologies.com. (Investors/Compliances/unpaid dividend data/ year 2018). Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund.
CASH FLOW STATEMENT
In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended 31st March, 2018 forms part of this Annual Report.
LIQUIDATION OF SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATMENTS
The board of directors of Elnet Software City limited (âsubsidiary companyâ) at its meeting held on 28th August, 2017 made a declaration of solvency and approved the proposal for voluntary liquidation of the company and appointment of liquidator which was subject to the approval of members. The Members of the subsidiary approved the proposal by a special resolution passed on 1st September, 2017. The voluntary liquidation of the subsidiary has been completed and the asset in the form of cash has also been distributed to the shareholders of the subsidiary Company. The necessary e-forms have been filed with Registrar of companies, Chennai. The subsidiary company is ceased to be subsidiary thereon. The Liquidator has made an application for dissolution of the company before the Honorable National Company Law tribunal, Chennai Bench under the provisions of Insolvency and bankruptcy code, 2016 read with rules thereon. Pursuant to the same, the Holding Company lost control on the subsidiary company w.e.f 01st September 2017 and hence consolidation has been prepared till that date as per Ind AS.
The statement pursuant to section 129 of the Companies Act, 2013 in the prescribed Form AOC-1 relating to disclosure of subsidiary company (Under liquidation as on 31.03.2018) is enclosed as ANNEXURE-II
NUMBER OF MEETINGS OF THE BOARD & COMMITTEES
The Board of Directors met 05 (five) times during the financial year ended 31st March, 2018. i.e., 12th May, 2017, 06th July, 2017, 07th September, 2017, 08th December, 2017 and 09th February, 2018. The gap between the Board meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The particulars of meeting of all Committees held during the financial year ended 31st March, 2018 are given in the Corporate Governance report forming part of this Annual Report.
AUDIT COMMITTEE
Pursuant to section 177(8) of Companies Act 2013, the particulars of Composition and all other details about Audit Committee have been detailed in the Corporate Governance Report forming part of this Annual Report.
DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS
The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of the Company during the year under review.
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGE IN DIRECTORS - APPOINTMENT AND RESIGNATION
During the year ended 31st March, 2018, Dr. Rajendra Kumar (DIN: 02677079) chairman and Nominee director on Board of the company resigned with effect from 28th August, 2017 due to nomination withdrawn by ELCOT (Nominating Authority).
During the financial year ended 31st March, 2018, Thiru R. Sudalaikannan (DIN: 03607537) was appointed as the Chairman and Nominee Director on Board of the Company at the board of Directors Meeting held on 08th December, 2017 as per the nomination issued by ELCOT (Nominating Authority). Thiru R. Sudalaikannan (DIN: 03607537) resigned from the post of Chairman and Nominee Director of the Company with effect from 20th March, 2018 due to nomination withdrawn by ELCOT (Nominating Authority).
During the year ended 31st March, 2018, Thiru K. Padmanaban (DIN: 00297842) resigned from the post of Nominee Director of the Company with effect from 28th February, 2018 as per the nomination withdrawn by ELCOT (Nominating Authority).
RE-APPOINTMENT
During the year ended 31st March, 2018, pursuant to Section 152(6) (c) of Companies Act 2013, Thiru C. Ramachandran IAS (Retd) (DIN: 0050893) who was being longest in office, retired by rotation, offered himself and re-appointed at the 26th Annual General Meeting held on 06th July, 2017.
CHANGE IN KEY MANAGERIAL PERSONNEL
Mr. T Joswa Johnson was appointed as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company at the Board of directors meeting held on 08th December, 2017 with immediate effect in accordance with Section 203 of Companies Act, 2013 in place of Mr. S. Lakshmi Narasimhan, Company Secretary and Compliance Officer (Key Managerial Personnel) who resigned from the services of the Company after the closure of business hours on 10th November, 2017.
Mrs. E. Kamakshi was appointed as the Chief Financial officer (Key Managerial Personnel) of the Company at the Board of directors meeting held on 09th February, 2018 with immediate effect in accordance with Section 203 of Companies Act, 2013 in place of Mr. T. K Karthik Chief Financial officer (Key Managerial Personnel).
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Act is attached as ANNEXURE- IV forms part of this Report.
INDEPENDENT DIRECTORSâ DECLARATION
The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet with the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25 & 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with schedule-V thereof, the report on Corporate Governance and also the certificate of practicing Company Secretaries regarding compliance with the conditions of Corporate Governance has been furnished in the Annual Report as ANNEXURE-VII and forms part of the Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with schedule-V thereof, the Management Discussion and Analysis report has been annexed to the Boards Report as ANNEXURE-VI and forms a part of the Annual Report.
COMPLIANCE WITH CODE OF CONDUCT
The Company has framed a Code of Conduct for the Board of directors and Senior Management personnel of the Company. The Code of Conduct is available on the Companyâs website http://www.elnettechnologies.com/Document/Code-of-Conduct.pdf. All the Board of directors and senior management personnel have affirmed compliance with the Code of conduct as on 31st March, 2018.
As required under Regulation 34(3) and Schedule V(D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a declaration from Tmt Unnamaai Thiagarajan, Managing director to this effect is annexed to the report on Corporate governance which forms part of this Annual Report.
LISTING OF SHARES
The equity shares of the Company are listed on the Stock Exchange viz., BSE Limited (BSE). The Company has paid the applicable listing fees to the Stock Exchanges within the stipulated time.
DEMATERIALISATION OF EQUITY SHARES
As on 31st March, 2018, 38,23,535 numbers of equity shares are held in Dematerialized form, which constitutes 95.58% of total shareholding.
ACCEPTANCE OF FIXED DEPOSITS
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning or end of the year which were classified as âDepositsâ in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Sections 134(3)(c) and 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31, 2018, the Board of Directors hereby confirms that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures wherever applicable
b) the Directors have 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 your Company as at 31st March, 2018 and of the profit of your Company for the year ended on that date.
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities
d) the Directors have prepared the annual accounts on a âgoing concernâ basis
e) the Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In compliance with the requirements of Section 135 and Schedule VII of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of Directors have framed a policy on CSR as recommended by the CSR committee duly constituted and the said policy is available on the Companyâs website http://www.elnettechnologies.com/Document/CSR%20Policy.pdf. The composition and terms of reference of the CSR Committee is detailed in the Corporate Governance Report forming part of this Annual Report.
The disclosure on Corporate Social Responsibility initiatives during the financial year has been provided in ANNEXURE-V which forms part of this Annual Report.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended M/s. MSKA and Associates, Chartered Accountants, Chennai, were appointed as Statutory Auditors of your Company in the 26th Annual General Meeting of the Company for a term of 5 years till the conclusion of 31st Annual General Meeting.
Earlier, pursuant to first proviso of section 139 of companies Act 2013, the company has to place the ratification of appointment of statutory auditors at every Annual General Meeting. But, pursuant to The Companies (Amendment) Act, 2017 dated 3rd January, 2018 and commencement of amended provision as per notification dated 07th May, 2018, the provision with respect to ratification of appointment of auditors at every Annual General Meeting was omitted. Hence, the Company is not required to place the shareholders resolution for approval for ratification of the appointment of Statutory Auditors till the conclusion of their tenure i.e., 31st Annual General Meeting of the Company. However, the Remuneration to Statutory Auditors was approved by the members at the 26th AGM only for the financial year 2017 - 18. Hence, the Shareholders Resolution for approving the remuneration for the remaining period of tenure has been placed in the notice of 27th AGM.
The Annual Accounts of the Company including its Balance Sheet, Statement of Profit and Loss and Cash Flow Statement including the Notes and Schedules to the Accounts have been audited by M/s. MSKA Associates, Chartered Accountants, Chennai.
The Independent Auditors Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
SECRETARIAL AUDITOR
Pursuant to the Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors had appointed M/s. BP & Associates, Practicing Company Secretaries, Chennai as the Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the Financial Year 2017-18 does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation/ comments by the Board. The Secretarial Audit Report is forming part of this Annual Report.
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of The Companies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) if any of the Companies Act 2013 M/s. Ajay kumar and associates, Chartered Accountants, Chennai was appointed as the Internal Auditors of the Company for the Financial Year 2017-18.
The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed each quarter in consultation with the Audit Committee. These audits are based on risk based methodology and inter alia involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The Internal Auditors share their findings on an ongoing basis during the financial year for corrective action. The Audit Committee oversees the work of Internal Auditors.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year 2017-18, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.
PARTICULARS OF EMPLOYEES
The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and read with rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in ANNEXURE - I attached herewith which forms part of this report.
CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy:
C. Foreign Exchange Earning and Outgo:
Total Foreign exchange earned : NIL Total Foreign exchange outgo : NIL
ANNUAL BOARD EVALUATION AND FAMILIARIZING PROGRAMME
The Board has carried out an annual evaluation of its own performance, the directors and also committees of the Board based on the guideline formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. A note on the familiarizing programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report. Further, the Independent Directors of the Company met once during the year on 09th February, 2018 to review the performance of the Nonexecutive directors, Chairman of the Company and performance of the Board as a whole.
NOMINATION AND REMUNERATION POLICY
The Company believes that a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy may be accessed on the Companyâs website at the link: http://www.elnettechnologies.com/Document/ nomination%20and%20remuneration%20policy.pdf
ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected frauds or violation of the Companyâs code of conduct and ethics. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The Whistle Blower Policy covering all employees and directors is available in the Companyâs website http://www.elnettechnologies.com/Document/Whistle%20Blower%20Policy.pdf
PARTICULARS OF LOANS, INVESTMENT OR GUARANTEES
The Company has not given any loans or guarantees covered under the provision of section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes to the financial statements which forms part of this Annual Report.
RISK MANAGEMENT POLICY
Pursuant to section 134(3)(n) of the Companies Act, 2013 the Company has framed Risk Management Policy which lays down the framework to define, assess, monitor and mitigate the business, operational, financial and other risks associated with the business of the Company. The Company has been addressing risks impacting the Company in Management Discussion and Analysis Report which forms part of this Annual Report.
During the year the Company has not identified any element of risk which may threaten the existence of the Company.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company firmly provides a safe, supportive and friendly workplace environment - a workplace where our values come to life through the underlying behaviors. Positive workplace environment and a great employee experience are integral parts of our culture.
During the financial year, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year, the Company has not entered into any new contracts / arragements with related parites which qualify as material in accordance with the Policy of the Company on materiality of related party transactions.
There are no materially significant related party transactions that may have potential conflict with interest of the company at large.
The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in Note No. 39 to the Standalone Financial Statements of the Company.
Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out the ANNEXURE - III to the report.
The policy on Related Party Transactions as approved and can be accessed through weblink.
http://www.elnettechnologies.com/Document/Related%20Party%20Transaction%20policy.pdf
REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES 2014
Change in nature of business, if any: NIL
Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures or associate companies during the year: Elnet software city limited (Under liquidation)
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE.
There have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Companyâs operations. However, membersâ attention is drawn to the statement on contingent liabilities and commitments in the notes forming part of the Financial Statements.
INTERNAL CONTROL AND SYSTEMS AND THEIR ADEQUACY
The Company has an adequate internal control system which commensurate with the size, scale and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and there by strengthen the controls. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.
DISCLOSURE REGARDING FRAUDS
The Statutory auditors of the Company has stated that there was no material fraud by the Company or on the Company by its officers or employees was noticed or reported during the course of our audit in their Independent Auditors Report which forms part of this Annual Report. Hence, there is no requirement to report the same to Audit Committee or Board of Directors of the Company
PERSONNEL
Employee relations have been very cordial during the financial year ended 31st March, 2018. The Board wishes to place on record its appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of the Company comprises of experienced passionate driven professionals committed to the organizational goals.
ACKNOWLEDGEMENT
Your Directors wish to express their sincere thanks to the Government of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., (ELCOT), Axis Bank - Thiruvanmiyur Branch, State Bank of India - Industrial Finance Branch, Chennai, Canara Bank - Tidel Park Branch, Axis Bank - Chennai Main Branch, Mylapore and the Companyâs customers for their support and co-operation extended during the year. Your Directors also wish to place on record their appreciation for the good work put in by the employees of your Company.
For and on behalf of the Board of Directors,
Place : Chennai Tmt. Unnamalai Thiagarajan
Date : 25th May, 2018 Managing Director
DIN:00203154
Mar 31, 2017
The Directors have great pleasure in presenting the TWENTY SIXTH Annual Report together with the Audited Accounts of your Company for the Financial Year ended 31.03.2017.
Members would be happy to note that your company has had a successful year of operation, which resulted in an after tax profit of Rs.784.88 Lakhs.
OPERATIONS
The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2017:-
|
Sl. No. |
Particulars |
For the year ended 31.03.2017 Rs. in Lakhs |
For the year ended 31.03.2016 Rs. in Lakhs |
|
1. |
Gross Income |
2,495.85 |
2,414.35 |
|
2. |
Profit Before Interest and Depreciation |
1,541.60 |
1,396.05 |
|
3. |
Profit Before Depreciation |
1,541.60 |
1,396.05 |
|
4. |
Provision for Depreciation |
329.78 |
416.27 |
|
5. |
Net Profit before exceptional items and Tax |
1,211.81 |
979.78 |
|
6. |
Exceptional Items |
4.42 |
- |
|
7. |
Profit before Tax |
1,207.39 |
979.78 |
|
8. |
Provision for Tax |
422.51 |
335.17 |
|
9. |
Net Profit after Tax |
784.88 |
644.61 |
|
10. |
Balance of Profit brought forward |
2,162.47 |
1,799.70 |
|
11. |
Balance available for appropriation |
2,947.35 |
2,444.31 |
|
12. |
Proposed Dividend on Equity Shares |
56.00 |
68.00 |
|
13. |
Tax on proposed Dividend |
11.40 |
13.84 |
|
14. |
Transfer to General Reserve |
200.00 |
200.00 |
|
15. |
Surplus carried to Balance Sheet |
2,947.35 |
2,162.47 |
THE STATE OF THE COMPANYâS AFFAIRS :
During the year 2016-17, there was no significant change in the business model of the company.
DIVIDEND
Your Directors are pleased to recommend a dividend of 14% on the Equity Share Capital of the Company for the year ended March 31, 2017. The dividend, if approved by the Shareholders, will be paid out of the profits of the Company for the year to all those equity shareholders whose names appear on the Register of Members of the Company as on 29th June, 2017, being the record date.
TRANSFER TO RESERVES
The Board after apportioning the appropriate amounts to Dividend, approved the transfer of Rs. 200 lakhs (Rupees Two Hundred Lakhs) to General Reserves.
FUTURE PROSPECTS
Your Company currently enjoys 100% occupancy level. There is no proposal for any further expansion at this moment.
SUBSIDIARY COMPANY
The statement pursuant to Sec 129 of the Companies Act, 2013, containing the relevant details of the Companyâs subsidiary is attached. The Company''s investment in its subsidiary, Elnet Software City Limited is Rs.10 lakhs. Considering the erosion of net worth and the intention of the management to wind-up its subsidiary, it is considered that the diminution in carrying value of the investment in the subsidiary is other than temporary in nature. Consequently, the Company has made a provision for diminution, for an amount Rs.4,41,981/- and disclosed the same under exceptional item in the statement of Profit and Loss. The company is in the process of closure of its operations through Memberâs Voluntary Winding Up process.
Further, the report on the performance and financial position of the subsidiary and salient features of the financial statements in the prescribed Form AOC-1 is annexed to this report.
BOARD MEETING
The Board of Directors met 5 times during this financial year. The dates of the meetings were as follows: Please refer Annexure VI - Report on Corporate Governance 1 (a) for Board Composition and Attendance details.
|
1)06.05.2016 |
2)29.07.2016 |
3)09.11.2016 |
|
4)27.01.2017 |
5)22.03.2017 |
|
DIRECTORS AND KEY Managerial PERSONNEL:
During the year under review the following Directors were appointed:
|
Date of appointment |
Name |
Designation |
|
09.11.2016 |
Dr. Rajendra Kumar, IAS |
Chairman - Director |
|
09.11.2016 |
Thiru. B Evanesan |
Non-Executive, Nominee |
|
|
|
Director |
During the year under review the following Directors resigned:
|
Date of resignation |
Name |
Designation |
|
07.09.2016 |
Thiru. Atul Anand, IAS |
Chairman - Director |
|
09.11.2016 |
Thiru. P Manivanan |
Non-Executive, Nominee Director |
COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 and the Cost Audit Rules 2014 thereof, our company does not fall within the threshold limit prescribed for Cost Auditing.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 as per provisions of the Companies Act, 2013 and Rules thereto are annexed to this report. (Annexure I).
INDEPENDENT DIRECTORSâ DECLARATION
The Company has received necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and the Listing Regulations.
RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 are enclosed as Annexure III in Form AOC-2.
CORPORATE GOVERNANCE
Your Company follows the principles of effective Corporate Governance Practices. The Company has taken steps to comply with Corporate Governance as per the applicable regulations of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. This Report is available under the heading âReport on Corporate Governanceâ and forms part of this Annual Report (Annexure IV).
The Management Discussion and Analysis Report also form part of this Annual Report.
LISTING OF SHARES
Companyâs share is listed presently in BSE Limited.
DEMATERIALISATION OF EQUITY SHARES
As on 31.03.2017, 37,58,035 numbers of equity shares are held in Dematerialized Form, which constitutes 93.95% of total shareholding.
ACCEPTANCE OF FIXED DEPOSITS
The company has not invited and accepted Fixed Deposits from the public during the Financial year.
DIRECTORS
Under the provisions of the Articles of Association of the Company one of your Director Thiru. C. Ramachandran, (Retd., IAS) retires by rotation at the forth coming Annual General Meeting and being eligible, offers himself for reappointment.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Sec. 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors confirm:
(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) that 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 and loss of the company for that period;
(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) that the directors have prepared the annual accounts on a going concern basis; and
(e) that the directors, in the case of a listed company, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
None of the non-executive directors holds any share/convertible instruments in the company
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As part of its initiatives under âcorporate social responsibilityâ (CSR), the company has contributed a sum of Rs.. 17,95,000/- to Vanavasi Kalyan Ashram during the year (2016-17). The Disclosure Report on CSR activities is annexed as Annexure II.
STATUTORY AUDITORS
M/s. S.H. Bhandari & Co, Chartered Accountants, Statutory Auditors of the Company would retire on the conclusion of this 26th Annual General Meeting on completion of their term of appointment. Since M/s. S.H. Bhandari & Co., Chartered Accountants are not eligible for reappointment as Statutory Auditors of the Company as per Section 139 (6) of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee, recommends the appointment of M/s. MZSK & Associates Chartered Accountants (Firm Registration No. 105047W) as Statutory Auditors of the Company to hold office for a first term of 5 years from the conclusion of this i.e. 26th Annual General Meeting until the conclusion of 31st Annual General Meeting. Consent and certificate from the said firm has been received to the effect that their appointment as Statutory Auditors of the Company, if appointed at this 26th Annual General Meeting, would be according to the terms and conditions prescribed under Section 139(1), 141(1) & (2) and 142 of the Companies Act 2013 and Rules framed there under. A resolution seeking their appointment forms part of the Notice convening the 26th Annual General Meeting and the same is recommended for your consideration and approval.
There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditorsâ Report.
INDUSTRIAL RELATIONS
Industrial relations, during the period under review, continued to remain cordial.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration, which in the aggregate exceeded the limits fixed under Section 134 of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
As the company is not an industrial undertaking, particulars with regard to conservation of energy and technology absorption required to be given under these heads in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013, read with Rules 8 of Companies (Accounts) Rules, 2014 not applicable.
EARNINGS IN FOREIGN EXCHANGE : NIL
EXPENSES INCURRED IN FOREIGN CURRENCY DURING THE YEAR : NIL
BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/STATE OF COMPANYâS AFFAIR
As the Company has its operations in one location, the same is not applicable to your company.
SHARE CAPITAL
During the year under review, your Company has not issued any type of Share capital.
ANNUAL BOARD EVALUATION AND FAMILIARIZING PROGRAMME
The Board has carried out an annual evaluation of its own performance, the directors and also committees of the Board based on the guideline formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. A note on the familiarizing programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report. Further, the Independent Directors of the Company met once during the year on November 9, 2016 to review the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole.
POLICY ON NOMINATION AND REMUNERATION AND PERFORMANCE EVALUATION OF DIRECTORS, KMP AND SENIOR MANAGEMENT PERSONNEL
The Company believes that a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy may be accessed on the Companyâs website at the link: http:// www.elnettechnologies.com/ Document/nomination%20and%20remuneration%20policy.pdf
VIGIL MECHANISM (Whistle Blower Policy)
As per Section 177 of the Companies Act, 2013, your company has a well-established vigil policy.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report given by M/s. BP & Associates, Practicing Company Secretaries, is being annexed in MR 3 Form (Annexure V). There is no qualification, reservation or adverse remark or disclaimer made by the Company Secretary in Practice in the Secretarial Audit Report. As required, under section 204 of the Companies Act, 2013 and rules there under, the Board has appointed M/s. BP & Associates, Practicing Company Secretaries, as Secretaries Auditors of the Company for the financial year 2017-18.
PARTICULARS OF LOANS, INVESTMENT OR GUARANTEES
During the year under review, your Company has not provided any loans or Guarantees. The company continues to hold the investment of Rs.4.00 Crores made in âAxis Hybrid Fund Series 27â, which is a close ended mutual fund.
RISK MANAGEMENT POLICY
Risk Management Policy has been discussed under the head in âCorporate Governance Reportâ.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
MATERIAL CHANGES
During the year under review, your Company does not have any material changes in the financial position.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with related parties were in the ordinary course of business. There were no material related party transactions i.e transactions entered into during the year. Accordingly, there are no transactions that are required to be reported in Form AOC
2. None of the Directors or the Key Managerial Personnel has any pecuniary relationships or transactions vis-a-vis the Company. The policy on Related Party Transactions can be accessed through weblink
http://www.elnettechnologies.com/Document/Related%20Party%20Transaction%20policy.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Regulation 33 of the SEBI (LODR), Regulations 2015, the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with Auditorsâ Report form part of the Annual Report. The Company has opted to publish the consolidated financials only for the financial year ended 31st March and for the quarter ended financials, only the standalone financials have been published.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Companyâs operations. However, membersâ attention is drawn to the statement on contingent liabilities and commitments in the notes forming part of the Financial Statements.
ACKNOWLEDGEMENT
Your Directors wish to express their sincere thanks to the Government of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., State Bank of India, Industrial Finance Branch, Chennai, Canara Bank, Tidel Park Branch, Axis Bank, Thiruvanmiyur Branch and the Companyâs customers for their support and co-operation extended during the year. Your Directors also wish to place on record their appreciation for the good work put in by the employees of your Company.
For and on behalf of the Board of Directors,
Place : Chennai TMT. UNNAMALAI THIAGARAJAN THIRU K.PADMANABAN
Date : 12.05.2017 MANAGING DIRECTOR DIRECTOR
DIN:00203154 DIN :00297842
Mar 31, 2016
The Directors have great pleasure in presenting the TWENTY FIFTH
Annual Report together with the Audited Accounts of your Company for
the Financial Year ended 31.03.2016.
Members would be happy to note that your company has had a successful
year of operation, which resulted in an after tax profit of Rs.644.61
Lakhs.
OPERATIONs
The Directors have pleasure in presenting before you the Annual Report
of the Company together with the Audited Statements of Accounts for the
year ended 31st March 2016:-
For the year ended For the year ended
sl. Particulars 31.3.2016 31.3.2015
No.
Rs, in lakhs Rs, in lakhs
1. Gross Income 2414.35 2330.04
2. Profit Before
Interest and
Depreciation 1396.05 1338.39
3. Profit Before
Depreciation 1396.05 1338.39
4. Provision for
Depreciation 416.27 491.00
5. Net Profit
Before Tax 979.78 847.39
6. Provision for Tax 335.17 284.69
7. Net Profit After Tax 644.61 562.70
8. Balance of Profit
brought forward 1799.70 1504.40
9. Balance available
for appropriation 2444.31 2067.10
10. Proposed Dividend
on Equity Shares 68.00 56.00
11. Tax on proposed
Dividend 13.84 11.40
12. Transfer to
General Reserve 200.00 200.00
13. Surplus carried to
Balance Sheet 2162.47 1799.70
THE STATE OF THE COMPANY''S AFFAIRS :
During the year 2015-16, there was no significant change in the
Business model of the company.
DIVIDEND
Your Directors are pleased to record the completion of 25 years of
operations of the company and to commemorate the occasion, recommend an
exclusive one time dividend of 3% in addition to the dividend of 14%.
Thus, your Directors hereby recommend an overall Dividend of 17% on the
Equity Share Capital of the Company for the year ended March 31, 2016.
The dividend, if approved by the Shareholders will be paid out of the
profits of the Company for the year to all those equity shareholders
whose names appear in the Register of Members of the Company as on 08th
June 2016, being the record date.
TRANSFER TO RESERVE
The Board after apportioning the appropriate amounts to Dividend,
approved the transfer of Rs.200 lakhs to General Reserves.
FUTURE PROSPECTS
Your Company currently enjoys 100% occupancy level. There is no
proposal for any further expansion at this moment.
SUBSIDIARY COMPANY
The statement pursuant to Sec 129 of the Companies Act, 2013,
containing the relevant details of the Company''s subsidiary is
attached. As the Company is yet to commence its operations, performance
report of this subsidiary is not applicable.
BOARD MEETING
The Board of Directors met 5 times during this financial year. The
dates of the meetings were as follows:
1) 22.05.2015 2) 29.07.2015 3) 30.10.2015
4) 29.01.2016 5) 24.03.2016
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review the following Director was appointed:
Date of
appointment Name Designation
30.10.2015 Thiru P. Manivanan Nominee Director
COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 and the Cost Audit
Rules 2014 thereof, our company does not fall within the threshold
limit prescribed for Cost Auditing.
CORPORATE GOVERNANCE
Your Company follows the principles of effective Corporate Governance
Practices. The Company has taken steps to comply with Corporate
Governance as per the applicable regulations of SEBI (Listing
Obligations And Disclosure Requirements) Regulations,2015. This Report
is available under the heading "Report on Corporate Governance" and
forms part of this Annual Report.
The Management Discussion and Analysis Report also form part of this
Annual Report.
Also a Report on Annual returns Extracts in MGT-9, Declaration from
Independent Directors on Annual basis and AOC-2 Related party
Transactions Disclosures are being annexed as part of this Annual
Report.
LISTING OF SHARES
Your Company''s share is listed presently in BSE Limited.
DEMATERIALISATION OF EQUITY SHARES
As on 31.03.2016, 37,53,635 numbers of equity shares are held in
Dematerialized Form, which constitutes 93.84% of total shareholding.
ACCEPTANCE OF FIXED DEPOSITS
The company has not invited and accepted Fixed Deposits from the public
during the Financial year.
DIRECTORS
Under the provisions of the Articles of Association of the Company, one
of your Director Thiru J.Ravi, retires by rotation at the forth coming
Annual General Meeting and being eligible, offers himself for
reappointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Sec. 134 clause (c) of sub-section (3) of the Companies
Act, 2013, the Directors confirm:
(a) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) that 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 and loss of the company for that period;
(c) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) that the directors have prepared the annual accounts on a going
concern basis; and
(e) that the directors, in the case of a listed company, have laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) that the directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
None of the non-executive directors holds any share/convertible
instruments in the company
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As part of its initiatives under "Corporate Social Responsibility"
(CSR), the company has contributed funds of Rs. 2,50,000/- and
Rs.14,26,000/- towards Rural Development Organization (R.D.O Trust) and
Cancer Institute, Adyar, Chennai, respectively. The Annual Report on
CSR activities is annexed herewith as: Annexure III.
AUDITORS
M/s S.H. Bhandari & Co. Chartered Accountants, Chennai, the Statutory
Auditors of the Company retire at the conclusion of this Annual General
Meeting and have expressed their willingness to continue as auditors of
the company for the financial year 2016-17. Necessary special
resolution has been proposed for appointing them as auditors pursuant
to Sec 139 of the Companies Act, 2013. There is no qualification,
reservation or adverse remark or disclaimer made by the Auditor.
INDUSTRIAL RELATIONS
Industrial relations, during the period under review, continued to
remain cordial.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration,
which in the aggregate exceeded the limits fixed under Section 134 of
the Companies Act, 2013..
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As the company is not an industrial undertaking, particulars with
regard to conservation of energy and technology absorption required to
be given under these heads in accordance with the provisions of Section
134 of the Companies Act, 2013, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are not
applicable.
EARNINGS IN FOREIGN EXCHANGE: NIL
EXPENSES INCURRED IN FOREIGN CURRENCY DURING THE YEAR: NIL
BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF
COMPANY''S AFFAIR
The Company has its operations in one location, and there is no
significant change in the business model.
SHARE CAPITAL
During the year under review, your Company has not issued any type of
Share capital.
FORMAL ANNUAL EVALUATION
The Company being IT Infra Structure provider and established in the
year 1990 continued to operate on profitable basis year by year. Since,
during the year, the IT industry had a moderate growth, the profits of
the company is also on desired level.
VIGIL MECHANISM (Whistle Blower Policy)
As per Section 177 of the Companies Act, 2013, your company has a
well-established vigil policy.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report given by M/s, B.P Associates, Practicing
Company Secretaries is being annexed in MR 3 Form. There is no
qualification, reservation or adverse remark or disclaimer made by the
Company Secretary in Practice in the Secretarial Audit Report.
PARTICULARS OF LOANS, INVESTMENT OR GUARANTEES
During the year under review, your Company has not provided any loans
or Guarantees. The company has invested in "AXIS HYBRID FUND SERIES
27" which is a close ended mutual fund for a value of Rs.4.00 crores,
which is well within the threshold limits as per the provisions of the
Section 186 of the Companies Act, 2013.
RISK MANAGEMENT POLICY
Risk Management Policy has been discussed under the head "CORPORATE
GOVERNANCE REPORT" which is annexed to this.
Disclosure as required under section 22 of sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013
During the financial year under review, the Company has not received
any complaints of sexual harassment from any of the women employees of
the Company.
MATERIAL CHANGES
During the year under review, your Company does not have any material
changes in its financial position.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with related parties were in the ordinary
course of business. There were no material related party transactions
i.e transactions entered into during the year. Accordingly, there are
no transactions that are required to be reported in Form AOC 2. None
of the Directors nor the Key Managerial Personnel have any pecuniary
relationships or transactions vis-Ã -vis the Company. The policy on
Related Party Transactions as approved can be accessed through we blink
http: // www.elnettechnologies.com/ Document / Related%20
Party%20Transaction%20policy.pdf
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Regulation 33 of the SEBI (LODR), Regulations 2015,
the consolidated financial statements have been prepared by the Company
in accordance with the applicable Accounting Standards. The audited
consolidated financial statements together with Auditors'' Report form
part of the Annual Report. The Company has opted to publish the
consolidated financial only for the financial year ended 31st March and
for the quarter ended financials, only the standalone financials have
been published.
Significant & Material Orders passed by the Regulators or Courts
There have been no significant and material orders passed by the courts
or regulators or tribunals impacting the going concern status and
Company''s operations. However, members'' attention is drawn to the
statement on contingent liabilities and commitments in the notes
forming part of the Financial Statements.
ACKNOWLEDGEMENT
Your Directors wish to express their sincere thanks to the Government
of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., State Bank
of India, Industrial Finance Branch, Chennai, Canara Bank, Tidel Park
Branch, Axis Bank, Thiruvanmiyur Branch and the Company''s customers for
their support and co-operation extended during the year. Your Directors
also wish to place on record their appreciation for the good work put
in by the employees of your Company.
For and on behalf of the Board of Directors,
Place : Chennai TMT. UNNAMAlAI
THIAGARAJAN THIRU P.MANIVANNAN
Date : 06.05.2015 MANAGING DIRECTOR DIRECTOR
DIN : 00203154 DIN : 07323312
Mar 31, 2014
The Directors have great pleasure in presenting the TWENTY THIRD
Annual Report together with the Audited Accounts of your Company for
the Financial Year ended 31.03.2014.
Members would be happy to note that your company has had a successful
year of operation, which resulted in an after tax profit of Rs. 583.90
Lakhs.
OPERATIONS
The highlights of the Financial Results of your Company are as under:-
For the year
ended For the year
ended
Sl.
Particulars 31.3.2014 31.3.2013 No.
Rs. in Lakhs Rs. in Lakhs
1 Income from operations 2156.19 2115.57
2 Non-operating income 97.61 53.64
Total expenditure
(including financial
3 2253.80 1367.18
charges and Depreciation)
4 Profit before Taxes 864.59 802.03
5 Provision for deferred tax (24.31) (16.87)
6 Provision for current tax 305.00 280.00
7 Net Profit 583.90 538.90
8 Dividend & tax thereon 65.52 65.52
9 Transfer to General Reserve 200.00 200.00
10 Balance carried forward to
Balance Sheet 318.38 273.38
11 Paid up Equity Share Capital 400.00 400.00
DIVIDEND
Your Directors are pleased to recommend a dividend of 14% on the Equity
Share Capital of the Company for the year ended March 31, 2014. The
dividend, if approved by the Shareholders will be paid out of the
profits of the Company for the year to all those equity shareholders
whose names appear on the Register of Members of the Company as on 17th
July 2014, being the record date.
FUTURE PROSPECTS
Your Company currently enjoys 100% occupancy level. There is no
proposal for any further expansion at this moment.
SUBSIDIARY COMPANY
The statement pursuant to Sec 129 of the Companies Act, 2013,
containing the relevant details of the Company''s subsidiary is
attached.
COST AUDITOR
Pursuant to Section 233(B)(2) of the Companies Act, 1956, the Board of
Directors on the recommendation of the Audit Committee, appointed Shri
P Raju Iyer, a Cost Accountant, as Cost Auditor of the Company
CORPORATE GOVERNANCE
Your Company follows the principles of effective Corporate Governance
Practices. The Company has taken steps to comply with the revised
Clause 49 of the Listing Agreement with the Stock Exchanges. A report
on Corporate Governance is given under separate section titled "Report
on Corporate Governance" and forms part of the Annual Report.
The Management Discussion and Analysis Report also form part of the
Annual Report.
LISTING OF SHARES
Your Company''s shares are listed presently in Madras Stock Exchange
Limited and Bombay Stock Exchange Limited. Also, the Company''s shares
are traded on the National Stock Exchange.
DEMATERIALISATION OF EQUITY SHARES
As on 31.03.2014, 37,43,736 numbers of equity shares are held in
Dematerialized Form, which constitutes 93.59% of total shareholding.
FIXED DEPOSITS
The company has not invited and accepted Fixed Deposits from the
public.
DIRECTORS
Under the provisions of the Articles of Association of the Company two
of your Directors Thiru J. Ravi and Dr. V Dharmalingam retire by
rotation at the forth coming Annual General Meeting. Both of them,
being eligible, offer themselves for reappointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Sec. 134 clause (C) of sub-section (3) of the Companies
Act, 2013, the Directors confirm:
(a) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) that 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 and loss of the company for that period;
(c) that 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;
(d) that the directors had prepared the annual accounts on a going
concern basis; and
(e) that the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) that 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.
AUDITORS
M/s S.H. Bhandari & Co. Chartered Accountants, Chennai, the Statutory
Auditors of the Company retire at the conclusion of this Annual General
Meeting and have expressed their willingness to continue as auditors of
the company for the ensuing financial year. Necessary special
resolution has been proposed for appointing them as auditors pursuant
to Sec 139 of the Companies Act, 2013.
INDUSTRIAL RELATIONS
Industrial relations, during the period under review, continued to
remain cordial.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration,
which in the aggregate exceeded the limits fixed under Section 134 of
the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As the company is not an industrial undertaking, particulars with
regard to conservation of energy and technology absorption required to
be given under these heads in accordance with the provisions of Section
134 of the Companies Act, 2013, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are not
applicable.
EARNINGS IN FOREIGN EXCHANGE : NIL
EXPENSES INCURRED IN FOREIGN CURRENCY DURING THE YEAR : NIL
ACKNOWLEDGEMENT
Your Directors wish to express their sincere thanks to the Government
of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., State Bank
of India, Industrial Finance Branch, Chennai, Canara Bank, Chennai,
Axis Bank, Chennai Main Branch and the Company''s customers for their
support and co-operation extended to the Company. Your Directors also
wish to place on record their appreciation for the good work put in by
the employees of your Company.
For and on behalf of the Board of Directors,
Place : Chennai UNNAMALAI THIAGARAJAN K. PADMANABAN
Date : 30.05.2014 MANAGING DIRECTOR DIRECTOR
Mar 31, 2013
To The Members
The Directors have great pleasure in presenting the TWENTY SECOND
Annual Report together with the Audited Accounts of your Company for
the Financial Year ended 31.03.2013.
Members would be happy to note that your company has had a successful
year of operation, which has resulted in an after tax profit of Rs.
538.90 Lakhs.
OPERATIONS
The highlights of the Financial Results of your Company are as under:-
For the
year ended For the
year ended
Sl. Particulars 31.3.2013 31.3.2012
No. Rs. in Lacs Rs. in Lacs
1 Income from operations 2115.57 1687.72
2 Non-operating income 53.64 59.68
3 Total expenditure (including financial 1367.18 1111.88
charges and Depreciation)
4 Profit before Taxes 802.03 635.51
5 Provision for deferred tax (16.87) (15.84)
6 Provision for current tax 280.00 230.00
7 Net Profit 538.90 421.35
8 Dividend & tax thereon 65.52 55.79
9 Transfer to General Reserve 200.00 200.00
10 Balance carried forward to Balance Sheet 273.38 165.56
11 Paid up Equity Share Capital 400.00 400.00
DIVIDEND
Your Directors are pleased to recommend a dividend of 14% on the Equity
Share Capital of the Company for the year ended March 31, 2013. The
dividend, if approved by the Shareholders will be paid out of the
profits of the Company for the year to all those equity shareholders
whose names appear on the Register of Members of the Company as on
20.06.2013, being the record date and to those whose names appear as
beneficial owners on the records of National Securities Depository
Limited and Central Depository Services (I) Limited as on 20.06.2013.
FUTURE PROSPECTS
Your Company currently enjoys 100% occupancy level. The company had
expanded the lettable area to another 26000 sqft by modifying and
refurbishing the erstwhile administrative block.
SUBSIDIARY COMPANY
The statement pursuant to Sec 212 of the Companies Act, 1956,
containing the relevant details of the Company''s subsidiary is
attached.
COST AUDITOR
Pursuant to Section 233(B)(2) of the Companies Act, 1956, the Board of
Directors on the recommmendation of the Audit Committee, appointed
Shri.P.Raju Iyer, a Cost Accountant, as Cost Auditor of the Company.
CORPORATE GOVERNANCE
Your Company follows the principles of effective Corporate Governance
Practices. The Company has taken steps to comply with the revised
Clause 49 of the Listing Agreement with the Stock Exchanges. A report
on Corporate Governance is given under separate section titled
"Report on Corporate Governance" and forms part of the Annual
Report.
The Management Discussion and Analysis Report also form part of the
Annual Report.
LISTING OF SHARES
Your Company''s shares are listed presently in Madras Stock Exchange
Limited and Bombay Stock Exchange Limited. Also, the Company''s shares
are traded on the National Stock Exchange.
DEMATERIALISATION OF EQUITY SHARES
As on 31.03.2013, 37,40,836 numbers of equity shares are held in
Dematerialized Form, which constitutes 93.52% of total shareholding.
FIXED DEPOSITS
The company has not invited and accepted Fixed Deposits from the
public.
DIRECTORS
Under the provisions of the Articles of Association of the Company
three of your Directors Thiru P.S.Kumar, Thiru R. Ganapathi and Thiru
K. Kasim retire by rotation at the forth coming Annual General Meeting.
All of them, being eligible, offer themselves for reappointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Sec. 217(2AA) of the Companies (Amendment) Act, 2000, the
Directors confirm:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2013, the applicable Accounting Standards have
been followed and that there are no material departures;
(ii) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit of the
company for that period.
(iii) that they have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of the 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.
(iv) that they have prepared the annual accounts on a going concern
basis.
AUDITORS
M/s S.H. Bhandari & Co. Chartered Accountants, Chennai, the Statutory
Auditors of the Company retire at the conclusion of this Annual General
Meeting and have expressed their willingness to continue as auditors of
the company for the ensuing financial year. Necessary special
resolution has been proposed for appointing them as auditors pursuant
to Sec 224A of the Companies Act, 1956.
INDUSTRIAL RELATIONS
Industrial relations, during the period under review, continued to
remain cordial.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration,
which in the aggregate exceeded the limits fixed under sub-section (2A)
of Section 217 of the Companies Act, 1956. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
As the company is not an industrial undertaking, particulars with
regard to conservation of energy and technology absorption required to
be given under these heads in accordance with the provisions of Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are not applicable.
EARNINGS IN FOREIGN EXCHANGE : NIL
EXPENSES INCURRED IN FOREIGN CURRENCY DURING THE YEAR : NIL
ACKNOWLEDGEMENT
Your Directors wish to express their sincere thanks to the Government
of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., State Bank
of India, Industrial Finance Branch, Chennai and the Company''s
customers for their support and co-operation extended to the Company.
Your Directors also wish to place on record their appreciation for the
good work put in by the employees of your Company.
For and on behalf of the Board of Directors,
Place : Chennai Atul Anand, IAS
Date : 03.05.2013 CHAIRMAN
Mar 31, 2012
The Directors have great pleasure in presenting the TWENTY FIRST
Annual Report together with the Audited Accounts of your Company for
the Financial Year ended 31.03.2012.
Members would be happy to note that your company has had a successful
year of operation, which has resulted in an after tax profit of Rs
421.35 Lakhs.
OPERATIONS
The highlights of the Financial Results of your Company are as under:-
Sl For the year For the year
Particulars ended
31.3.2012 ended
31.3.2011
No. Rs in Lacs Rs in Lacs
1 Income from operations 1,687.72 1,606.45
2 Non-operating income 59.68 62.03
Total expenditure
(including financial
3 1,111.88 1,097.60
charges and Depreciation)
4 Profit before Taxes 635.51 570.88
5 Provision for deferred tax (15.84) (21.72)
6 Provision for current tax 230.00 228.00
7 Net Profit 421.35 364.60
8 Dividend & tax thereon 55.79 55.78
9 Transfer to General Reserve 200.00 200.00
10 Balance carried forward to
Balance Sheet 165.56 108.82
11 Paid up Equity Share Capital 400.00 400.00
* Re-grouped based on revised Schedule VI presentation
DIVIDEND
Your Directors are pleased to recommend a dividend of 12% on the Equity
Share Capital of the Company for the year ended March 31, 2012. The
dividend, if approved by the Shareholders will be paid out of the
profits of the Company for the year to all those equity shareholders
whose names appear on the Register of Members of the Company as on 22nd
June 2012, being the record date and to those whose names appear as
beneficial owners on the records of National Securities Depository
Limited and Central Depository Services (I) Limited as on 22nd June
2012.
FUTURE PROSPECTS
Your Company currently enjoys 100% occupancy level. The company is
expanding the lettable area to another 26000 sqft by modifying and
refurbishing the erstwhile administrative block and the space will be
operational from June 2012.
SUBSIDIARY COMPANY
The statement pursuant to Sec 212 of the Companies Act, 1956,
containing the relevant details of the Company's subsidiary is
attached.
CORPORATE GOVERNANCE
Your Company follows the principles of effective Corporate Governance
Practices. The Company has taken steps to comply with the revised
Clause 49 of the Listing Agreement with the Stock Exchanges. A report
on Corporate Governance is given under separate section titled
"Report on Corporate Governance" and forms part of the Annual
Report.
The Management Discussion and Analysis Report also form part of the
Annual Report.
LISTING OF SHARES
Your Company's shares are listed presently in Madras Stock Exchange
Limited and Bombay Stock Exchange Limited. Also, the Company's shares
are traded on the National Stock Exchange.
DEMATERIALISATION OF EQUITY SHARES
As on 31.03.2012, 37,36,736 equity shares are held in Dematerialized
Form, which constitutes 93.42% of total shareholding.
FIXED DEPOSITS
The company has not invited and accepted Fixed Deposits from the
public.
DIRECTORS
Under the provisions of the Articles of Association of the Company
three of your Directors Thiru C. Ramachandran, Thiru G.Senrayaperumal
and Thiru H. Karthik Seshadri retire by rotation at the forth coming
Annual General Meeting. All of them, being eligible, offer themselves
for reappointment.
DIRECTORS' Responsibility STATEMENT
Pursuant to Sec. 217(2AA) of the Companies (Amendment) Act, 2000, the
Directors confirm:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2012, the applicable Accounting Standards have
been followed and that there are no material departures;
(ii) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit of the
company for that period.
(iii) that they have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of the 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.
(iv) that they have prepared the annual accounts on a going concern
basis.
AuDITORS
M/s S.H. Bhandari & Co. Chartered Accountants, Chennai, the Statutory
Auditors of the Company retire at the conclusion of this Annual General
Meeting and have expressed their willingness to continue as auditors of
the company for the ensuing financial year. Necessary special
resolution has been proposed for appointing them as auditors pursuant
to Sec 224A of the Companies Act, 1956.
INDUSTRIAL RELATIONS
Industrial relations, during the period under review, continued to
remain cordial.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration,
which in the aggregate exceeded the limits fixed under sub-section (2A)
of Section 217 of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
As the company is not an industrial undertaking, particulars with
regard to conservation of energy and technology absorption required to
be given under these heads in accordance with the provisions of Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are not applicable.
EARNINGs IN FOREIGN EXCHANGE : NIL
EXPENSES INCURRED IN FOREIGN CURRENCY DURING THE YEAR : NIL
ACKNOWLEDGEMENT
Your Directors wish to express their sincere thanks to the Government
of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., State Bank
of India, Industrial Finance Branch, Chennai and the Company's
customers for their support and co-operation extended to the Company.
Your Directors also wish to place on record their appreciation for the
good work put in by the employees of your Company.
For and on behalf of the Board of Directors,
Place : Chennai UNNAMALAI THIAGARAJAN, K. PADMANABAN
Date : 17.05.2012 MANAGING DIRECTOR DIRECTOR
Mar 31, 2011
The Directors have great pleasure in presenting the TWENTIETH Annual
Report together with the Audited Accounts of your Company for the
Financial Year ending 31.03.2011.
Members would be happy to note that your company has had a successful
year of operation, which has resulted in an after tax profit of
Rs.364.61 Lakhs.
OPERATIONS
The highlights of the Financial Results of your Company are as under:-
For the year For the year
Sl. Particulars ended 31.3.2011 ended 31.3.2010
No. Rs. in Lacs Rs. in Lacs
1. Income from operations 1606.45 1644.24
2. Non-operating income 62.03 37.67
3. Total expenditure 708.07 690.58
4. Interest 98.50 124.42
5. Gross profit (after interest but before
depreciation and taxation) [1+2)-(3+4)] 872.78 866.91
6. Depreciation 291.03 293.25
7. Provision for deferred tax (21.72) (21.57)
8. Provision for current tax 228.00 220.00
9. Net Profit 364.61 375.23
10. Dividend & tax thereon 55.79 55.97
11. Transfer to General Reserve 200.00 200.00
12. Balance carried forward to
Balance Sheet 108.82 119.26
13. Paid up Equity Share Capital 400.00 400.00
DIVIDEND
Your Directors are pleased to recommend a dividend at the rate of 12 %
on the Equity Share Capital of the Company for the year ended March 31,
2011. The dividend, if approved by the Shareholders will be paid out of
the profits of the Company for the year to all those equity
shareholders whose names appear on the Register of Members of the
Company as on 28th June 2011, being the record date and to those whose
names appear as beneficial owners on the records of National Securities
Depository Limited and Central Depository Services (I) Limited as on
28th June 2011.
FUTURE PROSPECTS
Your Company currently enjoys 100% occupancy level. The proposal to
demolish the administrative block and to erect a new tower in its place
will be implemented upon receipt of necessary clearances.
SUBSIDIARY COMPANY
The statement pursuant to Sec 212 of the Companies Act, 1956,
containing the relevant details of the Companys subsidiary is
attached.
CORPORATE GOVERNANCE
Your Company follows the principles of effective Corporate Governance
Practices. The Company has taken steps to comply with the revised
Clause 49 of the Listing Agreement with the Stock Exchanges. A report
on Corporate Governance is given under separate section titled "Report
on Corporate Governance" and forms part of the Annual Report.
The Management Discussion and Analysis Report also form part of the
Annual Report.
LISTING OF SHARES
Your Companys shares are listed presently in Madras Stock Exchange
Limited and Bombay Stock Exchange Limited. Also, the Companys shares
are traded on the National Stock Exchange.
DEMATERIALISATION OF EQUITY SHARES
As on 31.03.2011, 2242729 numbers of equity shares are held in
Dematerialized Form, which constitutes 56.07% of total shareholding.
FIXED DEPOSITS
The company has not invited and accepted Fixed Deposits from the
public.
DIRECTORS
Under the provisions of the Articles of Association of the Company
three of your Directors Thiru R.Ganapathi, Thiru J.Ravi and
Dr.V.Dharmalingam retire by rotation at the forth coming Annual General
Meeting. All of them, being eligible, offer themselves for
reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Sec. 217(2AA) of the Companies (Amendment) Act, 2000, the
Directors confirm:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2011, the applicable Accounting Standards have
been followed and that there are no material departures;
(ii) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit of the
company for that period.
(iii) that they have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of the 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.
(iv) that they have prepared the annual accounts on a going concern
basis.
AUDITORS
M/s S.H. Bhandari & Co. Chartered Accountants, Chennai, the Statutory
Auditors of the Company retire at the conclusion of this Annual General
Meeting and have expressed their willingness to continue as auditors of
the company for the ensuing financial year. Necessary special
resolution has been proposed for appointing them as auditors pursuant
to Sec 224A of the Companies Act, 1956.
INDUSTRIAL RELATIONS
Industrial relations, during the period under review, continued to
remain cordial.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration,
which in the aggregate exceeded the limits fixed under sub-section (2A)
of Section 217 of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As the company is not an industrial undertaking, particulars with
regard to conservation of energy and technology absorption required to
be given under these heads in accordance with the provisions of Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are not applicable.
EARNINGS IN FOREIGN EXCHANGE : NIL
EXPENSES INCURRED IN FOREIGN CURRENCY DURING THE YEAR : NIL
ACKNOWLEDGEMENT
Your Directors wish to express their sincere thanks to the Government
of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., State Bank
of India, Industrial Finance Branch, Chennai and the Companys
customers for their support and co-operation extended to the Company.
Your Directors also wish to place on record their appreciation for the
good work put in by the employees of your Company.
For and on behalf of the Board of Directors,
Dr. Santhosh Babu, IAS
Chairman
Place : Chennai
Date : 12.05.2011
Mar 31, 2010
The Directors have great pleasure in presenting the NINETEENTH Annual
Report together with the Audited Accounts of your Company for the
Financial Year ending 31.03.2010.
Members would be happy to note that your company has had a successful
year of operation, which has resulted in an aftertax profit of
Rs.375.23 Lakhs despite recession in global economy and more
particularly in IT industry.
OPERATIONS
The highlights of the Financial Results of your Company are as under:-
Sl.No. Particulars For the year For the year
ended 31.3.2010 ended 31.3.2009
Rs. in Lacs Rs. in Lacs
1. Income from operations 1644.24 1901.69
2. Non-operating income 37.67 36.17
3. Total expenditure 690.58 877.27
4. Interest 124.42 166.64
5. Gross
profit (after interest but 866.91 893.95
before depreciation and
taxation) [1+2)-(3+4)]
6. Depreciation 293.25 283.95
7. Provision for deferred tax (21.57) (8.55)
8. Provision for current
tax 220.00 222.00
9. Fringe benefit tax - 1.71
10. Net Profit 375.23 394.84
11. Dividend & tax thereon 55.97 56.16
12. Transfer to General Reserve 200.00 200.00
13. Balance carried forward to 119.26 138.68
Balance Sheet
14. Paid up Equity Share Capital 400.00 400.00
DIVIDEND
Your Directors are pleased to recommend a dividend of 12% on the Equity
Share Capital of the Company for the year ended March 31, 2010. The
dividend, if approved by the Shareholders will be paid out of the
profits of the Company for the year to all those equity shareholders
whose names appear on the Register of Members of the Company as on
21.07.2010, being the record date and to those whose names appear as
beneficial owners on the records of National Securities Depository
Limited and Central Depository Services (I) Limited as on 21.07.2010.
FUTURE PROSPECTS
Your Company currently enjoys 100% occupancy level. As most of the
customers would like to occupy fitted out module, the company offers
around 60% of the space with fit-out.
SUBSIDIARY COMPANY
The statement pursuant to Section 212 of the Companies Act, 1956,
containing the relevant details of the Companys subsidiary is
attached.
CORPORATE GOVERNANCE
Your Company follows the principles of effective Corporate Governance
Practices. The Company has taken steps to comply with the revised
Clause 49 of the Listing Agreement with the Stock Exchanges. A report
on Corporate Governance is given under separate section titled "Report
on Corporate Governance" and forms part of the Annual Report. The
Management Discussion and Analysis Report also form part of the Annual
Report.
LISTING OF SHARES
Your Companys shares are listed presently in Madras Stock Exchange
Limited and Bombay Stock Exchange Limited. During the year, MSE and NSE
have entered into an agreement, which provides for Trading by the
Members of MSE on the NSE platform and also allows companies listed on
MSE to be traded on NSE.
DEMATERIALISATION OF EQUITY / SHARES
As on 31.03.2010, 2231129 numbers of equity shares are held in
Dematerialized form, which constitutes 55.78% of total shareholding.
FIXED DEPOSITS
The company has not invited and accepted Fixed Deposits from the
public.
DIRECTORS
During the year Thiru K. Kasim was appointed by the Board of Directors
as Director under Section 260 of the Companies Act, 1956, on 27.01.2010
as an additional director. He holds office up to the date of Annual
General Meeting and is eligible for reappointment.
The Company has received the prescribed Notice under Section 257 of the
Companies Act 1956, nominating Thiru K. Kasim for the post of the
Director. The attention of the Members is invited to the relevant items
in the Notice of the Meeting and the Explanatory Statement thereto.
Thiru C. Ramachandran, Thiru P.S. Kumar and Thiru H. Karthik Seshadri
retire by rotation and being eligible to offer themselves for
reappointment.
The attention of the Members is invited to the relevant items in the
Notice of the Meeting and the Explanatory Statement thereto.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000,
the Directors confirm: (i) that in the preparation of the annual
accounts for the financial year ended 31st March, 2010, the applicable
Accounting Standards have been followed and that there are no material
departures;
(ii) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit of the
company for that period.
(iii) that they have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of the 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.
(iv) that they have prepared the annual accounts on a going concern
basis.
AUDITORS
M/s S.H. Bhandari & Co. Chartered Accountants, Chennai, the Statutory
Auditors of the Company retire at the conclusion of this Annual General
Meeting and have expressed their willingness to continue as auditors of
the company for the ensuing financial year. Necessary special
resolution has been proposed for appointing them as auditors pursuant
to Section 224A of the Companies Act, 1956.
INDUSTRIAL RELATIONS
Industrial relations, during the period under review, continued to
remain cordial. PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration,
which in the aggregate exceeded the limits fixed under sub-section (2A)
of Section 217 of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As the company is not an industrial undertaking, particulars with
regard to conservation of energy and technology absorption required to
be given under these heads in accordance with the provisions of Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are not applicable.
EARNINGS IN FOREIGN EXCHANGE :NIL
EXPENSES INCURRED IN FOREIGN CURRENCY DURING THE YEAR: NIL
ACKNOWLEDGEMENT
Your Directors wish to express their sincere thanks to the Government
of Tamil Nadu, Electronics Corporation of Tamil Nadu Ltd., State Bank
of India, Industrial Finance Branch, Chennai and the Companys
customers for their support and co-operation extended to the Company.
Your Directors also wish to place on record their appreciation for the
good work put in by the employees of your Company.
For and on behalf of the Board of Directors,
Place : Chennai Dr. Santhosh Babu, IAS
Date : 14.05.2010 Chairman
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