| Dear Members,
The Directors have pleasure in presenting their 23rd Annual Report on
the business and operations of the Company and the
accounts for the Financial Year ended March 31, 2015.
1. Financial Results : (Rs in Lacs)
Particulars Consolidated Standalone
2014-2015 2013-2014 2014-2015 2013-2014
Total Income from 3834.16 5603.13 2540.27 3481.95
Operations
Finance Cost 1015.79 1965.32 863.66 1796.13
Depreciation 1914.30 3282.67 1206.24 925.04
Profit before (2347.46) (4089.77) (1599.48) (1544.03)
Taxation
Provisions for Taxes 191.16 349.20 139.87 297.01
Exceptional Items (1711.29) (143.98) (917.43) (1273.85)
Profit after Taxes (4249.92) (4582.95) (2516.92) (2817.88)
Balance brought 1891.04 6473.99 2930.41 6045.31
forward
Prior Period Income Nil Nil Nil Nil
Appropriations Nil Nil Nil Nil
Profit carried to (2419.30) 1891.04 219.14 2930.41
Balance Sheet
Earnings per share (5.37) (5.79) (3.35) (3.93)
2. Brief description of the Company's working during the year/State of
Company's affair:
During the year the consolidated income from operations was Rs 3834.16
lacs as compared to income from operations of Rs 5603.13 Lacs during
the previous financial year. The consolidated Loss was Rs 4249.92 Lacs
as compared to loss of Rs 4582.95 Lacs during the previous financial
year.
The standalone total income from operations was Rs 2540.27 Lacs as
compared to total income from operations of Rs 3481.95 Lacs during the
previous financial year. The standalone Loss was Rs 2516.92 Lacs as
compared to loss of Rs 2817.88 Lacs during the previous financial year.
3. Dividend:
Due to the loss incurred during the year, the Board of Directors of
your Company does not recommend any dividend for the Financial Year
2014-15.
4. Reserves:
Due to loss incurred during the year the amount is not transferred to
reserves.
5. Share Capital:
During the year under review, there was no change in the share capital
structure and the paid up capital of the Company as on 31st March, 2015
was Rs 158410900. During the year under review, the Company has not
issued shares with differential voting rights, sweat equity shares and
shares under Employees Stock Option Scheme
6. Directors and Key Managerial Personnel:
In accordance with the provisions of the Act and the Articles of
Association of the Company Mrs. Chetna Kothari, Director retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offer herself for reappointment.
During the year under review, the members approved the appointments of
Mrs. Chetna Kothari as a Non-Executive Non- Independent Woman Director
who is liable to retire by rotation and Mr. Paresh Pathak and Mr.
Rajesh Panamburkar as Independent Director who is not liable to retire
by rotation.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet criteria of
independence as prescribed both under the act and Clause 49 of the
Listing Agreement with the stock exchanges.
7. Particulars of Employees:
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, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules are provided in the Annual Report
is annexed as Annexure I
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Annual Report is annexed as (Annexure I).
Having regard to the provisions of the first proviso to Section 136(1)
of the Act and as advised, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. The said
information is available for inspection at the registered office of the
Company during working hours and any member interested in obtaining
such information may write to the Company at the registered office of
the Company and the same will be furnished on request.
8. Meetings:
During the year nine Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
9. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration Committees.
The manner in which the evaluation has been carried out is explained as
follows:-
The Independent Directors of the Company, at their meeting (without the
attendance of Non-Independent Directors and members of management),
reviewed the performance of the Board as a whole and the Board
Committee and also evaluated the performance of Non-Independent
Directors and the Board of the Company taking into account the views of
Executive Directors and Non-Executive Directors and based on attendance
record and intensity of participation at meetings, quality of
interventions, special contributions and interpersonal relationships
with other Directors and Management .
10. Remuneration Policy:
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration policy is attached as
(Annexure- II).
11. Details of Subsidiary:
Pursuant to sub-section (3) of Section 129 of the Act, the statement
containing the salient feature of the financial statement of a
company's subsidiary or subsidiaries is given in Form AOC-I as
(Annexure- III).
Further, the Annual Accounts and related documents of the subsidiary
company shall be kept open for inspection at the Registered & Corporate
Office of the Company. The Company will also make available copy
thereof upon specific request by any Member of the Company interested
in obtaining the same. Further, pursuant to Accounting Standard AS-21
issued by the Institute of Chartered Accountants of India, Consolidated
Financial Statements presented by the Company in this Annual Report
include the financial information of its subsidiary.
12. Auditors:
The Board proposes the re-appointment of M/s Koshal & Associates,
Chartered Accountants, Mumbai as Statutory Auditors, based on the
recommendations of the Audit Committee, to hold office from the
conclusion of the ensuing Annual General Meeting till the conclusion of
the next Annual General Meeting.
The Company has received letter from him to the effect that his
re-appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and they are not
disqualified for re-appointment.
Resolutions seeking your approval on these items are included in the
Notice convening the Annual General Meeting. Members are requested to
consider the appointment of M/s. Koshal & Associates, Chartered
Accountant, Mumbai, for the current year, on a remuneration to be
decided by the Board of Directors.
13. auditors' report
Qualifications mentioned in Auditors Report which are as follows:-
* Non compliance of Section 205(1A) of the Company's Act, 1956:- Due to
liquidity crunch faced by the company, there has been a delay in
payment of dividend to some shareholders.
* Non provision of interest amount :- Due to severe financial crisis,
the Company has requested some of the lenders to waive off some part of
their interest on loan and negotiation on said matter is going on
between the Company and the lenders. On the basis of discussion with
lenders, management feels that no interest provision is required on
loan from some of the lenders however, if any interest provision is
required as per final negotiation it will be made as and when required.
14. Secretarial Audit Report :
In terms of Section 204 of the Act and Rules made there under, M/s.
Jaanvi Joshi & Associates, Company Secretaries, Practicing Company
Secretary have been appointed Secretarial Auditors of the Company. The
report of the Secretarial Auditors is enclosed as (Annexure IV) to this
report. The report is self-explanatory and our reply to the comments
are as follows:-
* During the year we did not get a suitable candidate for the post of
Company Secretary and Chief Financial Officer in our Company as
required in terms of Section 203(1) of the Companies Act, 2013. We are
continuously posting our recruitment for the post of CS in news paper
and on job portal website. We ensure you as soon as we get a suitable
candidate we will appoint immediately.
* As mentioned by the Secretarial Auditor we have paid/ partially paid/
replied to each notices received by us under Section 58AA and Section
73 of the Companies Act, 1956 and Companies Act, 2013 respectively;
* As mentioned by the Secretarial Auditor there is a dispute between
Company and Ahmadabad Stock Exchange for delisting of its securities
and the matter is under dispute. Hence Company has not complied with
the Listing Agreement with Ahmadabad Stock Exchange.
* Due to financial difficulty there is delay in payment of listing fees
to the stock exchanges.
* We have increased our Authorized Capital on 30.09.2013 Annual General
Meeting. But due to heavy stamp duty fee and cash crunch in the company
e-form was not filed with the Registrar of Companies and the same was
not updated on MCA website. Because of that we could not able to file
Annual return (E-Form 20B) in terms of Section 159 of the Companies
Act, 1956 for the year ended March 31, 2014.4
* The Company has received multiple notices under Section 433 and 434
of the Companies Act, 1956 for default of repayment as Company is
facing financial difficulty.
15. Vigil Mechanism/Whistle Blower Policy :
In pursuant to the provisions of Section 177(9) & (10) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement, a Vigil Mechanism/
Whistle Blower Policy for directors and employees to report genuine
concerns has been established. The Vigil Mechanism Policy/ Whistle
Blower Policy has been uploaded on the website of the Company at
www.tilinfo.com under http://www.tilinfo.com/Policies.aspx.
16. Risk Management Policy:
The Company has framed a Risk Management Policy to identify and access
the key business risk areas and a risk mitigation process.
A detailed excise is being carried out that the organization faces such
as strategic, financial, credit, market, liquidity, legal, regulatory
and other risks. The Board periodically reviews the risks and suggests
steps to be taken to control and mitigate the same through a properly
defined framework.
17. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as (Annexure V) .
18. Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report:
There is no material changes and commitments, affecting the financial
position of the Company which have occurred between the end of the
financial year of the Company to which the financial statements relate
and the date of the report.
19. 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 are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future.
20. Adequacy of internal Financial Controls.
The Company has adequate internal financial controls in place with
reference to financial statements. These are continually reviewed by
the Company to strengthen the same wherever required. The internal
control systems are supplemented by internal audit carried out by an
Internal Auditor and Statutory Auditor and periodical review by
management. The Audit Committee of the Board addresses issues if any,
raised by both, the Internal Auditors and the Statutory Auditors.
21. Deposits:
The details relating to deposits, covered under Chapter V of the Act,-
(a) accepted during the year; Rs 5,77,63,021/-
(b) remained unpaid or unclaimed as at the end of the year; Rs
19,66,99,921/-
(c) whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such
cases and the total amount involved-
(i) at the beginning of the year; Principle - Rs 68,71,000/- Interest -
Rs 23,71,509/-
(ii) maximum during the year; Principle - Rs 4,32,50,116/- Interest -
Rs 1,26,46,438/-
(iii) at the end of the year; Principle - Rs 4,32,50,116/- Interest -
Rs 1,26,46,438/-
The Company has complied with all the requirements of Chapter V of the
Act except Section 73(2) (C ), 73 (3) and 74 (1) (b) of the Companies
Act, 2013.
The Company has filed an application under Section 74(2) of the
Companies Act, 2013 to the Honorable Company Law Board for extension of
time to repay deposits on 09.10.2014 and on amendment of the Company
Law Board regulations, 1991 vide order no. F. No. 113/36/2001-CLB dated
28th January, 2015 (the "order"), the Company once again submitted a
petition in the revised format on 31st March, 2015 to the Honorable
Company Law Board thereby seeking extension of time to repay deposits.
22. Particulars of loans, guarantees or investments under section 186:
Details of Loans, Guarantees and Investments, if any covered under the
provisions of Section 186 of the Act are given in the notes to the
Financial Statements.
23. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arm's length
transactions under third proviso thereto shall be disclosed in Form No.
AOC-2. As (Annexure VI).
24. Corporate Governance Certificate:
The Compliance certificate from the auditors regarding compliance of
conditions of corporate governance as stipulated in Clause 49 of the
Listing agreement shall be annexed with the report.
25. Management Discussion And Analysis:
The Management Discussion and Analysis forms part of this Annual Report
for the year ended 31st March, 2015.
26. Disclosures:
Audit Committee:
Audit Committee comprises of Mr. Rajesh Panamburkar, Mr. Paresh Pathak
and Mr. Chetan Kothari. All the recommendations made by the Audit
Committee were accepted by the Board.
27. Obligation Of Company Under The Sexual Harassment Of Women At
Workplace (Prevention, Prohibition And Redressal) Act, 2013:
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made
there under, your Company has constituted Internal Complaints
Committees (ICC). During the year Company has not received any
complaint of harassment.
28. Conservation Of Energy, Technology Absorption And Foreign Exchange
Earnings And Outgo
The information as prescribed under Section 134(3) (m) of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014 is as
follows:
A. Conservation Of Energy:
The operations of your Company are not energy-intensive. However,
adequate measures have been taken to ensure that there is optimum
utilization of energy with no wastage, as far as possible.
B. Technology Absorption And Research & Development:
Your Company develops software to provide efficient Business Process
Outsourcing services to its customers. The systems team of your Company
does continuous research and development for up gradation of the
software, in order to provide better services to its clientele. Your
Company also develops software products to process the data required
for providing services to its customers.
Your Company takes efforts to adapt latest technology and techniques,
which helps it to be in competition.
C. Foreign exchange earnings and Outgo:
During the year, the total foreign exchange used was Rs 2496.41 lakh
and the total foreign exchange earned was Rs 168.58 lakh.
29. Corporate Social Responsibility (CSR):
The Company has constituted Corporate Social Responsibility Committee
on 29th May, 2014 in terms of the provision of Section 135(1) of the
Companies Act, 2013. It comprises three members namely Mr. Chetan
Kothari, Mr. Paresh Pathak and Mr. Rajesh Panamburkar. This CSR
Committee reviews and restates the Company's CSR policy in order to
make it more comprehensive and aligned with the activities specified in
Schedule Vll of the Companies Act, 2013.
As per Section 135(5) of the Companies Act, 2013 and applicable rules
made there under, Company is required to spend in every financial year
at least 2% of average net profits of the company made during the three
immediately preceding financial years.
In this regard CSR committee after discussion arrived to the conclusion
that our Company is not required to spend 2% of average net profits of
the company made during the three immediately preceding financial years
as Company has incurred average net loss during the three immediately
preceding financial years.
Annual Report on CSR activities annexued herewith as Annexure VII
30. Human Resources:
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide for the motivation of the employees.
31. Directors' Responsibility Statement:
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that-
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) 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) 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) the directors had prepared the annual accounts on a going concern
basis; and
(e) 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) 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.
32. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
Registered Office: By Order of the Board
Tricom House, Gandhi Estate
Safed Pool, Andheri Kurla Road,
Andheri (East), Mumbai-400072 Chetan Kothari Chetna Kothari
CIN:L65910MH1992PLC068953 Managing Director Director
Place: Mumbai
Date : September 1, 2015
|