| The Directors are pleased to present the 13th Annual Report, together
with the audited accounts, for the financial year ended 30th June,
2003.
FINANCIAL RESULTS:
(Rs in Lakhs)
2002-03 2001-02
GROSS INCOME:
Exports - 19.00
Domestic 1522.60 3127.08
Other Income 27.72 28.06
TOTAL 1550.32 3174.14
OPERATING RESULTS:
Profit Before Tax 123.22 782.52
Provision for Taxation 10.50 74.00
Provision for Deferred Tax 0.02 6.27
Net Profit After Tax 112.70 702.25
Add: (Short)/Excess Tax (0.70) (0.04)
Provision of earlier Years.
Balance Brought Forward 2145.25 1443.04
from Previous year
Balance Available for 2257.25 2145.25
Appropriation
APPROPRIATIONS:
Transfer to General Reserve 100.00 -
Surplus Carried Forward 2187.25 2145.25
KEY RATIOS :
The following ratios appropriately reflect, the financial performance
and position of your Company :-
Particulars F.Y.2002-03 F.Y.2001 -02
Earnings Per Share 0.84 5.25
Interest Coverage Ratio 10.69 39.98
Net Profit Ratio 8.09% 24.87%
Current Ratio 10.98 8.43
Book Value Per Share 30.32 29.48
DIVIDEND :
The Directors are of the view that the IT sector has to face challenges
and changes in technological development. In order to meet the
diversification and expansion programmes it is necessary to conserve
the resources and hence the inability to recommend dividend
LISTING AGREEMENT WITH STOCK EXCHANGES :
Pursuant to requirement of Listing Agreement, the Company declares that
its securities are listed on stock exchanges at Mumbai, Ahmedabad,
Calcutta and Cochin. The Company confirms that it has paid annual
listing fees, to all the above Stock Exchanges up to the year
2003-2004. The company is regular in complying with the guidelines of
the Listing Agreements.
VOLUNTARY DELISTING FROM THE OTHER STOCK EXCHANGES:
In order to economise on expenditure on listing fees and in view of
SEBI Guidelines permitting delisting, the Company has decided to get
its shares delisted from Calcutta and Cochin Stock Exchanges. A
resolution in this regard has been incorporated in the accompanying
notice.
IN-HOUSE CONNECTIVITY FOR DEMATERIALSATION OF SHARES:
In compliance with the SEBI's directives the company has established
in-house electronic connectivity with NSDL and CDSL and all shares
registry functions in terms of both physical and electronic are being
discharged at single point at its registered office.
RESULTS OF OPERATIONS :
The Company sought to effect radical changes in its product line and
the resultant category of customers that it deals with, during the year
under review. As a result of such changes being effected, the gross
turnover was adversely hit and recorded a significant fall during the
year. Your Directors however take satisfaction from the fact that
despite such a fall in turnover, its bottom line remained positive
which is seen as a validation of the presently amended business plans
of the Company, there was also a reduction in the operating and
administration costs, due to long term cost cutting measures initiated
by the Company, which are bearing result. Due to debt reduction and
restructuring, an encouraging reduction in the financials costs and
interest was also recorded. The results for the improved period may be
viewed as those of an intervening period when a revalidation of
business plans was being effected by the Company.
FUTURE BUSINESS AND OUTLOOK :
The Indian economy, in tandem with the world economy, has registered a
marked growth in the current fiscal. Our GDP is expected to grow by 8%
aided by a smart recovery in agricultural growth and industrial
production. The recovery has been balanced and all round, and
information technology remains a bright spot. Due to the sharp pick up
in IT spend in the key Western markets, these has been a growth of
almost 25% in the IT sector in India. It has been witnessed in hardware
as well as the software segments of information technology, wherein the
company is very well positioned. This growth momentum is perceived to
be of a long term and is expected to surge ahead, in the near
foreseeable future too. As long as the Company moves its trade and
business into products in demand, profitable growth is bound to be
registered. The outlook for business is thus bright and is very
encouraging. As more and more foreign companies seek to tap our
strength in the 17 sector, it will further expand our markets and help
us to record a faster growth. India is indeed very well positioned in
the IT business globally, which should enable it to drive further
growth in the Indian economy too. Your Directors are confident of
adopting the company's business to new products and sector from time to
time.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
Pursuant to Clause 49 of the Listing Agreement, a Management Discussion
and Analysis Report, giving segment wise performance and outlook is
given as Annexure to this Report.
CORPORATE GOVERNANCE :
A separate section on Corporate Governance Report, is included in the
Annual Report together with the Certificate from the Company's
Auditors, confirming the compliance of the conditions.
DIRECTORS' RESPONSIBILITY STATEMENTS :
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors subscribe to the Directors' Responsibility Statement and
confirm that :-
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures.
2. The Directors have 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 affairs of the
Company, at the end of the financial year and of the profit or loss of
the Company, for that period.
3. They have taken proper and sufficient care, to the best of their
knowledge and ability, for the maintenance of adequate accounting
records, in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
4. They have prepared the financial statements on a going concern
basis.
FIXED DEPOSITS :
The Company has accepted fixed deposits within the meaning of Section
58A of the Companies Act, 1956 and the Companies (Acceptance of
Deposits) Rules, 1975 and the required rules have been duly complied
with.
DIRECTORS :
Dr. Umesh R Khariwala and Mr. Raja Yadav, retire by rotation and being
eligible, offer himself for reappointment at the ensuing Annual General
Meeting.
Mr. Rajkumar C Basantani, Dr. Swamy Pravin Kartikaswamy, Mr. Vijay
Jain, and Mr. Haresh Teckchandani has resigned as Directors of the
Company, in view of their other pressing engagements, which prevented
them from devoting adequate time to the Company. The Board places on
record, its appreciation for the valuable contributions made by them.
Further Dr. Umesh R Khariwala and Mr. Raja Yadav were appointed as
Additional Directors in the Board.
APPOINTMENT OF MANAGING DIRECTOR :
Mr. Vikash Seth were appointed as additional director and the Board has
proposed to appoint him as the Managing Director of the company in the
forthcoming Annual General Meeting, considering his rich experience in
the industrial and commercial field.
Thus, your approval is sought for his appointment vide resolution set
out in the accompanying notice.
CHANGE OF CONTROL:
The Company is planning to come up with some expansion plans. Mr. Raj
Basantani was the Chairman and Director of the company and looking
after day to day management of the Company. The Securities and Exchange
Board of India in its order dated September 19,2002 barred Mr. Raj
Basantani from assessing the Capital Market for a period of 3 years.
Since the Company is planning to come up with some expansion plans, the
order against Mr. Raj Basantani could be a roadblock in the smooth
going of process of expansion work. Thus Mr. Raj Basantani has
requested the Board to accept his resignation in the best interest of
the company and proposed to shift the control to Mr. Vinod Hingorani
and to appoint him as the Chairman of the company.
The Board has approved the change of control in its Board Meeting dated
2" August, 2003 and the same is being confirmed by special resolution
under section 192A of the Companies Act, 1956 and Regulation 12 of the
SEBI (Take Over) Regulation in the Extra Ordinary General Meeting held
on 6th September, 2003 with the facility of Postal Ballot.
AUDITORS :
During the year Ms. Sunita Narang, Chartered Accountants have resigned
as the Statutory Auditor of the Company due to her other
pre-occupations. The casual vacancy caused by her resignation was
filled by the appointment of M/s. V.Subramanian & Co., Chartered
Accountants, in the Extra- ordinary General Meeting held on 6
September, 2003, till the conclusion of 13 Annual General Meeting.
Shareholders are requested to re-appoint the Auditors to the Company.
M/s. V.Subramanian & Co., Chartered Accountants, the statutory auditor
of the Company, retires at the Annual General Meeting and is eligible
for reappointment.
AUDIT COMMITTEE :
The Audit Committee consists of three non-executive directors. The
present members of the committee are Mr. Vinod Hingorani, Dr. Umesh
Khariwala and Mr. Raja Yadav. Mr. Vinod Hingorani is the Chairman of
the Audit Committee.
The role, terms of reference, the authority and power of Chairman are
in conformity with the requirements of the Companies Act, 1956.
The Committee met periodically during the year and had discussions with
the auditors on the internal control systems and internal audit report.
PARTICULARS OF EMPLOYEES :
Information, in accordance with the provisions of Section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, regarding the employees, is
presently not applicable to the Company. Since no employee draws the
amount, as specified in the provision.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :
The operations of the Company are not energy intensive. Adequate
measures, have however been taken, to reduce energy consumption. There
was no transaction pertaining to technology acquisition during the year
under review.
FOREIGN EXCHANGE EARNINGS AND OUTGO :
The total foreign exchange earned during the year, through exports is
Rs. Nil Lacs (Previous year Rs. 19 Lac) as against the total foreign
exchange expenditure amount of Rs. Nil Lac (Previous Year Rs. Nil).
APPRECIATION :
The Company's relation with the employees at all level has been
cordial. The Directors take this opportunity of placing on record their
apperceptions of the devoted and committed services rendered by the
staff during the year under review.
By and on behalf of the Board of Directors
For ADAM COMSOF LIMITED
Vinod Hingorani
Chairman
Place: Mumbai
Date: 5th December, 2003
|