DIRECTORS' REPORT TO THE MEMBERS TELECANOR GLOBAL LIMITED Your Directors hereby present their Twenty third Annual Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March 2016 MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT Management Discussions and Analysis Report, as required under the Listing Agreement with the Stock Exchanges is forms part of the Report. DIVIDEND In view of a loss during the year, there will be no dividend. DIRECTORS: As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr.P. Swetha, retire by rotation and being eligible offer himself for re-appointment at this Annual General Meeting. CORPORATE GOVERNANCE: A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of the Report. CEO'S DECLARATION: Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreement, a declaration by the Managing Director of the Company declaring that all the members of the Board and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company, is enclosed as Annexure to this Report LISTING AT STOCK EXCHANGE: The Equity Shares of the Company continue to be listed on Bombay Stock Exchange Limited. AUDITORS: The Statutory Auditors M/s.Gopal & Rajan, Chartered Accountants, Hyderabad, retire as Auditors of the Company at the conclusion of the Annual General Meeting and being eligible, offer himself for reappointment as Auditors. FIXED DEPOSITS Your Company has not accepted/invited any deposits from the Public for the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under. INFORMATION U/S. 217(1) (E) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988. Conservation of Energy, Technology Absorption, Foreign Exchange earnings and Outgo: a. Conservation of Energy: The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy. b. Technology Absorption: Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up gradation of product and services development. c. Foreign Exchange earnings and outgo: NIL PARTICULARS OF EMPLOYEES: Statement of Particulars of Employees pursuant to the provision of Sec 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules as amended DIRECTORS' RESPONSIBILITY STATEMENT: In terms of the provisions of section 217(2AA) of the Companies Act, 1956 (Act), your Directors confirm as under: 1. That, in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with the proper explanation relating to material departures; 2. 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 or loss of the Company for that period. 3. That, the Directors had 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 the Company and for preventing and detecting fraud and other irregularities; 4. That, the Directors had prepared the annual accounts on a going concern basis. ACKNOWLEDGEMENTS: Your Directors take this opportunity to thank all investors, business partners, clients, banks, regulatory and governmental authorities, stock exchanges and employees for their continued support. For and on behalf of the Board Swetha Pilli Managing Director Place: Hyderabad Date: 27-5-2016 |