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Directors Report of Aurum Soft Systems Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the report on the business and operations of your Company along with the audited accounts for the financial year ended March 31, 2015.

A. Results of operation

Particulars 31-03-2015 31-03-2014 (Rs.) (Rs.)

Consolidated

Revenue from operation and other income 1,128,942,752 1,212,269,770

Earnings before Depreciation and 13,510,881 1,768,170 amortization

Depreciation and amortization 31,854,421 23,375,585

Profit before Exceptional items (18,343,540) (21,607,415)

Exceptional Items

Provision for diminution in value of - - Investment

Bad debts (write-off of loan) - (3,561,232)

Provision for impairment of goodwill on - (50,000,000) Consolidation

Profit / (Loss) on sale of investment in (27,577,367) - Subsidiary

Profit Before Tax (45,920,907) (75,168,647)

Less : Provision for Taxation (171,406) 3,467,414

Profit After Tax (45,749,501) (78,636,061)

Particulars 31-03-2015 31-03-2014 (Rs.) (Rs.)

Standalone

Revenue from operation and other income 109,780,464 130,654,883

Earnings before Depreciation and 9,781,266 12,965,876 amortization

Depreciation and amortization 10,889,258 10,785,788

Profit before Exceptional items (1,107,992) 2,180,088 Exceptional Items

Provision for diminution in value of - (50,000,000) Investment

Bad debts (write-off of loan) - (3,561,232)

Provision for impairment of goodwill on - (50,000,000) Consolidation

Profit / (Loss) on sale of investment in - - Subsidiary

Profit Before Tax (1,107,992) (51,381,144)

Less : Provision for Taxation (171,406) 680,282

Profit After Tax (936,586) (52,061,426)

During the financial year 2014-15, no amount has been transferred to the reserves.

B. Dividend

As the Company has suffered losses, your Directors have decided not to declare any dividend for the financial year 2014-15.

C. Disposal of step down subsidiaries

The economic slowdown and the tightening of the immigration laws and hiring procedures have had an adverse effect on the operations of the Company's step down subsidiaries namely Dice Technologies Inc., USA and Dicetek LLC., Dubai. This has also adversely impacted the financial viability of the step down subsidiaries. In view of this, Dicetek (Sing) Pte Limited, Singapore, has disposed of investment in the shares held by it in Dice Technologies Inc., USA. Accordingly, Dice Technologies Inc., USA has ceased to be a subsidiary of the Company. Dicetek (Sing) Pte Limited, Singapore has also taken steps to dispose of its investment in Dicetek LLC., Dubai.

D. Management Discussion and Analysis report

E. Directors and Key Managerial Personnel

Mr. Srikanth Ramanathan was re-appointed as Managing Director of the Company for a period of 1 year with effect from February 6, 2014. Accordingly, his term as Managing Director ended on February 5, 2015. The Board of Directors of the Company based on the recommendation of the Nomination & Remuneration committee have re-appointed Mr. Srikanth Ramanathan as Managing Director for a period of one year with effect from February 6, 2015. Mr. Srikanth Ramanathan has expressed his desire to not draw any remuneration from the company and accordingly, he is not being paid any remuneration w.e.f. January 1, 2012. The Board of Directors recommend the re-appointment of Mr. Srikanth Ramanathan as Managing Director for a period of 1 year with effect from February 6, 2015. Mr. Srikanth Ramanathan, Managing Director retires by rotation in accordance with the provisions of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

During the year, Mr. S. Ramakrishnan has resigned as Director with effect from April 9, 2014. Further, Mr. S. Arun Kumar, Chief Financial Officer and Company Secretary has also resigned with effect from April 9, 2014. The Company is on the lookout for suitable persons for the positions of Chief Financial Officer and Company Secretary.

During the year under review, the members of the Company approved the appointment of Mr. K. Balaji, Mr. K. S. Vaidyanathan and Mr. V. Ganapathi Subramanian, as Independent Directors who are not liable to retire by rotation. With the appointment of Independent Directors, the conditions specified in the Companies Act 2013 and the Rules made thereunder as also under revised Clause 49 of the Listing Agreement stand complied.

Mrs. Kamakshi Shankararaman was appointed as an Additional Director by the Board with effect from July 10, 2015. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mrs. Kamakshi Shankararaman will hold office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member along with requisite deposit proposing the candidature of Mrs. Kamakshi Shankararaman for the office of Independent Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013. In the opinion of the Board of Directors, Mrs. Kamakshi Shankararaman, the Independent Director proposed to be appointed, fulfils the conditions specified in the Companies Act 2013 and the Rules made thereunder and she is independent of the Management.

The Board has based on the recommendation of the Nomination and Remuneration Committee and subject to approval of the shareholders, appointed Mrs. Kamakshi Shankararaman as Independent Director with effect from July 10, 2015, for a term up to July 09, 2020, and whose office shall not be liable to retire by rotation.

The Independent Directors have submitted the declaration of independence, as required under Section 149 of the Companies Act 2013 and Clause 49 of the listing agreement, declaring that they meet the criteria of independence.

The information to shareholders as per Clause 49 of the Listing agreement pertaining to the Director / Managing Director seeking appointment / re-appointment, are being provided in the Notice of the Annual General Meeting which forms part of this Annual Report.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors and their remuneration. The policy for selection and appointment of Directors and their remuneration is stated in the Report on Corporate Governance.

The manner in which formal evaluation has been made by the Board of its own performance and that of its committees and individual directors is given in the Report on Corporate Governance.

The Company has devised a formal familiarization programme for its Independent Directors, the details of which are provided in the Report on Corporate Governance.

F. Meetings of the Board and Audit Committee

During the year under review, five meetings of the Board of Directors and four meetings of the Audit Committee were held. For further details, please refer the report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

G. Auditors

I. Statutory Auditor

Mr. S. Ramanath, Chartered Accountant, Coimbatore (Membership number 29416) was re-appointed as the statutory auditor of the Company at the last Annual General Meeting for a period of 3 years to hold office till the conclusion of the 23rd Annual General Meeting of the Company to be held in the year 2017 (subject to ratification of his appointment at every Annual General Meeting).

As per the provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, the appointment of Mr. S. Ramanath as Auditor of the Company till the conclusion of the 23rd Annual General Meeting of the Company to be held in the year 2017 is subject to ratification of his appointment at every Annual General Meeting. Your Directors recommend the ratification of appointment of Mr. S. Ramanath as Auditor of the Company.

The Company has received confirmation from Mr. S. Ramanath to the effect that his appointment is within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that he is not disqualified for re-appointment.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

II. Internal Auditor

As per Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, Ms. M.S. Indira, Chartered Accountant, Chennai (Membership No. 230544) was appointed as an Internal Auditor of the Company for financial year 2014-15.

III. Secretarial Auditor

The Board has appointed M/s. Aashish Kumar Jain & Associates, Practising Company Secretaries, Chennai, to conduct Secretarial Audit of the Company for the financial year 2014-15. The Report of the Secretarial Audit is annexed herewith as "Annexure - 1". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

H. Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the Loss of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

I. Subsidiary

As at March 31, 2015, your Company has 2 subsidiaries namely, Dicetek (Sing) Pte Limited, Singapore and Dicetek LLC., Dubai. Both these subsidiaries are engaged in the business of providing IT Services and Consulting.

During the year, M/s. Dicetek (Sing) Pte Limited, Singapore has completed the sale of its investment in M/s. Dicetek

Technologies Inc., USA. Consequent to this, M/s. Dicetek Technologies Inc., USA has ceased to be a step down subsidiary of the Company.

As required under the Listing Agreements entered into with the Stock Exchanges and Section 129(3) of the Companies Act 2013, the Company has prepared the consolidated financial statement of the Company and all its subsidiaries, which forms part of this Annual Report. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 133 of the Companies Act, 2013.

A statement containing the salient features of the financial statement of the subsidiaries in the prescribed format AOC-1 is attached to the standalone financial statements of the Company. The statement also provides the details of performance, financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the Company's website www.aurumsoftsystem.com. These documents will also be available for inspection during business hours at the registered office of the Company.

J. Corporate Governance

In terms of Clause 49 of the Listing Agreement with the stock exchanges, a Report on Corporate Governance is made part of this Annual report.

A certificate from a practicing Company Secretary regarding compliance of the conditions stipulated for Corporate Governance under Clause 49 of the Listing Agreement is attached to this report.

The declaration by the Managing Director addressed to the members of the Company pursuant to Clause 49 of the Listing Agreement regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to this Report.

K. Risk Management

The Company views risk management as a continuous process which is the principal driver for effective Corporate Governance and for enhancement of value to the shareholders.

During the year, the Board has formed a Risk Management Committee to oversee and manage the Risk Management and mitigation frame work. The Risk Management Committee comprises of Mr. K. Balaji, Chairman and Mr. Srikanth Ramanathan, Managing Director. The detailed terms of reference of the Risk Management Committee is provided in the report on Corporate Governance.

The Company has framed a policy on Risk Management and the same has been posted on the Company's website and is available on the following link:

http://www.aurumsoftsystems.com/cp/pdf/031020141412323532Risk%20Mgt% 20Policy%20-%20Aurum%20website-October%202014.pdf

L. Related Party Transaction

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. During the year, the Company had not entered into any related party transaction which could be considered material in accordance with the policy of the Company on Related Party Transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and the same is available on the following link:

http://www.aurumsoftsystems.com/cp/pdf/031020141412337111Related% 20party%20transactions%20policy.pdf

The particulars of transactions between the Company and its related parties, is set out in Note 23 of Notes to the standalone financial statements.

M. Corporate Social Responsibility

The requirement on Corporate Social Responsibility as provided in Section 135 of the Companies Act, 2013 is not applicable to your Company.

N. Whistle Blower Mechanism

Your Company has adopted a Whistle Blower Policy so that the employees of the Company have a secure mechanism to report any concerns that they may have of actual, suspected or planned wrongdoings to the Chairman of the Board and Chairman of the Audit Committee. The whistle blower policy is available on the Company's website in the following link:

http://www.aurumsoftsystems.com/cp/ pdf/021020141412254893whistle%20blower%20policy.pdf

O. Conservation of Energy, Technology Absorption and Research & Development

Your Company's power requirements are very minimal. Your Company however takes every possible step to make optimum utilization of energy and avoid unnecessary wastage of power.

Your Company keeps itself updated with the latest technology available in the market. Your Company constantly strives to enhance state-of-the-art development standards to meet the ever growing challenges of the corporate world. Your company aims at providing future-proof and future adaptable technologies to all its clients.

P. Extract of Annual Return

Extract of the Annual Return of the Company is annexed herewith as "Annexure - 2" to this Report.

Q. Foreign Exchange Earnings and Outgo

During the financial year 2014-15, the total foreign exchange earnings on account of Interest on Loan to the Company's wholly owned foreign subsidiary was Rs. 15.11 lakhs. There was no expenditure incurred by the Company in foreign currency during financial year 2014-15.

R. Deposits

During the year, your Company has not accepted any deposits from the public.

S. Particulars of Employees and related disclosures

During the financial year 2014-15, no employee of the Company has drawn remuneration in excess of the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, that requires disclosure under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

i. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year

No remuneration has been paid to any of the Directors of the Company. The sitting fees paid to the Directors is not treated as remuneration. The median remunerate on of the employees of the Company during the financial year 2014-15 is Rs. 142,200.

ii. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

There is no increase in remuneration of Key Managerial Personnel.

iii. The percentage increase in the median remuneration of employees in the financial year

The percentage increase in the median remuneration of the employees during the financial year 2014-15 is 12.85%.

iv. The number of permanent employees on the rolls of company

The number of permanent employees on the rolls of the Company as on 31st March 2015 is 618.

v. The explanation on the relationship between average increase in remuneration and company performance

The Company's Loss after Tax for the Financial Year 2014-15 was Rs. 9.37 lakhs compared to a Profit after Tax (excluding exceptional items) of Rs. 15 lakhs (i.e. a decrease of 164.87%). The average increase in remuneration of the employees (excluding Key Managerial Personnel) during the financial year 2014-15 is 10.82%. The increase in remuneration is in line with the remuneration policy of the Company.

vi. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company

No remuneration is paid to the Managing Director of the Company. The Company does not have any other Key Managerial Personnel.

vii. Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year

Issued Closing Market Particulars Capital Market EPS (Rs.) PE ratio Capital (Shares) Price per -isation share (Rs> (Rs. in Crores

As on 31st 65,100,000 9.00 (0.80) N.A 58.59 March 2014

As on 31st 65,100,000 1.60 (0.01) N.A 10.42 March 2015

Increase / (Decrease) - (7.40) 0.79 (48.17)

% Increase / (Decrease) - (82.22%) 98.75% (82.22%)

Issue Price of the share at the - 2.00 last Public Offer (IPO)

(Decrease) in market price as on 31st March 2015 as - (0.40) compared to Issue Price at IPO

% (Decrease) in market price - (20.00%)

viii. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Average increase in remunerate on of employees other than Key Managerial Personnel is 10.82%. No remuneration is paid to the Managing Director of the Company. The Company does not have any other Key Managerial Personnel.

ix. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company

No remuneration is paid to the Managing Director of the Company. The Company does not have any other Key Managerial Personnel.

x. The key parameters for any variable component of remuneration availed by the directors

No remuneration has been paid to any of the Directors of the Company. The sitting fees paid to the directors is not treated as remuneration.

xi. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

Not Applicable

xii. Affirmation that the remuneration is as per the remuneration policy of the company

The remuneration is as per the remuneration policy of the Company

T. Other Disclosures

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

During the year under review, no Compliant was received by the Company pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of Loans given and Investments made by the Company, in its subsidiary are given in Note 30 and 9 respectively in notes forming part of the standalone financial statements. Apart from this, the Company has not given any Loan or Guarantee or made any investments covered under the Provisions of Section 186 of the Companies Act, 2013.

U. Appreciation

Your Directors wish to place on record their appreciation to all shareholders, customers, suppliers and bankers for their co-operation and support extended to the Company.

Your Directors also place on record their appreciation of the efforts and contribution during 2014-15 of the Company's employees.

For and on behalf of the Board of Directors

K. Balaji Chennai, July 10, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors are pleased to present the report on the business and operations of your Company along with the audited accounts for the financial year ended March 31, 2014.

A. Results of operation

31-03-2014 31-03-2013 Particulars (Rs.) (Rs.) Consolidated

Revenue from operation and other income 1,212,269,770 1,114,691,747 Earnings before Depreciation and

amortization 1,768,170 35,970,196

Depreciation and amortization 23,375,585 19,062,007

Profit before Exceptional items (21,607,415) 16,908,189

Exceptional Items - -

Provision for diminution in value of - -

Investment - -

Bad debts (write-off of loan) (3,561,232) -

Provision for impairment of goodwill on Consolidate on (50,000,000) -

Profit Before Tax (75,168,647) 16,908,189

Less : Provision for Taxation 3,467,414 1,460,109

Profit After Tax (78,636,061) 15,448,080

31-03-2014 31-03-2013 Particulars (Rs.) (Rs.) Standalone

Revenue from operation and other income 130,654,883 174,241,508 Earnings before Depreciation and

amortization 12,965,876 11,919,129

Depreciation and amortization 10,785,788 10,785,788

Profit before Exceptional items 2,180,088 1,133,341

Exceptional Items - -

Provision for diminution in value of Investment (50,000,000) -

Bad debts (write-off of loan) (3,561,232) -

Provision for impairment of goodwill on Consolidation - -

Profit Before Tax (51,381,144) 1,133,341

Less : Provision for Taxation 680,282 778,704

Profit After Tax (52,061,426) 354,637

B. Dividend

As the Company has suffered losses, your Directors have decided not to declare any dividend for the financial year 2013-14.

C. Disposal of step down subsidiaries and write-off of investment in subsidiary

The economic slowdown and the tightening of the immigration laws and hiring procedures have had an adverse effect on the operations of the Company''s step down subsidiaries namely Dice Technologies Inc., USA and Dicetek LLC., Dubai. This has also adversely impacted the financial viability of the step down subsidiaries.

In view of this, Dicetek (Sing) Pte Limited, Singapore has during financial year 2013-14, provided for impairment loss of S$ 249,692 on its investment in Dice Technologies Inc., USA, in addition to the impairment loss of S$ 2.24 million provided earlier.

In order to reflect the diminution in the value of the investment in the subsidiary, the Company has in accordance with Accounting Standard - 13 ("Accounting for Investments"), provided for the diminution in value of investment to the extent of Rs. 5 crores during financial year 2013-14 (i.e. to the extent allowed under the automatic route by the relevant RBI Regulations).

Further, Dicetek (Sing) Pte Limited, Singapore, has also taken steps for disposal of investment in shares held by it in Dicetek LLC., Dubai and Dice Technologies Inc., USA. Dicetek (Sing) Pte Limited, Singapore, is expected to realize around US$ 1 million from the disposal of the step down subsidiaries.

Reserves

Due to the provision made for diminution in value of investment in foreign subsidiary and the write-off of loans, there was a debit balance in the statement of Profit and Loss on standalone basis of Rs. 409.20 lakhs and a debit balance of Rs. 310.43 lakhs on consolidated basis.

Investments

Investment in wholly owned subsidiary is carried in the books at cost less any provision for diminution in value. Consequent to the provision made for diminution in value of investment in foreign subsidiary, the Investment in subsidiary stood at Rs. 1705 lakhs as at March 31, 2014.

Current investments which represent investment made in short term debt oriented Mutual Funds stood at Rs. 30.90 lakhs as at March 31, 2014.

Goodwill on consolidation

Consequent to the provision for impairment made in respect of diminution in value of investment in foreign subsidiary, the Goodwill on consolidation of all the subsidiaries stood at Rs. 786.45 lakhs as at March 31, 2014.

Trade Receivables

The trade receivables on standalone basis marginally decreased to Rs. 177.38 lakhs as at March 31, 2014 compared to Rs. 187.40 lakhs as at the end of the previous financial year.

The total trade receivables of the group on a consolidated basis also decreased to Rs. 2178.36 lakhs as at March 31, 2014 compared to Rs. 2318.95 lakhs as at the end of the previous financial year.

Cash and Bank Balance

The Cash and Bank balance represents bank balance and amounts placed in fixed deposits with Banks. On standalone basis, the Company had a cash and bank balance of Rs. 9.02 lakhs and further Rs. 18.65 lakhs had been placed in fixed deposits with banks.

On a consolidated basis, the cash and bank balance including fixed deposits was Rs. 386.37 lakhs as at March 31, 2014.

Fixed Assets

On a standalone basis, there was no addition to fixed asset. The net tangible assets as at March 31, 2014 were Rs. 3.80 lakhs and intangible assets stood at Rs. 205.66 lakhs.

On a consolidated basis, the gross addition to tangible assets during financial year 2013-14 was Rs. 12.77 lakhs and the addition to intangible assets was Rs. 107.99 lakhs. The net tangible assets on consolidated basis as at March 31, 2014 were Rs. 66.91 lakhs and intangible assets stood at Rs. 338.38 lakhs.

Loans and Advances

On standalone basis, short-term loans and advances stood at Rs. 6.90 lakhs as at March 31, 2014 compared to Rs. 4.26 lakhs as at the end of the previous financial year. The increase was on account of rental advance for new office premises. Long term loans and advances increased to Rs. 722.65 lakhs compared to Rs. 600.80 lakhs. The increase was mainly on account of the additional loan of Rs. 84.63 lakhs lent to the Company''s wholly-owned subsidiary M/s. Dicetek (Sing) Pte Limited, Singapore. There was also an increase in the Tax deducted at source by the clients. Advance taxes as at March 31, 2014 stood at Rs. 103.34 lakhs compared to Rs. 78.71 lakhs. Other current assets stood at Rs. 38.55 lakhs compared to Rs. 23.47 lakhs as at the end of the previous financial year, significant portion of which represents interest outstanding on the loan extended to the wholly owned subsidiary.

On a consolidated basis, short-term loans and advances stood at Rs. 446.64 lakhs as at March 31, 2014 compared to Rs. 427.12 lakhs during the previous financial year. Long-term loans and advances stood at Rs. 364.52 lakhs compared to Rs. 374.21 lakhs.

Liabilities and provisions

On a standalone basis, provision for bonus stood at Rs. 51.40 lakhs as at March 31, 2014 compared to Rs. 44.92 lakhs during the previous financial year. On a consolidated basis, short-term provision for employee benefits like bonus, leave salary, Annual air fare etc., stood at Rs. 257.33 lakhs compared to Rs. 232.63 lakhs.

Provision for gratuity on a standalone basis stood at Rs. 53.38 lakhs as at March 31, 2014. On a consolidated basis, provision for gratuity stood at Rs. 174.45 lakhs.

Trade payables on a standalone basis stood at Rs. 0.17 lakhs as at March 31, 2014. Other current liabilities stood at Rs. 111.00 lakhs. Of this, Rs. 92.84 lakhs represents salary payable which has been subsequently paid.

On a consolidated basis, trade payables as at March 31, 2014 decreased to Rs. 214.66 lakhs, compared to Rs. 286.92 lakhs as at the end of the previous financial year. Other current liabilities stood at Rs. 724.71 lakhs as at March 31, 2014. Of this, Rs. 697.82 lakhs represents salary payable, which has been subsequently paid.

Long-term borrowings on a consolidated basis as at March 31, 2014 stood at Rs. 12.31 lakhs compared to Rs. 14.30 lakhs as at the end of the previous financial year. These represent the vehicle loans borrowed by the Company''s wholly owned subsidiary M/s. Dicetek LLC., Dubai. Short-term borrowings on a consolidated basis as at March 31, 2014 stood at Rs. 116.05 lakhs, compared to Rs. 34.74 lakhs as at the end of the previous financial year. These represent the vehicle loans and bills discounted by the Company''s wholly owned subsidiary M/s. Dicetek LLC., Dubai.

Human Resources

With the available abundant experience and expertise of our employees, your company believes that Human Resource is the major asset. Since your Company''s business is highly people driven, development and retention of human resources is one of the key challenges. During the financial year 2013-14, your Company faced unprecedented attrition of employees. New hirings have also adversely impacted margins. Going forward, your Company faces a huge challenge and has to proactively act in order to attract and retain the best talents.

E. Directors

Mr. Srikanth Ramanathan was re-appointed as Managing Director of the Company for a period of 1 year with effect from February 6, 2013. Accordingly, his term as Managing Director ended on February 5, 2014. The Board of Directors of the Company based on the recommendation of the Remuneration committee has re-appointed Mr. Srikanth Ramanathan as Managing Director for a period of one year with effect from February 6, 2014. Mr. Srikanth Ramanathan has expressed his desire to not draw any remuneration from the Company and accordingly, he is not being paid any remuneration w.e.f. January 1, 2012. The Board of Directors recommend the re-appointment of Mr. Srikanth Ramanathan as Managing Director for a period of 1 year with effect from February 6, 2014.

In view of the provisions of the Companies Act 2013 (''Act''), Mr. Srikanth Ramanathan, Managing Director, has now become retiring Director and retires from the Board by rotation this year and being eligible, offers himself for reappointment.

Pursuant to Section 149(4) of the Companies Act 2013, every listed company shall have at least one third of its Board of Directors as Independent Directors. Out of the 4 Directors on the Board, 3 of the Directors are Independent Directors in terms of the provisions of Clause 49 of the Listing Agreement.

The Board therefore, at its meeting held on May 30, 2014 appointed the existing Independent Directors under Clause 49, namely Mr. K. Balaji, Mr. K. S. Vaidyanathan and Mr. V. Ganapathi Subramanian, as ''Independent Directors'' pursuant to provisions of Section 149 of the Companies Act 2013, subject to the approval of shareholders. As required under the Companies Act 2013 and the Rules made thereunder, the same is now put up for approval of members at the ensuing Annual General Meeting. Necessary details have been annexed to the notice of the meeting in terms of Section 102 of the Act.

The Independent Directors have submitted the declaration of independence, as required under Section 149(6) of the Act, declaring that they meet the criteria of independence.

With the appointment of Independent Directors, the conditions specified in the Companies Act 2013 and the Rules made thereunder as also under revised Clause 49 of the Listing Agreement stand complied.

The information to shareholders as per Clause 49 of the Listing agreement pertaining to the Directors seeking appointment / re-appointment, is being provided in the Notice of the Annual General Meeting which forms part of this Annual Report.

F. Auditors

Mr. S. Ramanath, Chartered Accountant, Coimbatore (Membership number 29416) was appointed as the statutory auditor of the Company for financial year 2013-14, at the Annual General Meeting of the Company held on September 27, 2013 and holds office as Auditor of the Company upto the conclusion of the ensuing Annual General Meeting.

Mr. S. Ramanath has been the Auditor of the Company since financial year 2012-13 and has completed a term of 2 years. As per the provisions of Section 139 of the Companies Act 2013, no listed Public Company, can appoint or re-appoint an individual as auditor for more than five consecutive years.

In view of the above, Mr. S. Ramanath is eligible for re-appointment as auditor for a term of another three consecutive years. Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules framed thereunder, the proposal for appointment of Mr. S. Ramanath as the statutory auditor of the Company for a period of 3 years to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the 23rd Annual General Meeting of the Company to be held in the year 2017 (subject to ratification of his appointment at every Annual General Meeting), is being placed before the Members of the Company at the ensuing Annual General Meeting.

The Company has received confirmation from Mr. S. Ramanath 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 that he is not disqualified for re-appointment.

G. Directors'' Responsibility Statement

Your Directors'' hereby confirm in terms of Section 217(2AA) of the Companies Act, 1956 that:

1. In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed and there are no material departures;

2. The accounting policies listed in Note 2 to the Notes forming part of the financial statements have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year on March 31, 2014 and of the Loss of the Company for that year;

3. Proper and sufficient care has been taken 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. The annual accounts for the year ended March 31, 2014, have been prepared on a going concern basis.

H. Deposits

During the year, your Company has not accepted any deposits from the public.

I. Subsidiary

Your Company has 3 subsidiaries namely, Dicetek (Sing) Pte Limited, Singapore, Dicetek LLC., Dubai and Dice Technologies Inc., USA. All these subsidiaries are engaged in the business of providing IT Services and Consulting.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act, 1956.

Pursuant to the provisions of Section 212(8) of the Companies Act 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company and also at the respective registered office of the subsidiaries for inspection.

The same has also been put-up on the Company''s website, www.aurumsoftsystems.com

J. Corporate Governance

In terms of Clause 49 of the Listing Agreement with the stock exchanges, a Corporate Governance Report is made part of this Annual report.

A certificate from a practicing Company Secretary regarding compliance of the conditions stipulated for Corporate Governance under Clause 49 of the Listing Agreement is attached to this report.

The declaration by the Managing Director addressed to the members of the Company pursuant to Clause 49 of the Listing Agreement regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to this Report.

K. Risk Management

The Managing Director of the Company is entrusted with the task of identifying, monitoring and taking steps for mitigating various risks which the Company is likely to encounter as part of its business operations. He periodically presents to the Board and the Audit Committee for review, the risks faced by the Company and the steps taken to mitigate the same.

L. Particulars of Employees

During the financial year 2013-14, no employee of the Company has drawn remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

M. Conservation of Energy, Technology Absorption and Research & Development

Your Company''s power requirements are very minimal. Your Company however takes every possible step to make optimum utilization of energy and avoid unnecessary wastage of power.

Your Company keeps itself updated with the latest technology available in the market. Your Company constantly strives to enhance state-of-the-art development standards to meet the ever growing challenges of the corporate world. Your company aims at providing future-proof and future adaptable technologies to all its clients.

N. Foreign Exchange Earnings and Outgo

During the financial year 2013-14, the total foreign exchange earnings on account of Interest on Loan to the Company''s wholly owned foreign subsidiary was Rs. 14.27 lakhs. There was no expenditure incurred by the Company in foreign currency during financial year 2013-14.

O. Appreciation

Your Directors wish to place on record their appreciation to all shareholders, customers, suppliers and bankers for their co-operation and support extended to the Company.

Your Directors also place on record their appreciation of the efforts and contribution during 2013-14 of the Company''s employees.

Statement pursuant to general exemption under Section 212(8) of the Companies Act, 1956 relating to subsidiary companies

The Company undertakes that the audited annual accounts and other related information of the subsidiaries, where applicable, would be made available to the shareholders upon request. The annual accounts of the subsidiaries are also available for inspection at the registered office of the company during business hours. The same has also been put-up on our website www.aurumsoftsystems.com

For and on Behalf of the Board of Directors

SRIKANTH RAMANATHAN K. BALAJI Managing Director Chairman

Place : Chennai Date : May 30, 2014


Mar 31, 2013

Dear Members,

The Directors are pleased to present the report on our business and operations of your Company along with the audited accounts for the fi nancial year ended March 31, 2013.

A. Results of operation

31-03-2013 31-03-2012 31-03-2013 31-03-2012 Particulars (<) (<) (<) (<) Consolidated Standalone

Revenue from operation and other income 1,114,691,747 974,838,848 174,241,508 185,832,226

Earnings before Depreciation and 35,970,196 37,071,078 11,919,129 14,106,510 amortization

Depreciation and amortization 19,062,007 20,826,062 10,785,788 10,785,788

Profit Before Tax 16,908,189 16,245,016 1,133,341 3,320,722

Less : Provision for Taxation

Income Tax 440,791 934,129 477,706 723,321

Deferred Tax 1,019,318 (2,195,478) 300,998 109,732

MAT Credit Entitlement - 224,055 - 224,055

Profit After Tax 15,448,080 17,282,310 354,637 2,263,614

B. Dividend

Your directors have decided to utilize the internal accruals for future growth. Hence, your Directors have not recommended any dividend for the current year. Your Directors believe that this will increase the long-term shareholder value.

C. Withdrawal of Amalgamation

Your Company initiated the Amalgamation of Point Red Telecom Limited with the Company during October 2011. During the fi nancial year 2012-13, there has been a signifi cant down turn in the fi nancial position and profi tability of Point Red Telecom Limited. The 4G and WiMAX equipment business in which Point Red Telecom Limited is engaged is also facing a signifi cant slowdown and instability. In view of this, your directors felt that the synergies and benefi ts expected from the business combination may not be achieved and have decided to call-off the amalgamation of Point Red Telecom Limited in the interest of the Company and its shareholders.

D. Directors

Mr. Srikanth Ramanathan was re-appointed as Managing Director of the Company for a period of 1 year with eff ect from February 6, 2012. Accordingly, his term as Managing Director ended on February 5, 2013. The Board of Directors of the Company based on the recommendation of the Remuneration committee have re-appointed Mr. Srikanth Ramanathan as Managing Director for a period of one year with eff ect from February 6, 2013. Mr. Srikanth Ramanathan has expressed his desire to not draw any remuneration from the company and accordingly, he is not being paid any remuneration w.e.f. January 1, 2012. The Board of Directors recommend the re-appointment of Mr. Srikanth Ramanathan as Managing Director for a period of 1 year with eff ect from February 6, 2013.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. S. Ramakrishnan and Mr. K.S. Vaidyanathan, Directors, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, off er themselves for re-appointment.

The information to shareholders as per Clause 49 of the Listing agreement pertaining to brief resume, expertise in functional areas, names of Companies in which Mr. Srikanth Ramanathan, Mr. S. Ramakrishnan and Mr. K.S. Vaidyanathan are Directors etc., is being provided in the Notice of the Annual General Meeting which forms part of this Annual Report.

F. Auditors

Mr. S. Ramanath, Chartered Accountant, Coimbatore retires as Auditor of the Company at the forthcoming Annual General Meeting and is eligible for re-appointment. The Company has received confi rmation that his appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Directors recommend that Mr. S. Ramanath, be appointed as the Company''s auditor to hold offi ce until the conclusion of the next Annual General Meeting.

G. Directors'' Responsibility Statement

Your Directors'' hereby confi rm in terms of Section 217(2AA) of the Companies Act, 1956 that:

1. In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed and there are no material departures;

2. The accounting policies listed in Note 2 to the Notes forming part of the fi nancial statements have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the state of the aff airs of the Company at the end of the fi nancial year on March 31, 2013 and of the profi t of the Company for that year;

3. Proper and suffi cient care has been taken 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. The annual accounts for the year ended March 31, 2013, have been prepared on a going concern basis.

H. Deposits

During the year, your Company has not accepted any deposits from the public.

I. Subsidiary

Your Company has 3 subsidiaries namely, Dicetek (Sing) Pte Limited, Singapore, Dicetek LLC, Dubai and Dice Technologies Inc., USA. All these subsidiaries are engaged in the business of providing IT Services and Consulting.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated fi nancial statement of the Company and all its subsidiaries is attached. The consolidated fi nancial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act, 1956.

Pursuant to the provisions of Section 212(8) of the Companies Act 1956, the Ministry of Corporate Aff airs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profi t and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief fi nancial details of the Company''s subsidiaries for the fi nancial year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered offi ce of the Company and also at the respective registered offi ce of the subsidiaries for inspection.

The same has also been put-up on the Company''s website, www.aurumsoftsystems.com.

J. Corporate Governance

In terms of Clause 49 of the Listing Agreement with the stock exchanges, a Corporate Governance Report is made part of this Annual report.

A certificate from a practicing Company Secretary regarding compliance of the conditions stipulated for Corporate Governance under Clause 49 of the Listing Agreement is attached to this report.

The declaration by the Managing Director addressed to the members of the Company pursuant to Clause 49 of the Listing Agreement regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to this Report.

K. Risk Management

The Managing Director of the Company is entrusted with the task of identifying, monitoring and taking steps for mitigating various risks which the Company is likely to encounter as part of its business operations. He periodically presents to the Board and the Audit Committee for review, the risks faced by the Company and the steps taken to mitigate the same.

L. Particulars of Employees

During the financial year 2012-13, no employee of the Company has drawn remuneration in excess of the limits specifi ed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

M. Conservation of Energy, Technology Absorption and Research & Development

Your Company''s power requirements are very minimal. Your Company however takes every possible step to make optimum utilization of energy and avoid unnecessary wastage of power.

Your Company keeps itself updated with the latest technology available in the market. Your Company constantly strives to enhance state-of-the-art development standards to meet the ever growing challenges of the corporate world. Your company aims at providing future- proof and future adaptable technologies to all its clients.

N. Foreign Exchange Earnings and Outgo

During the financial year 2012-13, the Company provided Technical and other support services to its subsidiary in USA.

The total foreign exchange earnings during the year was Rs. 13.58 lakhs. There was no expenditure incurred by the Company in foreign currency during fi nancial year 2012-13.

O. Appreciation

Your Directors wish to place on record their appreciation to all shareholders, customers, suppliers and bankers for their co-operation and support extended to the Company.

Your Directors also place on record their appreciation of the eff orts and contribution during 2012-13 of the Company''s employees.

For and on behalf of the Board of Directors



S. Ramakrishnan

Chennai, August 6, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the report on our business and operations of your Company along with the audited accounts for the financial year ended March 31, 2012.

A. Results of operation

31-03-2012 31-03-2011 31-03-2012 31-03-2011

Particulars (Rs.) (Rs.) (Rs.) (Rs.)

Consolidated Standalone

Revenue from operation and other income 974,838,848 646,133,244 185,832,226 17,552,540

Earnings More Depredation and 37,071,078 22,209,290 14,106,510 6,461,955 amortization

Depreciation and amortization 20,826,062 7,976,290 10,785,788 760,634

Profit Before Tax 16,245,016 14,233,000 3,320,722 5,701,321 Less : Provision for Taxation

Income Tax 934,129 889,884 723,321 638,295

Deferred Tax (2,195,478) (2,814,991) 109,732 (3,533,288)

MAT Credit Entitlement 224,055 (604,701) 224,055 (604,701)

Profit After Tax 17,282,310 16,762,808 2,263,614 9,201,015

B. Dividend

Yours directors have decided to utilize the internal accruals for future growth. Hence, your Directors have not recommended any dividend for the current year. Your Directors believe that this will increase the long-term shareholder value.

D. Directors

Mr. Srikanth Ramanathan was appointed as Managing Director of the Company for a period of 3 years with effect from February 6, 2009. Accordingly, his initial term as Managing Director ended on February 5, 201 2. The Board of Directors of the Company based on the recommendation of the Remuneration committee has re-appointed Mr. Srikanth Ramanathan as Managing Director for a period of one year with effect from February 6, 201 2 and the same has also been approved by the shareholders by way of postal ballot. Mr. Srikanth Ramanathan has expressed his desire to not draw any remuneration from the company and accordingly, he is not being paid any remuneration with effect from January 1, 2012.

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. V. Ganapathi Subramanian and Mr. K. Balaji, Directors, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

The information to shareholders as per Clause 49 of the Listing agreement pertaining to brief resume, expertise in functional areas, names of Companies in which Mr. V. Ganapathi Subramanian, and Mr. K. Balaji are Directors etc., is being provided in the Notice of the Annual General Meeting which forms part of this Annual Report.

E. Auditors

Mr. R. R. Rajkumar, Chartered Accountant, Chennai retires as Auditor of the Company at the forthcoming Annual General Meeting. He has not offered himself for re-appointment. Pursuant to Section 225 and other applicable provisions of the Companies Act, 1956, a special notice has been received from a member proposing the appointment of Mr. S. Ramanath, Chartered Accountant, Coimbatore (Membership No. 29416) as the statutory auditor of the company to hold office from the conclusion of the ensuing annual general meeting until the conclusion of the next annual general meeting. Mr. S. Ramanath, Chartered Accountant, Coimbatore, (Membership No. 29416) has also expressed his willingness to act as statutory auditor of the company, if appointed. The Directors recommend the appointment of Mr. S. Ramanath, Chartered Accountant, Coimbatore, as the Company's auditor to hold office until the conclusion of the next Annual General Meeting. The Company has also received confirmation that his appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

F. Directors' Responsibility Statement

Your Directors' hereby confirm in terms of Section 21 7(2AA) of the Companies Act, 1956 that:

1. In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed and there are no material departures;

2. The accounting policies listed in Note 2 to the Notes forming part of the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year on March 31, 2012 and of the profit of the Company for that year;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,

1 956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts for the year ended March 31, 2012, have been prepared on a going concern basis.

G. Deposits

During the year, your Company has not accepted any deposits from the public.

H. Subsidiary

Your Company has 3 subsidiaries namely, Dicetek (Sing) Pte Limited, Singapore, Dicetek LLC., Dubai and Dice Technologies Inc., USA. All these subsidiaries are engaged in the business of providing IT Services and Consulting.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 211(3C) of the Companies Act, 1956.

Pursuant to the provisions of Section 212(8) of the Companies Act 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company and also at the respective registered office of the subsidiaries for inspection.

The same has also been put-up on the Company's website, www.aurumsoftsystems.com

I. Corporate Governance

In terms of Clause 49 of the Listing Agreement with the stock exchanges, a Corporate Governance Report is made part of this Annual report.

A certificate from a practicing Company Secretary regarding compliance of the conditions stipulated for Corporate Governance under Clause 49 of the Listing Agreement is attached to this report.

The declaration by the Managing Director addressed to the members of the Company pursuant to Clause 49 of the Listing Agreement regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to this Report.

J. Risk Management

The Managing Director of the Company is entrusted with the task of identifying, monitoring and taking steps for mitigating various risks which the Company is likely to encounter as part of its business operations. He periodically presents to the Board and the Audit Committee for review, the risks faced by the Company and the steps taken to mitigate the same.

K. Particulars of Employees

During the financial year 2011-12, no employee of the Company has drawn remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended. Hence, the particulars of employees' remuneration prescribed under Section 217(2A) of the Companies Act, 1956 has not been attached to this Report.

L. Conservation of Energy, Technology Absorption and Research & Development

Your Company's power requirements are very minimal. Your Company however takes every possible step to make optimum utilization of energy and avoid unnecessary wastage of power.

Your Company keeps itself updated with the latest technology available in the market. Your Company constantly strives to enhance state-of-the-art development standards to meet the ever growing challenges of the corporate world. Your company aims at providing future-proof and future adaptable technologies to all its clients.

M. Foreign Exchange Earnings and Outgo

During the financial year 2011-12, the Company provided Technical and other support services to its subsidiary in USA.

The total foreign exchange earnings during the year was Rs. 13.76 lakhs. There was no expenditure incurred by the Company in foreign currency during FY 2011-12.

N. Appreciation

Your Directors wish to place on record their appreciation to all shareholders, customers, suppliers and bankers for their co-operation and support extended to the Company.

Your Directors also place on record their appreciation of the efforts and contribution during 2011-12 of the Company's employees.

For and on behalf of the Board of Directors

S. Ramakrishnan

Chennai, August 14, 2012 Chairman

 
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