Mar 31, 2014
Dear Members,
The Board of Directors of your Company take pleasure in presenting the
19th Annual Report on the business and operations of your Company and
the Audited Financial Accounts for the year ended 31s* March 2014.
FINANCIAL RESULTS 2013-14
During the year under review, your Company has achieved a turnover of
Rs.895.12 Lakhs as against Rs.869.21 Lakhs in the previous year. There
is a net Profit of Rs.65.06 Lakhs as against the net profit of
Rs.102.54 Lakhs in the previous year.
GLOBAL REVENUE
The global revenues for the Company including the business done by the
Wholly Owned Subsidiary for the year under review is Rs.3153 Lakhs as
compared to previous year was Rs. 2305 Lakhs.
REVIEW OF BUSINESS
The contributions of business from various Geographical area were:
North America contributed to 80% and Rest of the World 20 %. Business
from Offshore Software Services was Rs.878.32 Lakhs during the year
2013-2014 as against Rs.854.77 Lakhs in the previous year. The increase
has been at 2.76% compared with previous year.
QUALITY
Your company has a strict quality assurance and control programs to
ensure that high level of Quality service is delivered to the
customers. Matured and proven quality management systems are in place
based on the requirements of ISO 9001:2008 standards.
FUTURE PLANS
The global market for IT services is expected to expand and
corporations are increasingly using offshore service providers to meet
their IT service needs. This increases the addressable market for
offshore software services providers like us. The company has been
growing positively in the offshore software services business and this
momentum is likely to continue this year.
Our client retention and client satisfaction levels have been growing
steadily. We have received many client appreciations and significant
amount of repeat business. In addition to North America, our business
and customer base from Australia, Africa and Europe is also expanding
as planned.
Our mobility practice has been growing significantly and we expect a
good growth in this offering. The company will continue its focus on
the in OPD (Out-sourced Product development) market space where it has
achieved significant success. Geographically the company is planning to
strengthen its presence in the markets it is operating.
We expect a positive growth this year and the Company should perform
better in the ensuing Financial Year 2014-15.
DIVIDEND
Your Directors recommended a dividend of Rs. 0.50 per equity share (
i.e. 5% on each equity share having Face value of Rs. 10 each ),
subject to the approval by the shareholders at the ensuing Annual
General Meeting. The total dividend payout will be of Rs.29.56 Lakhs
inclusive of tax amount of Rs.4.29 Lakhs. During the previous year
ended 2012-2013, your Company has paid a dividend of Rs.25.27 Lakhs.
The dividend, if approved by the shareholders, will be paid to those
members whose names appear in the Register of Members as on 15th
September 2014.
US SUBSIDIARY: CG-VAK SOFTWARE USA INC.
Your Company''s Wholly Owned Subsidiary at USA, CG-VAK Software USA Inc.
has made a Sales Turnover of USD 3.93 million during this year,
compared to the USD 2.80 million during the previous year.
In terms ofthe exemption granted by the Central Government vide
notification number 51/12/2007-CL-III dated February 8, 2011, the
Balance Sheet and Profit and Loss Account, Report ofthe Board of
Directors and Auditors ofthe Subsidiaries have not been attached with
the Annual Report of the Company. However upon request by the
shareholder of the Company, the annual accounts of the subsidiary
companies will be made available. Pursuant to Section 212 of the
Companies Act, 1956, the financial data along with equity share capital
of the subsidiaries forming part of this Annual Report. Further,
pursuant to Accounting Standard 21 issued by the Institute of Chartered
Accountants of India, consolidated financial statement presented by the
Company includes financial information of its subsidiaries.
INSPECTION UNDER SECTION 209A OF THE COMPANIES ACT, 1956
During the previous financial year (2012-13), inspection under Section
209A of the Companies Act, 1956 was carried out by the office of
Ministry of Corporate Affairs and the company has provided the reply
for the clarifications sought by MCA.
SEBI ADJUDICATION ORDER
During the year, SEBI had imposed a penalty of Rs.3 Lakhs on the
company for delayed disclosure/reporting of purchase of shares under
the SEBI PIT regulations. The penalty amount has been paid by the
company.
DIRECTORS
As per the provisions of the Companies Act, 2013, Mr.C.Ganapathy,
Director retire from office by rotation, and being eligible offer
himself for re-appointment at the ensuing Annual General Meeting of the
Company.
Mrs.S.Latha was appointed as an Additional Director of the Company
w.e.f 28th May, 2014 and holds office upto the date of the ensuing
Annual General Meeting. A notice has been received from a member
proposing her to be appointed as a Director.
In compliance of the provisions of The Companies Act, 2013 and the
Listing Agreement entered into with the Stock Exchange in which the
Company''s shares are listed, Independent Directors are required to be
appointed for a maximum term of five years besides the other
requirements. Accordingly the Board of Directors have proposed to
appoint Mr.A.Sankar, Director, as Independent Director for a term of 2
consecutive years w.e.f. 26th September, 2014. Further Mr.M.Durairaj,
Mr.S.Muthukumar and Mr.S.Mohan, Directors are proposed for appointment
as Independent Directors ofthe Company for a term of five consecutive
years w.e.f. 26th September, 2014. Your Directors recommends their
appointment.
Brief particulars of Directors eligible for reappointment in terms of
Clause 49 of the Listing Agreement are annexed to the Notice dated 28th
May, 2014 convening the 19th Annual General Meeting.
AUDITORS
The Statutory Auditors of the Company M/s. S.Lakshminarayanan
Associates, Chartered Accountants, Coimbatore, retire at the conclusion
of the ensuing Annual General Meeting. The Statutory Auditors have
confirmed their eligibility and willingness to accept the office on
re-appointment. The Board recommends their re-appointment for the next
term.
PUBLIC DEPOSIT
The Deposits accepted by your Company are within the prescribed limits
and the provision of Section 58-A of the Companies Act, 1956, and the
rules framed there under are complied with. There are no unclaimed
deposits as on 31.03.2014. The Company has decided not to accept/renew
any Deposits commencing from 01st April, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As per the requirement of Section 217(1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of particulars in the report
of Board of Directors) Rules, 1988, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are appended hereto and form part of this report.
INFORMATION AS PER SECTION 217 (2A) OF THE COMPANIES ACT, 1956
As the Company has no employee drawing a salary of Rs.5,00,000/- per
month or above or Rs.60,00,000/- per annum or above during the year
2013-2014, there are no particulars to be furnished under section
217(2A) ofthe Companies Act, 1956.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) ofthe Companies Act, 1956, your Directors
have:
1. Followed in the preparation ofthe Annual Accounts, the applicable
accounting standards.
2. 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 ofthe financial position ofthe Company
for the period.
3. Taken proper and sufficient care 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 and
4. Prepared the attached statement of accounts for the year ended 31st
March 2014 on a going concern basis. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in
accordance with the applicable Accounting Standards forms a part ofthis
Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance. Company continues to be compliant with the requirements
enshrined in clause 49 ofthe Listing Agreement which relates to
Corporate Governance.
A Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement forms part of the Annual Report. A certificate from
the Statutory Auditors of the Company, confirming compliance with the
conditions of Corporate Governance, as stipulated under clause 49 forms
part ofthis Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under
review, as stipulated under clause 49 of the Listing Agreement is
presented in a separate section forming part of the Annual Report.
ACKNOWLEDGMENT
The Directors of your Company would like to take this opportunity to
thank one and all associated with it enabling it to scale greater
heights and emerge as a recognized software solutions vendor in the
industry. The faith and confidence shown on your Company by banks,
global clients, government authorities and shareholders has propelled
our enthusiasm and strengthen our determination to achieve our vision.
Finally, your Directors would like to express their sincere thanks to
the dedication and committed hard work of the employees working in
India, USA and at various client locations to reach our corporate
vision.
(By Order of the Board)
for CG-VAK SOFTWARE AND EXPORTS LIMITED
Place: Coimbatore C.GANAPATHY
Date : 28th May, 2014 Chairman
Mar 31, 2013
Dear Shareholders,
The Directors of your Company take pleasure in presenting the 18th
Annual Report on the business of your Company and the
Audited Financial Accounts for the year ended 31st March 2013.
FINANCIAL RESULTS 2012-13
During the year under review, your Company has achieved a turnover of
Rs.869.21 lakhs as against Rs. 659.99 Lakhs in the previous year. There
is a net Profit of Rs. 102.54 lakhs as against the net loss of
(Rs.123.67) lakhs in the previous year.
GLOBAL REVENUE
The global revenues for the Company including the business done by the
Wholly Owned Subsidiary for the year under review is Rs.23.05 crores as
compared to previous year was Rs. 19.55 crores.
REVIEW OF BUSINESS
The contributions of business from various Geographical area were:
North America contributed to 77% and Rest of the World 23 %.
Business from Offshore Software Services was Rs.854.77 lakhs during the
year 2012-2013 as against Rs. 639.78 lakhs in the previous year. The
increase has been at 34% compared with previous year.
QUALITY
Your company has a strict quality assurance and control programs to
ensure that high level of Quality service is delivered to the
customers. Matured and proven quality management systems are in place
based on the requirements of ISO 9001:2008 standards.
FUTURE PLANS
The global market for IT services is expected to expand and
corporations are increasingly using offshore service providers to meet
their IT service needs.This increases the addressable market for
offshore software services providers like us. The company has been
growing positively in the offshore software services business and this
momentum is likely to continue this year.
Our client retention and client satisfaction levels have been growing
steadily. We have received many client appreciations and significant
amount of repeat business. In addition to North America,our business
and customer base from Australia and Europe is also expanding as
planned.
Our mobility practice has been growing significantly and we expect a
good growth in this offering.The company will continue its focus on the
OPD (Out-sourced Product Development) market space where it has
achieved significant success. Geographically the company is planning
to strengthen its presence in the markets it is operating. We expect
to continue our positive growth this year and the Company should
perform better in the ensuing year FY 2013-14.
DIVIDEND
Your Directors recommended a dividend of Rs. 0.50 per equity share (i.e
5% on each equity share having Face value of Rs. 10 each), subject to
the approval by the shareholders at the ensuing Annual General Meeting.
The total dividend payout will be of Rs.29.52 lakhs inclusive of tax
amount of Rs.4.29 lakhs.
The dividend, if approved by the shareholders, will be paid to those
members whose names appear in the Register of Members as on the date of
the Annual General Meeting
US SUBSIDIARY: CG-VAK SOFTWARE USA INC.
Your Company''s Wholly Owned Subsidiary at USA, CG-VAK Software USA Inc.
has made a Sales Turnover of USD 2.80 million during this year,
compared to the USD 2.78 million during the previous year.
In terms of the exemption granted by the Central Government vide
notification number 51/12/2007-CL-III dated February 8, 2011, the
Balance Sheet and Profit and Loss Account, Report of the Board of
Directors and Auditors of the Subsidiaries have not been attached with
the Annual Report of the Company. However upon request by the
shareholder of the Company, the annual accounts of the subsidiary
companies will be made available. Pursuant to Section 212 of the
Companies Act, 1956, the financial data along with equity share capital
of the subsidiaries forming part of this Annual Report. Further,
pursuant to Accounting Standard 21 issued by the Institute of Chartered
Accountants of India, consolidated financial statement presented by the
Company includes financial information of its subsidiaries.
INSPECTION UNDER SECTION 209A OF THE COMPANIES ACT, 1956
During the year, inspection under Section 209A of the Companies Act,
1956 was carried out by the office of Ministry of Corporate Affairs and
the company has provided the reply for the clarifications sought by
MCA.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company,
Mr.S.Muthukumar, retire from office by rotation, and being eligible
offer himself for reappointment at the ensuing Annual General Meeting
of the Company.
The Board has reappointed Sri GSuresh as Managing Director for a period
of 3 years from 1st September, 2013 and resolutions for approval of his
reappointment and terms of reappointment have been included in the
notice convening the 18th
Annual General Meeting of the Company Brief particulars of Directors
eligible for reappointment in terms of Clause 49 of the Listing
Agreement are annexed to the Notice dated 29th May, 2013 for convening
the 18thAnnual General Meeting.
AUDITORS
The Statutory Auditors of the Company M/s. S.Lakshminarayanan
Associates, Chartered Accountants, Coimbatore, retire at the conclusion
of the ensuing Annual General Meeting. The Statutory Auditors have
confirmed their eligibility and willingness to accept the office on
re-appointment. The Board recommends their re-appointment for the next
term.
PUBLIC DEPOSIT
The Deposits accepted by your Company are within the prescribed limits
and the provision of Section 58-A of the Companies Act, 1956, and the
rules framed there under are complied with. There are no unclaimed
deposits as on 31.03.2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As per the requirement of Section 217(1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of particulars in the report
of Board of Directors) Rules, 1988, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are appended hereto and form part of this report.
INFORMATION AS PER SECTION 217 (2A) OF THE COMPANIES ACT, 1956
As the Company has no employee drawing a salary of Rs.5, 00,000/- per
month or above or Rs.60, 00,000/- per annum or above during the year
2012-2013, there are no particulars to be furnished under section
217(2A) of the Companies Act, 1956.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
have:
1. Followed in the preparation of the Annual Accounts, the applicable
accounting standards.
2. 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 financial position of the Company
for the period.
3. Taken proper and sufficient care 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 and
4. Prepared the attached statement of accounts for the year ended 31st
March 2013 on a going concern basis.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in
accordance with the applicable Accounting Standards forms a part of
this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under
review, as stipulated under clause 49 of the Listing Agreement is
presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance. Company continues to be compliant with the requirements
enshrined in clause 49 of the Listing Agreement which relates to
Corporate Governance.
A Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement forms part of the Annual Report. A certificate from
the Statutory Auditors of the Company, confirming compliance with the
conditions of Corporate Governance, as stipulated under clause 49 forms
part of this Report.
ACKNOWLEDGEMENT
The Directors of your Company would like to take this opportunity to
thank one and all associated with it enabling it to scale greater
heights and emerge as a recognized software solutions vendor in the
industry. The faith and confidence shown on your Company by banks,
global clients, government authorities and shareholders has propelled
our enthusiasm and strengthen our determination to achieve our vision.
Finally your Directors would like to express their sincere thanks to
the dedication and committed hard work of the employees working in
India, USA and at various client locations to reach our corporate
vision.
(By Order of the Board)
for CG-VAK SOFTWARE AND EXPORTS LIMITED
Place: Coimbatore C.GANAPATHY
Date : 29th May, 2013 Chairman
Mar 31, 2012
The Directors of your Company take pleasure in presenting the
17th Annual Report on the business of your Company and the Audited
Financial Accounts for the year ended 31st March 2012.
FINANCIAL RESULTS 2011-12
During the year under review, your Company has achieved a turnover of
Rs. 659.99 Lakhs as against Rs. 633 Lakhs in the previous year. There
is a net loss of Rs.123.67 lakhs as against the net Profit of Rs. 11.27
lakhs in the previous year.
GLOBAL REVENUE
The global revenues for the Company including the business done by the
Wholly Owned Subsidiary for the year under review is Rs.19.55 crores as
compared to previous year was Rs. 17.65 crores.
REVIEW OF BUSINESS
The year under report had been a very challenging one for your Company
due to slow recovery of North American economy, uncertainties in the
global market and huge currency volatility.
The contributions of business from various markets were:
Software services contributed to 97% and BPO services 3 %.
Business from Offshore Software Services was Rs.639.78 lakhs during the
year 2011-2012 as against Rs. 527.81 in the previous year. The increase
has been at 21% compared with previous year. Our BPO Service line has
done a business of Rs. 20.20 lakhs during the year 2011-12 as against
Rs. 63.18 lakhs during the previous year. There is a significant drop
of 68% in the business due to many of our customers have stopped
outsourcing and moved to EMR (Electronic medical records) as per new
policies of the US government.
The company incurred huge loss due to expected projects not
materialized for which company has already recruited staffs, Bad debts
and Foreign exchange loss.
QUALITY
Your company has a strict quality assurance and control programs to
ensure that high level of Quality service is delivered to the
customers. Matured and proven quality management systems are in place
based on the requirements of ISO 9001:2008 standards.
FUTURE PLANS
The global market IT services market is expected to be challenging due
to uncertainties in the European market and the slow recovery in the US
market. However, the company has been growing positively in the
offshore software services business and this momentum is likely to
continue this year.
There has been significant success in terms of the Quality of service
and we have received many client appreciations and significant amount
of repeat business. In addition to North America,our business and
customer base from Australia and Europe is also expanding as planned.
The company will continue its focus on the in OPD (Out-sourced Product
development) market space where it has achieved significant success .
Geographically the company is planning to strengthen its presence in
the markets it is operating. The contribution from Software Services is
expected to grow positively. The Company should perform better in the
ensuing year FY 2012-13.
DIVIDEND
As the company is passing through a very challenging phase, your
Directors do not consider prudent to recommend any dividend for the
financial year ended 31st March, 2012.
US SUBSIDIARY: CG-VAK SOFTWARE USA INC.
Your Company's Wholly Owned Subsidiary at USA, CG-VAK Software USA Inc.
has made a Sales Turnover of US$ 2.78 million during this year,
compared to the US$ 2.54 million during the previous year.
As required under Section 212 of the Companies Act, 1956, the Annual
Report of M/s. CG-VAK Software USA Inc. is annexed to this report.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. S.Mohan retire from office
by rotation, and being eligible offer himself for re-appointment at the
ensuing Annual General Meeting of the Company.
Brief profile of the Director proposed to be re-appointed as required
under Clause 49 of the Listing Agreement is annexed to the Notice
convening the 17th Annual General Meeting forming part of this report.
AUDITORS
The Statutory Auditors of the Company M/s. S. Lakshminarayanan
Associates, Chartered Accountants, Coimbatore, retire at the conclusion
of the ensuing Annual General Meeting. The Statutory Auditors have
confirmed their eligibility and willingness to accept the office on
re-appointment. The Board recommends their re-appointment for the next
term.
PUBLIC DEPOSIT
The Deposits accepted by your Company are within the prescribed limits
and the provision of Section 58-A of the Companies Act, 1956, and the
rules framed there under are complied with. There are no unclaimed
deposits as on 31st March, 2012.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As per the requirement of Section 217(1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of particulars in the report
of Board of Directors) Rules, 1988, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are appended hereto and form part of this report.
INFORMATION AS PER SECTION 217 (2A) OF THE COMPANIES ACT, 1956
As the Company has no employee drawing a salary of Rs.5, 00,000/- per
month or above or Rs.60, 00,000/- per annum or above during the year
2011-2012, there are no particulars to be furnished under section
217(2A) of the Companies Act, 1956.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
have:
1. Followed in the preparation of the Annual Accounts, the applicable
accounting standards.
2. 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 financial position of the Company
for the period.
3. Taken proper and sufficient care 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 and
4. Prepared the attached statement of accounts for the year ended 31st
March 2012 on a going concern basis.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in
accordance with the applicable Accounting Standards forms a part of
this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under
review, as stipulated under clause 49 of the Listing Agreement is
presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance. Company continues to be compliant with the requirements
enshrined in clause 49 of the Listing Agreement which relates to
Corporate Governance.
A Report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement forms part of the Annual Report. A certificate from
the Statutory Auditors of the Company, confirming compliance with the
conditions of Corporate Governance, as stipulated under clause 49 forms
part of this Report.
ACKNOWLEDGEMENT
The Directors of your Company would like to take this opportunity to
thank one and all associated with it enabling it to scale greater
heights and emerge as a recognized software solutions vendor in the
industry. The faith and confidence shown on your Company by banks,
global clients, government authorities and shareholders has propelled
our enthusiasm and strengthen our determination to achieve our vision.
Finally your Directors would like to express their sincere thanks to
the dedication and committed hard work of the employees working in
India, USA and at various client locations to reach our corporate
vision.
(By Order of the Board)
for CG-VAK SOFTWARE AND EXPORTS LIMITED
C. GANAPATHY
Chairman
Place: Coimbatore
Date : 30th May, 2012
Mar 31, 2011
Dear Members,
The Directors of your Company take pleasure in presenting the 16th
Annual Report on the business of your Company and the Audited Financial
Accounts for the year ended 31st March 2011.
FINANCIAL RESULTS 2010-11
During the year under review, your Company has achieved a turnover of
Rs. 633 Lakhs as against Rs. 594 Lakhs in the previous year. The net
profit for the year is Rs.11.27 lakhs as against the net Loss
Rs.(65.50) lakhs in the previous year.
GLOBAL REVENUE
The global revenues for the Company including the business done by the
Wholly Owned Subsidiary for the year under review is Rs.17.65 crores as
compared to Rs. 16.81 crores during previous year.
REVIEW OF BUSINESS
The year under report had been a challenging one for your Company due
to slow recovery of North American economy.
The contributions of business from various markets were:
Software services contributed to 90% and BPO services 10 %.
The contribution of offshore business has grown over the last year. The
offshore to on-site mix is 14:1 as compared to 9.9:1 in the previous
year. There is a growth of 9.5% in the offshore revenue.
Business from Offshore Software Services was Rs.527.81 lakhs during the
year 2010-2011 as against Rs. 457.15 in the previous year. The increase
has been at 15% compared with previous year.
Our BPO Service line has done a business of Rs. 63.18 lakhs during the
year 2010-11 as against Rs.82.79 lakhs during the previous year.
QUALITY
Your company has a strict quality assurance and control programs to
ensure that high level of Quality service is delivered to the
customers. Matured and proven quality management systems are in place
based on the requirements of ISO 9001:2008 standards.
FUTURE PLANS
The IT services market is expected to be challenging and pricing
pressures are predicted in the current year. In spite of the global
economic downturn and slow recovery, the company has been growing
positively in the offshore services segment for the last 3 years and
this momentum in the offshore front is likely to continue this year. We
have expanded geographically and we are now servicing clients from
Australia, Europe in addition to USA and Canada.
The Key differentiation for CG-VAK has been the ability to react to the
customer needs more quickly. By virtue of our smaller size we are able
to make radical changes to meet the changing needs of the market. The
company will give focus on cost and operational efficiencies to sustain
its competitiveness.
The company will continue its focus in OPD (Out-sourced Product
development) market space where it has achieved significant success.
The contribution from Software Services is expected to grow positively.
The Company should perform better in the ensuing year FY 2011-12.
DIVIDEND
As the company is passing through a very challenging phase, your
Directors do not consider prudent to recommend any dividend for the
financial year ended March 31, 2011.
US SUBSIDIARY: CG-VAK SOFTWARE USA INC.
Your Company's Wholly Owned Subsidiary at USA, CG-VAK Software USA Inc.
has made a Sales Turnover of US$ 2.54 million during this year,
compared to the US$ 2.29 million during the previous year.
As required under Section 212 of the Companies Act, 1956, the Annual
Report of M/s. CG-VAK Software USA Inc. is annexed to this report.
DIRECTORS
Mr. M.Durairaj is retiring by rotation at the ensuing Annual General
Meeting and is being eligible offer to himself for reappointment.
Mr.A.Sankar who was appointed as Additional Director holds office upto
the date of ensuing Annual General Meeting. A notice has been received
from a shareholder proposing him to be appointed as a Director.
Resolution for the reappointment of Mr.C.Ganapathy as Executive
Chairman is brought for your approval.
AUDITORS
M/s. S. Lakshminarayanan Associates, Chartered Accountants, Coimbatore
retire at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment.
PUBLIC DEPOSIT
The Deposits accepted by your Company are within the prescribed limits
and the provision of Section 58-A of the Companies Act, 1956, and the
rules framed there under are complied with. There are no unclaimed
deposits as on 31.03.2011.
CONSERVATION OF ENERGY ETC.
As per the requirement of Section 217(1) (e) of the Companies Act,
1956, read with the Companies (Disclosure of particulars in the report
of Board of Directors) Rules, 1988, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are appended hereto and form part of this report.
INFORMATION AS PER SECTION 217 (2A) OF THE COMPANIES ACT, 1956
As the Company has no employee drawing a salary of Rs.5, 00,000/- per
month or above or Rs.60, 00,000/- per annum or above during the year
2010-2011, there are no particulars to be furnished under section
217(2A) of the Companies Act, 1956.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
have:
1. Followed in the preparation of the Annual Accounts, the applicable
accounting standards.
2. 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 financial position of the Company
for the period.
3. Taken proper and sufficient care 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.
and
4. Prepared the attached statement of accounts for the year ended 31st
March 2011 on a going concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement, a Management Discussion
and Analysis Report is given as addition to this report.
CORPORATE GOVERNANCE
As required by the existing clause 49 of the listing agreement entered
into with the stock exchanges a separate report on corporate governance
is given as part of the annual report with the auditor's statement on
its compliance.
ACKNOWLEDGEMENT
The Directors of your Company would like to take this opportunity to
thank one and all associated with it enabling it to scale greater
heights and emerge as a recognized software solutions vendor in the
industry. The faith and confidence shown on your Company by banks,
global clients, government authorities and shareholders has propelled
our enthusiasm and strengthen our determination to achieve our vision.
Finally your Directors would like to express their sincere thanks to
the dedication and committed hard work of the employees working in
India, USA and at various client locations to reach our corporate
vision.
(By Order of the Board)
for CG-VAK SOFTWARE AND EXPORTS LIMITED
C.GANAPATHY
Chairman
Place: Coimbatore
Date : 30th May, 2011
Mar 31, 2010
The Directors of your Company take pleasure in presenting the 15th
Annual Report on the business of your Company and the Audited Financial
Accounts for the year ended 31st March 2010.
Financial Results 2009-10
During the year under review, your Company has achieved a turnover of
Rs. 594 Lakhs as against Rs. 723 Lakhs in the previous year. The Net
Loss for the year Rs.(65.51) lakhs as against the net profit Rs. 19.01
lakhs in the previous year.
Global Revenue
The global revenues for. the Company including the business done by the
Wholly Owned Subsidiary for the year under review is Rs,16.50 crores as
compared to previous year was Rs. 20.28 crores.
Review of Business
The year under report had been a challenging one for your Company due
to global economic slowdown. The contributions of business from various
markets were:
Software services contributed to 86% and BPO services 14 %
The contribution of offshore business has grown over the last year. The
offshore to on-site mix is 2.1:1 as compared to 9.9:1 in the previous
year. There is a growth of 10% in the offshore revenue.
Business from Offshore Software Services was Rs .457.15 lakhs during
the year 2009-2010 as against Rs. 404.87 in the previous year. The
increase has been at 13% compared with previous year.
Our BPO Service line has done a business of Rs. 82.79 lakhs during the
year 2009-10 as against Rs.86.10 lakhs during the previous year.
Quality
Your company has a strict quality assurance and control programs to
ensure that high level of Quality service is delivered to the
customers. Matured and proven quality management systems are in place
based on the requirements of ISO 9001:2008 standards.
Future Plans
The IT services market is expected to be challenging and pricing
pressures are predicted in the current year. Despite the unprecedented
global economic downturn, the company has been growing positively in
the offshore services segment for the last 3 years and this momentum in
the offshore front is likely to continue this year. We have expanded
geographically and now servicing clients from Austalia, U.K,
Switzerland, Ireland, Netherlands in addition to USA and Canada.
The Key differentiation for CG-VAK has been the ability to react to the
customer needs more quickly. By virtue of our smaller size we are able
to make radical changes to meet the changing needs of the market. The
company will give focus on cost and operational efficiencies in this
recessionary environment to sustain its competitiveness.
The company will continue its focus in OPD {Out-sourced Product
development) market space .where it has achieved significant success.
The contribution from European and Australian markets is expected to
grow positively. The Company should perform better æ in the ensuing
year FY 2010-11.
Dividend
As the company is passing through a very challenging phase, your
Directors do not consider prudent to recommend any dividend for the
financial year ended March 31,2010.
US Subsidiary-CG-VAK Software USA Inc.
Your Companys Wholly Owned Subsidiary at USA, CG-VAK Software USA Inc.
has made a Sales Turnover of US$ 2.29 million during this year,
compared to the US$ 2.98 million during the previous year.
As required under Section 212 of The Companies Act, 1956, the Annual
Report of M/s. CG-VAK Software USA inc. is annexed to this report.
Directors
Mr. C. Ganapathy retiring by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.
Resolution for the re-appointment of Mr.G. Suresh as Managing Director
is brought for your approval.
Auditors
M/s. S. Lakshminarayanan Associates, Chartered Accountants, Coimbatore
retire at the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment.
Public Deposit
The Deposits accepted by your Company are within the prescribed limits
and the provision of Section 58-A of the Companies Act, 1956, and the
rules framed there under are complied with. There are no unclaimed
deposits as on 31.03.2010.
Information pursuant to Section 217(l) {e) of the Companies Act, 1956.
As per the requirement of Section 217 (l) (e) of The Companies Act,
1956, read with the Companies (Disclosure of particulars in the report
of Board of Directors) Rules, 1988, the information regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo are appended hereto and form part of this report.
Particulars of Employees
Particulars of Employees pursuant to section 217(2A) of the Companies
Act, 1956 read with, the Companies {Particulars; of Employees) Rules,
1975 and forming part of the Report of the Directors for the year ended
31st March 2010.
Name &
(Age) Designation/ Remuner
ation Qualifica
tion & Date of Last
Nature of
Duties Rs in
lakhs Experience Commenc
ement Employment
Gross (Years) of Emplo
yment
Bachelor
of
G.Suresh Managing
Director 30.09 Engineering 01st Sep
tember Managing
Partner
General
Management (Mechanical) 1995 in
&
(46) of affairs
of the Master Market
Makers
Company of Business
Administration
(22)
Note: 1. MrGSuresh was appointed as Managing Director for aperiod of 5
years (Ist September 2005 to 31st August 2010). He is reappointed for
a period of 5 years (1st September 2010 to 31" August 2015) subject to
the approval of æ shareholders at the ensuing Annual General Meeting.
2. Mr.G.Suresh is related to Mr.C Ganapathy, Chairman. Mr G. Suresh
owns 14.04%of the equity Shares of the Company as on 31st March 2010.
3. Gross remuneration comprises salary, commission, allowances,
monetary value of perquisites and the Companys Contribution to
Provident fund.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
have:
1. Followed in the preparation of the Annual Accounts, the applicable
accounting standards.
2. 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 financial position of the Company
for the period.
3. Taken proper and sufficient care 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.
and
4. Prepared the attached statement of accounts for the year ended 31
st March 2010 on a going concern basis.
Corporate Governance
As required by the existing clause 49 of the listing agreement entered
into with the stock exchanges a separate report on corporate governance
is given as part of the annual report along with the auditors
statement oh its compliance.
Acknowledgement
The Directors of your Company would like to take this opportunity to
thank one and all associated with it enabling it to scale greater
heights and emerge as a recognized software solutions vendor in the
industry. The faith and confidence shown on your Company by banks,
global clients, government authorities and shareholders has propelled
our enthusiasm and strengthen our determination to achieve our vision.
Finally your Directors would like to express their sincere thanks to
the dedication and committed hard work of the employees working in
India, USA and at various client locations overseas to reach our
corporate vision.
Place : Coimbatore By Order of the Board
Date : 27.05.2010 C. GANAPATHY
Chairman