Mar 31, 2015
Dear Members,
The Directors are pleased to present the 27th Annual Report on the
Business & Operations of Info-Drive Software Limited (hereafter
referred to as 'InfoDrive') together with Audited Accounts for the
financial year ended March 31, 2015.
Company Performance
The highlights of Consolidated Financial Results of your Company and
its Subsidiaries are as follows:
Rs . Lacs
Consolidated 2015 2014
Turnover / Income from operations 8757.31 6,319.53
Exchange Fluctuation Gain/(Loss) (39.15) 378.33
Interest and finance charges 69.90 155.29
Profit after Tax (after Minority
Interest adjustment) carried to
Balance Sheet 341.19 12.68
The highlights of Financial Results of your Company as a Standalone
entity are as follows:
Rs . Lacs
Stand Alone 2015 2014
Turnover / Income from operations 1805.12 1,212.99
Exchange Fluctuation Gain/(Loss) (38.54) 385.60
Interest and finance charges 46.26 85.67
Profit after Tax carried to Balance Sheet 272.04 31.57
BUSINESS OVERVIEW:
During the financial year ended 31 March 2015, your company recorded
revenues of Rs. 180.51 million as compared to Rs. 121.29 million in the
previous financial year. The profit earned by the Company for the year
was Rs. 27.20 million as compared to Rs. 3.2 million in 2014.
A detailed discussion on the performance of your company, industry
structure, threats, opportunities, risks, future outlook and strategy
is given separately in the Management Discussion and Analysis (MDA)
section, which forms a part of this Annual Report.
DIVIDEND
Keeping the Company's growth plans in view, no dividend is being
recommended by Board of Directors for the year.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Your Company has five wholly owned subsidiaries and one
subsidiary-cum-joint venture across the globe.
The following table provides a list of all these
Subsidiaries/Associates as on March 31, 2015:
Name of Subsidiary/ Associate Country of Incorporation
Info-Drive Software Inc. United States of America
Info-Drive Systems Sdn. Bhd. Malaysia
Info-Drive Software LLC-Subsidiary United Arab Emirates
cum Joint Venture
Info-Drive Enterprises Pte Ltd, Singapore
(Formerly known as Info-Drive
Software Pte. Ltd.)
Info-Drive Software Limited Canada
Infodrive Mauritius Limited Mauritius
Infodrive Technologies Ltd. - Thailand
Associate Company
A statement containing the salient features of the financial statement
of our subsidiaries in the prescribed form AOC 1 is provided as
Annexure A to this Directors' Report. The statement also provides the
details of performance, financial position of each of the subsidiaries.
INFODRIVE ENTERPRISES PTE. LTD.
Infodrive Enterprises Pte. Ltd., is based in Singapore. It was
incorporated in 2007 for providing Software development, Infrastructure
Management Services, Systems Integration and dealing/trading of
commodities.
INFODRIVE MAURITIUS LIMITED
Infodrive Mauritius Limited., is based in Mauritius. It was
incorporated in 2008 to expand business in the country and provide
business consulting and Information technology services for clients in
various industries which includes Conventional & Islamic banking,
financial services and telecom.
INFO-DRIVE SOFTWARE INC.
Info-Drive Software Inc is based in USA. It was incorporated in 2007 to
expand business in the country with object of providing product design,
development & customization solutions to Large technology Companies and
caters to Pension Service Providers.
INFO-DRIVE SOFTWARE LLC
Info-Drive Software LLC is based in Dubai, UAE. It was incorporated in
2007. The Company is engaged in the activity of reselling packaged
software and implementation, System Integration & Data Analytics
Infrastructure Management Services.
INFO-DRIVE SOFTWARE LIMITED
Info-Drive Software Limited is based in Canada and it was incorporated
in 2008 to provide IT Consulting Services.
INFO-DRIVE SYSTEMS SDN. BHD.
Info-Drive Systems Sdn. Bhd is based in Malaysia and it was
incorporated in 1994 and became a subsidiary of InfoDrive in 2007. The
Company is providing a complete range of business consulting and
Information technology services for clients in industries include
Conventional & Islamic banking, financial services and telecom.
INFO DRIVE TECHNOLOGIES CO., LTD
Info Drive Technologies Co., Ltd is based in Thailand and the Company
is engaged in IT Consulting, Software Development, Hardware, System
Integration and BPO Services.
CAPITAL STRUCTURE:
AUTHORISED CAPITAL:
During the year under review, pursuant to the approval of the members
at the Extra Ordinary General Meeting of the Company held on April 02,
2014 the Authorized Share Capital of the Company was increased from Rs
70,00,00,000 (Rupees Seventy crores) to Rs. 100,00,00,000 (Rupees One
Hundred crores) divided into 10,00,00,000 Equity Shares of Rs. 10/-
each. Foreign Currency Convertible Bonds (FCCBs).
SUBDIVISION OF SHARES
During the year, pursuant to the approval of the members at the 26th
Annual General Meeting of the Company held on September 30, 2014 to the
sub-division of the Equity Shares of the Company, each equity share of
nominal face value of Rs. 10 (Rupees ten) each was sub-divided to 10
(ten) Equity Share of the face value of Re. 1 (Rupee one) each. The
effective date for the said sub-division was December 26, 2015 (record
date).
The authorised equity share capital of the Company after sub- division
of the face value of Equity Shares is Rs. 100,00,00,000 (Rupees One
Hundred crores) divided into 100,00,00,000 Equity Shares of Re. 1/-
each.
FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs):
During the year, the Company has issued 91 Zero Coupon Foreign Currency
Convertible Bonds of US$ 100,000 each due 2019 pursuant to Offering
Circular dated December 12, 2014. The bonds are mandatorily convertible
with Bondholders having an option to convert each bond into fully paid
up equity shares of Re.1 each at the conversion price of Re.1 per share
translated from US$ at the fixed exchange rate of Rs. 60.09 per US$ at
any time up to the Close of Business on December 12, 2019 except during
the 'closed period' as defined in the Offering Circular.
During the year under review, the Company has converted 18 FCCBs into
10,81,62,000 equity shares of Re.1 each in terms of conversion notices
received from the Bondholders. As on March 31, 2015, 73 (Seventy Three)
FCCBs are outstanding.
ALLOTMENT OF SHARES:-
During the year under review, the Company has allotted 10,81,62,000
equity shares consequent to the conversion notice(s) received from the
Bondholders for conversion of the Foreign Currency Convertible Bonds
("FCCB") for total value of US$ 1.8 million at a conversion price of
Re.1 per share translated from US$ at the fixed exchange rate of Rs.
60.09 per US$, in accordance with the terms of the Offering Circular
dated December 12, 2014 for issue of US$ 9.1 million unsecured Zero
Coupon Foreign Currency Convertible Bonds.
Consequently the paid up share capital of the Company has increased
from Rs. 45,09,02,200 aggregating 45,09,02,200 equity shares of Re.1
each to Rs. 55,90,64,200 aggregating 55,90,64,200 equity shares of Re.1
each.
The Company has received approval from BSE Limited for listing and
dealing of all the above Equity Shares of the Company.
MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE
There were no material changes and commitments affecting the financial
position between the end of the Financial Year and the date of this
Report.
FIXED DEPOSITS
In terms of the provision of Sections 73 and 74 of the Companies Act,
2013 read with the relevant rules, your Company has not accepted any
fixed deposits during the year under review
AUDITORS:
STATUTORY AUDITORS
The Members of the Company at the Annual General Meeting of the Company
held on September 30, 2014 appointed M/s. K. S. Reddy Associates,
Chartered Accountants (Firm Registration No. 009013S) as the Statutory
Auditor of the Company to hold such office till the conclusion of the
Annual General Meeting in the calendar year 2017.
M/s. K. S. Reddy Associates has confirmed their eligibility and
willingness to accept office, if appointment is ratified by the Members
of the Company. Further, in terms of the Clause 41(1)(h) of the
Listing Agreement, the statutory auditors of your Company are subjected
to the Peer Review Process of the Institute of Chartered Accountants of
India (ICAI). M/s. K. S. Reddy Associates has confirmed that they hold
a valid certificate issued by 'Peer Review Board' of ICAI; and have
provided a copy of the said certificate to your Company for reference
and records. The ratification of appointment of Statutory Auditors is
subject to the approval of the Members of the Company. Your Directors
propose ratification of appointment of M/s. K. S. Reddy Associates as
the Statutory Auditor of your Company.
The observation in the Auditors'' Report (in italics) are followed by
appropriate reply and explanation (in bold) as under.
a) As certified by the management the financial statements of
Technoprism LLC being the subsidiary company of Info-Drive Software
Inc., USA are not made available and hence not included in the
consolidated financial statements. In the absence of any financial
information non provision for diminution in value of investments, if
any, I am unable to quantify the effect of such non provision on the
value of investments and the net worth of the respective companies.
In view of revival of operations of Subsidiary, provision for
diminution in value of investments as per the requirements of
Accounting Standard -13 (Accounting for Investments) is not considered
necessary and hence not made.
b) Confirmation of balances in respect of the subsidiary companies that
have been incorporated in the consolidated financial statements of the
Company have not been obtained and completely relied upon the
information and explanations provided by the management as audited
financial statements of these entities as at 31st March 2015 were not
available.
Audit is not mandatory to our overseas subsidiaries according to the
legal provisions of respective host countries. Hence, the Audited
Financial Statements are not made available
c) According to the information and explanations given to me and in
accordance with the provisions of the Companies Act, 2013, the Annual
e-filing forms and event based forms with regards to increase in
authorised share capital, sub-division of equity shares of the company,
allotment of Foreign Currency Convertible Bonds (FCCBs) and allotment
of equity shares consequent upon conversion of FCCBs were pending
filing as on 31st March 2015.
The Company is taking all necessary steps to file the same.
Secretarial Auditor
Pursuant to Section 204 of the Companies Act, 2013, the Board of
Directors had appointed S. Hari Krishnan, (Membership No.29583,
COP.1374Q) Practising Company Secretary as the Secretarial Auditor of
the Company for the financial year 2014-15. Accordingly, the
Secretarial Auditor has given his report, which is annexed hereto as
Annexure B. The comments of the Board on the observations of the
Secretarial Auditor are given after Annexure B above.
Internal Auditor
Mr. ANL Madhavann, CFO of the Company has been appointed as Internal
Auditor to carry out the Internal Audit of various operational areas of
the Company for the financial year ended March 31, 2015.
Board Meetings
The details pertaining to the composition, terms of reference, etc. of
the Board of Directors of the Company and the meetings thereof held
during the financial year are given in the Report on Corporate
Governance section forming part of this Annual Report.
Directors and Key Managerial Personnel
In the last Annual General Meeting, Mr. V N Seshagiri Rao,
(DIN:00338930) Mr. Jaffer Sadiq Ameer (DIN:06523268) and Mr. Framed
Manoharlal Jain (DIN:0271 1 188) were appointed as Independent
Directors on the Board of the Company. The appointment of all the 3
(Three) Independent Directors was made for a period of 5 (Five)
consecutive years for a term up to conclusion of the 31st Annual
General Meeting to be held in the calendar year 2019, Pursuant to the
provisions of the Companies Act, 2013, they are not liable to retire by
rotation.
During the year under review, N. Viswanathan, Independent Director and
Mr. K. Chandrasekaran, Non Executive Director stepped down from the
Board. The Board wishes to place on record its deep sense of
appreciation for the valuable contributions made by them to the Board
and the Company during their tenure as Directors.
Ms. Lakshmi Sankarakrishnan (DIN:02576900) was appointed as an
Additional Director (Independent) on the Board with effect from March
31, 2015. We seek your confirmation for appointment of Ms. Lakshmi
Sankarakrishnan as Independent Director for a term of one year i.e.
from September 30, 2015 to September 30, 2016 respectively on
non-rotational basis.
Ms. Smitha Iyer (DIN:02535610) was appointed as Additional Director on
the Board with effect from March 31, 2015. We seek your confirmation
for appointment of Ms. Smitha Ramachandran as Non Executive Director
liable to retire by rotation.
At present, your Company has 6 (Six) Non-Executive Directors out of
which 4 (Four) are Independent Directors pursuant to the provisions of
the Clause 49 of the Listing Agreement. Pursuant to Section 149 of the
Companies Act, 2013, every listed company shall have at least one-
third of its total strength of the Board of Directors as Independent
Directors. Based on the present composition of the Board of Directors
and the number of Independent Directors, the Company complies with this
requirement.
In terms of Section 152 of the Companies Act, 2013 and pursuant to
Articles of Association of your Company, Mr. ANL Madhavann, Director is
liable to retire by rotation at the Twenty-Seventh Annual General
Meeting.
At the Board Meeting held on May 13, 2014, Mr. A.S. Giridhar, as
Manager, Mr. ANL Madhavann as Chief Financial Officer and Mr. Ajay K
Mehta as Company Secretary were designated as "Key Managerial
Personnel" of the Company pursuant to Sections 2(51) and 203 of the
Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Subsequent to the
financial year, Mr. A S Giridhar was appointed as Chief Financial
Officer of the Company in place of Mr. ANL Madhavann w.e.f 29th May
2015.
In terms of the Listing Agreement, the Company conducts the
Familiarization Program for Independent Directors about their roles,
rights, responsibilities in the Company, nature of the industry in
which the company operates, business model of the company, etc.,
through various initiatives. The details of the same can be found at:
http://infodriveservices.com/investors/pdfs/pdfs/Policy_Committee_New/
FAMILIARIZEPOLICY FOR INDEPENDENT DIRECTORS.pdf
Independent Directors
The Independent Directors of the Company have declared that they meet
the criteria of Independence in terms of Section 149(6) of the
Companies Act, 2013 and that there is no change in their status of
Independence.
Separate Meeting of Independent Directors was held on February 13,
2015.
Committees of the Board
During the year under report, the Board of Directors of your Company
reconstituted the Committees of the Board. The details of the powers,
functions, composition and meetings of the Committees of the Board held
during the year are given in the Report on Corporate Governance section
forming part of this Annual Report.
1. Audit Committee
The details pertaining to the composition, terms of reference, etc. of
the Audit Committee of the Company and the meetings thereof held during
the financial year are given in the Report on Corporate Governance
section forming part of this Annual Report. The recommendations of the
Audit Committee were accepted by the Board of Directors of the Company
from time to time.
2. Nomination and Remuneration Committee
The Board of Directors at its meeting held in May 2014 named this
Committee as the Nomination and Remuneration Committee for the purpose
of provisions under the Companies Act, 2013 with respect to the terms
of the Nomination and Remuneration Committee of the Company covered
under the statutory terms of the Nomination and Remuneration Committee.
The details pertaining to the composition, terms of reference, etc. of
the Nomination and Remuneration Committee of the Board of Directors of
the Company and the meetings thereof held during the financial year are
given in the Report on Corporate Governance section forming part of
this Annual Report.
3. Stakeholders Relationship Committee
The details pertaining to the composition, terms of reference, etc. of
Stakeholders Relationship Committee of the Company and the meetings
thereof held during the financial year are given in the Report on
Corporate Governance section forming part of this Annual Report.
4. Issue Management Committee
The details pertaining to the composition, terms of reference, etc. of
Issue Management Committee of the Company and the meetings thereof held
during the financial year are given in the Report on Corporate
Governance section forming part of this Annual Report.
Institutional Holding
As on March 31, 2015, the total institutional holding in your Company
stood at 44.14 % of the total share capital.
Particulars required as per Section 134 of the Companies Act, 2013
As per Section 134 of the Companies Act, 2013, your Company has
provided the Consolidated Financial Statements as on March 31, 2015.
Your Directors believe that the consolidated financial statements
present a more comprehensive picture as compared to standalone
financial statements. These documents will also be available for
inspection during the business hours at the Registered Office of your
Company and the respective subsidiary companies. A statement showing
financial highlights of the subsidiary companies is attached to the
consolidated financial statements.
The Annual Report of your Company though does not contain full
financial statements of the subsidiary companies, your Company will
make available the annual accounts and related information of the
subsidiary companies, upon request by any Member of your Company.
Consolidated Financial Statements
Consolidated financial statements of your Company and its subsidiaries
as at March 31, 2015 are prepared in accordance with the Accounting
Standard 21 (AS - 21) on 'Consolidated Financial Statements' issued by
the Institute of Chartered Accountants of India, and form part of this
Annual Report.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules, 2014, the statement containing
salient features of the financial statements of the Company's
Subsidiaries', Associates' and Joint Ventures (in Form AOC-1) is as
Annexure A. The Policy for determining material subsidiaries of the
Company is available on the Company's website at
http://infodriveservices.com/investors/pdfs/pdfs/Policy_
Committee_New/POLICY FOR MATERIAL SUBSIDIARYpdf
Particulars of Loans given, Guarantees given and Investments made
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the notes to the financial statements
provided in this Annual Report.
Related Party Transactions
The Policy to determine materiality of related party transactions and
dealing with related party transactions as approved by the Board of
Directors is available on the Company's website at
http://infodriveservices.com/investors/pdfs/pdfs/Policy_Committee_New/
POLICY FOR RELATED TRANSACTIONS.pdf
During the year under review, the Company had not entered into any
material transaction with any party who is related to it as per the
Companies Act, 2013. There were certain transactions entered into by
the Company with its foreign subsidiaries and other parties who are
related within the meaning of Accounting Standard (AS - 18). Attention
of Members is drawn to the disclosure of transactions with such related
parties set out in Note No. L of the Standalone Financial Statements,
forming part of this Annual Report. The Board of Directors confirms
that none of the transactions with any of related parties were in
conflict with the Company's interest and all transactions entered into
with the Related Parties as defined under the Companies Act, 2013 and
Clause 49 of the Listing Agreement during the financial year ended on
31.03.2015 were in the ordinary course of business and on basis of arms
length pricing and do not attract the provisions of Section 188 of the
Companies Act, 2013. Thus disclosure in form AOC 2 is not applicable.
The related party transactions are entered into based on considerations
of various business exigencies, such as synergy in operations, sectoral
specialization and the Company's long-term strategy for sectoral
investments, optimization of market share, profitability, legal
requirements, liquidity and capital resources of subsidiaries.
Adequacy of Internal Financial Controls
The Board is responsible for establishing and maintaining adequate
internal financial control as per section 134 of the Companies Act,
2013. The Board has laid down policies and processes in respect of
internal financial controls and such internal financial controls were
adequate and were operating effectively. The internal financial
controls covered the policies and procedures adopted by the Company for
ensuring orderly and efficient conduct of business including adherence
to the Company's policies, safeguarding of the assets of the Company,
prevention and detection of fraud and errors, accuracy and completeness
of accounting records and the timely preparation of reliable financial
information.
Code of Conduct
The Code of Conduct as approved by the Board of Directors is available
on the Company's website at http://infodriveservices.com/investors/
pdfs/pdfs/Policy_Committee_New/CODE OF CONDUCT.pdf
Extract of Annual Return
Pursuant to the provisions of the Section 92(3) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, the extract of Annual return of the
Company for the financial year ended on March 31, 2015 is provided in
the Annexure C to the Directors' Report.
Corporate Governance
A separate section on Corporate Governance with a detailed compliance
report as stipulated under the Listing Agreement and any other
applicable law for the time being in force forms an integral part of
this Report.
Management Discussion and Analysis
Report on Management Discussion and Analysis as stipulated under the
Listing Agreement and any other applicable law for the time being in
force based on audited, consolidated financial statements for the
financial year 2014-15 forms part of this Annual Report.
Conservation Of Energy, Research and Development (R&D), Technology
Absorption and Foreign Exchange Earnings & Outgo
(A) Conservation of energy
The nature of your company's operations is not energy intensive. Your
company believes that it forms part of the duty to save energy and also
install necessary apparatus which will help conserve energy. Your
company's computer terminals, air conditioning systems, lighting and
utilities are modern technology-enabled to facilitate the optimal use
of energy and power.
(B) Research and Development (R&D)
Your company is actively engaged in the research and development of IT
Consulting Services. Your company's management team performs an
end-to-end function by acting as the sounding board and mentors for the
R & D team to develop their ideas to facilitate market launch. The
teams will develop a unique approach and strengthen our positioning
through tools, frameworks and methodologies to provide value-added
services to clients.
(C) Technology absorption
Your company believes that in addition to progressive thought, it is
imperative to invest in research and development to ascertain future
exposure and prepare for challenges. In its endeavour to obtain and
deliver the best, our company entered into alliances with major global
players in the industry to harness and tap the latest and the best of
technology in its field, upgrade itself in line with latest technology
globally and deploy / absorb technology wherever feasible, relevant and
appropriate. Your company also attached tremendous importance to
indigenous development and technology up gradation through its
extensive Research and Development operations. The benefits derived
from these processes are phenomenal and improved the quality of your
company's world-class services.
(D) Foreign Exchange Earnings and Outgo
The particulars of foreign exchange earnings and outgo, based on actual
inflows and outflows are as follows:
Rs . Lacs
Particulars March 31, 2015 March 31, 2014
Earnings Nil 34.06
Outgo Nil 2.62
Directors Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of section 134 state thatÂ
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for that period;
(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern
basis; and
(e) The directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
Explanation.-For the purposes of this clause, the term "internal
financial controls" means the policies and procedures adopted by the
company for ensuring the orderly and efficient conduct of its business,
including adherence to company's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation
of reliable financial information;
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Details of Policy Developed and Implemented By the Company on Its
Corporate Social Responsibility Initiatives
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
vigil Mechanism (whistle Blower Policy)
The details of the vigil mechanism (whistle blower policy) are given in
the Report on Corporate Governance forming part of this Annual Report.
The Company has uploaded the policy on its website at
http://infodriveservices.com/investors/pdfs/pdfs/Policy_Committee_New/
POLICY FOR WHISTLE BLOWER.pdf
Risk Management Policy
Report on Risk Management based on the risk management policy developed
and implemented by the Company for the financial year 2014-15 forms
part of this Annual Report.
Performance Evaluation of the Board, its Committees and Directors
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors including
Independent directors pursuant to the provisions of the Act under and
Companies Act 2013 as per the criteria laid down .Evaluation of
Independent Directors has been done by entire Board as per Schedule IV
of the Companies Act 2013.
In pursuance of Clause 49 of the Listing Agreements ("Clause 49") the
Board shall monitor and review entire Board evaluation framework.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
Criteria for evaluation of Director
* Leadership initiative
* Initiative in terms of new ideas and planning for the Company
* Professional skills, problem solving, and decision-making
* Compliance with policies of the Company, ethics, code of conduct,
etc.
* Reporting of frauds, violation etc.
* Safeguarding of interest of whistle blowers under vigil mechanism
* Timely inputs on the minutes of the meetings of the Board and
Committee, if any
Criteria for evaluation of Independent Director
* Attendance and participations in the meetings
* Raising of concerns to the Board
* Safeguard of confidential information
* Rendering independent, unbiased opinion and resolution of issues at
meetings
* Initiative in terms of new ideas and planning for the Company
* Safeguarding interest of whistle-blowers under vigil mechanism
* Timely inputs on the minutes of the meetings of the Board and
Committee's, if any
Criteria for evaluation of Board /Committee
* The Board of Directors /Committee members of the company is effective
in decision making
* The Board of Directors /Committee members are effective in developing
a corporate governance structure that allows and encourages the Board
to fulfill its responsibilities.
* The Board of Directors /Committee members review the organization's
performance in carrying out the stated mission on a regular basis.
* The Board of Directors /Committee members are effective in providing
necessary advice and suggestions to the company's management.
* Are the Board of Directors /Committee members as a whole up to date
with latest developments in the regulatory environment and the market?
* Board meetings/Committee Meetings are conducted in a manner that
encourages open communication, meaningful participation, and timely
resolution of issues etc
* The Board/Committee oversees the role of the independent auditor from
selection to termination and has an effective process to evaluate the
independent auditor's qualifications and performance.
Details of the Remuneration 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
1. The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the financial year
2014-15, ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year
2014-15 and the comparison of remuneration of each Key Managerial
Personnel (KMP) against the performance of the Company are as follows:
Rs. Lacs
Remuneration % increase in
S # Name of Director/ of KMP for Remuneration in
KMP and Designation FY 2014-15 the FY 2014-15
1 A S Giridhar 3 N.A.
2 ANL Madhavann 19.8 N.A.
3 Ajay K Mehta 6 N.A.
Total 28.8 -
Ratio of Comparison of the
remuneration remuneration of
S # Name of Director/ of eachKMP to the KMP against the
KMP and Designation median performance of the
remuneration of Company
employees
1 A S Giridhar 3.69
Profit Before tax
2 ANL Madhavann 6.09 increased by 308 %
and Profit after tax
3 Ajay K Mehta 1.85 increased by 761.7 %
during FY 2014-2015
Total
During the financial year 2014-15, none of the Directors was drawing
any remuneration except sitting fees.
During the financial year 2014-15, there was no increase in the
remuneration of Key Managerial Personnel(s) and Employees. Hence, the
ratio of their remuneration is not provided.
The median remuneration of employees of the Company during the
financial year 2014-15 was 3.25 Lakhs p.a. As on March 31, 2015, there
were 139 permanent employees who were on the roll of the Company (on
consolidated basis).
Comparison of Remuneration of the Key Managerial Personnel(s) against
the performance of the Company: The total remuneration of the Key
Managerial Personnel(s) is Rs. 28.8 Lakhs in 2013-14 and Rs. 28.8 Lakhs
in 2014-15 whereas Profit after Tax increased by 761.7 % from Rs.31.57
Lakhs in 2013-14 to. Rs.272.04 in 2014-15.
Variations in the Market Capitalization of the Company. The Market
Capitalization as on 31st March, 2015 stood at Rs.3246.49 Lakhs
(Rs.2782.60 Lakhs 31st March, 2014)
Price Earnings Ratio of the Company as on 31st March 2015 Rs.0.05 as
compared to 0.07 as on 31st March 2014
Market Quotation % decreased compared on 31.03.2014 was 38.3 % compared
IPO issue price. Market Quotation % decreased compared on 31.03.2015
was 0.28 %compared IPO issue price.
The key parameters for the variable component of remuneration availed
by the KMPs are considered by the Board of Directors based on
recommendations of Nomination and Remuneration Committee and as per the
Remuneration Policy for Key Managerial Personnel and other employees.
During the financial year 2014-15, none of the Directors was drawing
any remuneration. Hence, the ratio of their remuneration to the
remuneration of highest paid director is not provided. It is affirmed
that the remuneration paid is as per the Remuneration Policy for
Directors, Key Managerial Personnel and other employees.
No employee throughout the financial year was in receipt of
remuneration of Rs. 60 Lakhs p.a. or more, or employed for part of the
year and in receipt of Rs. 5 Lakhs or more a month under Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
Listing with the Stock Exchanges
The Equity Shares of the Company are listed on BSE Limited (BSE) and
Madras Stock Exchange Limited (MSE).
Listing fees for 2014-15 have been paid to BSE
The Equity Shares of the Company were permitted to be traded and
admitted to dealing on National Stock Exchange of India Limited (NSE)
w.e.f. January 08, 2010 under Permitted Category by virtue of its
listing on Madras Stock Exchange Limited (MSE).
In terms of SEBI Circular dated May 22, 2014, MSE has been derecognized
and consequently the trading permission of the Company's Shares on NSE
has been withdrawn by NSE vide circular dated January 06, 2015 with
effect from January 30, 2015.
Secretarial Standards
The Company will comply with the Secretarial Standards as and when they
are made effective.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered under this
policy. Internal Complaints Committee(s) (ICC) has been set up to
redress complaints received regarding sexual harassment. During the
year, there was no case of anti-harassment reported to the
Committee(s).
Other Matters
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under report:
1. No KMP of the Company receives any remuneration or commission from
any of its subsidiaries.
2. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and the
Company's operations in future.
ACKNOWLEDGEMENTS
The Directors are thankful to the Members and Investors for their
confidence and continued support. The Directors are grateful to the
Central and State Government, Stock Exchanges, Securities & Exchange
Board of India, Reserve Bank of India, Software Technology Parks of
India, Banks, Lenders, FCCB holders and last but not the least, its
trusted clients for their continued support.
The Directors would like to express their gratitude for the profuse
support and guidance received from alliance partners and vendors. The
Directors would also like to express their sincere thanks and
appreciation to all the employees across the globe for their
commendable work and professionalism.
For and on behalf of the Board of Directors
Sd/- Sd/-
v. N. Seshagiri Rao Pramod Manoharlal Jain
Director Director
DIN 00338930 DIN 02711188
Date: May 29, 2015
Place: Chennai
Mar 31, 2014
DEAR MEMBERS
The Directors are pleased to present the 26th Annual Report on the
business & operations of Info-Drive Software Limited (hereafter
referred to as ''InfoDrive'') together with Audited Accounts for the
financial year ended March 31, 2014.
FINANCIAL RESULTS
The highlights of Consolidated Financial Results of your Company and
its Subsidiaries are as follows:
Rs. Lacs
Consolidated 2014 2013
Turnover / Income from operations 6,319.53 8,002.71
Other Income 71.93 274.38
Exchange Fluctuation Gain/(Loss) 378.33 199.76
Interest and finance charges 155.29 314.07
Profit after Tax (after Minority 12.68 74.83
Interest adjustment) carried to
Balance Sheet
The highlights of Financial Results of your Company as a Standalone
entity are as follows:
Rs. Lacs
Stand Alone 2014 2013
Turnover / Income from operations 1,212.99 2,119.90
Other Income 56.90 265.06
Exchange Fluctuation Gain/(Loss) 385.60 192.87
Interest and finance charges 85.67 142.52
Profit after Tax carried to 31.57 85.95
Balance Sheet
BUSINESS OVERVIEW:
During the financial year ended March 31, 2014, your company recorded
revenues of Rs. 165.44 million as compared to Rs. 257.78 million in
the previous financial year. The profit was 3.2 million as compared to
8.6 million in 2013.
A detailed discussion on the performance of your company, industry
structure, threats, opportunities, risks, future outlook and strategy
is given separately in the Management Discussion and Analysis (MDA)
section, which forms a part of this annual report.
DIVIDEND
Keeping the Company''s growth plans in mind, no dividend was recommended
by the Board of Directors for the year.
BRANCH
Info-Drive Software Limited (Singapore Branch) was incorporated in
November 2007 to expand its business in hardware sales & support
services business in Singapore.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the company prepared as per
Accounting Standard AS 21 and Accounting Standard AS 23, consolidating
the company''s accounts with its subsidiaries and an associate have also
been included as part of this Annual Report As required under the
Listing Agreements entered into with the Stock Exchanges, consolidated
financial statements 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. The consolidated financial
statements disclose the assets, liabilities, income, expenses and other
details of the Company and its subsidiaries.
The Ministry of Corporate Affairs, Government of India has issued a
Circular No. 2 /2011 dated February 8, 2011 granting general exemption
to Companies under Sec 212(8) from attaching the documents referred to
in Sec 212 (1) pertaining to its subsidiaries, subject to approval by
the Board of Directors of the Company and furnishing of certain
financial information in the Annual Report. The Board of Directors of
the Company have accordingly decided to dispense with the requirement
of attaching to its Annual Report the annual audited accounts of the
Company''s subsidiaries.
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 information will be made available to any member of the
Company/its subsidiaries seeking such information and are available for
inspection by any member of the Company/its subsidiaries at the
registered office of the Company. The annual accounts of the said
subsidiaries will also be available for inspection at the head
offices/registered offices of the respective subsidiary companies.
MATERIAL NON-LISTED SUBSIDIARY COMPANY
As per Clause 49 of the Listing Agreement, your Company has no material
non-listed subsidiary company in India, whose turnover or net worth
exceeds 20% of the consolidated turnover or net worth respectively of
your Company and its subsidiaries in the immediately preceding
accounting year.
CAPITAL STRUCTURE
During the year under review, the share capital of your Company
remained unaltered.
Subsequent to the close of the financial year, the Authorized Share
Capital of the Company was increased from Rs. 70 Crores to Rs. 100
Crores pursuant to the approval accorded by the members of the Company
at their meeting held on April 2, 2014.
FIXED DEPOSIT
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding
as on the date of the balance sheet.
DIRECTORS, MANAGER AND SECRETARY
1. Mr. V.N. Seshagiri Rao is a Non-Executive Director since 2008. He
has an experience of over 39 years in the field of Management. He is a
Chartered Accountant by qualification and has held several senior
management positions involving Finance and Business management. He is
an expert in the field of Finance, Company Law and related areas. He
has held advisory positions for many senior businessmen and in large
business houses. He has worked alongside reputed consultants and served
many Companies'' Boards. His knowledge and guidance will be an asset to
the Company in its growth and expansion plans. He is a member of Audit
Committee. He is not holding any shares in the Company. He is not
holding any shares in the Comp any.
2. Mr. ANL Madhavann, BSc.,FCA,FCS,PGDBA,BGL Chartered Accountant and
Company Secretary has well over 29 years of experience of Corporate
Mergers & Acquisitions, Strategic Management Solutions, Healthcare
Business Analytics, Hospital and Pharmacy Chains both in India and
Abroad, extensive corporate experience includes inter alia financial
closures for large corporates, strategic funding and business
development. Associated with Goldman Sachs and IFC Washington served on
the Board of leading corporates. As a Director adds value to the vision
on credit society solution by supplementing funding strategies and as
Company Secretary to Corporate Governance. He is not holding any shares
in the Company.
3. Mr N Viswanathan was appointed as a Non-Executive Independent
Director of the Company. He is a practicing Chartered Accountant and
has over two decades of professional experience in areas of external
/internal audits, taxation and company law and is an additional
Non-Executive Independent Board Member of the Company. He is not
holding any shares in the Company.
4. Mr Jaffer Sadiq Ameer was appointed as a Non-Executive Independent
Director of the Company. He is a M. Com graduate and has over 12 years
of experience in the areas of relationship management and business
development. He is also successful recruiter and trainer for sales and
marketing personnel for IT industries and is an additional
Non-Executive Independent Board Member of the Company. He is not
holding any shares in the Company.
5. Mr. Pramod Manoharlal Jain was appointed as a Non-Executive
Director of the Company w.e.f May 13, 2014. He is an entrepreneur in
Capital Markets has more than two decades of experience in business
development and capital markets especially secondary market &
commodities. He joined the Board of Directors on May 13, 2014 as an
additional director. He is 000.not holding any shares in the Company.
6. The Board has reappointed Mr. A. S. Giridhar as Manager in terms of
Section 269 read with Schedule XIII to the Companies Act, 1956 with
effect from April 1, 2014 to March 31, 2015. He has over two and half
decades of experience in Marketing & Sales. Has gained vast experience
in Advertising and handled top groups and has been responsible for
major campaigns. He is excellent in Client Relations Management and
excels in inter personal skills. He is a Media Consultant and has been
organizing Events. He has produced documentaries for television
channels and individual clients. He is not holding any shares in the
Company.
7. The Board has appointed Mr. Ajay K Mehta, as Company Secretary and
Compliance Officer of the Company w.e.f May 13, 2014. He is a Fellow
Member of the Institute of Company Secretaries of India (ICSI) and
qualified Chartered Accountant has tremendous hands-on experience in
Mergers & Acquisitions, Corporate Governance and Compliances. He is not
holding any shares in the Company.
RETIREMENT, REAPPOINTMENT AND RESIGNATION OF DIRECTORS
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company, Pramod Manoharlal Jain
was appointed as an Additional Director w.e.f. May 13, 2014 and he
shall hold office up to the date of the ensuing Annual General Meeting.
The Company has received requisite notice in writing from a member
proposing Pramod Manoharlal Jain for appointment as a Director.
Mr. K Chandrasekaran has resigned as Director of the Company w.e.f May
13, 2014. The Board places on record its deep sense of appreciation and
gratitude for the significant contributions made by him to the company.
The Board of Director has appointed Mr. Ajay K Mehta as Company
Secretary & Compliance Officer of the Company with effect from May 13,
2014 pursuant to the provisions of Section 203 of the Companies Act,
2013.
Mr. ANL Madhavann, Director, shall retire by rotation at the ensuing
Annual General Meeting and is eligible for re-appointment.
At present, your Company has 3 (Three) Non-Executive Directors who are
Independent Directors pursuant to the provisions of the Clause 49 of
the Listing Agreement. Pursuant to Section 149 of the Companies Act,
2013, every listed company shall have at least one-third of its total
strength of the Board of Directors as Independent Directors. Based on
the present composition of the Board of Directors and the number of
Independent Directors, the Company complies with this requirement.
During this Annual General Meeting, it is proposed to confirm the
appointment of all the present Independent Directors to bring their
appointment in tune with the provisions of the Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013, the period of
appointment of Independent Directors shall be 5 (Five) consecutive
years from the date of their appointment at Annual General Meeting and
they are not liable to retire by rotation.
The Company has received notices under Section 160 of the Companies
Act, 2013 (Section 257 of the Companies Act, 1956) proposing
appointment of 3 (Three) Non-Executive Directors who are Independent
Directors of the Company at the ensuing Annual General Meeting.
Consequent to appointment as a Director, they will occupy the position
of Directors of your Company.
The information on the particulars of Directors eligible for
appointment / re-appointment in terms of Clause 49 of the listing
agreement has been provided in annexure to the notice convening the
Annual General Meeting.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 ("Act") and based on the representations received, the
Directors hereby confirm that:
1. In the preparation of annual accounts for the year 2013-2014, the
applicable Accounting Standards have been followed and there are no
material departures;
2. They have selected such accounting policies in consultation with
statutory authorities and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the
financial year and of the profit of the company for the financial year;
3. They have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
4. They have prepared the Annual Accounts on a going concern basis.
AUDITORS
M/s. K. S. Reddy Associates, Chartered Accountants (FRN. 009013S),
Chennai, India who is the Auditor of the Company, holds office till the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment and they have expressed their
willingness to be appointed as Statutory Auditor of the Company at the
ensuing Annual General Meeting.
The Company has received letter from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section
141(3) (g) of the Companies Act, 2013 and that they are not
disqualified for re-appointment.
The Audit Committee has recommended their re-appointment as Statutory
Auditor of the Company. The necessary resolution is being placed before
the shareholders for approval. The Board has duly reviewed the
Statutory Auditor Report on the accounts. The notes forming part of the
accounts referred to in the Auditors'' Report of the Company are self
explanatory and do not call for any further explanation.
With reference to observations of Statutory Auditors in point no. xi of
annexure to the Auditor''s Report, Management comments are as given
below:-
AUDITOR OBSERVATION
Based on my audit procedures and on the information and explanations
given by the management, the company has defaulted in repayment of dues
to Axis Bank Limited, Anna Salai Branch, Chennai.
MANAGEMENT REPLIES
The bank has preferred a claim through DRT (Debt Recovery Tribunal) and
there would be an amicable settlement.
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments.
COMMITTEES OF THE BOARD
During the year under report, the Board of Directors of your Company
had re-constituted the Committees of the Board. The details of the
powers, functions, composition and meetings of the Committees of the
Board held during the year are given in the Report on Corporate
Governance forming part of this Annual Report.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the report on Management Discussion and Analysis, Corporate
Governance as well as the Auditors'' Certificate regarding compliance of
conditions of Corporate Governance forms a part of the Annual Report.
CONSERVATION OF ENERGY OR TECHNOLOGY ABSORPTION
In view of the nature of activities that are being carried on by your
Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, concerning conservation
of energy and technology absorption, respectively are not applicable to
your Company. The Company''s current operations do not require high
energy consumption and the company continues its drive in taking up
various measures to optimise energy usage, for example, a)
Consolidation of operations through reduction in the number of Delivery
centres. b) Reduced number of network devices for multiple clients'')
replacement of flat monitors in the place of CRT monitors. d) Switching
off the air conditioners on a budgeted hours basis.
Your Company being a software solution provider requires minimal energy
consumption and every endeavor has been made to ensure the optimal use
of energy, avoid wastage and conserve energy as far as possible.
PARTICULARS OF EMPLOYEES
During the year under review, there is no employee employed throughout
the financial year who was in receipt of remuneration in excess of the
limits prescribed under section 217 (2A) of the Companies Act, 1956,
read with companies (Particulars of Employees) Rules, 1975 and
amendments thereto.
PERSONNEL
* It is a well known fact that the IT industry operates in an exciting
yet complex and demanding environment. In such an industry, it is the
skill and competency of the workforce that makes the difference. Our
employees are our key strength and we value them as our key assets. It
has always been our endeavour to maximize the potential of this human
asset. As on May 30, 2014 the Info-Drive family consists of over 206
talented professionals based at various locations worldwide. We have
shared an excellent employer employee relationship based on trust,
mutual respect, aspirations and a performance based culture of
meritocracy. At InfoDrive, we consider employees as partners in our
journey towards excellence. Recruiting talented employees, managing
them, inspiring them to do well consistently is one of our main focus
areas.
* As a global organization, we feel proud of our varied workforce. An
open mindset, panache for diverse cultures and the quest for excellence
in performance is highly valued at InfoDrive. Employee contribution,
strong values and teamwork are instrumental in our success and have
helped us traverse this challenging path. We strongly believe that our
able workforce will go a long way in partnering the organization in its
journey towards achieving greater heights.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation of
the efforts and dedicated service of all employees, which contributed
to the continuous growth and consequent performance of the Company.
Your Directors wish to place on record their gratitude for the valuable
assistance and co-operation extended to the Company by the Central
Government, State Governments, Banks, Institutions, Investors and
Customers.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place: Chennai V N Seshagiri Rao ANL Madhavann
Date: 30.05.2014 Director Director Finance
& Projects
Mar 31, 2013
TO THE MEMBERS,
The Directors are pleased to present the 25th Annual Report on the
business & operations of Info-Drive Software Limited (hereafter
referred to as ''InfoDrive'') together with Audited Accounts for the
financial year ended March 31, 2013.
FINANCIAL RESuLTS
The highlights of Consolidated Financial Results of your Company and
its Subsidiaries are as follows:
Rs. Lacs
Consolidated 2013 2012
Turnover / Income from operations 8,002.71 11,540.72
Other Income 274.38 239.49
Exchange Fluctuation Gain/(Loss) 199.76 442.61
Interest and finance charges 314.07 311.01
Profit after Tax (after Minority Interest
adjustment) carried to Balance Sheet 74.83 395.12
Rs. Lacs
Stand Alone 2013 2012
Turnover / Income from operations 2,119.90 2,294.61
Other Income 265.06 265.42
Exchange Fluctuation Gain/(Loss) 192.87 439.76
Interest and finance charges 142.52 199.90
Profit after Tax carried to Balance Sheet 85.95 72.14
BuSINESS OvERvIEw:
During the financial year ended 31 March 2013, your company recorded
revenues of Rs. 257.78 million as compared to Rs. 299.98 million in the
previous financial year. The profit was Rs. 8.6 million as compared to
Rs. 7.2 million in 2012.
A detailed discussion on the performance of your company, industry
structure, threats, opportunities, risks, future outlook and strategy
is given separately in the Management Discussion and Analysis (MDA)
section, which forms a part of this annual report.
DIvIDEND
Keeping the company''s growth plans in mind, no dividend was recommended
by the Board of Directors for the year.
BRANCH
Info-Drive Software Limited (Singapore Branch) was incorporated in
November 2007 to expand its business in hardware sales & support
services business in Singapore.
SuBSIDIARIES
As on 31st March 2013, the Company had the following
subsidiaries/associates:
Name of Subsidiary/ Associate* Country of Incorporation
Info-Drive Software Inc. United States of America
Info-Drive Systems Sdn.Bhd. Malaysia
Info-Drive Software LLC United Arab Emirates
Infodrive Enterprises Pte Ltd
Singapore (formerly known as Info-Drive Software Pte. Ltd.)
Info-Drive Software Limited Canada
Infodrive Mauritius Limited Mauritius
Infodrive Technologies Co., Ltd.* Thailand*
The Ministry of Corporate Affairs, Government of India has issued a
Circular No. 2 /2011 dated 8th February 2011 granting general exemption
to Companies under Sec 212(8) from attaching the documents referred to
in Sec 212 (1) pertaining to its subsidiaries, subject to approval by
the Board of Directors of the Company and furnishing of certain
financial information in the Annual Report. The Board of Directors of
the Company have accordingly decided to dispense with the requirement
of attaching to its Annual Report the annual audited accounts of the
Company''s subsidiaries.
Accordingly, the Annual Report of the Company does not contain the
individual financial statements of these subsidiaries, but contains the
audited consolidated financial statements of the Company, its
subsidiaries and an associate. The Annual Accounts of these subsidiary
companies, along with the related information, is available for
inspection at the Company''s registered office and copies shall be
provided on request. The statement pursuant to the approval under
section 212(8) of the Companies Act, 1956, is annexed together with the
Annual Accounts of the Company. The same will also be available on our
web-site www.infodriveservices.com.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the company prepared as per
Accounting Standard AS 21 and Accounting Standard AS 23, consolidating
the company''s accounts with its subsidiaries and an associate have also
been included as part of this Annual Report.
MATERIAL NON-LISTED SuBSIDIARy COMPANy
As per Clause 49 of the Listing Agreement, your Company has no material
non-listed subsidiary company in India, whose turnover or net worth
exceeds 20% of the consolidated turnover or net worth respectively of
your Company and its subsidiaries in the immediately preceding
accounting year.
CAPITAL STRuCTuRE
During the year under review, the share capital of your Company
remained unaltered.
FIXED DEPOSIT
Your Company has not accepted any deposits from the public or its
employees during the year under review. The particulars of loans /
advances and investment in its own shares by listed Companies, their
subsidiaries, associate, etc., required to be disclosed in the annual
accounts of the Company pursuant to Clause 32 of the Listing Agreement
are furnished separately.
DIRECTORS AND MANAgER
1. Mr. V.N. Seshagiri Rao is a Non-Executive Director since 2008. He
has an experience of over 38 years in the field of Management. He is a
Chartered Accountant by qualification and has held several senior
management positions involving Finance and Business management. He is
an expert in the field of Finance, Company Law and related areas. He
has held advisory positions for many senior businessmen and in large
business houses. He has worked alongside reputed consultants and served
many Companies'' Boards. His knowledge and guidance will be an asset to
the Company in its growth and expansion plans. He is a member of Audit
Committee. He is not holding any shares in the company.
2. Mr. K. Chandrasekaran is a promoter Director of the company since
2007. He is a qualified Chartered and Cost Accountant and has over
twenty four years of experience in the Corporate Sector both in India &
abroad. He has handled large Merger & Acquisition deals of IT Companies
and also companies in other domains.. He is spear-heading the corporate
think tank, governance, vision and business strategy. He is holding
15,38,098 shares in the company as on 30th September, 2013.
3. Mr. ANL Madhavann, Chartered Accountant and Company Secretary has
well over 28 years of experience of Corporate Mergers & Acquisitions,
Strategic Management Solutions, Healthcare Business Analytics, Hospital
and Pharmacy Chains both in India and Abroad, extensive corporate
experience includes inter alia financial closures for large corporates,
strategic funding and business development. Associated with Goldman
Sachs and IFC Washington served on the Board of leading corporates. As
a Director adds value to the vision on credit society solution by
supplementing funding strategies and as Company Secretary to Corporate
Governance. He is not holding any shares in the company.
4. Mr. N Viswanathan was appointed as a Non-Executive Independent
Director of the Company on 12th March 2013. He is a practicing
Chartered Accountant and has over two decades of professional
experience in areas of external /internal audits, taxation and company
law and is an additional Non-Executive Independent Board Member of the
Company. He is not holding any shares in the company.
5. Mr Jaffer Sadiq Ameer was appointed as a Non-Executive Independent
Director of the Company on 12th March 2013. He is a M. Com graduate and
has over 11 years of experience in the areas of relationship management
and business development. He is also successful recruiter and trainer
for sales and marketing personnel for IT industries and is an
additional Non-Executive Independent Board Member of the Company. He is
not holding any shares in the company.
6. The Board has reappointed Mr. A. S. Giridhar as Manager in terms of
Section 269 read with Schedule XIII to the Companies Act, 1956 with
effect from 1st April 2013 to 31st March 2014. He has over two and half
decades of experience in Marketing & Sales. Has gained vast experience
in Advertising and handled top groups and has been responsible for
major campaigns. He is excellent in Client Relations Management and
excels in inter personal skills. He is a Media Consultant and has been
organizing events. He has produced documentaries for television
channels and individual clients. He is not holding any shares in the
company.
RETIREMENT, REAPPOINTMENT AND RESIgNATION OF DIRECTORS
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mr. K Chandrasekaran, Director
of the Company retiring by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for reappointment. Your
Directors recommend re-appointment of Mr. K Chandrasekaran as Director
on the Board of the company.
During the year under report, Mr. V. Gopal Rao, Mr. N.T. Shivkumar, Mr.
A. T. Krishnakumar and Mr. S. Sriraman resigned as Directors of the
Company. The Board places on record its deep sense of appreciation and
gratitude for the significant contributions made by them to the
company.
During the year under report, Mr. Singanallur Narayanan has resigned
from the Board on 12th March 2013 and consequent to his resignation Mr.
Mohan Ranganathan vacated as Alternate Director to him with effect from
12th March 2013. The Board places on record its deep sense of
appreciation and gratitude for the significant contributions made by
them to the company.
Mr. ANL Madhavann was inducted as an Additional Director by the Board
of Directors on 14th February 2013. A resolution confirming his
appointment as a director liable to retire by rotation is proposed at
the Annual General Meeting. The Company has received notices from
member under Section 257 of the Companies Act, 1956, proposing his
candidature for the office of Director of the company.
Mr. N Viswanathan and Jaffer Sadiq Ameer were inducted as Additional
Directors by the Board of Directors on 12th March 2013. The resolutions
confirming their appointment as Directors liable to retire by rotation
are proposed at the Annual General Meeting. The Company has received
notice from members under Section 257 of the Companies Act, 1956,
proposing their candidature for the office of Directors of the Company.
During the year under report, Mr. Navamani V Dhanasingh was appointed
as an Additional Director and CEO on 5th December 2012 and subsequently
he had stepped down from this position on personal grounds.
The information on the particulars of Directors eligible for
appointment / re-appointment in terms of Clause 49 of the listing
agreement has been provided in annexure to the notice convening the
Annual General Meeting.
None of the company''s directors are disqualified from being appointed
as a director as specified in Section 274 of the Companies Act, 1956 as
amended by the Companies (Amendment) Act, 2000.
DIRECTORS'' RESPONSIBILITy STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 ("Act") and based on the representations received, the
Directors hereby confirm that:
1. In the preparation of annual accounts for the year 2012-2013, the
applicable Accounting Standards have been followed and there are no
material departures;
2. They have selected such accounting policies in consultation with
statutory authorities and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the
financial year and of the profit of the company for the financial year;
3. They have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
4. They have prepared the Annual Accounts on a going concern basis.
AuDITORS
M/s. K. S. Reddy Associates, Chartered Accountants (FRN. 009013S),
Chennai, India who is the Auditor of the Company, holds office till the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment and they have expressed their
willingness to be appointed as Statutory Auditor of the Company at the
ensuing Annual General Meeting.
The Company has received a Certificate from the Auditors that they are
qualified under Section 224(1B) of the Companies Act, 1956 to act as
the Auditors of the Company along with the confirmation that they have
a valid certificate issued by the "Peer Review Board" of the Institute
of Chartered Accountants of India (ICAI).
The Audit Committee has recommended their re-appointment as Statutory
Auditor of the Company. The necessary resolution is being placed before
the shareholders for approval. The Board has duly reviewed the
Statutory Audit Report on the accounts. The notes forming part of the
accounts referred to in the Auditors'' Report of the company are self
explanatory and do not call for any further explanation.
COMMITTEES OF THE BOARD
During the year under report, the Board of Directors of your Company
had re-constituted the Committees of the Board. The details of the
powers, functions, composition and meetings of the Committees of the
Board held during the year are given in the Report on Corporate
Governance forming part of this Annual Report.
CORPORATE gOvERNANCE REPORT AND MANAgEMENT DISCuSSION AND ANALySIS
STATEMENT
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the report on Management Discussion and Analysis, Corporate
Governance as well as the Auditors'' Certificate regarding compliance of
conditions of Corporate Governance forms a part of the Annual Report.
CONSERvATION OF ENERgy OR TECHNOLOgy ABSORPTION
In view of the nature of activities that are being carried on by your
Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, concerning conservation
of energy and technology absorption, respectively are not applicable to
your Company. The Company''s current operations do not require high
energy consumption and the company continues its drive in taking up
various measures to optimise energy usage, for example, a)
Consolidation of operations through reduction in the number of Delivery
centres. b) Reduced number of network devices for multiple clients''. c)
replacement of fat monitors in the place of CRT monitors. d) Switching
off the air conditioners on a budgeted hours basis.
PARTICuLARS OF EMPLOyEES
During the year under review, there is no employee employed throughout
the financial year who was in receipt of remuneration in excess of the
limits prescribed under section 217 (2A) of the Companies Act, 1956,
read with Companies (Particulars of Employee) Rules, 1975 and
amendments thereto.
PERSONNEL
- It is a well known fact that the IT industry operates in an exciting
yet complex and demanding environment. In such an industry, it is the
skill and competency of the workforce that makes the difference. Our
employees are our key strength and we value them as our key assets. It
has always been our endeavour to maximize the potential of this human
asset. As on 30th September 2013 the InfoDrive family consists of over
138 talented professionals based at various locations worldwide. We
have shared an excellent employer employee relationship based on trust,
mutual respect, aspirations and a performance based culture of
meritocracy. At InfoDrive, we consider employees as partners in our
journey towards excellence. Recruiting talented employees, managing
them, inspiring them to do well consistently is one of our main focus
areas.
- Asa global organization, we feel proud of our varied workforce. An
open mindset, panache for diverse cultures and the quest for excellence
in performance is highly valued at InfoDrive. Employee contribution,
strong values and teamwork are instrumental in our success and have
helped us traverse this challenging path. We strongly believe that our
able workforce will go a long way in partnering the organization in its
journey towards achieving greater heights.
ACkNOwLEDgEMENT
The Directors are thankful to the Members and Investors for their
confidence and continued support. The Directors are grateful to the
Central and State Governments, Stock Exchanges, Securities & Exchange
Board of India, Reserve Bank of India and other government authorities,
banks and customers for their continued support.
The Directors would also like to express their sincere thanks and
appreciation to all the employees for their support creditable teamwork
with utmost dedication.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place: Chennai K. Chandrasekaran ANL Madhavann
Date: 13.11.2013 Director Director & Company Secretary
Mar 31, 2012
The Directors are pleased to present the 24th Annual Report on the
business & operations of Info-Drive Software Limited (hereafter
referred to as 'InfoDrive') together with Audited Accounts for the
financial year ended March 31, 2012.
FINANCIAL RESULTS
The highlights of Consolidated Financial Results of your Company and
its Subsidiaries are as follows:
Rs. Lacs
2012 2011
Turnover/Income from operations 11,540.72 12,819.54
Other Income 239.49 128.81
Exchange Fluctuation Gain/(Loss) 442.61 (107.06)
Interest and finance charges 311.01 454.73
Profit after Tax (after Minority
Interest adjustment)
carried to Balance Sheet 395.12 578.81
The highlights of Financial Results of your Company as a Standalone
entity are as follows:
Rs. Lacs
Stand Alone 2012 2011
Turnover/Income from operations 2,294.61 2,062.93
Other Income 265.42 71.29
Exchange Fluctuation Gain/(Loss) 439.76 (100.26)
Interest and finance charges 199.90 113.03
Profit after Tax carried to
Balance Sheet 72.14 195.86
BUSINESS OVERVIEW
In the face of the volatility and uncertainty in the global
macro-economic environment during these past 12-18 months, global
outsourcing industry had to reinvent and recalibrate several business
assumptions around growth targets, profitability and currency exchange
variables, target industry verticals, service offerings and pricing
models in order to preserve the current book of business and establish
the 'new normal' for managing client and investor expectations.
Despite a plethora of moving variables and challenges afflicting
providers of all scale and track-record, your company has acquitted
itself remarkably well to realign the services portfolio in a seamless
and phased manner in order to establish a sustainable, profitable and
predictable stream of revenue and operational profits.
In the prior years, your company was predominantly focusing on
traditional offerings around IT Services led by Hardware Sales &
Maintenance and Systems Integration. The IT Hardware/Systems
Integration industry has traditionally been characterized by strong
correlation between business uptick through technology adoption and
growing economic indicators across the corporate ecosystem. This
business segment was most affected on the profitability front as
contracting deal flow and downbeat volumes resulted in significant
margin erosion across the landscape. Consequently, our business
strategy was redefined with emphasis towards 'pure play services' as we
took definitive steps to transition out of the hardware-driven business
model into a solutions-driven product & services revenue model, thereby
negatively impacting our top line but significantly improving the
quality of revenues and profitability thereof. Our business strategy
has been crafted now to realign our service offerings more closely to
the emerging 'white space' opportunities in the market segments we have
been operating, thereby resulting in the creation and development of
niche practice lines in Enterprise Risk Analytics, Telecom CoE and
Media CoE, to name a few. These initiatives have catalyzed significant
momentum in terms of capabilities build-out, new client acquisitions,
talent retention, IP asset creation, geographical footprint expansion,
business model innovation and most importantly, customer delight and
annuity revenue buildup that your company is very proud of.
During the year, our consolidated gross profit is Rs. 450.08 Lacs
(3.68%) as against Rs. 700.24 Lacs (5.45%) in the previous year. The
general and administrative expenses were 6.48% and 5.93% of our
revenues during the current year and previous year. We along with our
subsidiaries have added 14 new clients this year. Your Company
continues to primarily engage in the business of providing IT Services
to its customers in the Middle East, Singapore, and India and has
recently expanded into African and Far East market.
DIVIDEND
The company has rewarded its shareholders in the past by paying
dividends. However this year we intend to retain any future earnings to
fund ongoing operations and finance the growth and development of our
business. Any future decision to declare or pay dividends will be
dependent upon our financial conditions, results of operations, capital
requirements, acquisitions and such other factors as the Board of
Directors deems relevant.
The Directors have recommended that no dividend be paid for the year
under review.
GEOGRAPHICAL REACH
Your Company has established a strong client footprint across all the
major emerging market segments in Far East, Middle East, North Africa
and USA, with offices in six countries. All major support functions for
Sales/Marketing & Service Delivery are consolidated through the hub
offices in each geography and an optimal offshore-onsite mix enables
client centricity alongside cost optimization on the SG&A front, given
the high sensitivity to the prevailing economic environment.
BRANCH
Info-Drive Software Limited (Singapore Branch) was incorporated in
November 2007, to expand its business in Hardware Sales & support
services business in Singapore.
SUBSIDIARIES
The Company has 6 direct subsidiaries as mentioned below:
Subsidiary Country of Incorporation
Info-Drive Software Inc. United States of America
Info-Drive Systems Sdn.Bhd. Malaysia
Info-Drive Software LLC United Arab Emirates
Info-Drive Software Pte.
Ltd. Singapore
Info-Drive Software Limited Canada
InfoDrive Mauritius Limited Mauritius
PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956
The Ministry of Corporate Affairs (MCA) vide its circular No.
5/12/2007-CL-Ill dated February 8, 2011 had granted general exemption
under Section 212(8) of the Companies Act, 1956 to companies from
attaching the accounts of their subsidiaries in their annual reports
subject to fulfillment of certain conditions prescribed. The Board of
Directors of the Company at its meeting held on August 14, 2012 noted
the provisions of the circular of the MCA and passed the necessary
resolution granting the requisite approvals for not attaching the
Balance Sheet, Profit & Loss Account, Report of the Board of Directors
and Report of the Auditors of each of the Subsidiary Companies to the
accounts of the Company. A statement of summarized financials of all
subsidiaries of your Company, pursuant to Section 212(8) of the
Companies Act, 1956 forms part of this report. Any further information
in respect of the annual report and the financial statements of the
subsidiary companies of your Company will be made available to the
members on request and will also be available for inspection for any
member at its Registered Office. In accordance with the Accounting
Standard, AS-21 issued by the Institute of Chartered Accountants of
India, the Consolidated Financial Statements presented by your Company
includes the financial information of all its subsidiaries.
Material Non-Listed Subsidiary Company
As per Clause 49 of the Listing Agreement, your Company has no material
non-listed subsidiary company in India, whose turnover or net worth
exceeds 20% of the consolidated turnover or net worth respectively of
your Company and its subsidiaries in the immediately preceding
accounting year
FIXED DEPOSIT
Your Company has not accepted any deposits from the public or its
employees during the year under review. The particulars of loans/
advances and investment in its own shares by listed Companies, their
subsidiaries, associate, etc., required to be disclosed in the annual
accounts of the Company pursuant to Clause 32 of the Listing Agreement
are furnished separately.
DIRECTORS AND MANAGER
1. Mr. V. N. Seshagiri Rao was reappointed as a Non-Executive Promoter
Director at the Annual General Meeting held on September 23, 2008. Mr.
V. N. Seshagiri Rao has an experience of over 37 years in the field of
Management. He is a Chartered Accountant by qualification and has held
several senior management positions involving Finance and Business
management. He is an expert in the field of Finance, Company Law and
related areas. He has held advisory positions for many senior
businessmen and in large business houses. He has worked alongside
reputed consultants and served many Companies' Boards. His knowledge
and guidance will be an asset to the Company in its growth and
expansion plans. He is a member of Audit Committee. He is not holding
any shares in the Company. (He is not a promoter director as he does
not hold any shares and has declared so).
2. Mr. A. T. Krishnakumar has been reappointed as a Director at the
Annual General Meeting held on September 23, 2007. He is an MBA
Professional, highly experienced in the field of Consultancy, Corporate
Finance and Planning. He is not holding any shares in the Company.
3. Mr. Singanallur Narayanan has been reappointed as a Director at the
Annual General Meeting held on September 23, 2009. He is a Bachelor of
Technology from IIT, Chennai, India, M.B.A from Columbia University
School of Business and M.S. in Computer Science from University of
Texas. He is a partner of M/s. Kuberon Capital LLC, New York, a hedge
fund with macro long / short equity strategy. He has around 19 years of
experience in Equity Research and Derivative Strategies. He is not
holding any shares in the Company.
4. Mr. K. Chandrasekaran is a promoter Director of the company (PAC)
who had been appointed as Managing Director & Chief Executive Officer
w.e.f. September 28, 2007 for a period of 3 years and further he has
also been re-appointed as Managing Director & CEO of the Company for a
further period of 5 years i.e. from September 28, 2010 to September 27,
2015, subsequently he had demited his office as a Managing Director of
the Company on July 21, 2011 and continues as Director & Chief
Executive Officer of the Company. He is a qualified Chartered and Cost
Accountant and has over twenty three years of experience in the
Corporate Sector both in India & abroad. He has handled large Merger &
Acquisition deals of IT Companies and also companies in other domains..
He is spear-heading the Corporate think tank, governance, vision and
business strategy. He is holding 15,38,098 shares in the Company as on
June 30, 2012.
5. Mr. N. T. Shivkumar is a promoter Director of the Company (PAC), He
is an alumnus of BITS Pilani (India) & Harvard Business School and has
over two decades of experience in the IT/IT Outsourcing & BPO sector.
He had an outstanding tenure as the head of global sales & marketing at
Oakhill Capital's portfolio firm EXL Service after his 16 year
association with HCL group where he had the distinction of successfully
leading several pioneering initiatives to fuel the organic and
inorganic growth of HCL America. He is holding 6,00,000 shares in the
Company as on June 30, 2012.
6. Mr. S. Sriraman was appointed as a Director at the Annual General
Meeting held on September 23, 2008. He is a qualified Banker with CAIIB
from Indian Institute of Bankers. He is an MBA from Madurai Kamaraj
University, with specialization in Finance and Marketing. In addition,
he holds a Masters qualification in Economics from University of Madras
and a Doctorate of Business Administration from University of South
Australia, Adelaide, Australia. He has around 28 years of experience in
Banking, Fund Management and in Corporate Sector. His stints include
organizations like Canara Bank, Canbank Mutual Fund, Wipro Finance Ltd,
IL&FS Venture Corporation Limited and Silk Route Indchem Limited. He
has an impressive track record of mentoring start ups as part of
venture capital initiatives till they are listed. At present he is
involved in the operations of a fund management company in Chennai,
with focus on venture capital, private equity, mergers and
acquisitions. He is not holding any shares in the Company
7. Mr. V. Gopal Rao, Company Secretary since December 2006 was
appointed as a 'Director' at the Annual General Meeting held on
September 30, 2010. He is a fellow member of The Institute of Company
Secretaries of India and a Law Graduate from Madras University. He has
rich and varied experience of 47 years in the Blue Chip Corporate World
of Indian business and has served on the board of Essar Group and Tamil
Nadu Mercantile Bank. He was also associated with Kothari Group for a
brief period. He has tremendous hands-on experience in Merger &
Acquisition and Corporate Governance Compliance and is a reputed
authority in this field. He is not holding any shares in the Company.
8. The Board has appointed Mr. Mohan Ranganathan as an alternate to
Mr. Singanallur Narayanan with effect from February 13, 2007. He is
being reappointed from time to time as required by the Companies Act
1956. He is a Chartered Accountant by profession. With 26 years of
experience in the field of management, his immense ability to
understand the business environment quickly coupled with financial &
accounting background is his core competence. He has vast experience of
handling Audits, Company Law Matters, Corporate and Financial
Restructuring, Valuations, Statutory Audit and Tax Audit of Corporate
leaders especially in IT industry. He is not holding any shares in the
Company
9. The Board has appointed Mr. A. S. Giridhar as Manager in terms of
Section 269 read with Schedule XIII to the Companies Act, 1956 with
effect from April 01, 2012. He has over two and half decades of
experience in Marketing & Sales. Has gained vast experience in
Advertising and handled top groups and has been responsible for major
campaigns. He is excellent in Client Relations Management and excels in
inter personal skills. He is a Media Consultant and has been organizing
Events. He has produced documentaries for television channels and
individual clients. He is not holding any shares in the Company.
RETIREMENT, REAPPOINTMENT AND RESIGNATION OF DIRECTORS
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mr. Singanallur Narayanan, and
Mr. V. Gopal Rao, Directors of the Company retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves
for reappointment. Your Directors recommend re-appointment of Mr.
Singanallur Narayanan, and Mr. V. Gopal Rao as Directors on the Board
of the Company
Mr. K. Shivakumar resigned as Joint Managing Director and Director of
the Company with effect from April 01, 2012 and April 10, 2012
respectively. Your Directors wish to place on record their sincere
appreciation of the valuable contribution made by him to Info- Drive
Software Limited.
The information on the particulars of Director eligible for
appointment/re-appointment in terms of Clause 49 of the listing
agreement has been provided in annexure to the notice convening the
annual general meeting.
None of the Company's directors are disqualified from being appointed
as a director as specified in Section 274 of the Companies Act, 1956 as
amended by the Companies (Amendment) Act, 2000.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 ("Act") and based on the representations received from the
operating management, the Directors hereby confirm that:
1. In the preparation of annual accounts for the year 2011-2012, the
applicable Accounting Standards have been followed and there are no
material departures;
2. They have selected such accounting policies in consultation with
statutory authorities and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the financial year;
3. They have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
4. They have prepared the Annual Accounts on a going concern basis.
AUDITORS
M/s. K. S. Reddy Associates, Chartered Accountant (FRN. 009013S),
Chennai, India who is the Auditor of the Company, hold Office till the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment and they have expressed their
willingness to be appointed as Statutory Auditor of the Company, at the
said Annual General Meeting.
The Company has received a Certificate from the Auditors that they are
qualified under Section 224(1B) of the Companies Act, 1956, to act as
the Auditors of the Company, along with the confirmation that they have
a valid certificate issued by the "Peer Review Board" of the Institute
of Chartered Accountant of India (ICAI).
The Audit Committee has recommended their re-appointment as Statutory
Auditors of the Company. The necessary resolution is being placed
before the shareholders for approval.
The Board has duly reviewed the Statutory Auditors Report on the
Accounts. The notes forming part of the Financial Statements referred
to in the Auditors' Report of the Company are self explanatory and do
not call for any further explanation.
AUDIT COMMITTEE
The Company has constituted an Audit Committee as required under the
provisions of Section 292A of the Companies Act, 1956. Members of
Audit Committee:
Name Category
Mr. K. Chandrasekaran Director & CEO and PAC
Mr. V. N. Seshagiri Rao Non-Executive Director
Mr. A. T. Krishnakumar Non-Executive Independent Director
Mr. Singanallur Narayanan Non-Executive Independent Director
Mr. Mohan Ranganathan Non-Executive Independent Director
(Alternate Director to
Mr. Singanallur Narayanan)
Mr. S. Sriraman Non-Executive Independent Director
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the report on Management Discussion and Analysis, Corporate
Governance as well as the Auditors' Certificate regarding compliance of
conditions of Corporate Governance forms a part of the Annual Report.
CONSERVATION OF ENERGY OR TECHNOLOGY ABSORPTION
In view of the nature of activities that are being carried on by your
Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, concerning conservation
of energy and technology absorption, respectively are not applicable to
your Company. The Company's current operations do not require high
energy consumption and the company continues its drive in taking up
various measures to optimise energy usage, for example,
a) Consolidation of operations through reduction in the number of Delivery
centres.
b) reduced number of network devices for multiple clients',
c) replacement of flat monitors in the place of CRT monitors.
d) Switching off the air conditioners on a budgeted hours basis.
Your Company being a software solution provider requires minimal energy
consumption and every endeavor has been made to ensure the optimal use
of energy, avoid wastage and conserve energy as far as possible.
PARTICULARS OF EMPLOYEES
During the year under review, there is no employee employed throughout
the financial year who was in receipt of remuneration in excess of the
limits prescribed under section 217 (2A) of the Companies Act, 1956,
read with companies (Particulars of Employee) Rules, 1975 and
amendments thereto.
SIGNIFICANT MATERIAL DEVELOPMENT IN HUMAN RESOURCE MANAGEMENT
Your Company believes that "Human Capital" is it's asset. The human
resource department and the various business and operational units work
closely to ensure effective and timely recruitment to support growing
business of the Company.
- Your Company's headcount was 206 as on June 30, 2012.
- Your Company encourages functional and geographical movements to
promote employee development and growth thereby helping the Company in
it's pursuit of employee recognition and retention.
- The Company believes that a motivated, qualified and skilled employee
base is the key to our competitive advantage. The Company through it's
participative work environment, skill development activities and values
of commitment, integrity, passion, seamlessness and speed ensures a
healthy relationship with its employees at all levels. Our consistent
growth firmly establishes our remarkable team, their potential and
capabilities to deliver.
- Our personnel policies are aimed towards recruiting talented
employees, facilitating their integration into our organization and
encouraging the development of their skills and expertise. We believe
that the skills and diversity of our employees gives us the flexibility
to adapt to the challenging needs of our diverse businesses.
- Employee Connect & Relations: Staying connected with employees was
utmost requirement during the year as the panic scenarios loomed around
due to global crisis. Based on the employee satisfaction index levels,
attrition level and business performance; we are quite proud to express
our success in staying connected. This has been accomplished by means
of thorough and seamless communication amongst senior business
management team, ear marking primary spokes person, time-time
communications and quarterly business reports on market scenario,
business growth opportunities, initiatives to optimize utilization,
enablers to convert opportunities, collaborative team work and
involvement of employees in each aspect.
- Further, in a knowledge based industry, your Company understands that
employees are the main assets of a Company and it is necessary that
they feel challenged to use their intellectual skills to the best of
their abilities and add value to themselves even as they add value to
the Company.
- It has restructured internally its organization levels with a view to
maintain individual and organizational productivity at the optimum with
minimum possible workforce.
ACKNOWLEDGEMENT
The Board of Directors wishes to thank the employees of Info-Drive for
their exemplary dedication and the excellence they have displayed in
conducting the operations of Info-Drive. The Board also wishes to place
on record it's sincere appreciation of the faith reposed in the
professional integrity of Info-Drive by customers and investors who
have patronized it's services. The Board acknowledges the splendid
support provided by bankers, market intermediaries. The Board of
Directors also wishes to place on record it's gratitude for the faith
reposed in Info-Drive by the Securities and Exchange Board of India,
the Reserve Bank of India, Ministry of Corporate Affairs, The Stock
Exchanges and the Governments.
Sd/- Sd/-
Chennai K. Chandrasekaran V. Gopal Rao
14.08.12 Director & CEO Director & Company Secretary
Mar 31, 2011
To the Members,
The Directors are pleased to present the 23rd Annual Report on the
business & operations of Info-Drive Software Limited (hereafter
referred to as ÃInfo-DriveÃ) together with Audited Accounts for the
financial year ended March 31, 2011.
FINANCIAL RESULTS
The highlights of Consolidated Financial Results of your Company and
its Subsidiaries are as follows:
Rs. Lacs
Consolidated 2010-2011 2009-2010
Turnover/Income from operations 12819.54 21336.79
Other Income 128.81 54.46
Interest and finance charges 454.73 361.43
Profit after Tax (after Minority
Interest adjustment) 578.81 914.11
Proposed Dividend (including
Dividend Tax) - 171.05
Balance Profit carried to Balance
Sheet 578.81 743.06
The highlights of Financial Results of your Company as a Standalone
entity are as follows:
Rs. Lacs
Stand Alone 2010-2011 2009-2010
Turnover/Income from operations 2062.92 1638.45
Other Income 71.29 20.31
Interest and finance charges 113.03 55.14
Profit after Tax 195.86 661.64
Proposed Dividend (including
Dividend Tax) - 171.05
Balance Profit/(Loss) brought forward
from the previous year 374.85 (115.74)
Balance Profit carried to Balance
Sheet 570.71 374.85
BUSINESS OVERVIEW
At the outset while there is a decline in revenues, we would like to
present the business model transformation initiated by your company for
the year under review.
Your company was predominantly focusing on traditional area of business
like IT Services, Hardware Sales & Maintenance and Systems Integration.
The IT Hardware industry is characterized by sales that tend to rise
and fall with economic cycles. In line with our stated strategy to
shift emphasis towards the services, we took defnitive steps to
transition out of the hardware-driven sales platform into a
solutions-driven product & services revenue model, thereby reducing our
top line but significantly improving the quality of revenues and
profitability thereof. The overarching theme of our growth strategy has
been built around specialized high margin services and hence we
executed a strategic shift from a hardware-only revenue stream to
hardware-enabled services offerings to drive our business in those
select segments.
The highly commoditized, low margin hardware oriented business in a
static economic landscape across 2009 & 2010 tended to drag our
services mix thus impacting our ability to achieve our overall
profitability goals. This combined with the long gestation period and
excessive cash burn associated with some of the IP development
initiatives necessitated a course correction on re-aligning our
portfolio of offerings which resulted in the divestment of our 51%
stake in Precision Group. Post this divestment, though our top line
declined we have been able to put together a strategic framework to
scale the revenues back through an integrated solutions approach
powered by high-end enterprise sales model.
The enterprise sales model entails turnkey implementation services
around storage, networking, security and applications support à all
resulting in the respective product sales, thus validating a
Ãsolutionsà led positioning of the company rather than a provider of
hardware and networking equipments of HP/Cisco as was the case before
divestment.
The decision to divest our stake in Precision Group and invest into
organic business lines refects our strategic roadmap drawn to achieve
the Ãservices-onlyà DNA of Info-Drive for the future.
DIVIDEND
The company has rewarded its shareholders last three years
consecutively by paying dividend. However this year we intend to retain
any future earnings to fund ongoing operations and finance the growth
and development of our business. Any future decision to declare or pay
dividends will be dependent upon our financial condition, results of
operations, capital requirements, acquisitions and such other factors
as the Board of Directors deems relevant.
The directors have recommended that no dividend be paid for the year
under review.
GEOGRAPHICAL REACH
Your Company has customer base across the globe. The Company has
physical presence through its offices in 6 countries. In-line with the
current economic scenario, your Company has consolidated its operations
to support its global marketing, sales and delivery operations to
improve operational effciency. Info-Drive has consolidated its
operations across its geography and every subsidiary enables us to
better support the efforts of marketing team and to provide onsite
delivery support.
BRANCH
Info-Drive Software Limited (Singapore Branch) was incorporated in
November 2007, to expand business in Hardware Sales & support services
business in Singapore. Currently we are intending on building our IT
Consulting Services offerings which will enhance our gross margin
profile with no inventory risk and a means to diversify our revenue
stream.
SUBSIDIARIES
The Company has 6 subsidiaries as mentioned below:
Subsidiary Country of Incorporation
Info-Drive Software Inc United States of America
Info-Drive Systems Sdn Bhd Malaysia
Info-Drive Software LLC United Arab Emirates
Info-Drive Software Pte Singapore
Limited
Info-Drive Software Limited Canada
InfoDrive Mauritius Limited Mauritius
PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956
ACCOUNTS OF THE SUBSIDIARIES
As per Section 212 of the Companies Act, 1956, your Company is required
to attach the Directorsà Report, Balance Sheet and Profit and Loss
Account of the subsidiaries to its Balance Sheet. Your Directors
believe that the audited consolidated accounts present a full and fair
picture of the state of affairs and financial conditions of the Company
and its subsidiaries, as is done globally.
Your Company has obtained vide letter No. 47/47/2011-CL-III dated
January 27, 2011 an exemption under Section 212 of the Companies Act,
1956 to the Central Government, Ministry of Company Affairs (MCA) from
attaching the Balance Sheet, Profit & Loss Account, Directorsà Report
and the AuditorÃs Report of its subsidiaries to the Annual Report. This
Annual Report does not contain the financial statements of the
subsidiaries, instead contains the Consolidated Audited Financials of
your Company and its subsidiaries.
As per circular No. 5/12/2007-CL-III dated February 8, 2011 issued by
Government of India, a general exemption under Section 212 (8) of the
Companies Act, 1956 has been granted. As per this Circular, a company
need not make an application to the Centra Government for seeking
exemption from the requirement of attaching the Directorsà Report,
Balance Sheet and Profit and Loss Account of the subsidiaries to its
Balance Sheet, provided the conditions mentioned as follows in the
Circular are fulfilled.
- The Board of Directors of the Company has by resolution given consent
for not attaching the balance sheet of the subsidiary concerned;
- The company shall present in the annual report, the consolidated
financial statements of holding company and all subsidiaries duly
audited by its statutory auditors;
- The consolidated financial statement shall be prepared in strict
compliance with applicable Accounting Standards and, where applicable,
Listing Agreement as prescribed by the Security and Exchange Board of
India;
- The company shall disclose in the consolidated balance sheet the
following information in aggregate for each subsidiary including
subsidiaries of subsidiaries: (a) capital (b) reserves (c) total assets
(d) total liabilities (e) details of investment (except in case of
investment in the subsidiaries) (f) turnover (g) profit before taxation
(h) provision for taxation (i) profit after taxation (j) proposed
dividend;
- The holding company shall undertake in its annual report that annual
accounts of the subsidiary companies and the related detailed
information shall be made available to shareholders of the holding and
subsidiary companies seeking such information at any point of time. The
annual accounts of the subsidiary companies shall also be kept for
inspection by any shareholders in the head office of the holding
company and of the subsidiary companies concerned and a note to the
above effect will be included in the annual report of the holding
company. The holding company shall furnish a hard copy of details of
accounts of subsidiaries to any shareholder on demand;
- The holding as well as subsidiary companies in question shall
regularly file such data to the various regulatory and Government
authorities as may be required by them;
- The company shall give Indian rupee equivalent of the figures given
in foreign currency appearing in the accounts of the subsidiary
companies along with exchange rate as on closing day of the financial
year;
Your Company has fulfilled these conditions and is eligible for this
exemption. Accordingly, the Annual Report of your Company does not
contain separate financial statements of these subsidiaries, but
contains audited consolidated financial statements of the Company and
its subsidiaries.
However, a statement of the CompanyÃs interest in the subsidiaries and
a summary of the financials of the subsidiaries are given along with
the consolidated accounts. The annual accounts of the subsidiaries,
along with the related information, will be made available to the
Members seeking such information at any point of time. The annual
accounts of the subsidiaries are also available for inspection during
business hours except Saturdays and holidays at the Registered Office
of the Company and its respective subsidiaries.
Material Non-Listed Subsidiary Company
As per Clause 49 of the Listing Agreement, your Company has no material
non-listed subsidiary company, whose turnover or net worth exceeds 20%
of the consolidated turnover or net worth respectively of your Company
and its subsidiaries in the immediately preceding accounting year.
DIVESTMENT
To enable the Company achieve its strategic objective in line with the
changed market scenario, your company has divested its stake from
certain subsidiaries. Hence, during the year, the Company has sold its
entire Equity Shares held in Precision Infomatic (Madras) Private
Limited.
As a result of this divestment, Precision Infomatic (Madras) Private
Limited ceased to be a subsidiary of your Company and Precision
Techconet Private Limited, Legend Systems Private Limited, Precision
Techserve Private Limited and Precision Galaxy Private Limited have
also ceased to be the fellow subsidiaries of your Company as they were
subsidiaries of Precision Infomatic (Madras) Private Limited.
OTHER INFORMATION
The Company (under a Non-Disclosure Agreement) has initiated
discussions for acquiring a majority controlling stake in a agility
driven IT firm which provides IT services, BPM and ES and Business
Intelligence solutions. The company has strategic sales presence in US
and global delivery centres in India.
In order to focus on overseas business opportunities for the company,
Mr. K. Chandrasekaran, has relocated to overseas and consequently
demited his office as Managing Director of the Company with effect from
July 21, 2011. However he continues as Director & Chief Executive
Officer of the Company. The Board places on record its sincere
appreciation and gratitude for the services rendered by Mr. K.
Chandrasekaran during his tenure as Managing Director of the Company.
The profile of Mr. K. Chandrasekaran has been provided in the
Particulars of the Directors. He holds 15,38,098 shares in the company
as on June 30, 2011.
FIXED DEPOSIT
Your Company has not accepted any deposits from the public or its
employees during the year under review. The particulars of loans
/advances and investment in its own shares by listed Companies, their
subsidiaries, associate, etc., required to be disclosed in the annual
accounts of the Company pursuant to Clause 32 of the Listing Agreement
are furnished separately.
DIRECTORS
1. Mr. V. N. Seshagiri Rao was reappointed as a Non-Executive Promoter
Director at the Annual General Meeting held on September 23, 2008. Mr.
V. N. Seshagiri Rao has an experience of over 36 years in the field of
Management. He is a Chartered Accountant by qualification and has held
several senior management positions involving Finance and Business
management. He is an expert in the field of Finance, Company Law and
related areas. He has held advisory positions for many senior
businessmen and in large business houses. He has worked alongside
reputed consultants and served many Companiesà Boards. His knowledge
and guidance will be an asset to the Company in its growth and
expansion plans. He is a member of Audit Committee. He is holding
1,10,876 shares in the Company.
2. Mr. A. T. Krishnakumar has been reappointed as a Director at the
Annual General Meeting held on September 23, 2007. He is an MBA
Professional, highly experienced in the field of Consultancy, Corporate
Finance and Planning. He is not holding any shares in the Company.
3. Mr. Singanallur Narayanan has been reappointed as a Director at the
Annual General Meeting held on September 23, 2009. He is a Bachelor of
Technology from IIT, Chennai, India, MBA from Columbia University
School of Business and MS in Computer Science from University of Texas.
He is a partner of M/s. Kuberon Capital LLC, New York, a hedge fund
with macro long / short equity strategy. He has around 18 years of
experience in Equity Research and Derivative Strategies. He is not
holding any shares in the Company.
4. Mr. K. Chandrasekaran is a promoter Director of the company who had
been appointed as Managing Director & Chief Executive Officer w.e.f.
September 28, 2007 for a period of 3 years and further he has also been
re-appointed as Managing Director & CEO of the Company for a further
period of 5 years i.e. from September 28, 2010 to September 27, 2015,
subsequently he had demited his office as a Managing Director of the
Company on July 21, 2011 and continues as Director & Chief Executive
Officer of the Company. He is a qualified Chartered and Cost Accountant
and has over twenty three years of experience in the Corporate Sector
both in India & abroad. He has handled large Merger & Acquisition deals
of IT Companies and also companies in other domains. He is
spear-heading the Corporate think tank, governance, vision and business
strategy. He is holding 15,38,098 shares in the Company as on June 30,
2011.
5. Mr. N. T. Shivkumar is a promoter Director of the Company, He is an
alumnus of BITS Pilani (India) and has over two decades of experience
in the IT/IT Outsourcing & BPO sector. He had an outstanding tenure as
the head of global sales & marketing at Oakhill CapitalÃs portfolio
firm EXL Service after his 16 year association with HCL group where he
had the distinction of successfully leading several pioneering
initiatives to fuel the organic and inorganic growth of HCL America. He
is holding 6,00,000 shares in the Company as on June 30, 2011.
6. Mr. K. Shivakumar, is a Promoter Director of the Company. He is an
MBA (U.S.A. specialization in Information Systems). He has over 24
years of working experience. The Board at their meeting held on August
12, 2011, has reappointed him as Joint Managing Director for a further
period of one year with effect from September 28, 2011 to September 27,
2012, with a remuneration of Rs. 50, 000/- per month on a cost to
company basis. Since the appointment is under Sec 269 read with Part
III of Schedule - XIII, of the Companies Act 1956, the Resolutions
pertaining to his appointment and fixation of remuneration is being
placed before the general body of shareholders and is being recommended
to be passed at this General Meeting. The shareholders are requested to
pass the resolution in this general meeting. He is holding 3,94,090
shares in the Company as on June 30, 2011.
7. Mr. S. Sriraman was appointed as a Director at the Annual General
Meeting held on September 23, 2008. He is a qualified Banker with CAIIB
from Indian Institute of Bankers. He is an MBA from Madurai Kamaraj
University, with specialization in Finance and Marketing. In addition,
he holds a Masters qualification in Economics from University of Madras
and a Doctorate of Business Administration from University of South
Australia, Adelaide, Australia. He has around 27 years of experience in
Banking, Fund Management and in Corporate Sector. His stints include
organizations like Canara Bank, Canbank Mutual Fund, Wipro Finance Ltd,
IL&FS Venture Corporation Limited and Silk Route Indchem Limited. He
has an impressive track record of mentoring start ups as part of
venture capital initiatives till they are listed. At present he is
involved in the operations of a fund management company in Chennai,
with focus on venture capital, private equity, mergers and
acquisitions. He is not holding any shares in the Company.
8. Mr. V. Gopal Rao, Company Secretary since December 2006 was
appointed as a ÃDirectorà at the Annual General Meeting held on
September 30, 2010. He is a fellow member of The Institute of Company
Secretaries of India and a Law Graduate from Madras University. He has
rich and varied experience of 46 years in the Blue Chip Corporate World
of Indian business and has served on the board of Essar Group and Tamil
Nadu Mercantile Bank. He was also associated with Kothari Group for a
brief period. He has tremendous hands-on experience in Merger &
Acquisition and Corporate Governance Compliance and is a reputed
authority in this field.
9. The Board has appointed Mr. Mohan Ranganathan as an alternate to
Mr. Singanallur Narayanan with effect from February 13, 2007. He is
being reappointed from time to time as required by the Companies Act
1956. He is a Chartered Accountant by profession. With 25 years of
experience in the field of management, his immense ability to
understand the business environment quickly coupled with financial &
accounting background is his core competence. He has vast experience of
handling Audits, Company Law Matters, Corporate and Financial
Restructuring, Valuations, Statutory Audit and Tax Audit of Corporate
leaders especially in IT industry. He is not holding any shares in the
Company.
RETIREMENT AND REAPPOINTMENT OF DIRECTORS
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mr. A. T. Krishnakumar, Mr. S.
Sriraman and Mr. V. N. Seshagiri Rao, Directors of the Company retire
by rotation at the forthcoming Annual General Meeting and being
eligible, offer themselves for reappointment. Your Directors recommend
re-appointment of Mr. A. T. Krishnakumar, Mr. S. Sriraman and Mr. V. N.
Seshagiri Rao as Directors on the Board of the Company.
Mr. K. Shivakumar, Joint Managing Director of the company whose term of
offce expire on September 27, 2010, he has been re-appointed as Joint
Managing Director of the Company for a further a period of one year
effective from September 28, 2011 to September 27, 2012 at the meeting
of Board of Directors held on August 12, 2011. Since the appointment is
under Sec 269 read with Schedule-XIII, of the Companies Act 1956, the
resolution pertaining to his appointment and fixation of remuneration
is placed before the General body of shareholders. Your Directors
recommend re-appointment of Mr. K. Shivakumar as Joint Managing
Director on the Board of the Company.
The information on the particulars of Director eligible for
appointment/re-appointment in terms of Clause 49 of the listing
agreement has been provided in annexure to the notice convening the
annual general meeting.
None of the CompanyÃs directors are disqualified from being appointed
as a director as specified in Section 274 of the Companies Act, 1956 as
amended by the Companies (Amendment) Act, 2000.
SHARE CAPITAL
Your Directors wish to inform that during the year your Company had
issued 15,851,330 additional Equity Shares of Rs.10/- each with premium
of Rs.15/- each to Foreign Institutional Investors (FIIs) through
Qualified Institutional Placement issue (QIP) basis.
In view of the above, the issued and paid- up share capital of your
Company stands increased from Rs. 29,23,88,900/- as on 31 March, 2009
to Rs. 45,09,02,200/- as on date.
DETAILS ON QIP ISSUE
During the financial year 2010-11, the company has raised Rs. 396.28
million through Qualified Institutional Placement (QIP). This QIP Issue
has been made to meet the financing needs for acquisitions , working
capital for overseas subsidiaries and capital expenditure. Pursuant to
authorization given by the members by passing resolutions at their
Extra-Ordinary General Body Meetings held on February 01, 2010 and
August 10, 2010 respectively, the QIP committee of Directors, issued
and allotted of 15,851,330 Equity shares @ 25/- per share to Qualified
Institutional Buyers on November 11, 2010.
The net proceeds are received in November 2010 and will be used to meet
capital expenditure, additional Working capital requirement and to
finance the new business initiatives and strategic alliances.
Above additional Equity shares are listed on Bombay Stock Exchange
Limited and Madras Stock Exchange Limited.
Capital Structure:
The equity capital structure of the company Pre and post QIP are as
under:
Share Capital Authorised Capital Issued, subscribed
and Paid-up
Pre QIP 70,00,000 Equity Shares 2,92,38,890 Equity
of Rs.10/- each Shares of Rs.10/- each
Post QIP 70,00,000 Equity Shares 4,50,90,220 Equity
of Rs.10/- each Shares of Rs.10/- each
DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 ("ActÃ) and based on the representations received from the
operating management, the Directors hereby confirm that:
1. in the preparation of annual accounts for the year 2010-11, the
applicable Accounting Standards have been followed and there are no
material departures;
2. they have selected such accounting policies in consultation with
statutory authorities and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the financial year;
3. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
4. they have prepared the Annual Accounts on a going concern basis.
AUDITORS
M/s. K. S. Reddy Associates, Chartered Accountant (FRN. 009013S),
Chennai, India who is the Auditor of the Company, hold Office till the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment and they have expressed their
willingness to be appointed as Statutory Auditor of the Company, at the
said Annual General Meeting.
The Company has received a Certificate from the Auditors that they are
qualified under Section 224(1B) of the Companies Act, 1956, to act as
the Auditors of the Company, along with the confirmation that they have
a valid certificate issued by the "Peer Review Boardà of the Institute
of Chartered Accountant of India (ICAI).
The Audit Committee has recommended their re-appointment as Statutory
Auditors of the Company. The necessary resolution is being placed
before the shareholders for approval.
The Board has duly reviewed the Statutory Auditors Report on the
Accounts. The notes forming part of the accounts referred to in the
Auditorsà Report of the Company are self explanatory and do not call
for any further explanation.
AUDIT COMMITTEE
The Company has constituted an Audit Committee as required under the
provisions of Section 292A of the Companies Act, 1956. Members of
Audit Committee:
Name Category
Mr. K. Chandrasekaran Executive Director
Mr. V. N. Seshagiri Rao Non-Executive Promoter Director
Mr. A. T. Krishnakumar Non-Executive Independent Director
Mr. Singanallur Narayanan Non-Executive Independent Director
Mr. Mohan Ranganathan Non-Executive Independent Director
Alternate Director to
Mr. Singanallur
Narayanan)
Mr. S. Sriraman Non-Executive Independent Director
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the report on Management Discussion and Analysis, Corporate
Governance as well as the Auditorsà Certifcate regarding compliance of
conditions of Corporate Governance forms a part of the Annual Report.
CONSERVATION OF ENERGY OR TECHNOLOGY ABSORPTION
In view of the nature of activities that are being carried on by your
Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, concerning conservation
of energy and technology absorption, respectively are not applicable to
your Company. The CompanyÃs current operations do not require high
energy consumption and the company continues its drive in taking up
various measures to optimise energy usage, for example, a)
Consolidation of operations through reduction in the number of Delivery
centres. b) reduced number of network devices for multiple clients. c)
replacement of fat monitors in the place of CRT monitors. d) Switching
off the air conditioners on a budgeted hours basis.
Your Company being a software solution provider requires minimal energy
consumption and every endeavor has been made to ensure the optimal use
of energy, avoid wastage and conserve energy as far as possible.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Rs. in Lacs
Particulars 2011 2010
Foreign Exchange earned 635.78 735.34
Foreign Exchange used 395.11 303.64
PARTICULARS OF EMPLOYEES
During the year under review, there is no employee employed throughout
the financial year and part of the year who was in receipt of
remuneration in excess of the limits prescribed under section 217 (2A)
of the Companies Act, 1956, read with companies (Particulars of
Employee) Rules, 1975 and amendments thereto.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
BY THE MINISTRY OF CORPORATE AFFAIRS The Ministry of Corporate Affairs
("MCAÃ) has taken a "Green Initiative in the Corporate Governanceà by
allowing paperless compliances by companies and has issued circulars on
April 21, 2011 and April 29, 2011 stating that the service of officials
documents by a company to its members can be made through electronic
mode.
Considering the move taken by the MCA as a welcome step for the society
at large, conserve resources and also reduce its carbon footprint and
create sustainable alternatives wherever feasible.
The Company has henceforth proposed to send various notices/documents
like Notices of General Meetings, Audited Financial Statements,
AuditorÃs Report, Directorsà Report, Financial Results etc. in
electronic form to the e-mail IDs made available to the Company by the
depositories and/or Members.
All the official documents including Annual Report of the Company,
circulated to the Members of the Company through electronic mode, will
be made available on the CompanyÃs website i.e.
www.infodriveservices.com. We request our stakeholders to update the
email addresses with the depositary participants in case shares are
held in electronic mode to ensure that the Annual Reports and other
documents reach you at your preferred email addresses and where the
shares are held in physical form, please provide your email address to
our Registrar and Share Transfer Agent i.e. M/s. Cameo Corporate
Services Limited or [email protected], Compliance
department of Info-Drive Software Limited.
Necessary steps are being initiated for conserving power across all
delivery centers. We propose to have Desktop power management
configuration to almost 50% of the desktops used in the delivery
centers. Video conferencing (VC) usage has been proposed this year,
which in turn will reduce the travel cost and improved energy savings.
The Company proposes "Go Greenà initiatives within its office buildings
to reduce its electrical power, water and paper consumption. Towards
contributing for Green IT for a safe environment, the e-waste generated
in-house are being discarded through vendors who adopt "Safe disposal
practicesÃ, recycle and re-manufacture the used e-waste like printers,
toners and cartridges. These initiatives will be taken forward at a
sustained pace.
SIGNIFICANT MATERIAL DEVELOPMENT IN HUMAN RESOURCE MANAGEMENT
Your Company believes that "Human Capital"is its asset. The human
resource department and the various business and operational units work
closely to ensure effective and timely recruitment to support growing
business of the Company.
- Your CompanyÃs headcount was 220 as on June 30, 2011.
- Your Company encourages functional and geographical movements to
promote employee development and growth thereby helping the Company in
its pursuit of employee recognition and retention.
- The Company believes that a motivated, qualified and skilled employee
base is the key to our competitive advantage. The Company through its
participative work environment, skill development activities and values
of commitment, integrity, passion, seamlessness and speed ensures a
healthy relationship with its employees at all levels. Our consistent
growth firmly establishes our remarkable team, their potential and
capabilities to deliver.
- Our personnel policies are aimed towards recruiting talented
employees, facilitating their integration into our organization and
encouraging the development of their skills and expertise. We believe
that the skills and diversity of our employees gives us the flexibility
to adapt to the challenging needs of our diverse businesses.
- Employee Connect & Relations: Staying connected with employees was
utmost requirement during the year as the panic scenarios loomed around
due to global crisis. Based on the employee satisfaction index levels,
attrition level and business performance; we are quite proud to express
our success in staying connected. This has been accomplished by means
of thorough and seamless communication amongst senior business
management team, ear marking primary spokes person, time-time
communications and quarterly business reports on market scenario,
business growth opportunities, initiatives to optimize utilization,
enablers to convert opportunities, collaborative team work and
involvement of employees in each aspect.
- Further, in a knowledge based industry, your Company understands that
employees are the main assets of a Company and it is necessary that
they feel challenged to use their intellectual skills to the best of
their abilities and add value to themselves even as they add value to
the Company.
- It has restructured internally its organization levels with a view to
maintain individual and organizational productivity at the optimum with
minimum possible workforce.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation of the
contributions made by the employees at all levels, whose continued
commitment and dedication helped the Company in its operations in these
trying times. Your Directors would also like to take this opportunity
to express their gratitude for the co-operation and support from its
Customers, Vendors, Bankers, Financial Institutions, Registrar and
Share Transfer Agent, Technology Partners, Business Associates,
Advisors and other organizations like Bombay Stock Exchange Limited,
Madras Stock Exchange Limited, Software Technology Park of India,
Ministry of Corporate Affairs, the Reserve Bank of India, NSDL & CDSL
and other statutory bodies of the Government of India. We look forward
to their continued support in the future also.
Your Directors also take this opportunity to extend a special thanks to
each and every shareholder of Info-Drive, whose trust, confidence and
support has been the motivating force in all our endeavors.
Sd/- Sd/-
K. Chandrasekaran K. Shivakumar
Director & CEO Jt. Managing Director
Chennai
12.08.11
Mar 31, 2010
The Directors are delighted to present the 22nd Annual Report on the
business & operations of Info-Drive Software Limited (hereafter
referred to as Info-Drive) together with Audited Accounts for the
financial year ended March 31, 2010.
FINANCIAL RESULTS
Fiscal 2010 was a challenging year for the entire IT/BPO Industry.
During the tough economic environment, we focused our efforts on
sustaining the engagements with current clients whilst developing and
investing on new practice lines that were emerging as non-discretionary
budget items in our prospect pipeline. Despite the challenging
macroeconomic environment and outsourcing headwinds in all the
geographies we operated in, we continued to see a steady and profitable
growth in the financial year 2009-10.
The highlights of Consolidated Financial Results of your Company and
its Subsidiaries are as follows:
Rs. Lacs
Consolidated 2009 - 10 2008 - 09
Turnover / Income from operations 21336.79 19981.26
Other Income 54.46 185.76
Interest and finance charges 361.43 391.33
Profit after Tax
(after Minority Interest adjustment) 914.11 801.71
Proposed Dividend (including
Dividend Tax) 171.05 171.05
Balance Profit carried to Balance Sheet 743.06 630.66
The highlights of Financial Results of your Company as a Standalone
entity are as follows:
Rs. Lacs
Stand Alone 2009 - 10 2008 - 09
Turnover / Income from operations 1638.45 1364.84
Other Income 20.31 96.72
Interest and finance charges 55.14 18.58
Profit after Tax 661.64 521.97
Proposed Dividend
(including Dividend Tax) 171.05 171.05
Balance Profit / (Loss)
brought forward from the previous year (115.74) (466.66)
Balance Profit carried to Balance Sheet 374.85 (115.74)
DIVIDEND
The global economic events in the past 12-18 months witnessed the
meltdown and erosion in value of several outsourcing firms globally.
Your company displayed remarkable resilience to absorb the business
downtrend by remaining focused on cost-saving measures combined with
prudent investments to maintain a steady revenue stream with
predictable profits.
Keeping in mind your Companys future outlook and the avowed commitment
to reward the Shareholders, the Board shall maintain its policy of
returning a portion of its free cash flow to its shareholders at a
level it considers prudent in light of the current economic and
financial environment.
The Board is pleased to recommend a Dividend of 5% (Rs. 0.50 paise) per
share for FY 09-10. The dividend will be paid in line with applicable
regulations, if approved by the shareholders at the Annual General
Meeting.
The Board is confident of ensuring sustainable returns to the
Shareholders for now and many years to come.
Operating Results and Business of Consolidated Operations
Your Companys Income from operations grew by 6.78 % to Rs. 2133.68
million in 2010 from Rs.1998.13 million in 2009 thus making a further
growth in 2010. The corresponding Total expenditure including
depreciation is Rs. 2036.38 million in 2010 from Rs. 1933.83 million in
2009. Correspondingly Profit after Tax grew by 14 % from Rs. 80.17
million to Rs. 91.41 million.
The Company continued to win new engagements and grow existing
relationships in the traditional area of Hardware, Sales & Maintenance
and Systems Integration and has strengthened its presence in areas such
as IT-led Business Consulting and specialized IT Infrastructure
Management services.
The company in FY 09-10 has chalked out a new strategy and has
realigned its operating structure and enhanced technology offering. The
revised organizational operating structure paves the way for more
accountability & performance by casting a P&L responsibility on heads
of Operations. Your Company today is much more focused and is
executing at a higher efficiency than a year ago.
The Strategic acquisitions have helped us globalize faster - access to
local talent, local delivery base & data centers along with access to
local markets and in making InfoDrive as an integrated provider of
end-to-end comprehensive solutions.
Operating Result and Business of Standalone Operations
Your Companys Income from operations grew by 20 % to Rs. 163.85
million in 2010 from Rs. 136.48 million in 2009 thus making further
growth in 2010. The corresponding Total expenditure including
depreciation is Rs. 98.62 million in 2010 from Rs. 92.76 million in
2009.
Correspondingly the Profit after Tax increased by 26.77 % to Rs. 66.16
million in 2010 as compared to profit of Rs. 52.19 million in 2009.
Your Companys Standalone operations have shown substantial growth. We
seek long term engagements with clients while addressing their
Technology & Outsourcing requirements. Our customer centric approach
has resulted in high level of client satisfaction. The demand for your
Companys services continues to look robust, and the relentless focus
on niche areas within Business Process Outsourcing (BPO) and
Information and Communication Technology (ICT) services continues to
resonate with target customers.
The company now pursues differentiated services which deliver
value-adds either from a domain or technology perspective to customers
through niche services with innovate business models built on outcome
based pricing.. Info-Drive is building a portfolio of productized
solutions with IP assets to cater to specific needs of industry or
technology segments.
Your Companys chosen target segment in BPO space does not have any
exposure to the recession in USA and has not seen any slowdown in
demand from its US clients. USA continued to be the largest market for
our BPO operations. We derived 85 % of our BPO revenues from repeat
business. Your Company continues to believe that, for the nature of
services it provides, growth is predicated on superior service delivery
execution, ongoing value enhancing workflow and domain competency
rather than on vagaries of macroeconomic market forces.
Your Companys investments in uncontested market opportunities and
innovation have enabled it to conceptualize and undertake a large,
end-to-end critical project in Digi - Life segment. As part of this
practice initiative, your Company has won several high-value contracts
in Information & Communication Technology (ICT). We have rapidly
established ourselves as industry leaders in creating a truly unique
e-Living Practice that provides automation, digital life-style,
community networking & unified integration of media, telecom and
internet for homes and community.
The quality of revenue and the annuity nature of our client contracts
make our growth plans highly predictable and sustainable over a longer
time horizon, relative to our sector peers. The global economic events
and the resultant slow-down has created enormous headwind to the growth
of services industry in general and offshore outsourcing industry in
particular. Your companys investments in new growth engines like
e-living, specialized service offerings in BPO like Benefits
Administration Services and value centricity in the large Systems
Integration projects have helped us convert todays challenging market
environment into opportunities for growth.
Some of the key areas of investments have been in the fast emerging
banking segment wherein we have established practices on Enterprise
Risk Management & Analytics and Technology-led Innovation solutions for
retail banking operations.
While the external macroeconomic conditions continue to be uncertain,
we believe that our professional management team will continue to
surpass your expectations as witnessed over the last three years.
BRANCH
Info-Drive Software Limited (Singapore Operation)
Info-Drive Software Limited (Singapore Branch) was incorporated in
November 2007, to expand its business in Hardware Sales & support
services business in Singapore. The Company signed a reseller agreement
with Hewlett Packard Singapore (Sales) Pte Ltd (ÃHPÃ) for selling the
entire line of HPs Products in India. We are intending on building our
service offerings which will enhance our gross margin profile with no
inventory risk and a means to diversify our revenue stream.
SUBSIDIARIES
Your Company today is a global corporation having presence in 5
countries:
Subsidiary Country of Incorporation
Info-Drive Software Inc United States of America
Info-Drive Systems Sdn Bhd Malaysia
Info-Drive Software LLC United Arab Emirates
Precision Infomatic (Madras) Pvt Ltd India
Info-Drive Software Pte Limited Singapore
Info-Drive Software Limited Canada
Precision Techserve Private Limited India
Precision Galaxy Private Limited India
Precision Techconet Private Limited India
Legend Systems Private Limited India
Technoprism LLC United States
of America
Info-Drive Software Inc (USA)
Info-Drive Software Inc. acquired 51 percent of the equity shares of
Technoprism LLC for a
purchase consideration of USD 5.1 million in August 2008.
Technoprism LLC is an IT services firm providing product design,
development & customization solutions to large technology companies.
The solutions include web portals, customer relationship management
applications, online transaction processing systems, content management
platforms, and customer self-service solutions for various functions in
an enterprise such as human resource, sales, marketing, finance,
accounting, business strategy, supply chain, logistics and procurement.
Technoprism LLC offers IT services to large enterprise companies,
mid-sized companies and software product companies to provide
end-to-end project execution- onsite, offsite, or in a hybrid delivery
model.
The team has expertise in the areas of:
- Internet and Enabling Technologies
- Data Warehousing/ Business Intelligence
- Enterprise Resource Planning (ERP)
- Product Engineering
- Product Assurance and Testing
- Technical Support
- Web Services
- Application Maintenance
Info-Drive Systems Sdn Bhd (Malaysia)
Info-Drive Systems Sdn Bhd (InfoDrive Malaysia) provides a complete
range of business consulting and Information technology services for
clients in industries includes Conventional & Islamic banking,
financial services and telecom. It offers focused solutions in core
Infrastructure areas and leverages its proven IT infrastructure
assessment tool and methodologies to design solutions that are closely
aligned to the clients business strategy. The centre provides key
offerings in IT consulting, Infrastructure management and packaged
solutions implementation. We provide Level 1, 2, and 3 support service
for packaged applications to assist in the systems maintenance,
administration, bug/defect management/fix, and patch releases.
Info-Drive Software LLC (UAE)
Info-Drive Software LLC (Info-Drive Dubai) offers full range of
networking technologies covering communications & networking
infrastructure and systems integration projects to cater to the
requirements of market segments such as hospitality, real estate,
telecom and utilities.
During the year under review, Info-Drive Dubai has made substantial
progress in acquiring projects in Digi-life practice in ICT space for
the parent company. The scope of work includes providing community
datacenter, call-center & e-Living experience. Hardware Platform,
Software Drivers & Applications are developed in conjunction with
several OEM & technology giants. Your Company seeks to become an
integral part of the customers transformation journey by offering
superior value propositions.
Precision Infomatic (Madras) Pvt Ltd (India)
Precision Infomatic (Madras) Pvt Ltd has an impressive array of IT
products, solutions and services. It provides one-stop solution to
their customers offering end to end IT Consulting and Infrastructure
Solutions. The company has strategic business association with global
IT companies who provide Computer Products, Operating systems, Storage,
Network infrastructure, and security technologies.
Some of the key partners include Hewlett-Packard, IBM, Cisco, Nortel
and Microsoft.
Precision Infomatic (Madras) Pvt. Ltd has four operating subsidiaries
namely Precision Techserve Private Limited, Precision Galaxy Private
Limited, Legend Systems Private Limited and Precision Techconet Private
Limited.
During the year, Precision Infomatic (Madras) Pvt. Ltd. along with its
subsidiaries added a substantial clients belonging to SME (small &
medium business Enterprises) segment.
Info-Drive Software Ltd. (Canada) and Info-Drive Software Pte Ltd
(Singapore)
The company incorporated wholly-owned subsidiary in Singapore and
Canada in 2007 and 2008 respectively. The subsidiaries are yet to
commence operations.
PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956
Your Company has obtained vide letter No:47/189/2010-CL-III dated April
16, 2010 for an exemption under Section 212 of the Companies Act, 1956
from the Central Government, Ministry of Corporate Affairs (MCA) from
attaching the Balance Sheet, Profit & Loss Account, Directors Report
and the Auditors Report of its subsidiaries to the Annual Report. This
Annual Report does not contain the financial statements of the
subsidiaries, instead contains the Consolidated Audited Financials of
your Company and its subsidiaries.
Further, information relating to each subsidiary has been disclosed in
an abstract format, which is forming part of the consolidated Balance
Sheet. The detailed financial statements and audit reports of each of
the subsidiaries are available for inspection during business hours at
the registered office of the Company.
As per Clause 49 of the Listing Agreement, your Company has a material
non-listed subsidiary company, whose turnover or networth exceeds 20%
of the consolidated turnover or networth respectively of your Company
and its subsidiaries in the immediately preceding accounting year. In
compliance with Clause 49 of the Listing Agreement, one of our
Independent Directors is inducted as a Director in the Board of
Precision Infomatic (Madras) Pvt. Ltd which is a material non - listed
subsidiary company.
Other Info
The Company has acquired customer contracts from M/s. Kashi Infotech
Pvt. Ltd in the field of
Healthcare BPO services that cater to US healthcare market.
Precision Infomatic (Madras) Private Limited, a company, in which the
Company holds 51% equity, have informed the company that they have
passed a resolution to convert the debentures held by their promoters
which will result in the companys holding reducing from 51% to 24%.
The meeting in which the resolution to convert the debentures had been
passed by them is without proper notice and also is full of legal
lacunae and hence the whole action is legally unsustainable. The
Company has issued a rebuttal to their action and intends taking
appropriate legal action against Precision Infomatic (Madras) Private
Limited to ensure that the companys holding is not diluted.
The Company (under a Non-Disclosure Agreement) has initiated
discussions for acquiring a majority controlling stake in a leading
provider of IT infrastructure solutions located in India and has
exercising significant influence in the management of the affairs of
the said IT infrastructure solutions company.
FIXED DEPOSIT
The Company did not accept / renew any fixed deposit during the year
under review.
DIRECTORS
(i) Mr. V.N. Seshagiri Rao has been reappointed as a Director at the
Annual General Meeting held on September 23, 2008. Mr. V. N. Seshagiri
Rao has an experience of over 35 years in the field of Management. A
qualified Chartered Accountant by profession, he worked at the Senior
Management level throughout his career. He has been in the Board of
several prominent Industrial houses. His knowledge and guidance will be
an asset to the Company in its growth and expansion plans. He is
holding 25,876 shares in the Company as on June 30, 2010.
(ii) Mr. A.T. Krishnakumar has been reappointed as a Director at the
Annual General Meeting held on September 23, 2007. He is an MBA
Professional, highly experienced in the field of Consultancy, Corporate
Finance and Planning. He is not holding any shares in the Company.
(iii) Mr. Singanallur Narayanan has been reappointed as a Director at
the Annual General Meeting held on September23, 2009. He is a Bachelor
of Technology from IIT, Chennai, India, M.B.A from Columbia University
School of Business and M.S. in Computer Science from University of
Texas. He is a partner of M/s. Kuberon Capital LLC, New York, a hedge
fund with macro long / short equity strategy. He has around 17 years of
experience in Equity Research and Derivative Strategies. He is not
holding any shares in the Company.
(iv) Mr. K. Chandrasekaran was reappointed as the Managing Director &
Chief Executive Officer at the Board Meeting held on August 27, 2010.
Mr. K. Chandrasekaran is a qualified Chartered and Cost Accountant and
has over twenty two years of experience in the Corporate Sector both in
India & abroad. He has handled large Merger & Acquisition deals of IT
Companies and also companies in other domains. He has been instrumental
in launching a BPO venture in the Middle East which is a Joint Venture
between a large conglomerate in the Middle East and a reputed Indian
Corporate Group. He is spear- heading the Corporate think tank,
governance, vision and business strategy. He is holding 15,06,354
shares in the Company as on June 30, 2010.
The resolution pertaining to the appointment and fixation of
remuneration as Managing Director & CEO is being placed before the
general body meeting of the Company and shareholders are requested to
pass the resolution in this general meeting.
The appointment of Mr. K. Chandrasekaran as Managing Director & CEO for
a period of five years with effect from September 28, 2010 to September
27, 2015 would not be disturbed on account of his retirement in this
22nd Annual General Meeting and he would be re-elected in the same
meeting.
(v) Mr. N.T. Shivkumar Director, retires at the ensuing Annual General
Meeting and being eligible offers himself for reappointment as a
Director. Mr. N.T. Shivkumar will demit his office as Whole time
Director but continue to be a Director and function as President &
Director of Info-Drive Software Inc. in USA. He is an alumnus of BITS
Pilani (India) and has over two decades of experience in the IT / IT
Outsourcing & BPO sector. As the Chief Operating Officer, he is
responsible for identifying greenfield opportunities for fast-track
growth and managing the global business operations of all practice
lines and portfolio companies. Prior to joining Info-Drive board, Mr.
N. T. Shivkumar had an outstanding tenure as the head of global sales &
marketing at Oakhill Capitals portfolio firm EXL Service after his 16
year association with HCL group where he had the distinction of
successfully leading several pioneering initiatives to fuel the organic
and inorganic growth of HCL America. The shareholders are requested to
pass the resolution in this general meeting. He is holding 3,50,000
shares in the Company as on June 30, 2010
(vi) Mr. K. Shivakumar, is the Promoter Director of the Company. He is
an MBA (U.S.A. specialization in Information Systems). He has over 23
years of working experience. The Board at their meeting held on August
27, 2010, has reappointed him as Joint Managing Director for a further
period of one year with effect from September 28, 2010 to September 27,
2011, with a remuneration of Rs 50, 000/- per month on a cost to
company basis. Since the appointment is under Sec 269 read with Part
III of Schedule - XIII, of the Companies Act 1956, the Resolutions
pertaining to his appointment and fixation of remuneration is being
placed before the general body of shareholders and is being recommended
to be passed at this General Meeting. The shareholders are requested to
pass the resolution in this general meeting. He is holding 5,94,090
shares in the Company as on June 30, 2010.
(vii) Mr. S. Sriraman was appointed as a Director at the Annual General
Meeting held on September 23, 2008. He is a qualified Banker with CAIIB
from Indian Institute of Bankers. He is an MBA from Madurai Kamaraj
University, with specialization in Finance and Marketing. In addition,
he holds a Masters qualification in Economics from University of Madras
and a Doctorate of Business Administration from University of South
Australia, Adelaide, Australia. He has around 26 years of experience in
Banking, Fund Management and in Corporate Sector. His stints include
organizations like Canara Bank, Canbank Mutual Fund, Wipro Finance Ltd,
IL&FS Venture Corporation Limited and SilkRoute Indchem Limited. He has
an impressive track record of mentoring start ups as part of venture
capital initiatives till they are listed. At present he is involved in
the operations of a fund management company in Chennai, with focus on
venture capital, private equity, mergers and acquisitions. He is not
holding any shares in the Company.
(Viii) Mr. V.Gopal Rao, Company Secretary since December 2006 was
appointed as an Additional Director at the Board Meeting held on
August 27, 2010. He is a fellow member of The Institute of Company
Secretaries of India and a Law Graduate from Madras University. He has
rich and varied experience of 45 years in the Blue Chip Corporate World
of Indian business and has served on the board of Essar Group and
Tamilnadu Mercantile Bank. He was also associated with Kothari Group
for a brief period. He has tremendous hands- on experience in Merger &
Acquisition and Corporate Governance Compliance and is a reputed
authority in this field.
(ix) The Board has appointed Mr. Mohan Ranganathan as an alternate to
Mr. Singanallur Narayanan with effect from February 13, 2007 . He is
being reappointed from time to time as required by the Companies Act
1956. He is a Chartered Accountant by profession. With 25 years of
experience in the field of management, his immense ability to
understand the business environment quickly coupled with financial &
accounting background is his core competence. He has vast experience of
handling Audits, Company Law Matters, Corporate and Financial
Restructuring, Valuations, Statutory Audit and Tax Audit of Corporate
leaders especialy in IT industry. He is not holding any shares in the
Company.
RETIREMENT AND REAPPOINTMENT OF DIRECTORS
Mr. NT. Shivkumar, will be demitting his office as a Whole Time
Director on August 27, 2010 and continue as a Director. He would be
retiring as a Director at the ensuing Annual General Meeting and seeks
re-election. The profile of Mr. NT. Shivkumar, has been given in the
particulars of the Directors. Notice proposing his candidature has been
received from a shareholder. He is holding 3,50,000 shares in the
Company as on June 30, 2010.
Mr. K. Chandrasekaran, who would be retiring at the ensuing Annual
General Meeting, seeks re-election. His reappointment as a Managing
Director & CEO for a period of five years is also being placed before
Annual General Meeting. He is holding 15,06,354 shares as on June 30,
2010 in the Company. Notice proposing his candidature has been received
from a shareholder.
Mr. V.Gopal Rao was appointed as an Additional Director at the Board
Meeting held on August 27, 2010 He vacates office at the ensuing Annual
General Meeting. If appointed as a Director, he would continue to be a
Director and also be the Whole Time Company Secretary. His
qualification and experience have been set out in the explanatory
statement and the Directors recommend his appointment. He holds no
shares in the Company. Notice proposing his candidature has been
received from a shareholder.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 (ÃActÃ) and based on the representations received from the
operating management, the Directors hereby confirm that:
- in the preparation of annual accounts for the year 2009-10, the
applicable Accounting Standards have been followed and there are no
material departures;
- they have selected such accounting policies in consultation with
statutory authorities and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the financial year;
- they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
- they have prepared the Annual Accounts on a going concern basis.
AUDITORS
M/s. K. S. Reddy Associates, Chartered Accountant, Chennai, India who
is the Auditor of the Company, hold Office till the conclusion of the
ensuing Annual General Meeting. They are eligible for reappointment and
they have expressed their willingness to be appointed as Statutory
Auditor of the Company, at the said Annual General Meeting. They are
qualified to be appointed under Section 224 of the Companies Act, 1956.
AUDIT COMMITTEE
The Company has reconstituted an Audit Committee as required under the
provisions of Section 292 A of the Companies Act, 1956.
Members of Audit Committee:
Name Category
Mr. K. Chandrasekaran Executive Director
Mr. V. N. Seshagiri Rao Non-Executive Promoter Director
Mr. A. T. Krishnakumar Non-Executive Independent Director
Mr. Singanallur Narayanan Non-Executive Independent Director
Mr. Mohan Ranganathan Non-Executive Independent Director
(Alternate Director to
Mr. Singanallur
Narayanan)
Mr. S. Sriraman Non-Executive Independent Director
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT
A report on Corporate Governance, Management Discussion and Analysis
Statement is attached to this Report.
CONSERVATION OF ENERGY OR TECHNOLOGY ABSORPTION
Your Company has no activity relating to conservation of energy or
technology absorption.
SIGNIFICANT MATERIAL DEVELOPMENT IN HUMAN RESOURCE MANAGEMENT
Your Company believes thatÃHuman Capitalà is its asset. The human
resource department and the various business and operational units work
closely to ensure effective and timely recruitment to support growing
business of the Company.
- Your Companys headcount was 1544 as on March 31, 2010
- Your Company encourages functional and geographical movements to
promote employee development and growth thereby helping the Company in
its pursuit of employee recognition and retention.
The Company operates in a sector where attrition rates are high. It
therefore may face the challenge of attracting and retaining
professional and skilled talent to be able to continuously deliver a
superior quality of service. Your Company endeavors to attract and
retain the best professional talent by creating a professional work
culture.
During the Financial Year under review, there are no employees in the
company in terms of the requirement of Section 217 (2A) of the
Companies Act, 1956.
ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks to its customers,
vendors, bankers, financial institutions, registrar & share transfer
agents, technology partners, business associates, advisors, regulatory
and government authorities for the continued support. We also place on
record our deep appreciation of the dedication and hardwork of the
employees, which helped us succeed during a tough and turbulent year.
Your Directors also take this opportunity to extend a special thanks to
each and every shareholder of Info-Drive, whose trust, confidence and
support has been the motivating force in all our endeavors.
For and on behalf of the Board
Sd/- Sd/-
Chennai V. N. Seshagiri Rao K. Chandrasekaran
27.08.10 Director Managing Director
& Chief Executive
Officer