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Directors Report of MPS Infotecnics Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report of Visesh Infotecnics Limited together with the Audited Accounts of the Company, for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial Results of the Company for the period under review are as follows: -

(Rs. in lacs)

PARTICULARS 2013-14 2013-14 2012-13 2012-13 Standalone Consolidated Standalone Consolidated

Income from Operations 17562.37 24601.56 24,882.95 33,039.99

Other Income 17.71 20.48 9.88 9.91

Total Income 17580.08 24622.04 24,892.83 33,049.9

Total Expenditure 20601.12 27626.26 21,958.15 30,072.6

PBID & Tax (3021.04) (3005.09) 2,934.68 2,977.30

Interest 217.23 217.23 287.08 294.33

Depreciation 166.12 166.12 1353.06 1,353.06

Profit before Tax (3404.39) (3388.44) 1,294.54 1,329.91

Provision for Taxation - - 249.00 260.68

Deferred Tax (52.79) (50.98) 108.79 108.79

Profit After Tax (PAT) (3351.60) (3337.46) 936.75 960.42

Profit b/f from previous Yr. 5130.60 5225.26 4,193.85 4,264.84

Balance Carried to B/Sheet 1779.00 1887.80 5,130.60 5,225.26

Paid up Equity Share Capital 37744.37 37744.37 37,744.37 37,744.37

Reserve & Surplus 6513.12 7122.20 9684.73 10,401.27

Company''s performance

For the financial year ended March 31, 2014, the Company has suffered a net loss after tax of Rs. 33.52 Crores as against a net profit after tax of Rs. 9.37 Crores for the financial year ended March 31, 2013. Their is a loss during the year under review as there were returns of software goods which the company had sold on approval basis during the FY 2012-13. On consolidated basis, revenue from operations for the financial year 2013-14 amounted to Rs. 24,601.56 lacs (Rs. 33,039.99 lacs in 2012-13).

DIVIDEND

In view of the loss suffered in your Company no dividend is recommended for the year ended March 31, 2014.

SUBSIDIARY

Your Company has Three wholly owned foreign subsidiary Companies namely:- M/s Axis Convergence Ltd. (Incorporated in Mauritius), M/s Greenwire Network Ltd. (Incorporated in Hongkong), M/s Opentec Thai Network Specialists Ltd. (OTNS) (Incorporated in Thailand).

In terms of the General Circular No.2/2011 dated February 8, 2011, issued by Ministry of Corporate Affairs, Government of India, under Section 129 of the Companies Act, 2013, granting general exemption to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the circular, Financial statement of the subsidiary is not attached to the Balance sheet of the Company. The Company will make available the Annual Accounts of the subsidiary to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary will also be kept open for inspection at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As required by clause 41 of the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with Accounting Standard AS-21 on ''Consolidated Financial Statements'', as issued by the Institute of Chartered Accountants of India, is attached herewith and the same together with Auditor''s Report thereon forms part of the Annual Report of the Company.

PUBLIC DEPOSITS

The Company has not invited/ accepted any fixed deposits from public during the year under review.

GDR ISSUE

The funds raised by the Company from GDR issue during F.Y. 2007-08 were kept in fixed deposit account with Banco Efisa, Lisbon, Portugal, as the said amount was to be deployed in terms of INFORMATION MEMORANDUM of the GDR issue. During the F.Y. 2008-09, Banco Efisa, the Bank in Portugal, wrongly debited an amount of USD 8,883,210.75 out of the balance lying in the Company''s Account with the Bank. The Company has denied and disputed this debit and had initiated legal action under criminal jurisprudence of Portuguese Law. During the criminal investigation, several new facts/documents have come to our knowledge and based on the evaluation of new facts/documents by Barristers, Senior Advocates and investigation carried out of in India, London and Portugal; your Company has initiated a strong civil action for recovery of USD 8,883,210.75, alongwith interest, against Banco Efisa and its Holding Company, wherein our Portuguese advocates confirm that the chances of recovery are very high.

BOARD OF DIRECTORS

Mr. S.N. Sharma, Independent Director, Mr. Adesh Jain, Independent Director, and Mr. Anil Jindal, Independent Director, on the Board of your Company, due to their pre-occupation resigned from the Directorship of the Company w.e.f14th November 2013, 29th May, 2014 and 2nd June, 2014 respectively.The Board of Directors of your Company sincerely appreciates the valuable services rendered by the Directors of your Company.

Mr. Brahm Dutt Sharma and Mr. Manoj Kumar Jain had been appointed as Additional Directors of the Company in the Board Meeting held on 2nd June, 2014. As per the provisions of Section 161 of the Companies Act, 2013, they hold office upto the date of the forthcoming Annual General Meeting of the Company, and are eligible for appointment as Independent Directors. The Company has received notice under Section 160 of the Act, proposing their appointments as Director of the Company. Resolutions seeking approval of the shareholders for the appointment of Mr. BrahmDutt Sharma and Mr. Manoj Kumar Jain as Independent Directors of the Company have been incorporated in the Notice of the forthcoming Annual General Meeting along with brief details about them.

Mr. Karun Jain, Executive Director, DIN No. 00077035, due to pre-occupation had tendered his resignation. The board of directors in their meeting held on 11/11/2014 had accepted his resignation. Mr. Jain will be relieved from his duties with effect from 14/01/2015.

Ms. Honey Sharma, Company Secretary and Compliance officer of the Company had joined on 2nd January 2014 and resigned w.e.f. 1st May 2014. The Board in its meeting held on 2nd June 2014 had accepted her resignation.

Ms. Vrishti Khera, Company Secretary and Compliance officer tendered her resignation and the Board of Directors had accepted her resignationw.e.f. 11/11/2014. Your company is in the process of appointing a Company Secretary.

APPOINTMENT OF STATUTORY AUDITORS

M/s RMA & Associates, Chartered Accountants, Delhi, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to be re-appointed as the Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of Twenty-ninth AGM of the company to be held in the year 2018 (subject to ratification of the appointment by the members at every AGM) which, if made will be in accordance with section 139 and other applicable provisions of the Companies Act, 2013. Your Directors recommend their reappointment.

AUDITORS REPORT

The observations made in the Auditors'' Report are self – explanatory and do not call for further comments.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement,a detailed report on Corporate Governance and the certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance are being attached and form part of this Annual Report.The Company is committed to maintain the highest standards of Corporate Governance.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration aggregating to the sum prescribed under section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of employees) Rules, 1975 as amended.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report which includes detailed review of operation, performance and future outlook of the Company and its businesses as required under clause 49(IV)(F) of the listing agreement is enclosed separately in this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is mainly engaged in the business of IT and IT enabled services, providing solutions to the customers. The operations of your Company are accordingly not energy intensive. However, adequate measures are taken to conserve energy and ensure its optimum consumption by using and purchasing energy-efficient equipments. Your Company is committed to follow a high standard of environmental protection and provision of a safe and healthy work place for our people, customers and visitors. As energy costs comprise a very small part of our total expenses, the financial impact of these measures is not material. The company has not imported any technology during the year under review.

RESEARCH & DEVELOPMENT

Your Company strives to deliver high quality services to its customers and in such endeavor, constantly invests in and undertakes research & development aimed at improving its solutions. Visesh has a dedicated business unit for Research & Development which delivers innovative solutions to clients and also fosters R&D within all business units to create intellectual property in the form of re-usable components, frameworks, etc., which help drive greater productivity. The company is carrying on R and D in multiple forms, but all of these are focused on better efficiency through continuous improvement in processes, systems methodologies and capabilities. Your company is committed to provide I.T. solutions that are innovative and continuously upgraded in keeping with emerging technology trends by a motivated workforce that includes R and D group, on time; all the time; resulting in maximizing stake holder''s value. We have continued to invest in some fundamental research involving small budget with long term perspective. In order to excel at new operations and activities VIL stress is on continuous innovation and research, based on market requirements and customer expectations.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm the following:

a) In the preparation of annual accounts, the applicable accounting policies and standards have been followed;

b) The Directors had selected such accounting policies that are consistently applied and reasonable, made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit and loss of the Company for that period;

c) The Directors have 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''.

ACKNOWLEDGEMENTS

The Board of Directors acknowledges their deep appreciation to our customers, vendors, Financial Institutions, Business Associates, Bankers and all other Stakeholders for their continued co-operation and support to the Company.

The Board places its special appreciation and values the trust reposed and faith shown by every shareholder of the Company.

The Board places on record its deep appreciation for the cooperation extended by Auditors of the Company. Further, the Board wishes to record its deep gratitude to all the members of Visesh family for their whole hearted support. The Board is also confident that the employees will continue to contribute their best in the year to come.

For and on Behalf of the Board of Directors

Sd/- Peeyush Aggarwal Chairman

Place: New Delhi Date: 30th November 2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report of Visesh Infotecnics Limited together with the Audited Accounts of the Company, for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial Results of the Company for the period under review are as follows: -

(Rs.in lacs)

PARTICULARS 2012-13 2012-13 2011-12 2011-12 Standalone Consolidated Standalone Consolidated

Income from Operations 24,882.95 33,039.99 15,473.93 23,928.66

Other Income 9.88 9.91 67.60 67.60

Total Income 24,892.83 33,049.9 15,541.53 23,996.26

Total Expenditure 21,958.15 30,072.6 13,934.00 22,306.67

PBID & Tax 2,934.68 2,977.30 1607.52 1689.59

Interest 287.08 294.33 307.82 312.49

Depreciation 1353.06 1,353.06 1,184.30 1,184.30

Profit before Tax 1,294.54 1,329.91 115.40 192.80

Provision for Taxation 249.00 260.68 24.04 30.46

Deferred Tax 108.79 108.79 36.43 36.43

Profit After Tax (PAT) 936.75 960.42 54.25 125.25

Profit b/f from previous Yr. 4,193.85 4,264.84 4,139.60 4,139.60

Balance Carried to B/Sheet 5,130.60 5,225.26 4,193.85 4,264.84

Paid up Equity Share Capital 37,744.37 37,744.37 12,313.06 12,313.06

Reserve & Surplus 9684.73 10,401.27 12,359.29 12,838.71

RESULTS OF OPERATIONS

During the Financial Year 2012-13, the total revenue of the Company from operations on standalone basis stood at (Rs.) 24,882.95 Lacs as against (Rs.) 15,473.93 Lacs during the previous year, where as on consolidated basis the total income from operations for the fiscal Year ended March, 2013 stood at (Rs.) 33,039.99 Lacs as against (Rs.) 23,928.66 Lacs during the previous year. The total net profit after tax for the fiscal year ended March 2013 on standalone basis stood at (Rs.) 936.76 Lacs as compared to previous year net profit of (Rs.) 54.25 Lacs, where as on consolidated basis total net profit after tax for the fiscal year ended March 2013 stood at (Rs.) 960.42 Lacs as compared to previous year net profit of (Rs.) 125.25 Lacs.

DIVIDEND

Your Company requires capital to strengthen the business therefore the Board has decided to plough back the profits achieved during the year under review into the operations of the Company. Hence no dividend is recommended for the year ended March 31, 2013.

SHARE CAPITAL

During the Current Year, 5,93,89,515 equity shares of Rs. 10/- each were allotted to the shareholders of Axis Convergence Pvt. Ltd on 26.09.2012 consequent upon the sanction of Scheme of merger by the Hon''ble High Court of Delhi vide its order dated 20.07.2012 leading to increase in Authorized Capital of the Company from Rs. 287.45 Crores to Rs. 343.135 Crores.

Pursuant to the Shareholder''s Resolution passed in the Extra Ordinary General Meeting of the Company held on 22.02.2013, the Company had increased its Authorized Capital from Rs. 343.135 Crores to Rs. 377.50 Crores to accommodate issue of Bonus shares. Subsequently, the Company had allotted 34,31,30,605 Bonus Equity Shares of Re.1/-each (after subdivision) in the ratio of 1:10 in the Board Meeting held on 11.03.2013.

SUBDIVISION OF SHARES

In order to improve the liquidity of Equity Shares of the Company in the Stock Markets with higher floating stock in absolute numbers and to make them more affordable for the small retail investors to invest in the Company, the Company sub-divided the denomination of its equity shares in terms of the resolution passed under section 94 (1) (d) of the Companies Act, 1956 at the Extra Ordinary General Meeting of the Company held on 21.12.2012. Pursuant to the sub-division of the Equity shares of the Company, each existing Paid-up Equity Share of the Company of the nominal value of Rs. 10/-each, stood sub-divided into Ten Equity shares of nominal value of Re.1/- each fully paid-up, with effect from the Record Date i.e. 04.01.2013.

BONUS ISSUE

Considering the position of Reserves and Surplus of the Company, your Directors had pleasure in proposing the issue of shares by way of bonus shares in the proportion of one new equity share for every ten existing equity shares held i.e. in the ratio of 1:10 as per the provision for Capitalization of Reserves in the Articles of Association of the Company and in compliance with the Chapter IX of SEBI (ICDR) Regulations, 2009.

In terms of the resolution passed in the Extra Ordinary General Meeting of the Company held on 22.02.2013, the Company had allotted 34,31,30,605 Bonus Equity shares of the Company in the ratio of 1:10 i.e. 1(One) Bonus Equity Share for every 10 (Ten) Equity Shares held as on the Record date i.e. 08.03.2013.

Further, an aggregate of 150 (One Hundred and Fifty) new equity shares of the Company representing fractions in the bonus issue pertaining to 318 shareholders were allotted to ''Visesh Bonus Trust'' for fractional shareholders, which will be sold at the Stock Exchange at suitable market price and the net sale proceeds after defraying the expenses of the sale be distributed to the 318 shareholders entitled to fractional shares in proportion to their fractional entitlements.

IEPF A/C-INVESTOR EDUCATION & PROTECTION FUND

Your Company had transferred a sum of Rs. 340,597/- being the balance as standing in the "VISESH INFOTECNICS LIMITED-UNPAID DIVIDEND ACCOUNT" which had been remained unpaid or unclaimed for the period of seven years to Investor Education and Protection Fund (IEPF) as established by the Central Government in accordance with Section 205C of the Companies Act, 1956. Consequent to which, e-Form 1 INV was filed respectively with ROC on March 20, 2013.

SUBSIDIARY

Your Company has Three wholly owned foreign subsidiary Companies namely:- M/s Axis Convergence Ltd. (Incorporated in Mauritius), M/s Greenwire Network Ltd. (Incorporated in Hongkong), M/s Opentec Thai Network Specialists Ltd. (OTNS) (Incorporated in Thailand).

In terms of the General Circular No.2/2011 dated February 8, 2011, issued by Ministry of Corporate Affairs, Government of India, under Section 212(8) of the Companies Act, 1956, granting general exemption to companies from attaching financial statements of subsidiaries, subject to fulfillment of conditions stated in the circular, Financial statement of the subsidiary is not attached to the Balance sheet of the Company. The Company will make available the Annual Accounts of the subsidiary to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary will also be kept open for inspection at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As required by clause 41 of the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Company and its subsidiaries as prepared in accordance with Accounting Standard AS-21 on ''Consolidated Financial Statements'', as issued by the Institute of Chartered Accountants of India, is attached herewith and the same together with Auditor''s Report thereon forms part of the Annual Report of the Company.

PUBLIC DEPOSITS

In terms of the provisions of section 58A or 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules) 1975, the Company has not invited/ accepted any fixed deposits from public during the year under review.

GDR ISSUE

The funds raised by the Company from GDR issue during F.Y. 2007-08 were kept in fixed deposit account with Banco Efisa, Lisbon, Portugal, as the said amount was to be deployed in terms of INFORMATION MEMORANDUM of the GDR issue. During the F.Y. 2008-09, the Bank in Portugal, Banco Efisa wrongly debited an amount of USD 8,883,210.75 out of the balance lying in the Company''s Account with the Bank. The Company has denied and disputed this debit and had initiated legal action under criminal jurisprudence of Portuguese Law. During the criminal investigation, several new facts/documents have come to our knowledge and based on the evaluation of new facts/documents by Barristers, Senior Advocates and investigation carried out of in India, London and Portugal; your Company has initiated a strong civil action for recovery of USD 8,883,210.75, alongwith interest, against Banco Efisa and its Holding Company, wherein the Portuguese advocates confirm that the chances of recovery are very high. A criminal complaint against the conniving accused for siphoning off the above said amount had been filed and the matter is presently under investigation.

BOARD OF DIRECTORS

During the year, Mr. Anil Jindal had been appointed as an Additional Director of the Company in the Board Meeting held on 21.01.2013. As per the provisions of Section 260 of the Companies Act, 1956, he holds office upto the date of the forthcoming Annual General Meeting of the Company, and is eligible for appointment as Director. The Company has received notice under Section 257 of the Act, proposing his appointment as Director of the Company. Resolutions seeking approval of the Members for the appointment of Mr. Anil Jindal as Director of the Company have been incorporated in the Notice of the forthcoming Annual General Meeting along with brief details about him.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Adesh Jain, Director of the Company retire by rotation from the Board of Director and being eligible offers himself for re-appointment. The Board has also received Form DD-A pursuant to the Companies (Disqualification of Directors under section 274(1)(g) of the Companies Act, 1956) Rules, 2003, confirming that he is not disqualified under section 274(1)(g) of the Companies Act, 1956. Your Board recommends his re-appointment in the ensuing Annual General Meeting.

APPOINTMENT OF STATUTORY AUDITORS

M/s RMA & Associates, Chartered Accountants, Delhi, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to be re-appointed which, if made will be in accordance with section 224 (1B) of the Companies Act, 1956. Your Directors recommend their reappointment.

AUDITORS REPORT

The observations made in the Auditors'' Report are self – explanatory and do not call for further comments under Section 217(3) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. A detailed report on Corporate Governance and the certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are being attached and form part of this Annual Report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration aggregating to the sum prescribed under section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of employees) Rules, 1975 as amended.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report as required under clause 49(IV)(F) of the listing agreement is disclosed separately in this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is mainly engaged in the business of IT and IT enabled services, providing solutions to the customers. The operations of your Company are accordingly not energy intensive. However, adequate measures are taken to conserve energy and ensure its optimum consumption by using and purchasing energy-efficient equipments. Your Company is committed to follow a high standard of environmental protection and provision of a safe and healthy work place for our people, customers and visitors. As energy costs comprise a very small part of our total expenses, the financial impact of these measures is not material. The company has not imported any technology during the year under review.

RESEARCH & DEVELOPMENT

Your Company strives to deliver high quality services to its customers and in such endeavour, constantly invests in and undertakes research & development aimed at improving its solutions. Visesh has a dedicated business unit for Research & Development which delivers innovative solutions to clients and also fosters R&D within all business units to create intellectual property in the form of re-usable components, frameworks, etc., which help drive greater productivity. The company is carrying on R and D in multiple forms, but all of these are focused on better efficiency through continuous improvement in processes, systems methodologies and capabilities. Your company is committed to provide I.T. solutions that are innovative and continuously upgraded in keeping with emerging technology trends by a motivated workforce that includes R and D group, on time; all the time; resulting in maximizing stake holder''s value. We have continued to invest in some fundamental research involving small budget with long term perspective. In order to excel at new operations and activities VIL stress is on continuous innovation and research, based on market requirements and customer expectations.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) In the preparation of annual accounts, the applicable accounting policies and standards have been followed;

b) The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2012-13 and of the profit and loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) These annual accounts have been prepared on a ''going concern basis''.

ACKNOWLEDGEMENT

We thank our customers, vendors, investors & Bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. The Board also appreciates the confidence reposed by the shareholders in the Company and its management.

For and on Behalf of the Board of Directors Sd/-

Place:New Delhi Peeyush Aggarwal

Date: May 30, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Third Annual Report of Visesh Infotecnics Limited together with the Audited Accounts of the Company, for the year ended 31st March, 2012.

FINANCIAL RESULTS

The Financial Results of the Company for the period under review are as follows: -

(Rs. in lacs) PARTICULARS 2011-12 2011-12 2010-11

Standalone Consolidated

Income from Operations 15,473.93 23,928.66 17,675.12

Other Income 67.60 67.60 81.79

Total Income 15,541.53 23,996.23 17,756.91

Total Expenditure 13,749.00 13,749.00 16,209.61

PBID & Tax 1,581.75 1,581.75 1,547.30

Interest 307.82 312.49 275.78

Depreciation 1,184.30 1,184.30 1,098.24

Profit before Tax 115.40 192.80 173.28

Provision for Taxation 24.04 30.46 35.00

Deferred Tax 36.43 36.43 27.53

Profit After Tax (PAT) 54.25 125.25 109.54

Profit b/f from previous year 4,139.60 4,139.60 4,030.06

Balance Carried to Balance Sheet 4,193.85 4.264.84 4,139.60

Paid up Equity Share Capital 12,313.06 12,313.06 6,374.11

Reserve & Surplus 12,359.29 12,838.71 12,122.26

RESULTS OF OPERATIONS

During the Financial Year 2011-12, the total revenue of the Company from operations stood at (Rs.) 15,473.93 Lacs as against (Rs.) 17,675.12 Lacs during the previous year. However, on consolidated basis, the total income from operations for the fiscal year ended March 2012 stood at (Rs.) 23,928.66 lacs. The consolidated figures for the current year represent the operations of the Company including the operations of erstwhile transferor Company whereas the figures of the previous year represent figures relating to the operations of the Transferee Company only. To this extent the figures for the current year are not comparable with the figures of the previous year.

DIVIDEND

Due to inadequacy of profits during the year under review, the Board of Directors have decided not to recommend any dividend for the year ended March 31, 2012.

SUBSIDIARY

By virtue of merger of Axis Convergence Pvt. Ltd. with the Company, M/s Axis Convergence Inc, Mauritius and M/s Greenwire Network Ltd., Hongkong become Subsidiary Companies of your Company. The Company has another subsidiary namely, M/s Opentec Thai Network Specialists Ltd.(OTNS) based in Thailand. As per the provisions of Section 212(8) of the Companies Act, 1956, Companies are exempted from attaching financial statements of its subsidiaries, subject to fulfillment of conditions stated in the circular, Financial statement of the subsidiary is not attached to the Balance sheet of the Company. The Company will make available the Annual Accounts of the subsidiary to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary will also be kept open for inspection at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As required by clause 41 of the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Company and its subsidiaries as prepared in accordance with Accounting Standard AS-21 on 'Consolidated Financial Statements', as issued by the Institute of Chartered Accountants of India, is attached herewith and the same together with Auditor's Report thereon forms part of the Annual Report of the Company.

PUBLIC DEPOSITS

In terms of the provisions of section 58A or 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules) 1975, the Company has not invited/ accepted any fixed deposits from public during the year under review.

PREFERENTIAL ISSUE

In terms of the resolution passed under section 81(1A) of the Companies Act, 1956 at the Extra Ordinary General Meeting of the Company held on 03.09.2010, the Board had allotted 22,00,00,000 convertible warrants to the Promoter & Non-Promoter group on preferential basis with an option to convert such warrants into equal number of equity shares of (Rs.) 10/- each at a price of (Rs.) 10/- per warrant. Consequent to receipt of all consideration money and request of conversion of said warrants from all applicants, the Company in its Board Meeting held on 28.04.2012 allotted 22,00,00,000 equity shares of (Rs.) 10/- each to the promoters and non promoters group.

GDR ISSUE

The funds raised by the Company from GDR issue during F.Y. 2007-08 were kept in fixed deposit account with Banco Efisa, Lisbon, Portugal, as the said amount was to be deployed in terms of INFORMATION MEMORANDUM of the GDR issue. During the F.Y. 2008-09, the Bank in Portugal, Banco Efisa wrongly debited an amount of USD 8,883,210.75 out of the balance lying in the Company's Account with the Bank. The Company has denied and disputed this debit and had initiated legal action under criminal jurisprudence of Portuguese Law. During the criminal investigation, several new facts/documents have come to our knowledge and based on the evaluation of new facts/documents by Barristers, Senior Advocates and investigation carried out of in India, London and Portugal; your Company has initiated a strong civil action for recovery of USD 8,883,210.75, alongwith interest, against Banco Efisa and its Holding Company, wherein the Portuguese advocates confirm that the chances of recovery are very high. A criminal complaint against the conniving accused for siphoning off the above said amount had been filed and the matter is presently under investigation.

MERGERS & ACQUISITIONS

During the year under review, the Company had filed an application u/s 391 to 394 of Companies Act, 1956 before the Hon'ble High Court of Delhi for the merger of M/s. Axis Convergence Pvt. Ltd. with the Company. Hon'ble High Court of New Delhi vide its order dated 20th July, 2012, has approved the Scheme of Amalgamation.

BOARD OF DIRECTORS

There was no change in the composition of the Board of Directors of the Company during the year under review. In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Peeyush Aggarwal and Mr. Sunil Kumar Jain retire from office by rotation, and being eligible, offer themselves for reappointment. The Board has also received Form DD A pursuant to the Companies (Disqualification of Directors under section 274(1)(g) of the Companies Act, 1956) Rules, 2003, confirming that they are not disqualified under section 274(1)(g) of the Companies Act, 1956. Your Board recommends their reappointment for approval of shareholders in the ensuing Annual General Meeting.

APPOINTMENT OF STATUTORY AUDITORS

M/s RMA & Associates, Chartered Accountants, Delhi, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to be re-appointed which, if made will be in accordance with section 224 (1B) of the Companies Act, 1956. Yours Directors recommend their reappointment.

AUDITORS REPORT

The observations made in the Auditors' Report are self explanatory and do not call for further comments under Section 217(3) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. A detailed report on Corporate Governance and the certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are being attached and form part of this Annual Report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration aggregating to the sum prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report as required under clause 49(IV)(F) of the listing agreement is disclosed separately in this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is mainly engaged in the business of IT and IT enabled services, providing solutions to the customers. The operations of your Company are accordingly not energy intensive. However, adequate measures are taken to conserve energy and ensure its optimum consumption by using and purchasing energy-efficient equipments. Your Company is committed to follow a high standard of environmental protection and provision of a safe and healthy work place for our people, customers and visitors. As energy costs comprise a very small part of our total expenses, the financial impact of these measures is not material. The company has not imported any technology during the year under review.

RESEARCH & DEVELOPMENT

Your Company strives to deliver high quality services to its customers and in such endeavour, constantly invests in and undertakes research & development aimed at improving its solutions. Visesh has a dedicated business unit for Research & Development which delivers innovative solutions to clients and also fosters R&D within all business units to create intellectual property in the form of re-usable components, frameworks, etc., which help drive greater productivity. The company is carrying on R&D in multiple forms, but all of these are focused on better efficiency through continuous improvement in processes, systems methodologies and capabilities. Your company is committed to provide I.T. solutions that are innovative and continuously upgraded in keeping with emerging technology trends by a motivated workforce that includes R&D group, resulting in maximizing stakeholder's value. We have continued to invest in some fundamental research involving small budget with long term perspective. In order to excel at new operations and activities VIL stress is on continuous innovation and research, based on market requirements and customer expectations.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of foreign exchange earnings and outgo are as follows:

(In Lacs)

Year ended 31.03.2012 Year ended 31.03.11

Foreign exchange earnings 202.45 NIL

Foreign exchange Outgo 39.21 37.25

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) In the preparation of annual accounts, the applicable accounting policies and standards have been followed;

b) The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2011-2012 and of the profit and loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) These annual accounts have been prepared on a 'going concern basis'.

ACKNOWLEDGEMENT

The Board records its appreciation for the support which the Company has received from its investors, bankers, customers, vendors, government organizations and employees. The Board also appreciates the confidence reposed by the shareholders in the Company and its management.

For and on Behalf of the Board of Directors

Sd/-

Place : New Delhi Peeyush Aggarwal

Date: 3rd September, 2012 Chairman

 
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